For over 150 years, the world’s best players have faced the unrelenting challenge of links golf at The Open, golf’s oldest championship.Find out more
1.1 In these Conditions, unless the context otherwise requires:
1.2 The headings in these Conditions are inserted only for convenience and shall not affect their construction.
1.3 Where appropriate, words importing the male, female or neuter genders shall include the other genders and words denoting a singular number only shall include the plural and vice versa.
1.4 Any reference to a Condition shall be construed as a reference to one of these Conditions.
1.5 If there is any inconsistency between the Conditions and the Booking Form, priority shall be given first to the Conditions, then to the Booking Form.
1.6 In these Conditions the words "other", "includes", "including" and "in particular" do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible.
2.1 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any quotation, letter or other documentation or communication between Sodexo and the Customer and the provisions of these Conditions shall prevail unless expressly varied in writing and signed by a director on Sodexo’s behalf.
2.2 No variation to the Booking Form shall be binding unless expressly agreed to in writing by Sodexo and signed on its behalf.
2.3 The rights provided in these Conditions are cumulative and shall not be deemed exclusive of any other rights to which either party may be entitled under the Contract or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise.
2.4 Where the Contract only relates to the provision of food and beverages as part of a hospitality package at an Event, these
Conditions shall apply only in so far as they are relevant to that situation.
3. Formation of Contract
3.1 The Contract is formed when Sodexo receives the Customer’s signed Booking Form or the receipt of any Deposit payable (if applicable). No Booking shall be binding on Sodexo until Sodexo issues a confirmation of acceptance. Signature by Sodexo of the Booking Form shall be confirmation of acceptance subject to counter-signature by the Customer.
4. Appointment of Sodexo
4.1 The Customer appoints Sodexo as the Customer's exclusive provider of the Services at the Event.
4.2 The Customer shall not hinder or delay or otherwise prevent Sodexo's performance of the Services and the Customer shall provide Sodexo with all reasonable assistance and cooperation for Sodexo to perform its obligations under the Contract in relation to the Event.
4.3 The Customer shall promptly:
5. Sodexo Obligations
5.1 Sodexo shall perform the Services with all reasonable care and skill in accordance with generally recognised commercial practices and standards in the industry for services substantially similar to the Services and in accordance with all legislation, statutes, regulations and other enactments having the force of law from time to time which are applicable to the provision of the Services.
5.2 Whilst every reasonable effort will be made to ensure the Services are in accordance with the details set out in the Booking Form, Sodexo reserves the right in its sole discretion to make any changes to the Services which do not in Sodexo’s reasonable opinion materially affect the quality of the Services.
5.3 Subject to these Conditions, Sodexo reserves the right to vary the services described in its brochures and on its website, including prices and descriptions. The brochures and any associated information are provided for general information only and the information contain in them will not be part of the Contract.
6. Customer Obligations
6.1 The Customer shall:
6.2 Any materials, goods, supplies or other items delivered, held or stored on the Premises on the Customers behalf shall be at the Customers sole risk and Sodexo shall not be liable for any loss or damage howsoever caused to such items. The Customer shall immediately provide full details of any such items to Sodexo upon reasonable request. The Customer shall ensure all such items are removed from the Premises no later than the end of the last day of its Booking and in the event any such items are not removed Sodexo shall arrange for such removal and the Customer shall be liable for all Sodexo’s charges in relation to such removal which it shall pay in full immediately upon receipt.
6.3 The Customer confirms that they are buying the Services as a consumer for their own use and accordingly do not intend to resell the Services.
7. Charges and Payment
7.1 The Charges shall be inclusive of VAT and all other applicable taxes which shall be paid by the Customer.
7.2 The Charges for the Event will be due and payable in cleared funds (without right of set-off, counterclaim or other deduction) as set out below:
a. any Deposit (if applicable) shall be paid by the Customer within 14 days of the date of Sodexo’s invoice;
b. an invoice detailing the amount of the Charges outstanding (less any Deposit if applicable) shall be sent by Sodexo to the Customer and the Customer shall pay the Charges, or remainder thereof (if applicable) in full no later than 14 days from the date of such invoice;
c. if the Booking is made less than 90 days before the date of the Event then all Charges shall be due and payable at the time the Booking is made.
7.3 The time of payment shall be of the essence in the Contract. If the Customer fails to make a payment of the Charges in accordance with these payment due dates then Sodexo may cancel the Booking and this shall be construed as a Cancellation by the Customer and the provisions of Condition 9.3 shall apply.
7.4 If the number of Guests that attend the Event is less than the number of Guests specified in the Booking Form then Sodexo will charge the Customer and the Customer shall pay for the number of Guests specified on the Booking Form.
7.5 If the number of Guests that attend the Event is greater than the number of Guests specified on the Booking Form then Sodexo will charge the Customer and the Customer shall pay for the actual number of Guests in accordance with Condition 7.5. Sodexo's prior written approval is required for any number of Guests which is more than the Guests specified on the Booking Form as there may restrictions on the number of Guests that can be accommodated.
7.6 If the number of Guests that attend the Event is greater than the number of Guests specified in the Booking Form, in accordance with Condition 7.5 Sodexo will charge the Customer for each additional Guests at the rate agreed in the Booking Form per Guest (“Additional Charges”) and if a payment card has been used then the Customer authorises Sodexo to charge this amount to the payment card used for the Booking. Alternatively, Sodexo will issue an invoice to the Customer following the Event for such Additional Charges which shall be payable by the Customer within 7 days of the date of such notice.
7.7 Without prejudice to any other rights and remedies that Sodexo may have, if Sodexo does not cancel the Booking in the circumstances set out in Condition 7.3 and any payment in relation to this Contract is overdue, Sodexo shall be entitled to charge daily interest at the rate of 3% above the HSBC plc base rate until such time as payment is made.
7.8 If the Customer pays any amount by debit or credit card, the card shall be charged at the time such payment is made and the Customer authorises Sodexo to charge to its debit or credit card (as appropriate) any Charges which the
Customer incurs in respect of the Event and which remain unpaid at the conclusion of the Event.
7.9 If the Customer pays any amount by credit card, a surcharge of 1.5% shall be incurred in addition to the Charges. (American Express card payments will incur a 3% surcharge).
7.10 If, within 5 Business Days of the date of receipt of an invoice from Sodexo for any sum due under the Contract, the Customer has not notified Sodexo that it disputes whether amounts contained in such invoice are properly due it shall be deemed to have accepted that the sums stated as payable are properly due and to have waived all its rights to subsequently dispute whether those sums are due.
7.11 Save in relation to any Additional Charges, any additional fees or charges for any additional goods or services provided by or on behalf of Sodexo for the Customer at the Event at the Customers request which are not included in the Charges and the Services, shall be paid for in full by the Customer by an authorised credit card in accordance with Condition 7.6 (if applicable) or by invoice as set herein.
8. Changes to Charges
8.1 Sodexo publish price lists on an annual basis. The Charges for the Booking are the Charges set out in the price list that is in effect on the date of the Event not the price list that is in effect on the date the Booking was made.
8.2 Sodexo will make reasonable efforts to provide accurate information on the Charges. In some circumstances, a Booking is made that is outside of the period covered by Sodexo's current price list. If this is the case, then Sodexo will advise the Customer when the price list that covers the Event becomes available.
8.3 In the event Sodexo is forced to increase the Charges pursuant to Condition 8.1, Sodexo shall invoice the Customer for such additional counts in accordance with Condition 7.6 (if applicable) or by invoice as set herein.
9 Cancellation by Customers
9.1 Any cancellation of a Booking must be by notice in writing and any refund (if any) of Charges and/or Deposit (if any) by Sodexo shall be in accordance with this Condition 9.
9.2 The Customer may cancel its Booking within 5 Business Days of the date on which it sent the signed Booking Form to Sodexo and Sodexo will refund in full any Deposit (if applicable) and/or Charges that have been paid. If the Booking is made less than 90 days before the date of the Event then this clause will not apply and Sodexo will refund the Charges as set out in Condition 9.3 below.
9.3 Without prejudice to any other rights and remedies Sodexo may have and Condition 9.2, if the Customer cancels the Booking Sodexo will refund the Charges as set out below:
10 Cancellation by Sodexo
10.1 Sodexo is entitled to cancel the Booking at any time more than 91 days (inclusive) prior to the Event. Sodexo shall notify the Customer in writing as soon as is reasonably practicable of such cancellation and in the event of such cancellation by Sodexo, Sodexo shall:
10.2 If the Customer fails to pay the Charges in full by the relevant due dates as detailed in the invoices, then in accordance with Condition 7.3 and without prejudice to any other rights or remedy available to Sodexo:
a. where cancellation takes place more than 91 days (inclusive) before the Event, then the Customer will be liable to pay Sodexo for the Deposit immediately; or
b. if a cancellation takes place less than 90 days (inclusive) before the Event, then the Customer will be liable to pay Sodexo all of the Charges immediately.
10.3 Sodexo may cancel a Booking forthwith by notice in writing, without prejudice to any other rights or remedies Sodexo may have, if the Customer becomes bankrupt or insolvent or enters into liquidation or receivership or is subject to an application for an administration order or suffers an administrative receiver to be appointed in relation to the whole or part of its assets or makes a composition with its creditors or suffers any judgment to be executed in relation to any of its property or assets.
10.4 If Sodexo is denied access to provide the Services at the Premises after using its reasonable endeavours to secure access in advance of the Event and there has been no fault on the part of Sodexo which causes such access to be denied, Sodexo shall be entitled to cancel the Contract. In the event of such termination, Sodexo shall use its reasonable endeavours to offer, where applicable, an alternative date and/or venue. In the event Sodexo and the Customer cannot agree a suitable alternative date on which the Services can be provided, Sodexo shall refund all sums paid by the Customer, but Sodexo shall have the right to retain an amount equal to the reasonable charges that it has incurred and which it could not reasonable avoid in preparing to provide the Services.
10.5 If Sodexo is unable to provide the Services due to circumstances beyond its reasonable control, including circumstances in which the cooking facilities at the Premises do not work, Sodexo shall use its reasonable endeavours to offer, where applicable, an alternative date and/or venue. In the event Sodexo and the Customer cannot agree a suitable alternative date on which the Services can be provided, Sodexo shall refund all sums paid by the Customer, but Sodexo shall have the right to retain an amount equal to the reasonable charges that it has incurred and which it could not reasonable avoid in preparing to provide the Services.
11 Inability to Provide an Aspect of the Services
11.1 If, for any reason Sodexo is unable to supply a part of the Services specified on the Booking Form Sodexo shall notify the Customer as soon as possible. Where reasonably practicable, Sodexo shall replace the particular part of the Services with one of at least equal standard and value at no additional charge to the Customer. Sodexo shall agree the details of the replacement Service with the Customer. If it is not reasonably practicable for Sodexo to replace the part of the Service then Sodexo shall refund in full all sums paid by the Customer that relate to that part of the Services.
12.1 If the Customer wishes to change the Services detailed on the Booking Form after the date that the Booking is made, then the Customer must notify Sodexo in writing as soon as possible. Sodexo will notify the Customer if Sodexo is able to accommodate these changes and/or give rise to additional charges. Any changes to a Booking must be confirmed by Sodexo in writing and the Customer will pay for any additional charges resulting from the changes to the Booking no later than the date set out on the invoice relating to such charges.
12.2 Sodexo reserves the right not to vary the Contract.
13.1 Nothing in this Agreement shall be interpreted or construed as excluding or limiting the liability of either party for any matter in respect of which it would be illegal or unlawful do so, including death or personal injury caused by such party's negligence or fraudulent misrepresentation.
13.2 Subject to Condition 13.1, the total aggregate liability of Sodexo under or in connection with the Contract (whether in contract, for negligence, breach of statutory duty or otherwise) for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the Charges.
13.3 Subject to Condition 13.1, Sodexo shall not be liable to the Customer in contract, tort (including negligence and breach of statutory duty) or otherwise howsoever arising in connection with this Contract for any, in each case direct or indirect:
13.4 In respect of any event that gives rise to a claim under this Contract or otherwise howsoever arising, the Customer agrees to notify Sodexo in writing within 14 Business Days of the date of the Event giving rise to the claim and giving all details of the claim including any loss or damage and the cost of any loss or damage, or Sodexo shall not otherwise be liable.
13.5 The Customer agrees that before bringing a claim for the same against Sodexo, the Customer shall use its best endeavours to recover losses, claims, demands or expenses incurred by it from its insurers instead of Sodexo and to the extent that it is successful in recovering such sums from its insurers Sodexo shall not be liable to the Customer.
14.1 The Customer shall indemnify and keep indemnified Sodexo for all loss of or damage to property at the Premises and Sodexo's expenses, costs and claims in respect of the same suffered or incurred by Sodexo (in whole or in part) during or as a result of the Event arising from or caused by (whether directly or indirectly) the acts including, without limitation, where such loss or damage has been caused by an intentional, reckless or negligent act or omissions of the Customer, any Guest or Act.
15.1 Either party (“Terminating Party”) may, without prejudice to its other rights or remedies in these terms and conditions, terminate the Contract by notice in writing to the other if the other becomes bankrupt or insolvent or enters into liquidation or receivership or is the subject of an application for an administration order or suffers an administrative receiver to be appointed in relation to the whole or any part of its assets or makes a composition or arrangement with its creditors it suffers and judgement to be executed in relation to any of its property or assets.
15.2 Save as set out in Condition 10, on termination of the Contract by Sodexo, Sodexo shall refund all sums paid by the Customer, but shall have the right to retain an amount for any reasonable charges and losses it has suffered and could not reasonably avoid in preparing to provide the Services.
16. Force Majeure
16.1 Neither party shall be in breach of this Contract, nor liable for any failure or delay to perform any of its obligations (save in respect any payment obligation) in relation to a Booking due to an event of Force Majeure and the party concerned shall not incur any liability to the other.
17 Assignment and Subcontracting
17.1 Neither party shall be entitled to assign or transfer the Contract, whether in whole or in part, without the prior written consent of the other.
17.2 Notwithstanding Condition 17.1, Sodexo shall be entitled to sub-contract the Services in whole or in part provided that it shall ensure such Company is capable of providing the Services to at least the same standard as Sodexo.
18 Entire Agreement
18.1 Each of the parties acknowledges that it is not entering into the Contract in reliance upon any representation, warranty, collateral contract or other assurance (except those set out in these Conditions) made by or on behalf of any other party before the execution of the Contract. Each of the parties waives all rights and remedies which, but for this Condition 18, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance, provided that nothing in this Condition 18.1 shall limit or exclude any liability for fraud.
18.2 Any conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise howsoever) as to the care and skill with which Sodexo shall provide the Services are expressly excluded by these Conditions to the fullest extent permitted by law.
19.1 Delay in exercising, or a failure to exercise, any right or remedy in connection with the Contract shall not operate as a waiver of that right or remedy. A single or partial exercise of any right or remedy shall not preclude any other or further exercise of that right or remedy, or the exercise of any other right or remedy. A waiver of a breach of the Contract shall not constitute a waiver of any subsequent breach.
20 Intellectual Property
20.1 All content in or on Sodexo and the Open Golf’s website and brochures (including pictures, designs, logos and text) (“Content”) is owned by or licensed to Sodexo and/or the Open Golf (as applicable). The Content is protected by copyright and other laws and the Customer shall not use nor procure the use of such content other than as permitted by Sodexo in writing.
21 Personal Data
21.2 From time to time Sodexo would like to send the Customer details of future events and promotions which may be of interest in accordance with its marketing policy. If the Customer would like to receive this information this must be shown by ticking the relevant box on the Booking Form. All personal information held by Sodexo shall be held in accordance with all relevant data protection legislation and may be collected, used, stored by and/or transferred by Sodexo to any company within our group of companies, in compliance with all such applicable legislation.
22.1 All notices including any request for variation of the Services by the Customer, should be made in writing and sent by post or fax to the address of the other party shown on the Booking Form.
22.2 Any notice sent by fax shall only be valid when the sender has received a receipt confirming a satisfactory fax transmission.
22.3 A notice shall be deemed to have been received:
22.4 In proving service of a notice, it shall be sufficient to prove that delivery was made or that the envelope containing the notice was properly addressed and posted.
22.5 E-mail notice shall not be valid for the purposes of these Conditions.
23 Relationship between Parties
23.1 Nothing in these Conditions shall constitute or be deemed to constitute a partnership or other form of joint venture between the parties or constitute or be deemed to constitute either party the agent or employee of the other for any purpose whatsoever.
24 Third Party Rights
24.1 No person who is not a party to the Contract is entitled to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
25.1 The parties intend each of these Conditions to be severable and distinct from the others. If a Condition is held to be illegal, invalid or unenforceable, in whole or in part, the parties intend that the legality, validity and enforceability of the remainder of these Conditions shall not be affected.
26 Governing Law and Jurisdiction
26.1 The Contract and these Conditions are governed by, and shall be interpreted in accordance with, English law and each party irrevocably submits to the exclusive jurisdiction of the English Courts in relation to all matters arising out of or in connection with the Contract.
For over 150 years, the world’s best players have faced the unrelenting challenge of links golf at The Open, golf’s oldest championship.Find out more
16-23 July 2017