Terms & Conditions

TERMS AND CONDITIONS FOR THE RENTAL OF EQUIPMENT BY BAR-SERVICE TO THE CUSTOMER

1. DEFINITIONS AND INTERPRETATION
1. 1.1 Definitions:
  1. (a) Bar-Service means Bar-Service UK Limited (company number 04558714) and any of its trading names and styles.
  2. (b) Business Day means a day (other than a Saturday, Sunday or bank or public holiday in England) when banks in London are open for business.
  3. (c) Conditions means the terms and conditions set out in this document.
  4. (d) Customer means the person, firm or company who hires the Equipment from Bar-Service, details of which are set out in the Rental Particulars.
  5. (e) Customer Site means the Customer’s address as stipulated in the Rental Particulars (or such other Customer premises as may be agreed in writing by Bar-Service).
  6. (f) Delivery Date means the date on which Bar-Service delivers, or arranges for the delivery of, the Equipment.
  7. (g) Equipment means the equipment, machine or apparatus described in the Rental Particulars which is owned by Bar-Service and which Bar-Service agrees to hire to the Customer under the Rental Contract (including any substitutions or replacements procured by Bar-Service).
  8. (h) Rental Contract means the contract between Bar-Service and the Customer for the rental of Equipment, which is made up of the Rental Particulars and these Conditions.
  9. (i) Rental Particulars means the written document to which these Conditions are appended, which has been signed by Bar-Service and the Customer and which stipulates, inter alia, details of the Customer and the Rental Payments.
  10. (j) Rental Payment(s) means the monthly payment(s) to be made by or on behalf of the Customer to Bar-Service for the hire of the Equipment, as set out in the Rental Particulars.
  11. (k) Rental Period means the period of hire as set out in clause 3.1.
  12. (l) VAT means value added tax or any equivalent tax chargeable in the UK or elsewhere.
2. 1.2 Interpretation:
  1. (a) 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.
  2. (b) A reference to writing or written includes email but not fax.
  3. (c) References to clauses are to the clauses of these Conditions.
  4. (d) If there is any conflict or inconsistency between any of the provisions in the main body of these Conditions and the provisions of the Rental Particulars, the provisions in the main body of these Conditions shall prevail to the extent necessary to resolve the conflict or inconsistency.
2. RENTAL OF EQUIPMENT
1. 2.1 Bar-Service shall hire the Equipment to the Customer for use at the Customer Site, on and subject to the terms of the Rental Contract.
2. 2.2 Bar-Service shall not, other than in the exercise of its rights under the Rental Contract or applicable laws or regulations, interfere with the Customer’s quiet possession of the Equipment.
3. 2.3 Bar-Service makes no representations and gives no warranties, assurances and/or guarantees as to the quality, condition, state, description, capability or functionality of the Equipment, or their fitness or suitability for any purpose. Bar-Service shall have no liability to the Customer in this regard. Bar-Service shall be responsible for maintaining the Equipment during the Rental Period in accordance with clause 7.1(b).
4. 2.4 Any drawings, descriptive matter, or advertising produced by Bar-Service and any descriptions or illustrations contained in Bar-Service’s catalogues or brochures, or displayed on its website, are produced for the sole purpose of giving an approximate idea of the Equipment described in them. They shall not form part of the Rental Contract or have any contractual force.
3. RENTAL PERIOD
1. 3.1 The Rental Period starts on the Delivery Date (as determined by Bar-Service) and shall continue, unless terminated earlier in accordance with clause 10, until terminated by either party by giving to the other party not less than five (5) Business Days’ prior written notice.
4. RENTAL PAYMENTS
1. 4.1 The Customer shall pay the Rental Payment(s) to Bar-Service calendar monthly in advance.
2. 4.2 The first Rental Payment (referred to in the Rental Particulars as the “Initial Payment”) shall be due and shall be paid by the Customer to Bar-Service prior to the scheduled Delivery Date. Each subsequent Rental Payment shall be paid by the Customer on the first Business Day of the given calendar month.
3. 4.3 All Rental Payments shall be paid in Pound Sterling (£) and shall be made by standing order in cleared funds to the bank account nominated in writing by Bar-Service. The Customer agrees to do all that is necessary in order to ensure that the standing order mechanism is set up and operative.
4. 4.4 The Rental Payments are exclusive of VAT which shall be paid by the Customer at the rate and in the manner from time to time prescribed by law.
5. 4.5 All amounts due under the Rental 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).
6. 4.6 If the Customer fails to make any payment due to Bar-Service under the Rental Contract by the due date for payment, then, without prejudice to any other rights or remedies available to it, Bar-Service has the right to charge to the Customer on a full indemnity basis any costs and expenses incurred or paid in connection with recovering any money due under the Rental Contract including Bar-Service’s reasonable administrative costs and expenses and any costs incurred with lawyers and/or debt collection agencies.
5. ADDITIONAL CHARGES
1. 5.1 In addition to the Rental Payment(s), Bar-Service has the right to apply additional charges in the following circumstances:
  1. (a) for loss of or damage to the Equipment as a result of the Customer’s (or any of its personnel’s) negligence, default, misuse, mishandling, unauthorised alteration or manipulation or otherwise as a result of any failure by the Customer to comply with these Conditions;
  2. (b) for any repair or replacement costs incurred or paid by Bar-Service in relation to the Equipment which arise as a result of or in connection with the Customer’s (or any of its personnel’s) acts and/or omissions (including any misuse or mishandling of the Equipment); or
  3. (c) upon the occurrence of any of the events contemplated by clause 6.2.
2. 5.2 Bar-Service shall invoice the Customer separately for any additional charges contemplated by clause 5.1 and the Customer shall pay to Bar-Service any such additional charges (plus VAT, where applicable) within five (5) Business Days of the invoice date.
6. DELIVERY, TITLE AND RISK
1. 6.1 Delivery of the Equipment shall be made by Bar-Service. Bar-Service shall endeavour to deliver the Equipment to the Customer Site by the agreed date for delivery (as notified by Bar-Service to the Customer), but the time of delivery shall not be of the essence. It is expressly agreed that Bar-Service shall not be liable to the Customer for any delay in delivery of the Equipment.
2. 6.2 Any costs and expenses reasonably incurred by Bar-Service by reason of the Customer failing to accept delivery of the Equipment on the scheduled delivery date; any delays at the Customer Site or wasted journeys to deliver or recover the Equipment, will be fully reimbursed by the Customer to Bar-Service in accordance with clause 5.1.
3. 6.3 The Equipment shall at all times remain the property of Bar-Service, and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of the Rental Contract). Title in any substitutions, replacements, renewals made in or to the Equipment shall vest in Bar-Service.
4. 6.4 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on delivery of the Equipment to the Customer on the Delivery Date. The Equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Customer until such time as Bar-Service retakes possession of the Equipment.
7. BAR-SERVICE ADDITIONAL RESPONSIBILITIES
1. 7.1 In addition to the rental of Equipment in accordance with clause 2.1 and in consideration for the payment by the Customer of the Rental Payments and any other charges contemplated by these Conditions, Bar-Service shall during the Rental Period:
  1. (a) be responsible for the transportation and delivery of the Equipment in accordance with clause 6.1 and for the installation and commissioning of the Equipment; and
  2. (b) maintain the Equipment in satisfactory condition and repair in order to keep the Equipment in as good an operating condition as it was on the Delivery Date (fair wear and tear excepted), including the replacement of worn and damaged parts.
8. CUSTOMER OBLIGATIONS AND RESPONSIBILITIES
1. 8.1 The Customer shall:
  1. (a) provide all requisite materials, facilities, access and suitable and safe working conditions to enable delivery, installation and commissioning of the Equipment by Bar-Service;
  2. (b) ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a safe and proper manner by trained competent staff in accordance with any operating instructions provided by Bar-Service;
  3. (c) keep the Equipment at all times at the Customer Site and shall not move or attempt to move any part of the Equipment to any other location without Bar-Service’s prior written consent;
  4. (d) permit Bar-Service or its duly authorised representatives to inspect the Equipment at all reasonable times and for such purpose to enter on the Customer Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;
  5. (e) ensure that at all times the Equipment remains identifiable as being Bar-Service’s property;
  6. (f) give immediate written notice to Bar-Service in the event of any loss, accident, defect or damage to (or material matter affecting) the Equipment arising out of or in connection with the Customer’s possession or use of the Equipment;
  7. (g) make available the Equipment at the Customer Site at the end of the Rental Period and allow Bar-Service or its representatives access to the Customer Site or any premises where the Equipment is located for the purpose of removing the Equipment.
2. 8.2 The Customer shall not:
  1. (a) perform, or allow any person to perform, any work in or upon or make modifications, changes, alterations or repairs to the Equipment other than basic routine daily maintenance;
  2. (b) without the prior written consent of Bar-Service, part with control of, sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
  3. (c) do or permit to be done any act or thing which will or may jeopardise the right, title or interest of Bar-Service in the Equipment;
  4. (d) use the Equipment for any unlawful purpose;
  5. (e) do or permit to be done anything which could invalidate the insurances obtained and maintained by Bar-Service in respect of the Equipment.
9. LIABILITY AND EQUIPMENT BREAKDOWN
1. 9.1 In the event that the Equipment experiences a breakdown due to any defect in materials or workmanship directly attributable to Bar-Service, Bar-Service’s liability shall be limited to the cost of repair, including parts and labour, to return the Equipment to full working order.
2. 9.2 Nothing in the Rental Contract shall limit or exclude either party’s liability for:
  1. (a) death or personal injury caused by that party’s negligence, or the negligence of its employees, agents, consultants or sub-contractors (as applicable);
  2. (b) fraud or fraudulent misrepresentation; or
  3. (c) any matter in respect of which it would be unlawful for that party to exclude or restrict liability.
3. 9.3 Subject to clause 9.2, Bar-Service’s maximum aggregate liability to the Customer under the Rental Contract:
  1. (a) for any breakdown of the Equipment, shall in no circumstances exceed the cost of fulfilling Bar-Service’s obligation under clause 9.1; and
  2. (b) for all other matters, shall not exceed a sum equal to the total Rental Payments paid by the Customer to Bar-Service under the Rental Contract.
4. 9.4 Subject to clause 9.2, Bar-Service shall not be liable under the Rental Contract for any:
  1. (a) loss of profits, revenues or other economic loss;
  2. (b) loss of sales or business;
  3. (c) loss of agreements or contracts;
  4. (d) loss of anticipated savings or wasted expenditure;
  5. (e) loss of use or corruption of software, data or information;
  6. (f) loss of or damage to goodwill; and
  7. (g) indirect or consequential loss, in each case, however caused, even if foreseeable.
5. 9.5 Subject to clause 9.2, all implied terms and conditions as to the quality or performance of the Equipment and any other goods or services provided under the Rental Contract are, to the fullest extent permitted by law, excluded from the Rental Contract.
10. TERMINATION
1. 10.1 Without limiting its other rights or remedies, Bar-Service may terminate the Rental Contract with immediate effect by giving written notice to the Customer if:
  1. (a) the Customer fails to pay any amount due under the Rental Contract on the due date for payment and remains in default not less than three (3) days after being notified to make such payment;
  2. (b) the Customer commits a material breach of any term of the Rental Contract which is irremediable or (if such a breach is remediable) fails to remedy that breach within a reasonable period of the Customer being notified in writing to do so, or commits any persistent breach of the Rental Contract;
  3. (c) the Customer becomes subject to a relevant insolvency event or procedure; or
  4. (d) there is a material change in the ownership, management or control of the Customer.
2. 10.2 On termination of the Rental Contract, howsoever caused:
  1. (a) Bar-Service’s consent to the Customer’s possession and use of the Equipment shall automatically terminate and Bar-Service may, by its authorised representatives, without notice, retake possession of the Equipment and for this purpose may enter the Customer Site or any premises at which the Equipment is located;
  2. (b) the Customer shall pay to Bar-Service on demand all Rental Payments and other sums (including any additional charges pursuant to clause 5) due but which are unpaid at the date of such demand together with any accrued interest; and
  3. (c) in so far as the Customer does not allow Bar-Service to collect the Equipment in accordance with sub-clause 10.2(a), Bar-Service shall be entitled to charge for the Equipment at Bar-Service’s then current rates and in addition the Customer shall fully reimburse Bar-Service (calculated on a full indemnity basis) for any and all costs, charges and expenses (including legal costs) suffered or incurred or paid by Bar-Service in connection with the recovery of said Equipment, and the Customer shall pay any sums due to Bar-Service under this sub-clause 10.2(c) immediately on demand.
3. 10.3 Termination or expiry of the Rental Contract shall not affect any of the parties' rights, remedies, obligations or liabilities that have accrued as at termination.
11. GENERAL
1. (a) The Rental Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Rental Contract.
2. (b) These Conditions apply to the Rental Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. (c) Bar-Service may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Rental Contract.
4. (d) The Customer 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 Rental Contract without the prior written consent of Bar-Service.
5. (e) No variation of the Rental Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by a director of Bar-Service.
6. (f) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
7. (g) If any provision or part-provision of the Rental 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 Rental Contract.
8. (h) Any notice given to a party under or in connection with the Rental Contract shall be in writing and shall be delivered by hand or sent by email (to such address or email address (as the case may be) last notified to the sending party by the receiving party) and shall be deemed received at the time the notice is left at the proper address (in the case of delivery by hand) and at the time of transmission (in the case of delivery by email).
9. (i) No one other than a party to the Rental Contract and their permitted assignees shall have any right to enforce any of its terms.
10. (j) The Rental Contract may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
11. (k) The Rental 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 English courts.

Last updated August 2025

BAR-SERVICE TERMS AND CONDITIONS OF SALE, SERVICE AND SUPPLY

THE CUSTOMER’S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 15 (LIMITATION OF LIABILITY).

1. DEFINITIONS AND INTERPRETATION
1. 1.1 Definitions:
  1. (a) Bar-Service means Bar-Service UK Limited (company number 04558714) and any of its trading names and styles.
  2. (b) Business Day means a day (other than a Saturday, Sunday or bank or public holiday in England) when banks in London are open for business.
  3. (c) Business Hours means between 09:00am and 5:00pm GMT on any Business Day.
  4. (d) Conditions means the terms and conditions set out in this document as amended from time to time in accordance with clause 17.4.
  5. (e) Contract means the contract between Bar-Service and the Customer for the supply of Goods or Services or Goods and Services in accordance with these Conditions, which shall come into force following the acceptance of an Order by Bar-Service in accordance with clause 3.2.
  6. (f) Customer means the person, firm or company who purchases the Goods or Services or Goods and Services from Bar-Service.
  7. (g) Delivery Location means the location set out in the Quotation or, where no such location is so stipulated, the location agreed in writing by Bar-Service.
  8. (h) Force Majeure Event means an event, circumstance, accident or cause beyond Bar-Service’s reasonable control including without limitation acts of God, flood, storm, drought, earthquake or other natural disaster; disease, virus, epidemic or pandemic (including without limitation Covid-19 and any potential mutation or variant of it and any subsequent similar outbreak and/or direct government response to it); terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; strikes, lock-outs or other industrial disputes; failure of energy sources or transport network; adverse weather conditions; breakdown of plant or machinery; shortage of components or raw materials or non-performance or default by suppliers or subcontractors.
  9. (i) Goods means the items of bar equipment (including glasswashers, dishwashers, icemakers, fridge/freezers and/or bottle coolers), or any part of them or components relating thereto or other products supplied by Bar-Service, as set out in the Quotation and confirmed by Bar-Service.
  10. (j) Goods Specification means any description or specification of the Goods provided by Bar-Service to the Customer, in writing, from time to time.
  11. (k) Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights to use, and protect the confidentiality of, confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  12. (l) Order means the Customer’s written order for the supply of Goods or Services or Goods and Services, as set out in the Customer’s standard purchase order or the Customer’s written acceptance of the Quotation (but excluding in all cases any terms and conditions which the Customer may purport to apply in any such purchase order or otherwise).
  13. (m) Price means the price payable by the Customer for the agreed Goods and/or Services (as applicable) as set out in the applicable Quotation or, where no price is detailed in the applicable Quotation, the price for the Goods and/or charges or rates for the Services communicated by Bar-Service as being in force as at the date of delivery or supply (as applicable) (subject in either case to adjustment in accordance with these Conditions).
  14. (n) Quotation means the written quotation for Goods and/or Services produced by Bar-Service and issued to the Customer (as may be updated or replaced from time to time by Bar-Service).
  15. (o) Services means the installation, commissioning, maintenance, repair services and/or any other services provided by Bar-Service as detailed in any Quotation and confirmed by Bar-Service.
  16. (p) Services Specification means the written document produced by Bar-Service and issued to the Customer setting out the Services to be provided by Bar-Service.
  17. (q) Warranty Period shall have the meaning set out in clause 6.2.
2. 1.2 Interpretation:
  1. (a) A reference to a statute or statutory provision is a reference to such statute or 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.
  2. (b) 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.
  3. (c) A reference to writing or written includes email (save as otherwise set out in these Conditions) but not fax.
  4. (d) References to clauses are to the clauses of these Conditions.
2. BASIS OF CONTRACT
1. 2.1 These Conditions (and any additional terms contained in the Quotation) apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. In so far as there is any conflict, ambiguity or inconsistency between the express terms of these Conditions and the Quotation, the Quotation shall prevail.
2. 2.2 In relation to the supply of Goods and/or provision of Services, any samples, drawings, descriptive matter, illustrations, marketing or other promotional or advertising material issued by Bar-Service or otherwise contained in Bar-Service’s catalogues or brochures or displayed on Bar-Service’s website are issued, produced or displayed for the sole purpose of giving an approximate idea of the Goods and Services referred to in them. They shall not form part of the Contract nor have any contractual force.
3. 2.3 Any Quotation given by Bar-Service shall not constitute an offer which is capable of acceptance by the Customer and may be withdrawn by Bar-Service without liability at any time. Any Quotation not withdrawn earlier by Bar-Service shall automatically lapse twenty (20) Business Days after the date of issue. In the event that any Quotation is found to contain an error or omission then Bar-Service reserves the right to amend the same without any liability.
4. 2.4 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is expressly specified.
3. ORDERS
1. 3.1 The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete, correct and accurate.
2. 3.2 Bar-Service may accept or reject an Order at its discretion. The Order shall only be deemed to be accepted by Bar-Service (on the earlier of):
  1. (a) Bar-Service issuing a written acceptance (including by email) of the Order; or
  2. (b) Bar-Service taking material steps to fulfil or progress the Order (including reserving stock, scheduling delivery or incurring costs in reliance on the Order), at which point the Contract shall come into existence.
3. 3.3 The Customer waives any right it might otherwise have to rely on any term endorsed on, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
4. 3.4 Bar-Service reserves the right to cancel at any time, without penalty or charge, an Order (or any part thereof) which has been accepted by Bar-Service.
5. 3.5 Once an Order has been accepted by Bar-Service, it cannot be cancelled by the Customer without the prior written approval of Bar-Service in respect of such cancellation. If the Customer purports to cancel the Contract in any other manner, Bar-Service may (without prejudice to its other rights and remedies) retain any advance payment requested by Bar-Service and paid by the Customer and charge any reasonable costs (including third-party costs) and/or expenses incurred or paid by Bar-Service (or which Bar-Service has committed to pay) in connection with cancellation of the Order in question.
4. GOODS
1. 4.1 The Goods are described in the Goods Specification.
2. 4.2 Bar-Service reserves the right to amend or change (at is sole discretion) the Goods Specification at any time (including if required by any applicable statutory or regulatory requirements), and in such circumstances Bar-Service shall use reasonable commercial endeavours to notify the Customer as soon as reasonably practicable.
3. 4.3 The Goods are supplied by Bar-Service to the Customer for internal business use and are not for resale.
5. DELIVERY, INSTALLATION AND COMMISSIONING OF THE GOODS
1. 5.1 Bar-Service shall deliver the Goods to the Delivery Location at any time after Bar-Service notifies the Customer that the Goods are ready for delivery.
2. 5.2 The Customer shall ensure that the Delivery Location is fully and freely accessible to Bar-Service (or its nominated carrier) and is clean, secure and suitable for the safe positioning and storage of the Goods pending installation and commissioning (where applicable) by Bar-Service.
3. 5.3 Bar-Service shall not be liable or responsible for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Bar-Service with adequate delivery instructions or any other instructions that Bar-Service considers relevant to the supply of the Goods.
4. 5.4 If Bar-Service fails to deliver the Goods, its liability shall be limited to the actual and demonstrable costs and expenses reasonably and properly incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Bar-Service shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Bar-Service with adequate delivery instructions or any other instructions that Bar-Service considers relevant to the supply of the Goods.
5. 5.5 If the Customer fails to accept, or delays accepting, delivery of the Goods (including without limitation where the Customer nor a representative of the Customer is present to accept delivery) then, except where such failure or delay is caused by a Force Majeure Event or Bar-Service’s failure to comply with its obligations under the Contract:
  1. (a) delivery of the Goods shall be deemed to have been completed at 9.00am GMT on the second Business Day after the day on which Bar-Service notified the Customer that the Goods were ready for delivery; and
  2. (b) Bar-Service shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including storage, insurance and/or re-delivery costs).
6. 5.6 If, five (5) Business Days following the due date for delivery of the Goods the Customer has not accepted actual delivery of the Goods, Bar-Service may resell or otherwise dispose of part or all of the Goods.
7. 5.7 If the Delivery Location is deemed unsuitable by Bar-Service for any reason, Bar-Service reserves the right not to complete the delivery and the Customer shall be responsible for any additional costs incurred by Bar-Service.
8. 5.8 Bar-Service may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
9. 5.9 Where Bar-Service installs the Goods and is to carry out commissioning under the Contract (being those works required to confirm Goods installed under the Contract are ready to commence normal operation (as described by Bar-Service in the relevant Services Specification)):
  1. (a) the Customer shall ensure that the Goods to be commissioned are available to Bar-Service to enable Bar-Service to carry out the commissioning in one continuous operation;
  2. (b) the commissioning will be carried out during Business Days only and during normal Business Hours;
  3. (c) the Customer shall make available to Bar-Service (free of charge) mains power and lighting, welfare and administration facilities and such other equipment, facilities or services required by Bar-Service to enable it to discharge its responsibilities effectively;
  4. (d) the charges for the installation and commissioning works shall be stipulated in the Quotation or, where no such charges are so stipulated, shall be the charges or rates communicated by Bar-Service as being in force as at the date of supply, and shall be paid by the Customer to Bar-Service in accordance with clause 11.2;
  5. (e) the Customer shall, following the installation, attend and witness the final commissioning of the Goods and confirm that the Goods operate correctly (save that if the Customer does not attend the final commissioning, having been given reasonable notice of the date for attendance, the Customer shall be deemed to accept the Goods as installed); and
  6. (f) Bar-Service shall be entitled to charge, and the Customer shall pay, any additional costs and charges incurred or paid by Bar-Service (or which Bar-Service has committed to pay) if the installation and/or commissioning works are delayed or interrupted due to any act, breach, delay, failure or omission of the Customer or any of its employees, agents, consultants and/or subcontractors.
6. WARRANTY OF GOODS
1. 6.1 Subject to clause 6.3, Bar-Service warrants that Goods supplied shall:
  1. (a) subject to clause 2.2, conform in all material respects with the Goods Specification;
  2. (b) be free from material defects in design, material and workmanship; and
  3. (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
2. 6.2 The warranty given by Bar-Service in accordance with clause 6.1 shall apply for the period stipulated in the Goods Specification, or where no such period is so stipulated, for the period notified in writing by Bar-Service to the Customer (Warranty Period).
3. 6.3 For certain Goods (of the type notified by Bar-Service to the Customer), no warranty or guarantee is provided by Bar-Service and any warranties or guarantees related to the Goods are solely those provided by the relevant manufacturer, if applicable and transferable. The Customer acknowledges and agrees that any such manufacturer’s warranty or guarantee is separate from the Contract and must be pursued directly with the relevant manufacturer.
4. 6.4 The Customer must satisfy itself that the Goods ordered and supplied are fit for its purpose, as this is not guaranteed or warranted by Bar-Service, and all warranties as to fitness for purpose (save those expressly set out in the Contract) are hereby excluded to the fullest extent permitted by law.
5. 6.5 The Customer must inspect all Goods on delivery at the Delivery Location. Any discrepancy in the quantity or type of Goods delivered or any visual or obvious damage to the Goods delivered must be reported to Bar-Service within two (2) Business Days of delivery of the Goods at the Delivery Location.
6. 6.6 Subject to clause 6.5, if:
  1. (a) the Customer gives notice in writing to Bar-Service during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1 (and supplies sufficient technical detail to allow Bar-Service to identify and consider the alleged fault);
  2. (b) Bar-Service is given a reasonable opportunity of examining such Goods; and
  3. (c) the Customer (if asked to do so by Bar-Service) returns such Goods to Bar-Service’s place of business, Bar-Service shall, at its option and cost, repair or replace the defective Goods, or refund the price of the defective Goods in full.
7. 6.7 Subject to clause 15.2, Bar-Service shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 in any of the following events:
  1. (a) the Customer fails to notify Bar-Service as set out in sub-clause 6.6(a);
  2. (b) the Customer makes any further use of such Goods after giving notice in accordance with sub-clause 6.6(a);
  3. (c) the defect arises because the Customer failed to follow Bar-Service’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same (other than where Bar-Service is responsible for providing any of these as part of the Services);
  4. (d) damage is caused by rust, condensation, water damage or deterioration or improper environment;
  5. (e) the defect arises as a result of Bar-Service following any drawing, design, specification or other requirement of the Customer;
  6. (f) the Customer (or any of its employees, agents, consultants and/or subcontractors) alters or repairs, or attempts to alter or repair, such Goods without the prior written authorisation of Bar-Service or uses any unauthorised accessories or components in conjunction with the Goods;
  7. (g) the defect arises as a result of fair wear and tear, misuse or alteration, wilful damage or vandalism, accidental damage, negligence, or abnormal storage or working conditions, or any other act or omission by the Customer, its employees, agents, consultants or subcontractors;
  8. (h) the defect arises from natural deterioration of the Goods; or
  9. (i) the Goods differ from their description in the Quotation and/or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
8. 6.8 Except as provided in this clause 6 and subject to clause 15.2, Bar-Service shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
9. 6.9 Bar-Service has given commitments as to compliance of the Goods with relevant specifications in clause 6.1. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
10. 6.10 These Conditions shall apply to any repaired or replacement Goods supplied by Bar-Service. Any repair or replacement shall be subject to the original Warranty Period and shall not extend or renew that period (unless otherwise expressly agreed in writing by Bar-Service).
7. RISK AND TITLE TO THE GOODS
1. 7.1 Risk of damage to or loss of the Goods shall pass to the Customer:
  1. (a) on completion of delivery in accordance with clause 5; or
  2. (b) in the case of Goods being installed by Bar-Service, the time that Bar-Service notifies the Customer that the installation is complete.
2. 7.2 Title to the Goods shall not pass to the Customer until Bar-Service receives payment in full and in cleared funds for the Goods and any other goods that Bar-Service has supplied (or committed to supply) to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
3. 7.3 Until title to the Goods has passed to the Customer, the Customer shall:
  1. (a) store the Goods in accordance with any written or oral instructions given by Bar-Service and separately from all other goods held by the Customer so that they remain readily identifiable as Bar-Service’s property;
  2. (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  3. (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  4. (d) not create any encumbrance (or similar right or interest) over the Goods and shall not do anything inconsistent with Bar-Service’s title to the Goods;
  5. (e) notify Bar-Service immediately if it becomes subject to any of the events listed in sub-clause 12.1(b) to sub-clause 12.1(c); and
  6. (f) promptly give Bar-Service such information as Bar-Service may reasonably require from time to time relating to the Goods and, where requested, the ongoing financial position of the Customer.
4. 7.4 Subject to clause 7.5, the Customer may use the Goods in the ordinary course of its business (but not otherwise) before Bar-Service receives payment for the Goods.
5. 7.5 At any time before title to the Goods passes to the Customer, and in respect of those Goods not paid for, Bar-Service may:
  1. (a) by notice in writing terminate the Customer's right under clause 7.4 to use them in the ordinary course of its business; and
  2. (b) require the Customer to deliver up all Goods in its possession and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
8. SUPPLY OF SERVICES
1. 8.1 Bar-Service warrants to the Customer that the Services will be provided using reasonable care and skill, and in a professional manner consistent with industry standards.
2. 8.2 Bar-Service shall use reasonable endeavours to:
  1. (a) supply the Services to the Customer in accordance with the applicable Services Specification in all material respects; and
  2. (b) meet any performance dates for the Services specified in the Quotation or Services Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services (as stipulated in clause 10.2).
3. 8.3 If Bar-Service is in breach of the warranty set out in clause 8.1 for reasons attributable to Bar-Service’s default, Bar-Service shall correctly reperform any defective Services without further cost to the Customer, and the corrective reperformance of defective Services shall be the exclusive remedy of the Customer and, subject to clause 15.2, the only liability of Bar-Service.
4. 8.4 Bar-Service reserves the right to amend the Services and/or any Services Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not result in any material adverse change to the Services and/or the relevant Services Specification, and Bar-Service shall endeavour to notify the Customer in any such event.
5. 8.5 If Bar-Service’s performance of any of its obligations under any Contract is prevented or delayed by any act, breach, delay, failure, default or omission of the Customer or any of its employees, agents, consultants or subcontractors, then, without prejudice to any other right or remedy it may have, Bar-Service shall:
  1. (a) not be deemed to be in breach of or otherwise liable under the relevant Contract and shall be allowed a reasonable extension of time to perform its obligations; and
  2. (b) be entitled to charge the Customer for any costs or losses directly or indirectly sustained or incurred or paid by Bar-Service and the Customer shall pay to Bar-Service such costs and/or losses on demand.
6. 8.6 Bar-Service has given commitments in relation to the Services at clauses 8.1 and 8.2 and in view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from each Contract.
9. MAINTENANCE SERVICES
1. 9.1 Where, as part of the Services, Bar-Service agrees to provide routine and corrective maintenance in respect of installed Goods, the additional provisions in this clause 9 shall apply (without prejudice to the warranty provisions in clause 6).
2. 9.2 The scope of such maintenance Services shall be agreed and confirmed by Bar-Service in the relevant Services Specification.
3. 9.3 In return for Bar-Service providing the maintenance Services, the Customer shall pay the Price in accordance with clause 11. The Price covers call-out fees and labour costs only and does not include the supply or cost of spare parts, replacement components, or consumable items required during the course of maintenance or repair. Such items shall be charged separately and supplied subject to availability and applicable terms.
4. 9.4 Any agreed maintenance Services shall be provided by Bar-Service during Business Days only and during normal Business Hours.
5. 9.5 For those installed Goods in respect of which Bar-Service has agreed to provide maintenance Services, the Customer shall at all times:
  1. (a) use such Goods only in accordance with Bar-Service’s written instructions;
  2. (b) promptly notify Bar-Service (either in writing or by telephone or by such other manner as Bar-Service may require from time to time) if any such installed Goods are discovered to be defective or malfunctioning;
  3. (c) keep such Goods in conditions as may be advised from time to time by Bar-Service;
  4. (d) not allow any person other than Bar-Service’s representatives to adjust, maintain, repair, replace or remove such Goods (or any part of them), unless otherwise authorised in writing by Bar-Service; and
  5. (e) take all such steps as may be necessary to ensure the safety of any of Bar-Service’s representatives when attending the site where the installed Goods are located.
6. 9.6 If Bar-Service agrees to provide additional maintenance and/or repair Services over and above the Services agreed by Bar-Service in the Services Specification (including without limitation (and by way of example only) maintenance required to restore any defect or malfunctioning or failure caused by or resulting from the Customer’s neglect or misuse of the applicable installed Goods), the additional charges calculated in accordance with clause 11.3 shall apply and shall be paid by the Customer in accordance with clause 11.6.
10. CUSTOMER OBLIGATIONS
1. 10.1 The Customer warrants and undertakes that it shall:
  1. (a) co-operate with Bar-Service in all matters relating to the Contract, the supply of Goods and/or provision of the Services;
  2. (b) provide Bar-Service, its employees, agents, consultants and subcontractors, with full and free access to the Customer’s premises, office accommodation and other facilities as reasonably required by Bar-Service in connection with the Contract (including the provision of Services) and ensure that the same are adequate and safe;
  3. (c) where applicable, prepare the Customer's premises for the supply of Goods and Services;
  4. (d) in the event that Bar-Service requires the decision, approval, consent or any other communication from the Customer in order to commence or continue with the provision of the Services (or any part thereof) at any time, the Customer shall provide the same in a timely fashion;
  5. (e) obtain and maintain all necessary licences, permissions, approvals and consents which may be required for receipt of the Services before the date on which the Services are to start;
  6. (f) comply with all applicable laws and regulations;
  7. (g) give Bar-Service any necessary information and records relating to the Goods and/or Services in a prompt manner in order to enable Bar-Service to properly perform the Contract; and
  8. (h) comply with any additional obligations and requirements notified to it in writing by Bar-Service from time to time.
2. 10.2 The Customer acknowledges, agrees and accepts that any dates quoted or notified by Bar-Service in connection with the Contract are estimates and approximate only, and in no circumstances whatsoever shall time be deemed to be of the essence.
11. PRICE AND PAYMENT
1. 11.1 The Customer shall pay the Price for the Goods and/or Services in accordance with this clause 11.
2. 11.2 Unless agreed otherwise by Bar-Service in writing, the Price of Goods and/or Services (as applicable) excludes the following which shall be invoiced by Bar-Service and paid by the Customer in addition to the Price (and the payment terms stipulated in clause 11.6 shall apply):
  1. (a) amounts in respect of value added tax (VAT) (or other equivalent sales tax) (at the prevailing rate);
  2. (b) in the case of Goods, the costs and charges of delivering, packaging, loading, unloading, insuring, transporting, installing and commissioning the Goods; and
  3. (c) any expenses reasonably incurred by the individuals whom Bar-Service engages in connection with the Services including travelling expenses, accommodation expenses, subsistence and any other associated expenses, and for the cost of services procured from third parties and required by Bar-Service for the performance of the Services, and for the cost of any materials required.
3. 11.3 Unless agreed otherwise by Bar-Service in writing, the charges for any Services over and above the Services agreed by Bar-Service in the relevant Services Specification shall be calculated on a time cost basis as follows:
  1. (a) the charges shall be calculated in accordance with Bar-Service’s daily fee rates applicable at the date that the relevant Services are provided;
  2. (b) Bar-Service’s daily fee rates for each individual person are calculated on the basis of Business Hours worked on Business Days.
4. 11.4 Bar-Service reserves the right to increase the Price and other charges payable by the Customer under any Contract:
  1. (a) to take account of any increase in costs to Bar-Service of sourcing, supplying, transporting, delivering, installing and/or commissioning (as applicable) the Goods and/or supplying the Services in question (including any increase in the cost of raw materials, labour, overheads or any increase in taxes, duties, tariffs, levies, assessments and/or other government impositions or fees imposed on the import or export of the Goods) since the date of the Contract;
  2. (b) to take account of any request by the Customer to change the delivery date(s), quantities or types of Goods ordered or scope or nature of Services required; and/or
  3. (c) if Bar-Service is in any way delayed or hampered in the carrying out of any work under the Contract by any act or omission of the Customer (or any of its employees, agents, consultants or subcontractors) or as a result of any circumstances beyond its reasonable control.
5. 11.5 Without prejudice to clause 11.4, Bar-Service reserves the right to increase the Price of maintenance Services annually to reflect inflationary changes. Any such increase shall be based on the percentage change in the Consumer Price Index (CPI) (All Items) or a comparable official index over the preceding twelve (12) month period. Price reductions due to negative inflation shall not apply.
6. 11.6 Bar-Service shall invoice the Customer on or at any time after completion of delivery of the Goods and/or supply of the Services (as applicable). Save where otherwise expressly specified by Bar-Service in writing (as detailed in the Quotation or otherwise), all payments shall be due and owing and shall be paid by the Customer in Pound Sterling (£) by no later than ten (10) Business Days following the date of Bar-Service’s invoice. Payments shall be made to the bank account nominated in writing by Bar-Service from time to time.
7. 11.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Bar-Service may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Bar-Service to the Customer.
8. 11.8 If the Customer fails to make any payment due to Bar-Service under the Contract by the due date for payment, then, without prejudice to any other rights or remedies available to it, Bar-Service has the right to:
  1. (a) charge to the Customer (and the Customer shall pay) interest on the overdue amount at the rate of 5% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount;
  2. (b) charge to the Customer (and the Customer shall pay) on a full indemnity basis any costs and expenses incurred or paid in connection with recovering any money due under any Contract including Bar-Service’s reasonable administrative costs and expenses and any costs incurred with lawyers and/or debt collection agencies; and/or
  3. (c) suspend or postpone delivery of the Goods and/or provision of the Services under the Contract or under any current or future Orders.
12. TERMINATION
1. 12.1 Without limiting its other rights or remedies, Bar-Service may terminate the Contract with immediate effect by giving written notice to the Customer if:
  1. (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within ten (10) days of the Customer being notified in writing to do so;
  2. (b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, (being an individual) is the subject of a bankruptcy petition, application or order, or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  3. (c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
  4. (d) the Customer's financial position deteriorates to such an extent that in Bar-Service’s opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
  5. (e) the Customer (being an individual) dies, or due to illness or incapacity (whether mental or physical) becomes incapable of managing their own affairs.
2. 12.2 Without limiting its other rights or remedies, Bar-Service may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default after Bar-Service notifies the Customer that payment is due.
3. 12.3 On termination of the Contract for any reason the Customer shall immediately pay to Bar-Service all of Bar-Service’s outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has been submitted, Bar-Service shall submit an invoice, which shall be payable and shall be paid by the Customer immediately on receipt. In addition, the Customer shall pay for all work in progress up to the effective date of termination and all costs and expenses reasonably incurred or committed to by Bar-Service in connection with the performance of the Contract prior to termination.
4. 12.4 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
5. 12.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
13. INTELLECTUAL PROPERTY
1. 13.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and Services shall remain Bar-Service’s property and nothing in the Contract is intended to pass ownership of such rights to the Customer.
14. DATA PROTECTION
1. 14.1 Each party shall, at its own expense, comply with its respective obligations under applicable data protection legislation in respect of personal data processed by it in connection with the Contract. This clause 14.1 is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.
2. 14.2 Bar-Service will only use personal data provided to it by or on behalf of the Customer as set out in its privacy policy (a copy of which is available from Bar-Service upon request).
15. LIMITATION OF LIABILITY
1. 15.1 The limits and exclusions on liability in this clause 15 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. 15.2 Nothing in the Contract shall limit or exclude Bar-Service’s liability for:
  1. (a) death or personal injury caused by its negligence, or the negligence of its employees, agents, consultants and subcontractors (as applicable);
  2. (b) fraud or fraudulent misrepresentation; or
  3. (c) any matter in respect of which it would be unlawful for Bar-Service to exclude or limit liability.
3. 15.3 Subject to clause 15.2, Bar-Service’s maximum aggregate liability to the Customer under a Contract shall in no circumstances exceed a sum equal to the Price paid by the Customer to Bar-Service under the Contract in question.
4. 15.4 Subject to clause 15.2, Bar-Service shall not be liable for any of the following types of loss (in each case whether direct, indirect or consequential):
  1. (a) loss of profits or revenues;
  2. (b) loss of sales or business;
  3. (c) loss of agreements or contracts;
  4. (d) loss of anticipated savings;
  5. (e) loss of use or corruption of software, data or information;
  6. (f) loss of or damage to goodwill, reputation or brand;
  7. (g) product recall costs;
  8. (h) death or personal injury not caused by Bar-Service’s negligence; and
  9. (i) indirect, special or consequential loss.
5. 15.5 Subject to clause 15.2:
  1. (a) Bar-Service shall not be liable for any loss or damage suffered by the Customer that results from the Customer’s failure to follow any instructions given by Bar-Service;
  2. (b) Bar-Service shall have no liability to any person other than the Customer in respect of any Goods and/or Services supplied under the Contract.
6. 15.6 Bar-Service and the Customer acknowledge and agree that the allocation of risk and liability contained in these Conditions is reasonable and proportionate in all circumstances.
7. 15.7 This clause 15 shall survive termination of the Contract.
16. FORCE MAJEURE
1. 16.1 Bar-Service shall not 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 a Force Majeure Event. In such circumstances Bar-Service shall be entitled to a reasonable extension of the time for performing such obligations. Bar-Service shall be entitled to terminate the Contract by written notice to the Customer and without liability to the Customer in the event of any Force Majeure Event which affects Bar-Service’s ability to comply with the Contract.
2. 16.2 For the avoidance of doubt, a party’s inability to pay shall not constitute a Force Majeure Event under this clause 16.
17. GENERAL
1. 17.1 Assignment and other dealings.
  1. (a) Bar-Service may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
  2. (b) The Customer shall 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 the prior written consent of Bar-Service.
2. 17.2 Confidentiality.
  1. (a) Each party undertakes that it shall not at any time disclose to any person any confidential and/or proprietary information concerning the business, affairs, customers, pricing, operations, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs or the terms of the Contract or any other contract between the parties, except as permitted by sub-clause 17.2(b).
  2. (b) Each party may disclose the other party's confidential information:
    1. (i) to its employees, officers or professional advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers or professional advisers to whom it discloses the other party's confidential information comply with this clause 17.2; and
    2. (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  3. (c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
3. 17.3 Entire agreement.
  1. (a) The Contract (and the documents expressly referred to herein) constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
4. 17.4 Variation. Save as otherwise contemplated by these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by a director of Bar-Service.
5. 17.5 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and signed and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
6. 17.6 Severance. 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.
7. 17.7 Notices.
  1. (a) Any notice given to a party under or in connection with the Contract shall be:
    1. (i) in writing;
    2. (ii) addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause; and
    3. (iii) delivered personally, by pre-paid first class post or other next working day delivery service.
  2. (b) A notice shall be deemed to have been received:
    1. (i) if delivered personally, when left at the proper address; or
    2. (ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00am GMT on the second Business Day after posting.
  3. (c) A notice given under the Contract is not valid if sent by email or fax.
  4. (d) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
8. 17.8 Third party rights. No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.
9. 17.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with English law.
10. 17.10 Jurisdiction. Each party irrevocably agrees that the English courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Last updated June 2025