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Terms & Conditions

Terms and Conditions for Makers

Introduction

  1. The Room Service Collection Limited (The Room Service) is a marketplace for products where registered Makers are enabled to market, list and sell products to customers of The Room Service.
  2. These Terms and Conditions (the ‘Conditions’) apply between you (the ‘maker’, ‘you’) and The Room Service (‘we’, ‘us’) and sets out the terms upon which you may sell products on our Website (the ‘Site’) and use our Services.
  3. Please ensure that you have read and understood these Conditions before agreeing to them or working with us and have printed a copy for your reference.
  4. Please be advised that we are entitled to amend the Conditions from time to time by amending this document and publishing the amended version on the Site. It is your responsibility to ensure you check this document regularly and ensure that you have read and understood the most recent update.

About Us

  1. The Room Service and the www.theroomservice.co website are operated by: The Room Service Collection Limited, registered in England and Wales under company number 10982014 at the registered address of 9 Esplanade Gardens, Southsea, PO4 9LZ, United Kingdom.

Term

  1. The term of these Conditions shall commence as soon as we have notified you that your Application Form has been processed and accepted and you have paid any applicable Joining Fee.

Our Service To You

  1. The Room Service is a marketplace website. The Site is a platform from which you are able to sell your products directly to our Customers.
  2. We do not own, do not possess and are not responsible for any products offered for sale by you through The Room Service.
  3. By making use of our platform and services, you expressly authorise us to act as your commercial agent for the purposes of advertising your products for sale, marketing your products, negotiating and concluding the order and purchase of your products and liaising with customers on your behalf, when required. We perform these services as your commercial agent through the use of our Site, social media platforms, telephone and email.  
  4. Contracts for Sale are made through the Site between you and the Customer only. The Contract for Sale is formed at the point that we, acting as your commercial agent, issue an email acknowledgement of the order of your product to the Customer. We are not a party to this contract.
  5. As set out above, the relationship between you, us and our employees is that of an independent contractor. Nothing in the Conditions shall render us and our employees as employees, workers or any other form of agent or partner of you or our customers.   
  6. Upon being accepted as a Maker on The Room Service, you will be asked to create a password and will be given access to a secure area of the site (the ‘Content Management System’ or ‘CMS’) where you will be able to list your products for sale, access and send correspondence to/from us and our customers and manage your own account information, such as payment and contact details.
  7. Unless at our reasonable discretion or as provided for in the Conditions, neither you, we, nor our employees shall have any right or authority to, and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other party or bind the party in any way.

Our Obligations To You

  1. We will provide our Service with reasonable skill and care and use reasonable endeavours to rectify any faults in our Service as soon as reasonably practicable.
  2. We do not warrant that the Site will be permanently available or error-free and are not under  obligation to do so, but will make all reasonable endeavours to make sure that it is.
  3. We reserve the right to postpone access to the Site for the purposes of maintenance, updates, or error-correction at any time without notice and to amend the Service at any time. Any variation in the Service will be subject to the Conditions.
  4. We cannot and do not guarantee any amount of business for you as a result of your use of our services and our Site but we will endeavour to provide you a good Service at all times.
  5. We cannot give any undertaking or warranty in relation to the Customers of The Room Service generally, including and without limitation as to their ability or willingness to pay for your Products.
  6. We will give you a password and secure access to our CMS for the duration of the term of the Conditions.
  7. We will create and maintain a Featured Maker Page for you. The Room Service has absolute discretion as to the design, content, location, positioning and use of this page within the Site but you may be asked to provide draft content which may include prose and imagery and your approval of the content and confirmation of its accuracy will be sought before it is published.
  8. On the 5th working day of each month we will give you an invoice with the following information with respect to the  preceding month:
    1. the total amount of sales you have made;
    2. any refunds claimed;
    3. the Net Sales Proceeds that you are entitled to receive, namely the total sales in the relevant month less the Commission Fee and any refunds claimed.
  1. We will pay you the amount due as detailed on the invoice by the 10th working day of the month.
  2. We will pay you promptly and in accordance with these Conditions.

Your Obligations To Us

  1. By applying and undertaking to become a Maker on our Site you warrant that:
    1. You are legally capable of entering into binding contracts;
    2. You are at least 18 years old if you are an individual or sole trader; and
    3. All the information in your Application Form is accurate to the best of your knowledge.
    4. You are incorporated and/or established (whether as a company, partnership, unincorporated association, or sole trader) in the United Kingdom or the Republic of Ireland; and
    5. You have an operational trading address in the United Kingdom or the Republic of Ireland.
    6. You hold any insurance cover for your business required by law and reasonable prudence.

Our Contract with You

  1. All prospective Makers must complete an Application Form. We reserve the right to accept or reject applications at our discretion.
  2. You will be notified by email if your application is successful and supplied with a copy of these Conditions. To proceed with your application you must confirm your acceptance of these Conditions in writing.
  3. On confirmation of your acceptance of these Conditions, a contract will be formed between you and The Room Service Collection Limited, known as the ‘Contract’.
  4. These Conditions shall apply to and be incorporated into the Contract and will prevail over any previous correspondence or conditions contained or referred to in any purchase order, confirmation or acceptance of a quotation provided by you, or implied by law, custom, practice or course of dealing.

Listing your Products for Sale

  1. It is your responsibility to populate your product pages and ensure that the information on them is accurate, up to date and not misleading.
  2. On occasion we may offer suggestions on how to present or describe your products and we reserve the right to remove products for sale from our Site which are not in accordance with these Conditions or for any other reason we deem fit, at our discretion. In particular, you must ensure that any photography meets any standards and specifications set by us.

Pricing

  1. Prices of products must be equal or lower than the price of the same product sold through your own retail platform.
  2. Prices of products must be fully inclusive of all taxes and any additional charges, save for delivery and packing costs.
  3. Delivery and packaging costs must be clearly stated and are additional to the product cost.
  4. You are solely responsible for ensuring that you fully comply with current UK and Ireland VAT regulations and account for VAT correctly.

Selling your Products on our Site

  1. When a Customer’s order is acknowledged by us, a binding contract for sale is created between you and the Customer. You must fulfil the Contract for Sale promptly and in accordance with all applicable laws including, but not limited to, The Consumer Protection (Distance Selling) Regulations 2000.
  2. Further, you must undertake to do the following:
    1. Only offer for sale products that you have in stock or can make and/or deliver within the timeframe you specify on the Site.
    2. Not offer for sale any products which could be deemed by a reasonable person to be unethical in nature, breach any law or third party right or mislead or attempt to mislead either The Room Service or its customers as to the provenance, quality or nature of your products.
    3. Monitor your chosen email account and CMS dashboard regularly.
    4. Respond promptly to any correspondence through the CMS from both The Room Service and its Customers.
    5. Manufacture and despatch all products sold promptly and within the delivery time you have stipulated on the Site.
    6. Ensure that suitable and reliable delivery methods are used and that such methods are clearly communicated to anyone who purchases your Products. You acknowledge that we are not responsible for any items that are lost in transit that you may still be subject to the associated fees for the product’s sale. If items are lost in the post then you are responsible for contacting the buyer of those products and ensuring the matter is reasonably and amicably settled either by offering refunds, re-posting items, or if this is not the case then making sure that the Customer was aware of your delivery terms prior to sale.
  1. We are not and will not be a party to any contract that may come into existence between you and any user that purchases your Products or who you may otherwise meet or come into contact with through our Site.
  2. We will not be liable for any loss or damage suffered by you as a result of your dealings with any person, firm or company you have come into contact with through our Site. You will indemnify us against all costs, claims, damages and losses that may arise out of any such dealings.

Selling Your Products Through Third Parties

  1. Nothing in these Conditions prevents you from selling the products available for sale on the Site through third parties elsewhere, unless it has been agreed in advance with us that your product will be exclusive to us.
  2. Nothing in these Conditions prevents you from selling the products available for sale on the Site through your own website. However, you must not:
    1. Publish your contact information, including but not limited to website URLs, email addresses and telephone numbers, on any areas of our Site;
    2. Publish information which would facilitate customers purchasing products directly or indirectly through you on any areas of our Site,
    3. Use the private message systems within our Site and CMS to encourage or facilitate customers and users of The Room Service to purchase products from anywhere other than our Site,
    4. Send marketing information to customers, other than that provided by us.

Communication with Customers

  1. Any communication that you have with our Customers shall be solely for the purpose of processing and/or progressing a Customer’s order and be via the CMS or, if that is not possible, then at all times include a reference to us and not include any reference to your own website, email address, other correspondence address or any other promotion of services outside those offered by us. This obligation includes any material included with the despatch of a Customer’s order.

  2. You should respond to any Customer enquiries or Customer complaints promptly and courteously and in the first instance within one working day.

  3. You shall advise us of any escalated unresolved customer enquiries as soon as reasonably practicable.

Security

  1. You are at all times responsible for the security and safe and proper use of any usernames, login information, passwords and CMS used in connection with the Site. This includes, but is not limited to not disclosing information related to them to third parties, reset passwords regularly and ensuring that any of your employees given access to this information use it safely and properly also. You shall inform us immediately if you know or suspect such information has been compromised in any way. If you forgets a password, you must comply with and satisfy our security procedures and obtain a replacement.  
  2. If we suspect that there has been a security breach, we reserve the right to suspend the Service and take all necessary steps to rectify it, including but not limited to, requiring you to reset your  passwords, login information and any other security information. We will inform you of any such requirements as soon as reasonably practicable.

Technical

  1. It is your sole responsibility to provide, maintain and support all hardware and software required to access the Site and correspondence from us. You must, in particular have access to the internet at your own cost; have up to date browser and anti-virus software at your own cost and ensure that all emails and information submitted electronically to us are free from viruses.
  2. You acknowledge that the transmission of information via the internet is not completely secure, there is always a risk that communications by electronic means may not reach their intended destination, or may do so much later than intended, for reasons outside of our control. It is, therefore, not reasonably possible to provide the Service entirely free of fault at all times.
  3. You must not misuse our Site by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the server on which The Room Service is hosted or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of-service attack and we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of The Room Service or to your downloading of any material posted on it, or on any website linked to it.

Payments and Fees

Fees

  1. On becoming a Maker on our Site, a joining fee will be due. This is a non-refundable fee. The amount of the joining fee will be at our discretion and it may be waived entirely.  
  2. We reserve the right to charge you an annual or monthly Subscription Fee but will notify you in writing and at least one month in advance if we intend to do so.

Payments Taken From Customers

  1. All payment for products sold through The Room Service will be collected by us in our capacity as your commercial agent. Payments will be collected from customers using either Paypal www.paypal.com/gb/home or Stripe www.stripe.com/gb. Associated Merchant Payment Fees will be paid by us.
  2. The Customer’s obligation to pay the you for products purchased is satisfied when they validly pay us for those products.

Payments We Take From You

  1. For the use of our Services, we will charge you a 20% Commission Fee. The Commission Fee is charged against the total Sale Price of the product but is not charged against any Delivery Charges incurred for that product. The Sale Price shall include any VAT you charge the Customer.
  2. We will automatically deduct the Commission Fee from your monthly sales payments.
  3. We reserve the rate to vary the Commission Fee but will notify you in writing and at least one month in advance if we intend to do so.

Payments We Give To You

  1. We will pay you for your monthly sales less the Commission Fee by the 10th working day of the following month ie: we will pay you for all sales made in January by the 10th working day of February.
  2. We will pay you by Paypal to a Paypal account of your choosing.
  3. You are required to upload the email address of the Paypal account you wish us to make payment into on to the CMS. You are responsible for ensuring these details are correct at all times and updated when required. You will be responsible for any bank charges or administrative expenses incurred by us as a result of any inaccuracies in any such information.
  4. Under no circumstances will you carry out any practice on our Site that could be recognised as trying to avoid or evade the fees outlined in this section. Any such practices will result in temporary or permanent termination of your membership on The Room Service.

Refunds

  1. Customers are entitled to refunds and a refund must be issued for the following reasons:
    1. A product is out of stock;
    2. A product is not shipped and delivered within the specified time for such product;
    3. A product is faulty;
    4. A product is not as described;
    5. A product is returned and a refund requested within 14 days of its delivery and receipt.
    6. A product is delivered after its best before date has expired.
  2. Exceptions to the reasons listed above are clearly identified non-cancellable and non-refundable products which include, but are not limited to:
    1. Products that are specially commissioned when ordered;
    2. Perishable products such as food;
    3. Products sold with a hygiene seal that has been broken, such as toiletries;
    4. Products that have been personalised or customised outside of the standard customisation options at the Customer’s request.
  3. We will refund you the Commission Fee if a product is returned to you by a Customer for any reason and the refund for the product is authorised by you.
  4. We will not charge you a refund fee.
  5. In the event of a Customer mistakenly purchasing an item from you that is out of stock or not available for another reason, you must promptly issue a refund to that Customer. We retain the right to suspend or terminate your membership if we deem at our discretion that an unreasonable amount of products are being refunded by you for being out of stock.
  6. Customers shall bear the cost of all returns, unless an item is found to be faulty. Should this be the case, the Customer must be issued a refund for the postage cost.
  7. Any refunds made in accordance with this section will be deducted from our monthly sales payments to you for the month the refund was issued. ie: if a product is purchased in January and returned in February, the refund will be issued in February and deducted from February’s  monthly sales payments which are made to you in March.

Chargeback

  1. We accept payments from Paypal and all major credit cards through Stripe www.stripe.com/gb who warrant that all industry-standard checks and security systems will be in place, namely transactions and sensitive data handling over SSL, digital certificates implementation and any other systems reasonably expected by a diligent on-line retailer acting in a professional way.
  2. A chargeback is a dispute which occurs when a customer and cardholder questions their payment to us for a product through their card issuer. Any liabilities for such chargebacks or payments to a financial provider levied against us in relation to your products will be recharged to you.

Marketing and Promotions

  1. The scope and amount of advertising and publicity run by us is at  our sole discretion.
  2. You agree to permit and comply with all marketing and promotional activities undertaken by us at our sole discretion to promote and sell your products and adapt to competitors strategies. This may include, but is not limited to:
    1. Activity on the Site;
    2. Activity in online or offline publications and platforms not owned or managed by us;
    3. Responding promptly to any requests from us for marketing information or material;
    4. Clearly including any marketing material provided by us with your orders when despatched.
  3. You agree to include marketing material provided by us in the orders you despatch.
  4. We reserve the right to run promotions on the Site at our own cost which may include, but are not limited to discounts, free or discounted delivery, competitions and loyalty programmes. Any such promotions will be run at our sole discretion and we will inform you of any such promotions in advance.
  5. In addition, you may be invited to participate in promotions marketed by us but at your own cost. This may include, but is not limited to: discounts, free or discounted delivery, competitions and loyalty programmes. If we require you to bear the cost of the promotion, we will invite you to do so in writing and participation in any such promotion will always be at your sole discretion.

Written Communications

  1. You accept that communication with us will be mainly electronic. We will mainly contact you by e-mail or provide you with information by posting notices on our Site.
  2. For the purposes of the Contract, you agree to electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.

Postings on Our Site

  1. When using our Site or posting any material including but not limited to messages, information or other material, including without limitation audio or visual material and information about products for sale, you must comply with the provisions of this clause and you will indemnify us against any losses arising from any breach by you.
  2. We disclaim all liability and responsibility arising from any reliance placed on the material posted on our site by you or any user.
  3. Any material you upload to the public areas of our Site, excluding your password, will be considered non-confidential and non-proprietary. You warrant that any such material:
    1. will not contain any obscene, defamatory, abusive, threatening, misleading or harassing material, or any pornographic, seditious, or blasphemous material or any material liable to incite racial or religious hatred or any material advertising products different than the products that could be sold on our site;
    2. will not breach any legislation or applicable law;
    3. will not infringe any third party intellectual property rights; and
    4. will not contain or constitute unauthorised commercial communications, or spam.
  4. We have the right to disclose your identity to any third party who claims that any material posted or uploaded by you to our Site constitutes a violation of their intellectual property rights, or their right to privacy.
  5. We reserve the right to remove any material from our Site which breaches any part of this clause.

Information, Data Protection and Privacy

  1. Any personal data acquired by us will be handled and processed in accordance with the General Data Protection Regulation (GDPR).
  2. Any personal data acquired by you in the course of your dealings with us and with our customers must be in accordance with these Conditions and handled and processed in accordance with the General Data Protection Regulation (GDPR).
  3. You are not, under any circumstances, entitled to use Customers’ personal data for any other purpose other than the delivery of purchased Products.

Confidentiality

  1. You shall agree to keep in confidence any Confidential Information accessed through The Room Service and, except in accordance with these Conditions, will not disclose that Confidential Information to any person, other than your employees, professional advisers or suppliers who need to know the information, without the written consent of the other party.
  2. The obligation for confidentiality will remain in effect for 12 months after the termination or expiry of these Conditions, however that may come about.
  3. These obligations of confidentiality under the Conditions shall not extend to any matter which either party can show: is in or has become part of the public domain, other than through a breach of the Conditions or other confidentiality obligations; was lawfully in the possession of the recipient before the disclosure under the Conditions took place; was independently disclosed to it by a third party entitled to disclose the same; was disclosed in accordance with Clause 80 above or is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.

Intellectual Property Rights

  1. All Intellectual Property Rights (‘IPR’) in relation to our Site or Services belong to us or our licensors. In particular, but without limitation, all material on our Site is protected by copyright laws and treaties around the world. All such rights are reserved.
  2. Any use of The Room Service IP such as its logo, branding, marketing material, packaging, whether in hard or soft format, must only be used in accordance with these Conditions and with our prior consent and written permission. At any time we reserve the right to request that The Room Service IP is removed from use within the agreed timelines stipulated.
  3. Where photographs or images of your products are produced by us or our agents, you may only use these images on our Site or in printed material produced or agreed by us. We reserve the right to charge you a licence fee in respect of any use of such photographs or images in contravention of this clause.
  4. You may only use IP on our site on our Site, including but not limited to images, photographs, logos, branding and copy, that you are the legal beneficial owner of and/or have license to use.
  5. You must not sell any products on our Site whose sale would infringe any IPR of a third party or are copies of any other brand, design or maker. There is and will be no claim against The Room Service arising in relation to the abuse of any such IPR. We will notify you as soon as reasonably practicable if we are made aware of any IPR infringement claim by such a third party.
  6. You permit us to access and use any content that appears on your Featured Maker page or any information you have given us in our own editorial content or promotional activities relating to you, your business and your products.
  7. You indemnify and hold us harmless against any and all damages, liabilities, costs, expenses and/or losses arising out of or relating to any breach of Clause 91 above in respect of any claim or action that the normal operation, possession or use of those IPR by us infringes a third party’s rights (‘IPR Infringement Claim’).
  8. In the event of an IPR Infringement Claim you shall immediately make, and without charge to us, any such alterations, modifications or adjustments to the IPR as shall be necessary to make them non-infringing.
  9. We shall be entitled to take sole conduct of the defence to any claim or action in respect of any IPR Infringement Claim and may settle or compromise such claim or action at is sole discretion. You shall give us such assistance as it shall reasonably require in respect of the conduct of the said defence including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court process and the provision of all relevant documents.
  10. At our request, you shall take the conduct of the defence to any claim or action in respect of any IPR Infringement Claim. You shall not at any time admit liability or otherwise settle or compromise, or attempt to settle or compromise, such claim or action except upon the express written instructions of us, such instructions not to be unreasonably withheld or delayed.

Waivers

  1. If we fail at any time to insist upon strict performance of any obligations under these Conditions, or fail to exercise any of the rights or remedies to which we are entitled under them, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
  2. No waiver by us of any provision of the Conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
  3. No waiver by either party of any provision of the Conditions shall be deemed to be continuing or shall be deemed to be a waiver of any other term.
  4. A waiver by either party of any provision of the Conditions, or delay in enforcing any provision, shall not prevent the subsequent enforcement of that provision.
  5. A waiver by us of any provision shall not constitute a waiver of any subsequent provision.

Severability

  1. If any provision of these Conditions, or part thereof, is found by any competent authority to be invalid, unlawful or unenforceable to any extent then that provision shall not affect the validity of the remaining provisions which shall continue to be fully enforceable.

Liability

  1. Subject to Clause 14 above, all conditions, warranties and other terms which might otherwise be implied by statute, Common Law or equity are hereby excluded.
  2. Nothing in these Conditions will operate to exclude or limit in any way our liability:
      1. for death or personal injury caused by our negligence;
      2. for fraud or fraudulent misrepresentation; or
      3. for any other liability that cannot be excluded by law.
  3. We are not responsible for indirect losses which happen as a side effect of the main loss or damage, including but not limited to:
      1. loss of income or revenue;
      2. loss of business;
      3. loss of profits or contracts;
      4. loss of anticipated savings;
      5. loss of data;
      6. waste of management or office time;

however arising and whether caused by tort, including negligence, breach of contract or otherwise.

  1. We are not responsible or liable for any lack of access to our Site as a result of Site maintenance. We will endeavour to provide you with reasonable notice of any maintenance work that may restrict access to our Site.
  2. Our total liability in contract, breach of statutory duty, misrepresentation, tort – including negligence – or otherwise, arising in connection with our provision of the Service and performance or contemplated performance of these Conditions is strictly limited to the total fees paid by you in the six month period immediately preceding the date of the breach.

Notice

  1. Any notice served under these Conditions must be writing. Notice may be delivered by email, hand or by courier, or sent by prepaid first class or registered mail to either us at our registered address or to the you at your registered address, whichever is the relevant address. Any notices served by email must be sent to the email address most recently supplied to the sender by the addressee. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

Transfer of Rights and Obligations

  1. The Contract between you and us is binding on you and us and on our respective successors and assigns.
  2. The Contract is not intended to benefit, or be enforceable by, anyone else. You may not transfer, assign, change or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
  3. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it without your consent, at any time during the term of the Contract.
  4. No terms of these Conditions shall be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise. This includes, but is not limited to, any third party agent, representative, sub-contractor, employee or officer of  us or you.
  5. Nothing in this clause excludes our rights when acting as your commercial and payment agent.

Termination

  1. Without prejudice to either party’s right to terminate the Conditions under the remainder of this clause, the Conditions shall remain extant until and unless either party notifies the other in writing at least 30 days prior to the expiry of the current Term.
  2. Without prejudice to any other rights or remedies which the parties may have, any party may terminate the Contract immediately on giving notice to the other party if:
      1. a material breach of any of the terms of the Contract is committed and, if such breach is remediable, they fail to remedy the breach within 14 days of being notified in writing of the breach; or
      2. a party becomes become insolvent (voluntary or otherwise), becomes the subject of a bankruptcy order or make any arrangement or composition with assignment for the benefit of creditors, or goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over their assets, or if the equivalent of any such events under the laws of any relevant jurisdiction occurs.
  1. Further, we reserve the right to terminate or suspend the Conditions immediately and at any time, at our discretion and without liability to us, by notifying you in writing if:
      1. your eligibility to be listed on the Site changes; or
      2. you fail to pay any Charges payable to us within seven working days of the payment being due, as per the timelines outlined in these Conditions.
      3. you breach any of these Conditions, without prejudice to any other rights or remedies.
  1. Your rights to use our Services will immediately terminate upon termination of the Conditions for whatever the reason. We will be entitled to invoice you for any Fees that have arisen and you will be obliged to pay such Fees and any other outstanding invoices in accordance with our payment terms set out above or these charges shall be payable within 30 days of the date of termination or suspension, whichever sooner.
  2. Upon termination of the Conditions you will be obliged to complete any outstanding orders in accordance with the terms and manner set out by these Conditions within 30 days of the date of termination or suspension, whichever sooner. We will not be held liable for any costs whatsoever incurred in association with the completion of such orders.
  3. The accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

Events Outside Our Control

  1. No party will be liable or responsible for any failure to perform, or delay in performance of, any of its obligations caused by events outside its control, namely a Force Majeure event.
  2. Events of Force Majeure include any act, event, non-happening, omission or accident beyond a party’s reasonable control and includes in particular and without limitation the following: strikes, lock-outs or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; Impossibility of the use of public or private telecommunications networks.
  3. The obligations required by these Conditions will be suspended for the party affected by the Force Majeure event for the period the Force Majeure circumstances continue. The party affected must use all  reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under these Conditions may be performed despite it. If any such circumstances continue for a continuous period of more than 30 days, any party shall be entitled to give notice in writing to the other to terminate the Conditions.

Entire Agreement

  1. These Conditions and any documents expressly referred to in them constitute the entire agreement between us and supersedes and extinguishes all previous drafts, agreements, arrangements, representations (save in respect of those made fraudulently) and understandings between us, whether written or oral, relating to its subject matter.
  2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement.
  3. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.

Law and Jurisdiction

  1. These Conditions and any non-contractual obligations relating to or arising under them, including all contracts for the purchase of goods between you and the Customer and any disputes arising from or related to such contracts, will be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

END

Version Last Updated 26th April 2018

 

The Room Service