TasteWant Terms of Service (Terms & Conditions)
1 Acceptance of Terms
Your access to and use of TasteWant (“www.TasteWant.com“) is subject exclusively to these Terms and Conditions. You will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions. By using the Website you are fully accepting the terms, conditions and disclaimers contained in this notice. If you do not accept these Terms and Conditions you must immediately stop using the Website. TasteWant is currently a free service until further notice, no credit, debit card or any type of payment is needed to join and you will not be charged for any company, Product, Chef or Person listings. TasteWant is a free service and you are not tied down to any ongoing contract or obliged to post photos.
TasteWant will to no responsibility for any outcome or loss by using this website or any website linking to it, we will also not take any responsibility for incorrect information on our free and claimed company listings, event or any other part of TasteWant, if you wish any information to be removed from TasteWant please contact us on firstname.lastname@example.org
The contents of the Website do not constitute advice and should not be relied upon in making or refraining from making, any decision.
3 Changes to Website
TasteWant reserves the right to:
3.1 change or remove (temporarily or permanently) the Website or any part of it without notice and you confirm that TasteWant shall not be liable to you for any such change or removal; and
3.2 change these Terms and Conditions at any time, and your continued use of the Website following any changes shall be deemed to be your acceptance of such change.
4 Links to Third Party Websites
The Website may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such sites.
TasteWant is not responsible for any threatening, defamatory, obscene, offensive or illegal information or use of the site’s services by any other party.
5.1 All copyright, trade marks and all other intellectual property rights in the Website and its content (including without limitation the Website design, text, graphics and all software and source codes connected with the Website) are owned by or licensed to TasteWant or otherwise used by TasteWant as permitted by law.
5.2 In accessing the Website you agree that none of the articles or Website text may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder.
7 Account Creation
On creating an account with TasteWant we will read the content on any company listings, events, reviews, member profiles or any other content uploaded and we may create a an alert email according to information you have made public on the website. On joining this website you may also be subscribed to our newsletter system where we will update you with news, events, available jobs, from our own newsletters and sometimes emails from third parties. All of these subscriptions can be cancelled via specific removal links in the newsletters / job alerts, by emailing us via addresses contained in the newsletter or email us on email@example.com
8 Disclaimers and Limitation of Liability
8.1 The Website is provided on an “AS IS” and “AS AVAILABLE” basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
8.2 To the extent permitted by law, TasteWant will not be liable for any indirect or consequential loss or damage whatever (including without limitation loss of business, opportunity, data, profits) arising out of or in connection with the use of the Website.
8.3 TasteWant makes no warranty that the functionality of the Website will be uninterrupted or error free, that defects will be corrected or that the Website or the server that makes it available are free of viruses or anything else which may be harmful or destructive.
8.4 Nothing in these Terms and Conditions shall be construed so as to exclude or limit the liability of TasteWant for death or personal injury as a result of the negligence of TasteWant or that of its employees or agents.
You agree to indemnify and hold TasteWant and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against TasteWant arising out of any breach by you of these Terms and Conditions or other liabilities arising out of your use of this Website.
If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.
11 Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the law of England and you hereby submit to the exclusive jurisdiction of the English courts.
You agree that TasteWant may stop your use of the site if TasteWant believes for any reason that you have violated or acted inconsistently with the terms and conditions of use of this site.
Your Internet browser has the in-built facility for storing small files- “cookies” – that hold information which allows a website to recognise your account. Our website takes advantage of this facility to enhance your experience. You have the ability to prevent your computer from accepting cookies but, if you do, certain functionality on the website may be impaired.
14 Our Blogger and 3rd Party Website Pledge
TasteWant finds and curates the best recipes and articles from around the internet and displays them with an image, snippet of content and a link back to the original source. We only choose websites that have allowed their content to be for Really Simple Syndication. Our content is always the property of the source that we share it from and we take no ownership or responsibility of that content or other content on that website or links to third party content from the source we have shared.
Our goal is to find and share the best recipes and food related content from around the internet and to drive traffic to these websites, we take into consideration the hard work and effort that bloggers and other content creators put into their content and websites, there for we only give a preview of the content with an image and a link back to the original website, their for TasteWant visitors have to click on the url link to find all of the information about the recipe and the food content, therefore this is very beneficial to the 3rd party websites as it drives more visitors to them.
If you wish us to remove any of the posts on TasteWant and for us to not share any of your recipes or food content on your website please email: firstname.lastname@example.org and we will remove the content as soon as we can.
We see ourselves as a partner to these 3rd party websites rather than a competitor.
14. TasteWant Experiences
TasteWant’s Experience section www.TasteWant.com/experiences is for information purposes only which include links to various 3rd party websites which TasteWant have no control over. TasteWant simply provides information and links to these 3rd party website, TasteWant takes no responsibility what so ever for the outcome of booking any these experiences, holidays, courses or any other experience or interactions you have with these 3rd part websites that links out from TasteWant including TasteWant’s Experience section.
TasteWant will not provide any additional information about the experiences apart from what is stated on the TasteWant Experiences section. Members of TasteWant can submit their own experiences, it is the complete responsibility for the member posting the experience to make sure that the information is accurate and TasteWant will take no responsibility for any untrue or misleading information within the content and links members submit and post.
TasteWant has the right to change these terms of service without prior warning and have the right to remove any content that we believe conflicts with our terms of service. To clarify TasteWant will take no responsibility what so ever for the use and outcome of using our TasteWant Experiences section www.TasteWant.com/experiences or any content displayed on TasteWant or take responsibility for any content that links directly from www.TasteWant.com and any other page on the TasteWant website.
Members that post their experiences on TasteWant please be aware we take no responsibility what so ever for the outcome of displaying your experiences on the TasteWant website www.TasteWant.com and we do not guarantee that there will be disruption to the TasteWant website or any of the services TasteWant provides.
Some of the links used on the TasteWant website maybe affiliate links, therefore TasteWant may receive a small commission if a visitors who click on the affiliate looks purchase from the linking websites.
15 TasteWant Competitions
TasteWant runs regular competition such as our Food Blogger Home Page Banner Competition, each competition prize will only be what is exactly stated as the prize, no prizes can be swapped for the monetary equivalent or for any alternative. We have the right to cancel competitions at any time without prior notice. TasteWant will take no responsibility for the outcome of winning a competition.
TasteWant’s Food Blogger Home Page Competition is only applicable to Food Bloggers therefore we will not enter any members that do not have an active food blog. The March 2016 Food Blogger Home Page Competition ends on 29th March 2016. The winning food blogger will be given a free banner on the home page of www.TasteWant.com between 1st April 2016 to 30th April 2016, and this competition will comply with our terms and conditions stated above.
TASTEWANT ADVERTISING & ADNETWORK TERMS & CONDITIONS
Please read this Agreement carefully before registering and using the Service. By clicking the “I have read and accept the TasteWant AdNetwork Membership Agreement” box at the bottom of the signup page; you indicate your acceptance of this Agreement and its terms and conditions. If you do not accept these terms and conditions you will not be allowed to participate in the Service.
INTRODUCTION AND DEFINITIONS
1.1 This Service Membership Agreement (the “Agreement”) is made between TasteWant (“TW”) and you, as user of the “TasteWant AdNetwork Service” (“the Affiliate”).
1.2 In this Agreement, the following words and expressions shall have the following meanings:
1.2.1 “Affiliate Property”: any Affiliate Website or other venues where the Affiliate has placed Links;
1.2.2 “Affiliate Website”: any website where the Affiliate has placed Links;
1.2.3 “Applicant”: an entity that wishes to become an Affiliate;
1.2.4 “Code of Conduct”: the obligations and covenants of the Affiliate detailed on the Schedule (as amended from time to time) which are a condition of the Agreement;
1.2.5 “CPA”: (cost per acquisition) the payment of a fee to an Affiliate which is contingent on a Visitor reaching a Advertiser’s Website through a Valid Click, and purchasing goods or services from the Advertiser in the Relevant Period;
1.2.6 “CPC”: (cost per click) the payment of a fee to an Affiliate which is contingent on a Visitor reaching a Advertiser’s Website through a Valid Click, regardless of whether the Visitor subsequently purchases any goods or services from the Advertiser;
1.2.7 “Links”: the hyperlink references (whether text, button, banner or any other format) from Affiliate Properties to Advertiser Websites;
1.2.8 “Advertiser”: the person or entity selling goods or services online or using the internet to raise its profile which has accordingly entered into a contract with TW to participate in the Service;
1.2.9 “Advertiser’s Website”: any website owned or operated by the Advertiser which sells goods or services to Visitors or endeavours to raise the Advertiser’s profile;
1.2.10 “Minimum Thresholds”: in relation to CPA or CPC the sum of (if the Affiliate is paid by credit transfer) £35
1.2.11 “Programme”: the participation of (as the case maybe) an Affiliate or Advertiser in the Service;
1.2.12 “Referer Logs”: data collated and retained by TW that identifies the Affiliate Property which directed any particular Visitor to any particular Advertiser’s Website;
1.2.13 “Relevant Period”: the time period which will determine whether an Affiliate earns a CPA or CPC following a Visitor’s purchase from a Advertiser. The Relevant Period will be agreed, on a case by case basis, between the Advertiser and TW;
1.2.14 “Sale”: (as the case maybe) a Visitor making a Valid Click (for CPC relationships) or a Visitor making a Valid Click and purchasing a good or service from the Advertiser within the Relevant Period which is subsequently validated by the Advertiser (for CPA relationships);
1.2.15 “Selected Venues”: the Affiliate Properties where the Applicant will, if subsequently invited to become an Affiliate, place Links;
1.2.16 “Service”: the online marketing system known as “TasteWant AdNetwork” which is provided by TW whereby TW introduces Affiliates to the Advertisers so that the Advertisers can increase online sales and raise their profile;
1.2.17 “Service Website”: means TW’s extranet system which operates the Service;
1.2.18 “VAT”: Value Added Tax as referred to in the Value Added Tax Act 1994;
1.2.19 “Valid Click”: a click which a bona fide Visitor voluntarily makes on a Link within an Affiliate Property, in order to access a Advertiser’s Website. Valid Clicks only include clicks consistent with the terms of this Agreement and the Code of Conduct;
1.2.20 “Visitor”: any person or entity that clicks on a Link.
1.3 In this Agreement unless the context otherwise requires, reference to:
1.3.1 the singular shall include reference to the plural and vice versa;
1.3.2 any gender shall include references to the other, and words importing a gender shall include every gender;
1.3.3 a “person” includes an individual, company, limited liability partnership or partnership;
1.3.4 a statute, enactment, order, regulation or other similar instrument shall be construed as a reference to it as from time to time amended, consolidated or re-enacted and includes all instruments or orders made under such enactment.
2.5 Each Applicant must provide TW with its physical address. PO boxes and other mail forwarding services are not allowed.
2.6 If the Applicant is a company or LLP, the Applicant must inform TW of its registered office and registration number.
2.7 Applicants may only participate in the Service after attaining 18 years of age. If an Applicant has not reached the age of 18, a parent or legal guardian must give TW his/her consent to the Applicant participating as an Affiliate.
2.8 It is each Affiliate’s responsibility to (if necessary) register with HMRC for VAT, and once registered to promptly inform TW of its VAT registration number.
2.9 In addition to TW approving the Selected Venues the Affiliate recognises that TW will at all times and without reference to the Affiliate monitor the Affiliate Properties and any Links to ensure that the Affiliate is not in breach of the terms of this Agreement.
2.10 TW may from time to time offer Affiliates the opportunity to participate in other “affiliate marketing” applications which TW may organise. Those Affiliates which participate in such applications acknowledge that they will be bound by separate terms and conditions which pertain to the application in question. Unless such terms and conditions expressly say to the contrary the terms and conditions of the application will override the terms of this Agreement.
2.11 Each Affiliate acknowledges that TW will (as set out in clause 5.3) generate invoices for CPC or CPAs paid by TW to the Affiliate. The Affiliate further acknowledges that the Service can only operate on the basis that TW (as opposed to the Affiliate itself) generates and submits the invoices. Accordingly, by continuing to participate in the Service the Affiliate acknowledges that it continues to consent to the generation of invoices by TW which may or may not include VAT.
THE AFFILIATE’S OBLIGATIONS
3.1 An Affiliate may only place Links on its Affiliate Properties, Subject to the provisions of this Agreement, each Affiliate may at any time place and remove whatever Links it so elects.
3.2 If a Selected Venue is no longer active or is used / owned by another entity then the Affiliate will immediately inform TW of this and provide to TW details of an alternative Selected Venue for TW to vet in accordance with clause 2.3.
3.3 Links must not mislead Visitors. Links may only be placed with the intention of delivering Valid Clicks.
3.4 Affiliates must not “spam” or use unsolicited email. If TW discovers that an Affiliate is “spamming” or using unsolicited email, TW will immediately terminate that Affiliate’s participation in the Service.
3.6 The Affiliate agrees not to select the name of another person with the intent to impersonate that person or deceive other users as to the Affiliate’s true identity.
3.7 The Affiliate agrees to provide TW accurate, complete and non-misleading information regarding the Affiliate’s identity and practices.
3.8 The Affiliate acknowledges that TW shall act upon any information or instructions that TW reasonably believes comes from the Affiliate. TW shall not be liable to the Affiliate if it transpires that such information has come from another source.
3.9 The Affiliate shall immediately notify TW by email at email@example.com if:
3.9.1 the Affiliate believes that any unauthorised use has or may be made of the password referred to in clause 3.5;
3.9.2 the Affiliate suspects or is aware of any other actual or possible abuses of the Service.
3.10 The Affiliate recognises that hard coding any banner, button or Link may impact on the future accuracy of those Links. The Affiliate understands that any breach of this clause
3.10.1 lead to Visitors receiving inaccurate information with the reputation of the Service consequently being brought into disrepute;
3.10.2 entitle TW to terminate the Agreement pursuant to clause 10.3;
3.10.3 lead to a Visitor seeking redress directly from the Affiliate.
3.11 All content that the Affiliate provides to and uses in connection with the Service must be owned by the Affiliate.
3.12 The Affiliate must ensure that it has all necessary registrations and consents to participate in the Service. This includes, but is not limited to, registration with the UK Financial Services Authority. It is the Affiliate’s responsibility to take its own independent advice as to which consents are required. TW will not advise any Affiliate. The Affiliate covenants to adhere to any such regulatory requirements whilst participating in the Programme.
CODE OF CONDUCT
4.1 The Affiliate covenants with TW to adhere to the Code of Conduct.
4.2 TW reserves the right to modify and update the Code of Conduct from time to time so that the Code of Conduct reflects, to the extent possible, ethical practice in light of changing technology. TW will place the updated Code of Conduct on the Service Website. It is the Affiliate’s responsibility to review the Code of Conduct and remain aware of such changes.
4.3 The Affiliate agrees to adhere to any additional code of conduct or terms of business which any Advertiser may require those Affiliates which participate in that Advertiser’s Programme to adhere to.
5.1 Once a Sale has occurred then (subject to the remaining provisions of this clause 5) the Affiliate will be paid a CPC or CPA by TW.
5.2 TW will take advance payment from the Advertisers. Payment should be made by the Advertiser in question to TW by the end of the month in which (as the case maybe) validation or a Valid Click occurs.
5.3 Once the Advertiser has paid TW then TW will prepare and send the Affiliate an invoice together with payment in respect of the CPC or CPA that the Affiliate has earned by generating the Sale. TW will endeavour to pay the CPC or CPA to the Affiliate during the when they hit the appropriate threshold of £35.
5.4 If TW cannot recover monies from the Advertiser then TW will be under no obligation to pay the CPC or CPA in question to the Affiliate.
5.5 Time shall not be of the essence regarding these payments and notwithstanding the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002 interest shall not accrue on any CPA or CPC which pursuant to this Agreement are due to the Affiliate.
5.6 All statistics are collected and calculated by TW and these will be the only valid statistics used by TW when determining whether CPA or CPC are payable.
5.7 CPA or CPC shall not be paid to the Affiliate if the aggregate of CPA or CPC owed by TW to the Affiliate is less than the Minimum Thresholds.
5.8 The Affiliate recognises that a Advertiser may change or discontinue CPA or CPC payments at any time. Each Advertiser is responsible for informing the Affiliate of any such changes.
5.9 If the Affiliate is registered for VAT the CPC or CPAs paid by TW will include VAT.
6.1 TW will pass data about the Affiliates to Advertisers. The Affiliate pursuant to the Data Protection Act 1998 gives its consent for such data to be disclosed.
6.2 The Advertisers have covenanted to TW to abide by the provisions of the Data Protection Act 1998 with regard to the personal data pertaining to the Affiliates which TW pursuant to this Agreement discloses to the Advertisers but TW will accept no liability for the acts and omissions of the Advertisers in this regard.
RESERVATION OF RIGHTS
7.1 TW reserves the right to modify this Agreement at any time. Furthermore, TW may add to, change, suspend or discontinue any aspect of the Service at any time. In either case TW will notify the Affiliate via email, newsletter or the Service Website of such changes. On receipt of such notice, the Affiliate may immediately withdraw from the Service by giving TW written notice. If no such notice is given to TW within one week, then the Affiliate will be deemed to have consented to the changes.
7.2 Notwithstanding the provisions of clause 7.1 TW may update the Code of Conduct as prescribed in clause 4.2. In such circumstances the Affiliate will not be entitled to terminate the Agreement.
7.4 If TW discovers a breach of this Agreement, TW may suspend the Affiliate’s participation in the Programme and/or remove or disable any Links. In such circumstances, pursuant to clause 10.3, TW may withhold any money that would otherwise be due to the Affiliate from use of the Service prior to termination.
7.5 If a Valid Click is made to a Advertiser’s Website which has been closed or is for any other reason inaccessible, TW reserves the right to redirect the Visitor to a suitable alternative operational Advertiser’s Website, provided that the Affiliate is associated with that alternative Programme. This will not affect the payment of any CPA or CPC.
LIMITATION OF LIABILITY AND INDEMNITY
8.1 The Service, its use and the results of such use are provided “as is” to the fullest extent permissible pursuant to applicable law. TW disclaims all warranties express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Service, its use and the results of such use. Without limiting the foregoing, TW specifically disclaims any warranty
(a) that the Service will be uninterrupted or error-free,
(b) that defects will be corrected,
(c) that there are no viruses or other harmful components,
(d) that the security methods employed will be sufficient, or
(e) regarding correctness, accuracy, or reliability. The Service relies on the performance of third parties beyond TW’s control.
8.2 TW shall not be liable for (i) any indirect, special, incidental or consequential loss of any nature arising out of TW’s obligations as set out in this Agreement, TW’s negligence, the use of or inability to use the Service or any information provided on the Service Website or any other hyperlinked website, such loss will include, without limitation, damages for loss of goodwill, lost profits, business interruption, loss of software, or other data on Affiliate’s information handling system or otherwise, even if TW has been advised of the possibility of such damages or (ii) any claim attributable to errors, omissions or other inaccuracies in the Service Website or any hyper linked website.
8.3 TW is the neutral host of the Service and has no responsibility or liability in relation to the arrangements that are entered into with Advertisers as part of the Service. No warranty can be made as to the performance of the Advertisers or the number of Visitors that any Affiliate Website may receive.
8.4 The Affiliate may from time to time apply to Advertisers to participate in their Programmes. TW cannot guarantee which Advertisers will accept which affiliate or what terms or what CPA or CPC the Affiliate may earn.
8.5 Nothing in this clause 8 excludes liability for fraudulent misrepresentation or death or personal injury caused by TW’s negligence.
8.6 The Affiliate will indemnify, defend, and hold harmless TW and its, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable legal fees) directly or indirectly arising from or relating to any matter related to this Agreement or the subject matter hereof and any dispute relating thereto.
8.7 TW makes no representations and gives no warranties whatsoever about any other website which may be accessed through the Service. In addition, a link to a website not owned or under the control of TW does not mean that TW endorses or accepts any responsibility for the content or the use of such website.
DISCLOSURE AND COLLECTION OF INFORMATION AND CONFIDENTIALITY
9.1 The following information may be posted on the Service Website:
9.1.1 the Affiliate’s identity as one of the entities that has subscribed to the Service;
9.1.2 any information (other than information expressly marked as being confidential) that is disclosed by the Affiliate to TW.
9.2 In order to enable TW to improve, promote and/or market the Service, TW may produce statistics or summaries relating to the use of the Service. None of this information shall identify the Affiliate.
9.3 TW may contact the Affiliate by email, telephone or post for feedback regarding the Service.
9.4 TW shall keep all information submitted by the Affiliate confidential except as provided within this Agreement.
9.5 The confidentiality obligations in this clause 9 shall not apply to the following information:
9.5.1 any information which comes into the recipient party’s possession (from someone other than the party disclosing the information in question) with no obligation of confidentiality attached;
9.5.2 any information which is disclosed with the prior approval of the disclosing party;
9.5.3 information which is either in the public domain or comes into the public domain through no act or omission of the party receiving the confidential information.
9.6 The Affiliate shall keep all information disclosed to the Affiliate by TW relating to TW’s business or affairs or the business or affairs of any Advertiser or any potential Advertiser strictly confidential unless one of the exceptions stated in clause 9.5 shall apply.
TERM AND TERMINATION
10.1 This Agreement shall commence on the date of this Agreement.
10.2 Either party may terminate the Agreement immediately if the other party is in breach of its obligations. In accordance with clause 7.4, if the Affiliate is in breach of its obligations, TW shall be under no duty to pay to the Affiliate any CPA or CPC that that would otherwise be due to be paid to the Affiliate by TW.
10.3 TW may terminate this Arrangement with immediate effect on written notice if:
10.4.1 the Affiliate ceases or threatens to cease to carry on its business;
10.4.2 a receiver, administrative receiver or similar officer is appointed over the whole or any part of the Affiliate’s business or assets;
10.4.3 an application is made (in respect of an Affiliate) either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given;
10.4.4 the Affiliate makes any arrangement for the benefit of its creditors;
10.4.5 the Affiliate goes into liquidation save for the purposes of a genuine amalgamation or reconstruction.
10.5 If the Affiliate is in breach of any of the provisions of clauses 3 and 4 and a Advertiser consequently asks TW to remove the Affiliate from that Advertiser’s Programme, then TW will immediately suspend that Affiliate’s membership of that Advertiser’s Programme. At its discretion, TW may permit the Affiliate to continue to participate in other Advertisers’ Programmes.
10.6 If the Affiliate accepts that if it (as a member of the Service) acts fraudulently then TW shall terminate the Agreement and in addition to the provisions of clause 10.3 will also be under no obligation to pay any further CPA or CPC to the Affiliate.
10.7 The termination of this Agreement shall not limit the enforceability of any of the rights or obligations of the parties that accrued before the termination date.
CONSEQUENCES OF TERMINATION
11.1 Upon the termination of the Agreement, the Affiliate shall immediately remove all Links from its sites. The Affiliate shall not be entitled to receive any CPA or CPC for Sales which occur after the termination date.
11.2 Clauses 9.6, 11.3 and 11.4 shall survive the termination of this Agreement.
11.3 The Affiliate shall acquire no rights following the termination of this Agreement to use any
(1) registered or unregistered trade marks or design rights;
(2) works attracting copyright protection;
(3) domain names;
(4) any text, or images, banners created or commissioned by or for TW or the Advertisers.
11.4 The Affiliate covenants to TW that for the 1 year following the termination of this Agreement, the Affiliate will not have any commercial dealings with any Advertiser which the Affiliate has been introduced to via the Service.
12.1 This Agreement is personal to the Affiliate who shall not, without the prior written consent of TW assign or transfer any of its rights and obligations under or arising out of this Agreement. The Affiliate consents to the assignment or delegation by TW of its rights, benefits and duties under this Agreement and to TW giving anyone information in connection with the proposed transfer of this Agreement.
12.2 Except as provided for in clause 7.1, all notices proceedings or other formal documents to be served by either party on the other shall be delivered by hand or by recorded delivery to the other’s address and all notices shall be deemed to be received upon delivery.
12.3 This Agreement sets out the entire agreement and understanding between the parties. No other representation or statement (excluding those which are fraudulent), whether or not in writing, shall form a term of this Agreement.
12.4 Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
12.5 Nothing in this Agreement is intended to, or shall be deemed to:
12.5.1 establish any partnership or joint venture between TW and the Affiliate;
12.5.2 constitute any party to be the agent of another party;
12.5.3 create any arrangement whereby one party holds monies or other benefits under this Agreement on trust for the other.
12.6 This Agreement is governed and construed in accordance with the laws of England. The parties submit to the exclusive jurisdiction of the English courts.
12.7 No third party shall acquire rights pursuant to the Contracts (Rights of Third Parties) Act 1999.
CODE OF CONDUCT
This Code of Conduct (as amended from time to time by TW) is part of the TW Service Membership Agreement (as amended from time to time) “Agreement” and uses the same definitions.
If an Affiliate breaches these rules, then TW may terminate the Agreement or the Affiliate’s participation in a particular Advertiser’s Programme. Pursuant to clause 10.3 of the Agreement, TW will be under no obligation to pay any CPA or CPC to the Affiliate.
1 Content of Affiliate Website
1.1 An Affiliate may place Links on its Affiliate Properties.
1.2 The Affiliate agrees not to provide TW with any information or material that infringes the rights of any other person (including any intellectual property rights). This includes both the unauthorized placing of any links to any website or other application owned or operated by TW and the selection of Links which are not in keeping with the image that the Advertiser’s Website is presenting.
1.3 The Affiliate further acknowledges to at all times respect the intellectual property and other rights of TW and the Advertisers.
1.4 Each Affiliate Website must reflect favourably on TW and Advertisers. Affiliates agree not to provide, promote, distribute, place or otherwise publish any content which is libellous, defamatory, obscene, pornographic, abusive, or otherwise objectionable, fraudulent or violates any law. Affiliates further agree not to place Links on any websites that are pornographic (or display pornographic material or advertisements); that promote or condone violence, bigotry or hatred; or that promote any illegal activity including (but not limited to) warez, cracking, ROM or emulator sites, or hacking. As TW is not in a position to review all information provided or used by Affiliates, each Affiliate remains solely responsible for the content of its website.
1.5 Each Affiliate Website must conform to good advertising practices. Affiliates must not support, advertise, or promote downloadable advertising software (commonly known as “adware” or “spyware”), whether by promoting those applications on any Affiliate Website or in any other way.
1.6 Affiliates must ensure that any information on the Affiliate Website which refers to any goods or services sold by any Advertiser is accurate, comprehensive and not misleading.
MANIPULATION OF THE SERVICE
2.1 Affiliates must act ethically and reasonably in their use of the Service and their provision of Visitors to Advertisers. Affiliates must not do anything (or cause or permit anything to occur) which will cause any Advertiser to pay CPA or CPC to an Affiliate on sales made by the Advertiser which the Affiliate did not procure legitimately.
2.2 TW will only pay CPA or CPC to an Affiliate when the Affiliate procured a Visitor who actually and intentionally accessed the Advertiser’s Website by means of a Valid Click from an Affiliate Property.
2.3 Affiliates must not use spyware, adware, malware, robots (not including link checkers), forced clicks, automatic openings, automatic cookie dropping, or cookie stuffing.
2.4 Each Affiliate is responsible for the quality and origin of the traffic it provides to the Service and to the Advertisers. Accurate and not misleading traffic origins “Traffic Data” must be immediately disclosed to TW on request so that TW can verify the Traffic Data disclosed against the corresponding content of the Referer Logs. Even if TW grants an Affiliate permission to acquire traffic through third party suppliers, the Affiliate remains responsible for the quality and origin of that Traffic Data.
2.5 The Affiliate will not do anything or permit anything to happen which may lead to inaccurate or incomplete Traffic Data to (pursuant to clause 2.4 of this Code of Conduct) be disclosed to TW.
2.6 Affiliates must not place any software on a Visitor’s personal computer which may override cookies or promote or display Links (whether “adware,” “spyware,” “shopping assistant,” “price comparison,” “reminder,” or otherwise), nor may Affiliates use any such software placed by others.
2.7 Affiliates must not purchase, license, or operate any domain name which is confusingly similar to the URL of any Advertiser’s Website.
2.8 These prohibitions are not exhaustive. If an Affiliate violates the spirit of these requirements, or if TW otherwise regards an Affiliate’s behaviour as unethical, TW may terminate that Affiliate’s participation in the Service and not pay CPA or CPC to the Affiliate pursuant to clause 10.3 of the Service Agreement. TW’s decision in this regard will be final and not subject to scrutiny or challenge.
Advertising, sponsorship and event terms & conditions
In these Terms & Conditions (“Conditions”) the words/expressions referred to below shall have the following meanings except where the context otherwise requires:
“Advertisement” means an advertisement or series of advertisements for the Client and/or its products and services including (but not limited to) advertisements in any Publication, advertisements on any Website, Banner Advertisements, and Exhibition Advertisements.
“Agreement” means any contract between TasteWant and the Client for advertising which is formed in accordance with clause 2.
“Banner Advertisement” means a banner advertisement on any Website, including but not limited to sponsoring advertisements.
“Client” means the person, firm, body corporate or other entity stated in any Order Confirmation accepted by TasteWant pursuant to clause 2.2.
“Event” means an event organised and conducted by TasteWant for the Client to enable the Client to meet potential employees or work experience candidates.
“Event Sponsorship” means sponsorship by the Client of an Event organised by TasteWant such sponsorship being for the purpose of promoting the Client and/or its products and services.
“Exhibition” means an exhibition organised by TasteWant.
“Exhibition Advertisement” means an advertisement for the Client and/or its products and services which is displayed at an Exhibition or Event.
“Exhibition Space” or “Event Space” means floor area taken (and any additional Services agreed between TasteWant and the Client) at an Exhibition or Event.
“TasteWant” means TasteWant or its assignees.
“Order Confirmation” means the signed order form sent by the Client to TasteWant specifying inter alia the price and details of Advertisements, Banner Advertisements, Exhibition Space, Event Space, Exhibition Advertisement, Event, Event Sponsorship, Workplace Survey or Package.
“Package” means any combination of Advertisements, Banner Advertisements, Exhibition Space, Event Space, Exhibition Advertisement, Events and/or Event Sponsorship and/or Workplace Survey purchased by the Client on any one occasion.
“Publication” means in the case of printed Advertisements the publication published by TasteWant in which the Advertisement shall appear.
“Services” means any one or more of Advertisements, Banner Advertisements, Exhibition Space, Event Space, Exhibition Advertisement, Event Sponsorship, Events and Workplace Surveys, whether or not purchased in a Package, published or conducted by TasteWant from time to time.
“Website” means in the case of website Advertisements and Banner Advertisements, the TasteWant website on which the Advertisement is to appear.
“Working Day” means Monday to Friday inclusive excluding UK statutory holidays.
“Workplace Survey” means the service by which TasteWant conducts a survey of the Client’s employees and prepares and publishes a synopsis/review of the results of the survey.
- Formation of Agreement
2.1 The Agreement shall be formed when the Client’s Order Confirmation, which it is hereby agreed is an invitation to treat, (whether in the form of a purchase order, fax or letter but in each case either signed by an authorised representative of the Client or its agent, or else confirmed as having been agreed by email without signature, regardless of any disclaimer attached to that email concerning the ability of that client’s staff to contract over email) is received, and then either acted upon by virtue of performance of all or any part of the Services by TasteWant, or accepted in writing or by electronic means such as email (proof of transmission by TasteWant shall be deemed adequate evidence of confirmation) by TasteWant’s authorised representative and such Agreement shall incorporate these Conditions.
2.2 In the event that an agency submits an Order Confirmation as agent on behalf of its principal, then agency shall specify the principal’s name as well as its own on the Order Confirmation failing which TasteWant shall reject the same.
2.3 The acceptance by TasteWant of the Client’s Order Confirmation does not confer the right to renew on similar terms.
- Client’s Obligations
3.1 The Client warrants that:
3.1.1 any description relating to its products or services in the Advertisement is true and accurate;
3.1.2 the Advertisement does not contravene any act or Parliament nor is it in any other way legal or defamatory;
3.1.3 it will at all times comply with the British Code of Advertising Practice, the recommended standards produced by the Advertising Association and all other relevant advertising standards guidelines and regulations;
3.1.4 it will supply copy for Advertisements prior to copy deadlines, as advised/published by TasteWant;
3.1.5 where applicable, it will attend and participate in Events where it is agreed that it will do so as part of the delivery of the Services; and
3.1.6 where the Client is an agency, that it will procure compliance by its client for whom Services are being procured, of clauses 3.1.1, 3.1.2, 3.1.3, 3.1.4 and 3.1.5.
3.2 If the Client breaches clause 3.1 it shall immediately rectify the breach and fully indemnify TasteWant against any fines, losses, costs, damages, charges, claims, demands, expenses direct losses, loss of profits and indirect and consequential losses incurred by TasteWant as a result of the Client’s breach.
3.3 The Client shall be responsible for insuring all films, artwork, photographic and other advertising materials delivered to TasteWant and TasteWant shall not be liable to any loss or damage thereto while the same is in its possession or control.
3.4 The Client shall be responsible for collecting any films, artwork, photographic and other materials submitted to TasteWant for the purposes of the Advertisement. TasteWant shall accept no responsibility for any such items which remain unclaimed by the Client more than 12 months after they were last used for publication.
- Approval of Advertisements
4.1 All Advertisements must be submitted by the Client for the approval of TasteWant prior to publication. TasteWant reserves the right to refuse, omit, alter, suspend, withdraw or otherwise deal with any Advertisement at its absolute discretion and without explanation or liability to the Client, all adverts must be food or drink related.
4.2 Banner Advertisements run on a rotating pay per click (PPC) basis with the payment made in advance.
4.3 Visuals and copy shall be supplied in accordance with TasteWant’s publication deadlines as published/advised on a periodic basis or, in the case of Banner Advertisements, in accordance with clause 4.2. If the Client fails to comply with this clause 4.3:
4.3.1 TasteWant shall not be under an obligation to supply proofs to the Client and reserves the right to use the copy last supplied by the Client; and
4.3.2 TasteWant shall be entitled to payment of its fee in accordance with clause 7, even if no visuals or copy whatsoever have been supplied.
4.4 If the Client fails to check and return any proof submitted by TasteWant, TasteWant reserves the right to display/print the Advertisement as prepared.
4.5 TasteWant cannot accept responsibility for changes to approved copy although it will use its reasonable endeavours to make these if they are submitted prior to the final copy deadline as published/advised from time to time, provided always where changes are made pursuant to this clause 4.5 the Client shall be responsible for any additional costs thereby incurred by TasteWant.
- TasteWant’s Obligations
5.1 TasteWant shall use its best endeavours to ensure the appearance of contracted for Advertisement but does not accept liability for the non-appearance of any Advertisement. In the case of advertisements for Publications, it is hereby agreed that TasteWant’s best endeavours shall not extend to reprinting any Publication, but the Client will be offered the next available and/or relevant alternative.
5.2 Unless the parties have agreed to the position of the Advertisement in the Publication or on the Website (in which case this shall be agreed in writing by the parties) TasteWant does not guarantee the position of any Advertisement in the Publication or on the Website. Where the Client has expressed a preference only as to the position of its Advertisement in the Publication or on the Website TasteWant shall use its reasonable endeavours to comply with the Client’s preference but shall have no liability to if the Advertisement is not published in the preferred position.
5.3 TasteWant shall use its reasonable endeavours to procure attendance at Events, and shall use its best endeavours to act in an even-handed manner to all sponsors in the case of Events sponsored by a number of clients (always taking into account any difference in the level of sponsorship purchased by sponsors). TasteWant will advise clients of its experience of the usual acceptance/subsequent attendance ratios, but TasteWant shall not be liable for actual attendance levels being lower than those anticipated.
7.1 The fee payable by the Client to TasteWant shall be in accordance with TasteWant’s published rates or as otherwise agreed in writing by the parties.
7.2 All fees are inclusive of Value Added Tax.
7.3 TasteWant shall be entitled to invoice the Client immediately following TasteWant’s acceptance of the Client’s Order Confirmation.
7.4 The Client shall pay TasteWant before the advertisements go live on the website.
7.5 TasteWant reserves the right to request and receive full payment prior to acceptance of an Order Confirmation if, in the opinion of TasteWant, the credit-worthiness of the Client is not satisfactory or the Client has not paid previous invoices within TasteWant’s usual credit terms. Furthermore, if at any time in the opinion of TasteWant the credit-worthiness of the Client shall have deteriorated prior to performance by TasteWant of any Services TasteWant may require full or partial payment of the fees prior to such supply, or the provision of security for payment for the Client in a form acceptable to TasteWant.
7.6 If the Client fails to make any payment on the due date then without prejudice to any other right or remedy available to TasteWant, TasteWant shall (at its option) be entitled to:
7.6.1 treat the Agreement as repudiated by the Client and cancel publication of any Advertisement or cease the Services (as the case may be), claim damages from the Client and charge the Client interest both before as well as after any judgment on the amount unpaid at the rate of 4% per annum above the base rate from time to time of Barclays Bank Plc from the date payment is due until payment is made; or
7.6.2 affirm the Agreement, claim damages from the Client and charge the Client interest in accordance with clause 7.6.1.
7.7 Where the Client pays a subscription for an agreed number of Banner Advertisements or advertisements on any Website during an agreed period of time (“Subscription Period”) and the Client fails to take up the agreed number during the Subscription Period:
7.7.1 the Client shall not be entitled to a refund of the fees in respect of the Advertisements which has failed to take up during the Subscription Period; and
7.7.2 the Client shall not be entitled to carry forward Advertisements which has failed to take up during one Subscription Period into a subsequent Subscription Period.
- Cancellation of Services
The Client may not cancel an Order Confirmation which has been accepted by TasteWant.
9.1 The content and terms of this Agreement shall be confidential as between the parties and there shall be no breach of that confidence by either party.
9.2 Save as provided in clause 9.1 each party agrees and undertakes that it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party all information of a confidential nature, (including but not limited to trade secrets and information of commercial value) which may become known to such party from the other unless such information is public knowledge (other than by breach of this clause 9) or is required to be disclosed by a court of competent jurisdiction. Breach of this clause 9.2 shall not be subject to the terms of clause 10 (Limitation of Liability).
- Limitation of Liability
10.1 Save as otherwise provided in this Agreement all conditions warranties and representations expressed or implied by statute common law or otherwise in relation to TasteWant’s obligations hereunder are hereby excluded.
10.2 Without prejudice to any other terms in this Agreement the aggregate liability of TasteWant shall not in any circumstances (including in respect of death or personal injury caused by TasteWant’s negligence) exceed the total sum payable by the Client to TasteWant under this Agreement. Where TasteWant fails to provide a Service, its total liability to the Client shall be limited to a refund of the fees paid or payable by the Client for the Service. Where the Service not so performed has been ordered as part of a Package, TasteWant shall reasonably determine the proportion of the total payment relating to the unpublished/unperformed Service its total liability to the Client in respect of the unpublished/unperformed Service shall be limited to such proportion.
10.3 TasteWant shall not be liable to the Client for any indirect or consequential losses or damages (including but not limited to loss of profits) whether arising from breach of contract negligence or howsoever.
11.1 Notwithstanding and without prejudice to clause 7 above TasteWant shall be entitled to terminate this Agreement immediately by giving written notice to the Client in any of the following events:
11.1.1 if the Client fails to make payment in accordance with this Agreement;
11.1.2 if the Client convenes a meeting of its creditors, becomes insolvent, is unable to pay its debts, has an administrative receiver or receiver or administrator appointed over its assets or business or is the subject of a petition presented to put it in into liquidation; or
11.1.3 if the Client in the opinion of TasteWant is in breach of any material term of this Agreement.
11.2 In any such case TasteWant shall be entitled to charge the Client any costs, charges or expenses (direct or consequential) howsoever arising incurred by TasteWant.
11.3 Termination of this Agreement howsoever, shall not affect the accrued rights or the liabilities of either party.
The Client shall not be entitled to assign, rent, lease, sub-licence, copy or otherwise transfer the benefit of its obligations under this Agreement without the prior written consent of TasteWant.
- Force Majeure
If either party is unable to perform its obligations by reason of matters beyond its control including but not limited to any act of terrorism, war, riot, civil commotion, compliance with any law or governmental order, fire, flood or storm, strikes, lock-outs or other industrial disputes (whether involving the workforce of the party so prevented or of any other party) delay in transit, power failure, postal delay, the party so affected will notify the other party and the parties agree to delay the performance of this Agreement for as long as may be reasonably necessary until the cause(s) giving rise to force majeure has/have ceased.
14.1 These Conditions shall have precedence at all times and in all circumstances over any Conditions that the Client may be in the practice of using.
14.2 Any representations made by TasteWant prior to the making of the Agreement shall not form part of the Agreement and shall be of no effect. The Agreement supersedes all prior agreements, arrangements and undertakings between TasteWant and the Client relating to the subject matter hereof. No variation or addition shall be binding upon the parties unless made in writing and signed by the authorised representatives of both parties.
14.3 Any waiver by TasteWant of any breach of the Agreement by the Client, shall not operate as a waiver of any past or future breach.
14.4 If any provision or part of a provision of these Conditions shall be or be found by any court of competent jurisdiction to be invalid or unenforceable such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these Conditions all of which shall remain in full force and effect.
14.5 Any notice hereunder shall be deemed to have been duly given if sent by prepaid first class registered post or by facsimile or telex to the party concerned at its registered office or principal place of business or such other address as may have been notified pursuant to this provision to the party giving the notice. Notices sent by first class registered post shall be deemed to have been given 7 days after despatch and notices sent by facsimile or telex shall be deemed to have been given on the date of despatch, even if confirmed by post.
14.6 No term of the Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
14.7 Nothing in the Agreement and no action taken by the parties pursuant to the Agreement shall constitute or be deemed to constitute a partnership association joint venture or other co-operative entity.
14.8 Address for Notices:
14.8.1 For TasteWant notices should be sent to firstname.lastname@example.org and we will send you the forwarding address.
14.8.2 For the Client the address to which notices should be sent shall be that on the Order Confirmation unless otherwise advised in writing by the Client.
14.8.3 Calls may occasionally be recorded for training purposes.
This Agreement and all obligations under the same shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.
TasteWant Marketplace Vendor Terms & Conditions
- These terms and conditions (the “Conditions”) apply between you (the “Vendor”) and TasteWant (“we”, “us”, “TasteWant”) in connection with the provision of the Service to you by us.
- It is important that you read and understand these terms and conditions before agreeing to them.
- TasteWant shall be entitled to amend the Conditions, the Charges or all or any of them from time to time by posting such amended versions of them on the TasteWant Website. The Vendor acknowledges that it is its responsibility to check the TasteWant Website on a regular basis to make and keep itself aware and notified of any changes made by TasteWant to the Conditions, the Charges or all or any of them.
In these Conditions, the following words shall have the following meanings only and shall not affect the interpretation or construction of the Conditions:
“Application Form” means the form accessible on the TasteWant Website to a prospective Vendor which must be completed and agreed by the prospective Vendor as a part of the application process;
“Cancellable Product” means any Product other than a Non-Cancellable Product;
“Charges” means the charges detailed in clause 11 of these Conditions and notified to you by TasteWant in writing;
“Conditions” means these terms and conditions and any document referred to in them, or any amended version of them brought into effect from time to time in accordance with these Conditions;
“Confidential Information” means any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, operations, processes, product information, know-how, designs, trade secrets or software of either party;
“Customer” means a person(s), firm or company who enters into or is invited to enter into any transaction to purchases Product(s) from the Vendor through the TasteWant Online Marketplace;
“Customer Feedback” means any and all information provided to us by a Customer via our customer feedback service regarding any goods and/or services provided by the Vendor in respect of a particular transaction with that Customer (including in respect of any communications with the Vendor), which may include any opinions about the Vendor;
“Customer Terms” means the terms and conditions relating to a Customer set out at http://tastewant.com/terms-of-service
“Documentation” means any user guide, information or other material provided by TasteWant to prospective or existing Vendors, in hard copy or electronic form, relating to the Service;
“IPR” means all the intellectual property rights conferred by the law of any country or jurisdiction in the world (including by statute) as amended or re-enacted (by common law, civil law, equity or otherwise) in relation to any invention, discovery, literary work, dramatic work, musical work, artistic work, copyright, database, trade mark, service mark, design (whether two dimensional or three dimensional), patents, semiconductor topography, confidential information, know-how, trade secret, and in each case whether or not it has been reduced to a material form, and howsoever it may be recorded, stored or embodied (including in an electronic or transient medium), including all applications for such rights as well as all extensions and renewals of such rights;
“Non-Cancellable Product” has the meaning ascribed to it in paragraph A.vi of the Services Standards (Clause 15);
“Online Marketplace” means the online marketplace provided by TasteWant through the TasteWant Website to facilitate the promotion and sale of Vendors’ Products;
“Policies” means any policy (including any guides relating to content and style) which may be notified and made available to the Vendor by TasteWant through the Vendor Portal or any other means from time to time;
“Products” means the goods, services or information that Vendors wish to promote and sell through the Online Marketplace;
“Product Page” means the particular web page on the Vendor’s shop on which an individual Product is displayed and the relevant information relating to that Product is provided;
“Refund Fee” has the meaning ascribed to it in Clause 11 of these Conditions;
“Renewal Date” means twelve months from the commencement of these Conditions in accordance with Clause 3, or such other period as may be advised by TasteWant in writing, and each anniversary thereafter;
“Response” means a response by the Vendor to any Customer Feedback;
“Returns & Refunds Procedures” means the procedures set out in the ‘Services Standards’ section of these Conditions or as may be updated by TasteWant from time to time and displayed within the Customer Terms;
“Vendor” means a person whose application to the Online Marketplace has been accepted by TasteWant, and who sells its Products through the Online Marketplace;
“Vendor Information” means information, data or content provided by the Vendor in any form or medium, whether or not such information is owned by the Vendor, contained in the Application Form, uploaded to the Vendor’s Shop or given by the Vendor to TasteWant for whatever purpose, whether directly or on the Vendor’s behalf;
“Vendor Portal” means the content and order management system provided by TasteWant to each Vendor for management of its shop pages and associated transactions;
“Service” means the Online Marketplace and other services provided by TasteWant, as further described in these Conditions;
“Service Fee” has the meaning ascribed to it in Clause 11.D of these Conditions;
“Services Standards” means TasteWant’ policy on the levels of service to be provided by Vendors to prospective and existing Customers as further described in Clause 15 of these Conditions;
“Shop” means an area of the Online Marketplace dedicated for use by the Vendor to promote itself and its Products;
“Software” means any software installed by or on behalf of TasteWant that permits Vendors to access and trade through the Online Marketplace;
“Value Added Tax” means value added, sales or services tax, or any similar tax imposed in any jurisdiction;
“Virus” means any computer virus, macro virus, trojan horse, worm or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or network, or to intercept or access without authority or expropriate any system, information or data;
“Working Day” means any day other than a Saturday or Sunday on which banks are open for business in London.
“TasteWant” means TasteWant.
“TasteWant Website” means http://www.TasteWant.com or such other worldwide web address that TasteWant in its sole discretion selects as a replacement;
“TasteWant.com” means the trading name of the TasteWant Website;
The headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of these Conditions.
Words expressed in the singular shall include the plural and vice versa. Words referring to a particular gender include every gender.
References to a person include an individual, company, corporation, firm or partnership.
References to any statute or statutory provision shall include:
- any subordinate legislation made under it;
- any provision which it has modified or re-enacted (whether with or without modification); and
iii. any provision which subsequently supersedes it or re-enacts it (whether with or without modification).
All references in these Conditions to clauses are to the clauses in these Conditions unless otherwise stated.
References to the words “include”, “includes”, “including”, “in particular” or any similar words do not limit the words proceeding or following.
- Term and termination
- The term of these Conditions (the “Term”) shall commence after:
- TasteWant has received an Application Form from the prospective Vendor completed to the satisfaction of TasteWant; and
- TasteWant has notified the prospective Vendor in writing of its acceptance of the Vendor’s Application Form. It shall be entirely at the discretion of TasteWant whether or not to accept a Vendor’s Application Form;
B.Without prejudice to either party’s right to terminate the Conditions under the remainder of this clause 3, these Conditions shall continue in force unless and until either party notifies the other in writing of account closure.
- TasteWant may immediately suspend provision of the Service or terminate the Conditions without liability to TasteWant by notifying the Vendor in writing if:
- the Vendor commits a material breach of the Conditions (including a material breach of any of the Policies) and, if capable of remedy, fails to remedy the breach within fourteen (14) days of a written notice to do so;
- the Vendor fails to pay any Charges payable to TasteWant within seven working days of its due date for payment under these Conditions;
iii. the Vendor is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any relevant jurisdiction occurs to the Vendor; or
- in TasteWant’ sole discretion, a Vendor’s eligibility or suitability to be listed on the Online Marketplace, or otherwise receive the Service, changes.
- Notwithstanding any such termination or suspension in accordance with the foregoing clause:
- the Vendor shall pay TasteWant all Charges due up to and including the date of suspension or termination; and
- termination of this agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force, or the continuance in force, of any provision hereof which is expressly or by implication intended to come into or continue in force after such termination.
- The service provided by us
- Following commencement of the Term, TasteWant will:
- provide a password so that the Vendor may update their Shop whenever such functions are made available by TasteWant;
- provide the Service with reasonable skill and care; and
iii. use reasonable endeavours to restore any faults in the Service as soon as reasonably practicable. The Vendor acknowledges that the transmission of information via the internet is not completely secure, there is always a risk that communications by electronic means may not reach their intended destination, or may do so much later than intended, for reasons outside TasteWant’ control, and that it is technically impossible to provide the Service entirely free of fault at all times.
- TasteWant reserves the right to revise or alter the Service at any time. Any variation in the Service will be subject to the Conditions.
- The Online Marketplace provides a platform to allow Vendors to offer and sell their Products directly to Customers. In doing so, the Vendor authorises and appoints TasteWant as its commercial agent to directly negotiate and/or conclude the sale and/or purchase of Products between the Vendor and Customers via the TasteWant Services and TasteWant accepts this appointment on the terms of these Conditions. As part of this process:
- any contract to sell and buy Products is made only between the Vendor and Customer concerned and TasteWant is not a party to any such contract;
- TasteWant facilitates the negotiation of the sale of Products between Customers and Vendors through the use of the Vendor Portal and e-mail communication services operated and managed by TasteWant, together with the TasteWant Services that contribute to increasing the Vendor’s goodwill, promote the Vendor’s Products and generally encourage Customers to place order with Vendors;
iii. TasteWant does not systematically review listings provided by users of the TasteWant Website;
- Products offered for sale through the TasteWant Website are neither owned nor come into the possession of TasteWant at any time.
- The Vendor hereby acknowledges that TasteWant has sole and complete discretion whether to invite or select prospective Vendors to subscribe to use of the Service.
- The Online Marketplace provides a system of Customer Feedback, which may be obtained and/or facilitated by a third party service provider selected by TasteWant (the “Third Party”). By using the Online Marketplace and Service the Vendor agrees that:
- TasteWant and/or the Third Party may, in its discretion, post on the Vendor’s relevant Product Page and on the Third Party website any and all Customer Feedback relating to the transaction in question for a period of up to two (2) years after TasteWant and/or the Third Party receives such Customer Feedback;
- Following the provision of any Customer Feedback, TasteWant shall make such Customer Feedback available to the Vendor via the Vendor Portal. The Vendor may submit a Response to any negative Customer Feedback via the facility provided by TasteWant on the Vendor Portal, and TasteWant and any Third Party will display any such Response with reasonable prominence and proximity to the corresponding Customer Feedback. The Vendor agrees that it shall not contact any Customer directly, whether via the Vendor Portal through an order or product enquiry or otherwise in response to any Customer Feedback.
iii. The Vendor will ensure that any Response is true and accurate and not misleading in any way, and does not contain any material that may be construed as offensive, defamatory or unlawful.
- TasteWant may, in its sole discretion and in accordance with the applicable terms and conditions of any Third Party elect to amend, or not to post, any Response that TasteWant and/or the Third Party consider, in their sole discretion, to be offensive, defamatory, unlawful or otherwise inappropriate.
- TasteWant may from time to time introduce a Vendor to third parties with whom special terms have been arranged unique to Vendors. Any contract entered into between Vendors and any such third party is concluded directly between the Vendor and the third party concerned and, except as expressly set out in these Vendor Terms, TasteWant cannot be involved in the fulfilment or liability for any such contracts.
5. Your obligations (what you promise)
The Vendor warrants that:
- a) it is incorporated and/or established (whether as a company, partnership, unincorporated association, or sole trader) in the United Kingdom or the Republic of Ireland; and
b)it has a trading (operating) address in the United Kingdom or the Republic of Ireland.
- The Vendor hereby undertakes to:
- establish and maintain access to the World Wide Web at their own cost, through use of a computer and modem or other access device;
- ensure that at all times all computer hardware and software it uses to access and interoperate with the Online Marketplace is equipped and functions with up-to-date software (including up-to-date internet browser software) and up-to-date protection against Viruses; and
- to ensure that information supplied electronically to TasteWant and to the TasteWant Website is submitted free from Viruses;
- TasteWant has no responsibility for the provision, support and maintenance of any of the Vendor’s hardware or software used to provide the Vendor with access to the internet or the TasteWant Website, or any related hardware or software (including any IP router, proxy server, firewall or anti-virus software), the responsibility for which shall remain exclusively with the Vendor.
- The Vendor:
- is responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Service and access to the Shop (which responsibility shall include the obligation to change passwords on a regular basis);
- shall take all necessary steps to ensure that passwords and other security devices remain confidential, secure, used properly and not disclosed to unauthorised third parties;
- shall inform TasteWant immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way;
- shall inform TasteWant immediately if the Vendor forgets or loses a password and must satisfy such security checks as TasteWant may operate in order to obtain a new password; and
- shall ensure that the Vendor Portal and its content remains entirely confidential, and that no other person beside those in the Vendor’s employment has sight of the Vendor Portal or any of its content.
- TasteWant reserves the right:
- to suspend access to the Service if at any time TasteWant considers that there is or is likely to be a breach of security, in which event TasteWant will notify the Vendor of the suspension and any steps to be taken by it as soon as reasonably practicable; and
- to require the Vendor to change any or all of the passwords used by the Vendor in connection with the provision of the Service and access to the Shop, in which event TasteWant will notify the Vendor of the requirement to change passwords and any further steps to be taken by the Vendor as soon as reasonably practicable.
- YOUR SHOP
- TasteWant has absolute discretion as to the look, feel and content of the TasteWant Website (including all Shops) as well as full and final say in the inclusion, positioning, location and all other presentation of Vendor Information (including in TasteWant’ sole discretion the right to remove any Vendor Information from the TasteWant Website at any time during the Conditions Term), and reserves the right to remove any Product from the TasteWant Website at its sole discretion, knives or alcohol are strictly not allowed to be sold on the online marketplace by vendors.
- Quality of Presentation
- The Vendor shall:
- ensure that its Shop maintains a high standard of presentation and at all times accords with any applicable guidelines notified to it from time to time by TasteWant, including in relation to the form and content of copy and product imagery;
- comply with reasonable instructions from TasteWant concerning its Shop.
- Any failure to maintain suitably high standards of page presentation may result in the de-activation of the relevant Product Page(s) in the first instance. TasteWant reserves the right, in its sole discretion, to de-activate the Vendor’s Shop until standards have been improved.
iii. Vendor and Product Information
- The Vendor shall ensure that all Vendor Information provided about itself and the Products on its Shop is and remains true, accurate, current and complete;
- Without prejudice to the Vendor’s obligation to comply with any Policies, the Vendor undertakes and agrees that none of its Vendor Information nor any of the Vendor’s activities or use of the TasteWant Website (including its use of its Shop), will:
- be false, inaccurate or misleading;
- be offensive, indecent, obscene, pornographic, menacing, abusive, defamatory or in poor taste;
iii. be in breach of copyright, confidence, privacy or any other rights and will not infringe any third party’s IPR, or other proprietary rights or rights of publicity or privacy;
- be fraudulent or involve the sale of counterfeit or stolen items;
- be in breach of any applicable laws or regulations (including, but not limited to, laws or regulations governing e-commerce, distance selling, data protection, export control, tax, consumer protection, advertising and requirements of Trading Standards);
- be in breach of the Policies;
vii. adversely affect the reputation of TasteWant or the TasteWant brand;
viii. create, or be likely to create, liability for TasteWant or cause TasteWant to lose (in whole or in part) the services of its internet service or other suppliers;
- contain any Virus; and
- cause the TasteWant Website or the Online Marketplace or their functionality to be interrupted, damaged or impaired in any way.
- The Vendor shall not include within its Shop, on the Vendor Portal, any other place on the TasteWant Website or in any other means of communication with the Customer:
- any direct or indirect link to other websites including the Vendor’s own website;
- its email address; or
iii. any other means by which a Customer could communicate directly with the Vendor, other than through the Vendor Portal.
- Vendors may amend and update information about their Products displayed on the Online Marketplace and are responsible for designing, creating, managing and amending any bespoke graphics or product images in accordance with the applicable Policies.
- Stock Information
- The Vendor shall accurately display stock availability for all Products and shall update such stock availability regularly using the ‘inventory’ and ‘availability’ options on the Vendor Portal.
- Once the final piece of stock of any Product has been sold and will no longer be available, the Vendor must mark that item as disabled on its Shop.
- The Vendor shall disable Products from its Shop that are awaiting stock for prolonged periods (four weeks or more) until they become available again.
- If a Customer places an order for an item which is in fact out of stock and has not been displayed as such and the Customer consequently requires a refund, then at TasteWant discretion the Vendor may be charged the Service Fee on that order by TasteWant.
- The Vendor’s prices must be fully inclusive of all taxes and additional charges. The only exception to this is postage and packing which, if such charges apply in accordance with the Standards of Service, the Vendor will show separately and in accordance with the Standards of Service (at Clause 15.B of these Conditions).
- If the Vendor is VAT registered, the Vendor should set the VAT rate at the level which is currently in force in the UK with respect to the Vendor’s Products.
- The Vendor is solely responsible for ensuring that it fully complies with current VAT regulations and accounting for VAT correctly.
- The Vendor has complete discretion over how it wishes to price its Products however the prices on TasteWant must not exceed the retail prices available on the Vendor’s own website or other channels where the Vendor sells directly to consumers.
- Product listing and categorisation
- The Service allows Vendors to offer their Products on the TasteWant Website as part of an ‘always on’ detailed electronic online catalogue containing categories and sub-categories, so that Vendors may display each Product in the single most appropriate category, and with Product information, pictures and promotions uploaded by them.
- The Vendor may apply for a Product to be featured in one or more online categories, and TasteWant shall retain absolute discretion as to which category is the most appropriate for a given Product.
- TasteWant shall make available to the Vendor Product Pages on your Shop. TasteWant has the right to restrict the number of products on the Online Marketplace at any one time, the Vendor shall make the appropriate request to TasteWant who may provide the Vendor with further Product Pages at their sole discretion.
- The Vendor shall ensure that a single Product may appear only once on the Shop. Variations of a Product such as colour or size do not constitute separate Products and should not be listed as such.
- The Vendor shall ensure that each of the Vendor’s Product listings contains all the information required by a Customer to make a purchase, and that such information is wholly accurate. ‘Dummy’ box filling to circumnavigate required fields is not permitted.
- The Vendor shall not make use of keyword spamming (the use or placement of inappropriate keywords in a title or description to gain attention or divert users to another page) or similar techniques in Product listings.
- COMPLIANCE WITH LAWS
- The Vendor shall comply at all times with all applicable laws, regulations (including food safety laws and regulations) and Trading Standards requirements in respect of the manufacture, packaging, marking, certification and delivery of the Products it sells.
- Where required by applicable laws and regulations, appropriate instructions shall be included with the Product to ensure the safe use of the Products.
iii. Products promoted on the TasteWant Website that are perishable or edible may not be delivered to any address outside of the UK.
- The Vendor shall inform TasteWant as soon as reasonably practicable upon becoming aware of any claim against TasteWant or the Vendor arising out of or in connection with any defect in its Products, or any failure by the Vendor to ensure that the Products are appropriately marked or certified in accordance with applicable laws or regulations.
- The Vendor shall indemnify and hold harmless TasteWant against any and all liabilities, costs, expenses, fines, damages and losses (including any direct, indirect or consequential losses) it incurs in connection with any claim envisaged under this Clause 5.D. or paid or agreed to be paid by TasteWant in settlement of the claim and all legal or other expenses incurred by TasteWant in or about the defence or settlement of the claim. TasteWant shall notify the Vendor in writing as soon as practicable after becoming aware of the claim.
- The Vendor shall maintain at all times, at its own expense and with reputable insurers appropriate insurance in relation to its business. The Vendor shall, upon written request from TasteWant, provide TasteWant with any information it reasonably requires concerning the scope of such insurance together with any relevant certificates of currency.
vii. The Vendor shall comply with TasteWant’ reasonable instructions relating to any product recall and in any event TasteWant reserves the right to take immediate and exclusive conduct of the product recall on notice to the Vendor, in which case the Vendor shall give such assistance as TasteWant may reasonably require.
viii. The Vendor shall maintain appropriate, up to date and accurate records to enable the immediate recall of any Products.
- SUSPENSION OF SERVICE
TasteWant may immediately suspend or terminate the Vendor’s subscription and use of the Service in the event TasteWant reasonably believes or suspects that any Vendor Information does not comply with the provisions of this clause.
- Orders and your relationship with the customer
- THE CONTRACT OF SALE
- The Vendor acknowledges and agrees that following acceptance of an order through the Vendor Portal, such an acceptance is also deemed to be an irrevocable instruction by the Vendor to TasteWant to conclude a contract of sale between the Vendor and the Customer. The contract of sale between the Vendor and the Customer is concluded when TasteWant (acting as the commercial agent of the Vendor) sends an order confirmation email to the Customer, and TasteWant has no responsibility for the performance of any such contract.
- The Vendor acknowledges and agrees that the terms and conditions relating to any such contract shall comprise of the Customer Terms, the email confirmation relating to the Customer’s order and the applicable details on the relevant Product page. The Vendor agrees to be bound by all such provisions.
- PROCESSING CUSTOMER ORDERS
- TasteWant shall notify the Vendor by email of any order awaiting acceptance by the Vendor. The Vendor acknowledges that TasteWant does not warrant the reliability of email communications and the Vendor must check the Vendor Portal daily for alerts of new orders.
- Following receipt of such notification the Vendor shall, within a maximum of one (1) Working Day, and as a matter of best practice within twenty four (24) hours, confirm its acceptance or rejection of each and every order, using the Vendor Portal by changing the order status to Processing (acceptance of the order) or Declined (rejection of the order) or Back Ordered (accepted with a dispatch delay). The Vendor shall use its best endeavours to accept every order.
iii. Following acceptance of an order through the Vendor Portal, the Vendor shall:
- fulfil the Customer order as soon as reasonably practicable;
- confirm to the Customer the time of dispatch by updating the order status to Dispatched;
- dispatch the Customer order to ensure that it reaches the Customer within the delivery timelines advertised on the relevant Product page for the shipping method that they have paid for and/or in accordance with any subsequent correspondence with the Customer;
- notify the Customer promptly through the Vendor Portal at each of the following stages:
- receipt of order notification;
- dispatch of an order;
iii. any enquiries relating to the order;
- receipt of an item that has been returned to the Vendor; and
- The Vendor shall include with all orders the appropriate TasteWant dispatch letter/ packing slip, and such additional documentation or material as may be required and/or provided by TasteWant. The Vendor may not include within the order any material that contravenes Clause 6.C.
- COMMUNICATION WITH CUSTOMERS
- The Vendor shall ensure that any and all correspondence with any Customer shall:
- be solely for the purposes of processing and/or progressing a Customer order;
- be via the Vendor Portal or, if that is not possible, then at all times include a reference to TasteWant.com;
- not include any reference to the Vendor’s own website, email address, other correspondence address or any other promotion of services outside those offered through or by TasteWant.
- The obligations under Clause 6.C.i shall include any material included with the dispatch of a Customer’s order. TasteWant shall make relevant materials available to purchase on the Vendor Portal to help the Vendor to fulfil this obligation.
iii. Any breach of these Clauses 6.C.i or 6.c.ii shall constitute a material breach of these Conditions and, further, may constitute a breach of data protection legislation laws.
- The Vendor shall respond to any Customer enquiries or Customer complaints promptly and courteously in the first instance within one (1) Working Day through the Vendor Portal, and shall advise TasteWant of any escalated unresolved Customer enquiries as soon as reasonably practicable.
- Your use of the Vendor Portal
- The Vendor shall not:
- use the Vendor Portal or TasteWant Website beyond the scope of use set out in these Conditions;
- access the Vendor Portal unlawfully, modify or make derivative works based on the Vendor Portal nor attempt to reverse engineer or access the Vendor Portal with the intention of creating a competitive product or service nor to copy or build any concepts, features, functions or graphics based on the Vendor Portal. The Vendor acknowledges that damages may not provide an adequate remedy for breach of this clause and that TasteWant shall be entitled to seek injunctive relief to prevent the occurrence or continuance of any alleged breach of this clause.
- The Vendor fully acknowledges that the IPR in the Vendor Portal are vested exclusively in TasteWant and nothing in the Conditions shall be deemed to vest any rights in the Vendor Portal in the Vendor.
- Your behaviour and conduct
- The Vendor shall conduct itself at all times in its relations with TasteWant and TasteWant’ staff, Customers and other Vendors strictly in accordance with a guiding principle of respect and mutual cooperation. In no circumstances will any impolite or abusive communications via any channel be tolerated and TasteWant reserves the right to immediately suspend a Vendor’s Shop and/or terminate the Conditions in the event of any breach by the Vendor of this clause.
- Intellectual Property Rights (“IPR”)
- TASTEWANT’ IPR
- The Vendor recognises that the IPR in the TasteWant name, logo or branding are owned entirely by TasteWant, and agrees that it may only use the TasteWant name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with these Conditions or with the prior written consent of TasteWant.
- All IPR in the Service and in any Software and/or Documentation are and will remain the absolute property of TasteWant or its licensors as appropriate.
iii. Any IPR created by TasteWant in the course of the performance of these Conditions or otherwise in the provision of the Service shall remain the property of TasteWant.
- TasteWant hereby grants to the Vendor a non-exclusive, non-transferable revocable and limited licence for the duration of the Conditions only to use any Software or Documentation for the sole purpose of accessing and using the Service. Subject thereto, nothing in the Conditions shall be deemed to have given the Vendor a licence or any other right to use any of TasteWant’ IPR.
- Where photographs or images of the Vendor’s Products are produced by TasteWant or its agents, any such images may not be used by the Vendor for any purpose other than for display on the TasteWant Website or in printed material produced by TasteWant. TasteWant reserves the right to charge the Vendor a licence fee in respect of any use of such photographs or images in contravention of this clause.
- The Vendor may not bid on the TasteWant Website name, TasteWant brand or brand name, or variations of them, on Google or any other search engines.
- IPR IN AND RELATING TO YOUR PRODUCTS
- The Vendor warrants that:
- it is the legal beneficial owner of all of the IPR in and relating to the Products (which includes the data and information, including Vendor Information, relating to such Products), photographs, logos, images and copy that it provides or uploads to TasteWant, and/or that it possesses a valid licence to use any and all such IPR; and
- the making of Products available for sale on the Online Marketplace, and consequent use of the Vendor’s IPR by TasteWant as referred to in Clause 10.B.ii will not infringe any IPR owned by any third party, and there is and will be no claim against TasteWant by any third party arising in relation to the use of such IPR;
- all items offered for sale by the Vendor are not replica or design copies of any other brand, designer or manufacturer.
- The Vendor permits TasteWant to access and use any content that appears on the Vendor’s Shop or in any other promotional material in TasteWant’s own editorial content or promotional activity relating to the Vendor, its business and Products.
iii. The Vendor shall indemnify and hold TasteWant harmless against any and all damages, liabilities, costs, expenses and/or losses arising out of or relating to any breach of Clause 9.B.i in respect of any claim or action that the normal operation, possession or use of those IPR by TasteWant infringes a third party’s rights (“IPR Infringement Claim”).
- In the event of an IPR Infringement Claim the Vendor shall forthwith make without charge to TasteWant such alterations, modifications or adjustments to the IPR as shall be necessary to make them non-infringing.
- TasteWant shall notify the Vendor as soon as reasonably practicable if it becomes aware of any IPR Infringement Claim by a third party.
- TasteWant shall be entitled to take sole conduct of the defence to any claim or action in respect of any IPR Infringement Claim and may settle or compromise such claim or action at is sole discretion. The Vendor shall give TasteWant such assistance as it shall reasonably require in respect of the conduct of the said defence including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court process and the provision of all relevant documents.
vii. At the request of TasteWant, the Vendor shall take the conduct of the defence to any claim or action in respect of any IPR Infringement Claim. The Vendor shall not at any time admit liability or otherwise settle or compromise, or attempt to settle or compromise, such claim or action except upon the express written instructions of TasteWant, such instructions not to be unreasonably withheld or delayed.
- USE OF YOUR INFORMATION
- The Vendor grants to TasteWant a non-exclusive, perpetual, irrevocable, royalty-free and worldwide licence to use, disclose and distribute any information (including Vendor Information), data, comments or images provided by the Vendor to TasteWant for any purpose. The Vendor hereby waives their rights to be acknowledged as the author of their Vendor Information and to object to the use, in whatever form, of their Vendor Information by TasteWant.
- SURVIVAL OF TERMINATION
This Clause 9 shall survive termination or expiry of these Conditions howsoever arising.
10. Marketing and promotions
- From time to time TasteWant may run promotions on all or part of the TasteWant Website. Any such promotions shall be separate, and in addition to, any promotions operated by Vendors in their Shops, and may involve offering Customers either free delivery, discounted prices or other promotional activity relating to some or all Products on the TasteWant Website. TasteWant shall, where relevant and applicable to the Vendor and/or its Products, inform the Vendor of the nature and terms of any promotion and, at TasteWant’ sole discretion:
- TasteWant shall bear the costs of any such promotion; or
- where TasteWant requires the Vendor to bear the costs of any promotion, the Vendor shall inform TasteWant in writing whether or not it wishes to participate in the relevant promotion.
- The Vendor shall permit, comply and co-operate with all activities undertaken by TasteWant to promote, sell or market the Vendor’s Products, in such form and manner as TasteWant in its sole discretion deems appropriate, whether directly through the Online Marketplace or the TasteWant Website, through any offline publications produced by TasteWant, or through websites or offline publications not produced, owned or operated by TasteWant.
- The Vendor shall pay any and all Charges in accordance with these Conditions.
- The relevant Charges shall be as notified to the Vendor and updated by TasteWant from time to time in accordance with these Conditions.
iii. Unless specified otherwise, all Charges are subject to VAT or other similar taxes or levies, all of which amounts the Vendor shall pay, where appropriate, at the rate prevailing at the relevant tax point, and in addition to the Charges themselves.
- The Vendor shall make all payments to TasteWant due under the Conditions without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
- If any sum due from the Vendor to TasteWant under these Conditions is not paid on or before the due date for payment, then all sums then owing by the Vendor to TasteWant shall become due and payable immediately and, without prejudice to any other right or remedy available to TasteWant, TasteWant shall be entitled to:
- cancel or suspend its performance of the Conditions or any order, including suspending provision of the Service, until arrangements as to payment or credit have been established which are satisfactory to TasteWant; and
- charge the Vendor the cost of obtaining judgement or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.
- BREAKDOWN OF THE CHARGES
- The Charges comprise, as relevant and applicable:
- the Service Fee;
- the Refund Fee;
- SERVICE FEE
- The Service Fee payable by the Vendor shall be as notified to the Vendor by TasteWant in writing at the time of inviting the Vendor to participate in the Online Marketplace, or as may be amended in accordance with this Clause 11.D and/or Clause 1.C of these Conditions.
- A Service Fee is payable by the Vendor on the value of the total amount payable by a Customer in relation to a Product sold through the TasteWant Website by the Vendor. The Service Fee is calculated as a percentage of the value of a Product, including the delivery charges applying to that Product, plus a flat fee.
iii. If applicable, the Service Fee may be reduced from time to time by agreement with TasteWant in writing, subject to the availability of any such reduction.
- TasteWant will refund monies paid and received by them in respect of sold Products that are subsequently returned by the Customer and authorised for refund by the Vendor using the designated Vendor Portal.
- REFUND FEES
- At TasteWant’ sole discretion, the Vendor shall pay a Refund Fee to TasteWant where the price paid for a Product sold through the TasteWant Website is refunded to the Customer. Where levied, the Refund Fee is not refundable under any circumstances.
- The Refund Fee will be notified to the Vendor by TasteWant, and will not exceed the equivalent value of the Service Fee.
- HOW PAYMENT IS MADE TO YOU
- As part of the Vendor’s appointment of TasteWant as its commercial agent (as set out in clause 4C of these Conditions), the Vendor agrees that TasteWant also acts as the Vendor’s exclusive agent for the purpose of accepting, refunding and/or otherwise processing payment(s) related to the sale of Product(s) by the Vendor via the Online Marketplace (or any other sales channel which TasteWant may offer to the Vendor from time to time). The Vendor and TasteWant acknowledge and agree that except as otherwise provided in these Conditions (and in acknowledgement that both parties are businesses), that the duties of an agent implied under the common law are expressly excluded. For the avoidance of doubt, TasteWant, acting as the Vendor’s commercial agent, is neither the buyer nor the Vendor of the Product(s) and is not a party to the contract of sale of Product(s) between the Vendor and the Customer.
- Payments for Product(s) will be made directly by a Customer to TasteWant (acting as commercial agent of the applicable Vendor), following the Vendor confirming its acceptance of the order using the Vendor Portal and the relevant transaction being recorded on the Vendor’s designated Vendor Portal. The Vendor must check the Vendor Portal daily for alert of new orders. The Vendor agrees that the Customer’s obligation to pay the Vendor for Product(s) is satisfied when the Customer validly pays TasteWant for the applicable Product(s). The Vendor further agrees that it will not seek recourse (legal or otherwise) against a Customer for payment of a Product if the Customer has validly paid TasteWant in the manner referred to in this clause.
iii. Payment for Products by Customers through the TasteWant Website will be through one of a range of credit and debit cards, using TasteWant’ current online payment processing system (Paypal).
- TasteWant shall pay the Vendor for the relevant transaction less the Service Fee monthly, 15 to 46 days in arrears following acceptance of an order by the Vendor through the Vendor Portal. Unless otherwise agreed by TasteWant and the Vendor, any payments made by TasteWant to the Vendor will be in £ GBP.
- From time to time TasteWant may retain a portion of the payment due to the Vendor in order to provide for refunds due or expected to be due to a Customer in the ensuing period. Each such retention will be held for no longer than eight weeks before being repaid to the Vendor.
- The Vendor shall provide such of their banking details as are required or requested by TasteWant, in order that payment may be processed to the Vendor in respect of any Products sold.
vii. The Vendor shall ensure the banking details referred to in Clause 11.H.vi are kept up-to-date, and shall notify TasteWant of any changes on the next Working Day. The Vendor shall be responsible for paying any banking charges or other administrative expenses incurred by TasteWant as a result of any inaccuracies in any such information.
- The parties agree that they shall keep in confidence any Confidential Information and, except in accordance with these Conditions, will not disclose that Confidential Information to any person (other than their employees, professional advisers or suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, the Vendor authorises TasteWant (including its employees, agents and contractors) to hold and process Vendor Information.
- The obligations of confidentiality under the Conditions shall not extend to any matter which either party can show:
- is in or has become part of the public domain, other than through a breach of the Conditions or other confidentiality obligations;
- was lawfully in the possession of the recipient before the disclosure under the Conditions took place;
iii. was independently disclosed to it by a third party entitled to disclose the same;
- was disclosed in accordance with Clause 9.C.i; or
- is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.
- The obligations of confidentiality under the Conditions shall remain in effect for two (2) years after the termination or expiry of the Conditions, howsoever arising.
- Exclusion and limitation of liability
- Nothing in these Conditions excludes or limits the liability of TasteWant for death or personal injury caused by TasteWant’ negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law.
- Subject to Clause 13.A, TasteWant’ total liability in contract, tort (including negligence) or breach of statutory duty, misrepresentation or otherwise, arising in connection with the provision of the Service and performance or contemplated performance of the Conditions, shall be limited in aggregate to a maximum of £1,000.
- Subject to Clause 13.A, TasteWant shall not be liable to the Vendor for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) that arises out of or in connection with the Conditions, or for any liability incurred by the Vendor to a Customer, or to any other person howsoever, arising from the provision of the Service or otherwise.
- The Vendor shall not be entitled to assign, charge, subcontract or transfer this agreement or any part of it without the prior written consent of TasteWant. For example, and this does not in any way constitute an exhaustive list, if the Vendor wishes to subcontract its obligations under this agreement to a third party service provider, or the Vendor wishes to sell all or part of its assets to a third party, the prior written consent of TasteWant shall be required in order to do so.
- TasteWant may assign, charge, subcontract or transfer this agreement or any part of it to any person.
- Except with respect to the persons referred to in clause 9.C.i., no term of these Conditions shall be enforceable by any third party (which includes for these purposes any third party: employee, officer, agent, representative or sub-contractor or either TasteWant or the Vendor) under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Nothing in this clause excludes the rights of TasteWant when acting as payment agent of any Vendor.
- TasteWant reserves the right to suspend or to cancel the Conditions in whole or in part (without liability to TasteWant) if it is prevented from or delayed in the carrying on of its business and its obligations under the Conditions due to circumstances beyond its reasonable control, including acts of God, fire, flood, lightning, severe weather conditions, war, revolution, acts of terrorism, IT or internet outage, industrial disputes (whether of its own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions). If any such event beyond the reasonable control of TasteWant continues for a continuous period of more than 30 days, either party shall be entitled to give notice in writing to the other to terminate the Conditions.
- A waiver by either party of any breach of the Conditions, or delay in enforcing any breach, shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
- If at any time any one or more of these Conditions (or any part of one or more of these Conditions) is held to be or becomes void or otherwise unenforceable, for any reason under any applicable law, the same shall be deemed omitted from the Conditions and the validity and/or enforceability of the remaining provisions of the Conditions shall not in any way be affected or impaired as a result of that omission.
- Notices given under the Conditions must be in writing and may be delivered by hand or by courier, or sent by prepaid first class or registered mail to, in the case of TasteWant, to its registered address, or any alternative address notified by TasteWant to the Vendor in accordance with this provision; and, in the case of the Vendor, to the address which it provides on the Vendor Portal, or any alternative address notified by it to TasteWant in accordance with this provision.
- Notices may be sent by email provided that, to be effective, the addressee acknowledges receipt of the communication, such acknowledgement to take the form of a return receipt or acknowledging e-mail.
- Except as set out in clauses 4C, the relationship of TasteWant (and its employees) to the Vendor will be that of independent contractor and nothing in the Conditions shall render TasteWant (nor its personnel) as an employee, worker, any other form of agent, or partner of the Vendor or Customer. Subject to any express provision in the Conditions to the contrary or at TasteWant’ reasonable discretion, neither party shall have any right or authority to, and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other party or bind the party in any way.
- This agreement, and any documents referred to in it, constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement.
- Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.
- Nothing in this clause shall limit or exclude any liability for fraud.
- This agreement and any non-contractual obligations relating to or arising under these Conditions shall be governed by English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute relating to or arising under it.
15. Services standards
For the avoidance of doubt, these Services Standards are placed at the end of this document for convenience and accessibility only, and form part of the legally binding Conditions.
- RETURNS AND REFUNDS
- Any requests (whether by phone, e-mail, fax or letter) for refunds or returns for any Products provided by the Vendor to a Customer shall be dealt with directly between the Vendor and the relevant Customer through the Vendor Portal.
- Following receipt of a request for a refund or return by a Customer (directly or via the Returns Form), the Vendor shall initiate the refund directly in accordance with theReturns & Refunds policy using the Vendor’s designated Vendor Portal.
iii. Subject to the provisions of the Returns & Refunds policy, TasteWant shall approve such refund.
- The Service Fee paid in respect of the refunded Products will be returned to the Vendor minus, at TasteWant discretion, the Refund Fee, which when taken is not refundable under any circumstances.
- For legal reasons, the Vendor must only process refunds through cancelling the customer’s order in the Vendor Portal in accordance with the instructions as laid out in the Vendor’s designated Vendor Portal or as provided through other means by TasteWant. The Vendor shall not issue refunds by cheque or other means.
- The Vendor shall ensure that returns and refunds to the Customer shall be processed in accordance with the following terms and conditions:
- by law, the Customer may not cancel, return or obtain a refund in relation to the following Products (each a “Non-cancellable Product”), unless such Product is faulty:
- personalised items that are specifically made to a Customer’s specification, except where the Customer has chosen items from pre-determined upgrade options or standard off-the-shelf components. TasteWant shall determine in its sole discretion as to whether a Product is or is not a personalised item;
- perishable items, including food.
- subject to paragraph c of these Services Standards, the Vendor shall provide Customers with a 14 day period from the receipt of a Cancellable Product in which Customers can cancel their order and return the Product to the Vendor and obtain a full refund, including delivery charges;
- for the purposes of a monthly gifting Product, a Cancellable Product shall be the first of the series of Products sent to the recipient by the Vendor;
- if the Customer requests a refund for a Cancellable Product then such refund shall be processed by the Vendor (or TasteWant, in line with paragraph 15.A.j below) as soon as possible and in any case no later than:
- 14 days after the day the returned product is received by the Vendor; or
- if earlier, 14 days after the date the Customer provides evidence that they have returned the product to the Vendor;
- if the Customer requires a refund because a Product is faulty, postage and packing costs must be refunded to the Customer along with the full cost of the Product within: (i) 24 hours if the Customer notifies the Vendor within 28 days of the Customer receiving the Product; (ii) 14 days if the Customer notifies the Vendor between 29 days to 6 months of the Customer receiving the Product;
- subject to paragraph e. above of these Services Standards, a Customer shall be required to return a Product which it has cancelled or is faulty, and in relation to a Cancellable Product the Customer will be responsible for payment of the delivery, postage and packaging charges relating to the return of such Cancellable Product (unless the Cancellable Product has not arrived, in which case such costs shall not apply). If the Customer fails to return the Product, the Vendor (or TasteWant) may charge the Customer for the direct costs of recovery of such Product;
- if the value of a returned Product is diminished because the Customer has handled that Product in any way other than what is necessary to establish the nature, characteristics and functioning of that Product the Vendor is entitled to deduct a reasonable amount from the refund to cover the diminished value of the Product;
- the Vendor shall provide to the Customer via the Vendor Portal an address in the United Kingdom to which a Customer may return a Cancellable Product;
- a Refund Fee may be charged to the Vendor by TasteWant, at their discretion, for any item returned and refunded in accordance with this policy. The Refund Fee is not refundable;
- TasteWant may cancel an order and process a refund for a Product as the Vendor’s payment agent to a Customer where:
- the Vendor asks TasteWant to process such refund to a Customer from funds of the Vendor held by TasteWant, or upon payment of such refund amounts to TasteWant by the Vendor (including the applicable Refund Fee); or
- in TasteWant’ opinion, a Vendor has not acted in accordance with the Returns & Refunds Policy or the Conditions, in which case TasteWant shall be reimbursed from funds of the Vendor held by TasteWant or the Vendor shall be obliged to reimburse TasteWant for such refund (including the applicable Refund Fee).
- DELIVERY, POST AND PACKING
- All Products shall be properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.
- A range of delivery options will be available for the Vendor to choose to display on its Shop, and it may choose to offer any appropriate option for the Vendor’s Products.
iii. TasteWant may at their sole discretion limit delivery charges on any order to override individual Vendor limits so that the Vendor’s charges comply with the Delivery Policy and the Vendor may charge no more than the delivery charges set out in the Delivery Policy or such other charges as may be notified to you (by means of a direct communication and/or in the Vendor Portal from time to time). These delivery charges can be varied in exceptional cases only at the discretion of TasteWant where, for instance, Products are heavy, fragile, bulky or precious. Permission must be requested from TasteWant for charges outside of the Delivery Policy.
- Don’t include your brand name in the title unless it is an inherent part of the product name e.g. ‘Your Brand Name’ Pork.
- Product titles should be unique so avoid naming your product the same as others
- Don’t include reference to promotions in the title e.g. Jerk Sauce 10% off and Free Shipping.
- As the seller you set your prices however we do ask that the prices you quote on TasteWant are not higherthan the prices you set elsewhere online including your own website.
- When categorising your products only choose the directly relevant category that best describes what your product is – Don’t select a seasonal category (e.g. Christmas, Halloween) as the main category. TasteWant will add items to seasonal categories.
- Always choose the lowest level category in a particular category “tree” using the expand. It will then be seen in all levels above that.
- Make sure that all information entered is accurate
- For shelf life information be sure that what is quoted is the minimum shelf life customers will benefit from when they receive your produce
- When recording the applicable special diets on the Features tab only mark those that have been certified. If your products are not certified then you can indicate in the description what your product is suitable for and make sure your ingredients information is complete to back that up.
- Keep descriptions succinct while letting customers know what they need to know about your product and ordering information. As a rule of thumb stick to no more than 4 to 5 brief paragraphs.
Images – the style of the main image on your listings:
- The main focus of the image should be of the specific product you are selling. If other items are included in the image as accessories it should be clear that these are not part of the sale price.
- The image should show the actual produce not just it’s packaging (exceptions may be made for gift wrapped items and drinks).
- Images should not be solely of the labels.
- The product’s packaging should not take up more than around 20% of the image (exceptions may be made for gift packaged items and drinks).
- The product should be shown in a real lifestyle setting. This means on a real world background with natural lighting.
- Images should not be on a plain white background or a plain black background.
- Images should not be cut-outs placed on any colour of background.
- Images should not have any special effects/ tinting that make them appear unnatural.
- No images containing your logo, contact details or any text (unless of course the text is on the actual product or is illustrating some customisation or similar)
The images should also generally be of a high, professional quality with attractive compositions showing off your produce to their best effect.
Questions and Comments
If you have any questions or comments about the above terms and conditions, please contact us on email@example.com