your order

photography & our commitments

Photography

With your permission, I would love to include selected photographs from your event, for the purpose of promoting my services. This would be subject to permission from your event photographer and I would also seek your express consent in relation to each photograph. If you are happy to discuss this after your event, I would be grateful if you could tick the relevant box!

My Commitments & Responsibilities

1. The Planner will deliver to the best of her professional abilities all of the services as outlined within the order form.

2. The Planner will provide advice and recommendations to the Couple in order for them to make decisions in relation to their Wedding.

Your Commitments & Responsibilities

1. The Couple are responsible for paying all suppliers of goods and services directly and in full.

2. The Couple will provide the Planner with clear instructions regarding their requirements, and will notify the Planner of any factors which appear relevant to the planning of the event.

3. The Couple will grant the Planner with authority to deal with suppliers on their behalf.

4. Any hourly rated work shall be billed on the last working day of the month in which the work is done.

5. Payment of hourly rated work is due within twenty eight days of the issue of the bill.

Our Terms of Business

These are our standard terms of business ("Conditions") upon which we will perform the Services for you.

DEFINITIONS AND INTERPRETATION

1.1 In these Conditions the following definitions apply:

"Business Day": means a day other than a Saturday, Sunday or bank or public holiday in England;

"Conditions": means our standard terms and conditions of supply set out in this document;

"Confidential Information": means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

"Contract": means the agreement between we and you for the supply and purchase of Services incorporating these Conditions and the Order;

"Control": has the meaning given to it in section 1124 of the Corporation Tax Act 2010;

"Controller": shall have the meaning given to it in applicable Data Protection Laws from time to time;

"Data Protection Laws": means, as binding on either party or the Services:

(a)               the GDPR;

(b)               the Data Protection Act 2018;

(c)                any laws which implement any such laws; and

(d)               any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

"Deposit": 25% of the Price stated in the Order. 

"Disbursements": additional costs of Suppliers that we may incur on your behalf as part of our performance of the Services. 

"Event": The event that we shall organise as set out in the Order. 

"Event Date": The date of the Event as stated in the Order.

"Force Majeure": means an event or sequence of events beyond a party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving us or our workforce, but excluding your inability to pay or circumstances resulting in your inability to pay;

"GDPR": means the General Data Protection Regulation, Regulation (EU) 2016/679 as it applies to the UK as retained EU Law;

"Intellectual Property Rights": means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future;

(e) to which the relevant party is or may be entitled, and

(f) in whichever part of the world existing;

"International Organisation": shall have the meaning given to it in applicable Data Protection Laws from time to time;

"Order": your order for the Services as set out in the Quote once accepted pursuant to clause 3.3. 

"Our Personnel": means all employees, officers, staff, other workers, agents and consultants of us, our Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; and

"Personal Data": shall have the meaning given to it in applicable Data Protection Laws from time to time;

"Price": has the meaning set out in clause 4.1;

"processing": has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);

"Processor": shall have the meaning given to it in applicable Data Protection Laws from time to time;

"Quote": the quotation or specification provided by us to you for the Event including details of the Price, Event Date, scope of Services and any other relevant information. 

"Services": means the Services set out in the Order and to be performed by us for you as part of our organisation of the Event. 

"Specification": means the description or specification of the Services set out or referred to in the Order;

"Supplier": means a third party engaged by us to supply goods or services for the Event (for example venues, photographers, caters etc.).

"VAT": means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.

"We", "us, "our" and similar terms: means Kate Bader trading as Florence and Vera, 78 Church Road, Sale, Cheshire M33 5QG.

"You, "your" and similar terms: mean the person who whose details are set out in the Order;

1.2 In these Conditions, unless the context requires otherwise:

1.2.1 any clause or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.2 a reference to a 'person' includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns;

1.2.3 a reference to a gender includes each other gender;

1.2.4 words in the singular include the plural and vice versa;

1.2.5 any words that follow 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.6 a reference to 'writing' or 'written' includes any method of reproducing words in a legible and non-transitory form (including email).

APPLICATION OF THESE CONDITIONS

2.1 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. 

2.2 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on our behalf which is not set out in the Contract. 

ACCEPTANCE OF AN ORDER

3.1 The Quote shall not constitute an offer by us capable of acceptance by you.  The Quote shall only be valid for a period of 20 Business Days from its date of issue.

3.2 You are responsible for ensuring that the terms of the Quote and any items set out therein are complete and accurate and for notifying us of any inaccuracies or omissions.

3.3 The Quote shall only be deemed to be an accepted Order when we issue a written acceptance (which, for the purpose of this clause may include by email or a confirmation display on our website), at which point the Quote shall become an Order and the Contract shall come into existence.

PRICE

4.1 The price for the Services shall be as set out in the Order ("Price"). 

4.2 The Price is (unless otherwise stated) exclusive of any Disbursements and VAT (or equivalent sales tax).

4.3 You shall pay any applicable VAT to us on receipt of a valid VAT invoice.

PAYMENT

5.1 The Deposit shall be paid within 14 days of the Contract coming into existence under clause 3.3.

5.2 We are not obliged to perform the Services unless and until the Deposit has been received and if the Deposit is not paid within 14 days of the date of the Order then the Contract may be terminated by us without any liability to you.

5.3 We shall provide an invoice to you for the remaining balance of the quoted Price and payment of the balance must be made not less than four weeks before the date of the Event or within 7 days of notifying us that the Event has been cancelled (as the case may be). 

5.4  Time of payment is of the essence. If you fail to make payment in accordance with this Contract we shall be entitled, in addition to any unpaid amount that should properly have been paid, to simple interest on that amount (accruing on a daily basis from the final date for payment until the date of actual payment, whether before or after judgment). Such interest shall be calculated at a rate of 8% per year above the Bank of England base rate which is current at the date the payment became overdue. It is agreed that the provisions of this clause constitute a substantial remedy for the purposes of section 9(1) of the Late Payment of Commercial Debts (Interest) Act 1998.

CANCELLATION

6.1 If the Contract has been formed by way of email or other electronic correspondence (but only in those circumstances), then you may cancel the Contract by giving us notice within 14 days of the date of the Contract coming into existence.  

6.2 If you cancel the Contract in the circumstances set out in clause 6.1 you shall have no liability to us in respect of the Services unless you have expressly requested that we commence providing the Services during that period.  If we commence providing the Services during that period at your request and you then cancel the Contract, you shall have to pay for the Services that have been provided.

6.3 The right to cancel set out in clause 6.1 shall expire 14 days after the date that the Contract comes into existence pursuant to clause 3.3.  To exercise the right to cancel you must inform us of your decision to cancel this Contract by clear statement (e.g. by letter or email).  If you cancel the Contract we will reimburse you for all payments received from you within 14 days of us receiving your cancellation notice (save for any deductions that we are entitled to make pursuant to clause 6.1 and any disbursements that are to refunded to us).

6.4 You may also cancel the Contract at any time after the period referred to in clause 6.1 but if you do so you accept and acknowledge that we will have spent time and incurred costs in performing the Contract up to the time that we are notified of the cancellation and we shall (notwithstanding the cancellation) be entitled to be paid part of the Price in accordance with the table below:

Time before event that we receive notice of cancellation (% Price to be paid)

Two months or more before Event Date – 25% (the Deposit)

One month or more before Event Date – 50% 

Two weeks or more before Event Date – 80%

Less than two weeks before Event Date – 100%

6.5 The payments in clause 6.4 represents a genuine pre-estimate of our loss and do not impose a detriment on you which is disproportionate to our legitimate interests in the enforcement of the Services and are without prejudice to your obligation to fulfil your obligations under this Agreement.

THIRD PARTY SUPPLIERS

7.1 We may, from time to time, put forward the details of third party suppliers of goods or services (e.g. florists, caterers etc.) for the Event but this shall not constitute a recommendation or endorsement of those suppliers and you must satisfy yourself of their suitability to supply the  Event.

7.2 You must separately engage with any third party suppliers.  Whilst we shall use our reasonable endeavours to liaise with and co-ordinate with third party suppliers we will not contract directly with them.  As such you are solely responsible for payments to them and your rights to cancel your contracts with them may be different to those set out above if the Event is cancelled.

PERFORMANCE

8.1 Time for performance of the Services is not of the essence save for any Services required to be performed on the Event Date. We shall use our reasonable endeavours to meet estimated dates for performance, but any such dates are approximate only.

8.2 We shall not be liable for any delay in or failure of performance caused by:

8.2.1 your failure to provide us with adequate instructions for performance or otherwise relating to the Services;

8.2.2 Force Majeure;

8.2.3 any acts or omissions of any contractors.

WARRANTY

9.1 You warrant that you have provided us with all relevant, full and accurate information as to your needs and requirements for the Event and/or will (in respect of any information not known at the date of the Order) you will provide us with such information as soon as reasonably practicable.

9.2 All warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

INDEMNITY AND INSURANCE

We will obtain insurance of such nature and amount as a prudent events planner would obtain. 

LIMITATION OF LIABILITY

11.1 Subject to clause 11.4, our total liability shall not exceed the lower of the following: 

11.1.1 the Price;

11.1.2 any amount that has been paid to we by you for the provision of the Services. 

11.2 Subject to clause 11.4, we shall not be liable for consequential, indirect or special losses.

11.3 Subject to clause 11.4, we shall not be liable for any loss of profit, loss or corruption of data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated) or harm to reputation or loss of goodwill.

11.4 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

11.4.1 death or personal injury caused by negligence;

11.4.2 fraud or fraudulent misrepresentation; or

11.4.3 any other losses which cannot be excluded or limited by applicable law.

INTELLECTUAL PROPERTY

12.1 You shall indemnify us from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by us as a result of any action, demand or claim that you have in respect of the Event, or we have in complying with your instructions in performing the Services, infringed the Intellectual Property Rights of any third party including photographers, venues, and other Suppliers.

PROCESSING OF PERSONAL DATA

We shall process Personal Data in compliance with the obligations placed on us under Data Protection Laws and in accordance with our privacy policy available on our website.

FORCE MAJEURE

14.1 Neither party shall be liable for any failure or delay in performance of this agreement which is caused by any event beyond the reasonable control of a party.

14.2 Neither party shall have any liability under or be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from any event beyond the reasonable control of that party. The party affected by such an event shall promptly notify the other party in writing when such an event causes a delay or failure in performance and when it ceases to do so. If such an event continues for a continuous period of more than four weeks, either party may terminate this agreement by written notice to the other party.

TERMINATION

15.1 We may terminate the Contract at any time by giving notice in writing to you if:

15.1.1 you commit a material breach of Contract;

15.1.2 you fail to pay any amount due under the Contract on the due date and such amount remains unpaid within 7 days after we have given notification that the payment is overdue.

15.2 We may terminate the Contract at any time by giving notice in writing to you if you (being a business):

15.2.1  stop carrying on all or a significant part of your business, or indicate in any way that you intend to do so;

15.2.2  are unable to pay your debts either within the meaning of section 123 of the Insolvency Act 1986 or if we reasonably believe that to be the case; 

15.2.3 become the subject of a company voluntary arrangement under the Insolvency Act 1986;

15.2.4 have a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

15.2.5  have a resolution passed for your winding up;

15.2.6 have a petition presented to any court for your winding up or an application is made for an administration order, or any winding-up or administration order is made against you;

15.2.7 are subject to any procedure for the taking control of your goods that is not withdrawn or discharged within 14 days of that procedure being commenced;

15.2.8 have a freezing order made against you;

15.2.9 are subject to any recovery or attempted recovery of items supplied to you by a supplier retaining title to those items;

15.2.10 are subject to any events or circumstances analogous to those in clauses 15.2.1 to 15.2.9 in any jurisdiction;

15.2.11 takes any steps in anticipation of, or have no realistic prospect of avoiding, any of the events or procedures described in clauses 15.2.1 to 15.2.10 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

15.3 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of us at any time up to the date of termination.

GENERAL

16.1 Assignment and other dealings.

16.1.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract.

16.1.2 You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without our prior written consent.

16.2 Notices.

16.2.1 Any notice or other communication given to you under or in connection with the Contract shall be in writing, addressed to you at the address specified in the Order and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or pre-paid airmail.

16.2.2 Any notice or other communication given to us under or in connection with the Contract shall be in writing and addressed to us at 78 Church Road, Sale, Cheshire M33 5QG and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or pre-paid airmail.

16.2.3 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this clause 16.2; if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by pre-paid airmail, at 9:00 am local time on the fifth Business Day after posting.

16.2.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.3 Severance.

16.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

16.4 Waiver.

16.4.1 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.5 Third party rights.

16.5.1 A person who is not a party to the Contract shall not have any rights to enforce its terms.

16.6 Variation.

16.6.1 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by us.

16.7 Governing law and jurisdiction. 

16.7.1 The 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 the law of England and Wales.

16.7.2  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 Contract or its subject matter or formation (including non-contractual disputes or claims).