TERMS AND CONDITIONS

These Terms and Conditions are the standard terms for the provision of hospitality, catering and event services to business customers by Provenance Collective Ltd, a limited business registered in England under company number 12867752, whose registered address is Roberts & Co, 24 High Street, Chipping Sodbury, Bristol, BS37 6AH (“the Caterer”)

1.1 Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications, whether sent by e-mail or other means.

1.2 Each reference to a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.

a)The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.3 If you are a Limited Company, we may require Director(s)/Controlling Shareholder(s) to guarantee your liabilities to us or provide suitable security for payment.We reserve the right to suspend all work until satisfactory guarantees are provided.

1.4 Each reference to the singular number shall include the plural and vice versa.

1.5 Each reference to any gender shall include any other gender.

1.6 References to persons shall include corporations.

Definitions and Interpretations can be found in the attached Schedule 1

2. Information About Us

2.1 Our VAT number is 456685840

2.2 We may be contacted by email at enquiries@provenancehospitality.co.uk and our office contact number is 01666 333 125.

2.3 We are a member of the Nationwide Caterers Association (NCASS).

3. The Catering Services

3.1 We shall provide the Catering Services to You using reasonable skill and care consistent with best practices and standards in the catering market.

3.2 You have the option to request changes to the Catering Services up to 8 weeks before the Event date. Following this point, all guest numbers, menu selections, staffing requirements, timings and event details will be considered final. We will make reasonable efforts to accommodate any late requests, however we cannot guarantee availability or implementation of changes requested after this deadline. If you propose a change prior to the 8 week confirmation deadline, we will notify you of any associated adjustment in cost before proceeding.

3.3 In the event of circumstances beyond our control necessitating a change in the Catering Services, We reserve the right to do so. We will promptly notify you and make every reasonable effort to minimise these changes. Our aim is to provide you with services as similar to the original as reasonably possible given the prevailing circumstances.

3.4 If it is reasonably necessary for Us to take preparatory steps after providing you with our Order Confirmation but before the Contract mandates the commencement of Catering Services, we are obligated to do so. These steps are essential to ensure the timely and accurate delivery of Catering Services, enabling the Event to proceed as scheduled. This obligation also applies under Clause 10, to avoid any confusion.

3.5 In the event of significant increases in the market price of key ingredients, in particular meat, poultry, seafood, or other essential produce, We reserve the right to adjust the final invoice to reflect such fluctuations, provided these costs have materially increased between the time of the original proposal and the Event. Where possible, we will notify you in advance and offer suitable alternatives if required. Any such adjustment will be based on verifiable market pricing and applied reasonably and proportionately.

3.6 Unless otherwise stated in writing, all proposals remain valid for 14 calendar days from the date of issue. We reserve the right to revise pricing, staffing allocations, ingredient costs, supplier costs and availability after this period.

3.7 We reserve the right to substitute ingredients, products, beverages, equipment or suppliers with alternatives of equal or higher quality where availability, seasonality, supply chain disruption, product quality concerns or circumstances beyond Our control make such substitutions necessary.

4. Price and Payment

4.1 The VAT exclusive Price payable for the Catering Services will be calculated in accordance with Our Order Confirmation/Invoice.

4.2 VAT will be chargeable and payable by You in addition to that Price at the applicable rate current at the date that We invoice You. The Price payable plus the VAT thereon is the “Total Price” for the Catering Services.

4.3 Before We begin providing the Catering Services, You will be required to pay a non-refundable Deposit equal to 30% of the Total Price in order to secure the Event date and confirm the booking. The due date for payment of the Deposit is within 48 hours of receiving the invoice.

4.4 The Deposit is calculated against the original proposal value agreed at the point of booking and remains non-refundable in the event of cancellation by the Client.

4.5 Final guest numbers may vary by a maximum of 10% above or below the original guest numbers agreed at the point of booking. This permitted variation applies to guest numbers only and does not entitle the Client to materially reduce the agreed menu offering, staffing requirements, production scope, event specification or contracted value of the Event.

4.6 If the Client wishes to increase or reduce the guest numbers by more than 10% from those agreed at the point of booking, We reserve the right to withdraw the original proposal and issue a revised proposal based on the amended requirements. Any revised proposal may include adjustments to pricing, staffing, equipment, production, logistics and other event requirements.

4.7 Any requested reductions to the overall scope, specification, menu offering, staffing requirements or other elements of the Event following booking shall be entirely at Our discretion and may not result in a reduction of the contracted value.

4.8 Final guest numbers, menu selections and all event requirements must be confirmed no later than 8 weeks prior to the Event date. A final invoice will be issued following confirmation. Full payment of the outstanding balance is due no later than 6 weeks prior to the Event date.

4.9 No reductions in guest numbers, menu selections, staffing requirements or overall event scope may be made after the 8 week confirmation deadline.

4.10 Any requested increases after this point are subject to availability and cannot be guaranteed.

4.11 We reserve the right to charge interest on overdue sums at the rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998, together with any reasonable costs incurred in recovering outstanding amounts.

5. Details relating to provision of the Catering Services

5.1 If We require any information or action from You in order to provide the Catering Services, We will inform You of this as soon as is reasonably possible.

5.2 Should the information or action needed from You under Clause 5.1 be delayed, incomplete, or inaccurate, any resulting delays will not be Our responsibility. If additional work is necessary on Our part to rectify or compensate for mistakes arising from incomplete or inaccurate information or actions on your part, We reserve the right to charge you a reasonable additional fee for such work.

5.3 It is your responsibility to inform us of all dietary requirements no later than 8 weeks before the Event date. We cannot accept liability for undisclosed or miscommunicated dietary requirements. Please ensure that you provide us with accurate and timely information regarding any dietary restrictions or preferences you may have.

5.4 We follow all relevant HACCP guidelines at all stages of food preparation including, but not limited to, production and handling.

5.5 We will deliver and set out the Food at the time and date specified in the Order Confirmation/invoice.

5.6 In the event that we fail to deliver the Food at the specified time and date stated in the Order Confirmation, except when your non-payment or material breach justifies such failure, you have the right to terminate the Contract.

5.7 Where barbecues or spit roasts are used, we are happy to take reasonable precautions to minimise the risk of oil or grease marks, including the use of protective ground coverings supplied by the client. However, due to the nature of these services, we cannot accept liability for any damage to patios, lawns, decking, or other surfaces resulting from heat, grease, or residue.

5.8 Where alcohol is supplied by the Client, responsibility for purchasing sufficient quantities remains with the Client. We cannot be held responsible for shortages arising from insufficient quantities supplied. We reserve the right to refuse the service of alcohol where required by law or where guest conduct gives rise to safety concerns.

5.9 We reserve the right to cease or restrict the service of alcohol where, in Our reasonable opinion, continued service may present a risk to health, safety, property or legal compliance.

5.10 The Client is responsible for ensuring suitable access, utilities and working conditions are available for the provision of the Catering Services. Additional charges may apply where access restrictions, delays, site conditions, utility limitations or changes to agreed logistics materially affect delivery of the Services.

5.11 We shall not be liable for delays, disruption, additional costs, loss or damage arising from the acts, omissions or failures of venues, planners, florists, marquee companies, entertainers, production suppliers, contractors or any other third parties engaged by the Client.

5.12 Unless expressly agreed in writing before the Event, any surplus food prepared for your Event will be removed from the premises following service. This is in line with our food safety obligations. Where, by prior agreement, leftover food is left with you, we will have no further responsibility for its storage or handling and accept no liability for any adverse consequences, including illness or allergic reaction, that may arise thereafter. By agreeing to retain any food post-Event, you accept full responsibility and indemnify us against all resulting claims, costs, or losses.

5.13 Equipment, furniture, tableware, glassware, linen and other items supplied by Us may remain on site following the Event pending collection at an agreed time. The Client shall remain responsible for the safekeeping and security of such items until collected by Us or Our suppliers.

6. Problems with the Catering Services

6.1 We always use reasonable efforts to ensure that Our provision of the Catering Services is trouble-free. If, however, there is a problem with the Catering Services We request that You inform Us in writing as soon as is reasonably possible.

6.2 We accept no responsibility for any adverse reaction to You or your guests with food intolerances or allergies whilst they are in the vicinity of the servicing or preparation area, or near other guests’ food.

6.3 It is Your responsibility to make Us aware of any food allergies or intolerances of any of Your guests at least 8 weeks prior to the Event, including any guests that are in the process of having any allergy testing carried out. These MUST be recorded on the Order Confirmation so that a suitable meal can be prepared separately from other food items.

6.4 Guests are responsible for adhering to the seating plan to prevent potential issues and risks related to allergies or intolerances among other guests. We accept no responsibility or liability for problems arising from guests changing seats and encountering food intolerance or allergies.

6.5 Guests MUST take their own responsibility around the service area, treating it as a potential risk to health, until clarification and confirmation have been sought from Us.

6.6 We will then use reasonable efforts to remedy any such problem with the Catering Services as quickly as is reasonably possible and practical.

6.7 We will not charge You for remedying a problem under this Clause where the problems have been caused by Us, or by any of Our agents, employees or sub-contractors. If We determine that a problem has been caused by incorrect or incomplete information or action provided or taken by You, Clause 5.2 will apply, and We may charge You for remedial work.

7. Insurance

7.1 We shall ensure that We have in place at all times suitable and sufficient public liability insurance in order to provide the Catering Services.

8. Liability and Indemnity

8.1 Except in cases of death or personal injury resulting from Our negligence, or instances of fraud or fraudulent misrepresentation, Our liability shall not extend to any loss of profit, loss of anticipated savings, or any indirect, special, or consequential loss. This limitation applies to any negligent or innocent misrepresentation, implied warranty, condition, or other term, as well as any express term of the Contract, or negligence or other duty at common law. We are not liable for any such losses, damages, costs, expenses, or claims arising from the acts or omissions of Us, Our agents, employees, subcontractors, or any other party in connection with the Contract or your use of the Catering Services provided for the Event.

8.2 Subject to the provisions of this Clause, Our total aggregate liability arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the Total Price payable under the Contract.

8.3 You shall indemnify Us against all damages, costs, claims and expenses incurred by Us arising from loss or damage to any equipment (including that of third parties) caused by You or Your agents or employees.

8.4 The Client shall be responsible for loss of or damage to equipment, furniture, tableware, glassware, linen or other items supplied by Us or hired on the Client's behalf where such loss or damage arises through the acts or omissions of the Client, their guests or contractors.

8.5 If We are providing Catering Services on Your property and We cause any damage, We will make good that damage at no additional cost to You. We are not responsible for any pre-existing faults or damage in or to Your property that We may discover while providing the Catering Services.

9. Confidentiality

9.1 Each Party undertakes that, except as provided by Clause 9.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and after its termination:

9.1.1 keep all confidential information secure and private;

9.1.2 not disclose any Confidential Information to any third party;

9.1.3 use Confidential Information only for purposes outlined in the Contract;

9.1.4 not make any copies or share Confidential Information, except as required; and

9.1.5 ensure all directors, employees, agents, and contractors adhere to these confidentiality obligations.

9.2 Either Party may disclose any Confidential Information to:

9.2.1 sub-contractors, suppliers, government authorities, or employees/officers as necessary for the purposes of the Contract, or as required by law. The receiving Party will inform these individuals/entities of confidentiality obligations and, where feasible, secure a confidentiality agreement in similar terms to this Clause 9.

9.2.2 For public purposes only if the information is or becomes public knowledge through no fault of that Party. Confidential information not publicly known must remain protected.

9.3 These confidentiality obligations continue after the termination of the Contract.

10. Force Majeure

10.1 We shall not be deemed to be in breach of the Contract or liable for any failure or delay in performing Our obligations under the Contract where such failure or delay results from any cause that is beyond Our reasonable control (“Force Majeure”). Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war, governmental action, pandemic, epidemic, or other natural disaster, or any other similar or dissimilar event that is beyond Our control.

10.2 In the event that due to Force Majeure, we are unable to fulfil our obligations under the Contract continuously for a period of 4 weeks, either party may, at their discretion, terminate the Contract through written notice at the end of that period.

Upon such termination, we are entitled to retain from the Total Price received or still due from you, the costs, expenses, and disbursements we have incurred or are liable for to third parties related to the Catering Services. Additionally, a reasonable contribution to our overhead will be retained, and any remaining balance will be refunded to you. We may, at our discretion, take reasonable steps to recover these costs from relevant third parties and, after deducting incurred costs, reimburse any recovered sums to you.

10.3 We shall advise You in writing as soon as possible if and when any such Force Majeure event occurs and at the same time provide an estimate to You of how long the event is likely to continue and its likely impact on the performance of Our obligations.

11. Term, Cancellation and Termination

11.1 The Contract shall come into force on the date of the Order Confirmation and shall continue from that date, subject to the provisions of this Clause and Clause 10.2.

11.2 Without prejudice to Your right to terminate this Contract pursuant to any other provision of this Contract, You may terminate this Contract pursuant to this Clause 11.2 at any time with immediate effect by giving written notice to Us referring to this Clause 11.2 provided that if You do give notice under this Clause 11.2:

11.2.1 under no circumstances will the Deposit be returnable, except in cases where the Contract is cancelled within the 14-day cooling-off period available to consumers, as detailed in Clause 11.6.

11.2.3 if notice is received by Us in accordance with the dates below, the following amounts shall become immediately due and payable to the extent that the same has not already been received by Us:

• less than 8 weeks before the start date of the Event, 100% of the contracted value of the Event shall become immediately due and payable to the extent that the same has not already been received by Us;

• more than 8 weeks, but less than 12 weeks before the start date of the event 50% of the Total Price payable.

• More than 12 weeks before the start date of the event 30% of the Total Price payable.

11.2.4 any additional costs reasonably incurred by Us in cancelling any arrangements connected with the Event shall be paid by You on demand.

11.3 Notwithstanding Clause 11.2, either Party may immediately terminate the Contract by giving written notice to the other Party if:

11.3.1 any sum owing to that Party by the other Party under any of the provisions of the Contract is not paid within 5 Business Days of the due date for payment;

11.3.2 the other Party commits any other breach of any of the provisions of the Contract and, if the breach is capable of remedy, fails to remedy it within 30 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

11.3.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

11.3.4 the other Party makes any voluntary arrangement with its creditors or, being a company becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

11.3.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Contract);

11.3.6 anything similar to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

11.3.7 that other Party ceases, or threatens to cease, to carry on business; or

11.3.8 control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Contract. For the purposes of this Clause, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

11.4 For the purposes of Clause 11.3.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

The rights to terminate the Contract given by Clause 11.3 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

11.5 If We terminate this Contract before completing the services, We take full responsibility but have limited liability up to the amount paid under the contract. We will refund you the full amount paid up to the termination date.

11.6 14-Day Cooling Off Period (Business to Consumer Transactions)

i. As a consumer engaging in a business transaction with Us, for contracts not made on our premises, you have the right to a 14-day cooling-off period starting from the day the contract between the parties is formed and ends (with respect to our services) at the end of 14 calendar days after the contract formation date.During this period, you can cancel the contract without providing any reason, and you are entitled to a full refund of the amount paid.

ii. If you wish to cancel the contract between us, you should inform Us in writing without delay. We must receive the cancellation before the end of the 14-day period.

iii. If You cancel the contract after the 14-calendar day cooling-off period has expired please refer to Clause 11.2.3 above.

iv. Please note that this cooling-off period applies exclusively to business-to-consumer transactions. If you wish to cancel the contract within this period, kindly notify us in writing or by email. Upon cancellation, we will process your refund as soon as possible and, in any case, within 14 days of receiving your notice.

12. Effects of Termination

Upon the termination of the Contract for any reason:

12.1 any outstanding payments between the Parties shall become immediately due;

12.2 all Clauses intended to apply post-termination shall remain in effect;

12.3 termination does not affect any right to damages or remedies for breaches occurring before termination;

12.4 subject as provided in this Clause 12 neither Party shall have further obligations to the other; and each Party shall immediately cease use of any Confidential Information and return all such documents to the other Party, except as noted in Clause 9.

13. How We Use Your Personal Information (Data Protection)

13.1 For complete details of our collection, processing, storage, and retention of personal data, including (but not limited to) the purposes for which personal data is used, the legal basis for processing, details of your rights under the General Data Protection Regulation (GDPR) and how to exercise them, and any data sharing (where applicable), please refer to our Privacy Notice available on our website.

14. No Waiver

14.1 No failure or delay by either Party in exercising any of its rights under the Contract shallbe deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

15. Further Assurance

15.1 Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Contract into full force and effect.

16. Photography and Marketing

16.1 Unless expressly requested otherwise in writing before the Event, We reserve the right to photograph and record elements of the Event, including food, drink, equipment, styling and service delivery, for use in Our portfolio, marketing materials, website, social media channels and promotional activities.

16.2 We will use reasonable endeavours to avoid identifying individual guests without consent.

17. Complaints

17.1 We value your satisfaction and welcome any feedback you have regarding our services. If you have any complaints or concerns, please submit them via the contact details provided in Clause 2. We request that clients allow us a reasonable opportunity to investigate and respond to any complaint before publishing reviews or public statements relating to the matter. Failure to follow this process may result in the client being liable for any legal fees incurred by the company to address unwarranted public complaints.

18. Set-Off

18.1 Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Contract or any other agreement at any time.

19. Assignment and Sub-Contracting

19.1 We may assign our obligations and rights under the Agreement to a third party (e.g. if we sell our business). You will be notified in writing, and your rights under the Agreement will remain unaffected, with the third party bound by our obligations.

19.2 You may not assign your obligations and rights under the Agreement without our written consent, which will not be unreasonably withheld.

19.3 We may delegate tasks to team members or qualified sub-contractors, whose actions will be considered as Our own under the Agreement.

19.4 We may engage freelancers, agency personnel, specialist suppliers and other subcontractors in connection with the Event. Any such persons shall be deemed to be acting on Our behalf in connection with the provision of the Catering Services.

20. Relationship of the Parties

20.1 Nothing in the Contract shall constitute or be deemed to constitute a partnership, joint venture, agency, or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Contract.

21. Third Party Rights

21.1 No part of the Contract is intended to confer rights on any third parties and accordingly, the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.

22. Notices

22.1 All notices under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

22.2 Notices shall be deemed to have been duly given:

22.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

22.2.2 when sent, if transmitted by e-mail and a successful return receipt is generated; or

22.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.

In each case, notices shall be addressed to the most recent address or e-mail address notified to the other Party.

23. Entire Agreement

23.1 The documents comprising the Contract contain the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

23.2 Each Party acknowledges that, in entering into the Contract, it does not rely on any representation, warranty or other provision except as expressly provided in the documents comprising the Contract, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

24. Severance

24.1 In the event that one or more of the provisions of the Contract is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Contract. The remainder of the Contract shall be valid and enforceable.

25. Dispute Resolution

25.1 In the event of a dispute, we are willing to consider Mediation or Arbitration. The cost of the proceedings, disbursements, facilities and fees are to be split between the parties. However, subject to the applicable Arbitration legislation, the Arbitrator may determine who shall be responsible for the costs of the Arbitration and shall set out that determination in any Award.

25.2 The Parties hereby agree that the decision and outcome of the final method of dispute resolution under this Clause shall be final and binding on both Parties.

26. Law and Jurisdiction

26.1 The Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

26.2 Subject to the provisions of Clause 25, any dispute, controversy, proceedings or claim between the Parties relating to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

SCHEDULE 1

Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

1. “Business Day” - means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business;

2. “Calendar Day” - means any day of the year;

3. “Catering Services” - means the catering services (including supply of Food) which are to be provided by Us to You as specified in Your Order (and confirmed in Our Order Confirmation);

4. “Confidential Information” - means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

5. “Contract” - means the agreement for the provision of the Catering Services comprising Your Order, Our Order Confirmation and these Terms and Conditions.

6. “Deposit” - means an advance payment made to Us under Clause 4.3;

7. “Event”- means the event hosted and organised by You for which the Catering Services are required as described in Your Order.

8. “Food”- means the food that We will provide as part of the Catering Services;

9. “Order”- means Your order for the Catering Services as attached;

10. “Order Confirmation” - means Our acceptance and confirmation in writing of Your Order;

11. “Price”- means the VAT exclusive price payable for the Catering Services;

12. "Proposal" means any written proposal, quotation, estimate or pricing document issued by Us in connection with the Event.

13. “Total Price” - means the VAT inclusive price payable as explained in Clause 4.2;

14. “We/Us/Our” - means the Caterer and includes all employees and agents of the Caterer; and

15. “You/Your” - means the Customer.