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CONTENTS
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CLAUSE

1. Interpritation………………………………………………………………………………………………………………
2. Basis of Contract…………………………………………………………………………………………………………
3.Supply of Services………………………………………………………………………………………….……………
4. Customer Obligations…………………………………………………………………………………………….……
5. Charges & Payment………………………………………………………………………………………….…………
6. Intellectual Property Rights………………………………………………………………………………………………
7. Data Protection…………………………………………………………………………………………………………
8. limitation of liability………………………………………………………………………………………….………..…
9. Termination………………………………………………………………………………………………………………
10. Consequences of Termination…………………………………………………………………………………….….
11. General…………………………………………………………………………………………………………………

THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 14
(LIMITATION OF LIABILITY).

1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

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

Charges: the charges payable by the Customer for the supply of the Services in
accordance with clause 5 (Charges and payment).

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance
with clause 17.5.

Contract: the contract between the Supplier and the Customer for the supply of Services
in accordance with these Conditions.

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: as defined in the Data Protection Legislation.

Customer: the person or firm who purchases Services from the Supplier.

Customer Default: has the meaning set out in clause 4.2.

Data Protection Legislation: 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: The deliverables set out in the Order produced by the Supplier for the
Customer.

Intellectual Property Rights: 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: The Customer's order for Services as set out in the Customer's written
acceptance of the Supplier's quotation.

Services: the services, including the Deliverables, supplied by the Supplier to the
Customer as set out in the Specification.

Specification: the description or specification of the Services provided by the Supplier to
the Customer.

Supplier: Curious Catering LTD registered in England and Wales with company number
12732527.

Supplier Materials: has the meaning set out in clause 4.1(h).

[UK Data Protection Legislation: 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.]

1.2 Interpretation:

          (a) 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.
          (b) Any words following the terms including, include 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.
          (c) A reference to writing or written includes email but not fax.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with
these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written
acceptance of the Order at which point, and on which date the Contract shall come into
existence (Commencement Date). 

2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any
descriptions or illustrations contained in the Supplier's catalogues or other advertising/
promotional material, 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.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the
Customer seeks to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.

2.5 Any quotation given by the Supplier shall not constitute an offer and is only valid for a
period of 30 Business Days from its date of issue unless the supplier, in its sole
discretion, specification otherwise.

3. Supply of Services

3.1 The Supplier shall supply the Services to the Customer in accordance with the
Specification in all material respects.

3.2 The Supplier reserves the right to amend the Specification 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 Supplier shall notify the Customer in
any such event.

3.3 The Supplier warrants to the Customer that the Services will be provided using
reasonable care and skill.

4. Customer's obligations

4.1 The Customer shall:

          (a) ensure that the terms of the Order and any information it provides in the
          Specification are complete and accurate;
          (b) co-operate with the Supplier in all matters relating to the Services;
          (c) provide the Supplier, its employees, agents, consultants and subcontractors,
          with access to the Customer's premises, office accommodation and other
          facilities as reasonably required by the Supplier;
          (d) provide the Supplier with such information and materials as the Supplier may
          reasonably require in order to supply the Services, and ensure that such
          information is complete and accurate in all material respects;
          (e) prepare the Customer's premises for the supply of the Services;
          (f) 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;
          (g) comply with all applicable laws, including health and safety laws;
          (h) keep all materials, equipment, documents and other property of the Supplier
          (Supplier Materials) at the Customer's premises in safe custody at its own risk,
          maintain the Supplier Materials in good condition until returned to the
          Supplier, and not dispose of or use the Supplier Materials other than in
          accordance with the Supplier's written instructions or authorisation;
          (i) ensure that any description of the customers premises given to the supplier is
          complete and accurate and corresponds with the state and condition of the
          premises on the date of supply of Services.
          (j) comply with any additional obligations as set out in the Specification;

4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or
delayed by any act or omission by the Customer or failure by the Customer to perform
any relevant obligation (Customer Default):

          (a) without limiting or affecting any other right or remedy available to it, the
          Supplier shall have the right to suspend performance of the Services until the
          Customer remedies the Customer Default, and to rely on the Customer Default
          to relieve it from the performance of any of its obligations in each case to the
          extent the Customer Default prevents or delays the Supplier's performance of
          any of its obligations;
          (b) the Supplier shall not be liable for any costs or losses sustained or incurred by
          the Customer arising directly or indirectly from the Supplier's failure or delay to
          perform any of its obligations as set out in this clause 4.2; and
          (c) the Customer shall reimburse the Supplier on written demand for any costs or
          losses sustained or incurred by the Supplier arising directly or indirectly from
          the Customer Default.

5. Charges and payment

5.1 The Charges for the Services shall be calculated on a time and materials basis:

          (a) the Charges shall be calculated in accordance with the Supplier’s written
          quotation.
          (b) the Supplier shall be entitled to charge the Customer for any expenses
          reasonably incurred by the individuals whom the Supplier 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 Supplier for the performance of the
          Services, and for the cost of any materials.

6. The payment by any person of any fees and charges for such services shall be deemed to
be an acknowledgment and acceptance by such person of these conditions.

7. The Supplier shall not be obliged to supply the Services unless the Customer has paid a
deposit (of at least 10% of the total quotation Costs in connection with the Services) in
accordance with clause 8

8. The Customer shall pay the deposit referred to at clause 7 within 7 days of the Order.

9. The Customer shall pay all known Charges (Details of which the Supplier shall provide to
the Customer) no later than 7 days before the Due date for the supply of the services as
specified in the Order. Any additional charges shall be payable by the Customer within 7
days of request by the Supplier.

10. If the Customer fails to make a payment due to the Supplier under the Contract by the
due date, then, then the Supplier has the right to cancel and/ or suspend the services
under this contract.

11. 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).

12. Intellectual property rights

12.1 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 Customer) shall
be owned by the Supplier. 

12.2 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, nontransferable licence to copy and modify any materials provided by the Customer to the
Supplier for the term of the Contract for the purpose of providing the Services to the
Customer.

13. Data protection

13.1 Both parties will comply with all applicable requirements of the Data Protection
Legislation. This clause 13 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 13,
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 Data Protection Legislation
from time to time in force in the UK and any other law that applies in the UK.

13.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the
Customer is the controller and the Supplier is the processor.

13.3 [Without prejudice to the generality of clause 13.1, the Customer 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.

14. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS
CLAUSE.

14.1 The Supplier has obtained insurance cover in respect of its own legal liability for
individual claims not exceeding £5 Million per claim. The Supplier has been unable to
obtain insurance in respect of certain types of loss at a commercially viable price. The
limits and exclusions in this clause reflect the insurance cover the Supplier has been able
to arrange and the Customer is responsible for making its own arrangements for the
insurance of any excess loss.

14.2 Nothing in the Contract limits any liability which cannot legally be limited, including but
not limited to liability for:

          (a) death or personal injury caused by negligence;
          (b) fraud or fraudulent misrepresentation; and
          (c) breach of the terms implied by section 2 of the Supply of Goods and Services
          Act 1982 (title and quiet possession).

14.3 Subject to clause 14.2, the Supplier's total liability to the Customer shall not exceed the
total of all sums paid by the customer and all sums payable under the Contract in
request of the goods and Services actually supplied by the Supplier, whether or not
invoiced to the Customer. The Supplier's total liability includes liability in contract, tort
(including negligence), breach of statutory duty, or otherwise, arising under or in
connection with the Contract.

14.4 This clause 14.4 sets out specific heads of excluded loss

          (a) Subject to clause 14.2, the types of loss listed in clause 14.4(c) are wholly
          excluded by the parties.
          (b) If any loss falls into one or more of the categories in clause 14.4(c) and also falls
          into a category, or is specified, in clause Error! Reference source not found.,
          then it is not excluded.
          (c) The following types of loss are wholly excluded:
                    (i) Loss of profits
                    (ii) Loss of sales or business.
                    (iii) Loss of agreements or contracts.
                    (iv) Loss of anticipated savings.
                    (v) Loss of use or corruption of software, data or information.
                    (vi) Loss of or damage to goodwill.
                    (vii) Indirect or consequential loss.

14.5 The Supplier 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 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent
permitted by law, excluded from the Contract.

14.6 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an
event within the notice period, the Supplier shall have no liability for that event. The
notice period for an event shall start on the day on which the Customer became, or
ought reasonably to have become, aware of the event having occurred and shall expire
30 days from that date. The notice must be in writing and must identify the event and
the grounds for the claim in reasonable detail.]

14.7 This clause 14 shall survive termination of the Contract.

15. Termination

15.1 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:

          (a) 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 7 days of that
          party being notified in writing to do so;
          (b) 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, if the step or action is taken in another
          jurisdiction, in connection with any analogous procedure in the relevant
          jurisdiction;
          (c) 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
          (d) 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.

15.2 Without affecting any other right or remedy available to it, the Supplier may terminate
the Contract with immediate effect by giving written notice to the Customer if:

          (a) the Customer fails to pay any amount due under the Contract on the due date
          for payment; or
          (b) there is a change of control of the Customer.

15.3 Without affecting any other right or remedy available to it, the Supplier may suspend
the supply of Services under the Contract or any other contract between the Customer
and the Supplier if the Customer fails to pay any amount due under the Contract on the
due date for payment, the Customer becomes subject to any of the events listed in
clause 15.1(b) to clause 15.1(d), or the Supplier reasonably believes that the Customer is
about to become subject to any of them.

16. Consequences of termination

16.1 On termination of the Contract:

16.2 If the Customer shall cancel or be deemed to cancel the Order fourteen days or more
than fourteen days prior to the due date for the Supply of Services specified in the
Order, then the Customer shall be liable to pay 10% of the Charges in addition to all out
of pocket disbursements or costs of the Supplier in relation to the proposed provision of
the Services, credit being given for any Payment on Account already paid.

16.3 If the Customer shall cancel or be deemed to cancel the Order less than fourteen days
but more than seven days prior to the due date for the supply of Services specified in
the Order, then the Customer shall be liable to pay 25% of the Charges in addition to all
out of pocket disbursements or costs of the Supplier, in relation to the proposed
provision of the Services, credit being given for any payment on Account already paid.

16.4 If the Client shall cancel or be deemed to cancel the Order less than seven days but
more than 48 hours prior to the due date for the supply of Services specified in the
Order, then the Client shall remain liable to pay 50% of the Total Charges in addition to
all out of pocket disbursements or costs of the Supplier, in relation to the proposed
provision of the Services, credit being given for any Payment on Account already paid.

16.5 If the Customer shall cancel or be deemed to cancel the Order less than 48 prior to the
due date for the supply of Services specified in the Order, then the Customer shall
remain liable to pay 100% of the Total Charges.

16.6 Where circumstances beyond the Suppliers control prevent the Supplier from fulfilling
any obligations hereunder, the Supplier will, by notice in writing to the Customer,
terminate the Contract and return to the Customer any balance of the payment on
account remaining after settlement of all or any costs, expenses or liabilities incurred in
respect of the proposed provision of the Services. Termination 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.

16.7 Any provision of the Contract that expressly or by implication is intended to come into
or continue in force on or after termination of the Contract shall remain in full force and
effect.

17. General

17.1 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.
17.2 Assignment and other dealings.

          (a) The Supplier 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.
          (b) The Customer 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.

17.3 Confidentiality.

          (a) Each party undertakes that it shall not [at any time OR at any time during the
          Contract, and for a period of two years after termination of the Contract,
          disclose to any person any confidential information concerning the business,
          affairs, customers, clients or suppliers of the other party, except as permitted
          by clause 17.3(b).
          (b) Each party may disclose the other party's confidential information:
                    (i) 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 advisers to
                    whom it discloses the other party's confidential information comply
                    with this clause 17.3; and
                    (ii) as may be required by law, a court of competent jurisdiction or any
                    governmental or regulatory authority.
          (c) Neither party shall use the other party's confidential information for any
          purpose other than to perform its obligations under the Contract.

17.4 Entire agreement.

          (a) 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.
          (b) 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.
          (c) Nothing in this clause shall limit or exclude any liability for fraud.]

17.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be
effective unless it is in writing and signed by the parties (or their authorised
representatives).

17.6 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.

17.7 Severance. 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 shall not affect the validity and
enforceability of the rest of the Contract.

17.8 Third party rights.

          (a) 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.
          (b) The rights of the parties to rescind or vary the Contract are not subject to the
          consent of any other person.

17.9 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.

17.10 Jurisdiction. 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.