1. INTERPRETATION
In these Conditions the following terms shall, where the context so allows, have the following meanings:

1.1 “Paul Thomas Flowers” shall mean Paul Thomas Flowers Limited of Arch 83 Queens Circus, Queenstown Road, London, SW8 4NE.

1.2 “The Client” shall mean the person named in the Proposal for whom Paul Thomas Flowers has agreed to provide the Services in accordance with these Terms

1.3 “The Contract” shall mean the contract for the provision of the Services on the terms hereof,

1.4 “The Product” shall mean the flower and plant selections/floral arrangements attached to or referred to in the Proposal or agreed from time to time between Paul Thomas Flowers and the Client

1.5 “The Proposal” shall mean the written proposal sent to the client with a description of the service to be provided including all the associated costs, and for the avoidance of doubt, should be read in conjunction with these Terms

1.6 “The Terms” shall mean these terms and conditions

1.7 “Paul Thomas Flowers Staff” shall mean all or any personnel, (which shall include full time employees of Paul Thomas Flowers or freelance staff as the case may be) supplied by Paul Thomas Flowers attending the Event at the Venue

1.8 “The Event” shall mean the event at which the Services are to be supplied,

1.9 “The Venue” shall mean the building or place in which the Services are to be provided,

1.10 “Payment on Account” shall mean such payment received by Paul Thomas Flowers from the Client specified in the Proposal,

1.11 “Equipment” shall mean all or any items used by Paul Thomas Flowers in connection with the provision of these Services including (but without prejudice to the generality of the foregoing) items of hardware, props, equipment, cleaning equipment or all or any other items whether such equipment belongs to or is hired or rented or borrowed by or on behalf of Paul Thomas Flowers,

1.12 “The Total Costs” shall mean the total price inclusive of VAT to be paid by the Client to Paul Thomas Flowers for the provision of the Services specified in the Proposal,

1.13 “The Services” shall mean the service to be provided by Paul Thomas Flowers pursuant to the Contract which shall include (but without limitation):
   1.13.1 The provision of flowers and hardware in accordance with the Proposal.
   1.13.2 Adequate Staff (in suitable attire) for the installation of the Event.
   1.13.3 Such Equipment as may be necessary for the installation of the Event and for the provision of the Services, save as provided by the Client or the Venue.
   1.13.4 Adequate Staff and Equipment for the removal of the installation from the Venue and for the cleaning and tidying of all Equipment and of the Venue.
   1.13.6 Any additional services or items specified in the Proposal.

1.14 “Paul Thomas Flowers’ Published Literature” shall mean all information published at the date hereof on the website.

1.15 The headings in these Terms are for convenience only and shall not affect their interpretation.

2. PAUL THOMAS FLOWERS’ OBLIGATIONS
2.1 Subject as provided below, Paul Thomas Flowers shall use its reasonable endeavours to provide the Services at the Venue on the date and time specified in the Proposal.

2.2 Without Prejudice to the generality of 2.1, Paul Thomas Flowers may substitute any flower or plant referred to in the Proposal or any item of Equipment or any other aspect of the Services if the provision of the item in the Services shall be impractical by reasons of availability or price or quality and Paul Thomas Flowers shall not be liable to refund or compensate the client in such regard provided always that such item shall be replaced or substituted with an item of similar or no lower value and quality and that in the reasonable opinion of Paul Thomas Flowers the overall quality and nature of the Services and of the Event shall not be materially diminished or altered. Images used in the Proposal are for illustrative purposes only.

2.3 Paul Thomas Flowers shall provide the Services to the Client in accordance with the Proposal and otherwise in accordance with Paul Thomas Flowers’ Published Literature subject to these Terms.

2.4 Paul Thomas Flowers may at any time and without notification or liability to the Client make any changes to the Services such as are reasonably necessary to comply with any applicable legislation, regulation, licensing requirement, planning requirement or direction of any competent authority whether relating to the Venue or otherwise provided always that Paul Thomas Flowers shall use its reasonable endeavours to procure that such amendment to the Services does not materially alter or diminish the nature or quality of the Services.

3. CLIENT’S OBLIGATIONS
3.1 The Client shall at its own expense supply Paul Thomas Flowers with any additional information not contained in the Proposal that Paul Thomas Flowers may reasonably require in order to provide the Services.

3.2 The Client will not produce or distribute publicity literature or other documentation or publicity release on social media or elsewhere, relating to the Services to be provided by Paul Thomas Flowers at the Event without the prior approval thereof by Paul Thomas Flowers, such approval not to be unreasonably withheld or delayed.

3.3 The Client agrees that, except by opting out in writing, that Paul Thomas Flowers may produce or distribute publicity literature or other documentation or publicity release on social media or elsewhere, relating to the Services provided by Paul Thomas Flowers after the Event without the prior approval thereof by the Client.

3.4 Photographs of the Product and/or Equipment captured by Paul Thomas Flowers either at the Venue during the Event or elsewhere remain the property of Paul Thomas Flowers and the Client agrees that the imagery can be used in whatever capacity Paul Thomas Flowers deems appropriate, unless the Client specifies otherwise in writing.

3.5 The Client shall procure access to the Venue at such times and at such periods for the purpose of the proper organisation and preparation of the Services as may be necessary.

3.6 The Client shall attend the Venue with Paul Thomas Flowers at such times and occasions as Paul Thomas Flowers may reasonably consider to be necessary for the proper organisation and preparation of the Services and in any event not less that once prior to the Event.

3.7 The risk in the Product and/or Equipment transfers from Paul Thomas Flowers to the Client once delivery and installation are complete. Upon said completion, the Client shall be responsible for the cost of repair or replacement of any Equipment which shall be lost or damaged in connection with the provision of the Services or the repair, cleaning or replacement of any part of the Venue which shall be damaged in connection with the provision of the Services save to the extent that such is covered by insurance and provided always that Paul Thomas Flowers shall use its reasonable endeavours to protect and care for the Equipment.

3.8 The Client will agree and accept that the lifespan of the Product will vary dependent on season and environmental conditions which are out of Paul Thomas Flowers’ control.

3.9 Any samples made for the Client shall be chargeable to the Client

4. ALTERATION TO THE SERVICES
4.1 Paul Thomas Flowers shall be under no obligation to agree to any amendment to the Services later than one week prior to the date of the Event specified in the Proposal.

4.2 Any amendment to the Services by the Client shall be notified in writing to Paul Thomas Flowers.

4.3 Paul Thomas Flowers shall use its reasonable endeavours to comply with any request by the Client made more than one week prior to the Event to amend the Services and (if requested) to provide a revised price or specification of the Services as may be appropriate as soon as reasonably practicable after receipt of such request.

4.4 In the event that the amendment to the Services requested by the Client shall, in the reasonable opinion of Paul Thomas Flowers, amount to a fundamental change in the Services then Paul Thomas Flowers may, at its absolute discretion, by notice to the client within not more than 14 days of receipt of such written request, treat such request received from the client as being a notice of termination by the Client.

4.5 For the purposes of this clause 4 an amendment to the Services shall be considered to be fundamental if the resultant change to the Agreed Cost would be likely to exceed 25% of the Total Costs or if the date of the Event shall change or if provision of the Services as amended would be impractical, impossible or unlawful bearing in mind all applicable circumstances including the Venue and the date of the Event.

5. CHARGES
5.1 Subject to any special terms agreed with the Client, all charges shall be based upon the Proposal, together with any additional sums which, at Paul Thomas Flowers’ sole discretion, are required as a result of the Client’s instructions or a lack thereof or the inaccuracy of any details or information supplied in relation to the Venue or the Services and all such Charges shall be notified to the Client by Paul Thomas Flowers in writing.

5.2 All charges quoted to the Client for the provision of the Services in the Proposal are exclusive of commission and VAT for which the Client shall be additionally liable at the applicable rate.

5.3 If payment is not made on the due date, Paul Thomas Flowers shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount at the rate of 4% above the base rate from time to time of Barclays Bank Plc accruing on a daily basis both before and after judgment together with all costs and losses incurred by Paul Thomas Flowers in the exercise of its rights under these Terms.

5.4 Paul Thomas Flowers reserves the right to charge extra if the preparation and organisation of the Event is extended as a result of action or inaction of the client, including without prejudice to the generality of the foregoing, any variation or delay in the Client giving a confirmatory instruction to Paul Thomas Flowers.

6. PAYMENTS
6.1 If the Client and Paul Thomas Flowers agree the Contract 8 weeks or more before the Event, then the Client shall pay Paul Thomas Flowers 50% of the estimated Total Costs in full and cleared funds 8 weeks before the Event, half of which payment forms a non- refundable deposit, and the balance of the Total Costs shall be payable in full and cleared funds by the Client to Paul Thomas Flowers no later than 2 weeks before the Event.

6.2 If the Client and Paul Thomas Flowers agree the Contract less than 8 weeks before the Event, then the Client shall pay Paul Thomas Flowers 50% of the estimated Total Costs in full and cleared funds on the date of the Proposal being approved, half of which forms a non- refundable deposit, and the balance of the Total Costs shall be payable in full and cleared funds by the Client to Paul Thomas Flowers no later than 2 weeks before the Event.

6.3 Any additions to the Total Costs will be payable in full and cleared funds by the Client to Paul Thomas Flowers within 30 days after the Event.

6.4 Where payments are made by credit or debit card we do not store credit card details nor do we share customer details with any 3rd parties.

7. PAUL THOMAS FLOWERS STAFF
7.1 Paul Thomas Flowers’ Staff shall be charged to the Client to include setting up and preparation of the Event at the Venue and all cleaning and removal of Equipment after the Event, as detailed in the Proposal.

7.2 In the event of any delay to installation and completion of the Event or in the clearing or vacation of the Venue or in the return of any Equipment to its provider for any reason other than the negligent or malicious action or inaction of Paul Thomas Flowers then the Client shall be liable for all costs of and relating to the Paul Thomas Flowers Staff and the Equipment.

8. VENUE
Save as specifically provided elsewhere and agreed between the Client and Paul Thomas Flowers, Paul Thomas Flowers shall accept no responsibility in respect of insuring the Venue or its fabric or contents and the Client accepts full liability in this regard and shall indemnify and hold indemnified Paul Thomas Flowers against all or any loss claim or damage arising in respect of the Venue out of the provision of the Services.

9. CANCELLATION
9.1 In the event that the Client shall cancel or be deemed to cancel the Event less that 8 weeks but more than 2 weeks prior to the dated specified in the Proposal then the Client shall be liable for 25% of the Total Costs in addition to all out of pocket disbursements or costs of Paul Thomas Flowers in relation to the proposed provision of Services, credit being given for any additional Payment on Account already paid.

9.2 In the event that the Client shall cancel or be deemed to cancel the Event less than 2 weeks prior to the date specified in the Proposal then the Client shall be liable for 100 percent of the Total Costs in addition to all out of pocket disbursements or costs of Paul Thomas Flowers in relation to the proposed provision of the Services, credit being given for any additional Payment on Account already paid.

9.3 In the event that it shall become impossible, unlawful or impractical for Paul Thomas Flowers to provide the Services (save as a result of any negligent or malicious action or inaction by Paul Thomas Flowers) then Paul Thomas Flowers may, by notice in writing to the Client, terminate the Contract and return to the Client any balance of the Payment on Account remaining after settlement of all or any costs, expenses or liabilities howsoever incurred in respect of the proposed provision of the Services whereupon all further obligations or liabilities owed by one party to the other out of or in connection with the Contract shall determine.

10. WARRANTIES & LIABILITY
10.1 Paul Thomas Flowers warrants to the Client that the Services will be provided using reasonable care and skill and as far as reasonably possible in accordance with the Proposal and at the Venue and on the date and at the time specified.

10.2 Paul Thomas Flowers shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation howsoever arising in connection with the provision of the Services save in the case of gross negligence or malicious conduct.

10.3 Except in respect of death or personal injury caused by Paul Thomas Flowers’ negligence or as expressly provided in these Terms, Paul Thomas Flowers shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the express terms of the Contract for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Paul Thomas Flowers, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client or from the Venue and the entire liability of Paul Thomas Flowers under or in connection with the Contract shall not exceed the amount of the Total Costs except as expressly provided in these Terms.

10.4 Paul Thomas Flowers shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of its obligations in relation to the Services if delay or failure thereof was due to any cause beyond Paul Thomas Flowers’ reasonable control.

11. INSURANCE
11.1 Paul Thomas Flowers shall maintain Public Liability Insurance in the amount of
£5,000,000 for each event.

11.2 Paul Thomas Flowers shall maintain Employer’s Liability Insurance in the amount of
£10,000,000.

11.3 Paul Thomas Flowers accepts no responsibility or liability to the Client regarding the implementation or maintenance of insurance with regard to the Event and it shall be the responsibility of the Client to arrange and maintain all appropriate insurance cover whether required by applicable statute, Regulation or otherwise in respect of the Event and the Venue.

11.4 Paul Thomas Flowers recommends that the Client should procure appropriate insurance for the Event in respect of an event of Force Majeure and/or an Act of God.

12. GENERAL
12.1 These Terms (together with the terms if any, set out in the Proposal) constitute the entire agreement between the parties and supersede any previous agreement or understanding between them and may not be varied except in writing between the parties and all other terms expressed or implied by statute or otherwise are excluded to the fullest extent permitted by law.

12.2 A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its address specified in the Proposal or in these Terms.

12.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Contract by the other shall be considered to be a waiver of any subsequent breach of the same or any other provision.

12.4 If any provision of these Terms is held by any Court or other competent authority to be invalid or unenforceable in whole or in part then the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

12.5 Any dispute arising under or in connection with these Terms over the provision of the Services shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on application of either party by the president for the time being of the Institute of Chartered Accountants for England and Wales (ICAEW).

12.6 This Contract shall be read and interpreted in accordance with English Law and the parties hereto irrevocably submit to the exclusive jurisdiction of the Supreme Court of England and Wales.