Terms & Conditions

Website and Membership Terms

These are the terms of use for www.youngfoodies.co.uk (Site). The Site is operated by or on behalf of Young Foodies Limited (we, us and our). We are a limited company, registered in England. Our registered company number is 16499932, and our registered office is at 52 Tottenham Court Rd, London W1T 2EH.

Your use of the Site will be subject to these terms and by using the Site you agree to be bound by them. Use of your personal information submitted to or via the Site is governed by our Privacy and Cookies Policy.

We reserve the right to change these terms from time to time by changing them on the Site. These terms were last updated on 14 May 2017.

Young Foodies is a closed membership community aimed at supporting individuals in young food and drink brands and businesses. Users of the Site must be working in a young food and drink brand or business or a third-party business supporting young food and drink brands and businesses. Membership of the Site will allow you to gain access to other Young Foodies to network, attend targeted and relevant networking events (Events), exchange ideas and grow your business and brand in the process.

To become a member, you must satisfy the following minimum eligibility criteria:

  • You must be at least 18 years of age;
  • You must be working in a food or drink brand or business that we consider to be exciting and innovative;
  • You must be able to contribute to the Young Foodies community.

Further details about eligibility criteria for become a member can be found on our Community website page.

It is your responsibility to ensure you satisfy all of the minimum eligibility criteria set out above before choosing to apply for membership with us. By doing so, you confirm to us that you do meet all of the minimum eligibility criteria.

To register, you must provide us with accurate, complete and up-to-date contact information, including name, postal address, telephone number, email address, details of the food or drinks business, and your position in that company. You are responsible for the information and products you provide to us. You must promptly update your account information online in the event of any changes to this information.

We reserve the right, in our discretion, to carry out checks (including checks with credit reference agencies) for the purposes of confirming your identity and to establish your creditworthiness. By agreeing to these terms, you agree to our doing so.

If you are registering as an organisation, rather than in your personal individual capacity, you must have the necessary authority, power and right fully to bind the legal entity or organisation on whose behalf you wish to be granted access to the Site. If you are not authorised to bind that legal entity or organisation, you must not attempt to register. By registering, you represent and warrant to us that you are duly authorised.

Upon registration for an account with us, we will provide you with a username and password. When you log onto the Site for the first time we recommend that you change your password.

You must keep your username and password confidential at all times and use it only to access and use your account and not for any other purpose. You are the only authorised user of your account and, accordingly, you must not disclose your username and/or password to anyone else. You should contact us immediately upon discovering any unauthorised use of your account or error in the operation of your username and/or password (see Contacting us). Any breach of these terms and/or any use of your account by anyone to whom you disclose your username and/or password will be treated as if the breach or use had been carried out by you, and will not relieve you of your obligations to us.

Each business membership involves a membership payment. The cost of membership is as set out in our Community website page and prices are exclusive of VAT. If you are accepted onto the Site, we will invoice you directly for the relevant membership costs. Our invoices are payable upon receipt. You will not be given access to the Site until payment has been received.

The membership gives you access to the Site and the Events we offer to member business on the Site. Each membership automatically renews every month.

You can cancel your membership at anytime during the year but no refund of membership fees will be given. If you wish to cancel your membership please Contact us

Registered members may be offered the opportunity to sign up to attend events including, but not limited to, networking events, workshops, ad-hoc presentations, online webinars relevant to start-ups and scaling businesses in the food and drinks industry (Events).

Events will be advertised on the Site and you will be able to sign-up online. When you sign up to events we would expect you to attend those Events. If you fail to attend the Event you will not be able to attend any further Events for the next month.

Attendance at Events is personal to you, we’re afraid you are unable to send another person in your place from outside your business or bring a plus one or more. 

Some Events may be paid for Events. Where this is the case, we will set out the cost (exclusive of VAT) of attending the relevant Event clearly on the Site. When you sign up to a paid for Event, we will send you an invoice in respect of that Event which shall be payable immediately.

If you need to cancel your attendance at a paid for Event, you will need to Contact us. If you cancel 14 days or more of the date of the Event we will give you a full refund. If you cancel 14 days of less of the data of the Event no refund will be payable, although we recommend that you get in touch to discuss.

We may also publish information on the Site about other events which are run by third party providers. We will include this information because we think it may be of interest to you but we have no connection with or responsibility for the quality of these events.

We work with external partners to offer you discounts on goods and services which may be of use to your business or brand. We will include details of these partners and any discounts on the Site. To be introduced to any partner please Contact us.

Please note that we although we may include details of external partners on the Site and may at your request refer you to external partners, we are not responsible for the goods and services which they may provide. You must undertake your own due diligence in respect of any such external partners and enter into a contract directly with them and we will have no liability to you or to any external partner in respect of any relationship which you enter into.

You may only use the Site in accordance with these terms. You may retrieve and display content from the Site on a computer screen, print and copy individual pages and, subject to the next section, store such pages in electronic form. Additional terms may also apply to certain features, parts or content of the Site and, where they apply, will be displayed on-screen or accessible via a link.

Except to the extent expressly set out in these terms, you are not allowed to:

  • ‘scrape’ content or store content of the Site on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of the content of the Site;
  • remove or change any content of the Site or attempt to circumvent security or interfere with the proper working of the Site or the servers on which it is hosted; or
  • create links to the Site from any other website, without our prior written consent , although you may link from a website that is operated by you provided the link is not misleading or deceptive and fairly indicates its destination, you do not imply that we endorse you, your website, or any products or services you offer, you link to (and do not frame or replicate) the home page of the Site, and the linked website does not contain any content that is unlawful, threatening, abusive, defamatory, pornographic, obscene, vulgar, indecent, offensive or which infringes on the intellectual property rights or other rights of any third party.

You must only use the Site and anything available from the Site for lawful purposes (complying with all applicable laws and regulations), in a responsible manner, and not in a way that might damage our name or reputation or that of any of our affiliates.

All rights granted to you under these terms will terminate immediately in the event that you are in breach of any of them.

All intellectual property rights in any content of the Site (including text, graphics, software, photographs and other images, videos, sound, trade marks and logos) are owned by us or our licensors. Except as expressly set out here, nothing in these terms gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading content from the Site. In the event you print off, copy or store pages from the Site (only as permitted by these terms), you must ensure that any copyright, trade mark or other intellectual property right notices contained in the original content are reproduced.

We may change the format, features and content of the Site from time to time. You agree that your use of the Site is on an ‘as is’ and ‘as available’ basis and at your sole risk.

Whilst we try to make sure that content on the Site consisting of information of which we are the source is correct, you acknowledge that the Site may make content available which is derived from a number of sources, for which we are not responsible. In all cases, information on the Site is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information.

We make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Site and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using the Site or relying on any of its content.

We cannot guarantee the continuous, uninterrupted or error-free operability of the Site. There may be times when certain features, parts or content of the Site, or the entire Site, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you. You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the Site, or any features, parts or content of the Site.

We cannot and do not guarantee that any content of the Site will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.

The Site will allow you to upload user-generated content and may also allow you to communicate that content, either to selected recipients or in public areas, such as comments pages, chat rooms, message boards, and/or news groups (collectively User Content Areas). We do not control the material submitted to User Content Areas (collectively User Submissions), nor are User Content Areas actively moderated. You are solely responsible for the content of your User Submissions as submitted by you and acknowledge that all User Submissions express the views of their respective authors, and not our views. You agree to indemnify and hold us harmless if we suffer any loss or damage as a result of any User Submissions which you make available in any User Content Areas.

If you participate in any User Content Areas, you must keep all User Submissions relevant to the purpose of the User Content Area and the nature of any topic.

User Submissions must not:

  • contain, transmit, distribute, link to or otherwise make available, or advertise or promote any content that infringes any intellectual property rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable (“Prohibited Content“);
  • impersonate any person or entity or otherwise misrepresent your relationship with any person or entity;
  • contain, transmit or distribute any unsolicited or unauthorised advertising, marketing or promotional material or other form of solicitation (spam); or
  • transmit or distribute any virus and/or other code that has contaminating or destructive elements.

You agree that, by submitting any User Submission, you grant us and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Submission (in whole or part) and/or to incorporate it in other works in any form, media or technology, and you waive any moral rights you may have in, or to be identified as the author, of such User Submission.

Whilst we do not pre-screen User Submissions, we reserve the right, in our sole discretion, to delete, edit or modify any User Submission submitted by you and/or to close any topic, at any time without notice to you.

Complaints about the content of any User Submission must Contact us and must contain details of the specific User Submission giving rise to the complaint.

The Site may, from time to time, include links to external sites, which may include links to third party offers and promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of or association with their operators or promoters.

Nothing in these terms shall limit or exclude our liability to you:

  • for death or personal injury caused by our negligence;
  • for fraudulent misrepresentation; or
  • for any other liability that, by law, may not be limited or excluded.

Subject to this, in no event shall we be liable to you for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses, and any liability we do have for losses you suffer is strictly limited to losses that were reasonably foreseeable.

These terms shall be governed by English law.

You agree that any dispute between you and us regarding these terms or the Site will only be dealt with by the English courts.

Please submit any questions you have about these terms or any problems concerning the Site by completing the form on www.youngfoodies.co.uk/contact or emailing [email protected]es.co.uk

Online Purchases Terms

This website is operated by Young Foodies Limited, a company registered in England and Wales. Our company registration number is 10499932 and our registered office is at 52 Tottenham Court Road, London W1T 2EH. Our registered VAT number is 268201412. Throughout the site, the terms “we”, “us”, “YF” and “our” refer to Young Foodies Limited, and the terms “you”, “your” and “Brand” refer to the food and beverage business entity using the Shop. You can contact us about anything in these Terms of Sale or about the Shop by writing to us at [email protected]

This page tells you information about us and sets out the legal terms and conditions (“Terms of Sale”) which govern your visit to our “Shop” and the licence of templates, tools and other documents and digital content (“Products”) or purchase of advisory, customisation or other services in relation to the Products (“Services”) from the Shop.

These Terms of Sale will apply to any contract between you and YF for the licence of Products or sale of Services to you through the Shop or otherwise (“Contract”). Please read these Terms of Sale carefully and make sure that you understand them, before using the Shop or buying anything from the Shop. Use of Products purchased by the Brand is subject to the product licence set out at section 6 (“Product Licence”). Please note that before placing an order you will be asked to agree to these Terms of Sale. If you refuse to accept these Terms of Sale, you will not be able to use the Shop or place an order.

We amend these Terms of Sale from time to time and you can review the most current version of the Terms of Sale at any time at this page. Every time you wish to use the Shop, please check these Terms of Sale to ensure you understand the terms which will apply at that time. Your continued use of or access to our website or the Shop, or any order for Products or Services, following the posting of any changes to these Terms of Sale constitutes acceptance of those changes.

Our Shop is hosted on Woocommerce. They provide us with the online e-commerce platform that allows us to licence our Products and sell our Services to you.

This website is a B2B website. As a business customer these Terms of Sale constitute the entire agreement between the Brand and YF in relation to your use of the Shop, the Product Licence and purchase of Services and supersede any prior versions of the Terms of Sale. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement set out on this page. By agreeing to these Terms of Sale, you represent that:

  • the Brand is a company, or other body corporate, established and carrying out a food and beverage related business in the jurisdiction(s) notified to YF;
  • the individual entering into this Contract on the Brand’s behalf has the power and authority to do so, and these Terms of Sale and the Contract are valid and binding on the Brand; and
  • the Brand is using our Shop and the Products for business purposes only.

 

If you are not a food and beverage related brand (for example you are a consultant advising food and beverage related businesses), and would like to purchase a licence for a Product, please get in touch at [email protected]

A breach or violation of any of these Terms of Sale (including, but not limited to the conditions attaching to the Product Licence set out in section 6), will give YF the right to terminate without notice the Product Licence and any provision of Services.

The Brand hereby agrees to fully indemnify, defend and hold harmless YF and its officers, employees, affiliates, agents, contractors, interns, suppliers, service providers and licensors (“Connected Persons”):

  • from any claim or demand, including reasonable legal fees, made by any third-party due to or arising out of your breach of these Terms of Sale, or your violation of any law or the rights of a third-party in relation to the use of the Shop; and
  • for any loss of business or earnings that arises out of a breach of the Product Licence conditions and these Terms of Sale, of an amount equal to the fees which YF would have charged (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for in section 3, from such date to the date of payment.

 

Your submission of personal information through the Shop is governed by our Privacy Policy. We will use the personal information you provide to us to supply the goods and services available through the Shop to you, to process your payment for such goods and services, and if you agreed to this during the order process or elsewhere, to send you other information and updates including about similar Products that we provide. You may stop receiving these at any time by contacting us.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer.

Our acceptance of your order for a Product Licence takes place once you have provided payment details and when we email you to accept your order at which point the Contract will come into existence between the Brand and YF. A copy of the Product file will be sent to you as an email attachment file (“Delivery”), normally as part of your acceptance email. The Product Licence commences at Delivery, not when you actually open the email or commence using the Product. If any customisation is required then we will confirm your order of the Product separately and Delivery will occur once the Product has been customised and sent out to you by email. In exceptional circumstances YF may not be able to accept your order; if so, we will inform you of this by email and will not charge you for the Product. Our acceptance of your order for Services will take place when we email you to accept your order and confirm the details of the Services being provided, at which point the Contract will come into existence between the Brand and YF. Any Services purchased from the Shop will commence on the date agreed with you and time shall not be of the essence in the performance of such Services. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order. If you wish to make a change to a Service you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Service, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. Subject to sections 4 and 4, no changes to the licenced Products are possible once they have been emailed to you. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per business or per order, including orders that, in our sole judgement, appear to be placed by contractors, consultants, dealers, resellers or distributors or otherwise contrary to these Terms of Sale. You agree to provide current, complete and accurate purchase and account information for all purchases made at our Shop (for example, business name, business email address, trade address, territories in which you do business and other information about the Brand). You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. You acknowledge that the Products and Services may include agreement examples, forms and other information and advice and that such Products and Services may be provided by Connected Persons. Unless expressly stated otherwise, any such information, advice, forms, templates, etc provided as part of the Products and Services are for example purposes only, may not be suitable to your circumstances and should not be considered a substitute for the advice of an appropriately qualified professional. Neither YF nor the Connected Party providing those Products and/or Services will be responsible for any loss, damage or cost resulting from any decisions that are made in reliance on such Products and/or Services, including legal, compliance and/or risk management decisions, except as set out in clause 9 below. You agree that you use the Products and Services at your own risk in these respects. Before being able to rely on a legal template or other legal Product, advice or other Service available through the Shop, or if Products and/or Services are to include legal advice from a Connected Person, you will be required to enter into an agreement with that Connected Person which sets out the terms on which such legal advice is provided, including the fees, and the Connected Person’s liability for the provision of such legal advice.

Our Products have been created by experts from across the Food & Drink industry. However, having high calibre of creators doesn’t always guarantee perfect Products, which is why we offer a 24-hour repair or refund policy (“RoR Policy”) in the case of material latent defects.

To claim under our RoR Policy, you need to send us an email at [email protected] with your order number, describing in which way your licenced Product is materially defective, or otherwise not aligned with the description we provided in the Shop. For the avoidance of doubt, the 24-hour time period starts from Delivery, as set out at section 1 above, not the point at which you actually download the Product or start using it.

If we, acting reasonably, agree with your claim that the Product is materially defective, than we shall, in our absolute discretion, elect to either:

  • offer you a full refund of the price paid for the Product, in which case your licence to use the Product shall immediately terminate in accordance with section 8 below; or
  • repair and replace the produce free of charge, and we shall endeavour to notify you of when you can expect Delivery of the revised Product.

For the avoidance of doubt, this RoR Policy does not apply in the following instances:

  • where you have made changes to the Product which have resulted in a breakage, failure or fault after the point of download;
  • where the Product is not compatible with your machine or software versions of office, imaging and other desktop software and where we have made the compatibility requirements clear in the Product information prior to your order;
  • where the description of the Product is correct but you change your mind or requirements, or discover following use that the Product does not satisfy your requirements;
  • where any of the events set out in section 2 below apply; or
  • where you are in breach of any of these Terms of Sale, including but not limited to the licence conditions in section 6 below.

Any repairs, changes, customisations or other assistance with or work or advice on a Product which are not covered by the RoR Policy shall be treated as the provision of Services and subject to the applicable terms set out herein.

The price of Products and Services provided by YF will be the price indicated on the order page of the Shop when you placed your order. This price is exclusive of any applicable VAT, which will be included in the final price to be paid by you on checkout and confirmed by email. Prices and descriptions for the Products and Services are subject to change without notice.

You are required to pay all amounts due to us under these Terms of Sale in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% per annum above the base rate from time to time of Lloyds TSB, from the due date until the date of payment.

We reserve the right at any time to modify, limit, or discontinue the Shop (or any part of it or the Products licenced or Services provided pursuant to it) without notice at any time and without liability to you or any third party. We constantly update and improve our Products but are under no obligation to provide you with updated versions of Products if they are updated after you licenced them. In certain cases we may choose, in our absolute discretion, to provide you with updated versions of Products contain certain bug or other functionality fixes.

Occasionally there may be information on our website or in the Shop that contains typographical errors, inaccuracies or omissions that may relate to Product descriptions, pricing, promotions and availability. We reserve the right to correct any such errors or omissions, and to change or update information or cancel orders if any information in the Shop or on any related website is inaccurate at any time without prior notice (including after you have submitted your order, but before it has been accepted). Information on the website or the Shop may be historic, and YF has no obligation to update any information. The images of the Products in our Shop are for illustrative purposes only, and the final Product that you licence may vary slightly.

Subject to the Brand paying the purchase price, the restrictions set out in this section 6, and the other terms and conditions of these Terms of Sale, YF hereby grants to the Brand a limited, non-exclusive and non-transferable licence to use the Products purchased from the Shop (whether or not amended pursuant to any Services also provided by YF) under the Contract for the full period of the copyright in the Product, (the “Product Licence”).

The Product Licence allows the Brand to:

  • use and print the Product for which you have purchased a licence;
  • customise the Product with the Brand’s business specific information and content where permitted and use and distribute the Product and any documents derived from the Product within its business;
  • make a reasonable number of backup copies of the Product as may be necessary for its lawful use. The Brand shall record the number and location of all copies of the Product and take steps to prevent unauthorised copying; and
  • only use the Product for the Brand’s normal internal business operations (which shall not include allowing the use of the Product by, or for the benefit of, any person other than a current employee of the Brand).

 

Except as expressly stated in these Terms of Sale, the Brand is prohibited from:

  • sharing a Product, an edited version or a variation of, a Product with anyone outside of its business (which shall include allowing any former employees continued use of the Product, or providing the Product to any consultants or other advisors to the Brand);
  • disassembling, decompiling, reverse-engineering or creating derivative works based on the whole or any part of a Product or attempt to do any such thing (or permit any third party to do the same) other than the customisation of the Product in the normal course;
  • selling, reselling, licencing, renting, leasing, commercially exploiting or otherwise making available (whether on the internet or otherwise) the Product, or a slightly edited version of the Product, in any form to any person;
  • removing or altering any logo, trademark, copyright notice, disclaimer, term of use or other YF proprietary notices within the Product;
  • accessing all or any part of a Product in order to build a Product or Service which competes with the Shop, Product or Services;
  • using the Shop and/or Products to provide services to third parties; or
  • accessing or using the Shop and/or Products for any illegal activities.

 

The Brand acknowledges and agrees that YF and/or its licensors own all intellectual property rights in and to the Shop and the Products available for licence and the Services available for purchase in the Shop, including any updates, modifications or enhancements thereto. Except as expressly stated herein, these Terms of Sale do not grant the Brand or any of its employees any rights to or in patents, copyright, database rights, trade secrets, trade names, trademarks, or any other intellectual property rights or licences in respect of the Shop, or Products.

Purchase of a Product, or of any Services in respect of a Product, shall give the Brand no right to be provided with the background formulae, source code or know-how which is used in creating or customising the Product.

Each Product available in the Shop is protected by copyright law, and each Product Delivered is tagged with a unique identifier so that it can be traced. Any use of the Product outside the scope of the Product Licence set out above shall be a breach of these Terms of Sale and give YF the rights set out in section 8 below.

The Brand shall notify YF as soon as it becomes aware of any unauthorised use of the Product by any person.

Save as provided by law, the Shop and all Products licenced to you or Services provided to you are (except as expressly stated in these Terms of Sale) provided on an ‘as is’ and ‘as available’ basis for your use. YF does not provide any warranties, representations, promises or guarantees, whether express or implied:

  • that any Products, Services, information, or other material purchased or obtained by you will meet your expectations, be fit for a particular purpose or use terminology, concepts or formulae which are consistent with those used by you or others. The Brand is solely and entirely responsible for checking each Product adequately serves the Brand’s requirements;
  • that the contents of, or results and outputs that may be obtained from the use of, the Products and Services will be exhaustive, accurate or reliable;
  • that the access to and use of the Shop will be uninterrupted, timely, secure or error-free or that any errors in the Shop or Products will be corrected; or
  • of merchantability, fitness for a particular purpose other than that advertised, title, and non-infringement of the Products,
    and all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are expressly excluded.

 

Neither YF, nor any of its Connected Persons, will be liable for the failure of a Product or Service to be of satisfactory quality if:

  • you make any further use of such Product or Service after notifying YF of any defect;
  • the defect arises because you failed to follow instructions as to the installation, use or normal working practice;
  • in the case of legal Services provided by a Connected Person, you fail to sign an agreement with the relevant Connected Person, as set out in clause 9;
  • the defect arises as a result of YF providing a bespoke Product or complying with any requests or specifications supplied by you, whether in the provision of Services or otherwise;
  • you alter or repair the Product without our written consent; or
  • the defect arises as a result of wilful damage, or a breach by you of any of the Product Licence conditions set out in section 6

 

In no event will YF or any of its Connected Persons be liable under or in connection with a Contract or these Terms of Sale for loss of actual or anticipated income or profits or revenue, loss of goodwill or reputation, loss of data, loss of anticipated savings, or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence or our mistake), breach of contract or otherwise, and YF and its Connected Persons’ aggregate liability to you for all losses arising under or in connection with the Shop, Products and Services not excluded herein shall be the total cost of the Product or Service in question purchased from the Shop.

Nothing in these Terms of Sale shall limit or exclude our liability for any matter in respect of which it would be unlawful for us to exclude or restrict liability.

Products

  • The Contract, your Product Licence, and right to use a particular Product, shall continue until the earlier of: (i) the expiry of the Product Licence granted under section 1, and (ii) the termination of the Product Licence by YF in accordance with these Terms of Sale, whether under 8.3 or otherwise.
  • In the event of termination of the Product Licence you will remain liable for all amounts due up to and including the date of termination and you shall be required to delete all copies of the Product (including any backups), and certify to us that you have done so.

 

Services

  • Without affecting any other right or remedy available to it, either the Brand or YF may terminate the Contract for the provision of Services: (i) by giving the other not less than one week’s written notice; or (ii) with immediate effect if the other commits a material breach of its obligations under the Contract (and the Brand’s failure to pay an amount due for the Services shall be a material breach of this Contract). In the event of termination under this section, the Brand will remain liable for all payments due to YF up to and including the date of termination.
  • Other than as set out in section (a) above, the Contract for Services shall terminate once we have finished providing the Services and you have paid for them.

 

If in YF’s sole judgement you fail, or we suspect that you have failed, to comply with any term or provision of the Product Licence or these Terms of Sale, we may at any time without notice terminate the Contract and, if applicable, the Product Licence.

The Brand’s rights, title and interest in the Products licenced and Services purchased through the Shop are personal and may not be sub-licenced assigned or otherwise transferred to another person other than (a) in accordance with these Terms of Sale or (b) with our prior written consent. Any attempted sub-licence, assignment or other transfer without our consent shall be void.

This contract is between you and us and no person other than a Connected Party shall have any rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

In the event that any provision of these Terms of Sale is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Sale; such determination shall not affect the validity and enforceability of any other remaining provisions.

The delay or failure of us to exercise or enforce any right or provision of these Terms of Sale shall not constitute a waiver of such right or provision.

These Terms of Sale, any separate agreements whereby we provide you services, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales, and the English courts shall have exclusive jurisdiction over any such disputes or claims.