These booking conditions govern any reservation for or supply of accommodation, property, resort or surroundings, activities, excursions, events, services, meals, clubs, amenities and equipment (together called the ‘Arrangements’). They, together with any other written information, terms or agreements brought to the Supplier’s attention or otherwise agreed between the parties form the basis of the contract between the Supplier and the Company. By confirming a reservation of Arrangements, the Supplier agrees to be bound by these terms as well as any written pre-existing or supplementary terms.
The terms in this agreement shall apply to all Arrangements which are provided by or on behalf of the Supplier for the Company and/or its clients and/or any other third party designated by the Company at any time or whether or not they are supplied to or used by clients of the Company.
i)“The Supplier” means the supplier of any Arrangements as detailed on the booking confirmation issued by the Supplier to the Company.ii)“the Company” means Chillisauce Limited, a company incorporated and registered in England and Wales with company number 04002664 and whose registered office is at 41a Maltby Street, London, SE1 3PA
2. Appointment and Provision of Arrangements
2.1The Supplier appoints the Company to be either its non-exclusive agent for the retail sale of the Arrangements (‘Agency Sales’) or authorises the Company to sell the Arrangements to consumers of those arrangements as principal to the contract for those Arrangements (‘Principal Sales’).
2.2Supplies of Arrangements situated outside the UK and Ireland or Arrangements amounting to hotel services to be supplied to the Company’s corporate customers shall be made as Agency Sales. All other supplies shall be made as Principal Sales.
2.3The Company accepts its appointment in respect of Agency Sales and agrees to sell the Arrangements and perform the other obligations set out in this Agreement.
2.4The Supplier shall (at its own cost) provide the Arrangements for the period(s) at the rate(s) as agreed in the booking confirmation issued by the Supplier to the Company.
2.5In respect of Agency Sales the contract for the supply of Arrangements will be directly between the Supplier and clients of the Company. The Company acts as an introducing and booking agent only and has no responsibility or liability in the provision of Arrangements to clients of the Company.
2.6The Agent shall use reasonable and proper efforts to promote the Supplier and its products.
3. Deficient Arrangements
3.1The Supplier will immediately notify the Company of any alteration, suspension, deficiency, failure or other change including any building or maintenance work or other activity taking place in relation to or in the environment of any Arrangements which may adversely affect the quality or safety of the Arrangements in question, whether temporary or otherwise (a ‘Deficiency’).
3.2The Supplier undertakes at its own cost to immediately (or within such time as the Company shall agree) either (a) take all reasonable steps to remedy the Deficiency (b) locate at its own cost, suitable alternative Arrangements which are of least equal standard to the Arrangements subject to the Deficiency and which comply with the terms of this Agreement.
3.3In the event of the Supplier being unable or unwilling to comply with this clause (for whatever reason and for whatever time period) the Company may at its option, secure alternative Arrangements to the Arrangements subject to the Deficiency.
3.4In the event of a Deficiency (whether or not immediately remedied), the Supplier shall meet and/or indemnify the Company in respect of the full amount of all damages, expenses, refunds, fines, costs (including legal costs), losses and all other sums of whatever nature which the Company incurs or has to meet as a result of the Deficiency.
4. Compliance with description
The Supplier shall provide the Arrangements in compliance with the descriptions set out in this Agreement and/or otherwise represented by the Supplier or on its behalf. When requested to do so, the Supplier shall approve any description(s) of Arrangements prepared by or on behalf of the Company for any purpose whatsoever. Once approved, the Supplier agrees that all such description(s) and other wording are and shall remain correct.
5. Standard of Arrangements
5.1The Supplier certifies that the Arrangements (as applicable):-
i)shall be provided using all due skill, care and diligence;
ii)will be of a good and clean standard and be in full working order and safe for their use;
iii)comply fully with national, local, trade and other laws, regulations, rules and codes of practice, relating (by way of example and not limited to) planning, licensing, food safety, fire and the general safety and security of those making use of the Arrangements that apply in the country(s) in which the Arrangements are provided;
6. Obligations of the Supplier
6.1The Supplier agrees (where applicable):-
i)that all persons provided or used (directly or indirectly) by the Supplier (including employees, agents, suppliers and sub-contractors) in connection with the provision of the Arrangements will be appropriately qualified, experienced and capable of competently performing the work for which they are provided or used.
ii)to comply with all laws and regulations, including but not limited to the Package Travel, Package Holidays and Package Tours Regulations 1992 and any amendment or re enactment of the same and all other legislation implementing Directive (EU) 2015/2302, the Civil Aviation (Air Travel Organisers’ Licensing) Regulations 2012, the Consumer Protection from Unfair Trading Regulations 2007, the Modern Slavery Act 2015, the Data Protection Act 1998 and any amendment or re enactment of the same and all other legislation implementing (Regulation (EU) 2016/679), the Sale and Supply of Goods and Services Act 1994 and the ABTA Code of Conduct (including any amendments) and/or any code of any trade body of which the Supplier is at any time a member, in the country in which it trades so far as they affect the Supplier’s activities.
iii)no charge or payment will be sought from any of the Company's clients for access to or use of any facility or service unless it has first obtained the Company's prior agreement in writing and the Company's clients will at all times have unrestricted access to and use of all facilities and services offered or provided by or on behalf of the Supplier to other third parties.
iv)it will be responsible for the payment of all taxes, charges, dues, fees and other sums of whatever nature which relate to the provision of the arrangements save where otherwise agreed in writing by the Company.
vi)it currently holds and will maintain at all times all necessary licences, certificates, consents and permissions required by national and/or local law in relation to the provision of the Arrangements which will be produced to the Supplier or its representative on demand.
vii)to permit the Company’s representatives to inspect the Arrangements at any reasonable time on request.
viii)to obtain payment direct from any persons using the Arrangements who are responsible for causing any damage to the Arrangements or any other loss and/or expenses of any nature.
ix)to take all appropriate steps to maintain an accident report log and take statements and photographs of any incident involving clients of the Company that may give rise to a claim or complaint of any kind and to provide the Company with all Health and Safety documents it requests in respect of the Arrangements.
x)to comply with the booking process notified to it by the Company from time to time.
7. Release and Cancellation of Arrangements
7.1The Company shall be entitled to immediately release or cancel any Arrangements or any part of them by notice in writing to the Supplier without incurring any penalty, charge or liability whatsoever providing it does so on or before any release date(s) applicable to the Arrangements in question as agreed between the parties or on the occurrence of any of the events detailed in clause 11.1 or in the event of ‘force majeure’ as defined in clause 13.1
7.2After the said applicable release date(s), the Company shall be entitled to cancel the Arrangements or any part of them by giving the Supplier notice in writing and subject to payment of the cancellation charges as agreed between the parties.
8.1If the Supplier receives a claim or complaint from a client of the Company or becomes aware of circumstances which may lead to such, it shall at its own cost (a) immediately take all responsible steps to resolve such circumstances, claim or complaint; and (b) if it is serious, or if it involves a personal injury, immediately notify the Company in writing by fax/email and provide details of the Supplier’s response to the claim or complaint; and (c) if requested to do so by the Company, keep the Company informed of developments concerning the claim or complaint as they arise. The Supplier has no authority, however, to bind the Company and must ensure it does not do or say anything to prejudice the Company's position in any respect.
8.2If the Company receives a claim or complaint concerning a Client’s booking with the Supplier, the Supplier will, at the Company’s request, promptly and at the Supplier’s own expense, give all assistance requested by the Company including but not limited to, providing documents, providing detailed written statements from relevant employees and/or Company’s and ensuring such employees and/or Company’s remain available to give evidence and if asked to do so, the Supplier must transfer to the Company or the Company’s insurers any rights against whoever is responsible for a claim or complaint.
9.1The Supplier on behalf or itself, its employees, agents and sub-contractors accepts liability and agrees fully to indemnify the Company in respect of all losses, damages, liabilities, expenses and demands of whatever nature (including without limitation any professional fees incurred by the Company and any compensation payments, refunds or credits to any client(s) of the Company) which the Company may suffer or incur directly or indirectly as a result of (a) any breach by the Supplier of any term or condition of this Agreement; and/or (b) the death, injury or illness of any person for whom the Company may be responsible or for which the Company may have any liability and which is caused by or arises out of any wrongful or negligent act or omission of, or any breach of this Agreement by, the Supplier, its employees, agents and sub-contractors (each a ‘Claim’);
9.2This Indemnity shall not cover the Company to the extent that a Claim results from the Company’s own negligence or contributory negligence, wilful misconduct or fraud (including but not limited to negligent and/or fraudulent misrepresentation) of whatever nature.
9.3This indemnity shall survive and remain in full force and effect after the termination (for whatever reason) or expiry of this Agreement.
10. Commissions, rates and payment
10.1In relation to Agency Sales, the Company shall be entitled to a commission. The Commission shall be the difference between the rates agreed between the parties and the sum which the applicable client of the Company agrees to pay. From the sum which the client of the Company pays, the Company shall be entitled to withhold the commission amount and shall only pay the relevant rates identified in the Schedule to the Supplier. The Company shall be entitled to sell the Arrangements at any rate.
10.2The rate(s) agreed between the parties include all taxes, charges, dues, fees and all other sums of whatever nature which relate to the Arrangements and shall apply to all Arrangements provided by the Supplier at any time during the period of this Agreement. Rates may not be increased unless the Supplier gives the Company at least two months’ notice in writing email@example.com
10.3Payment shall be made to the Supplier by the Company subject to the following conditions:
(i)The Supplier has provided the Company with an invoice detailing the correct amount;
(ii)All invoices should be sent firstname.lastname@example.org. Invoices received before 9.30am on Mondays will be processed for payment the next working day, where the event takes place within 14 days following the date that the invoice is received. Invoices received after 9.30am on Mondays will be processed for payment in the following week’s payment run, where the event takes place 14 days or more following the date that the invoice is received. Invoices received following completion of the arrangements in question will be processed for payment the next working day.
(iii)The Company shall be entitled to deduct from the payment any sums claimed by the Company from the Supplier under the terms of this Agreement or any other agreement between the parties or on any other basis whatsoever.
(iv)In the event of any dispute in respect of any payment the Company shall be entitled to withhold the sum in question until the dispute is settled.
10.4Any extra services sold by the Supplier to clients of the Company which are not included in the original booking price, such as food, drink, entertainment, spa or transport will be paid for by the clients of the Company directly to the Supplier and will not be commissionable unless otherwise agreed by the parties.
11.1The Company may terminate this Agreement (or any individual Arrangements) immediately by written notice in the event that:-
i)the Supplier fails to perform or commits any serious breach of this Agreement or fails to remedy to the satisfaction of the Company, within 7 days of receiving a written request to do so, any other breach of this Agreement or; in the Company’s reasonable opinion, there is any repeated or persistent failure by the Supplier to provide service of a sufficiently high standard; or where the Supplier commits any further breach(es) of this Agreement of the same or similar nature to any previous breach(es) of which the Company has previously notified the Supplier; or in the event of the Supplier committing any irremediable breach(es) of this Agreement or any breach(es) which in the reasonable opinion of the Company actually or potentially significantly prejudices the Company’s position in any respect or;
ii)there is a change of ownership of the majority of the Supplier’s shares (where the Supplier is a company) or any change of Partners (where the Supplier is a Partnership) or a significant change (in the Company’s opinion) of management of the Supplier or;
iii)the Supplier suspends or ceases trading or indicates that it intends to cease trading or becomes unable to pay its debts as they fall due; or the Supplier has a receiver or liquidator appointed, or passes an effective resolution for winding up (except for the purpose of amalgamation, reconstruction or reorganisation) or a Court makes an order to that effect or a similar event occurs; or distress or execution is levied against the property of the other party.
11.2Any termination pursuant to clause 11.1 above or otherwise shall be without prejudice to the satisfactory performance of Arrangements in line with this Agreement (at the Company’s option) or any other rights or claims, which the Company may have against the Supplier at the date of termination.
11.3In the event of termination, the Supplier shall immediately return or destroy all of the Company’s confidential information.
11.4On termination of this Agreement for any reason the Company shall as soon as practical thereafter cease (in respect of Agency Sales) to describe itself as agent of the Supplier and the parties shall both cease to use the Intellectual Property of the other.
11.5Termination shall not affect the operation of clauses in this Agreement which are intended to have continuing effect, which shall remain in full force and effect.
11.6Subject as herein provided and to any rights or obligations accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.
12.1The Supplier shall at all times maintain (at his own cost) a comprehensive insurance policy or policies to cover:-
(i)all risks relating to and/or arising out of the performance of this Agreement and/or the Arrangements and/or Services normally covered by insurance including (by way of example and not by way of limitation) destruction or damage of the Arrangements by any cause and all third party risks including cover for death, personal injury and illness (including all legal costs of both the Clients concerned and the Company) of the Clients and the Supplier’s employees, Company’s and representatives arising, directly or indirectly, from any act(s) and/or default(s) of the Supplier and/or any person(s) provided or used (directly or indirectly) by the Supplier (including employees, agents, suppliers and sub-contractors of the Supplier) and/or any use of the Arrangements in a sum which would be appropriate if any and all proceedings in relation to any such claim were brought within the United Kingdom and
(ii)the full amount of all sums which may become payable under clause 9.
12.2The Supplier shall provide a copy of the policy(ies) referred to in clause 12.1 together with the up to date schedule(s) and receipt(s) for the current premium to the Company or its representative on demand and the Supplier shall keep the Company fully informed of all changes and developments which do or may affect the said policy(ies).
13. Force Majeure
13.1The Supplier and the Company shall be excused performance of their respective obligations under this Agreement where they are prevented from doing so by unusual and unforeseeable events beyond the control of the party seeking to rely on them as long as such circumstances last and affect the performance of this Agreement. Such events may include (by way of example and not by way of limitation) war, threat of war, civil strife, natural or nuclear disaster, fire, epidemics, bad weather, terrorist activity, governmental action, acts of God and all other similar events.
13.2The Supplier shall only be entitled to rely upon "force majeure" in any respect if it is prevented by the event relied upon from rendering any contractual performance and it has been unable to make alternative arrangements in accordance with clause 3 hereof. The Company shall be entitled to rely upon "force majeure" when it is prevented or seriously impeded by the event relied upon from confirming or performing bookings at any time or if in the opinion of the Company, the safety, comfort or enjoyment of its clients would be prejudiced.
13.3The Company shall be entitled at any time whilst "force majeure" prevails or continues, in the Company's opinion, to withhold any forward deposit or guarantee payments otherwise due to the Supplier and/or cancel any arrangements or terminate this Agreement with immediate effect without incurring any penalty, charge or liability whatsoever.
14. Data Protection/GDPR
Chillisauce Ltd is committed to protecting the personal data customers and to ensuring its compliance with all relevant legislation. As part of its business, Chillisauce Ltd relies upon a number of third party organisations to assist in providing a high level of service to its customers, in reaching new markets, and in looking after its employees, amongst a wide range of other activities.
The European Union (EU) General Data Protection Regulation (GDPR) places obligations on a controller of personal data (Chillisauce) to ensure the protection of that data when they are processed by a third party/processor.
Personal data supplied by Chillisauce such as but not exclusively customer name, phone number and email address must only be used up to and including the event date.
This data must only be used in the process of organising the event and purely for transactional purposes. We pass on these details with the understanding you will abide to the following:
14.1Each party shall at all times process all data which relate to a living individual (hereafter ‘Data’) fairly and lawfully ensuring the collection of appropriate and legally compliant consents to the processing of such Data. No party shall by any act or omission, put any other party in breach of any applicable data protection legislation and each party shall do and execute, or arrange to be done and executed each act, document and thing necessary or desirable to ensure that it does not put any other party in breach of such.
14.2The Supplier shall only process Data on behalf of the Company, in accordance with and for the purposes set out in this Agreement and instructions received from the Company from time to time and shall hold all Data confidential, only for specified and lawful purposes and for no other reason incompatible with those purposes. Use and storage of Data must be proportionate, accurate and the Supplier may only retain Data for a reasonable period of time and in compliance with the parties’ data protection responsibilities.
14.3The Supplier respects the conditions referred to in paragraphs 2 and 4 of Article 28 of the GDPR for engaging another processor
14.4The Supplier assists the controller (Chillisauce) by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the controller's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR
14.5The Supplier assists the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR
14.6The Supplier ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality
14.7In processing any Data on the Company’s behalf when performing its obligations under this Agreement the Supplier acknowledges and agrees that the Data will be stored using an adequate level of protection in order to carry out any of the services contemplated in this Agreement and it will take appropriate technical and organisational measures against unauthorised or unlawful processing of Data or its accidental loss, destruction or damage.
14.8Where any party exercises any rights in respect of Data processed by the Supplier on behalf of the Company or where the Supplier is required to deal or comply with any assessment, enquiry, notice or investigation by any authority, then the Supplier will cooperate as requested by the Company to enable the Company to comply with all obligations which arise as a result of the exercise of such rights or as a result of such assessment, enquiry, notice or investigation.
14.9At the choice of the controller, the supplier must delete or return all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the personal data
14.10The Supplier shall permit the Company at any time and from time to time upon seven days’ written notice to have escorted access to the appropriate part of the Supplier’s premises, systems, equipment, and other materials and facilities to enable the Company to inspect the same for the purposes of monitoring compliance with this clause. Such inspection shall not relieve the Supplier of any of its obligations under this Agreement.
14.11The Supplier makes available to the controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller
15.1The parties agree that they will not disclose the terms of this Agreement or any other Confidential Information regarding commercial arrangements between them to any other person, party, organisation or entity.
15.2For the purposes of this Agreement, “Confidential Information” means all information which is imparted or obtained under or in connection with this Agreement and/or the Services on, before or after the date of this Agreement in confidence (whether in writing, verbally or by other means and whether directly or indirectly) or is of a confidential nature, relating to the business or prospective business, current or projected plans or internal affairs of either of the Parties, including in particular, but not limited to, the terms of this Agreement, any other commercial, financial or technical information relating to the business of prospective business of either of the Parties;
15.3The obligations of confidentiality under this Agreement do not extend to information that (whether before or after this Agreement is executed):
(i)Is public knowledge (except because of a breach of this Agreement or any other obligation of confidence);
(ii)Is required to be disclosed by law or order of any Court, Tribunal, Authority or Regulatory Body or in connection with the enforcement of this Agreement;
(ii)The disclosure is to a party’s Accountant or Lawyer.
16. Change of ownership or management and transfer of rights
16.1The Supplier shall notify the Company if it intends transferring ownership or management of the Arrangements in whole or part and shall, with the Company's prior consent, in the case of any change of ownership, transfer its obligations under this Agreement to the new owner(s).
16.2The Company reserves the right at any time to transfer or sub-contract any of its rights and/or obligations under this Agreement to any subsidiary or other associated company of the Company or to any authorised third party.
17 Compliance with Anti-Corruption Requirements
Each Party shall:
17.1comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including where applicable the Bribery Act 2010 (“Relevant Requirements”);
17.2not engage in any activity, practice or conduct which would constitute an offence under any such legislation if such activity, practice or conduct had been carried out in the UK;
17.3have and shall maintain in place throughout the term of this Agreement its own policies and procedures to ensure compliance with the Relevant Requirements and clause 19.2, and will enforce them where appropriate;
17.4immediately notify the other party if it appoints a foreign public official as an officer or employee or a foreign public official acquires a direct or indirect interest in such party (and each party warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);
17.5ensure that all persons with whom it is associated or other persons who are performing services on its behalf in connection with this Agreement comply with this clause; and
17.6Each Party shall provide such supporting evidence of compliance with this clause as the other party may reasonably request.
17.7For the purpose of this clause, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with the relevant sections of the Bribery Act 2010 (and any guidance issued under section 9 of that Act). For the purposes of this clause, a person associated with the Supplier includes any subcontractor of the Supplier.
If any provision of this Agreement is held to be invalid or void for any purpose, it shall for that purpose be deemed to be omitted from this Agreement. Such omission shall not affect or prejudice the validity, effectiveness or enforceability of the rest of the provisions of this Agreement.
Any notice given pursuant to any provision of this Agreement must be so given in writing and sent by email or pre-paid first class recorded delivery (or equivalent) post or delivered by hand to the other party's registered or principal office. If sent by email or hand delivered, it shall be deemed served at the moment of delivery. If sent by post, it shall be deemed served 48 hours from the time of posting.
The rights of the Company under this Agreement shall not be prejudiced or restricted by any indulgence or forbearance extended to the Supplier and no waiver of any breach operates as a waiver of any subsequent breach.
The headings in this Agreement are for reference purposes only and do not form part of the Agreement. They shall not affect the interpretation of this Agreement and are not to be deemed to be an indication of the meaning of the clause to which they relate.
No variation of the terms of this Agreement shall be effective unless it is in writing and signed by each of the parties or some duly authorised person on their behalf.
References in this Agreement to persons shall include bodies corporate and unincorporate, associations, firms and partnerships. Words in this Agreement denoting the singular shall include the plural and vice versa, words denoting any gender shall include any other gender and references to clauses, sub-clauses and schedules are, unless otherwise stated, to clauses and sub-clauses of and schedules to this Agreement. References in this Agreement to "all times" shall be construed as references to all times the Arrangements are to be provided by or on behalf of the Supplier.
In the event of any conflict or inconsistency between the provisions of these terms and conditions and those set out in any other written agreement between the parties, the relevant provision(s) of the written agreement will prevail to the extent of the inconsistency only.
25. Intellectual Property
The Company shall be licensed to use the Supplier’s logos, trademarks and names in connection with and for the duration of this Agreement.
26. Governing law and jurisdiction
This Agreement and all matters arising out of it shall be construed and governed according to English law. The parties agree that any dispute(s) they may have will be exclusively dealt with by the Courts of England and Wales except in relation to any proceedings brought against the Company in any other jurisdiction which involve or concern, in whole or part, the Arrangements and in that event the Company shall be entitled to make the Supplier a party to any such proceedings.