Online Terms & Conditions
ABOUT US
Company details. CASGLIAD CYF is incorporated and registered in England and Wales with company number 12626769 whose registered office is Derw Goed, Llandderfel, Bala, Gwynedd LL23 7HG (herein after referred to as “us” “we” or “Supplier”);
Contacting us. To contact us, email us at post@casgliadcollection.com. How to give us formal notice of any matter under the Contract is set out in clause 26.
BACKGROUND TO THE CONTRACT
(A) We have created a website for Retailers (defined below) to showcase and sell their Goods (defined below) to Customers (defined below), and is offered on a subscription basis.
(B) You, as the Retailer, by accepting these terms and conditions, confirm your agreement to enter into a Contract (defined below) with us to use Our Services in your business operations.
(C) We have agreed to provide, and you as the Retailer, have agreed to take and pay for Our Services subject to the terms and conditions of this Contract.
AGREED TERMS
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this Contract.
Admin Fee
the Supplier’s administrative fees, plus applicable taxes, charged by the Supplier to the Retailer on the Gross Order Value of each Order as set out in Schedule 1.
Agreed Purposes
the performance by each party of its obligations under this Contract, and the promotion of the Goods that form the subject of this Contract.
Application
means the application made by the Retailer to the Supplier via the Website to request Services which shall include information relating to the Retailer and a description of the Goods. Any subsequent emails and information provided by the Retailer to the Supplier in connection with the Goods shall be deemed to be included in the Application.
Business Day
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Card Order
an Order placed via the Website, in respect of which the Supplier has collected payment from the Customer using a credit or debit card.
Change of Control
the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
Chargebacks
any penalty, payment reversal or similar charges or fees the Supplier incurs from any card scheme, merchant acquirer or card issuer in respect of Card Orders.
Confidential Information
information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.
Contract
means these terms and conditions for the supply of Services by the Supplier to the Retailer, which shall include any Privacy Policies or Terms of Use of the Website which may apply from time to time.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures:
as defined in the Data Protection Legislation.
Customer
means a consumer user of the Website that has purchased Goods from the Retailer.
Customer Data
the data inputted by the Customer, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Data Protection Legislation
the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Effective Date
the date that the Retailer accepts the terms of this Contract via the Website.
Goods
the goods (or any part of them) owned by the Retailer as set out in the Application.
Gross Order Value
the total amount charged by the Retailer to the Customer in respect of an Order, which includes postage and packaging costs and any applicable taxes on that amount.
Intellectual Property Rights
patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Initial Subscription Term
12 months
Mandatory Policies
the Supplier's business policies provided to the Retailer, as amended by notification to the Retailer from time to time.
Normal Business Hours
9.00 am to 5.00 pm local UK time, each Business Day.
Order
an order for the Goods placed by a Customer and communicated to the Retailer by the Supplier, and where relevant any comments directed to the Retailer by the Customer.
Permitted Recipients
the parties to this Contract, the employees of each party, any third parties engaged to perform obligations in connection with this Contract.
Renewal Period
the period described in clause 14.1.
Retailer / You
the retailer purchasing the Services from the Supplier under the terms of this Contract as identified in the Application.
Retailer Data
the data provided by the Retailer in the Application.
Services
the subscription services provided by the Supplier to the Retailer under this Contract.
Shared Personal Data
the personal data contained in the Customer Data to be shared between the parties under this Contract in accordance with clause 4.
Subscription Fees
the subscription fees payable by the Retailer to the Supplier for the Subscription, as set out in paragraph 1 of Schedule 1.
Subscription Term
has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Statement
means the monthly statement of account of fees owing / due in relation to the Retailer under the Contract.
UK Data Protection Legislation
all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Virus
any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website
means the Supplier’s website www.casgliad.com
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Contract.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Contract.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Contract under that statute or statutory provision.
1.9 A reference to writing or written includes faxes but not e-mail.
1.10 References to clauses and schedules are to the clauses and schedules of this Contract; references to paragraphs are to paragraphs of the relevant schedule to this Contract.
2. The supplier’s contract with the retailer
2.1 You shall follow the onscreen prompts on the Website to submit an Application to us to request Our Services. You may only submit the Application using the method set out on the Website. Each Application submitted to us is an offer by you to purchase our Services to market your Goods for sale to Customers on our Website, subject to the terms and conditions of this Contract.
2.2 You shall be responsible for ensuring the information contained in the Application, and any information provided to us in respect of the Application or the Goods is true, accurate and complete in all respects.
2.3 Following receipt of your Application, you will receive an email from us acknowledging that we have received it, but this does not mean that your Application has been accepted. Acceptance of your Application will only take place in accordance with clause 2.4.
2.4 The Application shall be deemed accepted when we send an email to you to accept it, at which point and on which date the Contract between you and Us will come into existence. The Contract will relate only to those Services confirmed in our acceptance of your Application.
2.5 Once your Application has been accepted, you will not be eligible to cancel the order for Services.
2.6 Each Application submitted and accepted by us in accordance with this clause 2, shall constitute a separate Contract for Services.
2.7 If we are unable to supply you with the Services for any reason, we shall inform you of this by email and we will not accept the Application. If you have already paid the Subscription Fees in respect of the Application we will refund you the full amount.
2.8 This Contract applies to your use the Services provided by us, and supply of Services by us to you. This Contract applies to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.9 This Contract is made available only in the English language.
2.10 You should print off/save a copy of this Contract for future reference.
3. Services
3.1 You appoint and authorises us as your non-exclusive agent to advertise the Goods on our Website and conclude contracts for the sale of Goods between you and the Customer, and we accept such appointment on the terms of this Contract.
3.2 We shall be permitted to act as an agent for any other retailers and advertise goods which are in competition with the Goods on our Website at any time.
3.3 You authorise us to accept Orders for Goods placed through our Website by Customers. The legal contract for the purchase of the Goods by the Customer shall in all cases be between You and the Customer.
3.4 Subject to clause 10.3, we may carry out marketing activities via our Website using your brand, for the purpose of generating more Orders. For example, we may do this online by using search engine optimisation relating to your brand name, Goods or other keywords.
3.5 You shall grant us a non-exclusive, royalty free licence to use your name, logo and other Intellectual Property Rights for the purpose of the marketing activities described in clause 3.3 during the Subscription Term and you shall warrant to us that you have the ability to grant this license to us. We may take our own photographs featuring the Goods for sale as part of the marketing activities and you agree that you shall have no rights to these photographs whatsoever and that the photographs may be used by us at any time including after the Subscription Term has ended.
3.6 We shall, during the Subscription Term, provide the Services to you on and subject to the terms of this Contract, including any terms contained in the Application relating to the Goods.
3.7 We shall use commercially reasonable endeavours to make the Website available to Customers 24 hours a day, seven days a week, except for:
3.7.1 planned maintenance carried out outside of Normal Business Hours; and
3.7.2 unscheduled or emergency maintenance.
4. Data Protection
4.1 You shall own all right, title and interest in and to all of the Retailer Data that and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Retailer Data. Any personal data that is contained in the Retailer Data shall be processed by us in accordance with the terms of our privacy policy which we may update from time to time. The latest version of our Privacy Policy shall be available on our Website.
4.2 We shall not have any responsibility for the legality, reliability, integrity or accuracy of the Customer Data, and any Customer Data provided to you in accordance with this clause shall be provided on an as is basis as provided by the Customer to us.
4.3 Customer Data shall only be provided you by us once a Customer places an Order.
4.4 The provisions which follow in this clause 4 set out the framework for the sharing of personal data contained in the Customer Data between you and us both acting as data controllers. You and we acknowledge that one party (the Data Discloser) will regularly disclose to the other (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:
4.4.1 ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
4.4.2 give full information to any data subject of Customer whose personal data may be processed under this Contract of the nature such processing. This includes giving notice that, on the termination of this Contract, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;
4.4.3 process the Shared Personal Data only for the Agreed Purposes;
4.4.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
4.4.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Contract;
4.4.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
4.4.7 not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
4.4.7.1 complies with the provisions of Article 26 of the GDPR (in the event the transferee is a joint controller); and
4.4.7.2 ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
4.5 We both shall comply with the Data Protection Legislation and agree that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Contract with immediate effect.
4.6 We shall assist you, and you shall assist us in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
4.6.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
4.6.2 promptly inform the other party about the receipt of any data subject access request;
4.6.3 provide the other party with reasonable assistance in complying with any data subject access request;
4.6.4 not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
4.6.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
4.6.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
4.6.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Contract unless required by law to store the personal data;
4.6.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
4.6.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 4.3 and allow for audits by the other party or the other party's designated auditor; and
4.6.10 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.
4.7 Each party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other party of the Data Protection Legislation by that party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
5. Supplier's obligations
5.1 We undertake that the Services will be performed with reasonable skill and care.
5.2 We shall use all reasonable endeavours to meet any performance dates specified in the Application, but any such dates or times are estimated only and failure to perform the Services by the dates / times shall not give you the right to terminate the Contract.
5.3 We:
5.3.1 do not warrant that:
5.3.1.1 the Services, and/or the information obtained by you through the use of the Services will meet your requirements;
5.3.1.2 that we will receive any Orders for the Goods.
5.3.2 are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.4 This Contract shall not prevent us from entering into similar contracts with third parties, or from independently developing, using, selling or licensing documentation, goods and/or services which are similar to those provided under this Contract.
5.5 We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this Contract.
5.6 All sales of the Goods by us on your behalf shall be at the list prices provided in the Application or as notified by you to us from time to time, subject to any discounts or deductions as you may allow.
5.7 Subject to clause 6.1.5, we shall observe all directions and instructions given to us by you in relation to promotion and advertisement of the Goods and shall not make any written statement as to the quality or manufacture of the Goods without your prior approval.
6. Retailer's obligations
6.1 You shall:
6.1.1 provide us with:
6.1.1.1 all necessary co-operation in relation to this Contract; and
6.1.1.2 all necessary access to such information as may be required by us and shall ensure that such information is complete and accurate in all respects;
in order to provide the Services.
6.1.2 without affecting its other obligations under this Contract, comply with all applicable laws and regulations with respect to your activities under this Contract, and you shall ensure that the Goods meet all regulatory requirements and applicable laws;
6.1.3 provide us with all information about the Goods which are necessary for us to perform the Services, including size, specification, weight, age restrictions, and any information that is required by any applicable law to be displayed on advertising relating to the Goods. You shall also provide such information relating to your business as reasonably requested by us.
6.1.4 All information provided to us shall be complete and accurate in all respects.
6.1.5 acknowledge that the information contained in the Application relating to the Goods may be reproduced verbatim for display to Customers via the Website (although We are under no obligation to reproduce this information verbatim and may use whatever wording and photography/imagery it sees fit to display and market the Goods on the Website unless otherwise restricted by applicable laws).
6.1.6 Immediately notify us of any information relating to the Goods, including if the Goods are out of stock, pricing changes, product recall, defects, availability, or if you cease to own, produce or sell the Goods.
6.1.7 carry out all your responsibilities set out in this Contract in a timely and efficient manner. In the event of any delays your provision of your obligations, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
6.1.8 shall not introduce or allow the introduction of a Virus to our network or systems via the Application;
6.2 You agree that the prices, discounts and special offers you provide in respect of the Goods (including any delivery charges and minimum order values) must be no less favourable than those offered to customers via your channels for the same Goods, and you shall ensure that details of all prices, discounts and special offers offered on its website are promptly supplied to us so that where we reasonably can, we will offer them to customers via the Website.
6.3 You agree that we may in our sole discretion decline to display certain Goods on the Website, including but not limited to Goods that do not fit with the theme of the Goods that the Website intends to display.
6.4 You acknowledge and understand that once a Customer has placed an Order via the Website, a contract for the supply of Goods has been created and you are obliged to fulfil that Order in accordance with the Order.
6.5 If you do not fulfil the Order, you shall be in breach of contract with the Customer, and we may take any action we see fit including refunding the Customer for any amount received by us from them.
6.6 If a Customer makes a complaint to us about any aspect of an Order, we shall provide the details of the complaint to you. You shall respond to the Customer in a timely manner and will act reasonably and cooperate with us to ensure a prompt resolution. Where we, acting reasonably, have incurred costs as a direct result of a complaint (including if you have rejected an Order), we may invoice you for such costs.
7. Charges and payment
7.1 You shall pay the Subscription Fees to us in accordance with this clause 7 and Schedule 1, and the Admin fees in accordance with clause 9 and Schedule 1. Payment of the Subscription Fees will allow an unlimited number of Goods to be advertised for sale on our Website.
7.2 We may also charge for other services we have provided to you or administrative services at our standard rates as advised by us from time to time.
7.3 On the Effective Date you shall provide to us valid, up-to-date and complete credit card/debit card details via the Website and any other relevant valid, up-to-date and complete contact and billing details as we may request. You hereby authorise us to bill such credit/debit card:
7.3.1.1 on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
7.3.1.2 subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period.
7.4 If payment is not received by us within 7 of the due date, and without prejudice to any of our other rights and remedies:
7.4.1 we may, without liability to you, stop providing all or part of the Services and remove the Goods from our Website and we shall be under no obligation to provide any or all of the Services while payment concerned remains unpaid; and
7.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
7.5 All amounts and fees stated or referred to in this Contract:
7.5.1 shall be payable in pounds sterling;
7.5.2 are non-cancellable and non-refundable unless expressly stated in this Contract;
7.5.3 are exclusive of value added tax.
7.6 We shall be entitled to increase the Subscription Fees, and the Admin Fees payable at the start of each Renewal Period upon 90 days' prior notice to you and Schedule 1 shall be deemed to have been amended accordingly.
8. Payments from Customers
8.1 When a Customer places a Card Order, we will receive payment from Customers in respect of the Gross Order Value of Card Orders. Such payments will be held by us on your behalf in a designated account until they are payable to you in accordance with clause 9 below.
8.2 You irrevocably authorise us to accept, receive, and hold the amounts referred to in clause 8.1 on your behalf, and you authorise us to notify third-parties (including Customers) that it is so authorised. A Customer's payment through the Website will discharge any payment obligation of that Customer to you in relation to the Order.
8.3 If any amount is owed by you to us according to any Statement, the Statement will function as our invoice to you, and the amount will be due on the date of the invoice, and payable by you within 7 days. Without prejudice to any other right and remedies afforded to us under this Contract, we shall be entitled to enforce the rights set out in clause 7.4.
8.4 We shall be entitled to set off any amounts owed to us by you against any amount owed to you by us at any time. We may also make withholdings from amounts we hold on behalf of you in respect of any Chargebacks incurred from any payment provider (and associated costs and expenses), or any other cost or expense which we incur or reasonably expect to incur as a result of a breach by you of this Contract ("Withholdings"). We may also make Withholdings from any amount it holds on your behalf where we are, or have notice that we may be, ordered to do so by a competent authority. If we make any Withholdings, it will do only for so long as is reasonable, and (if applicable) we will make a credit to you in the next Statement after it becomes clear that it will not incur any liability in respect of it.
9. Payments from the Supplier to the Retailer
9.1 We shall provide you with a monthly Statement setting out the Orders received on the Website and the deductions made by you in accordance with this clause 9.
9.2 Once We has received the Card Order from the Customer, it shall deduct the Admin Fees from the Gross Order Value of the Card Order, and any amounts that we hold on your behalf after deduction will be paid to you within 30 Business Days.
9.3 If you disagree with any Statement, you must give us notice within 14 days of the delivery of the Statement setting out in detail your reasons for the disagreement. If you do not, we reserve the right to treat the relevant Statement as having been accepted.
9.4 You understand that we are not under any obligation to make refunds of any amounts you have paid to us in respect of the Service or any ancillary or related services.
10. Proprietary Rights
10.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services. Except as expressly stated herein, this Contract does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
10.2 We confirm that we have all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Contract.
10.3 We acknowledge and agrees that you and/or your licensors own all intellectual property rights in the Goods, your branding and trademarks (as applicable), and the information contained in the Application. You hereby grants to us a non-exclusive, royalty free licence to use your branding and trademarks, and the information contained in the Application (including any photos) for the duration of the Subscription Term for the purpose of providing the Services.
11. Confidentiality and Compliance with Policies
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Contract. A party's Confidential Information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party's lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Contract.
11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Contract.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 The above provisions of this clause 11 shall survive termination of this Contract, however arising.
11.6 In performing its obligations under this Contract you shall comply with the Mandatory Policies.
12. Indemnity and Liability
12.1 You shall defend, indemnify and hold harmless us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) the use of the Services; (ii) your breach of this Contract; (iii) in respect of damage to property, death or personal injury arising from any fault or defect in the materials or workmanship of the Goods; (iv) any infringement of third party intellectual property rights which results from your intellectual property.
12.2 You shall maintain product liability insurance for the duration of the Subscription Term of no less than is required to cover any claims which may arise under clause 12.1(iii), with a reputable insurer and you shall provide a copy of the insurance policy to us immediately upon our request.
13. Limitation of Liability
13.1 Except as expressly and specifically provided in this Contract:
13.1.1 you shall assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions, Application or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
13.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Contract; and
13.1.3 the Services are provided to you on an "as is" basis.
13.2 Nothing in this Contract excludes our liability for:
13.2.1 death or personal injury caused by our negligence; or
13.2.2 fraud or fraudulent misrepresentation.
13.3 Subject to clause 13.1 and clause 13.2:
13.3.1 we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Contract; and
13.3.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to total Subscription Fees during the twelve (12) months immediately preceding the date on which the claim arose.
14. Terms and Termination
14.1 This Contract shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
14.1.1 either party notifies the other party of termination, in writing, at least sixty (60) days before the end of the Initial Subscription Term or any Renewal Period, in which case this Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
14.1.2 otherwise terminated in accordance with the provisions of this Contract;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
14.2 Without affecting any other right or remedy available to it, we may terminate this Contract with immediate effect by giving written notice to you if:
14.2.1 you fail to pay any amount due under this Contract on the due date for payment and you remain in default not less than seven (7) days after being notified in writing to make such payment;
14.2.2 you commit a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of seven (7) days after being notified in writing to do so;
14.2.3 you repeatedly breach any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;
14.2.4 you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
14.2.5 you commence negotiations with all or any class of its creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than for the sole purpose of a scheme for a solvent amalgamation of with one or more other companies or the solvent reconstruction;
14.2.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or the solvent reconstruction;
14.2.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over you;
14.2.8 the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;
14.2.9 a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
14.2.10 a creditor or encumbrancer of 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 your assets and such attachment or process is not discharged within fourteen (14) days;
14.2.11 any event occurs, or proceeding is taken, with respect you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2.4 to clause 14.2.10 (inclusive);
14.2.12 you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business;
14.2.13 you undergo a change of control.
14.3 On termination of this Contract for any reason:
14.3.1 you shall immediately cease all use of the Services and we shall cease use of your branding and / or trademarks as soon as reasonably practical to remove from the Website;
14.3.2 each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;
14.3.3 We may destroy or otherwise dispose of any of the Retailer Data in its possession in accordance with its Privacy policy; and
14.3.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.
15. Force Majeure
We shall have no liability to you under this Contract if we are prevented from or delayed in performing our obligations under this Contract, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, epidemic, pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
16. Conflict
If there is an inconsistency between any of the provisions in the main body of this Contract and the Schedules, the provisions in the main body of this Contract shall prevail.
17. Variation
17.1 Any variation of this Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18. Waiver
18.1 If we do not insist that you perform any of your obligations under the Contract, 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 or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you
19. Rights and Remedies
19.1 Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
Each paragraph of this Contract operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
20. Assignment
20.1 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
20.2 We may assign or transfer our rights and obligations under the Contract to another entity.
21. Third Party Rights
This Contract does not confer any rights on any person or party (other than the parties to this Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22. Notices
22.1 Any notice required to be given under this Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Contract or the Application (as applicable) or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in this Contract or the Application (as applicable).
22.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
23. Governing Law
This Contract 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.
24. 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 Contract or its subject matter or formation (including non-contractual disputes or claims).
Subscription Fees
Subscription Fees
The Subscription Fees shall amount to a total of : £144
Admin fees
The Admin Fees shall amount to a total of 15% of the Gross Order Value.