Terms and Conditions
Below please find:
A. Our terms and conditions of sale to our business customers; and
B. Our terms and conditions for use of this website.
A. TERMS AND CONDITIONS OF SALE (B2B)
These Terms and Conditions are the standard terms for the sale of goods to business customers, including distributors, wholesalers, retailers and any other resellers (each, a Buyer) by Ecoffee Cup Limited, a private limited company registered in England under number 04545094, whose registered address is 3 Queen Square, London, WC1 3AR and whose business address is L2/ 21 Berners Street, London, W1T 3LP, United Kingdom (the Seller).
IMPORTANT NOTE: If you are a consumer, please visit our consumer sales website www.ecoffeecup.com where you can place an order for Ecoffee Cup products and find our consumer terms of sale.
1. Application of Conditions
1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller.
1.2 These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by the Seller, or any such order is made or purported to be made, by the Buyer.
1.3 These Terms and Conditions do not apply to individual consumers purchasing Goods for personal use (that is, not in connection with, or for use in, their trade, business, craft or profession). They apply to all sales of Goods to business customers whether the order is placed via Our B2B Site, by purchase order sent directly to the Seller or any other means.
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Amazon Platform” means the online retail platforms (including those at www.amazon.com, www.amazon.co.uk, www.amazon.de, www.amazon.it, www.amazon.es and www.amazon.fr) together with any other “Amazon” branded online retail platform operated by Amazon.com Inc.;
“Amazon Prime” means the membership service offered by the online retainer known as “Amazon” providing next day delivery of items;
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“Buyer” means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;
“Contract” means the contract for the purchase and sale of the Goods under these Terms and Conditions;
“Contract Price” means the price stated in the Contract payable for the Goods;
“Delivery Date” means the date on which the Goods are to be delivered as stipulated in the Buyer’s order and accepted by the Seller;
“Fulfilment by Amazon” means the Amazon platform whereby Amazon is responsible for the warehousing, despatch, returns and customer service for certain products sold on the Amazon Platform; and
“Goods” means the goods (including any parts for them) which the Seller is to supply to a business customer in accordance with these Terms and Conditions including (but not limited to) sales made through Our B2B Site; and
“Our B2B Site” means the Seller’s website for business customers, https://ecoffeecupuk.dearportal.com/
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
a) “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
b) a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
c) “these Terms and Conditions” is a reference to this document as amended or supplemented at the relevant time; and
d) a Condition is a reference to a numbered paragraph of these Terms and Conditions.
2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
3. Basis of Sale and Sales Channels
3.1 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
3.3 All prices shown on Our B2B Site and all sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.
3.4 No part of Our B2B Site constitutes a contractual offer capable of acceptance. The Buyer’s order via Our B2B Site constitutes a contractual offer which the Seller may, at its sole discretion, accept. The Seller’s acknowledgement of the Buy’s Order does not mean that the Seller has accepted it. The Seller’s acceptance of an order placed via Our B2B Site is indicated by the Seller sending the Buyer an “order confirmation” by email. No contract for the sale of the Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the Goods or has accepted an order placed by the Buyer by whichever is the earlier of:
a) the Seller’s written acceptance;
b) delivery of the Goods; or
c) delivery of the Seller’s invoice.
Only once one of the above actions has been taken by the Seller will there be a legally binding Contract between the Buyer and the Seller.
3.5 Any typographical, clerical or other accidental errors or omissions on Our B2B Site or in any advertising materials or promotional literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3.6 Subject to Conditions 3.7 and 3.8 and any other restrictions agreed in writing between the Buyer and the Seller, the Buyer may on-sell the Goods using any sales channels it wishes to exploit in accordance with these Terms and Conditions.
3.7 The Buyer may not under any circumstances, unless specifically authorised to do so in writing by the Seller, on-sell the Goods via Fulfilment by Amazon or the Amazon Platform (whether with or without Amazon Prime status and whether the order is fulfilled by the Buyer or Amazon directly).
3.8 The Buyer shall not use any advertising materials or promotional literature without the Seller’s prior approval, and nor shall the it make any written statement as to the quality or manufacture of the Goods without the approval of the Seller.
3.9 The Buyer shall take all necessary steps to ensure that no person to whom it on-sells Goods shall do any of the things prohibited by Conditions 3.7 and 3.8 and a breach of any such Condition (whether by the Buyer or by a person to whom the Buyer has on-sold Goods) will be deemed a material breach of these Terms and Conditions for the purposes of Condition 13.2. The provisions of Conditions 3.7, 3.8 and 3.9 shall survive termination of the Contract.
4. Orders and Specifications
4.1 Our B2B Site will guide the Buyer through the ordering process if the Buyer chooses to place its order in such a way. Before the Buyer places an on-line order it will be given the opportunity to review its order (including its selection of the required size, model, colour and quantity) for Goods and should ensure it has been checked carefully before it is submitted. If during the order process the Buyer provides the Seller with incorrect or incomplete information, it should contact the Seller as soon as possible. If the Seller is unable to process the Buyer’s order due to incorrect or incomplete information, the Seller will contact the Buyer to ask for the information to be corrected or completed and if such action is not taken by the Buyer within a reasonable time of the Seller’s request, the Seller will cancel the Buyer’s order and treat the Contract as being terminated. The Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the Buyer’s incorrect or incomplete information.
4.2 No order, however submitted by the Buyer, shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller.
4.3 The specification for the Goods shall be that set out in the Seller’s sales documentation unless varied expressly in the Buyer’s order (if such variation(s) is/are accepted by the Seller). The Goods will only be supplied in the minimum units thereof stated on Our B2B Site or in the Seller’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly.
4.4 Illustrations, photographs or descriptions whether on Our B2B Site or in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.
4.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.
4.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation.
5.1 The price of the Goods shall be the price shown on Our B2B Site or listed in the price list current at the date of acceptance of the Buyer's order or such other price as may be agreed in writing by the Seller and the Buyer.
5.2 Where the Seller has quoted a price for the Goods other than in accordance with the Seller's published price list the price quoted shall be valid for 20 Business Days only or such lesser time as the Seller may specify.
5.3 The Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
5.4 The Seller may allow the Buyer quantity discounts subject to and in accordance with the conditions set out in the Seller's published price list for the Goods current at the date of acceptance of the Buyer’s order.
5.5 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are exclusive of the Seller’s charges for packaging and transport.
5.6 The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.
6.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has tendered delivery of the Goods.
6.2 The Buyer shall pay the price of the Goods (less any discount or credit allowed by the Seller, but without any other deduction credit or set off) within 30 Business Days of the date of the Seller’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Buyer and the Seller in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.3 All payments shall be made to the Seller as indicated on the form of acceptance or invoice issued by the Seller.
6.4 The Seller is not obliged to accept orders from any customer or buyer who has not supplied the Seller with references satisfactory to the Seller. If at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment and notwithstanding Condition 6.2 of these Terms and Conditions, all amounts owing by the Buyer to the Seller shall be immediately payable in cash.
7.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place specified in the Buyer’s order and/or the Seller’s acceptance as the location to which the Goods are to be delivered by the Seller.
7.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer.
7.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.4 If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provisions of Condition 10.1 risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.
8.1 If the Seller fails to deliver the Goods or any part thereof on the Delivery Date other than for reasons outside the Seller’s reasonable control or the Buyer’s or its carrier’s fault:
a) if the Seller delivers the Goods at any time thereafter the Seller shall have no liability in respect of such late delivery; or
b) if the Buyer gives written notice to the Seller within 10 Business Days after the Delivery Date and the Seller fails to deliver the Goods within 15 Business Days after receiving such notice the Buyer may cancel the order and the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to those not delivered over the price of the Goods not delivered.
9.1 The Buyer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be.
9.2 Where the Goods cannot be examined the carrier’s note or such other note as appropriate shall be marked “not examined”.
9.3 The Seller shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this Condition 9 are not complied with and, in any event, will be under no liability if a written complaint is not delivered to the Seller within 10 Business Days of delivery detailing the alleged damage or shortage.
9.4 In all cases where defects or shortages are complained of the Seller shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Seller before they are on-sold by the Buyer.
9.5 Subject to Conditions 9.3 and 9.4, the Seller shall make good any shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.
10. Risk and Retention of Title
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.
10.3 Until payment has been made to the Seller in accordance with these Terms and Conditions and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for the Seller and the Buyer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Seller and shall insure the Goods against all reasonable risks.
10.4 In the event that the Buyer sells or transfers the Goods to a third party before legal and beneficial title has passed to it under these Terms and Conditions, the proceeds of the on-sale or transfer (or such proportion as is due to the Seller) shall be held by the Buyer on behalf of the Seller. The Buyer shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on the Seller’s behalf are identified as such.
10.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
10.6 The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which the Seller retains title or inspecting the Goods to ensure compliance with the storage and identification requirements of Condition 10.4.
10.7 The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if:
a) the Buyer commits or permits any material breach of its obligations under these Terms and Conditions;
b) the Buyer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with its creditors;
c) the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
d) the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer;
e) any event analogous to any of the events listed in sub-Conditions 10.7(b) to 10.7(d) occurs in relation to the Buyer in any other jurisdiction.
11.1 The Seller may assign the Contract or any part of it to any person, firm or company without the prior written consent of the Buyer.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.
12. Defective Goods
12.1 If on delivery any of the Goods are defective in any material respect and either the Buyer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Buyer gives written notice of such defect to the Seller within 10 Business Days of such delivery, the Seller shall at its option:
a) replace the defective Goods within 60 Business Days of receiving the Buyer’s notice; or
b) refund to the Buyer the price for those Goods (or parts thereof, as appropriate) which are defective,
but the Seller shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Goods if delivery is not refused or notice give by the Buyer as set out above.
12.2 No Goods may be returned to the Seller without the prior agreement in writing of the Seller. Subject thereto any Goods returned which the Seller is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Seller’s sole discretion the Seller shall refund or credit to the Buyer the price of such defective Goods but the Seller shall have no further liability to the Buyer.
12.3 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Seller’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Seller’s prior approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
12.4 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.5 Except in respect of death or personal injury caused by the Seller’s negligence, or as expressly provided in these Terms and Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
12.6 The Buyer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer’s failure to comply with this condition.
13. Buyer's Default
13.1 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
a) cancel the order or suspend any further deliveries to the Buyer;
b) appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
c) charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per annum above HSBC Bank plc’s base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
13.2 This condition applies if:
a) the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;
b) the Buyer becomes subject to an administration order enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or any analogous event in any other jurisdiction;
c) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;
d) the Buyer ceases, or threatens to cease, to carry on business; or
e) the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
13.3 If Condition 13.2 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
14. Limitation of Liability
14.1 Subject to Condition 7, Condition 8 and Condition 13, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
a) any breach of these conditions;
b) any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
14.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
14.3 Nothing in these Terms and Conditions excludes or limits the liability of the Seller:
a) for death or personal injury caused by the Seller’s negligence;
b) for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
c) for fraud or fraudulent misrepresentation.
14.4 Subject to Conditions 14.2 and 14.3:
a) the Seller’s total 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 the Contract shall be limited to the Contract Price; and
b) the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
15. Confidentiality, Publications and Endorsements
15.1 The Buyer will regard as confidential the contract and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller's prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer's default.
15.2 The Buyer will not use, authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises, note paper, visiting cards, advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Seller and (where appropriate) its licensor.
15.3 The Buyer will use all reasonable endeavours to ensure compliance with this Condition 15 by its employees, servants and agents and any persons to whom it on-sells the Goods for the purpose of further on-sale.
15.4 The provisions of this Condition 15 shall survive the termination of the Contract.
16.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
16.2 Notices shall be deemed to have been duly given:
a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
b) when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
c) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
d) on the tenth business day following mailing, if mailed by airmail, postage prepaid.
16.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
17. Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
20. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
21. Law and Jurisdiction
21.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
21.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
B. TERMS AND CONDITIONS FOR WEBSITE USE
1. Definitions and Interpretation
“Account” means an account required for a User to access and/or use certain areas of Our B2B Site, as detailed in Clause 3;
“Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our B2B Site;
“User” means a user of Our B2B Site;
“We/Us/Our” means First Person Limited, trading as Ecoffee Cup, a private limited company registered in England under number 04545094, whose registered address is The Courtyard, Shoreham Road, Steyning, West Sussex, BN44 3TN and whose business address is Suite D, Bourne House, Prince Edward Street, Berkhamsted HP4 3EZ.
2. Access to Our B2B Site
2.1 Access to Our B2B Site is free of charge. Our B2B site is operated by DEAR systems.
2.2 It is your responsibility to make any and all arrangements necessary in order to access Our B2B Site.
2.3 Access to Our B2B Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our B2B Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our B2B Site (or any part of it) is unavailable at any time and for any period.
3.1 Certain parts of Our B2B Site (including the ability to purchase goods from Us) may require an Account in order to access them.
3.2 You may not create an Account if you are under 18 years of age.
3.3 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
3.4 We recommend that you choose a strong password for your Account, consisting of a combination of lowercase and uppercase letters, numbers and symbols. It is your responsibility to keep your password safe. You must not share your Account with anyone else. If you believe your Account is being used without your permission, please contact Us immediately at [email protected]. We will not be liable for any unauthorised use of your Account.
3.5 You must not use anyone else’s Account without the express permission of the User to whom the Account belongs.
3.6 Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the law, as set out in Clause 14.
3.7 If you wish to close your Account, you may do so at any time. Closing your Account will result in the removal of your information. Closing your Account will also remove access to any areas of Our B2B Site requiring an Account for access.
4. Intellectual Property Rights
4.1 All Content included on Our B2B Site and the copyright and other intellectual property rights subsisting in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
4.2 Subject to sub-Clause 4.3 you may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content from Our B2B Site unless given express written permission to do so by Us.
4.3 You may:
a) Access, view and use Our B2B Site in a web browser (including any web browsing capability built into other types of software or app);
b) Download Our B2B Site (or any part of it) for caching;
c) Print page(s) from Our B2B Site;
d) Download extracts from pages on Our B2B Site; and
e) Save pages from Our B2B Site for later and/or offline viewing.
4.4 Our status as the owner and author of the Content on Our B2B Site (or that of identified licensors, as appropriate) must always be acknowledged.
4.5 You may not re-use any Content printed, saved or downloaded from Our B2B Site for commercial purposes without first obtaining a licence from Us (or our licensors, as appropriate) to do so. This does not prohibit the normal access, viewing and use of Our B2B Site by business users.
5. Links to Our B2B Site
5.1 You may link to Our B2B Site provided that:
a) you do so in a fair and legal manner;
b) you do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
c) you do not use any logos or trade marks displayed on Our B2B Site without Our express written permission; and
d) you do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
5.2 You may not link to any page other than the homepage of Our B2B Site. Deep-linking to other pages requires Our express written permission. Please contact Us at [email protected] for further information.
5.3 Framing or embedding of Our B2B Site on other websites is not permitted without Our express written permission. Please contact Us at [email protected] for further information.
5.4 You may not link to Our B2B Site from any other site the main content of which contains material that:
a) is sexually explicit;
b) is obscene, deliberately offensive, hateful or otherwise inflammatory;
c) promotes violence;
d) promotes or assists in any form of unlawful activity;
e) discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation, or age;
f) is intended or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
g) is calculated or is otherwise likely to deceive another person;
h) is intended or is otherwise likely to infringe (or to threaten to infringe) another person’s privacy;
i) misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this sub-Clause 5.4);
j) implies any form of affiliation with Us where none exists;
k) infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks and database rights) of any other party; or
l) is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
6. Links to Other Sites
Links to other sites may be included on Our B2B Site. Unless expressly stated, these sites are not under Our control. We neither assume nor accept responsibility or liability for the content of third party sites. The inclusion of a link to another site on Our B2B Site is for information only and does not imply any endorsement of the sites themselves or of those in control of them.
7. Liability and Disclaimers
7.1 Nothing on Our B2B Site constitutes advice on which you should rely. It is provided for information purposes only. Professional or specialist advice should always be sought before taking any action on the basis of any information provided on Our B2B Site.
7.2 Insofar as is permitted by law, We make no representation, warranty, or guarantee that Our B2B Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
7.4 To the fullest extent permissible by law, We accept no liability to any User for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our B2B Site or the use of or reliance upon any Content included on Our B2B Site.
7.5 If you are a business user, We hereby exclude all implied conditions, warranties, representations or other terms that may apply to Our B2B Site or Content. We will not be liable for any loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
7.6 If you are a consumer user, please note that Our B2B Site is intended for business use only, however if, as a result of Our failure to exercise reasonable care and skill, any digital content from Our B2B Site damages your device or other digital content belonging to you, you may be entitled to certain legal remedies. For more details on consumer rights, please contact your local Citizens Advice Bureau or Trading Standards Office.
7.7 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our B2B Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
8. Viruses, Malware and Security
8.1 We exercise all reasonable skill and care to ensure that Our B2B Site is secure and free from viruses and other malware.
8.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.
8.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our B2B Site.
8.4 You must not attempt to gain unauthorised access to any part of Our B2B Site, the server on which Our B2B Site is stored, or any other server, computer, or database connected to Our B2B Site.
8.5 You must not attack Our B2B Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.
8.6 By breaching the provisions of sub-Clauses 8.3 to 8.5, you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our B2B Site will cease immediately in the event of such a breach.
9. Acceptable Usage Policy
9.1 You may only use Our B2B Site in a manner that is lawful and that complies with the provisions of this Clause 9. Specifically:
a) you must ensure that you comply fully with any and all local, national or international laws and/or regulations;
b) you must not use Our B2B Site in any way, or for any purpose, that is unlawful or fraudulent;
c) you must not use Our B2B Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and
d) you must not use Our B2B Site in any way, or for any purpose, that is intended to harm any person or persons in any way.
9.2 When submitting or communicating using Our B2B Site, you must not submit, communicate or otherwise do anything that:
a) is sexually explicit;
b) is obscene, deliberately offensive, hateful or otherwise inflammatory;
c) promotes violence;
d) promotes or assists in any form of unlawful activity;
e) discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation or age;
f) is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
g) is calculated or is otherwise likely to deceive;
h) is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;
i) misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 9.2);
j) implies any form of affiliation with Us where none exists;
k) infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party; or
l) is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
a) suspend, whether temporarily or permanently, your Account and/or your right to access Our B2B Site;
b) issue you with a written warning;
c) take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
d) take further legal action against you as appropriate;
e) disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
f) any other actions which We deem reasonably appropriate (and lawful).
10. Privacy and Cookies
12. Contacting Us
To contact Us, please email Us at [email protected].
13. Communications from Us
13.2 We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link. If you opt out of receiving emails from Us at any time, it may take up to 10 business days for Us to comply with your request. During that time, you may continue to receive emails from Us.
13.3 For questions or complaints about communications from Us (including, but not limited to marketing emails), please contact Us at [email protected].
14. Data Protection
14.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
15. Law and Jurisdiction