Terms and Conditions


All work done for our customers is subject to our standard Terms and Conditions, which are outlined below.

IMPORTANT: This agreement sets out the terms on which The Real Chocolate Fountain Company ("the Company") is prepared to provide services to you ("the Client")

1 Definitions

1.1 Words denoting the masculine gender include the feminine and neuter and vice versa and words denoting the singular include the plural and vice versa.

1.2 The headings in this Agreement are for convenience only and shall not affect interpretation.

 

2 Services

2.1 The Company will deliver the Services and Materials and provide to the Client any other services agreed in writing from time to time between the parties and use its best endeavours to ensure that these are delivered and provided in accordance with the Timetable.

 

3 Fees

3.1 The Client shall pay the Company the due Fee via a Pro Forma or regular invoice - as negotiated and agreed upon by both parties prior to the engagement.

3.2 All due Fees shall be paid on arrival of the Company supplier, via a cheque payment. Said payment to be clearly made out in the requested name that appears on the invoice the Client would have been previously sent. If for some unforeseen reason payment is not produced (as per agreement) supply will cease to commence.

3.3 If the Client cancels this Agreement at any time before the completion of the supply services the Client shall pay (a) any fees that would have been charged by the Company to that date and (b) any payments the Company has made or has contracted to make or liabilities incurred to any third parties in relation to the Site or the Client.

 

4 Confidentiality

4.1 Each party agrees: to keep all information about the other's business ("Confidential Information") strictly confidential, not to use or copy Confidential Information save as agreed in writing with the other party; and to procure that all persons to whom it discloses Confidential Information are bound by the terms of confidentiality at least equivalent to this.

4.2 This clause 4 shall not apply to either party in relation to information that (other than by breach of any duty of confidence) has come into the public domain; is obtained from a third party or was already known to that party before the Agreement; or is required to be disclosed by order of a court of competent jurisdiction.

 

5 Term

5.1 Either party may terminate this Agreement without notice if the other is in breach of a material term or condition and fails to remedy a remediable breach within 30 days of receipt of a written notice to do so specifying the nature of the breach.

5.2 Either party may terminate this Agreement in the event that the other convenes a meeting of its creditors (or if a proposal is made for any composition, scheme or arrangement for the benefit of creditors); becomes unable to pay its debts as and when they fall due determined; commits an act of bankruptcy or if a trustee, receiver or administrative receiver is appointed in respect of all or part of its business or assets; or has a petition presented against it for the purpose of considering a resolution or other steps are taken for the winding up of the other party (other than for the purposes of solvent amalgamation or reconstruction).

5.3 The rights and obligations of the Company and the Client contained in clauses 4 and 5 shall survive any termination of this Agreement. Termination of this Agreement shall be without prejudice to any rights which have accrued to either party prior to termination.

 

6 Limitation of Liability

6.1 Notwithstanding any other provision of this agreement, neither party hereby seeks to limit or exclude any liability which cannot by law be excluded or limited, including without limitation for (i) death or personal injury resulting from negligence, or (ii) fraudulent misrepresentation.

6.2 Subject to Sections 6.1 above and 6.3 below, EACH PARTY'S ENTIRE LIABILITY RESULTING FROM ITS FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED AS follows:

(i) for physical damage to tangible property resulting from negligence, the sum of £1 million pounds in aggregate for all events giving rise to such liability;

(ii) for all loss not within (i) above, 110% of the total fees made or due to the Company under this Agreement in relation to the twelve month period immediately preceding the most recent event giving rise to such liability (or, if greater, £10,000).

6.3 Subject always to Section 7.1 above, IN NO EVENT SHALL EITHER PARTY BE LIABLE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, FOR (i) LOST PROFITS, BUSINESS, OPPORTUNITIES, OR REVENUES OF ANY KIND, (ii) LOST SAVINGS; (iii) LOST SOFTWARE OR DATA; (iv) LOSS OF USE OF HARDWARE, SOFTWARE, SYSTEMS OR DATA; OR (v) ANY INDIRECT OR CONSEQUENTIAL LOSS; HOWSOEVER CAUSED AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

7 Force Majeure

Though every effort will be made to carry out the contract the Company shall be under no liability if it shall be unable to carry out any provision of the Agreement for any reason beyond its control including (without limiting the foregoing) Act of God, war, strike, lockout or any other labour dispute, fire, flood, drought, failure of power supply, legislation, failure of third parties to supply software, design work or other materials or facilities or other cause beyond the control of the Company. During the continuance of such a contingency the Client may by written notice to the Company elect to terminate the Agreement and pay for Services rendered and Materials used, but subject thereto shall otherwise accept delivery when available.

 

8 General

This Agreement is subject to English law and to the exclusive jurisdiction of the English courts.

 

9 Special conditions

No special conditions apply to this set of terms and conditions.

 

10 Indemnification

Client agrees that it shall defend, indemnify, save and hold The Company harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees asserted against The Company, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by customer, its agents, employees or assigns. Client agrees to defend, indemnify and hold harmless The Company against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with The Company' server; (2) any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party.

 

11 Disclaimer

The Company will not be responsible for any damages your business may suffer. The Company makes no warranties of any kind, expressed or implied for services we provide. The Company disclaims any warranty or merchantability or fitness for a particular purpose. The includes loss of data resulting from delays, nondeliveries, wrong delivery, and any and all service interruptions caused by The Company and its employees. The Company reserves the right to revise its policies at any time.