Concessionaire Terms & Conditions

Freemans Event Partners ‘Concessionaries 2021 Terms & Conditions Contract

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 11 (LIMITATION OF LIABILITY).

  1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1          Definitions

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force including Freemans Event Partners (Concessions) Limited “Challenge 25” and “Conflict Management” policies and Freemans Rules which can be viewed on our website at https://freemanseventpartners.co.uk/

Community Database: Freemans register of Concessionaries and the operational pages of Freemans website available to Concessionaires.

Competent Authority: any statutory undertaking or any statutory public local or other authority or regulatory body or any court of law or government department or any of them or any of their duly authorised officers.

Concessionaire: the operator of the Outlet who is registered as a concessionaire on the Community Database.

Conditions: these terms and conditions as amended from time to time in accordance with clause 17.

Concession Fee: the amount by which the Freemans Percentage of Net Turnover exceeds the Site Rental Fee, if any.

Deposit: an amount payable by the Concessionaire on its acceptance of Freemans Offer of Work, as stated in such Offer of Work.

Event Organiser: the organiser of any event at which the Concessionaire operates the Outlet.

Freemans: Freemans Event Partners Limited, company number 09903992, whose registered office is at Unit 2 Quadrant Dist Centre, Quadrant Way, Hardwicke, United Kingdom, GL2 2RN.

Freemans Percentage: a percentage specified by Freemans prior to the operation of the Outlet at any particular Event, to be used in calculating the Freemans Percentage of Net Turnover, as part of the calculation of the Concession Fee.

Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

H&S Documents: evidence of the Concessionaire’s compliance with Freemans health and safety requirements, which is required to be uploaded to the Community Database annually.

Information Pack: information provided to the Concessionaire by Freemans in relation to any contract for Services that relates to the performance of those Services.

Necessary Consents: all planning permissions and all other consents, licences, permissions, certificates, authorisations and approvals whether of a public or private nature which shall be required by any Competent Authority for the operation of the Outlet at any Site.

Net Turnover: the aggregate amount of sales (excluding VAT or other sales tax) achieved by the operation of the Outlet and as demonstrated by the total of all End of Day electronic Z Readings.

Offer of Work: any offer of work made to a Concessionaire by Freemans to provide Services from the Outlet at any event.

Outlet: the unit to be used by the Concessionaire to provide the Services.

Services: the provision of food and drink from the Outlet.

Site: any place designated by Freemans or the Event Organiser for the location of the Outlet.

Site Rental Fee:  the cost payable by the Concessionaire for the right to occupy a Site during an event.

Stock: products to be sold from the Outlet as a result of the provision of the Services.

VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement tax and any similar additional tax.

1.2          Interpretation:

(a)          a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision;

(b)          any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;

(c)           a reference to writing or written includes email;

(d)          clause headings shall not affect the interpretation of this agreement.

1.3          A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006

 

  1. Community Database

2.1          These Conditions set out the rights and obligations of a Concessionaire and apply to any Services carried out by a Concessionaire pursuant to a contract for services resulting from of an Offer of Work, to the exclusion of any other terms that they may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2          In order to be able to receive Offers of Work, Concessionaire’s must remain registered members of the Community Database, including compliance. Community database is £50+ VAT (this fee is Non-Refundable and does not guarantee work) and will re-occur each year and to cancel this subscription, the must email: enquiries@freemanseventpartners.co.uk

2.3          Before any Offer of Work can be made to any Concessionaire, the Concessionaire must upload their H&S Documents to the Community Database.

 

  1. Offer of work from Freemans and Deposit

3.1          Whilst you remain registered as a Concessionaire, Freemans may provide you with Offers of Work via the Community Database from time to time at Freemans sole discretion. For the avoidance of doubt, Freemans is not obliged to make any Offers of Work to any Concessionaire.

3.2          The Concessionaire acknowledges that the rights granted by this agreement are personal to it and are not assignable and any Offer of Work may only be accepted by the Concessionaire.

3.3          The Concessionaire shall notify Freemans of its acceptance of any Offer of Work within 7 days.  Confirmation of acceptance must be accompanied by payment of a non-refundable Deposit. Failure to pay the Deposit shall not constitute a vaild acceptance of the Offer of Work by the Concessionaire.  A contract for Services shall only come into existence when the Concessionaire accepts the Offer of Work and pays the Deposit.

 

  1. Finance

4.1          Within 3 months prior to the event, Freemans will issue an invoice for the Site Rental Fee.   Payment of this invoice is due within 7 days of the invoice date.  Should the Concessionaire fail to pay the invoice by the due date, Freemans reserve the right to terminate any contract for Services.

4.2          Freemans shall raise a final invoice for the Concession Fee, if any, the costs of any power supplied to the Outlet, and any other charges documented and agreed with the Concessionaire prior to the event on the final invoice which shall be issued prior to the end of the event. Such invoice shall be payable immediately and Freemans reserve the right to collect outstanding balances throughout the event.

4.3          For the purposes of calculating the Concession Fee (please refer to the definition of Concession Fee in clause 1.1 above) the Concessionaire shall provide detailed takings records in relation to the provision of Services at the close of each event day as evidenced by end of day electronic Z readings from EPOS tills and Cash Registers..

4.4          For the avoidance of doubt, if the Site Rental Fee exceeds (is greater than) the Freemans Percentage of the Net Turnover, the Concessionaire shall not be entitled to any refund or partial refund of the Site Rental Fee.

4.5          Payments of Freeman’s invoicescan be made via BACS,  PDQ or in cash. Payments made in cash will incur an additional cash handling charge of 2%.

4.6          If there are any additional charges/credits or errors in relation to any fees payable by either party in relation to the event, these are to be resolved within 5 days from issue of the relevant invoice.  An revised invoice/(credit note) will be sent to the Concessionaire and payment of  the remaining balance must be made within 7 days of the invoice date.  Freemans have the right to charge interest on late payment at a daily rate of the base rate of the Bank of England from time to time plus 5%. Freemans shall also reserve the right to seize assets up to the value of the debt outstanding subsequent to the 7 day payment terms being breached.

4.7          London Living Wage – The London Living Wage is an hourly rate of pay.  It is calculated independently to reflect the high cost of living in the capital, giving a worker in London and their family enough to afford the essentials and to save.  If an event is held within London and the Concessionaire is obliged to pay its staff the London Living Wage, Freemans will compensate the Concessionaire for the uplift in hourly rate that it is obliged to pay.  To claim this compensation, the Concessionaire must complete the forms provided by Freemans and return them to Freemans within in the same month as the event.  Claims not completed within this period will not be eligible for compensation.

 

  1. Operational Standards

5.1          When providing any Services pursuant to an Offer of Work the Concessionaire agrees and undertakes to comply with the Concessionaire obligations set out in the Information Pack.

5.2          In addition, when providing Services the Concessionaire shall:

(a)          comply with all Applicable Laws;

(b)          be responsible for the safety and security of its staff delivering the Services and any person in the vicinity of the Outlets who could be at risk from its operation or transportation at all times that the Outlet is on Site and being transported to and from the Site;

(c)           comply with all of Freemans operational standards in force from time to time a copy of which can be found at https://freemanseventpartners.co.uk/become-a-vendor

5.3          Where any of the Concessionaire’s staff are in breach of the Freemans operational standards Freemans reserves the right to require the Concessionaire to remove those persons from the event and close the Outlet if there are insufficient staff remaining.

5.4          If there is any conflict between the requirements contained in the Information Pack and the provisions of clause 5.2, the requirements contained in the Information Pack shall prevail.

5.5          Appropriate records and certificates must be available for inspection by Freemans and its appointed representatives or any government agency or its appointed representatives at all times when the Services are being provided.

5.6          To keep copies of portable appliance testing and gas safety checks available for inspection at all times on each Outlet.

5.7          The Concessionaire shall allow Freemans and its appointed representatives to inspect any Outlet without notice to ensure the Concessionaire’s compliance with the terms of this agreement at any time

5.8          The Concessionaire shall ensure that Freemans or its appointed representatives are permitted to take samples of Stock free of charge at point of sale from the Outlet at any time without notice for testing.

5.9          The Concessionaire shall not play music from the Outlet without the prior written consent of Freemans and subject to Freemans satisfaction that the Concessionaire has the appropriate licences in place.

 

  1. Insurance

Throughout the Term the Concessionaire shall maintain in force, with a reputable insurance company, public liability insurance at an amount not less than £10m and employer’s liability insurance at an amount not less than £10m to cover the liabilities that may arise under or in connection with this agreement. Copies of both the current insurance certificates giving details of cover and the receipts for the current year’s premium in respect of each insurance must be uploaded onto the Community Database.

 

  1. Accreditation and Access to Site

7.1          The Concessionaire shall ensure that all vehicles used by the Concessionaire in locating the Outlet at the Site are properly licensed, have current MOTs and are fully insured. Only appropriately qualified drivers for the class of vehicle used may drive such vehicles either on Site or to and from venues. Any towing vehicles used must be suitable for the towing of the Outlet and drivers of towing vehicles must have had instruction on towing practice and safety measures.

7.2          Unless agreed otherwise in writing, Outlets must be installed on Site and ready for operation at least 48 hours before the opening of the relevant event.

7.3          Freemans shall organise appropriate numbers of passes to allow access to the Concessionaire onto Site. Such passes are strictly for the use of the Concessionaire’s staff and must not be transferred or sold to any other persion.  Any person found with a pass who is not a member of staff operating the Outlet may be removed from Site and not re-admitted during the period of any Event. Any support vehicles used in setting up the Outlet or belonging to the staff operating any Outlet must vacate the event ground before the public are admitted or otherwise when requested by Freemans or the Event Organiser.

7.4          Unless otherwise notified to the Concessionaire, camping at any Event is not included within the grant of rights pursuant to this agreement. Concessionaires are not permitted to use their Outlets or support vehicles on Site as accommodation.

 

  1. Termination

8.1          Registration as a Concessionaire is for a period of 12 months.  This agreement shall end on the last day of the period of 12 months from registration unless terminated earlier in accordance with its provisions.

8.2          Freemans may terminate this agreement and any contract for Services made pursuant to it on notice with immediate effect (or following such notice period as it sees fit) without affecting any other right or remedy available to it if:

(a)           the Concessionaire fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or

(b)          the Concessionaire commits a breach of any term of this agreement (other than failure to pay any amounts due under this agreement) and (if such breach is remedial) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c)           the Concessionaire repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with having the intention or ability to give effect to the terms of this agreement;

(d)          the Concessionaire gives any false or misleading information to Freemans or makes any misrepresentation in connection with the provision of Services pursuant to this agreement;

(e)          there are persistent valid complaints which continue to be made to Freemans about the quality of the service provided by the Concessionaire and, having received notice of such complaints, the Concessionaire fails to improve such service to the satisfaction of Freemans; or

(f)           the Concessionaire suspends, or threatens to suspend, payments of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or of having no reasonable prospect of doing so, in either case, within the meaning of Section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(g)          the Concessionaire commences negotiations with all or any class of its creditors with a view to re-scheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

(h)          a petition is filed, a notice is given, a resolution is passed, or any order is made, for or in connection with the winding up of the Concessionaire (being a company);

(i)            an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed over the Concessionaire (being a company);

(j)           the holder of a qualifying floating charge over the assets of the Concessionaire (being a company) has become entitled to appoint or has appointed an administrative receiver;

(k)          a person becomes entitled to appoint a receiver over all or any of the assets of the Concessionaire or a receiver is appointed over all or any of the assets of the Concessionaire;

(l)            a creditor or encumbrancer of the Concessionaires attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Concessionaire’s assets and such attachment or process is not discharged within 14 day;

(m)         the Concessionaire suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(n)          there is change of control of the Concessionaire.

8.3          Termination of this agreement shall not affect the rights of either party in connection with any breach of any obligation under this agreement or any contract for Services which existed at or before the date of termination.

 

  1. Consequences of termination

9.1          On termination or expiry of this agreement

(a)          the Concessionaire shall immediately pay to Freemans the full amount of all sums due and outstanding; and

(b)          no further Offers of Work shall be made.

 

  1. Notices

10.1        Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

(a)          delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b)          sent by email to:

(i)            Freemans: kim.jones@freemanseventpartners.co.uk ; and

(ii)          Concessionaire: the email address recorded in the Community Database for the Concessionaire.

10.2        Any notice shall be deemed to have been received:

(a)          if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

(b)          if sent by pre-paid first-class post or other next working day delivery service, at 1.00 pm on the second Business Day after posting or at the time recorded by the delivery service; and

(c)           if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

10.3        This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

 

  1. Limitation of Liability

11.1        Nothing in these Conditions limit or exclude Freemans liability for:

(a)          death or personal injury caused by its negligence;

(b)          fraud or fraudulent misrepresentation;

(c)           breach of the terms implied by section 12 of the Sale of Goods act 1979 (title and quiet possession); or

(d)          defective products under the Consumer Protection Act 1987.

11.2        Subject to clause 11.1, Freemans will under no circumstances whatsoever be liable to the Concessionaire, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Concessionaire’s registration as a Concessionaire, any Offer of Work or any contract for Services for:

(a)          any loss of profits, sales, business, or revenue;

(b)          loss or corruption of data, information or software;

(c)           loss of business opportunity;

(d)          loss of anticipated savings;

(e)          loss of goodwill; or

(f)           any indirect or consequential loss.

11.3        Subject to clauses 11.1 and 11.2, Freemans total liability to the Concessionaire in respect of all other losses arising under or in connection with the Concessionaire’s registration as a Concessionaire, any Offer of Work or any contract for Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the higher of:

(a)          the aggregate of all amounts paid to the Concessionaire during the then current 12 month period of the Freeman Concessionaire’s registration in which the claim is made; and

(b)          the amount actually received by Freemans as a result of a claim made by Freemans pursuant to its insurance in respect of such breach.

 

  1. Indemnity

12.1        The Concessionaire shall indemnify Freemans against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interests, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Freemans arising out of or in connection with:

(a)          the Concessionaire’s breach or negligent performance or non- performance of this agreement;

(b)          the enforcement of this agreement;

(c)           any claim made against Freemans by a third party arising out of or in connection with the provision of the Services to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Concessionaire, its employees, agents or sub- contractors;

(d)          any claim made against Freemans by a third party for death, personal injury or damage to property arising out of or in connection with defective Stock, to the extent that the defect in the Stock is attributable to the acts or omissions of the Concessionaire, its employees, agents or sub-contractors.

12.2        This indemnity shall apply whether or not Freemans has been negligent or at fault.

12.3        If a payment is due from the Concessionaire under this clause and is subject to tax (whether by way of direct assessment or withholding at its source) Freemans shall be entitled to receive from the Concessionaire such amounts as shall ensure that the net receipt, after tax, to Freemans in respect of the payment is the same as it would have been were the payment not subject to tax.

 

  1. Third party rights

13.1        Subject to clause 13.2 a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

13.2        Freemans may use a Group Company to provide the Services. Any debt due to Freemans or any Group Company may, for the purposes of debt recovery, be treated as a single debt owed to a single entity. Freemans and each Group Company shall be entitled to set-off any monies owed to the Concessionaire against any amounts due to Freemans or any Group Company.

 

  1. Entire agreement

14.1        This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and undertakings between them, whether written or oral, relating to its subject matter.

14.2        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 this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

 

  1. Assignment and other dealings

15.1        Freemans may at any time assign, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

15.2        The Concessionaire shall not assign, transfer, mortgage, charge, sub- contract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement

  1. Confidentiality

16.1        Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 16.2 .

16.2        Each party may disclose the other party’s confidential information:

(a)          to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising that party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 16; and

(b)          as may be required by law, or court of competent jurisdiction or any governmental or regulatory authority.

16.3        No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

  1. Data Protection

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 17 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 17, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.

 

  1. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

 

  1. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right of remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

  1. Rights and remedies

The rights and remedies provided under this agreement are in addition to and not exclusive of any rights or remedies provided by law.

 

  1. Severance

21.1        If any provision or part provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

21.2        If any provision or part provision of this agreement is deemed deleted under clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

  1. No partnership or agency

22.1        Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party of the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

22.2        Each party confirms it is acting on its own behalf and not for the benefit of any other person.

 

  1. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

 

  1. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

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