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Terms & conditions

Terms and Conditions for the Supply of Martha Hollis Event Catering Services

 

  1. Interpretation

The following definitions and rules of interpretation apply in the Contract.

  1. Definitions:

"Booking Request"

the Customer's order for Services as set out in the Customer's written acceptance of the Supplier's quotation;

"Booking Confirmation"

has the meaning given in clause 2.2;

"Business Day"

a day, other than a Saturday, Sunday or public holiday in England;

"Business Hours"

the period from [9.00 am to 5.00 pm] on any Business Day;

"Charges"

the charges payable by the Customer for the supply of the Services in accordance with clause 7;

"Conditions"

these terms and conditions as amended from time to time in accordance with clause 12.7;

"Consumables"

the consumables to be produced by the Supplier for the Customer set out in the Booking Confirmation;

"Contract"

the contract between the Supplier and the Customer for the supply of the Services comprising these Conditions and the Booking Confirmation;

"Customer"

the person or firm who purchases Services from the Supplier;

"Customer Default"

has the meaning given in clause 5.2;

"Data Protection Laws"

all applicable legislation and regulatory requirements in force from time to time in the UK relating to the use of personal data and the privacy of electronic communications, including (i) the Data Protection Act 2018, (ii) the retained EU law version of General Data Protection Regulation (), and (iii) the Privacy and Electronic Communications Regulations 2003 ();

"Deposit"

the deposit to secure the booking as set out in clause 3;

"Event"

the event or function for which the Customer requires the Services, as specified in the Booking Confirmation;

"Event Date"

the date and time of the Event set out in the Booking Confirmation;

"Force Majeure Event"

has the meaning given in clause 12.1.1;

"Services"

the supply of catering services, including the Consumables, to be provided by the Supplier at the Venue as set out in the Booking Confirmation;

"Supplier"

Martha Hollis Event Catering Limited registered in England and Wales with company number 14719275;

"Supplier Materials"

has the meaning given in clause 5.1.8;

"Supplier Personnel"

the individuals engaged by the Supplier to provide the Services at the Venue on the Event Date;

"Venue"

the property, or area or rooms within the property, at which the Services are to be provided, as specified in the Booking Confirmation.

  1. Interpretation:

    1. A reference to legislation or a legislative provision:

      1. is a reference to it as amended, extended or re-enacted from time to time; and

      2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.

    2. A reference to a person includes an individual, corporate or unincorporated body and any other entity (whether or not having separate legal personality).

    3. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

    4. If there is any inconsistency between the Conditions and the Booking Confirmation, the provisions of the Booking Confirmation shall prevail.

    5. A reference to writing or written excludes fax but includes email.

  1. Basis of contract

    1. The Booking Request constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.

    2. The Booking Request shall only be deemed to be accepted when the Supplier issues written acceptance of the Booking ("Booking Confirmation"). The Contract shall come into effect when the Supplier issues the Booking Confirmation.

    3. The Booking Confirmation shall set out details of the Event and the Services, including:

      1. the Event Date;

      2. the duration of the Event;

      3. the Venue;

      4. the estimated number of guests;

      5. a draft menu;

      6. details of any special dietary requirements;

      7. estimate of the total Charges;

      8. the amount of the Deposit;

      9. responsibility for the removal and disposal of excess Consumables provided by the Supplier, including empty bottles and cans, and any Customer supplied items, at the end of the Event.; and

      10. details relating to photography/videoing of Event set-up.

It is the Customer's responsibility to check that the details in the Booking Confirmation reflect the Customer's wishes and to notify the Supplier within five Business Days if this is not the case. Any such notification shall take effect as a notice of cancellation of the Contract with immediate effect.

  1. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures or on its website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

  2. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate. To the maximum extent permitted by law, no terms are implied into the Contract by law, trade custom, practice or course of dealing.

  3. Any quotation given by the Supplier shall not constitute an offer to enter into a contractual arrangement that is capable of being accepted.

  4. The Customer acknowledges and agrees that the Supplier may take photographs and videos at the Venue documenting the set-up of the Event for the Supplier’s social media/marketing purposes.  Any particular details agreed in relation to such activities shall be set out in the Booking Confirmation.

  1. Deposit

The Supplier shall invoice the Customer for the Deposit, being 10% of the estimated total Charges, within three Business Days of the date of the Booking Confirmation. If the Deposit is not paid in full in cleared funds within seven Business Days of the date of the invoice, the Supplier may cancel the Contract in accordance with clause 10.1.1.

  1. Supply of Services

    1. The Supplier shall:

      1. provide the Services at the Venue on the Event Date;

      2. provide such staff as is reasonably necessary to provide the Services at the Venue on the Event Date;

      3. choose and prepare all food and beverages to be supplied at the Event (subject to prior consultation with the Customer); and

      4. be responsible for the provision of all supplies and equipment necessary to provide the Services other than the facilities listed in clause 5.1.5 or as otherwise agreed in writing with the Customer.

    2. In supplying the Services, the Supplier shall:

      1. perform the Services with reasonable care and skill;

      2. comply with all applicable laws, statutes, regulations and codes from time to time in force concerning the preparation, cooking, handling and service of food and drink; and

      3. ensure that all Supplier Personnel [act in a professional manner and adhere to any reasonable security and health and safety requirements provided by the Customer to the Supplier at least three Business Days before the Event Date.

    3. Where, with the Supplier's agreement in accordance with clause 5.2, the Customer supplies items of food or drink itself at the Event, the Supplier reserves the right to refuse to serve any such item and to dispose of it if, in its sole discretion, such item is unfit for human consumption or cannot be demonstrated to have been stored in accordance with prevailing statutory and regulatory food hygiene requirements before the Event.

    4. Excess Consumables and empty bottles, cans and boxes at the end of the Event shall be removed and disposed of as per the Booking Confirmation and in accordance with prevailing statutory and regulatory food hygiene requirements. Unless otherwise agreed in writing by the Supplier, the Customer shall be solely responsible for the removal and disposal of food and drink and bottles, cans and boxes supplied by the Customer. If the Supplier assists with the removal or disposal of any Customer-supplied items, the Supplier may charge the Customer for doing so.

  2. Customer's obligations

    1. The Customer shall, at its cost:

      1. ensure that the terms of the Booking Confirmation are complete and accurate;

      2. provide the Supplier with such information and assistance as the Supplier may reasonably require to supply the Services, and ensure that that information is and remains complete and accurate in all material respects;

      3. provide the Supplier Personnel with access to the Venue no fewer than five hours before the Event's scheduled start time to enable them to prepare for the provision of the Services;

      4. ensure that the Supplier Personnel can enter and leave the Venue on the Event Date without undue restriction and shall provide them with security passes (where necessary) and the use of parking space or parking permits for the duration of the Event and the four hours before and after its scheduled start time and finish times;

      5. provide the Supplier Personnel with unrestricted and uninterrupted access to:

        1. cooking and preparation facilities;

        2. toilet facilities;

        3. running hot and cold water and clean drinking water;

        4. supplies of heating, lighting, electricity and gas;

        5. waste disposal facilities;

        6. first aid and fire-fighting equipment; and

        7. any other equipment that the parties agree will be provided by the Customer in connection with the Services;

      6. ensure that the Venue is kept safe, clean and ventilated on the Event Date and that smoking is not permitted at the Venue on the Event Date;

      7. ensure that all licences, permissions and consents which are necessary for the provision of the Services at the Venue are in place for the duration of the Event; and

      8. keep all materials, equipment, documents and other property of the Supplier ("Supplier Materials") that the Supplier reasonably needs to store at the Venue in safe custody at its own risk and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.

    2. Save with the agreement in writing of the Supplier before the Event Date, the Customer shall not itself provide or engage any person organisation or firm other than the Supplier to provide catering services at the Venue on the Event Date.

    3. If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any failure by the Customer to perform any of its obligations ("Customer Default"), then, without limiting or affecting any other right or remedy available to the Supplier:

      1. the Supplier may suspend performance, and rely on the Customer Default to relieve it from the performance, of the affected obligations until the Customer remedies the Customer Default;

      2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure to perform or delay in performing the Services; and

      3. the Customer shall reimburse the Supplier on written demand for any reasonable, unavoidable costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

  3. Guest numbers, menu items and dietary information

    1. No fewer than ten Business Days before the Event Date, the Customer shall notify the Supplier of any changes to the details of special dietary requirements set out in the Booking Confirmation. The Supplier shall use reasonable endeavours to adapt the menu to cater for any changes to special dietary requirements provided that:

      1. the special dietary requirements are notified to the Supplier at least ten Business Days before the Event Date; and

      2. the Customer confirms its acceptance in writing to the Supplier of any additional Charges arising from the changes.

    2. Menu items are subject to market availability and the Supplier shall notify the Customer as soon as practicable if any item will not be available for the Event. The Supplier shall offer a reasonable substitute and inform the Customer of any change to the Charges. If the Customer wishes to reject the proposed substitute, it shall do so in writing within five Business Days of the substitute being offered and the Supplier shall deduct the cost of the unavailable item from the Charges. If the Customer does not reject the proposed substitute in accordance with this clause 6.2, the Supplier may source the substitute and adjust the Charges accordingly.

    3. At any time not less than ten Business Days before the Event Date, the Customer may submit a written request to change the menu items. The Supplier may at its sole discretion either accept or reject that request, subject to the Customer's acceptance of the additional Charges arising from the changes.

    4. The Customer shall confirm in writing the final guest numbers for the Event no fewer than fourteen Business Days before the Event Date, and shall confirm all other relevant details including special dietary requirements.

  4. Charges and payment

    1. The Customer shall pay the Charges in accordance with this clause 7.

    2. The Charges shall be calculated in accordance with the Supplier's current price list at the date of the Booking Confirmation.

    3. The Charges set out in the Booking Confirmation are an estimate only based on the estimated number of guests and their dietary requirements. The final Charges will be based on whichever is the greater of:

      1. the number of guests and their dietary requirements confirmed by the Customer in accordance with clause 6.4;

      2. the number of guests actually attending the Event and their dietary requirements; or

      3. the estimated number of guests and their dietary requirements set out in the Booking Confirmation.

    4. Subject to clause 7.5, the Supplier shall issue its provisional final invoice for the Charges (less the Deposit) promptly following receipt of confirmation of the number of guests and their requirements in accordance with clause 6.4.

    5. The Supplier may issue an additional invoice after the Event:

      1. for any further Charges due which were not included in the invoice issued pursuant to clause 7.4. Such Charges may include those payable for [any overtime as a result of the duration of the Event being longer than that set out in the Booking Confirmation], any final alterations to the Services, or for guests attending the Event in excess of the number confirmed by the Customer in accordance with clause 6.4 or the estimated number in the Booking Confirmation; and

      2. to cover the cost of loss or damage to the Supplier's equipment and tableware or other Supplier Materials, including the cost of replacement keys for any [secure units/fridges], for which the Supplier reserves the right to charge the Customer after the Event provided that the Supplier notifies the Customer of such loss or damage within ten Business Days after the Event.

    6. All amounts payable by the Customer exclude amounts in respect of value added tax ("VAT"), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

    7. The Customer shall pay:

      1. the Deposit in accordance with clause 3;

      2. the Supplier's provisional final invoice under clause 7.4 at least three Business Days before the Event Date; and

      3. each other invoice submitted by the Supplier within three days of the date of the invoice.

    8. The Customer shall pay each invoice in full and in cleared funds to a bank account nominated in writing by the Supplier.

    9. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 10.1, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.9 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

    10. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

  5. Data protection

Each party shall comply, and provide reasonable assistance to the other party to comply, with Data Protection Laws in connection with the performance of the Contract.

  1. Limitation of liability

    1. The restrictions on liability in this clause 9 apply to every liability arising in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution, deliberate fault or otherwise.

    2. Nothing in the Contract limits:

      1. the Customer's liability for payment of Charges properly due and owing to the Supplier; or

      2. any liability which cannot legally be limited, including liability for:

        1. death or personal injury caused by negligence;

        2. fraud or fraudulent misrepresentation; and

        3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

    3. Subject to clause 9.2, the Supplier's total liability to the Customer shall not exceed 100% of the Charges paid or payable under the Contract.

    4. Subject to clause 9.2, this clause 9.4 sets out the types of loss that are wholly excluded:

      1. loss of profits;

      2. loss of sales or business;

      3. loss of agreements or contracts;

      4. loss of anticipated savings;

      5. loss of use or corruption of software, data or information;

      6. loss of or damage to goodwill; and

      7. indirect or consequential loss.

    5. Unless the Customer notifies the Supplier that it intends to make a claim in connection with the Contract within the following notice period, the Supplier shall have no liability for that claim. The notice period for a claim shall start on the day on which the Customer became, or ought reasonably to have become, aware of the incident giving rise to the claim having occurred and shall expire one month from that date. The notice must be in writing and must identify the incident and the grounds for the claim in reasonable detail.

  2. Cancellation

    1. The Supplier may cancel the Contract with immediate effect by giving the Customer notice in writing if:

      1. the Customer fails to pay any amount due under clause 7.7 on or before the due date for payment;

      2. the Customer commits a material breach of any term of the Contract [and (if that breach is remediable) fails to remedy that breach within ten Business Days of being notified in writing to do so;

      3. the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ("IA 1986") as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986; or

      4. the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

    2. The Customer may cancel the Contract by written notice to the Supplier at any time.

    3. The Customer acknowledges that the Supplier needs to purchase the Consumables (or ingredients for their preparation) and to hire equipment and labour in advance of the Event and that it may be unable to recoup these costs if the Customer cancels the Event. If the Customer cancels the Contract under clause 10.3 (other than for a Force Majeure Event, or in accordance with clause 10.5 or in accordance with clause 2.3 because the Booking Confirmation does not reflect the Customer's wishes), the Supplier reserves the right to charge a cancellation fee. If the Supplier, using its reasonable endeavours, is able to mitigate its losses as a result of the cancellation, it shall make an appropriate deduction or credit to the cancellation fee. The cancellation fee shall be:

Cancellation before the Event Date

Cancellation fee

More than 6 months before the Event Date.

No cancellation fee and refund of the Deposit to the Customer.

More than 30 Business Days but less than 6 months before the Event Date.

30% of the Charges.

More than 20 Business Days but less than 30 Business Days before the Event.

60% of the Charges.

More than 5 Business Days but less than 20 Business Days.

80% of the Charges.

5 Business Days or less before the Event Date.

100% of the Charges.

  1. Survival

On completion or cancellation of the Contract for whatever reason any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after completion or cancellation shall remain in full force and effect and completion or cancellation of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of completion or cancellation, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of completion or cancellation.

  1. General

    1. Force majeure

      1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control ("Force Majeure Event").

      2. In the event of a Force Majeure Event, either party shall be entitled to cancel the Contract by immediate written notice to the other party. If the Contract is cancelled, the Supplier shall be entitled to charge the Customer for [reasonable] preparation and administration costs incurred by the Supplier and any [unavoidable] third party costs or expenses paid or committed to by the Supplier for the Event (together, the "Supplier Costs") less any Charges paid by the Customer at the date of cancellation ("Customer Payments"). [If Customer Payments [excluding the Deposit] exceed Supplier Costs, the Supplier shall reimburse the difference to the Customer].

    2. Assignment and other dealings

      1. Subject to clause 12.2(b), neither party shall assign, novate or transfer any or all of its rights and obligations under the Contract without the prior written consent of the other party [(such consent not to be unreasonably withheld or delayed)].

      2. The Supplier may, on written notice to the Customer, assign, novate or transfer any or all of its rights and obligations under the Contract to a member of the Supplier Group or to any person to which it transfers its business or that part of its business to which the Contract relates. "Supplier Group" means the Supplier, any subsidiary or holding company of the Supplier, and any subsidiary of that holding company from time to time.

    3. Sub-contracting

Either party may sub-contract any of its obligations under the Contract without the prior written consent of the other party. The sub-contracting party shall be responsible for all acts and omissions of its sub-contractors as if they were its own acts or omissions.

  1. Confidentiality

    1. Each party undertakes that it shall not at any time during the Contract, and for a period of two years from completion or cancellation of the Contract, disclose to any person any confidential information (whether disclosed or made available to it in writing, orally or by any other means) concerning the business, assets, affairs, pricing, customers, suppliers, plans, products or know-how of the other party, except as permitted by clause 12.4.2.

    2. Each party may disclose the other party's confidential information:

      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know that information for the purposes of carrying out the party's obligations under the Contract ("Representatives)". Each party shall ensure that its Representatives to whom the other party's confidential information is made available in connection with the Contract are informed of its confidential nature and comply with this clause 12.4; and

      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    3. Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under the Contract.

  2. Entire agreement

    1. The Contract constitutes the entire agreement between the parties.

    2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

  3. Announcements

    1. The Supplier may use the Customer's name and logo for the purposes of promoting its work and its business including on the Supplier's website and in credentials pitches.

    2. Subject to clause 12.6.1, neither party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of the Contract, or the relationship between the parties, without the prior written consent of the other party [(such consent not to be unreasonably withheld or delayed)], except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

  4. Variation

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  1. Waiver

A waiver of any right or remedy is only effective if given in writing [and shall not be deemed a waiver of any subsequent right or remedy]. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

  1. Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

  1. Notices

    1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

      1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

      2. sent by email to the following addresses (or an address substituted in writing by the party to be served):

Supplier: matt@marthahollis.co.uk.

Customer: At the address given in the Booking Confirmation.

  1. Any notice shall be deemed to have been received:

    1. if delivered by hand, at the time the notice is left at the proper address;

    2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

    3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

  2. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

  3. Third party rights

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

  1. Governing law

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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