TERMS & CONDITIONS

BACKGROUND:
These Terms and Conditions (“Terms”) are the standard terms for the provision of Catering Services and for providing Events Management Services, by SoFood! Limited and shall apply to the provision of these services to all customers. SoFood! Limited are a company registered in England & Wales under number 08685351 whose registered office is at Maple House, Queensway Business Park, Queensway, Telford, TF1 7UL.
1. Definitions and Interpretation
1.1 In these Terms, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day”
means any day other than a Saturday, Sunday or bank holiday;
“Calendar Day”
means any day of the year;
“Catering Services”
means the catering services (including the supply of Food) which are to be provided by Us to You as specified in Your Order (and confirmed in Our Order Confirmation);
“Catering Staff”
means Our employees provided as part of the Catering Services, if agreed in the Order Confirmation;
“Confidential Information”
means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Contract”
means the agreement for the provision of the Services comprising of Your Order, Our Order Confirmation and these Terms;
“Data Protection Legislation”
means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time),in the UK and subsequently 2) any legislation which succeeds the GDPR;
“Delivery Date”
means the date and time, as confirmed in Your Order Confirmation, that the Catering Services shall be supplied and the Food will be delivered to Your premises or any other venue as specified in the Order Confirmation;
“Deposit”
means an advance payment made to Us as set out in the Order Confirmation;
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“Event”
means the event hosted and organised by You for which the Events Management Services are required as described in Your Order;
“Events Management Services”
means the events management services which are to be provided by Us to You as specified in Your Order and as confirmed in Our Order Confirmation;
“Food”
means the food and/or any drinks and beverages that We will provide as part of the Catering Services;
“Order”
means Your order for the Services;
“Order Confirmation”
means Our acceptance and confirmation in writing of Your Order;
“Site”
means the premises where the Event is to take place, as detailed in the Order and confirmed in the Order Confirmation;
“Services”
means all services provided by Us to You including the Catering Services, Events Management Services and Vending Machine Services;
“Total Price”
means the price payable by You for the Services;
“Vending Machine Services”
means the re-stocking and other services relating to a vending machine and which are to be provided by Us to You as confirmed in Our Order Confirmation or as otherwise agreed in writing;
“We/Us/Our”
means SoFood! Limited, a company limited by shares registered in England under number 08685351 whose registered office is at Maple House, Queensway Business Park, Telford, TF1 7UL; and
“You/Your”
means the Customer, as confirmed in the Order and Order Confirmation.
1.2 Each reference in these Terms to “writing” and any similar expression includes electronic communications whether sent by e-mail, fax or other means.
1.3 Each reference to a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.
1.4 The headings used in these Terms are for convenience only and shall have no effect upon the interpretation of these Terms.
1.5 Each reference to the singular number shall include the plural and vice versa.
1.6 Each reference to any gender shall include the other gender.
1.7 References to persons shall include corporations.
2. Information About Us
2.1 Our VAT number is 292158488
2.2 We are regulated by the Food Standards Agency
2.3 We are a member of the British Sandwich Association (BSA) and the Nationwide Caterers Association (NCASS)
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3. The Catering Services
3.1 The Contract shall come into force on the date of the Order Confirmation.
3.2 We warrant and undertake that We will provide the Catering Services to You, using reasonable skill, care and diligence, consistent with best practices and standards in the catering industry.
3.3 If We require any information or action from You in order to provide the Catering Services, We will inform You of this as soon as is reasonably possible.
3.4 If the information or action required of You under sub-Clause 3.3 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on Your part, We may charge You a reasonable additional sum for that work.
3.5 You acknowledge that We will rely on the information, including the type of Food and the quantity of Food to be provided, supplied by You on the Order and confirmed by Us in the Order Confirmation, and You understand that You are responsible for ensuring that the Order is accurate and complete. We shall not be liable for the Catering Services supplied if they conform with the Order Confirmation and as per clause 3.4, You may be charged for any additional work in addition to the Total Price.
3.6 Specific Food that is required for food allergies will be catered for only if this has been requested by You in the Order or at the time of ordering and this has been agreed in writing by Us in the Order Confirmation. Although we can cater for special diets if agreed beforehand, we cannot guarantee that all Food will not contain traces of allergenic ingredients. The responsibility for notifying consumers of Food supplied by Us of allergenic ingredients rests with You.
3.7 We follow all relevant HACCP guidelines at all stages of food preparation including, but not limited to, production and handling.
3.8 If, due to circumstances beyond Our control, We have to make any change in the Catering Services, We shall be entitled to do so provided that We notify You forthwith and that We use all reasonable endeavours to keep such changes to a minimum and seek to provide You with services as close to the original as is reasonable possible in the circumstances.
4. Delivery of the Catering Services
4.1 We shall ensure that all Food delivered by Us under the Contract is transported in suitably temperature controlled containers and We shall remain responsible for the Food during transit.
4.2 We will deliver the Food by the latest expected delivery time on the Delivery Date as specified in the Order Confirmation or, if You are collecting the Food from Us, We will make it available for collection by the latest time and date specified in the Order Confirmation, or as specified online (if ordered online).
4.3 We will use reasonable endeavours to ensure that the Food is ready for collection or delivered by the latest expected time on the Delivery Date as specified in the Order Confirmation but time is not of the essence.
4.4 If specified on the Order Confirmation as part of the Catering Services to be provided, We shall arrange and set out the Food upon delivery.
4.5 We may provide plates, tongs, cutlery and other utensils and equipment as
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necessary. The responsibility and risk for such equipment will be Yours upon delivery (as defined in clause 4.9) until it is collected by Us and You will be liable to pay to Us the full replacement value of any items that have gone missing or have been damaged howsoever caused.
4.6 If Catering Staff are to be provided as part of the Catering Services, the Catering Staff will be available at the time, date, and for the working hours, specified in the Order Confirmation. If, for any reason, the Catering Staff are required to work above the working hours specified in the Order Confirmation then additional charges will be incurred by You to cover the overtime working.
4.7 We shall rely on the delivery information that You provide and you warrant to Us that the delivery address, delivery instructions and any other delivery information is complete, clear and accurate. We cannot be held responsible and shall not be liable for late delivery or failure to deliver where You have provided us with incorrect or unclear delivery information or we are unable to access the premises.
4.8 If we cannot deliver the Food as part of the Catering Services due to inaccurate or unclear delivery instructions, if the property is inaccessible or if there is no one there present to accept the delivery, then You shall still be liable to pay the Total Price for the Catering Services, in full, under the Contract.
4.9 Delivery of the Food (and any utensils or equipment) will be deemed to have taken place when the Food has been delivered to the premises as indicated in the Order Confirmation and You (or someone identified by You) have taken physical possession of it. If You are collecting the Food from Us, delivery will be deemed to have taken place when You have collected it.
4.10 The responsibility (also known as “risk”) for the Food remains with Us until delivery is complete as defined in sub-Clause 4.9 at which point it will pass to You.
4.11 You shall, on delivery, be responsible for checking that all Food ordered under the Contract has been delivered and is correct as per the Order Confirmation.
4.12 Title to the Food passes to You once We have received payment of the Total Price in full.
5. Vending Machines
5.1 If, as confirmed in Our Order Confirmation, We are providing you with a vending machine then this will be leased to You at the cost and on the terms as specified in the Order Confirmation, in addition to these Terms. You will not own the vending machine but will lease it, from Us, for the duration of the Contract. We will continue to own the legal and beneficial title in the vending machine.
5.2 Alternatively, the vending machine may be leased to You by a third party. In this case, the vending machine will remain the property of that third party and We will provide the Vending Machine Services as detailed in the Order Confirmation or as otherwise confirmed in writing.
5.3 If We lease the vending machine to You, then You shall not move the vending machine from the premises or to an alternative premises, unless you have prior written confirmation from Us.
5.4 In order for us to be able to carry out the Vending Machine Services, We will require You to ensure that access is provided to Us as required, during Your opening hours on Business Days. We will confirm with you in the Order Confirmation, or as otherwise agreed, the frequency of our visits to re-stock the vending machine and
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this may be amended as we deem necessary.
5.5 Under the Contract and as part of the Vending Machine Services We provide, We may be responsible for the maintenance and/or repair of the vending machine as set out in your Order Confirmation. If you have any problems with the vending machine then you should notify us immediately and in any event, within 24 hours. Repair services will not be carried out under the Contract where we reasonably believe that the fault or damage is due to deliberate damage, misuse of the machine, or the machine being altered or modified.
5.6 You are responsible for, and will be required to indemnify Us for any loss or damage to the vending machine that we lease to You that occurs during the Contract. In the event of any loss or damage occurring, You must notify Us immediately and, in any event, within 24 hours.
5.7 In addition to the provisions in clause 8 which will apply to the Vending Machine Services, We reserve the right in the event that you have failed to make any payment that is due to Us and/or have breached any of these Terms, to repossess the vending machine which has been leased to You and You irrevocably authorise Us to enter Your premises during normal business hours for the purpose of repossessing.
5.8 You are not entitled to pledge or in any way charge by way of security for any indebtedness any vending machines which remain the property of Ours.
5.9 You can cancel your Contract for the Vending Machine Services by giving us written notice as per the Order Confirmation. If your Order Confirmation states that the Contract is for a minimum term then We reserve the right to invoice you for the remainder of the term, immediately upon cancellation.
5.10 Clause 7.3 will apply to the provision of Vending Machine Services.
6. The Events Management Services
6.1 The Contract shall come into force on the date of the Order Confirmation.
6.2 We shall provide the Events Management Services to You, as per the specification detailed in the Order Confirmation, using reasonable skill and care consistent with best practices and standards in the events management industry sector.
6.3 You acknowledge that We may use trusted third-party suppliers to carry out some of the Events Management Services and by entering into a Contract with Us, You authorise Us to contract with third parties to carry out the Services, as necessary.
6.4 We reserve the right to make reasonable substitutions and modifications to any equipment used in the provision of Events Management Services, as necessary.
6.5 You are responsible for, and will be required to indemnify Us for the full market value of any equipment that is lost or damaged during the Event.
6.6 We shall act in accordance with all reasonable instructions given to Us by You provided such instructions are compatible with the specification of Events Management Services as agreed and providing such instructions do not contravene any legislation or regulation provision applicable to the provision of the Events Management Services by Us.
6.7 You promise and warrant to Us that You have obtained all consents, licences, permissions, authority to enable Us and give Us the right to deliver the Events Management Services on Site, unless You have informed us in writing otherwise.
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6.8 You shall be responsible for providing Us with full details of the Event when placing Your Order, to include where appropriate:
6.8.1 full and detailed Site information, including the full address of the Site, loading and access points, facilities and services on Site;
6.8.2 full details of any specific health and safety issues and/or risks, any health and safety requirements relevant to You and/or the Site and a completed Site risk assessment;
6.8.3 number of expected attendees to the Event and maximum capacity of the Site;
6.8.4 date and duration of the Event and times that We can access the Site for set-up;
6.8.5 any staff that will be provided by the Site or any staff that are required, including the number of staff needed and the hours necessary;
6.8.6 licences, permissions, consents, authority that you have obtained in relation to the Event or that You will obtain before the Event;
6.8.7 full and detailed instructions regarding the planned Event and the proposed Events Management Services you want us to carry out;
6.8.8 list and contact details of all proposed and/or confirmed vendors, the Site manager and any other necessary contacts.
6.9 You will remain responsible for all health and safety in relation to the Site, the Event, the attendees and any other permitted person on Site and will use all reasonable endeavours to ensure that all persons on Site adhere to the relevant health and safety requirements. If We, or any suppliers acting on Our behalf, have reason to believe that You or any attendees may be behaving dangerously or acting in a manner which may lead to a disruption of the Services, then We and/or Our suppliers will leave the Event and You will not be entitled to any refund of the Total Price.
6.10 We shall rely on the information that You provide to Us for Us to carry out the Events Management Services and You warrant that all information, and documents, that You have provided are true, accurate and complete in all material respects. You will update Us as soon as possible if any of the information You have provided to Us has changed.
6.11 If We require any additional information or action from You in order to provide the Events Management Services, We will inform You of this as soon as is reasonably possible.
6.12 Where the Event is cancelled or terminated and where such cancellation or termination occurs due to reasons which are outside Our reasonable control, We shall be entitled to retain from any sums hitherto received from You or which may still be due from You to Us in accordance with clause 7.2.
7. Changes and Cancellation to the Catering or Events Management Services
7.1 You may request a change to the Services before the agreed Delivery Date or Event as set out in Your Order Confirmation provided that this request is reasonable and made as soon as possible. We will use reasonable endeavours to accommodate any such requested change but We do not undertake that We will be able to do so, particularly if changes are requested only a short time before the Delivery Date or the Event. If You make a requested change, We will inform You of any Total Price
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increase to reflect the change and will ask You if You wish to proceed with that change in the light of such increase before We take any action to implement the change.
7.2 If You have placed an online order for Our Catering Services, You may cancel these Services, without any fee, online using the cancellation button before [2pm] the day before the Delivery Date. Any cancellation after 2pm the day before the Delivery Date will result in You being liable to Us as per Clause 7.3.
7.3 You may request to cancel the Contract before the agreed Delivery Date or Event. However, subject to clause 7.2, any cancellation where We are not at fault and where We have already begun work under the Contract to include, Food being prepared, orders placed with a third party or any expenses incurred by Us, you will be liable to pay to Us, immediately on cancellation:
7.3.1 any expenses that We have incurred in preparation of the Services;
7.3.2 a percentage of the Total Price, decided by Us at our reasonable discretion, to take into account any work that We have already done in performance of the Contract; and
7.3.3 We will have the right to retain Your Deposit.
7.4 Further to clause 7.3, if You cancel the Contract for Events Management Services within 4 weeks of the date of the Event, then We reserve the right to charge you the Total Price in full.
7.5 We have the right to cancel the Contract with You, in writing and any time before the Delivery Date or the Event, or anytime during the provision of the Vending Machine Services, if:
7.5.1 any sum owing to Us by You has not been paid and the due date for such payment has expired;
7.5.2 You commit any breach of any of the provisions of the Contract and, if the breach is capable of remedy, have failed to remedy it within 7 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied or, in any event, have failed to remedy the breach before the Delivery Date;
7.5.3 an encumbrancer takes possession, or where You have contracted with Us as a company, a receiver is appointed, of any of the property or assets Yours;
7.5.4 You make any voluntary arrangement with Your creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986); or
7.5.5 You, being an individual or firm, have a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Contract).
The following clauses shall apply to ALL Contracts
8. Price and Payment
8.1 The Total Price payable for the provision of the Services will be that shown on the Order Confirmation or as otherwise agreed in writing and You agree to pay Us the
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Total Price on delivery of the invoice or as otherwise stated in the Order Confirmation or any other document as agreed.
8.2 The Total Price is exclusive of VAT unless otherwise stated.
8.3 Before We provide the Services, You may be required to pay a Deposit. Any Deposit payable and the due date for the Deposit will be confirmed in the Order Confirmation or any other document as agreed.
8.4 In addition to a Deposit as set out in clause 8.3 above, We reserve the right to invoice you in advance of the Delivery Date or Event and payment will be due on or before the due date as set out in the invoice.
8.5 Failure to make payment of the Deposit and/or the invoice by the due date shall entitle us to cancel the Contract as set out in clause 7.3.
8.6 The Total Price shall be paid by You without any set-off, withholding or deduction.
8.7 Time shall be of the essence for payments. If payment is not made by You to us, by the due date, then We reserve the right to claim compensation from You and charge you interest on the overdue sum at the rate of 4% per annum above the base lending rate of the Bank of England from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgement. You must pay any interest due when paying an overdue sum.
9. Insurance
9.1 We shall ensure that We have in place at all times suitable and sufficient public liability insurance in order to provide the Services.
9.2 Where we provide Services to You at Your premises, You will ensure that You have appropriate insurance and comply with all appropriate legislation for Us, and/or Our trusted suppliers, to be able to carry out the Services and work at Your premises.
10. Liability and Indemnity
10.1 Except in respect of death or personal injury caused by Our negligence, and except in respect of fraud or fraudulent misrepresentation, We shall not by reason of any negligent or innocent misrepresentation, implied warranty, condition or other term, or any express term of the Contract, or negligence or other duty at common law, be liable in contract or tort (including negligence) for any loss of profit, loss of anticipated savings, or any indirect, special or consequential loss, damage, costs, expenses or other claims arising from any act or omission of Us or any of Our agents or employees or sub-contractors or any other in connection with the performance of obligations arising under the Contract or with the use by You of the Services supplied.
10.2 You shall indemnify Us against all damages, costs, claims and expenses incurred by Us arising from loss or damage to any equipment (including that of third parties) caused by You or Your agents or employees.
10.3 You shall indemnify Us against all damages, claims, costs and any other expenses incurred by Us arising from any act or omission of You or any of Your agents or employees or sub-contractors in connection with the performance of Your obligations arising under the Contract and specifically in relation to Your health and safety obligations as set out in sub-Clause 6.8 and 6.9 and any Health and Safety related claim
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10.4 We shall not be liable to You or deemed to be in breach of the Contract or these Terms by reason of any delay in performing, or any failure to perform, any of Our obligations if the delay or failure was due to any cause beyond Our reasonable control.
11. Confidentiality
11.1 Each Party undertakes that, except as provided by sub-Clause 11.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and for 2 years after its termination:
11.1.1 keep confidential all Confidential Information;
11.1.2 not disclose any Confidential Information to any other party;
11.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Contract;
11.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
11.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 11.1.1 to 11.1.4 above.
11.2 Either Party may:
11.2.1 disclose any Confidential Information to:
11.2.1.1 any sub-contractor or supplier of that Party;
11.2.1.2 any governmental or other authority or regulatory body; or
11.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by the Contract (including, but not limited to, the provision of the Catering Services),or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 11.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 11, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
11.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.
11.3 The provisions of this Clause 11 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.
12. Force Majeure
12.1 We will not be liable for any failure or delay in performing Our obligations under the Contract where that failure or delay results from any cause that is beyond Our
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reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, adverse weather conditions, earthquakes, subsidence, acts of terrorism (threatened or actual),acts of war (declared, undeclared, threatened accrual or preparation for war) epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
12.2 In the event that We cannot perform Our obligations under the Contract as a result of force majeure, resulting in us being unable to provide the Services on the Delivery Date / date of the Event, then We will provide written notice to You. In the event of such termination, We will agree with You, a fair and reasonable payment for services rendered up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Contract.
13. Data Protection
13.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and Your rights under the GDPR.
13.2 We shall process all personal data forwarded to Us by You, in accordance with Our Data Processing Agreement.
14. No Waiver
No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
15. Assignment
15.1 We may transfer (assign) Our obligations and rights under the Contract to a third party. If this occurs, We will inform You in writing. Your rights under the Contract will not be affected and Our obligations under the Contract will be transferred to the third party who will remain bound by them.
15.2 You may not transfer (assign) Your obligations and rights under the Contract without Our prior express written permission.
16. Relationship of the Parties
Nothing in the Contract shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Contract.
17. Non-Solicitation
17.1 Neither Party shall, for the term of the Contract and for a period of 6 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Contract without the express written consent of that Party.
17.2 Neither Party shall, for the term of the Contract and for a period of 6 months after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business
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of that Party without the express written consent of that Party.
18. Third Party Rights
No part of the Contract shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply.
19. Entire Agreement
Each Party acknowledges that, in entering into the Contract, it does not rely on any representation, warranty or other provision except as expressly provided in the documents comprising the Contract, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
20. Severance
In the event that one or more of the provisions of the Contract is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Contract. The remainder of the Contract shall be valid and enforceable.
21. Law and Jurisdiction
The Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales and any dispute, controversy, proceedings or claim between the Parties relating to the Contract shall fall within the exclusive jurisdiction of the courts of England and Wales.