Terms & Conditions

THE FOOD AND DRINK FORUM LIMITED

STANDARD TERMS AND CONDITIONS OF SALE

ENGAGEMENT & SERVICES

Engagement and initial discussion will normally be conducted in good faith in order to establish the Clients’ requirements. A General Service Agreement will be provided to the Client detailing the nature, timeframes, outcomes and or the fees for the service if applicable. All work and services delivered by the Forum are covered by these Terms together the relevant General Service Agreement as applicable to the service requested by the Client:

  1. For consultancy services; the Forum will discuss and complete SCHEDULE A – Commercial Services General Service Agreement. The document will provide details of the work to be carried out, timelines, the location(s) where the services are to be performed, any reporting procedures or milestones for completion and who the service will need to be provided or delivered to.
  2. For Part or Fully Funded support; the Forum will discuss and complete SCHEDULE B – Funded Project Support General Service Agreement. Enrolment and or other forms will also be provided to the Client. The Client will be required to complete all documentation including but not limited to; a diagnostic where applicable, all activity documentation, outcome/output forms and evidence related forms as part of the agreed engagement.
  3. For hiring of facilities or equipment; the Forum will discuss and complete SCHEDULE C – Hire Agreement General Service Agreement including details regarding the use, the fee or rate, confirmation of a condition report and requirements for usage and/or reinstating the facility or equipment in the same condition or replacement where items are in disrepair.
  4. For the short term leasing of facilities and or equipment; the Forum will discuss and complete SCHEDULE D – a License to Occupy – General Service Agreement including other documents stating the details, the use, the fee or rate, confirmation of a condition report and requirements for usage and or reinstating the facility or equipment in the same condition or replacement where items are in disrepair.
  5. For the long term leasing of facilities and or equipment; the Forum will discuss and complete SCHEDULE E – a Lease – General Service Agreement and the Client will complete the Lease and other related documents such as but not limited to; Tenant Welcome Packs, instructions and condition reports or replacement where items are in disrepair.
  6. For any service/s relating to membership of the Forum, whether a free or paid for package; the Forum will make every effort to provide such services as described on any membership form however, the Forum may change, remove or provide alternative offers in accordance with these terms. If the Client is admitted as a member of the Association, the Client undertakes to contribute such amount as may be required (not exceeding £1) to the assets of the Association if the Association is wound up while the Client is a member or within one year of the Client ceasing to be a member.

 

OUR SERVICES AND ATTITUDES PROMOTE WORKING POSITIVELY

The Forum encourages positive actions from its directors, stakeholders, employees, clients, subcontractors, agents and third parties for the benefit of;

  1. Eliminating bullying and harassment
  2. Promoting equality and diversity
  • Ensuring best practice and alerting of risks to health and safety
  1. Familiarity with site fire safety and evacuation procedures
  2. Embracing a positive mental health and wellbeing environment
  3. Considering positive impacts to a sustainable environmental including travel plans and “local” communities
  • Encouraging local supply chains, employing locally and supporting “local”
  • Supporting local communities; groups, charities and or education in any way to strengthen those communities
  1. Ensuring child protection and vulnerable adult measures are in place with supervision requirements where applicable

 

 

  1. Interpretation

These Terms apply to all General Service Agreements in Schedules A, B and C for the supply of consultancy services, part or fully funded support and/or the hire of facilities or equipment, as applicable, together with any services relating to membership of the Forum.

The following definitions and rules of interpretation apply in these Terms.

  • Definitions:

 “Business Day”

means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

 “Charges”

means the charges payable by the Client for the supply of the Services in accordance with clause 5, unless otherwise amended in accordance with clause 11.5.

 “Commencement Date”

has the meaning given in clause 2.2.

 “Contract”

means the contract between the Forum and the Client for the supply of Services in accordance with these Conditions and the General Service Agreement.

 “Control”

has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

 “Controller, processor, data  subject, personal data, personal data breach, processing and appropriate technical measures”

means as defined in the Data Protection Legislation.

 “Client”

means the person, group of people, company, charity or firm who receives the Services from the Forum which is provided free, fully or part funded or at an agreed cost.

 “Data Protection Legislation”

means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

 “Deliverables”

means any reports, software or other materials and deliverables produced by the Forum for the Client as set out in the General Service Agreement.

 “Forum”

means The Food & Drink Forum Limited registered in England and Wales with company number 03509690.

 “General Service Agreement”

means the general service agreement referenced in Schedule A, B or C above as applicable, and/or an order for any services relating to the membership of the Forum.

 “Intellectual Property Rights”

means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, logos, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, source codes, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

 “Services”

means the services, including the Deliverables, supplied by the Forum to the Client as set out in the Specification, unless otherwise amended in accordance with clause 11.5.

 “Specification”

means the description or specification of the Services provided as set out in the General Service Agreement, unless otherwise amended in accordance with clause 11.5.

 “Terms”

means these terms and conditions as amended from time to time in accordance with clause 11.5.

 “UK Data Protection Legislation”

means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

  • Interpretation:
    • A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
    • Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    • A reference to writing or written includes email but not fax.

 

  1. Basis of contract
    • The General Service Agreement constitutes an offer by the Client to purchase Services in accordance with these Terms.
    • The General Service Agreement shall only be deemed to be accepted when signed by both parties at which point and on which date the Contract shall come into existence (Commencement Date).
    • Any samples, drawings, descriptive matter or advertising issued by the Forum, and any descriptions or illustrations contained in the Forum’s catalogues or brochures, 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.
    • These Terms apply to any Contract, General Service Agreement and or other documentation that implies or states the Forum will provide Services to the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • Any quotation given by the Forum shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

 

  1. Supply of Services
    • The Forum shall supply the Services to the Client in accordance with the Specification in all material respects.
    • The Forum shall use all reasonable endeavours to meet any performance dates specified on the General Service Agreement, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
    • The Forum reserves the right to amend the General Service Agreement if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Forum shall notify the Client in any such event.
    • The Forum warrants to the Client that the Services will be provided using reasonable care and skill.
    • The Forum shall comply with all reasonable standards of safety and comply with the Client’s health and safety policies and procedures notified to the Forum in writing where the Services are provided and report to the Client any unsafe working conditions or practices.

 

  1. Client’s obligations
    • The Client shall:
      • ensure that the terms of the General Service Agreement and any information provided in the General Service Agreement and or other documentation that implies or states the Forum will provide Services to the Client are complete and accurate;
      • co-operate with the Forum in all matters relating to the Services;
      • provide the Forum, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Forum;
      • provide the Forum with such information and materials as the Forum may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      • prepare the Client’s premises for the supply of the Services and provide the Forum with an induction at the Client’s premises regarding the premises rules, risk assessments, regulations, policies relating to health and safety and security;
      • obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
      • comply with all applicable laws, including health and safety laws;
      • keep all materials, equipment, documents and other property of the Forum (Forum’s Materials) at the Client’s premises in safe custody at its own risk, maintain the Forum Materials in good condition until returned to the Forum, and not dispose of or use the Forum Materials other than in accordance with the Forum’s written instructions or authorisation;
      • comply with any additional obligations as set out in the General Service Agreement; and
      • ensure an authorised representative of the Client is available to the Forum. Such an authorised representative must be able to make binding decisions on behalf of the Client in respect to any Services, Deliverables, or this Agreement.
    • If the Forum’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
      • without limiting or affecting any other right or remedy available to it, the Forum shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Forum’s performance of any of its obligations;
      • the Forum shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Forum’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
      • the Client shall reimburse the Forum on written demand for any costs or losses sustained or incurred by the Forum arising directly or indirectly from the Client Default.

 

  1. Charges and payment
    • the Charges shall be as set out in the General Service Agreement
    • The Forum shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Forum engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Forum for the performance of the Services, and for the cost of any materials.
    • The Forum reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
    • The Forum shall invoice the Client on completion of the Services or within 30 days of the Commencement Date unless otherwise set out in the General Service Agreement.
    • The Client shall pay each invoice submitted by the Forum:
      • within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Forum and confirmed in writing to the Client; and
      • in full and in cleared funds to a bank account nominated in writing by the Forum, and

time for payment shall be of the essence of the Contract.

  • All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Forum to the Client, the Client shall, on receipt of a valid VAT invoice from the Forum, pay to the Forum such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
  • If the Client fails to make a payment due to the Forum under the Contract by the due date, then, without limiting the Forum’s remedies under clause 9, the Client 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 5.6 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%.
  • 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).
  1. Intellectual property rights
    • All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Forum.
    • The Forum grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables unless otherwise agreed in writing by the Forum.
    • The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
    • The Client grants the Forum a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Forum for the term of the Contract for the purpose of providing the Services to the Client.

 

  1. Data protection
    • Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 7, Applicable Laws means (for so long as and to the extent that they apply to the Forum) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
    • The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and the Forum is the processor.
    • Without prejudice to the generality of clause 7.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Forum for the duration and purposes of the Contract and/or any project activity the Client agrees to engage in with the Forum.
    • Without prejudice to the generality of clause 7.1, the Forum shall, in relation to any personal data processed in connection with the performance by the Forum of its obligations under the Contract:
      • process that personal data only on the documented written instructions of the Client unless the Forum is required by Applicable Laws to otherwise process that personal data. For the purposes of clause 7, the Client consents to the Forum to process personal data required by third party funding bodies, as part of funded support provided. Where the Forum is relying on Applicable Laws as the basis for processing personal data, the Forum shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Forum from so notifying the Client;
      • ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
      • ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
      • not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
        • the Client or the Forum has provided appropriate safeguards in relation to the transfer;
        • the data subject has enforceable rights and effective legal remedies;
        • the Forum complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
        • the Forum complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
      • assist the Client, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and
      • maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and immediately inform the Client if, in the opinion of the Forum, an instruction infringes the Data Protection Legislation.
    • Either party may, at any time on not less than 30 days’ notice, revise this clause 7 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

 

  1. Limitation of liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    • The Forum has obtained insurance cover in respect of its own legal liability not exceeding £10 million. The limits and exclusions in this clause reflect the insurance cover the Forum has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss. Insurance cover may change from time to time and it is the Clients responsibility to request copies of the applicable policy documents from the Forum to ensure cover is at a level applicable to the services to be provided.
    • The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
    • Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation; and
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    • Subject to clause 8.4, the Forum’s total liability to the Client shall not exceed the Charges.
    • This clause 6 sets out specific heads of excluded loss:
      • Subject to clause 8.4, the following types of loss are wholly excluded:
        • loss of profits;
        • loss of sales or business;
        • loss of agreements or contracts;
        • loss of anticipated savings;
        • loss of use or corruption of software, data or information;
        • loss of or damage to goodwill; and
        • indirect or consequential loss.
      • The Forum has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4, 5 and 7 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
      • Unless the Client notifies the Forum that it intends to make a claim in respect of an event within the notice period, the Forum shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 36 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
      • This clause 8 shall survive termination of the Contract.

 

  1. Termination
    • Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 1 months’ written notice.
    • Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
      • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
      • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • Without affecting any other right or remedy available to it, the Forum may terminate the Contract with immediate effect by giving written notice to the Client if:
      • the Client fails to pay any amount due under the Contract on the due date for payment; or
      • there is a change of control of the Client.
    • Without affecting any other right or remedy available to it, the Forum may suspend the supply of Services under the Contract or any other contract between the Client and the Forum if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 9.2.2 to clause 9.2.4, or the Forum reasonably believes that the Client is about to become subject to any of them.

 

  1. Consequences of termination
    • On termination of the Contract:
      • the Client shall immediately pay to the Forum all of the Forum’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Forum shall submit an invoice, which shall be payable by the Client immediately on receipt; and
      • the Client shall return all of the Forum Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the Forum may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
    • Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

 

  1. General
    • Force majeure. 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 result from events, circumstances or causes beyond its reasonable control.
    • Assignment and other dealings.
      • The Forum may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      • The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Forum.
    • Confidentiality
      • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Clients or of the other party, except as permitted by clause 11.3.2.
      • Each party may disclose the other party’s confidential information:
        • to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisors to whom it discloses the other party’s confidential information comply with this clause 11.3; and
        • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
    • Entire agreement
      • The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      • Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of 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 or negligent misstatement based on any statement in the Contract.
      • Nothing in this clause shall limit or exclude any liability for fraud.
    • Except as set out in these Terms, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 11.7 shall not affect the validity and enforceability of the rest of the Contract.
    • Notices
      • Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be 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 sent by email to the address specified in the General Service Agreement.
      • Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt; 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 at the time recorded by the delivery service; or 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.
      • This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    • No partnership or agency
      • Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
      • Each party confirms it is acting on its own behalf and not for the benefit of any other person.
    • Third party rights
      • Unless it expressly states otherwise, 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.
    • 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.
    • 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.

 

 

THE FOOD AND DRINK FORUM LIMITED

 

STANDARD TERMS AND CONDITIONS OF PURCHASE

 

 

  1. DEFINITIONS AND Interpretation

The following definitions and rules of interpretation apply in these Terms and Conditions:

  • Definitions:

“Award Letter”

means the letter from the Forum to the Supplier confirming arrangements for the supply of Goods and/or Services and issued with or referenced to these Terms and Conditions.

“Business Day”

means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Commencement Date”

has the meaning given in clause 2.2.

“Contract”

means the contract between the Forum and the Supplier for the supply of Goods and/or Services.

“Control”

has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

“Confidential Information”

means all confidential information (however recorded or preserved) disclosed by either party or its employees, officers, representatives or advisers (together its Representatives) to the other party and that party’s Representatives concerning any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; and (iii) all information developed by either of the parties under the Contract.

“Data Protection Legislation”

means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

“Deliverables”

means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

“Delivery Location”

has the meaning given in clause 4.2.2.

“Forum”

means The Food & Drink Forum Limited registered in England and Wales with company number 03509690.

“Forum Materials”

has the meaning set out in clause 5.3.9.

“Goods”

means the goods (or any part of them) set out in the Contract.

“Intellectual Property Rights”

means the patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order”

means the Forum’s order for the supply of Goods and/or Services as set out in the Award Letter.

“Services”

means the services to be provided by the Supplier under the Contract.

“Specification”

means the description or specification for Goods (including any related plans and drawings) and/or Services agreed in writing by the Forum and the Supplier.

“Supplier”

means the person or firm from whom the Forum purchases the Goods and/or Services.

“Terms and Conditions”

means these terms and conditions as amended from time to time in accordance with clause 18.9.

“UK Data Protection Legislation”

means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

 

  • Interpretation:
    • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    • A reference to personnel includes any subcontractors and all directors, officers, employees, staff, other workers, contractors, agents, advisers and consultants of the relevant parties and of any permitted subcontractors of the relevant party from time to time.
    • A reference to a party includes its successors and permitted assigns
    • A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision
    • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    • A reference to writing or written includes fax and email.

 

  1. Basis of contract
    • The completed Award Letter constitutes an offer by the Forum to purchase Goods and/or Services from the Supplier in accordance with these Terms and Conditions.
    • The offer in the Award Letter shall be deemed to be accepted on receipt by the Forum of a copy of the Award Letter executed by the Supplier within 7 days of the date of the Award Letter.
    • The Contract shall come into existence on the date agreed by the Forum and as set out in the Contract or, if no date has been specified, upon the date of the Award Letter or, failing which, any act by the Supplier consistent with fulfilling the offer in the Award Letter (Commencement Date).
    • These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • All of these Terms and Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

 

  1. Supply of Goods
    • The Supplier shall ensure that the Goods shall:
      • correspond with their description and any applicable Specification;
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Forum, expressly or by implication, and in this respect the Forum relies on the Supplier’s skill and judgement;
      • where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and
      • comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
    • The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
    • The Forum may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
    • If following such inspection or testing the Forum considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 1, the Forum shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
    • The Forum may conduct further inspections and tests after the Supplier has carried out its remedial actions.

 

  1. Delivery of Goods
    • The Supplier shall ensure that:
      • the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition. Goods damaged or lost in transit shall be replaced by the Supplier at the cost of the Supplier;
      • each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number, the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      • it states clearly on the delivery note any requirement for the Forum to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
    • The Supplier shall deliver the Goods:
      • on, or before, the date specified in the Contract. In this respect, time is of the essence;
      • to such location as is set out in the Contract or as instructed by the Forum before delivery (Delivery Location); and
      • during the Forum’s normal hours of business on a Business Day, or as instructed by the Forum.
    • Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
    • If the Supplier delivers less than, or in excess of, the quantity of the Goods ordered, the Forum may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Forum accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
    • The Supplier shall not deliver the Goods in instalments without the Forum’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Forum to the remedies set out in clause 1.
    • Title and risk in the Goods shall pass to the Forum on completion of delivery.

 

  1. Supply of Services
    • The Supplier shall from the Commencement Date and for the duration of the Contract supply the Services to the Forum in accordance with the terms of the Contract.
    • The Supplier shall meet any performance dates for the Services specified in the Contract or that the Forum notifies to the Supplier and time is of the essence in relation to any of those performance dates.
    • In providing the Services, the Supplier shall:
      • co-operate with the Forum in all matters relating to the Services, and comply with all instructions of the Forum;
      • perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
      • use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
      • ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that the Forum expressly or impliedly makes known to the Supplier;
      • provide all equipment, tools and vehicles and such other items as are required to provide the Services;
      • use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Forum, will be free from defects in workmanship, installation and design;
      • obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
      • observe all health and safety rules and regulations and any other security requirements that apply at any of the Forum’s premises;
      • hold all materials, equipment and tools, drawings, specifications and data supplied by the Forum to the Supplier (Forum Materials) in safe custody at its own risk, maintain the Forum Materials in good condition until returned to the Forum, and not dispose or use the Forum Materials other than in accordance with the Forum’s written instructions or authorisation;
      • not do or omit to do anything which may cause the Forum to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Forum may rely or act on the Services; and
      • comply with any additional obligations as set out in the Specification.

 

  1. FORUM remedies
    • If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, or both, the Forum shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights and remedies:
      • to terminate the Contract with immediate effect by giving written notice to the Supplier;
      • to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
      • to recover from the Supplier any costs incurred by the Forum in obtaining substitute goods and/or services from a third party;
      • to require a refund from the Supplier of sums paid in advance for the Services that the Supplier has not provided and/or Goods that it has not delivered; and
      • to claim damages for any additional costs, loss or expenses incurred by the Forum which are in any way attributable to the Supplier’s failure to meet such dates.
    • If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 1, then, without limiting or affecting other rights or remedies available to it, the Forum shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:
      • to terminate the Contract with immediate effect by giving written notice to the Supplier;
      • to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
      • to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
      • to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
      • to recover from the Supplier any expenditure incurred by the Forum in obtaining substitute goods from a third party; and
      • to claim damages for any additional costs, loss or expenses incurred by the Forum arising from the Supplier’s failure to supply Goods in accordance with clause 1.
    • If the Supplier has supplied Services that do not comply with the requirements of clause 3.4 then, without limiting or affecting other rights or remedies available to it, the Forum shall have one or more of the following rights and remedies:
      • to terminate the Contract with immediate effect by giving written notice to the Supplier;
      • to return the Deliverables to the Supplier at the Supplier’s own risk and expense;
      • to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services;
      • to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
      • to recover from the Supplier any expenditure incurred by the Forum in obtaining substitute services or deliverables from a third party; and
      • to claim damages for any additional costs, loss or expenses incurred by the Forum arising from the Supplier’s failure to comply with clause 3.4.
    • These Terms and Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
    • The Forum’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.

 

  1. FORUM’s obligations
    • The Forum shall:
      • provide the Supplier with reasonable access at reasonable times to the Forum’s premises for the purpose of providing the Services; and
      • provide such necessary information for the provision of the Services as the Supplier may reasonably request.

 

  1. Charges and payment
    • The price for the Goods:
      • shall be the price set out in the Order, or if no price is quoted, the price set out in the Supplier’s published price list in force at the Commencement Date; and
      • shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Forum.
    • The charges for the Services shall be set out in the Order and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Forum, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
    • In respect of the Goods, the Supplier shall invoice the Forum on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Forum on completion of the Services. Each invoice shall include such supporting information required by the Forum to verify the accuracy of the invoice, including but not limited to the VAT registration, the relevant Contract, purchase order number and a detailed breakdown of the Contract Goods and/or Services supplied.
    • In consideration of the supply of Goods and/or Services by the Supplier, the Forum shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
    • All amounts payable by the Forum under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Forum, the Forum shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
    • If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party 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 will accrue each date 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 the base rate is below 0%. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.
    • The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Forum to inspect such records at all reasonable times on request.
    • The Forum may at any time, without notice to the Supplier, set off any liability of the Supplier to the Forum against any liability of the Forum to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Forum may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Forum of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

 

  1. Intellectual property rights
    • All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Forum Materials) shall be owned by the Supplier.
    • The Supplier grants to the Forum, or shall procure the direct grant to the Forum of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding Forum Materials) for the purpose of receiving and using the Services and the Deliverables.
    • The Forum shall not sub-license, assign or otherwise transfer the rights granted by clause 2.
    • The Forum grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy any materials provided by the Forum to the Supplier for the term of the Contract for the purpose of providing the Services to the Forum.
    • All Forum Materials are the exclusive property of the Forum.

 

  1. Indemnity
    • The Supplier shall indemnify the Forum against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Forum arising out of or in connection with:
      • any claim made against the Forum for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding the Forum Materials);
      • any claim made against the Forum by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables; and
      • any claim made against the Forum by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services.
    • This clause 10 shall survive termination of the Contract.

 

  1. Insurance
    • During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance policy, product liability insurance, public liability insurance and employer’s liability insurance with a limit of at least £10 million or as agreed in writing by the parties to this agreement, for claims arising from a single event or series of related events in a single calendar year.
    • On taking our and on renewing each policy, the Supplier shall promptly send a copy of the receipt for the premium to the Forum. On the Forum’s written request, the Supplier shall provide the Forum with copies of the insurance policy certificates and details of the cover provided.
    • The Supplier shall notify the Forum if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change.
    • The Supplier’s liabilities under the Contract and these Terms and Conditions shall not be deemed to be released or limited by the Supplier taking out the insurance policies referred to in clause 1.

 

  1. Confidentiality
    • Each party undertakes that it shall not at any time, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2.
    • Each party may disclose the other party’s Confidential Information:
      • to its Representatives who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its Representatives to whom it discloses the other party’s confidential information comply with this clause 12; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • Neither party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

 

  1. Compliance with relevant laws and policies

In performing its obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

 

  1. Data protection
    • Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 14 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 14, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
    • The parties acknowledge that for the purposes of the Data Protection Legislation, the Forum is the controller and the Supplier is the processor.
    • Without prejudice to the generality of clause 1, the Forum will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
    • Without prejudice to the generality of clause 1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
      • process that personal data only on the documented written instructions of the Forum unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Forum of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Forum;
      • ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Forum, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
      • ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
      • not transfer any personal data outside of the European Economic Area unless the prior written consent of the Forum has been obtained and the following conditions are fulfilled:
        • the Forum or the Supplier has provided appropriate safeguards in relation to the transfer;
        • the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
        • the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
        • the Supplier complies with reasonable instructions notified to it in advance by the Forum with respect to the processing of the personal data;
      • assist the Forum, at the Forum’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      • notify the Forum without undue delay on becoming aware of a personal data breach;
      • at the written direction of the Forum, delete or return personal data and copies thereof to the Forum on termination of the Contract unless required by Applicable Law to store the personal data; and
      • maintain complete and accurate records and information to demonstrate its compliance with this clause 14 and immediately inform the Forum if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
    • The Forum consents to the Supplier appointing a third party processor of personal data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 14 and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Forum and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 14.
    • Either party may, at any time on not less than 30 days’ notice, revise this clause 14 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

 

  • Termination
    • Without affecting any other right or remedy available to it, the Forum may terminate the Contract:
      • with immediate effect by giving written notice to the Supplier if:
        • there is a change of Control of the Supplier; or
        • the Supplier’s financial position deteriorates to such an extent that in the Forum’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
        • the Supplier commits a breach of clause 13 (Compliance with relevant laws and policies).
      • for convenience by giving the Supplier [NUMBER] months’ written notice.
    • Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so;
      • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
      • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

 

  • CONSEQUENCES OF TERMINATION
    • On termination of the Contract, the Supplier shall immediately deliver to the Forum all Deliverables whether or not then complete, and return all Forum Materials. If the Supplier fails to do so, then the Forum may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
    • Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

 

  • FORCE MAJEURE

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 result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party

 

  • GENERAL
    • Assignment and other dealings.
      • The Forum may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
      • The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Forum.
    • The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Forum. If the Forum consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
      • Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
        • delivered by hand or by pre-paid first-class post or other next working day delivery service at the address notified by each party; or
        • sent by email to the address specified by each party.
      • Any notice shall be deemed to have been received:
        • if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
        • 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 at the time recorded by the delivery service; and
        • 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. In this clause 3.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      • 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.
    • 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 this agreement. If any provision of the Contract is deemed deleted under this clause 18.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
    • Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Third party rights. Unless it expressly states otherwise, 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.
    • Except as set out in these Terms and Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
    • 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.
    • 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.

THE FOOD AND DRINK FORUM LIMITED

 

STANDARD TERMS AND CONDITIONS OF PURCHASE

 

 

  1. DEFINITIONS AND Interpretation

The following definitions and rules of interpretation apply in these Terms and Conditions:

  • Definitions:

“Award Letter”

means the letter from the Forum to the Supplier confirming arrangements for the supply of Goods and/or Services and issued with or referenced to these Terms and Conditions.

“Business Day”

means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Commencement Date”

has the meaning given in clause 2.2.

“Contract”

means the contract between the Forum and the Supplier for the supply of Goods and/or Services.

“Control”

has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

“Confidential Information”

means all confidential information (however recorded or preserved) disclosed by either party or its employees, officers, representatives or advisers (together its Representatives) to the other party and that party’s Representatives concerning any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; and (iii) all information developed by either of the parties under the Contract.

“Data Protection Legislation”

means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

“Deliverables”

means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

“Delivery Location”

has the meaning given in clause 4.2.2.

“Forum”

means The Food & Drink Forum Limited registered in England and Wales with company number 03509690.

“Forum Materials”

has the meaning set out in clause 5.3.9.

“Goods”

means the goods (or any part of them) set out in the Contract.

“Intellectual Property Rights”

means the patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order”

means the Forum’s order for the supply of Goods and/or Services as set out in the Award Letter.

“Services”

means the services to be provided by the Supplier under the Contract.

“Specification”

means the description or specification for Goods (including any related plans and drawings) and/or Services agreed in writing by the Forum and the Supplier.

“Supplier”

means the person or firm from whom the Forum purchases the Goods and/or Services.

“Terms and Conditions”

means these terms and conditions as amended from time to time in accordance with clause 18.9.

“UK Data Protection Legislation”

means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

 

  • Interpretation:
    • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    • A reference to personnel includes any subcontractors and all directors, officers, employees, staff, other workers, contractors, agents, advisers and consultants of the relevant parties and of any permitted subcontractors of the relevant party from time to time.
    • A reference to a party includes its successors and permitted assigns
    • A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision
    • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    • A reference to writing or written includes fax and email.

 

  1. Basis of contract
    • The completed Award Letter constitutes an offer by the Forum to purchase Goods and/or Services from the Supplier in accordance with these Terms and Conditions.
    • The offer in the Award Letter shall be deemed to be accepted on receipt by the Forum of a copy of the Award Letter executed by the Supplier within 7 days of the date of the Award Letter.
    • The Contract shall come into existence on the date agreed by the Forum and as set out in the Contract or, if no date has been specified, upon the date of the Award Letter or, failing which, any act by the Supplier consistent with fulfilling the offer in the Award Letter (Commencement Date).
    • These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • All of these Terms and Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

 

  1. Supply of Goods
    • The Supplier shall ensure that the Goods shall:
      • correspond with their description and any applicable Specification;
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Forum, expressly or by implication, and in this respect the Forum relies on the Supplier’s skill and judgement;
      • where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and
      • comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
    • The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
    • The Forum may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
    • If following such inspection or testing the Forum considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 1, the Forum shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
    • The Forum may conduct further inspections and tests after the Supplier has carried out its remedial actions.

 

  1. Delivery of Goods
    • The Supplier shall ensure that:
      • the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition. Goods damaged or lost in transit shall be replaced by the Supplier at the cost of the Supplier;
      • each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number, the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      • it states clearly on the delivery note any requirement for the Forum to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
    • The Supplier shall deliver the Goods:
      • on, or before, the date specified in the Contract. In this respect, time is of the essence;
      • to such location as is set out in the Contract or as instructed by the Forum before delivery (Delivery Location); and
      • during the Forum’s normal hours of business on a Business Day, or as instructed by the Forum.
    • Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
    • If the Supplier delivers less than, or in excess of, the quantity of the Goods ordered, the Forum may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Forum accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
    • The Supplier shall not deliver the Goods in instalments without the Forum’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Forum to the remedies set out in clause 1.
    • Title and risk in the Goods shall pass to the Forum on completion of delivery.

 

  1. Supply of Services
    • The Supplier shall from the Commencement Date and for the duration of the Contract supply the Services to the Forum in accordance with the terms of the Contract.
    • The Supplier shall meet any performance dates for the Services specified in the Contract or that the Forum notifies to the Supplier and time is of the essence in relation to any of those performance dates.
    • In providing the Services, the Supplier shall:
      • co-operate with the Forum in all matters relating to the Services, and comply with all instructions of the Forum;
      • perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
      • use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
      • ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that the Forum expressly or impliedly makes known to the Supplier;
      • provide all equipment, tools and vehicles and such other items as are required to provide the Services;
      • use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Forum, will be free from defects in workmanship, installation and design;
      • obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
      • observe all health and safety rules and regulations and any other security requirements that apply at any of the Forum’s premises;
      • hold all materials, equipment and tools, drawings, specifications and data supplied by the Forum to the Supplier (Forum Materials) in safe custody at its own risk, maintain the Forum Materials in good condition until returned to the Forum, and not dispose or use the Forum Materials other than in accordance with the Forum’s written instructions or authorisation;
      • not do or omit to do anything which may cause the Forum to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Forum may rely or act on the Services; and
      • comply with any additional obligations as set out in the Specification.

 

  1. FORUM remedies
    • If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, or both, the Forum shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights and remedies:
      • to terminate the Contract with immediate effect by giving written notice to the Supplier;
      • to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
      • to recover from the Supplier any costs incurred by the Forum in obtaining substitute goods and/or services from a third party;
      • to require a refund from the Supplier of sums paid in advance for the Services that the Supplier has not provided and/or Goods that it has not delivered; and
      • to claim damages for any additional costs, loss or expenses incurred by the Forum which are in any way attributable to the Supplier’s failure to meet such dates.
    • If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 1, then, without limiting or affecting other rights or remedies available to it, the Forum shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:
      • to terminate the Contract with immediate effect by giving written notice to the Supplier;
      • to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
      • to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
      • to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
      • to recover from the Supplier any expenditure incurred by the Forum in obtaining substitute goods from a third party; and
      • to claim damages for any additional costs, loss or expenses incurred by the Forum arising from the Supplier’s failure to supply Goods in accordance with clause 1.
    • If the Supplier has supplied Services that do not comply with the requirements of clause 3.4 then, without limiting or affecting other rights or remedies available to it, the Forum shall have one or more of the following rights and remedies:
      • to terminate the Contract with immediate effect by giving written notice to the Supplier;
      • to return the Deliverables to the Supplier at the Supplier’s own risk and expense;
      • to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services;
      • to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
      • to recover from the Supplier any expenditure incurred by the Forum in obtaining substitute services or deliverables from a third party; and
      • to claim damages for any additional costs, loss or expenses incurred by the Forum arising from the Supplier’s failure to comply with clause 3.4.
    • These Terms and Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
    • The Forum’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.

 

  1. FORUM’s obligations
    • The Forum shall:
      • provide the Supplier with reasonable access at reasonable times to the Forum’s premises for the purpose of providing the Services; and
      • provide such necessary information for the provision of the Services as the Supplier may reasonably request.

 

  1. Charges and payment
    • The price for the Goods:
      • shall be the price set out in the Order, or if no price is quoted, the price set out in the Supplier’s published price list in force at the Commencement Date; and
      • shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Forum.
    • The charges for the Services shall be set out in the Order and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Forum, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
    • In respect of the Goods, the Supplier shall invoice the Forum on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Forum on completion of the Services. Each invoice shall include such supporting information required by the Forum to verify the accuracy of the invoice, including but not limited to the VAT registration, the relevant Contract, purchase order number and a detailed breakdown of the Contract Goods and/or Services supplied.
    • In consideration of the supply of Goods and/or Services by the Supplier, the Forum shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
    • All amounts payable by the Forum under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Forum, the Forum shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
    • If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party 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 will accrue each date 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 the base rate is below 0%. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.
    • The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Forum to inspect such records at all reasonable times on request.
    • The Forum may at any time, without notice to the Supplier, set off any liability of the Supplier to the Forum against any liability of the Forum to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Forum may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Forum of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

 

  1. Intellectual property rights
    • All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Forum Materials) shall be owned by the Supplier.
    • The Supplier grants to the Forum, or shall procure the direct grant to the Forum of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding Forum Materials) for the purpose of receiving and using the Services and the Deliverables.
    • The Forum shall not sub-license, assign or otherwise transfer the rights granted by clause 2.
    • The Forum grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy any materials provided by the Forum to the Supplier for the term of the Contract for the purpose of providing the Services to the Forum.
    • All Forum Materials are the exclusive property of the Forum.

 

  1. Indemnity
    • The Supplier shall indemnify the Forum against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Forum arising out of or in connection with:
      • any claim made against the Forum for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding the Forum Materials);
      • any claim made against the Forum by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables; and
      • any claim made against the Forum by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services.
    • This clause 10 shall survive termination of the Contract.

 

  1. Insurance
    • During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance policy, product liability insurance, public liability insurance and employer’s liability insurance with a limit of at least £10 million or as agreed in writing by the parties to this agreement, for claims arising from a single event or series of related events in a single calendar year.
    • On taking our and on renewing each policy, the Supplier shall promptly send a copy of the receipt for the premium to the Forum. On the Forum’s written request, the Supplier shall provide the Forum with copies of the insurance policy certificates and details of the cover provided.
    • The Supplier shall notify the Forum if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change.
    • The Supplier’s liabilities under the Contract and these Terms and Conditions shall not be deemed to be released or limited by the Supplier taking out the insurance policies referred to in clause 1.

 

  1. Confidentiality
    • Each party undertakes that it shall not at any time, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2.
    • Each party may disclose the other party’s Confidential Information:
      • to its Representatives who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its Representatives to whom it discloses the other party’s confidential information comply with this clause 12; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • Neither party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

 

  1. Compliance with relevant laws and policies

In performing its obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

 

  1. Data protection
    • Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 14 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 14, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
    • The parties acknowledge that for the purposes of the Data Protection Legislation, the Forum is the controller and the Supplier is the processor.
    • Without prejudice to the generality of clause 1, the Forum will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
    • Without prejudice to the generality of clause 1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
      • process that personal data only on the documented written instructions of the Forum unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Forum of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Forum;
      • ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Forum, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
      • ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
      • not transfer any personal data outside of the European Economic Area unless the prior written consent of the Forum has been obtained and the following conditions are fulfilled:
        • the Forum or the Supplier has provided appropriate safeguards in relation to the transfer;
        • the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
        • the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
        • the Supplier complies with reasonable instructions notified to it in advance by the Forum with respect to the processing of the personal data;
      • assist the Forum, at the Forum’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      • notify the Forum without undue delay on becoming aware of a personal data breach;
      • at the written direction of the Forum, delete or return personal data and copies thereof to the Forum on termination of the Contract unless required by Applicable Law to store the personal data; and
      • maintain complete and accurate records and information to demonstrate its compliance with this clause 14 and immediately inform the Forum if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
    • The Forum consents to the Supplier appointing a third party processor of personal data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 14 and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Forum and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 14.
    • Either party may, at any time on not less than 30 days’ notice, revise this clause 14 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

 

  • Termination
    • Without affecting any other right or remedy available to it, the Forum may terminate the Contract:
      • with immediate effect by giving written notice to the Supplier if:
        • there is a change of Control of the Supplier; or
        • the Supplier’s financial position deteriorates to such an extent that in the Forum’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
        • the Supplier commits a breach of clause 13 (Compliance with relevant laws and policies).
      • for convenience by giving the Supplier [NUMBER] months’ written notice.
    • Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so;
      • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
      • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

 

  • CONSEQUENCES OF TERMINATION
    • On termination of the Contract, the Supplier shall immediately deliver to the Forum all Deliverables whether or not then complete, and return all Forum Materials. If the Supplier fails to do so, then the Forum may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
    • Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

 

  • FORCE MAJEURE

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 result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party

 

  • GENERAL
    • Assignment and other dealings.
      • The Forum may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
      • The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Forum.
    • The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Forum. If the Forum consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
      • Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
        • delivered by hand or by pre-paid first-class post or other next working day delivery service at the address notified by each party; or
        • sent by email to the address specified by each party.
      • Any notice shall be deemed to have been received:
        • if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
        • 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 at the time recorded by the delivery service; and
        • 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. In this clause 3.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      • 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.
    • 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 this agreement. If any provision of the Contract is deemed deleted under this clause 18.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
    • Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Third party rights. Unless it expressly states otherwise, 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.
    • Except as set out in these Terms and Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
    • 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.
    • 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.

THE FOOD AND DRINK FORUM LIMITED

STANDARD TERMS AND CONDITIONS OF PURCHASE

  1. DEFINITIONS AND Interpretation

The following definitions and rules of interpretation apply in these Terms and Conditions:

  • Definitions:

“Award Letter”

means the letter from the Forum to the Supplier confirming arrangements for the supply of Goods and/or Services and issued with or referenced to these Terms and Conditions.

“Business Day”

means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Commencement Date”

has the meaning given in clause 2.2.

“Contract”

means the contract between the Forum and the Supplier for the supply of Goods and/or Services.

“Control”

has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

“Confidential Information”

means all confidential information (however recorded or preserved) disclosed by either party or its employees, officers, representatives or advisers (together its Representatives) to the other party and that party’s Representatives concerning any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; and (iii) all information developed by either of the parties under the Contract.

“Data Protection Legislation”

means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

“Deliverables”

means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

“Delivery Location”

has the meaning given in clause 4.2.2.

“Forum”

means The Food & Drink Forum Limited registered in England and Wales with company number 03509690.

“Forum Materials”

has the meaning set out in clause 5.3.9.

“Goods”

means the goods (or any part of them) set out in the Contract.

“Intellectual Property Rights”

means the patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order”

means the Forum’s order for the supply of Goods and/or Services as set out in the Award Letter.

“Services”

means the services to be provided by the Supplier under the Contract.

“Specification”

means the description or specification for Goods (including any related plans and drawings) and/or Services agreed in writing by the Forum and the Supplier.

“Supplier”

means the person or firm from whom the Forum purchases the Goods and/or Services.

“Terms and Conditions”

means these terms and conditions as amended from time to time in accordance with clause 18.9.

“UK Data Protection Legislation”

means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

 

  • Interpretation:
    • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    • A reference to personnel includes any subcontractors and all directors, officers, employees, staff, other workers, contractors, agents, advisers and consultants of the relevant parties and of any permitted subcontractors of the relevant party from time to time.
    • A reference to a party includes its successors and permitted assigns
    • A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision
    • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    • A reference to writing or written includes fax and email.

 

  1. Basis of contract
    • The completed Award Letter constitutes an offer by the Forum to purchase Goods and/or Services from the Supplier in accordance with these Terms and Conditions.
    • The offer in the Award Letter shall be deemed to be accepted on receipt by the Forum of a copy of the Award Letter executed by the Supplier within 7 days of the date of the Award Letter.
    • The Contract shall come into existence on the date agreed by the Forum and as set out in the Contract or, if no date has been specified, upon the date of the Award Letter or, failing which, any act by the Supplier consistent with fulfilling the offer in the Award Letter (Commencement Date).
    • These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • All of these Terms and Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

 

  1. Supply of Goods
    • The Supplier shall ensure that the Goods shall:
      • correspond with their description and any applicable Specification;
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Forum, expressly or by implication, and in this respect the Forum relies on the Supplier’s skill and judgement;
      • where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and
      • comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
    • The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
    • The Forum may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
    • If following such inspection or testing the Forum considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 1, the Forum shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
    • The Forum may conduct further inspections and tests after the Supplier has carried out its remedial actions.

 

  1. Delivery of Goods
    • The Supplier shall ensure that:
      • the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition. Goods damaged or lost in transit shall be replaced by the Supplier at the cost of the Supplier;
      • each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number, the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      • it states clearly on the delivery note any requirement for the Forum to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
    • The Supplier shall deliver the Goods:
      • on, or before, the date specified in the Contract. In this respect, time is of the essence;
      • to such location as is set out in the Contract or as instructed by the Forum before delivery (Delivery Location); and
      • during the Forum’s normal hours of business on a Business Day, or as instructed by the Forum.
    • Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
    • If the Supplier delivers less than, or in excess of, the quantity of the Goods ordered, the Forum may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Forum accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
    • The Supplier shall not deliver the Goods in instalments without the Forum’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Forum to the remedies set out in clause 1.
    • Title and risk in the Goods shall pass to the Forum on completion of delivery.

 

  1. Supply of Services
    • The Supplier shall from the Commencement Date and for the duration of the Contract supply the Services to the Forum in accordance with the terms of the Contract.
    • The Supplier shall meet any performance dates for the Services specified in the Contract or that the Forum notifies to the Supplier and time is of the essence in relation to any of those performance dates.
    • In providing the Services, the Supplier shall:
      • co-operate with the Forum in all matters relating to the Services, and comply with all instructions of the Forum;
      • perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
      • use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
      • ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that the Forum expressly or impliedly makes known to the Supplier;
      • provide all equipment, tools and vehicles and such other items as are required to provide the Services;
      • use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Forum, will be free from defects in workmanship, installation and design;
      • obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
      • observe all health and safety rules and regulations and any other security requirements that apply at any of the Forum’s premises;
      • hold all materials, equipment and tools, drawings, specifications and data supplied by the Forum to the Supplier (Forum Materials) in safe custody at its own risk, maintain the Forum Materials in good condition until returned to the Forum, and not dispose or use the Forum Materials other than in accordance with the Forum’s written instructions or authorisation;
      • not do or omit to do anything which may cause the Forum to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Forum may rely or act on the Services; and
      • comply with any additional obligations as set out in the Specification.

 

  1. FORUM remedies
    • If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, or both, the Forum shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights and remedies:
      • to terminate the Contract with immediate effect by giving written notice to the Supplier;
      • to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
      • to recover from the Supplier any costs incurred by the Forum in obtaining substitute goods and/or services from a third party;
      • to require a refund from the Supplier of sums paid in advance for the Services that the Supplier has not provided and/or Goods that it has not delivered; and
      • to claim damages for any additional costs, loss or expenses incurred by the Forum which are in any way attributable to the Supplier’s failure to meet such dates.
    • If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 1, then, without limiting or affecting other rights or remedies available to it, the Forum shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:
      • to terminate the Contract with immediate effect by giving written notice to the Supplier;
      • to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
      • to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
      • to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
      • to recover from the Supplier any expenditure incurred by the Forum in obtaining substitute goods from a third party; and
      • to claim damages for any additional costs, loss or expenses incurred by the Forum arising from the Supplier’s failure to supply Goods in accordance with clause 1.
    • If the Supplier has supplied Services that do not comply with the requirements of clause 3.4 then, without limiting or affecting other rights or remedies available to it, the Forum shall have one or more of the following rights and remedies:
      • to terminate the Contract with immediate effect by giving written notice to the Supplier;
      • to return the Deliverables to the Supplier at the Supplier’s own risk and expense;
      • to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services;
      • to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
      • to recover from the Supplier any expenditure incurred by the Forum in obtaining substitute services or deliverables from a third party; and
      • to claim damages for any additional costs, loss or expenses incurred by the Forum arising from the Supplier’s failure to comply with clause 3.4.
    • These Terms and Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
    • The Forum’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.

 

  1. FORUM’s obligations
    • The Forum shall:
      • provide the Supplier with reasonable access at reasonable times to the Forum’s premises for the purpose of providing the Services; and
      • provide such necessary information for the provision of the Services as the Supplier may reasonably request.

 

  1. Charges and payment
    • The price for the Goods:
      • shall be the price set out in the Order, or if no price is quoted, the price set out in the Supplier’s published price list in force at the Commencement Date; and
      • shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Forum.
    • The charges for the Services shall be set out in the Order and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Forum, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
    • In respect of the Goods, the Supplier shall invoice the Forum on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Forum on completion of the Services. Each invoice shall include such supporting information required by the Forum to verify the accuracy of the invoice, including but not limited to the VAT registration, the relevant Contract, purchase order number and a detailed breakdown of the Contract Goods and/or Services supplied.
    • In consideration of the supply of Goods and/or Services by the Supplier, the Forum shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
    • All amounts payable by the Forum under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Forum, the Forum shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
    • If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party 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 will accrue each date 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 the base rate is below 0%. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.
    • The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Forum to inspect such records at all reasonable times on request.
    • The Forum may at any time, without notice to the Supplier, set off any liability of the Supplier to the Forum against any liability of the Forum to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Forum may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Forum of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

 

  1. Intellectual property rights
    • All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Forum Materials) shall be owned by the Supplier.
    • The Supplier grants to the Forum, or shall procure the direct grant to the Forum of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding Forum Materials) for the purpose of receiving and using the Services and the Deliverables.
    • The Forum shall not sub-license, assign or otherwise transfer the rights granted by clause 2.
    • The Forum grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy any materials provided by the Forum to the Supplier for the term of the Contract for the purpose of providing the Services to the Forum.
    • All Forum Materials are the exclusive property of the Forum.

 

  1. Indemnity
    • The Supplier shall indemnify the Forum against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Forum arising out of or in connection with:
      • any claim made against the Forum for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding the Forum Materials);
      • any claim made against the Forum by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables; and
      • any claim made against the Forum by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services.
    • This clause 10 shall survive termination of the Contract.

 

  1. Insurance
    • During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance policy, product liability insurance, public liability insurance and employer’s liability insurance with a limit of at least £10 million or as agreed in writing by the parties to this agreement, for claims arising from a single event or series of related events in a single calendar year.
    • On taking our and on renewing each policy, the Supplier shall promptly send a copy of the receipt for the premium to the Forum. On the Forum’s written request, the Supplier shall provide the Forum with copies of the insurance policy certificates and details of the cover provided.
    • The Supplier shall notify the Forum if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change.
    • The Supplier’s liabilities under the Contract and these Terms and Conditions shall not be deemed to be released or limited by the Supplier taking out the insurance policies referred to in clause 1.

 

  1. Confidentiality
    • Each party undertakes that it shall not at any time, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2.
    • Each party may disclose the other party’s Confidential Information:
      • to its Representatives who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its Representatives to whom it discloses the other party’s confidential information comply with this clause 12; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • Neither party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

 

  1. Compliance with relevant laws and policies

In performing its obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

 

  1. Data protection
    • Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 14 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 14, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
    • The parties acknowledge that for the purposes of the Data Protection Legislation, the Forum is the controller and the Supplier is the processor.
    • Without prejudice to the generality of clause 1, the Forum will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
    • Without prejudice to the generality of clause 1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
      • process that personal data only on the documented written instructions of the Forum unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Forum of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Forum;
      • ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Forum, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
      • ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
      • not transfer any personal data outside of the European Economic Area unless the prior written consent of the Forum has been obtained and the following conditions are fulfilled:
        • the Forum or the Supplier has provided appropriate safeguards in relation to the transfer;
        • the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
        • the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
        • the Supplier complies with reasonable instructions notified to it in advance by the Forum with respect to the processing of the personal data;
      • assist the Forum, at the Forum’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      • notify the Forum without undue delay on becoming aware of a personal data breach;
      • at the written direction of the Forum, delete or return personal data and copies thereof to the Forum on termination of the Contract unless required by Applicable Law to store the personal data; and
      • maintain complete and accurate records and information to demonstrate its compliance with this clause 14 and immediately inform the Forum if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
    • The Forum consents to the Supplier appointing a third party processor of personal data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 14 and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Forum and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 14.
    • Either party may, at any time on not less than 30 days’ notice, revise this clause 14 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

 

  • Termination
    • Without affecting any other right or remedy available to it, the Forum may terminate the Contract:
      • with immediate effect by giving written notice to the Supplier if:
        • there is a change of Control of the Supplier; or
        • the Supplier’s financial position deteriorates to such an extent that in the Forum’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
        • the Supplier commits a breach of clause 13 (Compliance with relevant laws and policies).
      • for convenience by giving the Supplier [NUMBER] months’ written notice.
    • Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so;
      • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
      • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

 

  • CONSEQUENCES OF TERMINATION
    • On termination of the Contract, the Supplier shall immediately deliver to the Forum all Deliverables whether or not then complete, and return all Forum Materials. If the Supplier fails to do so, then the Forum may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
    • Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

 

  • FORCE MAJEURE

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 result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party

 

  • GENERAL
    • Assignment and other dealings.
      • The Forum may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
      • The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Forum.
    • The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Forum. If the Forum consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
      • Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
        • delivered by hand or by pre-paid first-class post or other next working day delivery service at the address notified by each party; or
        • sent by email to the address specified by each party.
      • Any notice shall be deemed to have been received:
        • if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
        • 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 at the time recorded by the delivery service; and
        • 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. In this clause 3.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      • 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.
    • 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 this agreement. If any provision of the Contract is deemed deleted under this clause 18.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
    • Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Third party rights. Unless it expressly states otherwise, 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.
    • Except as set out in these Terms and Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
    • 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.
    • 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.

 

The Food and Drink Forum Limited 2020