TERMS & CONDITIONS

The Customer’s attention is particularly drawn to the provisions of clause 8.
1. INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5
Commencement Date: has the meaning set out in clause 2.2
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.8
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
You/Your: the person or firm who purchases Services from the Supplier.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Services: the services, supplied by us to you as set out in the Suppliers quotation
We/Us/Our: Complete Retreats of Paris, France.
1.2 Construction. In these Conditions, the following rules apply:
a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
b) a reference to a party includes its personal representatives, successors or permitted assigns;
c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
e) a reference to writing or written includes faxes and e-mails
2 BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Services from us in accordance with these Conditions.
2.2 The Order shall only be accepted when we issue written acceptance of the Order at which point the Contract shall become binding and enforceable (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract. Any descriptive matter or advertising issued by us, and any descriptions or illustrations contained on our Website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall be super ceded by and not form part of the Contract or any other contract between you and us for the supply of the Services.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing (save as required by law).
2.5 Any quotation given by us shall not constitute an offer, and is only valid for 20 Business Days from its date of issue.
3. SUPPLY OF SERVICES
3.1 We shall supply the Services to you in accordance with the Specification in all material respects.
3.2 We shall use all reasonable endeavours to meet any performance dates specified by you, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services by us.
3.3 We shall have the right to make any changes to the Services which are reasonable, expedient or necessary to comply with any applicable law or safety requirement or recommendations, or which do not materially affect the nature or quality of the Services. We shall notify you of such changes as soon as reasonably practicable.
3.4 We warrant to you that the Services will be provided using reasonable care and skill.
3.5 We reserve the right to decline to provide services it deems to be unlawful or immoral, contrary to the requirements of its insurers or other third parties with whom we have contracted in order to supply the Services.
4. CUSTOMER’S OBLIGATIONS
4.1 You Shall:
a) Ensure that the terms of the Order and any information it provides to us are complete and accurate;
b) Co-operate with the us in all matters relating to the Services;
c) Provide us with such information as we may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
d) Acknowledge that we have or will enter into such contracts and legally binding arrangements with third parties as the we require in order to provide the services, and you will abide by the terms of any such arrangements.
4.2 You understand and agree that in the provision of the Services that we will make reservations with third parties and that all Contractual obligations are between you and the third party except that all Contractual obligations made between you and the third party are your sole responsibility and the you will fully indemnify us in respect of any claims, costs or losses due or incurred by us in respect of your failure to perform and observe any third party agreement.
4.3 We will not use your credit/debit card or credit facilities and instructions unless you provide us with written authorisation and instructions to use your credit/debit card or credit facilities.
4.4 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default):
a) We shall without limiting its other rights or remedies have the right to suspend performance of some or all of the Services until the you remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays our performance of any of its obligations;
b) We shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from our failure or delay to perform any of its obligations as set out in this clause 4.4; and
c) You shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.
5. CHARGES & PAYMENT
5.1 The Charges for the Services to be supplied to you in accordance with our Quotation and must be paid in full before any of the services are supplied:
5.2 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by us to you, the Customer shall, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.3 Without limiting any other right or remedy of the Supplier, if you fail to make any payment due to us under the Contract by the due date for payment (Due Date), We shall have the right to charge interest on the overdue amount at the rate of 5 per cent per annum above the then current HSBC Bank Plc’s base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
5.4 You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by us to you.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 We shall own all Intellectual Property Rights in or arising out of or in connection with the Services.
6.2 You acknowledge that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on us obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to you. We will use all reasonable endeavours to obtain and keep in force such licences but if they shall or cease or terminate for any reason beyond our control you should have no claim against us.
7. CONFIDENTIALITY
7.1 A party (Receiving Party) shall keep in strict confidence all information of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its services, which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such people, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 7 shall survive termination of the Contract.
7.2 We do not store credit card details nor do we share customer details with any third parties
8. LIMITATION OF LIABILITY:
8.1 Nothing in these Conditions shall limit or exclude our liability for:
a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
b) Fraud or fraudulent misrepresentation; or
c) Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 Subject to Clause 8.1
a} We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract including any losses that may result from our deliberate personal repudiators breach of the Contract and
b) Our total liability to the you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, [including losses caused by our deliberate personal repudiators breach deliberate breach of the Contract by us, its employees, agents or shall not exceed the value of the contract.
8.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.4 This clause 8 shall survive termination of the Contract as shall any other disclaimer or any other limitation or exclusion of our liability.
9. TERMINATION
9.1 Without limiting its other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment.
9.2 Without limiting its other rights or remedies, we shall have the right to suspend provision of the Services under the Contract or any other contract between you and us if you fail to pay any amount due under this Contract on the due date for payment.
10. CONSEQUENCES OF TERMINATION
a) You shall immediately pay us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice which shall be payable by you immediately on receipt;
b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
11. GENERAL
11.1 Force Majeure:
a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
b) We shall not be liable to you as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
c) If the Force Majeure Event prevents us from providing any of the Services for more than 4 weeks, we shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the you.
11.2 Assignment and subcontracting:
a) We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
b) You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
11.3 Notices:
a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
c) This clause 11.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of that clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
11.4 Waiver:
a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude other rights provided by law.
11.5 Severance:
a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11.6 No Partnership:
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
11.7 Third parties: A person who is not a party or entitled to become a party to the Contract shall not have any rights under or in connection with it.
11.8 Variation: Any variation, including the introduction of any additional terms and conditions to the Contract, shall only be binding when agreed in writing and signed by the Supplier.
11.9 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.