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Website terms and conditions: goods to consumers, payment online
Trading terms and conditions of Florentyna Dawn Ltd
These terms and conditions regulate the business relationship between you and us. By using Our Website in any way, or by buying from us, you agree to be bound by them.
No person under the age of 18 years may purchase Goods. If you are under 18, please confer with an adult to make your purchase.
We are: Florentyna Dawn Ltd.
Our address is: 325-327, London Road, Hazel Grove,
Stockport, Cheshire. SK7.4PS
You are: a visitor to Our Website / our customer
The terms and conditions
1 Definitions
In this agreement:
“Carrier” means any person or business contracted by us to carry Goods from us to you, whether all or part of the distance.
“Consumer” means any natural person who, in connection with this agreement, is acting for purposes which are outside his business.
“Our Website” means the entire computing hardware and software installation that is or supports Our Website.
“Goods” means any of the Goods we offer for sale on our Website
“Content” means any material in any form published on Our Website by us or any third party with our consent.
“Material” means Content of any sort posted by you on Our Website
2 Our contract with you
These terms and conditions apply:
2.1 So far as the context allows, to you as a visitor to Our Website; and
2.2 in any event to you as a buyer or prospective buyer of our Goods.
2.2 We shall accept your order by e-mail confirmation. That is when our
contract is made Our message will also confirm details of your purchase
and tell you when we shall dispatch your order.
2.3 We may change these terms from time to time. The terms that apply to you are those posted here on Our Website on the day you order Goods.
2.4 Unfortunately we cannot guarantee that Goods advertised on our website are available.
2.5 If we do not have all of the Goods you order in stock, we will offer you alternatives. If this happens you may:
.1 accept the alternatives we offer;
.2 cancel all or part of your order;
2.7 If in future, you buy Goods from us under any arrangement which does not involve your payment via Our Website, these terms still apply.
2.8 If we owe you money on account of your cancellation, we will credit your credit or debit card as soon as reasonably practicable but in any event no later than [21] days from the date of cancellation of your order.
3 Your account with us
3.1 You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself. We need this information to provide you with the Goods.
3.2 If you use the website, you are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorised person from using your computer.
3.3 You agree to accept responsibility for all activities that occur under your account or password. You should tell us immediately if you believe some person has accessed your account without your authority and also log in to your account and change your password.
3.4 We reserve the right to refuse you access to Our Website.
4 Price and Payment
4.1 We endeavour to keep our website and catalogue prices updated and accurate but it is possible that the price may have increased from that published. If that happens, we will not send your order until you have confirmed that you wish to order at the new price.
4.2 Banking charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than pounds Sterling will be borne by you.
4.3[Any information given by us in relation to exchange rates are approximate only and may vary from time to time.]
4.4Prices include UK value added tax. If you show by your delivery address that you reside outside the United Kingdom, VAT will be deducted at the payment point.
OR
4.5 Prices include UK value added tax. If you show by your delivery address that you reside outside the United Kingdom, we will refund to you the amount charged as VAT.
5 Delivery
5.1 Deliveries will be made by post / a carrier instructed by us to the address stipulated in your order. You must ensure that someone is present to accept delivery.
5.2 If we are unable to deliver your order after two calls by Royal Mail / our carrier, we will notify you to try to arrange an alternative date for delivery, convenient to you. If we have failed to contact you after [10] days from the first time we attempted delivery, we will cancel your order and return money paid for the goods. We will retain any charge we made for delivery.
5.3 If we ourselves are not able to deliver your Goods within [20] days of the date of your order, we shall notify you by e-mail to arrange a later date for delivery and giving you the option of canceling your order.
5.4 We may deliver the Goods in installments if they are not all available at the same time for delivery.
5.5 Goods are sent at our risk until signed for by you or by any other person at the address you have given to us.
5.6 [Goods are sent by post. We will send you a message by email to tell you when we have dispatched your order.]
6 Cancellation of order
6.1 If you are a citizen of the European Union, and you bought the Goods as a Consumer, you may cancel your order at any time before we despatch your order or before the expiry of 7 working days from the date you receive your order, not including the day you received it.
6.2 As required by the Distance Selling Regulations, details of our after-sales service and guarantees, if any, are given on our website / in our catalogue.
6.3 If you cancel before we have sent the Goods, we will refund to you the price of the Goods and the cost of delivery, if any.
6.4 If you cancel after we have despatched the Goods, we will refund the price of the goods only.
6.5 [The option to cancel your order is not available if the Goods are:
6.5.1 Perishable;
6.5.2. made or altered to your specification;
6.5.3 shrink wrapped or otherwise sealed electronic media such as software or DVD, which has been opened.
6.5.4 newspapers or magazines]
6.6 If you cancel your order after we have despatched the Goods, you must return them to us within 7 days in the same condition in which you received them. We cannot refund your money if the Goods have been used, worn or damaged.
6.7 You are responsible for the cost of returning them.
6.8 To assist us in identifying your Goods on receipt by us, we ask you to telephone 0161-4871679 for a returns reference to be placed below our address / returns label.
6.9 If you fail to return the goods, within 14 days, we are entitled to arrange for their collection. If we do we shall look to you to repay us the cost of collection.
6.10 We will refund your money within 30 days.
6.11 This paragraph does not affect your rights in the event that the Goods are faulty.
7 Foreign taxes, duties and import restrictions
7.1 If you are not in the UK, we have no knowledge of, and no responsibility for, the laws in your country.
7.2 You are responsible for purchasing Goods which you are lawfully able to import and for the payment of import duties and taxes of any kind levied in your country.
8 Goods returned
8.1 If for any reason you are not completely happy with your purchase, just
OR contact us within 21 days and we will refund all your purchase price.
8.2 Our most important task is to ensure your absolute satisfaction. We will always strive to reach that target. However, we acknowledge that mistakes are made occasionally. This paragraph covers that possibility. If you are not wholly satisfied with the Product, please tell us at the earliest opportunity:
8.2.1 exactly what is the fault;
8.2.2 the date, if relevant, when the fault became apparent;
8.2.3 when and how you discovered the fault;
8.2.4 how the fault affected your use of the Goods;
8.3 To do this, it is essential that you follow the instructions below. These provisions apply in the event that you return Goods to us because you say they are faulty:
8.4 You must tell us by email message to info@florentynadawn.co.uk or by letter to our land address at the top of this agreement, you that you would like to return goods, specifying exactly what goods and when purchased, and giving full details of the defect or other reason for return. We will then issue a returns note. If you send goods to us without a returns note, we may not be able to identify sufficient details to enable us to attend to your complaint.
8.5 The Goods must be returned to us as soon as any defect is discovered.
8.6 So far as possible, Goods should be returned:
8.6.1 with both goods and all packaging as far as possible in their original condition;
8.6.2 securely wrapped;
8.6.3 including our delivery slip;
8.6.4 at your risk and cost.
OR
The procedure for return of Goods is set out on our website. If you do not follow this procedure, we may be unable to identify you as the sender of the goods.
9 Disclaimers
9.2 We or our Content suppliers may make improvements or changes to Our Website, the Content, or to any of the Goods, at any time and without advance notice.
9.3 You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention, any that you find.
9.4 We give no warranty and make no representation, express or implied, as to:
9.4.1 the adequacy or appropriateness of the Goods for your purpose;
9.4.2 the truth of any Content on Our Website published by someone other than us;
9.4.3 any implied warranty or condition as to merchantability or fitness of the Goods for a purpose other than that for which the Goods are commonly used;
9.4.4 Compatibility of Our Website with your equipment, software or telecommunications connection.
9.5 [Our Website contains links to other Internet websites outside our power and control. You acknowledge and agree that we shall not be liable in any way for the Content of any such linked website, nor for any loss or damage arising from your use of any such website.]
9.6 We are not liable in any circumstances for special, indirect or consequential loss or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website or the purchase of Goods.
9.7 In any event, including the event that any term or condition or obligation on our part (“Implied Term”) is implied into these conditions by law, then our liability is limited to the maximum extent permitted by law, to the value of the goods or services you have purchased.
9.8 The above two sub paragraphs do not apply to a claim for personal injury.
10 Content and Intellectual Property Rights
10.2 We will defend the intellectual property rights in connection with our Goods and Our Website, including copyright in the Content whether provided by us or by any other content provider (including copyright in: text, graphics, logos, icons, images, audio clips, digital downloads, data, and software).
10.3 We also claim copyright in the designs and compilation of all Content of Our Website. Title, ownership rights, and shall remain the sole property of us and / or the other content provider. We will strongly protect those rights in all countries.
10.4 Except as set out below, you may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part.
10.5 You may not use our name or logos or trade marks or any other Content on any website of yours or that of any other person.
10.6 Subject to the other terms of this agreement, you may download or copy Content only for your own personal use, provided that you maintain all copyright and other notices contained in it. You may not store electronically any significant portion of any Content.
11 Your email address
11.2 You represent that any username or email address selected by you, when used alone or combined with a second or third level domain name, does not interfere with the rights of any third party and has not been selected for any unlawful purpose.
11.3 You acknowledge and agree that if we believe such selection does interfere with the rights of any third party or is being selected for any unlawful purpose, we may immediately suspend the use of such name or email address, and you will indemnify us for any claim or demand that arises out of your selection.
11.4 You acknowledge and agree that we shall not be liable to you in the event that we are ordered or required by a court or judicial authority, to desist from using or permitting the use of a particular domain name as part of a name or email address.
12 System Security
12.2 We will do our best to maintain Our Website so that you have constant use, but there will be times when your use may be interrupted.
12.3 You agree that you will not, and will not allow any other person to violate or attempt to violate any aspect of the security of Our Website.
12.4 You may not use any software tool for the purpose of extracting data from our website.
12.5 You understand that any such violation is unlawful in many jurisdictions and that any contravention of law may result in criminal prosecution.
13 Indemnity
You agree to indemnify us against any claim or demand, including reasonable lawyers’ fees, made by any third party due to or arising in any way out of your use of Our Web Site, your posting any Material, or the infringement by you, or by any other person using your computer, of any intellectual property or other right of any person.
14 Miscellaneous provisions
14.2 When we communicate with you we do so by email. You agree that email communications are contractually binding in the same way as properly signed and dated paper sent by post.
14.3 Where we provide goods or services without specific charge to you, then it (or they) is deemed to be provided free of charge, and not to be associated with any other goods or service for which a charge is made. Accordingly, there is no contractual or other obligation upon us in respect of those goods or service.
14.4 Nothing in this agreement or on Our Website shall confer on any third party any benefit under the provisions of the Contracts (Rights of Third Parties) Act 1999.
14.5 If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
14.6 No waiver by us, in exercising any right, power or provision in this agreement shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.
14.7 In the event of a dispute arising out of or in connection with these terms or any contract between you and us, then you agree to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.
14.8 We are not liable for any breach of our obligations resulting from causes beyond our reasonable control including strikes of our own employees.
14.9 This Agreement shall be governed by and construed in accordance with the law of England. This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
Explanatory notes.
Florentyna Dawn is a Private Limited Company.
Company Number 2132060.
Address is,
325/327 London Road,
Hazel Grove,
Stockport,
Cheshire, SK7.4PS.
Telephone 0161-4871679.
Fax number 0161-4839478
Directors of the company are,
Mr G. Priestnall and Miss DG Priestnall.
Explanatory notes
Website terms and conditions: goods to consumers, payment online
General comments
1 Blue markings - the document has been marked in blue at many of the points where you may need to insert, amend or choose an alternative. The blue colourings are purely to draw your attention to these items. To use the document, you may either remove the blue markings or simply leave your black and white printer to print in dark grey. Do not attempt to print the document in colour. If several sub-paragraphs are marked in blue it is either because you may pick and choose or because all of the paragraphs follow from only one of the choices.
2 A terms and conditions document serves two prime purposes: first, it sets out the terms under which you have agreed to accept business. Everyone can see the details of the contract between you and your contract party can decide whether or not to enter into a contract on these terms. Secondly, the document affirms the legal rights of the parties, so that either can sue the other in court for a breach of these terms. You will hope of course, that by setting out your terms precisely, you will never be in dispute!
3 This template document is intended to form the basis of the appropriate terms for your business. To make it “work” for you, it is essential that you check every sentence and make sure it does apply to what you want from your deals.
4 If you sell to consumers, you must read and understand the Distance Selling Regulations. There are on the Net Lawman website at [url]. Many provisions must be fully understood for you to comply, but in particular, you must give the following information to your customer before the contract is complete (that is, before you are bound to sell and the buyer is bound to buy.) (Extract from the Regulations)
i) The identity of the supplier and, where the contract requires payment in advance, the supplier's address;
(ii) A description of the main characteristics of the goods or services;
(iii) The price of the goods or services including all taxes;
(iv) Delivery costs where appropriate;
(v) The arrangements for payment, delivery or performance;
(vi) The existence of a right of cancellation except in the cases referred to in regulation 13;
(vii) The cost of using the means of distance communication where it is calculated other than at the basic rate;
(viii) The period for which the offer or the price remains valid; and
(ix) Where appropriate, the minimum duration of the contract, in the case of contracts for the supply of goods or services to be performed permanently or recurrently;
You must also:
(a) Inform the consumer if he proposes, in the event of the goods or services ordered by the consumer being unavailable, to provide substitute goods or services (as the case may be) of equivalent quality and price; and
(b) Inform the consumer that the cost of returning any such substitute goods to the supplier in the event of cancellation by the consumer would be met by the supplier.
5 Here is a point of marketing, rather than legal, advice. We know nothing about your business, so we cannot provide you with defined terms which precisely describe what you sell. Most people do not read your terms (even if they have to “tick the box”). The people who do take the trouble to read them are likely to be the sort of people who expect the same attention to detail from you as they themselves give to their purchase of your goods or services. It therefore helps you to obtain their business if your terms are accurate and friendly. In particular, we advise you to change the words “Goods” or “Services” we have provided in the template to some word or phrase which describes more exactly what you sell. If you sell a large variety of products, “Goods” may be as good a description as you can find. But if you sell search engine optimisation services, then your clients may prefer you to refer to “SEO Services”, rather than the bald “Services”. But if you do change the defined word, make sure it applies to every use of it in the document.
6 Words in square brackets are mere suggestions for your consideration. Sections in blue font are areas where you should either select from alternatives or take particular care as to whether they are needed. You should revert to black font, once you have made your selection.
7 This document is drawn so far as possible to protect the site owner from civil claims in an English court. A secondary consideration is to protect in any other court. A third consideration is to deter would be claimants from action. There are a number of issues peculiar to any one business which will affect the drafting of Internet terms and conditions. Many of the conditions will appear, or not appear, as a matter of management policy. Marketing decisions may dictate that the conditions shall not be too strict. However, you are strongly advised “If in doubt, leave it in”.
8 The Consumer Protection (Distance Selling) Regulations and other consumer protection legislation will apply to this contract in respect of sales within the European Union. Full account has been taken of these in the conditions, so far as appropriate. But note that many provisions are matters which will affect the way you do business, even if not mentioned in these terms. The Net Lawman website contains both the Regulations and a free information article of commentary.
Note also, that statements made and information given on your web pages will be regarded by a judge as “representations” which may have induced your customer to enter into a contract with you. You cannot therefore avoid a claim for misrepresentation merely by using your terms and conditions to deny the truth of everything on your Website.
9 It is essential that terms and conditions are incorporated into the contract. If they are not drawn to the buyer’s attention until after the contract has effectively been made, then they do not form part of the contract and the buyer is not bound by them. There is another issue here. To obtain the best benefit from the terms, you should seek to bind people who are merely site visitors as well as actual buyers. Whether you can do this depends on whether you are able to ask for confirmation of acceptance of the T & C at an early stage of a visit to your site. If you are not able to do so except as part of your ordering procedure, the terms will not constitute a contract between you and the visitor, but will apply only as a mere statement of your intent, policy, or as the case may be.
So far as any visitor or buyer is concerned, it is therefore important that the Website ordering system is such that the buyer has to take some positive step to confirm that he has read the terms and conditions. If the usual device of a check box is used, it is important that it is not “pre-ticked”. It is essential that references made to these terms and conditions immediately before a new user can click to activate a purchase or join up. Here is an example:
“I have read and understood [your name]’s terms and conditions, and I agree that they form part of the contract between us. If I am under the age of 18 years, I confirm that I have brought the terms and conditions to the notice of my parent or guardian, and that person has agreed that I may buy your goods.”
Better still, the preferred acceptance device is one which compels the buyer to go to a page containing the terms and conditions, and where the confirmation of acceptance is on that same page.
Unless your business model requires sales to children, it is best specifically to exclude people under age 18.
10 It is not necessary for your customer to be identified by name. “You” is enough. However, you do have to be accurately identified. A Website name is not enough. You must clearly state the real name of you or your company, trading address and names of directors. (Electronic Commerce Regulations). We have provided for your name and address at the beginning. We suggest that you state full details at the end of the document.
11 Small print - we do not advocate small print or close type. The whole thrust of the Electronic Commerce Regulations is towards transparency. In any dispute, you will be prejudiced by any failure to “set out your stall” openly.
We now refer to the document, using the document paragraph numbers:
1 Defined terms should always have capital letters, so that anyone seeing a capital letter in the text of the document knows immediately that the specific meaning of that word or term is defined. By defining a term, we avoid long descriptions in the text and reduce the risk of misunderstanding. It is bad practice to use defined terms when they are not necessary (as you see in many legal documents!). If the definition we have used for a particular term is not appropriate to your business, for example because there is an industry-specific term, then by all means change our defined word. Remember to change the word in the document too!
2 Establishes the contract. This is very important in an Internet contract because there are so many places in the buying procedure where it could be claimed that the contract has been completed. By leaving the point as late as possible, you avoid a position arising where:
• you hold your customers Goods and they have not paid; or
• every piece of advertising or information on your Website could constitute an offer; or
• a customer could claim Goods you inadvertently priced wrongly; or
• goods are provided later than you expected or represented.
Make quite sure that this paragraph accurately reflects the way you do business.
4 In law, there is no contract unless both parties have agreed the terms, so you cannot ask for more money than the customer originally agreed to pay.
4 It is a requirement of the Distance Selling regulations that prices for goods for sale to consumers must be shown inclusive of VAT.
5 Delivery is an area covered in detail by the Distance Selling Regulations. If you wish to depart from this text, we advise you to check the regulations first.
6 Cancellation: we advise no change to this paragraph.
8 Returns policy: this paragraph provides at its end for the alternative of stating your returns policy on your website. You could argue that a customer is unlikely to have your T&C at hand when he wants to return goods. So you can make life easiest for yourself if you make it clear to him what you want him to do. Furthermore, it may be easier to edit text on a web page than to change your T&C document. The problem which may arise is that what you say on your website may not be contractually binding. If you are selling low value goods, it is unlikely to matter, but if each sale is for £5,000 you need to get it right. The best course is to set out your conditions for return both in the T&C document and on your website.
9 Disclaimers are not always binding. The law is complicated and much depends on the facts of each case. Our best advice to you is to include these disclaimers so far as they apply to your business, but do not expect that you can conduct your business with disregard to basic moral principles. The Sales of Goods Act and Misrepresentation Act and many others still apply. However, disclaimers regarding other websites will apply and you should leave them in place.
10 Content, etc: it is Net Lawman drafting policy to avoid these awful US style lists (8.1 and 8.4), but in this paragraph, they have been included in order to make sure each item is covered in an area of law where solicitors and judges may not be too hot on the latest IT buzz words. The provisions in this paragraph are generally required. We advise you to make no change.
11 This paragraph is a provision against both fraud and accidental breach of someone else’s intellectual property rights. If your terms set out the proposition that user names and email addresses must be “honest”, it will be far harder for any third party to claim that you have been negligent by allowing a visitor to your site to damage him by using his trade mark or by your visitor passing off his contribution to your forum as coming from him.
12 Your material: assumes that somewhere on your website there is provision for site visitors to enter or upload data. This may be personal information, advertising, a forum, upload of images, or anything else. The paragraph keeps you in full control of all data you collect. However, you should always remember the provisions of the Data Protection Act. When you registered, you told the Information Commissioner what data you collected and why. If you really want to use material posted on your site, you should make sure your use is within your DPA registration. Furthermore, consent of the individuals or organisations may be required despite this paragraph.
13 If you are not providing a paid service, you have no obligation to keep your website open, but of course, if you are successful, your customers will come to rely on you 24/365.
14 An acceptable use policy assumes that your visitors are able to post or upload material of some sort. If there are limits to their use, then some of these provisions will be unnecessary and should be deleted.
15 Do not delete the indemnity.
16 Email communications are usually binding in the UK, but may not be, elsewhere. In any case, not everyone is aware of the legal position. If your business is such that you do not want email to be binding, you may specify that to be the case and so it will be.
16 Unless you have a good reason to delete any one of these, we recommend that they should remain as drawn.
End of notes
Copyright
All documents are copyright Net Lawman Ltd, 2002-2008 Documents may be enlarged, reduced or otherwise edited, but we ask you please to keep the copyright notice in place so far as that does not inconvenience your use of the document. If you want to remove it, then you may do so.
The license to use the document is effective for use by one organisation only, as often as you like.
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