Terms and Conditions
TERMS AND CONDITIONS FOR PROVISION OF SERVICES
- Definitions and Interpretation
1.1 In these Terms and Conditions for Provision of Services (“Terms”):
“Contract” means the agreement between the You and D+D for the supply of the Services and consisting of the documents referred to in clause 1.5 below
“Event” means a one-off Party with an agreed number of attendees as set out in the Booking Form
“Booking Form” means the Booking Form required to be completed by You and submitted to D+D requesting Services
“Price” means the price to be paid for the Services
“Third-Party Costs” means any third-party fees or expenses reasonably incurred by D+D for the purposes of the Event, including non-refundable Event Location fees or other third-party booking fees or deposits
“Services” means the services agreed to be provided by D+D in connection with the Event as set out in the Booking Form
“D+D” means Dilly + Diti Limited, a company registered in England and Wales with company number 10025112 and whose registered office is at Cedar Cottage, Monteith Close, Langton Green, Tunbridge Wells, Kent TN3 0AD. VAT Registration number 280 2328 23.
“Event Location” means the location of the Event as set out in the Booking Form
“You” means the person engaging D+D to perform the Services, as named in the Booking Form (and “your” shall be construed accordingly)
1.2 Clause headings shall be ignored in interpretation; the singular includes the plural and vice versa.
1.3 Any provision of these Terms, which is invalid or unenforceable for any purpose, shall be removed from these Terms for that purpose but shall otherwise remain valid and enforceable and shall not affect the validity of the remainder of the Contract.
1.4 Payments will be deemed made to D+D when they have been credited to D+D’s account in cleared funds.
1.5 The Contract comprises these Terms and the Booking Form.
1.6 If there is any inconsistency, the order of priority of the Contract documents shall be: (i) the Booking Form (ii) the Terms; variations of the Contract are effective only if agreed in writing by the parties.
- Formation of Contract and Rights to Vary or Cancel
2.1 Booking Forms shall not be deemed accepted by D+D until signed or acknowledged in writing by D+D.
2.2 No pre-contract representations made by D+D’s employees will apply to the Contract unless they are contained in or referred to in the Booking Form. In entering into the Contract, You acknowledge that You have not relied on any such representations unless they have been confirmed in writing.
2.3 You are responsible for ensuring the accuracy of the Booking Form submitted and for giving D+D any necessary information within a sufficient time to enable D+D to perform the Contract.
2.4 D+D reserves the right to make any changes to Services if necessary, to comply with any applicable law, regulation or safety requirement and to vary the Price by a fair and reasonable amount to take account of the variation. D+D will inform You of any such variation and of its effect, if any, on the Price, as soon as reasonably practicable.
2.5 You may cancel a Contract by notice in writing to D+D. Subject to clause 2.7, if You cancel the Event:
2.5.1 within fourteen (14) days before the agreed date, You must pay the Price in full plus all non-refundable Third Party Costs;
2.5.2 more than fourteen (14) days but within sixty (60) days before the agreed date, You must pay twenty-five per cent (25%) of the Price plus all non-refundable Third Party Costs;
2.5.3 more than sixty (60) days before the agreed date, D+D may require You to reimburse its non-refundable Third-Party Costs.
2.6 If You are engaging D+D for non-business related purposes and D+D have not met you in person, the Consumer Protection (Distance Selling) Regulations 2000 apply; this means you have the right to cancel the Contract within seven working days of receiving D+D’s signed written acknowledgement of the Booking Form. You can cancel your instructions by contacting us by post or email.
2.7 If D+D cancels the Contract other than pursuant to clause 10, it will repay all monies received from You.
2.8 If You wish to make an amendment to the Booking Form you should request the amendment in writing and D+D will within a reasonable time let You know:
2.8.1 whether it considers such amendment is reasonably practicable in all the circumstances; and
2.8.2 whether it affects the Price or any other terms or requirements relating to the Services.
If D+D considers in its discretion that any amendment is unsuitable for any reason it may refuse to accept such amendment and You may in that event cancel the Contract pursuant to clause 2.5.
2.9 On receipt of the information from D+D in 2.8 You shall have a reasonable period to confirm Your agreement to the change to the Price or other terms or requirements relating to the Services. D+D may delay performance of the Services or any part of them until it has received your written confirmation that You wish either to proceed or not to proceed with the amendments in question.
- Deposit and Price
3.1 If D+D provides You with an estimate of the Price or of any Third-Party Cost, we may withdraw or modify such estimate at any time. All estimates will otherwise automatically lapse thirty (30) days after issue.
3.2 You may be required to pay a non-refundable deposit of up to 50 per cent (50%) of the Price to secure the Services for your Event. The deposit will be payable prior to D+D acknowledging receipt of your signed Booking Form.
3.3 Following payment of the deposit, payment of the balance of the Price and reimbursement of D+D’s Third-Party Costs may be required in any number of instalments as more particularly specified in one or more invoices issued to You by D+D from time to time in accordance with its usual practice.
3.4 The Final Price will be inclusive of Value Added Tax and any other sales tax or excise duties where applicable.
3.5 D+D reserves the right to increase the Price before any Event to reflect any change requested by You as to the date of the Event, to numbers of attendees or to any specifications for the Services, or to take account of any delay caused by You or any failure by You to perform Your obligations in these Terms or by Your failure to give D+D adequate information or instructions.
- Payment Terms
4.1 Unless otherwise stated in the Booking Form, You must pay any invoice in full within five (5) working days of the date of the invoice.
4.2 You may not make any withholding, deduction, set-off, counterclaim or cross demand against an invoice other than in respect of a genuine dispute that You have brought to our attention in writing (with reasonable details) before the due date for payment. In that case You will pay the full amount not in dispute.
4.3 Time of payment is of the essence for the Contract.
4.4 If You fail to pay any invoice when due D+D may suspend the Services (including delaying planning for the Event and purchasing of any third-party goods or services required for the Event). If such delay causes a delay in the date of or cancellation of the Event, You shall remain liable to pay the invoice as well as interest on the overdue amount set out therein at the same rate as would apply were the debt a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998 calculated from the date payment fell due until the date of actual payment (or such lesser amount as is the maximum rate permissible by law)and the time for performance of the Services will be extended to take account of the delay. In any event You shall pay D+D any increased costs incurred by D+D as a result of such delay and D+D may alter its payment and credit terms under the Contract as it considers appropriate.
4.5 If You are engaging us for business-related purposes, D+D may (without limiting its remedies) charge You for D+D’s costs of collection and (as well after as before judgment) a sum equal to any loss suffered by D+D arising from such delay and D+D may cancel the Contract and any other contracts with You.
- Provision of Services
5.1 D+D shall use all reasonable endeavours to provide the Services in accordance with the Contract and shall perform the Services with all reasonable skill, care and diligence.
5.2 D+D shall:
5.2.1 use reasonable endeavours to ensure all staff are suitably qualified and trained to carry out the Services;
5.2.3 comply with all legislation regarding the Services.
5.3 If You are providing the Event Location, You shall:
5.3.1 grant D+D all reasonable access to the Event Location at times reasonably requested by D+D to enable D+D to assess the suitability of the Event Location and to prepare for and perform the Services;
5.3.2 ensure that the Event Location fully complies with the descriptions and terms set out in the Booking Form and are suitable and safe for the purposes of the Event; and
5.3.3 advise D+D without delay of any changes to the Event Location prior to the date of the Event.
5.4 If in D+D’s reasonable opinion the Event Location requested or provided by You is not suitable for the Event in question for any reason, it may require an alternative Event Location to be provided at Your expense or it may cancel the Contract by notice in writing to You (and in that event it shall repay all monies paid by You other than non-refundable booking fees or deposits paid to third parties incurred by D+D in relation to the Services).
- Safety and Security of Children Attending Your Event
6.1 It is Your responsibility to ensure all children attending the Event are appropriately supervised at all times. D+D accepts no liability for any costs, claim, losses or expenses as a result of: (i) any damage to property; or (ii) any personal injury, in each case as may be directly or indirectly caused by any breach of this clause.
6.7 You acknowledge and agree that D+D may take video and photographic footage of the Event and that appropriate footage which does not compromise the safety or security of any Child may be used by D+D for the purposes of promotion and marketing.
You acknowledge that all risks related to the Event, except for the risk of physical injury to person or damage to property directly caused by D+D’s negligence, are borne by You and You are advised to insure accordingly. You acknowledge that the Price reflects this balance of risk. Your attention is further drawn to the limitations of D+D’s liability in clause 9 below.
- Limitations of Liability
8.1 Nothing in these Terms shall limit or exclude any liability of D+D which may not be limited or excluded by law, including without limitation liability for death or personal injury caused by D+D’s negligence or for fraud or fraudulent misrepresentation.
8.2 Subject to clause 9.1, D+D shall have no liability (whether arising under contract, tort or for breach of statutory duty or otherwise) to the extent that such liability would not have arisen but for: (i) Your negligence or breach of the Contract; or (ii) the negligence of any of your agents; or (iii) the negligence of any of the guests attending your Event.
8.3 Subject to clause 9.1, You agree that by entering into the Contract you acknowledge that by participating in the Event you or any one or more of your guests may suffer loss or damage. You acknowledge that You have voluntarily assumed the risk of such loss or damage and You therefore waive any claim, and agree to indemnify D+D in respect of any third party claim from any one or more of your guests, for any such loss or damage against D+D and/or its employees.
8.4 Subject to clause 9.1, D+D’s aggregate liability for all claims in relation to the Contract (whether in contract, tort or for breach of statutory duty or otherwise) shall not exceed the Price.
8.5 Subject to clause 9.1, D+D shall not be liable for any loss which is or which represents disappointment, injury to feelings, loss of reputation, third party liability, loss of anticipated benefit, loss of profit or management time.
8.6 Subject to clause 9.1, D+D shall not be liable for any third-party service providers engaged by D+D as agents on your behalf.
8.7 D+D shall not be liable for any failure to perform any or all of its obligations under the Contract by reason of any severe weather, fire, flood or other act of God, armed conflict, civil unrest, industrial action, order of public authority, or any cause whatsoever beyond its control. In such circumstances D+D, without prejudice to the accrued rights and remedies of each party, may terminate the Contract without liability for such termination and shall refund the Price less any non-refundable deposits, booking fees or other charges incurred by it at the date of such termination for the purposes of the Services.
- Termination of the Contract
9.1 D+D may at any time terminate the Contract forthwith by written notice to You if You fail to pay to D+D any sum when due or if You fail to comply with any safety requirement or obligation set out in these Terms and do not remedy any breach within a reasonable time of notice from D+D to do so.
9.2 Either party may terminate the Contract forthwith by written notice to the other if the other party is or is deemed to be, insolvent or steps are taken to:
9.2.1 propose any composition, scheme or arrangement involving the other party and its creditors; or
9.2.2 obtain an administration order or appoint any administrative or other receiver or manager of the party or any of its property or otherwise enforce any security over the party’s property, or repossess its assets; or
9.2.3 file a petition in bankruptcy or to wind up or dissolve the party, or sequestrate its estate or outside England anything corresponding to any of the above occurs.
9.3 If the Contract is terminated, D+D (without prejudice to its other rights but subject to any relevant mandatory laws) may do any of the following:
9.3.1 declare immediately payable (and so interest-bearing under clause 3) any sums due to it by You, proceed against You for the same and/or damages, and appropriate any payment by You as represents sums due under the Contract;
9.3.2 suspend further performance of the Contract and/or any credit granted to You on any account.
9.4 Termination of the Contract shall not affect the accrued rights of the You and D+D under the Contract.
10.1 You acknowledge that all intellectual property rights in and relating to the Services (including but not limited to trade marks, copyright and design rights) shall remain the sole property of D+D.
10.2 No previous waiver of any breach of the Contract shall constitute any waiver of any right or remedy.
10.3 The Contract may not be assigned by either party without the written consent of the other party.
10.4 Clauses 1, 2.5, 2.7, 4.4, 4.5, 8, 9 and this clause 10 shall survive termination of the Contract.
10.5 A person who is not a party to the Contract has no right under the Contract (Rights of Third Parties) Act 1999 to enforce the Contract but this does not affect any right or remedy of a third party which is available apart from that Act.
10.6 The Contract shall be governed and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England.