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Terms and Conditions

STANDARD TERMS AND CONDITIONS OF MY FOOD ORDERS LIMITED FOR THE SUPPLY OF E-COMMERCE SERVICES

1. Definitions

Agreement: these Conditions together with the terms of any applicable Service Specifications;

Conditions: these Terms and Conditions as amended from time to time;

Customer: the person, firm or company who purchases Services from the Supplier;

Intellectual Property Rights: all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

Service: the services to be provided by the Supplier under the Agreement as set out in the Service Specification, together with any other services which the Supplier provides, or agrees to provide, to the Customer from time to time;

Service Specification: a statement of work, quotation or other similar document describing the services to be provided by the Supplier;

Supplier: means MyFood Orders Limited (company number 06795097) with registered address at 51 Kirtlington, Downhead Park, Milton Keynes, MK15 9AZ.

2. General

These Conditions shall apply to all contracts for the supply of Services by the Supplier to the Customer and shall prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s purchase order, confirmation order, or specification, or implied by law, trade custom, practice or course of dealing.

The Customer’s acceptance of a quotation for Services by the Supplier in the form of the Services Specification (which shall include details of the package chosen by the Customer and the fees payable for the package and Services to be performed), constitutes an offer by the Customer to purchase the Services on these Conditions which shall be accepted by the Supplier upon Customer signing the Services Specification when a contract for the supply and purchase of the Services on these Conditions will be established. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Agreement.

The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Service Specification.

Access to the web based user admin account is available on certain packages provided the Customer agrees that all information supplied by the Customer during the signup process is a true and accurate reflection of the Customers identity and not based on information belonging to any third party or entity. The Customer agrees to update this information when necessary in order that the Supplier is notified of any changes to this information. The Supplier reserves the right to cancel the Customer’s account at any time if the information supplied is found to be inaccurate or deemed to be intended to be used fraudulently.

The security of all usernames and passwords associated with and used to access the web based user admin account are the sole responsibility of the Customer.

3. Supplier’s Obligations

The Supplier shall use reasonable endeavours to provide the Services in accordance in all material respects with the Service Specifications and to complete the Services within the time frames set out in the Service Specifications, but any such time frames shall be estimates only and time shall not be of the essence for performance of the Services.

4. Customer’s Obligations

To enable the Supplier to perform its obligations under this Agreement the Customer shall:

co-operate with the Supplier in all matters relating to the Services;
provide the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge with any information reasonably required by the Supplier;
obtain all necessary permissions and consents which may be required before the commencement of the Services; and comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.
The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Condition 4.1.

Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the Services agreed to in the Service Specification, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the Services contracted for as set out in the Service Specification, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Condition 4.1 shall be deemed to be a cancellation of the Services and subject to the payment of the damages set out in this Condition.

In the event that the Customer, its agents, subcontractors, consultants, employees or any other third party, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then:

4.1.1 the Supplier shall have no liability in respect of any delay to the completion of the Services; and

4.1.2 if applicable, the timetable for the project will be modified accordingly and the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.

The Customer shall indemnify against and be liable to pay to the Supplier, on demand all reasonable costs, claims, charges, expenses or losses sustained or incurred by the Supplier (including without limitation, any direct, indirect or consequential loss, loss of profit and loss of reputation, loss or damage to property and those arising from injury or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly, from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Agreement, including any claims brought against the Supplier by a third party alleging that any Services provided by the Supplier in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.

5. Fees & Payments

In consideration of the provision of Services by the Supplier, the Customer shall pay the fees as set out in the Services Specification for the package purchased by the Customer.

(a) PLUS PACKAGE AND PREMIUM PACKAGE CUSTOMER ACCOUNTS

(i) The Supplier shall invoice the Customer for the Services, which shall include commission as set out in the Services Specification for each orders placed at the beginning of each calendar month for all Services supplied during the previous calendar month. By way of example only, all Services supplied in January will be invoiced as soon as is practicable at the beginning of February. Invoiced amounts shall be due and payable within 14 days of receipt of invoice. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order prior to payment, Customer shall be responsible for issuing such purchase order as soon as is practicable upon receipt of the invoice.

(ii) Where Customer disputes the invoice Customer shall be required to provide the Supplier with an official letterheaded Paypal account statement setting out all payments received by Customer on orders placed by its customers as proof of payments received by Customer on such orders. No such other document shall be acceptable by the Supplier as evidence of payments received by the Customer.

(b) PREMIUM PACKAGE AND PREMIERE PACKAGE CUSTOMER ACCOUNTS

The setup fees for these packages shall be invoiced by the Supplier and payment shall be made by the Customer in cleared funds prior to the commencement of the Services. All setup fee payments received by the Supplier from the Customer are non refundable except in exceptional circumstances. The Supplier reserves the right to decide what constitutes exceptional circumstances.

(c) ADD-ON SERVICES

The fees for these products shall be invoiced in full and payment shall be made in cleared funds before the services are added.

The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, with 14 days of receipt.

Without prejudice to any other right or remedy the Supplier may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:

charge interest on such sum from the due date of payment at the annual rate of 10% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded on a monthly basis until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand. The Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and suspend all services until payment has been made in full.

Time for payment shall be of the essence of the Agreement.

All sums payable by the Customer under the Agreement shall become due immediately on its termination, despite any other provision. This Condition 5.4 is without prejudice to any other right to claim for interest under the law, or any such right under the Agreement.

The Supplier may, without prejudice to any other right it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

6. Alterations to the Service Specifications

The Supplier may at any time amend the Service Specifications. Any alterations in the scope of Services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed Services and fees and any other terms agreed between the parties.

The Customer may at any time request alterations to the Service Specification by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.

Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.

Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.




7. Limitation of Liability – THE CUSTOMERS ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

This Condition 7 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer in respect of:

any breach of the Agreement;
any use made by the Customer of the Services, and
any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.

All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
Nothing in these Conditions limits or excludes the liability of the Supplier:
for death or personal injury resulting from negligence;
or for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier. Subject to Condition 7.2 and 7.3:

the Supplier shall not be liable to the Customer for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

the Suppliers total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Agreement shall be limited to the price paid for the Services.

Where Customer has access to the web based user admin account and it makes changes to that account, Supplier shall not be liable to Customer for any problems or damages arising from any changes made by the Customer.

The Supplier reserves the right to suspend any Service offered via the relevant Service Specification for maintenance, upgrade or regulatory reasons or any such reason that is outside the control of the Supplier without incurring any liability to the Customer.

8. Termination

8.1 The Supplier may terminate the Agreement without liability to the Customer immediately on giving notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.

8.2 PLUS PACKAGE - Either party may terminate this Agreement immediately on giving 30 days notice in writing to the other.

8.3 PREMIUM PACKAGE Either party may terminate this Agreement after 12 months on giving 30 days notice in writing to the other.

8.4 Without prejudice to any other right or remedies which the parties may have, either party may terminate the Agreement without liability to the other immediately on giving notice to the other if:

8.4.1 the other party commits a breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so; or

8.4.2 the other party commits a breach of this Agreement which cannot be remedied under any circumstances; or

8.4.3 the other party suspends, or threatens to suspend, payment of its debt or is unable to pay its debts as they fall due or admits inability to pay its debts or being a company is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

8.4.4 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

8.4.5 the other party ceases to carry on its business or substantially the whole of its business; or

8.4.6 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

8.5 On termination of the Agreement for any reason:

8.5.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

8.5.2 the Customer shall immediately cease use of the Services provided by the Supplier.

8.5.3 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

8.6 On termination of the Agreement (however arising), Conditions 7, 8, 9, 10 and 20 shall survive and continue in full force and effect.

9. Intellectual Property Rights

9.1 All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.

9.2 Without prejudice to the generality of the foregoing, Customer agrees that the ecommerce website, its content, domain name (if purchased by the Supplier) and any other items provided in relation to the PLUS PACKAGE and PREMIUM PACKAGE shall remain the property of the Supplier and shall not vest with the Customer.

9.3 Where Customer purchases the PREMIER PACKAGE the ecommerce website, its content, domain name and any other items provided shall belong to the Customer upon completion of the Services.

10. Confidentiality

Customer agrees and undertakes to keep the Agreement in strict confidence and shall not disclose the contents of the Agreement to any third party. The confidentiality obligations set forth herein shall be perpetual notwithstanding termination of the Agreement.

11. Force Majeure

The Supplier shall have no liability to the Customer under the Agreement if its is prevented from, or delayed in performing, its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock outs, or other industrial disputes (whether involving the workforce of the Supplier or any other party), act of God, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services or default of suppliers or subcontractors.

12. Variation

The Supplier may, from time to time and without notice, change the Services in order to comply with applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of the Services. If the Supplier requests a change to the scope of the Services for any other reason, the Customer shall not unreasonably withhold or delay consent to it.

Subject to Condition 12.1, no variation of the Agreement or any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.

The Supplier reserves the right to vary these Conditions from time to time.

13. Assignment

The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, mortgage, subcontract or deal in any manner with all or any of its rights or obligations under the Agreement. The Supplier may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.

14. Severability

If any provision of the Agreement (or any part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part shall, to the extent required, be deemed not to form part of the Agreement, and validity and enforceability of the other provisions of the Agreement shall not be affected.

If a provision of the Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

15. Waiver

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

16. No Partnership or Agency

Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

17. Notices

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

18. Entire Agreement

This Agreement together with any Service Specification or any other documents referred to in the Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.

19. Rights of Third Parties

A person who is not a party to the Agreement shall not have any rights under or in connection with it.

20. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts

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