INFORMATION ABOUT US
www.wellfedfood.com is a site operated by WellFed Ltd (“We”). We are a private limited company registered in England and Wales under company number09251488 and have our registered office at 41 Claremont Heights, 70 Pentonville Road, N1 9PR.
ACCESSING OUR WEBSITE
Access to our Website is permitted on a temporary basis, and we reserve the right to amend the information or withdraw the services we provide on our Website without notice (see below). We will not be liable if for any reason our Website is unavailable at any time or for any period.
You are responsible for making all arrangements necessary for you to have access to our Website. You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of these terms, and that they comply with them.
INTELLECTUAL PROPERTY RIGHTS
We are the owner or the licensee of all intellectual property rights in our Website (including but not limited to the services other intellectual property rights offered on or via the Website) and in the material published on it. Those works are protected by copyright laws, and treaties around the world. All such rights are reserved.
You may print off one copy, copy and may download extracts, of any page(s) from our Website for your personal reference and you may draw the attention of others within your organisation to material posted on our Website.
You must not modify the paper or digital copies of any materials you have printed off copied or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of material on our Website must always be acknowledged.
You must not use any part of the materials on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.
If you print off, copy or download any part of our Website in breach of these Terms of Website Use, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made whether modified or unmodified.
RELIANCE ON INFORMATION POSTED
Commentary and other materials posted on our Website are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our Website, or by anyone who may be informed of any of its contents.
OUR WEBSITE CHANGES REGULARLY
We aim to update our Website regularly, and may change the content at any time. If the need arises, we may suspend access to our Website, or close it indefinitely. Any of the material on our Website may be out of date at any given time, and we are under no obligation to update such material.
The material displayed on our Website is provided without any guarantees, conditions or warranties as to its accuracy or completeness. To the extent permitted by law, we, other members of our group of companies and third parties connected to us, hereby expressly exclude:
- all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
- any liability whatsoever incurred by any user in connection with our Website or in connection with the use, inability to use, or results of the use of our Website, any websites linked to it and any materials posted on it, including, without limitation any liability for:
- direct, indirect or consequential loss or damage;
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- loss of goodwill;
- wasted management or office time; and
- for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property caused by your visit to our Website.
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.
INFORMATION ABOUT YOU AND YOUR VISITS TO OUR WEBSITE
SERVICES PROVIDED THROUGH OUR WEBSITE
Services provided through the use of our Website shall be governed by the Terms and Conditions of Services Provided (see below).
UPLOADING MATERIAL TO OUR WEBSITE
Whenever you make use of a feature that allows you to upload material to our Website, or to make contact with other users of our Website, you must comply with the Content Standards set out below. You confirm that any such Contribution does comply with those standards, and you indemnify us for any failure to comply.
Any material you upload to our Website will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our Website constitutes a violation of their intellectual property rights, breach of their confidential information or of their right to privacy.
We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our Website.
We have the right to remove any material or posting you make on our Website if, in our opinion, such material does not comply with the Content Standards set out below.
You may use our Website only for lawful purposes. You may not use our Website:
- in any way that breaches any applicable law or regulations;
- in any way that is unlawful or fraudulent, or has unlawful or fraudulent purpose or effect;
- for the purpose of harming or attempting to harm any individual in any way;
- to send, receive, upload, download, use or re-use any material which does not comply with our Content Standards set out below;
- to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
- to create liability for us in any way; or in any way that causes us to lose (in whole or in part) the services of our ISPs or other suppliers; and
- to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
- not to reproduce, duplicate, copy or re-sell any part of our Website in contravention of any of the provisions in these Terms of Website Use;
- not to access without authority, interfere with, damage or disrupt:
- any part of our Website;
- any equipment or network on which our Website is stored;
- any software used in the provision of our Website; or
- any equipment or network or software owned or used by any third party.
These content standards (“Content Standards”) apply to any and all material which you contribute to our Website (“Contributions”), and to any interactive services associated with the Website.
You must comply with the spirit and the letter of the following standards. The standards apply to each part of any Contribution as well as to its whole.
- be accurate (where they state facts);
- be genuinely held (where they state opinions);
- comply with applicable law in the UK and in any country from which they are posted.
Contributions must not:
- contain any material which is defamatory of any person or which is obscene, offensive, hateful or inflammatory;
- promote violent or sexually explicit material;
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- infringe any copyright, database right or trade mark of any other person;
- be false, inaccurate or likely to deceive or mislead any person;
- be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
- promote any illegal activity;
- be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
- be likely to harass, upset, embarrass, alarm or annoy any other person;
- be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
- give the impression that they emanate from us, if this is not the case;
- advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse;
- link directly or indirectly to or include descriptions of goods or services that are prohibited under these Terms of Website Use.
VIRUSES, HACKING AND OTHER OFFENCES
You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious, technologically harmful or designed to dirupt the current operation of our Website. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offence under the UK Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any material posted on it, or on any website linked to it.
LINKING AND FRAMING
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link from any website that is not owned by you.
Our Website must not be framed on any other Website, nor may you create a link to any part of our Website other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the Content Standards.
If you wish to make any use of material on our Website other than that set out above, please address your request to firstname.lastname@example.org.
LINKS FROM OUR WEBSITE
Where our Website contains links to other websites and resources provided by third parties, these links are provided for your information only. If you use these links, you will leave our Website. We have not reviewed these third party websites and we have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. We do not endorse or make any warranties or representations about the other websites, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to our Website, you do this entirely at your own risk.
SUSPENSION AND TERMINATION
We will determine, in our discretion, whether there has been a breach of these Terms of Website Use. Where a breach has occurred, we may take such action as we deem appropriate.
Failure to comply with these Terms of Website Use constitutes a material breach of the terms upon which you are permitted to use our Website, and may result in our taking all or any of the following actions:
- immediate, temporary or permanent withdrawal of your right to use our Website;
- immediate, temporary or permanent removal of any posting or material uploaded by you to our Website;
- issue a warning to you;
- legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
- further legal action against you;
- disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
JURISDICTION AND APPLICABLE LAW
The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our Website although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.
These Terms of Website Use and any dispute or claim arising out of or in connection with them or their 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.
Any trademarks are the trademarks of WellFed Ltd.
We may revise these Terms of Website Use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these Terms of Website Use may also be superseded by provisions or notices published elsewhere on our Website.
If you have any concerns about material which appears on our Website, please contact email@example.com.
Thank you for visiting our Website.
We are WellFed Ltd, a company registered in the United Kingdom under company number 09251488 and with our registered office at Claremont Heights, 70 Pentonville Road, N1 9PR. (“WELLFED LTD“). We operate the website www.wellfedfood.com (the “Website“).
WELLFED LTD complies with data protection legislation such as the Data Protection Act 1998. This regulates the processing of personal data relating to you and grants you various rights in respect of your personal data.
The aim of this policy is to tell you how WELLFED LTD will use any personal data you provide through the Website. Please read it carefully before you use the Website or order WELLFED LTD products from us.
- WHAT INFORMATION DO WE COLLECT?
If you register on the Website and order services or products, or request further information from WELLFED LTD, we may collect the following personal data from you: your name, your email address, your billing address, your preferred pick up point, your phone number(s), your order details, your payment details and information related to your query.
In addition, WELLFED LTD may automatically collect information about the website that you came from or are going to. WELLFED LTD also collects information on the parts of the Website you visit, IP addresses, the type of browser you use and the times you access the Website. However, this information is aggregated and is not used to identify you.
- HOW WILL INFORMATION ABOUT YOU BE USED AND SHARED?
The information collected by WELLFED LTD allows us to:
- put together your order of products and deliver them to your preferred pick up point
- verify your identity and details of your payment method or credit card account
- communicate with you
- provide you with information relating to our new products and services (please see section 5 below for further details)
- administer the Website and provide customer services
- investigate any complaints about the Website
- personalise your experience of the Website
- meet legal, regulatory and compliance requirements
WELLFED LTD may employ the services of third parties to help us in certain areas, such as preparation and delivery of food, delivery and hosting of the Website, payments, maintenance and identity checking. In some cases, these third parties may receive your information. However, WELLFED LTD will, at all times, control and be responsible for the use of your information.
To help constantly improve and tailor the service WELLFED LTD provides to you, we may use aggregated information so that we can administer and improve the Website, analyse trends, gather broad demographic information and detect suspicious or fraudulent transactions. WELLFED LTD may pass this information to third parties.
If you provide a credit or debit card, WELLFED LTD may use third parties to check the validity of the sort code, account number and card number you submit in order to prevent fraud.
- TRANSFER OF YOUR INFORMATION OUTSIDE OF THE EEA
WELLFED LTD does not transfer your information outside the EEA.
- MARKETING COMMUNICATIONS
Our product and service range is always changing and WELLFED LTD would like to keep you up to date with details of our new products and services using the information that you have supplied to us. WELLFED LTD would like to do this by email. Where you have registered as an online customer, you can opt out of this at any time by contacting us at firstname.lastname@example.org. If you would like to sign up to our emails, you can do this on our ‘Join Us’ page.
WELLFED LTD may wish to share your details with other carefully selected organisations to analyse trends, gather broad demographic information and detect suspicious or fraudulent transactions. We will only do this with your consent.
- COOKIES AND RELATED TRACKING TECHNOLOGIES
WELLFED LTD uses the following categories of cookies on the Website:
WELLFED LTD uses the following categories of cookies on the Website:
- Category 1: Strictly Necessary Cookies
These cookies are essential in order to enable you to move around the Website and use its features. Without these cookies, services you have asked for such as remembering your login details or shopping basket items cannot be provided.
- Category 2: Performance Cookies
These cookies collect information on how people use the Website. For example, WELLFED LTD uses Google Analytics cookies to help us understand how customers arrive at the Website, browse or use the Website and highlight areas where we can improve areas such as navigation, ordering experience and marketing campaigns.
- Category 3: Functionality Cookies
These cookies remember choices you make (such as search parameters regarding products and services). These can then be used to provide you with an experience more appropriate to your selections and to make your visits to the Website more tailored. The information these cookies collect may be anonymised and they cannot track your browsing activity on other websites.
WELLFED LTD has implemented reasonable technical and organisational measures designed to secure your personal information from accidental loss and from unauthorised access, use, alteration or disclosure. However, the internet is an open system and WELLFED LTD cannot guarantee that unauthorised third parties will never be able to defeat those measures or use your personal information for improper purposes.
- SALE OF THE BUSINESS
If our business is sold or integrated with another business, your details will be disclosed to our advisers and any prospective purchaser’s adviser and will be passed to the new owners of the business.
- ACCESS TO YOUR INFORMATION
You are entitled to see information WELLFED LTD holds about you. If you wish to do this, please contact us at email@example.com. WELLFED LTD may require you to provide verification of your identity and to pay an administration fee (which is currently £10) to provide a copy of the information you are entitled to under relevant data protection legislation.
- UPDATING YOUR INFORMATION
You may review, correct, update or change your personal information at any time by emailing firstname.lastname@example.org.
If you opted to receive newsletters, commercial emails or other communications from third parties at the time you registered on the Website but you subsequently change your mind, you may opt-out of receiving such communications by emailing email@example.com.
Our site contains links to other web sites over which we have no control. We are not responsible for the privacy policies or practices of other websites to which you choose to link from this site. We encourage you to review the privacy policies of those other web sites so you can understand how they collect, use and share your information.
- HOW TO CONTACT US
If you have any questions about this policy or your personal information, please contact us by email on firstname.lastname@example.org
TERMS & CONDITIONS OF SERVICES PROVIDED
1.1 We operate the website www.wellfedfood.com (“our site“). We are WELLFED LTD, a company registered in the United Kingdom under company number 09251488 and with our registered office at 41 Claremont Heights, 70 Pentonville Road, N1 9PR (“we“, “our“, “us” or “WELLFED LTD“).
1.1 If you are a consumer then references in these terms and conditions (the “Terms“) to “you” are to the individual using our site and the Services for private and non-commercial purposes. If you are a business, references in these Terms to “you” are to the business that you have the authority to bind in accordance with section 2.
1.3 Please read these Terms carefully and make sure that you understand them, before ordering any Services. Please note that by ordering any of our Services in accordance with section 3, you agree to be bound by these Terms and the other documents expressly referred to in them.
1.4 You should print a copy of these Terms or save them to your computer for future reference.
1.5 We amend these Terms from time to time as set out in section 12. Every time you wish to order Services, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated in November 2014.
1.6 In these Terms:
1.6.1 “Customer Account” means a customer account which has been opened by you through our site in respect of the Services and is identified by way of an allocated account number generated by us;
1.6.2 “Goods” means the food that you order from us through our site;
1.6.3 “Order” shall have the meaning set out in section 3.1.4;
1.6.4 “VAT” means Value Added Tax;
1.6.5 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.6.6 a reference to a party includes its successors or permitted assigns;
1.6.7 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.6.8 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.6.9 a reference to writing or written includes e-mails.
- If you are a business customer
This section 2 only applies if you are a business.
2.1 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use the Services under an Order.
2.2 The Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter.
2.3 You acknowledge that in entering into the Agreement you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. You and we agree that neither party shall have any claim for innocent or negligent misrepresentation based on any statement in the Agreement.
2.4 Nothing in this section shall exclude liability for either party’s fraudulent misrepresentation.
- The Order Process
3.1 The Services shall be performed in accordance with the process set out in this section 3.1:
3.1.1 you shall use the details that we request from you during the ordering process, to place an order for the Services in accordance with the process outlined on our site (an “Enquiry”);
3.1.2 we will confirm our acceptance of your Enquiry by sending you an email confirming the information you included in your Enquiry and providing details of the pick up point (the “Confirmation Email”, at which point your Enquiry will become an “Order”). This Agreement together with the Order will become legally binding on you and us when we send you the Confirmation Email and each Order shall incorporate the Terms and shall be a new and separate contract between you and us;
3.1.3 once you have received the Confirmation Email you, or your nominated representative, shall go to the pick up point specified between 12pm and 1:30pm to take delivery of the Goods from our representative;
- Delivery of the Goods
4.1 Delivery to the pick up point is free of charge, unless agreed with you otherwise in writing prior to your receipt of the Confirmation Email.
4.2 We will not deliver Goods to an address outside of the delivery area specified on our site as updated from time to time, unless we agree to do so in writing.
4.3 Deliveries may only be picked up between 12pm and 1:30pm.
4.4 If you, or your authorised representative (as appropriate), fail to take delivery of the Goods during this time, then due to your material breach of these Terms:
4.4.1 the delivery shall be aborted; and
4.4.2 you will not receive a refund for your Order.
4.5 You shall be responsible for:
4.5.1 ensuring that either you or your authorised representative (as specified in the Enquiry) are present to take delivery of the Goods at the pick up point specified in the Confirmation Email; and
4.5.2 providing us with your up-to-date contact details in your Enquiry.
- The Goods
5.1 The Goods are intended to be healthy meals. However, we make no guarantee and give no warranty with respect to any health or dietary benefits of the Goods.
5.2 We recommend that you do not use the Services if you have any allergies. If you do have allergies and still wish to use the Services then you do so at your own risk and we shall not be liable in respect of the allergenic content of the Goods. Please contact us using the contact details provided on our site if you require further information and advice on the allergenic content of the Goods.
5.3 We endeavour to provide information on any allergens that the Goods may contain on our site, but because all Goods are cooked to order in the same kitchen we cannot guarantee and make no warranty that the Goods will not contain allergens.
5.4 The kitchen is a busy working environment and there is a risk of cross-contamination between ingredients. Although reasonable care is taken, some Goods may contain nuts and we cannot guarantee that all bones from meat products in the Goods have been removed and some may remain.
5.5 Our Goods are freshly prepared and although we try our hardest to be consistent at times the size of the meals can vary.
5.6 Nutritional information provided is an approximation based on values provided by suppliers and published resources. We cannot guarantee the exact nutritional information.
5.7 All Goods are subject to availability.
- Restriction of your use of the Services
6.1 You must be at least 18 years old and legally capable of entering into binding contracts in order to use the Services.
6.2 You must not:
6.2.1 use the Services or our site except as expressly permitted by this Agreement;
6.2.2 use or interact with the Services in any unlawful or fraudulent way or for any unlawful or fraudulent purpose;
6.2.3 disrupt, damage or interfere with the Services or our site in any way; or
6.2.4 offer in any manner, sub-license or re-sell the Services or the Goods, or use of or access to the Services or the Goods, to a third party, for any reason whatsoever without our prior written consent.
Risk in the Goods shall remain with you from the time of delivery.
- Payment and Charges
8.1 We accept card payments.
8.2 The charges for the Services are set out in the Confirmation Email.
8.3 Payment for the Services will be deducted from the bank account entered in your Enquiry when we send you the Confirmation Email.
8.4 If you fail to take delivery of the Goods between 12pm and 1:30pm on the relevant day you shall not receive a refund for your Order.
- Failure to pay the Charges
9.1 We reserve the right to restrict your access to our site and the Services if you fail to pay any charges due to us by you under this Agreement immediately when such payment becomes due.
9.2 Without limiting any of our other rights or remedies, if you fail to pay any of the charges due to us by you under this Agreement within 7 days of their due date for payment, such outstanding amounts shall incur interest at a rate of 3% above the base rate of Barclays Bank plc in the United Kingdom from time to time, calculated from the date that payment became due up to and including the date that payment is made of both the outstanding amounts and any interest accrued thereon.
- Limitation of Liability
10.1 If you are a consumer:
10.1.1 we only supply the Services to you for your domestic and private use and you agree not to use the Services for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity;
10.1.2 if we fail to comply with the Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Agreement or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it as contemplated by you and us at the time we entered into the Agreement; and
10.1.3 subject to section 10.3, our total liability in respect of the Services or any breach of this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, including loss or damage during collection, storage or return, shall not in any event exceed the value of the relevant Order.
10.2 If you are a business:
10.2.1 subject to section 10.3, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for: (i) any loss of profits, sales, business, or revenue; (ii) loss or corruption of data, information or software; (iii) loss of business opportunity; (iv) loss of anticipated savings; (v) loss of goodwill; or (vi) any indirect or consequential loss;
10.2.2 subject to sections 10.2.1 and 10.3 our total liability to you in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the relevant Order; and
10.2.3 you shall indemnify us and keep us indemnified for any and all losses resulting from all claims, demands, liabilities, damages, costs and expenses incurred by us or by any of our contractors, carriers, agents, employees or affiliates which arise out of your use of the Services or your breach of this Agreement.
10.3 Nothing in these Terms excludes or limits our liability for:
10.3.1 death or personal injury caused by our negligence;
10.3.2 fraud or fraudulent misrepresentation; or
10.3.3 any other liability that cannot be excluded by law.
10.4 Except as set out in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement. In particular, we will not be responsible for ensuring that the Services are suitable for your purposes.
10.5 Please see section 5 for details on how we limit our liability in respect of the allergenic content of the Goods.
10.6 This section 10 shall survive termination of the Agreement.
- How we use your personal information
- Our right to vary these terms
12.1 We may revise these Terms from time to time.
12.2 Every time you place an Enquiry, the Terms in force at that time will apply to any corresponding Order.
- Right to Cancel
13.1 You may cancel your Order at any time prior to the Confirmation Email.
13.2 In order to cancel your Order, you must contact customer service.
14.1 You shall:
14.1.1 ensure that the information you include in your Enquiry is complete and accurate; and
14.1.2 ensure that you only purchase Services if you are at least 18 years old.
14.2 We shall provide the Services with reasonable care and skill.
15.1 We may terminate this Agreement with immediate effect by notice in writing to you if:
15.1.1 you fail to pay any amount due under this Agreement, including any interest accrued, by the date due; or
15.1.2 you are in breach of any term of this Agreement.
- Consequences of Termination
16.1 Upon termination of this Agreement for any reason:
16.1.1 you shall immediately pay to us all of our outstanding unpaid invoices and interest;
16.1.2 the accrued rights, remedies, obligations and liabilities of each party as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and
16.1.3 sections which expressly or by implication have effect after termination shall continue in full force and effect.
Each party shall keep in strict confidence all information which is of a confidential nature and which has been disclosed by one party to the other party. This section 17 shall survive termination of this Agreement.
- Events Outside Our Control
18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, the Services that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below.
18.2 An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, snow, flood, earthquake, subsidence, epidemic or other natural disaster, failure of public or private telecommunications networks, impossibility of the use of motor transport or other means of public or private transport, road traffic accidents, road closures or mechanical failure.
18.3 If an Event Outside Our Control takes place that affects the performance of the Services:
18.3.1 we will contact you as soon as reasonably possible to notify you;
18.3.2 we shall not be liable to you as a result of any delay or failure to perform the Services as a result of an Event Outside Our Control; and
18.3.3 we shall use reasonable endeavours to minimise any disruption to the Services.
19.1 Notices to you
19.1.1 Any notice given by us to you under this Agreement must be in writing and may be served by e-mail, by personal delivery to the person notified or its address, or by prepaid post.
19.1.2 Your address for service of notices shall be your e-mail and/or postal address specified in your Enquiry or any other address in England, Scotland or Wales which you have previously notified to us in writing.
19.2 Notices to us
19.2.1 Any notice given by you to us must be in writing and maybe served by personal delivery, by pre-paid post or by e-mail.
19.2.2 Our address for service of notices shall be our address set out in these Terms.
19.3 A notice will be served at the time of personal delivery or 48 hours after it has been placed in the post, or at the time the e-mail was sent by the sender, provided that the sender of the email does not receive an e-mail message stating that the email message has not been received by the intended recipient.
19.4 You will inform us in writing of any changes to your billing details, contact details, alternative contact details, authorised persons, insurance details or access details stated in your Enquiry.
- Assignment and Sub-Contracting
20.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of our obligations under this Agreement to any third party or agent.
20.2 You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement.
- Other important terms
21.1 All intellectual property rights in or arising out of or in connection with the Services shall, as between you and us, be owned by us.
21.2 These Terms are only available in the English language.
21.3 If any of these Terms conflict with any terms of an Order, the Order will take priority.
21.4 This Agreement is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
21.5 Each of the sections of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining sections will remain in full force and effect.
21.6 If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
21.7 If you are a consumer, you have legal rights in relation to Services not carried out with reasonable care and skill. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards Office. Nothing in these Terms will affect these legal rights.
21.8 If you are a consumer, please note that the Agreement is governed by English law. This means an Agreement for the purchase of Services and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction in connection with any such dispute or claim.
21.9 If you are a business, the 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. You and we both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).