Terms and conditions
1. LOCAL WELCOME STANDARD TERMS AND CONDITIONS
2. DEFINTIONS AND INTERPRETATION
2.1 In these terms and conditions, the following expressions shall have the meaning hereby assigned to them:
"Advisers" has the meaning given to it in Clause 7;
"Application" means the Local Welcome online application or website;
"Business Day" means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
"Charges" means the charges payable by the Customer for the supply of the Services in accordance with Clause 6 below;
"Commencement Date" has the meaning given to it in Clause 3;
"Conditions" means these terms and conditions as amended from time to time in accordance with Clause 10;
"Confidential Information" has the meaning given to it in Clause 7;
"Consideration" means £5 per month, for an initial commitment of 6 months;
"Contract" means the contract between Local Welcome and the Member for the supply of Services in accordance with these Conditions;
"Cooking Equipment" means the necessary equipment provided by Local Welcome in order to facilitate the Local Welcome Event;
"Deliverables" means the following:
a) Cooking Equipment;
b) Food; and
"Event Date" means the date of the Local Welcome Event as agreed between the Parties;
"Food" means the necessary ingredients provided by Local Welcome in order to facilitate the Local Welcome Event;
"Local Welcome" means Local Welcome, an unincorporated charity of Unit A, 82 James Carter Road, Mildenhall Industrial Estate, Suffolk, IP28 7DE;
"Local Welcome Event" means the events which Local Welcome organises as part of the Services under the Contract;
"Member" means the person who purchases Services from Local Welcome, in accordance with these Conditions;
"Member Default" has the meaning given to it in Clause 5.2;
"Order" means the Member's order for Services;
"Parties" means Local Welcome and the Member, each being a "Party";
"Payment" has the meaning given to it in Clause 6;
"Related Parties" has the meaning given in Clause 7;
"Services" means the services supplied by Local Welcome to the Member which may include but are not limited to: (a) the organisation of attendees at the Local Welcome Event; and (b) provision of the Deliverables;
"Terms" means the Terms as set out in this Contract;
"VAT" means value added tax; and
"Venue" means the chosen venue for the Local Welcome Event, which may vary, and which has been assessed by Local Welcome to be capable of hosting a Local Welcome Event safely, securely and comfortably.
2.2 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.
2.3 Any words following the terms including, include, in particular, 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.
2.4 A reference to writing or written includes email.
3. TERMS AND CONDITIONS
3.1 These Conditions govern the arrangement between you (as Member) and Local Welcome in relation to the Services.
3.2 These Conditions should be read in conjunction with the Local Welcome Data PrivacyPolicy.
3.3 The Member agrees and acknowledges that they are bound by the Terms and the obligations contained therein.
4. BASIS OF CONTRACT
4.1 The Order constitutes an offer by the Member to purchase Services in accordance with these Conditions.
4.2 The Order shall only be deemed to be accepted after:
4.2.1 Local Welcome accepts the Order via the Application; and
4.2.2 Payment has been received by Local Welcome in accordance with Clause 6 of these Conditions,
5. At which point and on which date the Contract shall come into existence (the"Commencement Date").
5.1 Any samples, drawings, descriptive matter or advertising issued by Local Welcome, and any descriptions or illustrations contained in the Application or Local Welcome's catalogues or brochures, 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 form.
6. SUPPLY OF SERVICES
6.1 These Conditions apply to the Contract to the exclusion of any other terms that the Member seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
6.2 Local Welcome shall supply the Services to the Member in accordance with the Specification in all material respects.
6.3 Local Welcome shall use all reasonable endeavours to supply the Services on the Event Date.
6.4 Local Welcome reserves the right to amend the Services 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 Local Welcome shall notify the Member in any such event.
7. MEMBER'S OBLIGATIONS
7.1 The Member shall:
7.1.1 ensure that the terms of the Order and any other information provided are complete and accurate;
7.1.2 co-operate with Local Welcome in all matters relating to the Services; and
7.1.3 provide Local Welcome with such information and materials as Local Welcome may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects.
7.2 If Local Welcome's performance of any obligations under the Contract is prevented or delayed by any act or omission by the Member or failure by the Member to perform any relevant obligation ("Member Default"):
7.2.1 without limited or affecting any other right or remedy available to it, Local Welcome shall have the right to suspend performance of the Services until the Member remedies the Member Default, and to rely on the Member Default to relieve it from the performance of any of its obligations in each case to the extent to Member Default prevents or delays Local Welcome's performance of any of its obligations;
7.2.2 Local Welcome shall not be liable for any costs or losses sustained or incurred by the Member arising directly or indirectly from Local Welcome's failure or delay to perform any of its obligations as set out in this Clause; and
7.2.3 The Member shall reimburse Local Welcome on written demand for any costs or losses sustained or incurred by Local Welcome, arising directly or indirectly from the Member Default.
8. CHARGES AND PAYMENTS
8.1 The Charges for the Services shall be calculated as follows:
8.1.1 the Member shall transfer the Consideration for the Services to Local Welcome using the payment method designated by the Member via the Application ("Payment");the Member shall commit to paying the Consideration for a minimum period of 6 months;
8.1.2 all amounts payable by the Member under the Contract are inclusive of amountsin respect of VAT chargeable from time to time; and
8.1.3 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).
9. CONFIDENTIALITY AND PUBLICITY
9.1 Except as permitted by Clause 7.3, below each Party undertakes to the other that (unless the prior written consent of the other Party shall first have been obtained) it shall, and (where relevant) shall procure that its officers, employees, advisers and agents and, in the case of Local Welcome, such third party as it agrees to work with as part of its objectives (its "Related Parties") shall, keep confidential and not disclose to any person whatever, or use or exploit for its or their own purposes, any of the confidential information of the other party. For the purposes of Clauses 7 and 8, "Confidential Information" shall include:
9.1.1 information of whatever nature concerning the finances, assets, liabilities, dealings, transactions, know-how, members, suppliers, processes or affairs of the other party;
9.1.2 any information which is expressly indicated to be confidential or is imparted by one party to the other in circumstances importing an obligation of confidence; and
9.1.3 and which any party may from time to time receive or obtain (in whatever form) as a result of entering into, or performing its obligations pursuant to, this Contract or otherwise.
9.2 The consent referred to in Clause 7.1 shall not be required for disclosure by a party of any Confidential Information:
9.2.1 to its Related Parties to the extent required to enable such party to carry out its obligations under this Clause and who shall be required by such party to observe the same restrictions on the use of the relevant information as are contained in this Clause 1;
9.2.2 to its professional advisers who are bound to such party by a duty of confidence, which applies to any information disclosed (its "Advisers");
9.2.3 to the extent required by applicable law or by the regulations of any stock exchange or regulatory or supervisory authority to which such party is subject or pursuant to any order of court or other competent authority or tribunal;
9.2.4 to the extent that the relevant Confidential Information is in the public domain otherwise than by breach of this Contract by such party;
9.2.5 which is disclosed to such party by a third party who is not in breach of any undertaking or duty as to confidentiality whether express or implied; or
9.2.6 which that party can prove that it lawfully possessed prior to obtaining it from the other.
9.1 Notice under this agreement may be sent by email, phone call or via the Application, subject to confirmation of receipt by the receiving Party.
10. LIMITATION OF LIABILITY
10.1 Local Welcome, its officers, employees, volunteers and agents shall have no liability to you in respect of any actual or expected loss of profits, loss of revenue, loss of goodwill, loss of opportunity, or loss of business, increased costs or expenses, or special, indirect or consequential loss of any type. For the avoidance of doubt, such loss includes both direct and indirect loss.
10.2 The aggregate liability of Local Welcome, its officers, employees, volunteers and agents to the other Party arising out of any act, omission, event or circumstance or series of acts, omissions, events or circumstances relating to this Contract or with respect to the matters contemplated herein shall in no circumstances exceed an amount equivalent to such amount paid to Local Welcome by the other Party pursuant to this Contract (and in the event that no such payment is made or payable, such amount shall be deemed to be zero). No interest payable in connection with this Contract shall be taken into account when determining whether this figure has been reached.
10.3 With the exception of the right of the Local Welcome's officers, employees, volunteers and agents to enforce the terms contained in this Clause, no term of this Contract is enforceable under the Contract (Right of Third Parties) Act 1999 by a person who is not a Party to the Contract. For the avoidance of doubt, the parties to this Contract may by written agreement rescind or vary any term of this Contract without the consent of the Local Welcome's officers, employees, volunteers and agents.
11. ASSIGNMENT AND VARIATION
11.1 Neither Party may assign (whether absolutely or by way of security and whether in whole or in part), transfer, mortgage, charge, declare itself a trustee for a third party of, or otherwise dispose in any manner whatsoever of the benefit of this Contract or sub-contract or delegate its performance under this Contract without the prior written consent of the other(s).
11.2 No variation of this Contract shall be effective unless it is in writing signed by or on behalf of each of the parties to this Contract. The expression "variation" includes any variation, supplement, deletion or replacement, however effected.
10. Nothing in this Contract or in any document referred to in it or any arrangement contemplated by it shall constitute any of the parties a partner of any other nor shall the execution, completion and implementation of this Contract confer on any Party any power to bind or impose any obligations to any third parties on any other Party or to pledge the credit of any other Party.
13. ENTIRE AGREEMENT AND COUNTERPARTS
13.1 If any provision or part of this Contract is void or unenforceable due to any applicable law, it shall be deemed to be deleted and the remaining provisions of this Contract shall continue in full force and effect. If any invalid, unenforceable or illegal provision of this Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum deletion necessary to make it valid, legal and enforceable.
13.2 Each of the parties to this Contract confirms on behalf of itself and its group undertakings that this Contract, represents the entire understanding, and constitutes the whole agreement, in relation to its subject matter and supersedes any previous agreement between the parties with respect thereto and, without prejudice to the generality of the foregoing, excludes any warranty, condition or other undertaking implied at law or by custom, usage or course of dealing.
13.3 This Contract may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument.
11. Without affecting any other right or remedy available to it, Local Welcome may terminate the Contract by giving the Member 3 days' written notice (which, for the avoidance of doubt, includes notice by email and via the Application).The Member may terminate the Contract any point after 6 months of the Commencement Date, by giving 1 days' written notice (which, for the avoidance of doubt, includes notice by email and via the Application).
15. FORCE MAJEURE
12. 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.
16. THIRD PARTY RIGHTS
16.1 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.
16.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
17. GOVERNING LAW AND JURISDICTION
17.1 This Contract and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
17.2 Each Party irrevocably agrees that the Courts of England shall have exclusive jurisdiction in relation to any dispute or claim arising out of or in connection with this Contract or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims). Each Party irrevocably waives any right that it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.