TERMS OF TRADE FOR MELISSA WEBB LIMITED

1. Contract

  1. (a)  Quotations are valid for one month from the date of quotation and all prices are subject to VAT.

  2. (b)  A contractual agreement between Melissa Webb Ltd (the Company) and the Client, incorporating

    these terms and booking the relevant date for the event, is only established at the point (and not earlier) that the Client: (1) accepts the final quotation (and these terms) by signing and returning it to the Company; and (2) pays the related Initial Deposit (as defined below).

  3. (c)  Any amendment to the contractual agreement between the parties must be made in writing.

2. Payment

  1. (a)  A non-refundable deposit (as specified in the quotation) will be taken in order to confirm the booking (the Initial Deposit).

  2. (b)  On confirmation of all final details relating to the event (which shall be agreed at least 14 days prior to the date of the event) a second non-refundable deposit (the Second Deposit) will be payable as invoiced by the Company, and the Second Deposit will be due for payment in full by the date set out in the invoice. In any event, the Second Deposit must be settled in cleared funds in the Company’s bank account by the 14th day prior to the event.

  3. (c)  Following the event, the Initial Deposit and Second Deposit will be set off against the agreed price for the event.

  4. (d)  One or more additional invoices may be issued with respect to any variations or adjustments agreed or additional services required (an Additional Invoice). Any Additional Invoices must be settled prior to the 14th day after the event.

  5. (e)  The Company reserves the right to levy interest at 2% per annum over the base rate of Barclays Bank plc on any outstanding balance until it is paid in full. Payments may be made by bank transfer or credit card. If payment is made by credit card, a fee of 2.5% of the invoiced amount will be charged.

3. Variations

  1. (a)  No refunds or reductions to the agreed pricing under this agreement will be given for any decreases in guest numbers or other changes to arrangements.

  2. (b)  Any adjustment to guest numbers or other arrangements before the Second Deposit is invoiced may be accepted at the sole discretion of the Company, and if so accepted, may result in a change to the quoted menu/per head price.

  3. (c)  The contents of the menus, decorations and any other items supplied by the Company are all offered subject to availability, and the Company reserves the right to substitute any agreed items with alternatives at its discretion. The Company will notify the Client in advance, if practicable in the circumstances, if any material substitutions are required.

4. Termination

  1. (a)  Any cancellation of the event should be advised to the Company as soon as possible. The Client should obtain insurance cover with respect to charges arising on cancellation, as well as any other potential liabilities arising from holding the event.

  2. (b)  Subject to Clause 4(d), if the event is cancelled by the Client: (1) the Initial Deposit and Second Deposit (if paid) will be retained by the Company; and (2) an additional balancing charge (i.e. the relevant amount due from the Client in the table below, less the aggregate amount paid to the Company) will be payable by the Client within 14 days of cancellation, only if the relevant amount in the table below is greater than the aggregate amount paid to the Company prior to cancellation;

If cancelled

0 to 8 weeks prior to the event......... 8 to 20 weeks prior to the event........ 20 weeks plus prior to the event.......

Amount due from Client

100% of the quoted amount 50% of the quoted amount 25% of the quoted amount

(c) At its discretion, the Company may cancel this agreement on non-payment of any overdue invoice or any other material breach of these terms, and the Initial Deposit, Second Deposit and any other payments received up to and including the date of cancellation shall be non-refundable. Cancellation of this agreement by the Company shall be without prejudice to any claim the Company may have against the Client regarding any remaining balance due under this agreement or any cost, expense or other liability it may have incurred in relation to the event.

(d) If the Client is legally obliged to cancel the event as a result of a change of applicable regulations or laws, all prior payments made with respect to the event will be retained by the Company to apply against a future event, and the parties will postpone the event to a mutually acceptable date within six months of the original event date. If the event cannot be held within such six month period, the Company may revise the contracted price to reflect any increased costs and expenses. For the

avoidance of doubt, Clause 4(b) will apply and Clause 4(d) will not apply, if the event is cancelled as

a result of non-binding guidance or recommendations issued by a relevant authority.
(e) Except with the written agreement of the Company, no deduction shall be made by the Client from

any payment for or on account of any matter or thing whatsoever, including, but not limited to, any

set-off, compensation, counter-claim or present or future taxes.

5. Client's Responsibilities

  1. (a)  It is the Client's responsibility to ensure that the Company is notified in writing of all material information relating to the event and any material changes to arrangements. In particular, the Client shall notify the Company in writing (including providing a table plan identifying the name, location and requirements of each applicable person) of any and all special requirements of guests, including those arising from religious or other beliefs, and from medical conditions, including nut or any other allergies.

  2. (b)  The Client is responsible for: (1) providing reasonable access to the area of the event in order to deliver, set up and collect the Company’s equipment/operations; and (2) sufficient access to power, lighting and running water, and any other utilities the Company requires to provide its services.

6. Loss and Damage

(a) The Client is responsible for any damage, breakage, or loss of property of the Company, or any property hired for the Client’s function (Damage), however caused (unless caused solely or jointly by the Company's officers, employees, sub-contractors or agents), and will be charged at the full replacement value of any such item. The Client’s responsibility applies to the period between delivery and collection. The Client will report any Damage to a representative of the Company as soon as possible. The Client is advised to take out a policy of insurance to cover any such Damage.

7. Force Majeure

(a) No liability is accepted by the Company for any delay or failure perform any obligation under this agreement due to strike, acts of war, accidents, acts of God, terrorism, pandemic, change in relevant regulations or laws or any other circumstances outside the Company's reasonable control.

8. Limitation of Liability

  1. (a)  The Company’s aggregate liability in contract, tort (including negligence), breach of statutory duty (misrepresentation or otherwise) arising under or in connection with this agreement or any act or omission by the Company in the performance of its obligations under this agreement shall not exceed the aggregate of all sums paid or payable to the Company under the agreement.

  2. (b)  The Company shall not be responsible for any losses, damages, charges, costs and expenses (Loss) (whether such Loss was foreseen, foreseeable, known or otherwise) whatsoever incurred or suffered of an indirect or consequential nature (including, but not limited to, loss of: (1) sales or turnover; (2) actual or anticipated profit; (3) opportunity; (4) goodwill; or (5) reputation) which arises out of or in connection with this agreement (including but not limited to any advice or recommendations provided by the Company), and in no event shall the Company be liable for any Loss arising from the Client’s provision of any staff, facilities, equipment, food or beverage.

  3. (c)  Nothing in this agreement shall exclude or limit the Company's liability for death, personal injury or fraud, as required by law.

9. Employees and Complaints

  1. (a)  All Company representatives shall be treated with consideration and respect by the Client and his/ her guests at all times during the event and similarly, the Company's representatives shall treat the Client and all of his/her invited guests attending the function with consideration and respect at all times during the event. The Client undertakes to remove any guest from the event who is abusive to or harassing any Company representative.

  2. (b)  If the event finishes after 11pm in London, the Client will be responsible for the payment or provision of sufficient monies to the Company's employees to cover their taxi fares home.

  3. (c)  Any complaint must be received by the Company in writing within 7 days of the date of the event.

10. Law of the Contract

  1. (a)  All contractual and non-contractual obligations arising out of or in connection with this agreement shall be governed by and construed in accordance with English Law. The Company and the Client agree to submit to the exclusive jurisdiction of the English Courts.

  2. (b)  A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

  3. (c)  If any provision of this agreement is found by a court to be invalid, unenforceable or illegal, the remaining provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.