Terms & Conditions for Teesside Vending
Welcome to the Snack-Tastic World of Teesside Vending!
Hey there, Teesside businesses! Danielle and Mark, your local vending champs, bring you top-notch vending services with a smile. At Teesside Vending, we’re all about delivering snacks, drinks, and combo machines with skill, care, and a dash of fun. These Terms and Conditions are the rulebook for our vending adventures together, ensuring everything runs smoothly in true Teesside style!
Definitions and Interpretation
1.1 Let’s Get the Lingo Straight!
Unless the context says otherwise, here’s what we mean when we use these terms:
“Agreement”: The deal between Teesside Vending and you, our awesome Client, incorporating these Terms and Conditions (or any tweaks we both agree on) to guide our vending services.
“Business Day”: Any weekday (Monday to Friday) when UK banks are open for business—no weekends or bank holidays here!
“Client”: That’s you—the fantastic business or organization signing up for our vending services, as named in the Agreement.
“Commencement Date”: The kickoff date when we start vending, as set out in the Agreement.
“Confidential Information”: Any info we share with each other under the Agreement (spoken, written, or digital) that’s meant to stay hush-hush, whether marked as confidential or not.
“Fees”: The money you pay us for our vending magic, as detailed in the Agreement.
“Services”: The vending machine awesomeness we provide—snacks, drinks, or combo machines—fully described in the Agreement and governed by these terms.
“Term”: How long our Agreement lasts, as defined in the Agreement.
1.2 A Few Ground Rules for Reading This:
“Writing” includes emails, faxes, or similar electronic messages.
References to laws mean the latest versions as amended in the UK.
“These Terms and Conditions” means this document, updated as needed.
Clauses refer to sections here or in the Agreement, depending on context.
“Party” or “Parties” means you and Teesside Vending.
Singular words include plural, and vice versa.
Gender references are inclusive (e.g., “he” includes “she” or “they”).
“Persons” includes businesses or corporations.
1.3 Heads-Up!
The headings are just for ease and don’t affect how these terms are interpreted.
Provision of Our Vending Services
2.1 Ready to Vend with Flair!
From the Commencement Date, Teesside Vending will roll out our snack-tastic Services for you throughout the Agreement’s Term.
2.2 Top-Notch Quality, UK-Style
We’ll deliver our Services with the skill and care you’d expect from pros in the UK vending industry, keeping your Teesside workplace happy and fueled.
2.3 Following Your Lead
We’ll stick to your reasonable instructions, as long as they match the Services outlined in the Agreement.
2.4 Playing by the Rules
Teesside Vending will comply with all UK laws, regulations, and standards (e.g., Consumer Rights Act 2015, Health and Safety at Work Act 1974) relevant to our vending services.
2.5 Acting for You
We may act on your behalf for specific vending-related tasks (not listed in the Agreement but agreed as needed), keeping things smooth and snack-filled.
2.6 Flexible Snack Solutions
If you want changes to the Services (e.g., more healthy snacks), we’ll do our best to make it happen. Any tweaks to Fees will be reasonable and agreed upon first.
Your Role as Our Vending Partner
3.1 Share the Snack Scoop
You’ll provide all the info we need to deliver our vending Services—like your location’s needs or preferences in Teesside.
3.2 Give Us a Heads-Up
You can issue reasonable instructions about our Services, as long as they align with the Agreement.
3.3 Quick Decisions, Please!
If we need your approval or input to keep vending, you’ll get back to us promptly so we can keep the snacks flowing.
3.4 Permits and Permissions
You’re responsible for getting any necessary consents (e.g., landlord approval, local authority permits) before we install vending machines.
3.5 Access Granted
If we need to get into your Teesside location (e.g., office, hospital), you’ll ensure we have access at agreed times.
3.6 Delays Aren’t Our Fault
If delays happen because you couldn’t provide info, permissions, or access, that’s on you—not Teesside Vending!
Fees, Payments, and Keeping Track
4.1 Paying for the Vending Vibes
You’ll pay the Fees as outlined in the Agreement, keeping our snack machines stocked and ready.
4.2 Invoicing Like Pros
We’ll send you invoices for Fees as per the Agreement’s terms.
4.3 Pay on Time
Payments are due within 30 Business Days of receiving our invoice, in GBP, via bank transfer to our nominated UK account, without deductions unless required by UK tax law (e.g., withholding tax under HMRC rules).
4.4 Late Payments
If payment is late, we’ll charge interest at 3% above the Bank of England base rate, calculated daily, until you settle up (per Late Payment of Commercial Debts (Interest) Act 1998).
4.5 Keeping Records
Both of us will keep accurate records of payments. At reasonable request, we’ll let each other inspect or copy these records (related to Fees) to ensure transparency, as required by UK regulations.
Liability, Indemnity, and Insurance
5.1 We’re Covered
Teesside Vending will maintain suitable insurance, including public liability insurance, as required by UK law (e.g., Employers’ Liability (Compulsory Insurance) Act 1969).
5.2 Fixing Mistakes
If we don’t deliver Services with reasonable care and skill (per Consumer Rights Act 2015), we’ll fix any issues at no extra cost to you.
5.3 Limited Liability
Our total liability for losses due to our negligence or breach of the Agreement is capped at the amount specified in the Agreement.
5.4 Your Responsibility
We’re not liable for losses caused by you ignoring our instructions (e.g., improper use of machines).
5.5 Serious Matters
Nothing in these terms limits our liability for death or personal injury caused by our negligence (per UK law).
5.6 Indemnity
We’ll cover any costs or claims arising from our breach of the Agreement. You’ll cover any damage to our equipment caused by you or your team.
5.7 Uncontrollable Events
Neither of us is liable for delays or failures due to causes beyond our control (e.g., power outages, vandalism).
Our Snack-Tastic Guarantee
6.1 Quality You Can Trust
We guarantee our vending machines and Services will be defect-free for the period specified in the Agreement.
6.2 Free Fixes
If any defects pop up during the guarantee period, we’ll sort them out at no cost to you, keeping your Teesside spot snack-ready!
Keeping Things Hush-Hush
7.1 Confidentiality is Key
Both parties will:
Keep Confidential Information private.
Not share it with others without written permission.
Use it only for the Agreement’s purposes.
Not copy or share it without consent.
Ensure employees or subcontractors follow these rules.
7.2 Exceptions
We can share Confidential Information with:
Subcontractors or suppliers, if needed for vending Services.
UK authorities, if required by law (e.g., HMRC, GDPR compliance).
Employees, as necessary, with confidentiality agreements in place.
Info that’s already public (not our fault!).
7.3 Forever Confidential
These confidentiality rules apply even after the Agreement ends, per Data Protection Act 2018 and GDPR.
Force Majeure (When Things Get Wild)
8.1 No Blame for Big Surprises
Neither party is liable for delays or failures due to events beyond our control, like power cuts, storms, or government restrictions (e.g., COVID-19 lockdowns).
8.2 Termination Option
If a force majeure event lasts longer than the period in the Agreement, either party can terminate with written notice. We’ll agree on fair payment for Services provided up to that point.
Term and Termination
9.1 Let’s Get Started
The Agreement starts on the Commencement Date and runs for the Term specified, subject to these terms.
9.2 Extending the Fun
Either party can extend the Agreement for another 180 days by giving 180 days’ written notice, with mutual consent.
9.3 Ending Early
Either party can end the Agreement with 180 days’ written notice after the minimum Term.
9.4 Immediate Termination
Either party can terminate immediately if:
Payments are unpaid for 60 Business Days.
The other breaches the Agreement and doesn’t fix it within 60 Business Days (if fixable).
The other faces insolvency, liquidation, or similar (per Insolvency Act 1986).
The other stops or threatens to stop business.
Control of the other changes (per Corporation Tax Act 2010).
9.5 No Harm Done
Termination doesn’t affect other rights or remedies for breaches.
Effects of Termination
10.1 Settling Up
Any owed sums become due immediately upon termination.
10.2 Surviving Clauses
Clauses that apply post-termination (e.g., confidentiality) stay in effect.
10.3 No Prejudice
Termination doesn’t affect your rights to claim damages for breaches.
10.4 No Further Duties
Except for accrued rights, neither party owes the other after termination.
10.5 Return Secrets
Both parties must stop using and return Confidential Information (except as allowed in Clause 7).
10.6 Termination Discount
If the Agreement is terminated early, you’ll get a 5% discount on Fees for the remaining Term.
No Waiver
No delay in using our rights means we’re giving them up, and one waiver doesn’t cover future breaches.
Further Assurance
We’ll both do what’s needed (e.g., sign documents) to make the Agreement work smoothly
Costs
Each party pays their own costs for negotiating and signing the Agreement, unless stated otherwise.
No Set-Off
No one can deduct or withhold payments due under the Agreement without agreement, per UK contract law.
Assignment and Sub-Contracting
15.1 Personal Deal
Neither party can assign or transfer the Agreement without the other’s written consent (not unreasonably withheld).
15.2 Our Helpers
Teesside Vending can use qualified subcontractors (e.g., for machine maintenance) to deliver Services, and their actions count as ours.
Time Matters (or Not)
16.1 Time is Key
All times and dates in the Agreement are binding unless we mutually agree to change them.
Just Business, Not Besties
The Agreement is a contract, not a partnership or agency, keeping things clear and professional.
No Poaching
18.1 Hands Off Our Team
Neither party can hire the other’s employees or contractors during the Agreement or for a period after (defined in the Agreement) without written consent.
18.2 Hands Off Our Clients
Neither party can poach the other’s customers during or after the Agreement (for a set period) without consent, to protect our Teesside business.
Third Party Rights
19.1 No Outsiders
Per the Contracts (Rights of Third Parties) Act 1999, this Agreement doesn’t give rights to anyone not signing it.
19.2 Binding Anyway
The Agreement binds successors or assignees, subject to Clause 15.
Notices
20.1 In Writing
Notices must be written and signed by an authorized person.
20.2 How Notices Work
Notices are valid when:
Delivered by courier during business hours.
Sent by fax or email with a successful transmission report.
Mailed by UK post (5 Business Days) or airmail (10 Business Days).
Sent to the latest address, email, or fax provided.
Entire Agreement
21.1 This Is It
The Agreement is the full deal, and changes must be written and signed by both parties.
21.2 No Side Promises
We rely only on what’s in the Agreement, and implied terms are excluded as allowed by UK law (e.g., Sale of Goods Act 1979).
Counterparts
The Agreement can be signed in multiple copies, each an original, but together they’re one deal.
Severance
If any part of these terms is invalid or unenforceable (per UK law), the rest stays valid and enforceable.
Dispute Resolution
24.1 Let’s Talk First
We’ll try to resolve disputes through friendly negotiations between authorized reps.
24.2 Alternative Dispute Resolution (ADR)
If talks fail within 60 days, we’ll try an agreed ADR process in good faith.
24.3 Arbitration
If ADR doesn’t work within 60 days, or if one party opts out, disputes go to arbitration under the Arbitration Act 1996, seated in England and Wales. If we can’t agree on arbitrators or rules, either party can ask the Chartered Institute of Arbitrators to step in.
24.4 Court Option
Either party can seek interim court relief (e.g., injunctions) if needed.
24.5 Binding or Not
Arbitration outcomes are final and binding unless otherwise agreed.
Law and Jurisdiction
25.1 UK Law Rules
The Agreement is governed by the laws of England and Wales, per UK legal standards.
25.2 Courts of England and Wales
Disputes (subject to Clause 24) go to the courts of England and Wales for resolution.
UK Regulatory Compliance
This document complies with key UK regulations, including:
Consumer Rights Act 2015: Ensures Services are provided with reasonable care and skill (Clause 2.2, 5.2).
Data Protection Act 2018/GDPR: Protects Confidential Information and personal data (Clause 7).
Late Payment of Commercial Debts (Interest) Act 1998: Applies interest to late payments (Clause 4.4).
Contracts (Rights of Third Parties) Act 1999: Excludes third-party rights (Clause 19.1).
Arbitration Act 1996: Governs dispute resolution (Clause 24.3).
Insolvency Act 1986: Addresses termination for insolvency (Clause 9.4).
Clear Language: Written in plain, transparent language to meet UK consumer protection standards.