Terms And Conditions

Introduction:

1. This agreement (the “Agreement”), comprising the Booking Details and the Standard Terms and Conditions, governs the terms agreed between This is Cluck Limited of 85 Great Portland Street, London, W1W 7LT t/a Host (“Host”) and the Client (each a “Party” and together the “Parties”) in respect of the Client’s booking of the Event.
2. In the event of a conflict between the Booking Details and the Standard Terms and Conditions, the Booking Details shall prevail.
3. In this Agreement:
   1. clause headings are for convenience only and shall not affect the interpretation of this Agreement;
   2. use of the singular includes the plural, and vice versa;
   3. any phrase introduced by the terms “including”, “include” or any similar expression shall be construed as illustrative and shall not limit the words preceding those terms;
   4. in writing includes by email, unless otherwise indicated.

The Event:

4. Host shall use all reasonable endeavours to provide the Event in accordance with the Event Details.
5. Host shall not be liable for a failure by the Client to notify Host of changes required to the Event (e.g. dietaries) beyond the deadline(s) set out in the Booking Details.
6. The Client takes full responsibility for the behaviour and actions of its guests during and in respect of the Event.
7. In the event that Host is charged fees, fines, costs (or otherwise) from the Venue that relates to the Event, for example, damage or overrun fees, the Client shall pay these costs in full.

Fees and Payment:

8. The Client shall pay the Deposit upon signature hereof to secure the Event booking. Save as expressly set out herein, the Deposit shall be non-refundable. The remaining Payment Terms shall be as set out in the Booking Details.
9. The Fixed Fee covers the cost of the Event for a maximum number of guests. No discount will be provided in the event of non-attendance of a guest(s). In the event that the number of guests increases (and the Venue can accommodate the additional guests, in its discretion), an Additional Per Head Cost will be payable by the Client to Host.
10. No allowance or refund can be made for any booked items set out in the Event Details, which are later cancelled by the Client or otherwise not used.
11. All prices quoted are exclusive of VAT unless otherwise stated.
12. Time shall be of the essence for all payment obligations under this Agreement. Failure to make a payment when due shall constitute a material breach of this Agreement.
13. If any payment due under this Agreement is not received by the due date, Host reserves the right to charge interest at the prevailing rate plus 5%.
14. Commercial card payments will incur a handling fee of 2% of the total payments made.
15. The Client shall be responsible for and shall pay for any Additional Charges which shall be payable immediately at the Event when they are incurred. Any Additional Charges which remain unpaid after the Event shall be invoiced by Host and shall be paid by the Client within seven (7) days of the date of invoice. Host shall be entitled to request pre-authorisation in respect of any Additional Charges incurred by any employees, guests or delegates of the Client.
16. Host reserves the right to increase the Fixed Fees on reasonable notice to the Client in the event that, through no fault of Host, the prices originally quoted were incorrect (for example, because the Venue failed to give Host the correct information).

Cancellation:

17. If the Client wishes to cancel the booking, this must be advised to Host in writing (email to suffice) (the “Cancellation Notice”). Notice of cancellation shall be effective, final and binding on the working day on which the Cancellation Notice is received by Host. Any Cancellation Notice received out of the hours of 9.00am and 5.00pm shall be deemed to be received on the next working day.
18. Any postponement or part cancellation of the Event shall be considered as a full cancellation hereunder.
19. Upon cancellation of an Event booking, Host will charge a cancellation fee (the “Cancellation Fee”). The Cancellation Fee shall be a percentage of the Total Fees and will be calculated according to the number of clear days (excluding the date of receipt of the Cancellation Notice and the date of the Event) between the Cancellation Notice and the Event, as follows:
    1. More than 12 weeks: 50% of the Total Fees; and
    2. Less than 12 weeks: 100% of the Total Fees.
20. The Cancellation Fee is a genuine pre-estimate of the loss Host will incur arising out of a cancellation, and is payable by the Client whether or not Host finds alternative business in respect of the cancellation.
21. In addition to the Cancellation Fee, the Client must reimburse Host for any expenditure incurred in respect of any cancelled booking including (but not limited to) any costs, charges or penalties as a result of having to make any cancellation of its own arrangements with third parties in relation to the Event (the “Cancellation Expenses”).
22. Host may invoice the Client for any Cancellation Fee plus the Cancellation Expenses at any time after the cancellation and payment shall be due immediately.

Force Majeure

23. In the event that the Event is prevented due to an act of God, act or regulation of public authority, civil disorder, strike, epidemic, pandemic (but excluding illness of Event guests), terrorism or war conditions, or any other cause beyond the affected party’s reasonable control (a “Force Majeure Event”) the Parties shall use all reasonable endeavours to re-arrange the Event to a mutually convenient time once the Force Majeure Event has ceased to affect it. In the event that the Parties cannot agree to the rescheduled Event, despite using all reasonable endeavours to do so, this Agreement shall terminate and Host shall refund to the Client any portion of the Total Fees received less all non-cancellable costs and expenses incurred by Host in respect of the Event.

Warranties:

24. Both Parties represent, undertake and warrant that:
    1. They have the necessary authority to enter into this Agreement and grant the rights and accept the obligations contained herein; and
    2. They will not act in a way which might reasonably be seen to negatively impact the reputation of the other Party.

Termination:

25. Either Party may terminate this Agreement in the event of a material breach by the other Party either: (i) not capable of remedy; or (ii) capable of remedy but not so remedied within 14 days of receipt by the Party in breach of notice of such breach.
26. In the event of a termination under clause 25 by Host due to a material breach by the Client, the Fee shall remain payable in full and any portion of the Total Fees not yet received by Host from the Client shall be payable immediately upon the effective date of termination.
27. In the event of a termination under clause 25 by the Client due to a material breach by Host, Host shall promptly return any portion of the Fee that it has received from the Client and not further payment of the Fee shall be payable by the Client.

Miscellaneous:

28. Limitation of Liability: To the fullest extent permitted by applicable law the Parties acknowledge and agree that in no event will (i) either Party be liable to the other Party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data), arising out of or in connection with this Agreement, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise; and (ii) Host’s liability to the Client in respect of all matters concerning this Agreement shall be capped at the Total Fees.
29. Arbitration And Waiver Of Certain Rights: All disputes arising out of or related to this Agreement or any aspect of the relationship between Host and the Client, (whether based in contract, tort, statute, fraud, misrepresentation or any other legal basis) will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury. The Client further agree that any arbitration under this agreement will take place on an individual basis; class arbitrations and class actions are not permitted and in entering this Agreement, the Parties give up the ability to participate in a class action.
30. Entire Agreement: This Agreement constitute the entire agreement between Host and the Client in respect of the Event, and supersede any and all previous or contemporaneous agreements between them relating to the same (whether written, oral or otherwise).
31. No Third-Party Rights: No third-party rights are created, nor intended to be created, by this Agreement.
32. No Partnership: The Parties enter into this Agreement as independent contractors and not as: (i) employer and employee; (ii) principal and agent; (iii) partners; (iv) joint venturers; or (v) in any other capacity.
33. Confidentiality: In the event that the Parties become party to confidential information concerning on another (which may include information on its financial or business affairs), the receiving party agrees not to disclose such confidential information other than to its professional advisors (on a need to know basis) or as required by law.
34. Waiver and Severability: Any failure by a Party to enforce any provision of this Agreement is not a waiver of any right to do so later. In addition, if a provision of this Agreement is later found to be unenforceable, such provision will be replaced with a reasonable substitution to reflect the Parties’ intention, and all remaining provisions of the Agreement shall remain in full force and effect.
35. Assignment: The Client may not assign any of its rights or obligations under this Agreement, and any attempt to do so shall be void. Host may assign any rights or obligations under this Agreement in its absolute discretion.
36. Governing Law: This Agreement and any dispute or claim arising out of or in connection with them including contractual and non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England, and the Parties submit to the exclusive jurisdiction of the English courts.