Terms & Conditions
1.1 These conditions (Conditions), together with any documents specifically referred to in these Conditions, apply to any agreement between you, the customer specified in our invoice (Customer, you, your) and Grub Stub Limited (company number 3796991) of Norman House, Pixash Business Centre, Pixash Lane, Keynsham, Bristol, BS31 1TP, UK (GS, we, us, our).
1.2 When you accept any quotation we issue, whether by signature, email, purchase order or any other means, your acceptance will comprise an offer to us to contract on that basis (Offer). Your Offer will be accepted, and an agreement formed (Agreement), only when we issue an invoice accepting the terms of your Offer. Each Offer so accepted will comprise an ‘Order’ for the purpose of these Conditions and each Order, together with these Conditions, will form a separate and discrete Agreement. No estimate or quotation issued by us (whether orally or in writing) constitutes an offer, and we reserve the right to withdraw or revise the same at any time before issuing an invoice.
1.3 Anyone submitting an Offer on your behalf represents and warrants that they have the legal right and authority to bind you to the terms of the Agreement.
1.4 You agree that you have read, understood and agree to be bound by these Conditions and the terms of the Order and that you have not relied on any representation or statement other than as set out therein.
1.5 Unless otherwise agreed in writing, these Conditions apply to the exclusion of any and all terms and/or conditions that may be submitted by or for you under any purchase order or any other document or any implied by trade, custom, practice or course of dealing, all of which shall be void and of no effect.
1.6 If there is any inconsistency between the Order and these Conditions, the Order shall prevail.
2 Our Obligations
2.1 In consideration of the performance of your obligations hereunder, including the payment of the Charges, we will:-
(a) grant you a limited, non-exclusive, non-transferable and non-sublicensable right to use (and to authorise your personnel to use) our meal ticketing system (System) in connection with catering at the event described in the Order (Event);
(b) provide the hardware and other equipment described in the Order (Equipment) either by way or sale or else by way of hire (Hired Equipment) for use in connection with your use of the System at the Event;
(c) supply you with the consumables set out in the Order (Supplies); and
(d) provide such support services as may be reasonably required in connection with your use of the System at the Event, including any support described in the Order (Services).
2.2 We will provide you with access to the System once you have paid a deposit of 50% of the Charges in accordance with clause 3.1 below, to enable you to familiarise yourself with the System and to prepare and configure it (including the input of all relevant data) in readiness for the Event (the Preparation Period). Unless you raise any issues within the Preparation Period, you will be deemed to have evaluated the System and to have satisfied yourself as to its operation, functionality and readiness.
2.3 Full access to and use of the System will be provided only until the conclusion of the Event, after which only limited access will be permitted for certain post-Event assessment and analysis.
2.4 We warrant that: (a) the Equipment and the Supplies will correspond with their description under this Agreement and will be delivered in a condition fit for use as contemplated under this Agreement; (b) the Services will be provided with reasonable care and skill.
3 Price and payment
3.1 You agree to pay the charges set out in the Order (Charges). 50% of the Charges are payable within 30 days of the date of invoice, with the balance payable no later than one month prior to the first catering live day for the Event. However, if your Event is due to take place within 30 days of the date of invoice, the Charges are payable in full within 7 days of the date of invoice. Anything not expressly contained in the Charges will be charged in accordance with our standard price list in force from time to time and shall be payable within 14 days of invoice. We are under no obligation to provide any Equipment until you have paid all Charges in full.
3.2 Unless otherwise agreed in writing, all Charges are in pounds sterling and exclusive of any applicable VAT and any other applicable taxes, duties or levies and all costs or charges in relation to carriage, insurance and delivery, which (unless otherwise agreed) you will be responsible for paying.
3.3 Payment shall be made in full, net of all charges and without any deduction, withholding, counterclaim or set-off, by bank transfer to our nominated bank account. Time for payment shall be of the essence.
4 Your Obligations
4.1 You agree to:
(a) co-operate with us and provide us with such support and assistance as we reasonably require in connection with the performance of our obligations under the Agreement, including (if required) access to your premises, office accommodation, data and other facilities as reasonably required by us;
(b) promptly provide such data, documents, drawings, plans, diagrams, designs, reports, specifications or other information as we may reasonably require, and ensure that all such information is complete, true and accurate in all material respects;
(c) obtain and maintain all necessary licences, consents, permissions and to comply with all relevant legislation in relation to the Event and/or the use of the System and the Equipment;
(d) make available such staff and applicable sub-contractors or suppliers (if any) as we may reasonably require in connection with our performance of the Agreement and ensure their co-operation.
4.2 You shall be responsible for the well-being, safety and sustenance of our personnel, including all employees, contractors or agents, when they are on your premises or any location designated by you for the delivery of any Equipment, Supplies or Services and shall ensure that all occupier’s liability and other appropriate insurances exist and extend to the said personnel and that health and safety requirements are fully complied with.
4.3 You agree and accept that our ability to perform our obligations under the Agreement depends on you satisfactorily complying with your obligations and that we will not be responsible for any delay, loss or damage, cost increase or other consequences arising from any default or delay on your part.
4.4 You agree to take good care of the Hired Equipment and to maintain it in the same condition in which it was delivered (fair wear and tear only excepted). You also agree not to part with control of it and not to use the Hired Equipment for any purpose other than in connection with your authorised and proper use of the System for the Event. You also agree to ensure that the Hired Equipment is operated in a proper manner by competent personnel in accordance with any instructions given by us.
5 Delivery and collection
5.1 The Equipment and the Supplies shall be delivered and (where applicable) collected by us or our authorised agent in accordance with the timetable described in the Agreement.
5.2 Unless otherwise agreed, you will be responsible for the safe unloading, setup and installation of Equipment and Supplies on delivery and the safe and prompt decommissioning and packing/loading of Supplies for collection.
5.3 Unless otherwise agreed by GS, all packing cases and packing materials are returnable.
5.4 You agree to inspect the Equipment and Supplies on delivery. Any defects, damage or shortages must be notified to us immediately and, in any case, no later than 24 hours after delivery, failing which the quantity and quality of any Equipment or Supplies shall be deemed accepted. Claims for damage or defects not discoverable on reasonable examination must be made within 48 hours of discovery of the same.
5.5 We shall (at our option) repair or replace any defects, damage or shortages in the Equipment or Supplies which are notified in writing to us in accordance with clause 5.4 (or may instead apply an appropriate credit to the Price). However, we are not responsible for any defects or any other damage or loss caused by wilful damage, negligence (other than by our employees or agents), incorrect storage, application, movement or installation, defects caused by fair wear and tear or alteration or repair without our prior written agreement. You agree to return to us any defective or damaged Equipment or Supplies, at your risk and cost, as soon as possible and no later than 48 hours of notification of the defect, packaged and transported in accordance with our reasonable requirements.
6 Risk and title
6.1 The Hired Equipment shall remain our exclusive property at all times. You will have no property interest in it. We shall provide you with peripherals, accessories and instructions relating to the Hired Equipment and the use of the System. You will be responsible for arranging all other connections or equipment, including (without limitation) any internet connection, communications links and hardware, ethernet and other cabling and/or power.
6.2 Risk of damage to or loss of the Hired Equipment shall pass to you on delivery and shall pass back to GS on collection by or for GS.
6.3 Title to the Supplies shall pass to you only upon payment in full of the relevant Charges, until which point you will hold them on a fiduciary basis as our bailee. Until title in the Supplies passes to you, you undertake not to sell, offer to sell, lend, pledge or otherwise deal in or encumber any Supplies or do or permit any other act or thing that will or might jeopardise GS’s right, title or interest in or to the Supplies.
6.4 You agree to return to us all Hired Equipment immediately upon the expiry or termination of the Agreement or, if earlier, upon the end of the Event or your use of the same. You shall be responsible for any and all losses, costs or expenses resulting from your failure to do so.
From the date of delivery until collection by us or our agents, you agree to insure and keep insured the Equipment on GS’s behalf with a reputable insurer for at least its full replacement value against all normal commercial risks. You agree to provide GS with proof of the same upon request. If you fail to provide proof of insurance upon request, we may effect and maintain suitable insurance, the cost of which shall be borne by you.
8.1 Nothing in the Agreement shall exclude or restrict either party’s liability for death or personal injury resulting from that party’s negligence or any other liability which cannot be excluded or restricted by law.
8.2 All implied conditions, representations, warranties or other assurances as to description, quality or fitness of the Equipment, System, Supplies, Services or otherwise are, to the fullest extent permitted by law, excluded.
8.3 Subject to clause 8.1, we shall not (even if advised in advance of the possibility of the same) be liable for (whether arising by our negligence or otherwise): (a) any loss of profits, loss of business, loss of contracts, depletion of goodwill and/or similar losses or loss or corruption of data or information, in each case whether direct or indirect, or (b) any indirect or consequential loss, damage, costs or expenses.
8.4 We are not responsible for unauthorised access to your data or the unauthorised use of the Services or the System unless the unauthorised access or use results from our failure to meet our reasonable security obligations. All other use of the Services or the System shall be your responsibility, even if such use was not authorised by you.
8.5 Subject to clauses 8.1 and 8.3, our total aggregate liability arising out of or in connection with each Agreement howsoever such claim(s) arise (whether in negligence, breach of contract, misrepresentation or otherwise) shall in no circumstances exceed the amount paid or payable by the Customer in relation to such Agreement.
8.6 You recognise and accept that the internet carries inherent risks and that we cannot promise that the Services or your access to the System will be uninterrupted, error-free or immune from security risks. You accept that internet servers, equipment and telecommunications links are susceptible to crashes, downtime and security issues from time to time. We will use reasonable endeavours to maintain the continuity of the Services and the System and we will take reasonable steps to restore them should they become unavailable but we cannot provide any warranty in that respect.
9 Confidentiality and Data Protection
9.1 In this clause 9, Confidential Information means all information designated as confidential by the disclosing party in writing or which may reasonably be regarded as the disclosing party’s confidential information and includes (a) any process or know-how disclosed to you in respect of the Supplies, Equipment and/or System, (b) any information concerning the provisions of this Agreement, (c) non-public information concerning the other party’s business or financial affairs, and (d) any other confidential information which, if disclosed to a third party, could adversely affect a competitive advantage of the other party.
9.2 Each party shall both during and after the term of the Agreement (a) hold in confidence and neither use nor permit the use of any Confidential Information of the other party for any purpose other than to fulfil the first party’s obligations under this Agreement and (b) use at least the same degree of care to prevent the unauthorised copying, use and/or disclosure of the other party’s Confidential Information that the first party uses to protect its own Confidential Information of like importance.
9.3 Either party may disclose Confidential Information if and to the extent (a) required by applicable law or by a court or other competent authority (provided that before disclosing such information the disclosing party shall where practicable give the other party at least ten business days’ notice), (b) the information has come into the public domain through no breach of this Agreement, any third-party agreement or law, (c) it is known to the other party before this Agreement without any restriction on its disclosure and/or (d) disclosed to its professional advisers in confidence for the purpose of obtaining professional advice in connection with this Agreement.
9.4 Each party shall comply with all applicable data protection laws and regulations in respect of any personal data (as such expression is defined in the Data Protection Act 1998) controlled and/or processed by such party in connection with this Agreement and/or the Event.
9.5 It is acknowledged and agreed that the System requires the transfer of certain Customer personal data to and from us from time to time. You are the data controller in respect of such data and you agree to shall obtain all consents and clearances as may be required from time to time to enable us to process the personal data in connection with our performance of the Agreement.
10 Intellectual Property
10.1 In this clause 10 (and if used elsewhere in this Agreement): Marks means “Grub Stub” and/or any other name, mark, brand, logo or design owned by GS (or its licensors) and/or featured in, or associated with, any of GS’s products, materials and/or services; and GS IPR means any and all IPR subsisting in or in relation to the System, Equipment and/or any other Supplies and the Marks.
10.2 You hereby agree:
(a) all GS IPR shall remain the exclusive property of GS and/or its licensors;
(b) that GS shall own, on creation, any and all IPR in (and you hereby assign to GS with full title guarantee your entire right, title and interest, if any, in and to) any materials, works and/or goodwill developed by or for you in connection with any of the System, Supplies and/or Marks (such rights to be considered GS IPR for all purposes of this Agreement);
(c) not to copy, modify, adapt, disassemble, decompile or reverse-engineer the System or the Supplies (in whole or part), nor any materials or works of any kind (including any software or other GS IPR) comprised in them, nor to use any information provided by us or obtained by you during the performance of this Agreement to create any hardware configuration, software and/or wider system whose expression is substantially similar to that of the System (except to such extent as the same may not be prohibited by applicable law);
(d) not to interfere with any of the Marks and/or proprietary notices contained within any System or the Supplies;
(e) not to do (nor cause to be done) anything contesting or in any way impairing (or tending to impair) any of GS’s (or its licensors’) right, title or interest in or to any GS IPR; and
(f) to notify us promptly on becoming aware of any unauthorised use of the System or the Supplies by any person.
10.3 All rights not expressly granted to you under the Agreement are reserved to GS (or its licensors, as applicable).
11.1 The Agreement shall commence on the date your Order is accepted by GS in accordance with clause 1.2 and shall run for the full term of your permitted access to the System, unless otherwise specified in the Order. Each accepted Order comprises a separate and discrete Agreement. These Conditions shall apply for so long as the parties continue to do business with each other, unless otherwise agreed in writing.
11.2 Either party may terminate this Agreement with immediate effect on giving notice to the other if the other party:
(a) commits any material breach of this Agreement or any other contract between the parties (including any failure to make any payment in full by the due date) which is incapable of remedy or (if such breach is capable of remedy) if the party in default fails to remedy that breach within five business days of being notified in writing to do so; or
(b) ceases, or threatens to cease, to trade or an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party or an administrator, liquidator or equivalent is appointed over the assets or business of the other party or anything equivalent or analogous occurs in any jurisdiction.
11.3 Where we are entitled to terminate under this clause, we may alternatively suspend or cancel any further provision of System, Equipment, Supplies or Services under this Agreement and/or if any Equipment, Supplies, Services or use of the System have been delivered/provided but not paid for, all sums payable shall become immediately due and payable (whether or not already invoiced by us).
11.4 Termination of the Agreement shall not affect: (a) either party’s rights, obligations or remedies that have accrued before the date of termination; or (b) the coming into force or continuance in force of any provision of the Agreement that is expressly or by implication intended to come into or continue in force by or after such termination.
11.5 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement as a result of any event or circumstance beyond its reasonable control (including war, riot, accident, break-down of plant or machinery, governmental regulations, fire, flood and/or disaster) (Force Majeure), provided that such party promptly notifies the other in writing of the nature and extent of the Force Majeure.
12.1 Any notice to be given under this Agreement shall be in writing, in English and signed by or for the party giving it and shall be delivered personally or sent by first-class registered mail (or, if posted to or from the UK, an internationally recognised courier service) or by email to the other party at its postal address or email address specified in the Order or as the recipient may designate in accordance with this clause.
12.2 Each right or remedy of either party under this Agreement is without prejudice to any other of its rights or remedies (under this Agreement or otherwise).
12.3 This Agreement constitutes the entire agreement of the parties, and supersedes any previous agreement (whether oral or written) between the parties, in relation to its subject-matter. Each party acknowledges that, in entering into this Agreement, it is not relying on any representation or other assurance except as expressly set out or referred to in this Agreement, although nothing in this Agreement shall limit or exclude any liability for fraud.
12.4 The Customer may not, without GS’s prior written consent: assign, charge, license or otherwise dispose of or encumber any of the Customer’s rights under this Agreement; or sub-contract or delegate any of its obligations under this Agreement; or purport to do any of the same.
12.5 If a provision of this Agreement is, becomes or is found to be illegal, invalid or unenforceable (in whole or in part), the legality, validity and enforceability of the remainder of this Agreement shall not be affected. Any illegal, invalid or unenforceable provision of this Agreement shall apply with whatever deletion or modification is required to make it lawful, valid and enforceable while giving effect (as far as possible) to the commercial intention of the parties.
12.6 Nothing in this Agreement constitutes a partnership, joint venture, contract of employment or relationship of agency between the parties.
12.7 You will be notified of any amendments or updates to these Conditions, which shall become effective upon notification.
12.8 No third party has any rights to enforce any provision of this Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
12.9 This Agreement may be executed in separate counterparts (including, if successfully transmitted, by fax or by scanned copy sent by email).
12.10 This Agreement and any related dispute or claim (contractual or non-contractual) shall be governed by, and construed in accordance with, English law. Each party irrevocably submits for all purposes in connection with this Agreement (including any such dispute or claim) to the exclusive jurisdiction of the English courts.