These are the terms and conditions that sets out the relationship between Auden Hospitality Limited (company number 14146939) whose Registered Address is at Suite A, 82 James Carter Road, Mildenhall, Suffolk, IP28 7DE, United Kingdom (“Hospitality Agency”) and any clients (“Client”).

CONTRACT

The contract between the Hospitality Agency and the Client for the supply of Services in accordance with these terms and conditions and the Proposal.

CLIENT

As named on the signature page of the approved Proposal.

1. PROVISION OF THE SERVICES

1.1 Hospitality Agency shall provide the Services to the client during the Term in accordance with this Agreement on a non-exclusive basis and shall be free to provide services to third parties provided that this does not place the Hospitality Agency in breach of any of his obligations under this Agreement. , and provided that the Hospitality Agency shall not, during the continuance of his appointment under this Agreement, directly and/or indirectly perform similar services to similar or competitive concepts in the Market without obtaining the prior written consent of the Manager. Such consent shall not be unreasonably withheld. Competitive concepts relate to groups or chains of the agreed concept restaurants in the same country of the stated project.

2. PAYMENT

2.1 In consideration of and subject to the Hospitality Agency complying with their obligations under this Agreement the client shall pay the Hospitality Agency the Payment plus all reasonable reimbursable expenses.

2.2 Payment terms are specific to the project and scope agreed upon and stated in the Fee Proposal.  Acceptance of the Fee Proposal constitutes agreement to the payment terms stated.

2.3 Invoices are payable within 14 days of receipt.  Any amount unpaid within 14 days from the date of receipt of the invoice will bear interest at the rate of one and one-half percent (1.5%) per month until paid. The provision for the payment of interest shall not be construed as authorisation to make payments late. The Hospitality Agency reserves the right to suspend work on the project in the event of continued late payment.

2.4 Reimbursable expenses shall include expenditures made in the interest of the project including Business Class level for air and rail travel & accommodation plus reasonable expenses and travel per diems in connection with the project at no more than £50 per day. For car travel, mileage will be charged at 0.45p per mile. Travel within Central London (TFL Zones 1-3) is not charged.

2.5 A handling charge at the rate of 10% will be added to any and all disbursements charged, including items bought on behalf of the client at their approval to cover the cost of administration.  This does not include items such as travel expenses, but items/goods requested to be purchased by the client for the project.

2.6 Out-of-pocket costs and disbursements such as international telecoms and data roaming charges, printing, couriers etc will be pre-approved by the Client and added to relevant invoices.

2.7 The Hospitality Agency’s Services are rendered as an independent contractor and at no time shall they be an employee of the client.  The Hospitality Agency shall be solely responsible for all taxes due in respect of the Services 

2.8 All prices are in GBP and exclude VAT (if applicable) and at the current rate.

3. RIGHTS

3.1 The Hospitality Agency retains the rights to all intellectual property for work carried out for the client until all outstanding fees have been paid in full at which point the client has exclusive rights to all intellectual property.

4. WARRANTIES

4.1 The Hospitality Agency undertakes, represents and warrants that they:

(a) have all the rights which are necessary to enable them to enter into this Agreement and to perform their obligations under this Agreement and shall not breach any term of any contract between them and any third party by doing so;

(b) shall perform their obligations under this Agreement in a lawful, competent and professional manner and without infringing the rights of any third party; and

(c) shall comply with all statutory rules and regulations and other applicable rules and regulations imposed by the client, including confidentiality, computer security and its business premises.

(d) On request, the Hospitality Agency will provide a copy of their international business insurance including Public Liability (up to £1,000,000) and Professional Indemnity (up to £2,000,000).

5. TERM AND TERMINATION

5.1 Subject to Clause 5.2, this Agreement shall commence on the Commencement Date and shall continue for the Initial Term and shall then continue indefinitely unless terminated by either party on 2 months'  (60 days) written notice to the other.

5.2 Either party may terminate this Agreement at any time on immediate written notice to the other if:

(a) the other is in material breach of its obligations under this Agreement and has failed to remedy the breach within 14 days of its notification; or

(b) either party becomes bankrupt, insolvent (or a petition for its insolvency is presented), makes any arrangement for the benefit of its creditors, has a receiver, administrative receiver or administrator appointed or ceases or threatens to cease to carry on business.

5.3 Upon termination of this Agreement for any reason:

(a) The Hospitality Agency shall have no further obligation or liability to the client under this Agreement.

(b) The client will settle all reasonable amounts due till the termination date

(c) All work, documentation and material that the Hospitality Agency produces to be handed over to the client prior to or on the termination date

6. TIME IS OF THE ESSENCE

6.1 Time is of the essence with respect to all provisions within this agreement. 

6.2 ACCEPTANCE, the offer is accepted by confirming acceptance via email or written response, whether signed or not, at which point this Agreement shall commence.

6.3 COMMENCEMENT, acceptance does not imply immediate commencement by the Hospitality Agency. The commencement date is to be agreed upon by both parties

6.4 In the event the project is not completed on or before the agreed date, due to delays in performance caused by either the owner or a third party, not including the Hospitality Agency or ‘Force Majeure’, this shall constitute a breach of this agreement, which shall incur penalty charges.

6.5 This provision is applicable for this agreement in full unless otherwise indicated in writing and signed by both parties.

7. CONFIDENTIALITY

7.1 Each party (the "Party") undertakes with the other that it shall maintain in the strictest confidence and not divulge or communicate to any third party any confidential information relating to the other.

7.2 The term "confidential information" as used above, shall include:

7.2.1 information of a confidential nature concerning the trade secrets or business dealings transactions or affairs of the other which may come to the notice of the Party prior to or during the continuance of this Agreement; and

7.2.3 any information relating to the methods or techniques used by the other party in developing or providing its services and any materials in the eye or machine-readable form comprising any part of such information made available to the Party.

7.3 The provisions of this Clause 7 shall not apply to any confidential information to the extent that either party is required to divulge the same by any court tribunal or government or regulatory authority with competent jurisdiction or it comes within the public domain other than through the default of the Party, its employees or agents.

7.4 The provisions of this Clause 7 shall survive the termination of this Agreement.

8.   ASSIGNMENT

8.1 The Hospitality Agency shall have the right to assign or sub-license its rights and obligations under this Agreement (or any interest in this Agreement) to any third party PROVIDED THAT the Hospitality Agency shall remain liable for its obligations under this.

8.2 By accepting the proposal, you grant permission for The Hospitality Agency to engage in discussions and negotiations with external third-party service providers and suppliers on your behalf, aligning with the specific project requirements. In certain cases, these external parties may The Hospitality Agency a referral and management fee. This fee compensates The Hospitality Agency for facilitating the connection between the supplier and the client and overseeing the procurement process; this payment arrangement with the supplier does not affect the pricing charged directly to the customer. The customer will receive a direct bill from the supplier for the goods or services obtained, and the pricing remains unaffected by the referral and management fee paid to The Hospitality Agency.

8.3 Recommendations may be provided by the Hospitality Agency to the client, however, at no time will the Hospitality Agency be responsible for the performance of the service provider recommended. The final decision to enlist the provider is solely the decision of the client.

9. CLIENT OBLIGATIONS

9.1 Other than otherwise agreed (under terms of Confidentiality), allow the Hospitality Agency to use the materials it produces for all its own promotional and Public Relations (PR) activity.

9.2 Allow our photographer with prior consent in writing by the brand, onto the premises for the purpose of photographing the completed interior prior to the opening/relaunch date or soon after the project has been completed.

10. GENERAL TERMS

10.1 Any notice to be served on either party by the other made under this Agreement shall be in writing sent by prepaid recorded delivery or registered post to the contacts at the address of the addressee as set out in the Schedule or to such other address as notified by either party to the other as its address for service of notices and all such notices shall be deemed to have been received within 48 hours after posting.

10.2 Entire Agreement: This Agreement represents the entire understanding and agreement between the parties hereto relating to the services and supersedes any and all prior agreements, whether written or oral, that may exist between parties regarding it. To the extent that any other document conflicts with the terms or conditions whether contained in the Client’s purchase order or any other document conflict with the terms and conditions of the Agreement, the terms and conditions of this Agreement shall govern.

10.3 Variation: No amendment or modification to this Agreement or any waiver of any provisions hereof shall be effective unless in writing and signed by both parties.

10.4 Governing Law: The Agreement 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.

10.5 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).