We look forward to welcoming you to the Manor of Groves for your upcoming Event. In order to ensure that there is clarity between all the parties concerned, we set out below the Terms & Conditions that all bookings for Events at the Manor of Groves are made upon and are subject to: - 1. Definitions 1.1 “YOU” or “YOUR” or “YOURSELF” means the person, firm or company contracting to hire room(s) and/or event space and/or the Services for the Event. 1.2 “WE” or “US” or “OUR” or “OURSELVES” means the Manor of Groves Limited. 1.3 “the Event” means the function for the purpose of which the Client has made the booking. 1.4 “the Agreement” means the agreement between US and YOU for a specific booking or a series of bookings, as set out in these Terms and Condition and the contract to which they are attached. For the avoidance of doubt, these Terms & Conditions and the contract to which they are attached together comprise the entire agreement between the parties. 1.5 “the Services” means but is not limited to room(s), audio visual equipment, staff, food and beverage, printing, floral decoration, photographer(s), musicians, entertainers, toastmaster(s) or any other external contractor(s) engaged for the Event by US on YOUR behalf. 1.6 “the Terms and Conditions” means the terms & conditions contained in this document. 2. Reservation Procedure and Numbers 2.1 YOU agree to provide US with full details of the nature and agenda of the Event, the number of guests expected to attend, the Services required and any other details which WE may reasonably require. 2.2 All bookings will be held on a provisional basis for initial period of time (see clause 2.3 below) until YOU have confirmed the booking in accordance with the procedure set out below. Should WE receive an enquiry from a third party for a date already provisionally held for YOU, YOU will be contacted. At this point, the agreed period of time for YOU to confirm YOUR booking may be reduced at OUR discretion. All bookings must be confirmed by YOU in writing and, if YOU are a firm or company, such confirmation must be on YOUR firm’s/company’s headed paper. At this point an Initial Deposit is payable (see clause 3 below) and on receipt of: - 2.2.1 the Initial Deposit; 2.2.2 YOUR written confirmation; 2.2.3 the signed contract; and 2.2.4 these signed Terms & Conditions the Agreement will become binding and all the Services reserved on YOUR behalf will be subject to the Terms & Conditions referred to herein. 2.3 The initial period that YOUR booking will be held for is 5 working days from the date that the Agreement is sent to YOU for YOUR signature. If the above is not received by US within this period, WE reserve the right to release YOUR provisional booking if a new enquiry is received. 2.4 Please note that these Terms and Conditions apply to all bookings, including bookings where a confirmation has not yet been received in writing. 2.5 YOU agree to provide OUR Banqueting Office with the final details of Event in writing at least 14 days prior to start of the Event. 2.6 All alterations to guest numbers and/or arrangements must be confirmed to US by YOU in writing. WE will then confirm whether such alterations are possible by return and, provided WE are able to accommodate such alterations, whether the original quotation requires amendment as a result of YOUR alterations. 2.7 YOU agree to pay OUR charges for the greater of: - 2.7.1 the actual number of guests attending the Event; and 2.7.2 the number of guests last notified to US as attending the Event; and 2.7.3 the minimum number of guests specified in the contract to which these Terms and Conditions are attached. 2.8 In certain circumstances WE may need to change your final venue(s) and/or room(s) and/or event space for the Event from YOUR original choice to one that is equally suitable for YOUR Event. In such circumstances the provisions set down in clause 16.2 will apply. 2.9 WE reserve the right to refuse admission to guests in excess of the last number notified to US by YOU. 2.10 In the event that the contracted number of bedrooms is reduced by YOU the following cancellation charges will apply: - 2.10.1 For reductions of up to 20% made more than 12 days prior to arrival no charges shall apply. Reductions of more than 20% within this period will be subject to a charge of 50% of the total cost for the number of rooms cancelled; 2.10.2 For reductions of up to 10% within 12 weeks prior to arrival no charges shall apply. Reductions of more than 10% within this period will be subject to a charge of 50% of the total cost for the number of rooms cancelled; and 2.10.3 For reductions of up to 10% within 4 weeks prior to arrival no charge will apply. Reductions of more than 10% within this period will be subject to a charge of 75% of the total cost for the number of rooms cancelled. 3. Deposit & Payment Schedule 3.1 In cases where YOU have an established account/credit facility with US, WE reserve the right to seek payment of an non-refundable deposit on receipt of confirmation, or at any time prior to the holding of the Event. 3.2 A credit account may be opened by a registered limited company completing OUR credit application form. WE require at least 14 days notice prior to the Event to arrange credit facilities. WE reserve the right to refuse credit. 3.3 Credit accounts must not exceed their set limit at any time. Furthermore, where WE have requested deposits/payments from YOU prior to the event in accordance with clause 3.1 above all such payments must be made by YOU by the due dates to avoid the Agreement being terminated in accordance with clause 6.1 below. 3.4 In cases where YOU do not have an established account, payments are required as follows: - 3.4.1 Initial Deposit An advance payment equal to 25% of OUR Estimated Total Charges (or such other amount we agree with you in writing) for the Event as set out in the contract must be received by us with the written confirmation; this Initial Deposit is non-refundable in the event of cancellation of the Event or part of the Event. 3.4.2 Second Deposit An advance payment equal to a further 50% of the Estimated Total Charges must be received by US not less than 28 days prior to the Event. [NB – This second deposit may be waived depending on the advance lead time of YOUR booking] 3.4.3 Final Deposit The remaining balance of the Estimated Total Charges (as refined in the final stages of the planning process) must be received by US not less than 28 business days prior to the Event. 3.4.4 Credit Card Guarantee A signed credit card authorisation form must be completed and delivered to US by YOU with the final deposit to cover any and all additional charges which may arise and be incurred by YOU after the payment of the final deposit and prior to the conclusion of the Event. 3.4.5 Deposit Receipts Invoices will not be issued in respect of the deposits referred to above. YOU are expected to forward payment(s) by the agreed date(s). Receipts for all deposits paid shall be issued to YOU forthwith after the relevant payments have been received. Failure to comply with the deposit schedule at the times and in the manner referred to above may result in the Agreement being terminated in accordance with clause 6.1 below. 3.4.6 Final Invoice A final invoice clearly defining all charges incurred by YOU with the Event shall be prepared and submitted to YOU following the Event as soon as all payments have been processed. 3.5 The above payments are only refundable in line with clauses 4, 5 and 6 below. 4. Payment Procedure 4.1 All payments made by YOU under the terms of the Agreement must be made in (£) pounds sterling, made payable to the Manor of Groves Limited and may be made by cheque, credit card or bank transfer. WE will provide you with our bank account details if you wish to pay by bank transfer. 4.2 If YOU believe any invoices rendered to be incorrect YOU must notify US immediately, stating YOUR grounds for disputing the amount payable. Any such disputes or enquiries do not excuse payment in full of those amounts outstanding which are not in dispute. Unless notice has been received by US in writing as agreed and within 7 days of the invoice being received, YOU shall forfeit YOUR right to dispute the said invoice and the full amount thereof shall be payable. 4.3 Unless otherwise agreed with US in writing all invoices are due for settlement by YOU upon presentation. If any invoice/account remains unpaid for a period of 14 days after its due date, WE may, without prejudice to any other rights WE may have against YOU, charge interest on the outstanding sum from the due date until payment at the rate of 2% per month. 4.4 For the avoidance of doubt: - 4.4.1 If YOU are a business customer, YOU are not entitled to defer or withhold payment of any money due or liabilities incurred to US by reason of having a claim or counterclaim or any alleged claim or counterclaim and YOU shall not under any circumstances be entitled to any rights of set-off in relation thereto; or 4.4.2 If YOU are a Consumer, YOU may set off against any amounts due to US such amount as fairly reflects any genuine claim against US for breach of the Agreement. 4.5 YOU agree to pay OUR charges for any goods or services provided by US at YOUR request (or any person purporting to act on YOUR behalf and having ostensible authority to do so), even where such goods and services were not specifically included in the subject matter of the Agreement. This is to include any and all incidental charges unpaid by members of YOUR party. 4.6 All prices quoted in the Agreement exclude VAT unless otherwise specified. 5. Cancellation or Reduction by YOU 5.1 If the Agreement is terminated or cancelled (whether in whole or in part): - 5.1.1 By YOU by notice in writing to OUR Banqueting Office at any time prior to the Event; or 5.1.2 By US (for material breach of contract) in accordance with clause 6.1 below; the following provisions shall apply, and termination by US for material breach on YOUR part shall be deemed, for the purposes of this clause, to be cancellation by YOU. 5.2 In the event of cancellations or reductions of more than 10% of all or part of the contracted conference rooms and/or food and beverage events and/or guests attending the Event, WE shall be entitled to retain the initial deposit (which is non-refundable) and will in addition assess a cancellation fee (inclusive of the initial deposit) based upon the following scale: - 5.2.1 For cancellations received by us 120-90 days prior to planned arrival date - 50% of the Estimated Total Charges (as refined in the final stages of the planning process); 5.2.2 For cancellations received by us 89-61 days prior to planned arrival date – 75% of the Estimated Total Charges (as refined in the final stages of the planning process); 5.2.3 For cancellations received by us 60-31 days prior to planned arrival date – 85% of the Estimated Total Charges (as refined in the final stages of the planning process); 5.2.4 For cancellations received by us 30 days or less prior to planned arrival date – 95% of the Estimated Total Charges (as refined in the final stages of the planning process); and 5.2.5 For cancellations received by us 3 days or less prior to the planned arrival date there will be no reduction in the Estimated Total Charges. 5.3 Pursuant to clause 5.2 above, no cancellation fee will be charged for adjustments of up to 10% of the contracted value of foods and beverage events made after confirmation of requirements and more than 2 working days prior to arrival. Adjustments of more than 10% of the contracted value will be subject to the cancellation fees shown above. 5.4 Reductions notified within 2 working days prior to arrival will be subject to a cancellation fee equivalent to the appropriate portion of the total Estimated Total Charges (as refined in the final stages of the planning process). 5.5 Any costs incurred by US in respect of the Event (including but not limited to) costs in respect of audio visual equipment, staff booked, for the Event, food, printing, floral decoration, or any photographer(s), musicians, entertainers, or toastmaster(s) engaged for the Event shall be invoiced to and paid by YOU in addition to any cancellation fee. 5.6 WE will waive or refund all or a fair proportion of any assessed cancellation charges to the extent that the accommodation and/or Services so released can be sold to another client. In such cases only the difference between the Estimate to be charged to YOU and the actual value realised from the sale to another client will be charged. WE agree to use all reasonable endeavours in good faith to sell any cancelled or reduced accommodation, conference rooms, Event rooms, or other Services provided there is a reasonable time within which to do so. 5.7 Notice of any cancellation or reduction must be received by US in writing (email will not be acceptable) and (to the extent not covered by deposits already paid) any cancellation fee is respect thereof is due and payable within 30 days of such notice. For the avoidance of doubt, the initial deposit in non-refundable in any event. 5.8 YOU acknowledge that the cancellation terms set out herein represent a reasonable pre-estimate of the damages likely to be suffered by US is the event of cancellation or reduction by YOU and that such cancellation fees are not intended to operate as a penalty. 6. Cancellation by US 6.1 WE reserve the right to cancel YOUR Reservation and to terminate the Agreement forthwith by notice in writing to YOU if: - 6.1.1 YOU commit a material breach of the Agreement or fail to perform any of its material obligations herein; and/or 6.1.2 WE or any part of US are closed for reasons of Force Majeure (see clause 16 below); and/or 6.1.3 YOU become insolvent or enter into bankruptcy, administration, liquidation or receivership (or comparable process in an overseas jurisdiction), or are incapable of paying YOUR debts as they fall due; and/or 6.1.4 WE reasonably believe that the Event is likely to jeopardise OUR good reputation. In the event of termination by US following a material breach by YOU pursuant to sub-clause 6.1.1 above, the provisions of clause 5 above shall apply. In the event of termination by US under any of sub-clauses 6.1.2 to 6.1.4 above WE will refund any amounts paid by YOU in advance to US but will otherwise have no further liability to YOU. OUR right of termination is without prejudice to any other rights accrued to US as at the date of termination. 7. Arrival / Departure & Punctuality 7.1 Normal check-in time for all bedroom accommodation is 2:00pm (London Time). Where possible every effort will be made to accommodate YOUR request for an early check-in. In the event that YOUR bedrooms are unavailable, changing facilities will be provided for YOUR use whilst waiting and YOUR luggage will be stored and placed in YOUR bedroom once available. 7.2 Normal check-out time for all bedroom accommodation is 11:00am (London Time) on the day of departure unless a later check-out has been agreed. Please advise us as soon as possible if a later check-out time is required. Where possible every effort will be made to accommodate YOUR request and we will levy a charge for this extended check out. 7.3 YOU agree to provide US with a rooming list, not less than 8 weeks prior to the arrival date, setting out the names of YOUR guests that are staying with US together with their accommodation requirements. All rooms must be guaranteed by individual credit card, pre-agreed credit account or full pre-payment. 7.4 The room(s) and/or event space designated for the Event will be made available from the time shown on the contract. YOU agree to commence the Event promptly at the time(s) agreed with US and to procure that YOUR guests vacate the room(s) and/or event space designated for the Event at the time(s) agreed with US. For the avoidance of doubt, the Vacate Time is not the time when the Event finishes, but when all guests are to have actually departed and when all equipment is to have been cleared from the room(s) and/or event space. 7.5 In all cases where a meal is to be provided as part of the Event YOU will procure that YOUR guests are ready to be served at the time(s) agreed and that the meal is completed within the next following period of 3 hours. 7.6 YOU will reimburse US for all costs and expenses incurred by US (including but not limited to additional payments to waiters) as a result of any breach by YOU of cub-clauses 7.4 and 7.5 above. 7.7 YOU will ensure that the room(s) and/or event space and other facilities reserved for the Event are cleared of all materials and equipment brought in (other than materials and equipment provided by US) by the scheduled Vacate Time of the Event. In default a further charge will be levied for the excess period proportionate to the agreed hire charge for the period reserved. 7.8 Menus and all other details of the Event, including starting and finishing times, must be finalised not less than 14 days prior to the date on which the Event is to commence. 8. Conduct 8.1 WE require that all guests wear smart attire in OUR public areas, more specifically in the foyer and restaurant. No specific dress code applies for the private rooms. However, OUR Banqueting Manager should be advised if any significant variance from conventional norms is expected. 8.2 In relation to OUR golfing facilities, WE adopt a soft spike policy. WE have particular dress requirements and would ask that YOU and YOUR guests dress in the required golf attire in keeping with the surroundings. WE would also ask that YOU and YOUR guests are considerate to other guests and users on the course. Excessively slow play will not be tolerated. 8.3 If you would like to have OUR logo placed on YOUR advertising or publicity material please contact OUR Management team who will be happy to assist YOU with your enquiry. 8.4 YOU are ultimately responsible for the conduct of YOUR guests and WE do request that consideration is shown to all OUR guests and OUR own personnel. WE reserve the right to request individuals or an entire party to leave OUR premises should they act in a manner that is unlawful, offensive, threatening (actual or potential) to other guests or OUR own personnel and YOU will indemnify US against any claims, demands, proceedings or liabilities incurred by US as a result of OUR bona fide exercise of OUR discretion in this respect. WE will also take action if WE believe that the behaviour of individuals or an entire party may cause or does cause damage to OUR property, or OUR guests or personnel’s property. In certain instances YOU will be charged for any damage caused. 8.5 YOU are responsible for the orderly conduct of the Event and shall ensure that nothing shall be done which might constitute a breach of the law, or which might cause a noise or nuisance to OUR other guests or which infringe or cause the forfeiture, endorsement, or non-renewal of OUR fire certificates, or OUR licences for the sale of wine, beers and spirits or for music or dancing. In particular YOU will ensure that there is no illegal betting or gaming. 8.6 WE reserve the right to exclude or eject from the Event or from OUR premises any person (including any person engaged by YOU to provide entertainment or perform any other service at the Event) whose behaviour WE reasonably consider objectionable or inappropriate and YOU will indemnify US against any claims, demands, proceedings or liabilities incurred by US as a result of OUR bona fide exercise of OUR discretion in this respect. WE may also decline to extend service to any guest whose behaviour may reasonably be regarded as impaired by excessive intake of alcohol. WE reserve the right to inspect and control all Events and YOU must comply with any reasonable request by OUR management in this regard. 9. External Contractors 9.1 WE may sub-contract all or any part of the provision of Services for the Event. 9.2 YOU hereby authorise US to enter into and act as signatory on all contracts with third party sub-contractors on YOUR behalf. 9.3 In accordance with clauses 9.1 and 9.2 above, YOU will be bound by any terms & conditions imposed third party sub-contractors. 9.4 Should YOU wish to employ the services of any external contractor, other than a contractor supplied by US, YOU must so inform US as soon as practicable and WE reserve the right to request the names and contact details of any external contractor you wish to employ for the Event. The term “external contractor” includes, but is not limited to production companies, audio visual companies, television, video or film crews, musicians, toastmasters, florists, photographers, designers and caterers. WE reserve the right, within OUR sole discretion and without assigning any reason for OUR decision, to refuse access to any such external contractor or to any person engaged by YOU to entertain or perform any duty of any sort at the Event. 9.5 YOU agree to indemnify us and to keep US fully indemnified, against any damage or injury resulting from any act or omission of such external contractor, his/her servants or agents, or caused by any equipment supplied by such external contractor. The said indemnity shall extend to any damage to OUR premises or the contents in OUR premises, or to the property of OUR guests, or to death or injury caused to any visitor, guest or employee at OUR premises or to any claim made against US or any of OUR agents or employees whether arising out of negligence on the part of the said external contractor or his/her servants or agents or for any other reason. 9.6 All external contractors must be in possession of public liability insurance to cover any injury to any of OUR visitors, guests or employees caused by the external contractor or his/her servants or agents or by the external contractor’s staff. For the avoidance of doubt, this is to include any injury to any guests, contractors or sub-contractors (be they YOURS or OURS) in any way arising out of or in connection with the Event. 9.7 Nothing in clause 9 shall exclude OUR liability in respect of any death or personal injury caused by any negligent act or omission by US, OUR staff or agents. 10. Structures and Equipment 10.1 Detailed plans of any proposed structure(s) which YOU wish to erect must be forwarded to US for approval in writing at least 21 days prior to the Event, together with the names of any building and/or lighting contractors which YOU propose to engage in connection with such structure(s). WE reserve the right, within OUR sole discretion and without assigning any reason for OUR decision, to give or refuse approval of such structure(s) and/or contractors as WE think fit. 10.2 Any proposed structure must comply with all relevant health, safety, fire and other applicable regulations. YOU agree to effect and maintain adequate insurance against damage to OUR premises or property and also against third party liability risks. YOU will provide details of such insurance if requested by US. 10.3 Nothing may be affixed to the walls, ceilings, carpets, columns or pillars of OUR premises by any means. Any furnishings, sets and equipment brought into our premises must be entirely free-standing and must be placed not less than 12 inches from the OUR walls, ceilings, columns and pillars. All electrical and audio-visual equipment must comply with the IEE regulations and safety standards. WE reserve the right to require that any final electrical connection be completed by OUR electrician. YOU agree to indemnify us for all costs of making repairs to damage caused to OUR premises by YOU. 10.4 Public areas, passages, corridors and foyers cannot be used to display promotional materials or individual signage or for the registration of guests other than with OUR prior written consent. 10.5 YOU agree to ensure that all materials belongings or documentation and equipment that might have been installed at YOUR request for the Event is removed at YOUR own expense by the Vacate Time. 11. Food and Beverages No food, wine, beer or spirits may be brought onto OUR premises by YOU or YOUR contractors, agents or guests for consumption without OUR prior consent in writing, for which YOU may be charged a price equivalent to OUR selling price for such food or drink or that of a similar product. 12. Publicity 12.1 Except with OUR prior written consent, YOU will not use OUR name in any of YOUR advertising or publicity otherwise than to describe the location of the Event. 12.2 Any advertising material or photographs displaying OUR interior, exterior or logo, or other publicity material for the Event at OUR premises must be approved in advance by OUR management and must be of a standard reflecting OUR quality. YOU must submit YOUR proposals directly to either OUR Strategy & Development Manager or General Manager or a director of the company who will indicate his/her authority if agreed and/or charge where appropriate or necessary. 12.3 WE do not permit any individual company or Event signage within OUR public areas other than with OUR prior written consent. 12.4 YOU agree to indemnify US and to keep US fully indemnified against any claims, demands or proceedings brought against US by third parties arising out of or in respect of advertising, photographs or publicity material produced for the Event. 13. Intellectual Property 13.1 YOU acknowledge that all intellectual property rights, including copyright in respect of all original materials produced by US in connection with the Event and the provision of the Services, including but not limited to all sketches, plans, photographs, drawings, layouts, specifications and proposals shall be vested in and remain vested in US. 13.2 WE reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright. 14. Confidentiality 14.1 Materials provided by YOU to US will be treated as confidential and WE acknowledge that they are YOUR property. 14.2 WE will return any materials and all copies of those materials to YOU immediately upon request. 14.3 The materials, methods, information and contacts used by US in providing the Services to YOU are confidential and are OUR property. They must not be disclosed to any third party without OUR prior written consent. 14.4 YOU must return any information and materials and/or copies of such information and materials to US immediately upon request. 14.5 Each party may disclose confidential information where such disclosure would otherwise be prohibited by this clause if and to the extent that: - 14.5.1 It is required by law; or 14.5.2 it can be shown by that party (to the other party’s reasonable satisfaction) to have been known by it before disclosure to it by the other party; or 14.5.3 it can be shown by that party (to the other party’s reasonable satisfaction) to have been subsequently lawfully disclosed to that party by a third party who did not impose any restrictions on its disclosure and did not obtain it (whether directly or indirectly) from the other party; or 14.5.4 the information was or becomes in the public domain (other than by reason of a breach of this clause by that party). 14.6 Notwithstanding the termination of the Agreement for whatever reason, the obligations and restrictions in this clause shall continue for a period of five years after the date of such termination. 15. Invalidity If any provision of the Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of the Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision. 16. Force Majeure 16.1 WE shall not be liable to YOU for any failure to comply with OUR obligations under the Agreement to the extent that compliance is restricted, impeded or prevented by circumstances beyond OUR reasonable control. Such circumstances shall include but shall not be limited to any government intervention, order of any local or public authority, strike, labour dispute, accident, war, riot, terrorist act, civil disorder, act of God, fire, flood or other emergency condition(s) and natural catastrophes. If such circumstances arise WE may terminate the Agreement and cancel the Event without any liability to YOU of any nature beyond the amounts already paid by YOU to US in advance. 16.2 If on account of alterations or decoration or reasons beyond OUR reasonable control as aforementioned, the specific room(s) and/or event space reserved for YOU cannot be made available, WE reserve the right to substitute similar or comparable room(s) and/or event space for the Event and such substitution shall be accepted by YOU as satisfactory performance of OUR obligations hereunder. 17. Limitation of Liability 17.1 Save as set out herein, all warranties, conditions, terms and representations relating to the Event and the Services (whether expressed or implied by statute, common-law, use or otherwise) are excluded as far as permitted by law, except in the case of fraud. In particular, WE: - 17.1.1 will not be liable for direct losses suffered by YOU in excess of any fees paid by YOU to US; and 17.1.2 will not be liable for any loss of profit, consequential loss or other damage or expense suffered by YOU as a result of any breach of the Agreement (including any delay in providing or failure to provide the Event and/or the Services) through the negligence of US or our employees, consultants, agents or sub-contractors (except in the case of personal injury or death (see clause 9.5 above)). 17.2 YOU and/or YOUR agreed delegate will attend the Event for its entire duration and will have sole responsibility for the supervision of anyone attending the Event. 17.3 YOU will indemnify US against all claims brought against US resulting directly or indirectly from the provision of the Services for the Event whether or not reasonably foreseeable, other than any claims resulting out of negligence or default by US, OUR employees, consultants, agents or sub-contractors. This is to include any claims brought by third parties who entered into contracts with either YOU or US for the Event, or the commencement of the Services for the Event. 18. Money Laundering YOU recognise the obligations on the part of YOURSELF/US and OUR associated companies to comply with The Money Laundering Regulations 2003, The Proceeds of Crime Act 2002 and all other UK and EU legislation applicable to combat money laundering, and in particular to comply with OUR relevant compliance procedures and that in so complying WE shall be entitled to pass verification of identity and address information of YOURSELVES to OUR associated companies and to make required disclosures to governmental authorities. 19. Contracts (Right of Third Parties) Act 1999 The Agreement shall not confer a benefit on any third party and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement. 20. Warranty of Authority If the Agreement is signed by an agent on behalf of a principal or in the name or on behalf of a limited company, corporation, partnership, association, club or society, the person signing represents and warrants that he/she has full authority to sign the Agreement and that in the event that he/she is not so authorised he/she will be personally liable to US for the faithful performance of the Agreement. 21. Notices Any notice hereunder shall be in writing and shall be duly served if served personally upon that party or sent by first class post or by facsimile transmission to the addresses set out in this Agreement, or, such other address as may have been notified by one party to the other in writing. Notices, invoices and other documents sent by first class post shall be deemed to have been received within 48 hours of the time of posting (if sent within the UK) or 5 days after the date of posting if sent from or to other destinations. Notices delivered by hand or facsimile shall be deemed to have been received on the date of delivery or transmission as the case may be. 22. General No failure or delay by either party in exercising any of their rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by any party of any breach of the Agreement by the other shall be considered a waiver of any subsequent breach of the same or any other provisions. 23. Entire Agreement 23.1 YOU confirm that YOU have not entered into the Agreement in reliance on any oral inducements, representations or warranties except where they are repeated in the Agreement and that the Agreement, being these Terms & Conditions and the contract to which they are attached, together comprise the entire agreement between the parties to the exclusion of any other terms & conditions whatsoever. 23.2 Terms used in these Terms and Conditions shall have the same meaning as referred to in the contract. 23.3 These Terms and Conditions can only be varied if agreed to by US in writing. 24. Law and Jurisdiction The Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts. 25. Mediation YOU hereby agree that all potential claims against US by YOU must first be subject to formal mediation before being pursued in the English Courts, the mediator/organisation to be appointed by the parties by agreement or, in default of agreement, by referral to the President of the Law Society. 26. Acceptance The correspondence between YOU and US (including YOUR compliance with the procedure set out in clause 2.2 above) as well as YOUR signature below shall be taken as confirmation of YOUR agreement with and acceptance of these Terms and Conditions. Client’s Name: Client’s Signature: Name of authorised Signatory: Position: Client’s Address: Date: Manor of Groves: Signature: Name of authorised Signatory: Position: Address: High Wych Sawbridgeworth Hertfordshire CM21 0JU Date: