Terms and Conditions for the Supply of Goods through the flaver.co.uk website.
1. The Contract between you and us
We must receive payment in whole for the price of the goods that you order before your order can be accepted. Once payment has been received by us we will confirm that your order has been received by sending an email to you at the email address you provide in your order form.
This is not an Order Acceptance from Flaver. Our acceptance of your order takes place on the dispatch to you of the products ordered unless we notify you that we do not accept your order, or you have cancelled your order in accordance with clause 3. Our acceptance of your order brings into existence a legally binding contract between us.
Only adults (persons aged 18 and over) are entitled to enter into legally binding contracts and as a result are the only people entitled to transact through this site. Any other individuals who are unable to perform legally binding contracts are prohibited from ordering goods using this site. If you do not qualify do not use this site.
2. Pricing, Delivery and Discount Codes:
2.1 The prices payable for goods that you order are as set out in our website.
2.1.1 All of our prices are in GBP (£).
2.2 You may be required to pay extra for delivery and it might not be possible for us to deliver to some locations. Our delivery charges are set out in our website.
2.3 Please note that prices online are correct at the time of publication excluding errors and omissions and we reserve the right to amend these at anytime without prior notification.
3. Right for you to cancel your contract
3.1 Subject to 3.3 below, you may cancel your contract with us for the goods you order at any time up to the end of the fourteenth working day from the date you receive the ordered goods. You do not need to give us any reason for cancelling your contract nor will you have to pay any penalty.
3.2 To cancel your contract you must send an email to email@example.com stating your order details.
3.3 Your right to cancel your contract with us for the goods you have ordered is subject to:
a) You contacting us within 14 days of receiving your goods and receiving a ‘Returns Authorisation number’.
b) The item(s) cannot be a Bespoke Special Order, which due to their unique nature, cannot be exchanged or returned under any circumstances.
c) Must be unused and in stock condition, as delivered to you.
3.4 Once you have notified us that you are cancelling your contract, any sum debited from your credit card will be credited to your account as soon as possible and in any event within 30 days of your order PROVIDED THAT the goods in question are returned by you and received by us in the condition they were in when delivered to you.
If you do not return the goods delivered to you, in the way detailed above, we shall be entitled to deduct the direct costs of recovering the goods from the amount to be credited to you. We would strongly advise the buyer to return unwanted items by recorded delivery or by obtaining a proof of postage from the Post Office or by any other means that shows proof of postage of the returned items. It is the Buyers responsibility to ensure that the items are sufficiently insured for claim purposes. Unless the items is deemed faulty by Flaver, the cost of the returning unwanted items is the responsibility of the Buyer. No additional charges will be covered by Flaver. This does not affect your statutory rights to return faulty or misdescribed goods as described goods in section 5.
3.5 All refunds will be made to the payment card used in the original transaction. To comply with audit standards, the card or account details used for refunding a purchase cannot be amended. Should a refund be rejected for any reason by either Flaver or the Buyer’s bank, Flaver will contact the buyer to discuss alternative options to make the refund effective.
4. Cancellation by us
4.1 We reserve the right to cancel the contract between you and us if:
4.1.1 we have insufficient stock to deliver the goods you have ordered;
4.1.2 we do not deliver to your area; or
4.1.3 one or more of the items you ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our suppliers.
4.1.4 If we have reason to believe the payment is fraudulent.
4.2 If we do cancel your contract we will notify you by email or by telephone, and will re-credit to your account any sum deducted by us from your payment card as soon as possible but in any event within 30 days of your order. We will not be obliged to offer any additional compensation for disappointment suffered.
5. Delivery of goods to you
5.1 We will deliver the goods ordered by you to the address you give us for delivery at the time you make your order. It is your responsibility to ensure that the delivery address you give us is correct and accurate and that there is somebody to sign for and take delivery of the goods from the delivery service used.
5.2 All orders within the UK are delivered using the most suitable carrier or postal service.
5.3 You will become the owner of the goods you have ordered when they have been delivered to you. Once goods have been delivered to you they will be held at your own risk and we will not be liable for their loss or destruction.
5.4 We make no promise that materials on our website are appropriate or available for use in locations outside the United Kingdom, and accessing the website from territories where its contents are illegal or unlawful is prohibited. If you choose to access this site from locations outside the United Kingdom, you do so on your own initiative and are responsible for compliance with local laws.
5.5 If your order is returned to us because the courier or postal service could not complete the delivery to you for whatever reason, then you will be responsible for the repeat delivery costs.
6.1 If the goods we deliver are not what you ordered or are damaged or defective or the delivery is of an incorrect quantity, we shall have no liability to you unless you notify us in writing by email of the problem within 48 hrs of the delivery of the goods in question.
6.2 If you do not receive goods ordered by you within 7 working days of the date on which you ordered them, we shall have no liability to you unless you notify us by email of the problem within 14 days of the date on which you ordered the goods. If you notify us of a problem under this condition, our only obligation will be, at your option either:
6.2.1 to make good any shortage or non-delivery; or
6.2.2 to replace any goods that are damaged or defective; or
6.2.3 to refund to you the amount paid by you for the goods in question in whatever way we choose.
6.3 Save as precluded by law, we will not be liable to you for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising out of any problem you notify us of under this condition and we shall have no liability to pay any money to you by way of compensation other than to refund to you the amount paid by you for the goods in question under clause 6.2.3 above.
6.4 Notwithstanding the foregoing, nothing in these terms and conditions is intended to limit any rights you might have as a consumer under applicable local law or other statutory rights that may not be excluded nor in any way to exclude or limit our liability to you for any death or personal injury resulting from our negligence.
6.5 We cannot be held responsible for any delays once the goods have left us and are in possession of the courier or other postal service.
Unless otherwise expressly stated in these terms and conditions, all notices from you to us must be in writing and sent by email to our contact address at firstname.lastname@example.org.
If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.
10. Third Party
10.1: Third Party Rights: Except for our affiliates, employees or representatives, a person who is not a party to this agreement has no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
10.2 Third Party links: We may include hyperlinks on this Site to other websites or resources operated by parties other than Flaver, including advertisers. Flaver has not reviewed all of the sites linked to its Web Site and is not responsible for the content or accuracy of any off-site pages nor are we responsible for the availability of such external websites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content of such websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external websites or resources.
11. Governing Law
Each and every transaction carried out is deemed to be completed within the United Kingdom and therefore shall be governed by and interpreted in accordance with English Law. The terms of this charter (and any dispute, controversy, proceedings or claims of whatever nature in relation to them) shall be governed and interpreted in accordance with English Law and the English Courts shall have exclusive jurisdiction in relation thereto.
12. Entire Agreement
12.2 We make no representations or warranties about the accuracy completeness or suitability for any purpose of the information and related graphics published on our website. From time to time our site may contain technical inaccuracies or typographical errors and we reserve the right to alter the Flaver branding, logos, marketing materials and packaging at any time.
13. Trade Marks
Flaver is the operator of www.flaver.co.uk. All trademarks, product names and company names or logos sited herein are the property of their respective owners. No permission is given by us in respect of the use of any such brand names, photographs, product names, images or titles or copyrights and such use may constitute an infringement of the owners’ rights.
14. Events Beyond our Control
We will not be in breach of this Agreement or otherwise liable for any delay in performance if to the extent that any delay or failure is due to circumstances beyond its reasonable control including, without limitation, strikes, lockouts and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
15. Our rights
We reserve the right to change these Terms & Conditions from time to time, and your continued use of the Website (or any part thereof) following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether the Terms & Conditions have been changed. If you do not agree to any change to the Terms & Conditions then you must immediately stop using the Website.
Affiliates & Partners
IT IS AGREED as follows:
Definitions and Interpretation
1.1 In this Agreement the following terms shall have the following meanings:
means you as described by the details entered during signup;
means your website as entered during signup;
means any day other than Saturday or Sunday that is not a bank or public holiday;
means the date of the Affiliate’s acceptance of these Terms & Conditions;
means the percentage of commission paid on net sales revenue set out in Sub-clause 10.2.1;
means The Made Simple Group Limited a company registered in England under number 05104525 whose registered office is at 145-157 St John St London EC1V 4PW;
"The Company Website"
means all business, technical, financial or other information created or exchanged between the Parties in the course of fulfilling their obligations under this Agreement;
means the Term that the Parties may be in at any given time;
means a sale of a Service Package to a customer who has been lead to the Company Website through the Affiliate Website where that customer can be tracked directly from the latter to the former without any further intermediaries;
"Intellectual Property Rights"
means any rights subsisting in a copyright work, trade mark, patent or design and shall be construed in accordance with the Copyright Designs and Patents Act 1988, Trade Marks Act 1994 and Patents Act 1977;
means the Company offering commission on the sale and provision of services to customers referred by affiliates in its Companies Made Simple Affiliate Programme;
"Registered Email Address"
means the email address of the Company as provided in the the email address of the Affiliate as provided in the Affiliate’s Registration Data;
means the information provided by the Affiliate when registering for enrolment in the Programme;
means a particular set of services available from us through our website as defined in Clause 7; and
means the term of this Agreement, as defined in Clause 17 of this Agreement, during which the Affiliate shall participate in the Programme under the terms and conditions set out in this Agreement.
1.2 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
1.3 Words imparting the singular number shall include the plural and vice versa.
1.4 References to any gender shall include the other gender.
Company / Affiliate Relationship
2.1 Nothing in this Agreement shall constitute, or be deemed to create, a partnership between the Parties; nor, except as expressly provided, shall it designate, or be deemed to designate, any Party the agent of any other Party for any purpose.
2.2 Subject to any express provisions to the contrary in this Agreement, the Affiliate shall have no 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 the Company or bind the Company in any way.
3.1 The relevant code will be made available to you either by email or by access to a secure download area.
3.2 The code must be copied exactly and not altered in any way. Failure to comply with this condition may result in the Affiliate receiving no credit for sales of Service Packages that are generated through the Affiliate Website.
3.3 Under no circumstances may any of the files provided by the Company be modified in any way without our prior written authorisation.
Site Maintenance and Content
4.1 Each Party shall be exclusively responsible for maintaining and updating its own website. Subject to the provisions of this Clause 5 and Clause 14 below, neither Party shall have any obligations to the other Party in relation to the maintenance or content of their website.
4.2 Subject to Sub-clause 5.3 of this Agreement, neither Party may host any content that:
4.2.1 is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
4.2.2 facilitates or promotes violence, terrorism, or any other criminal activity;
4.2.3 is sexually explicit; or
4.2.4 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
4.3 Neither Party shall be under any obligation to pre-screen any content added to their website by third parties; however in the event that either Party receives from the other a written notification of any content that falls within that described in Sub-clause 5.2 of this Agreement, such content must be removed within three Business Days of receipt of such notice.
Display of Company Information
5.1 The Affiliate is free to display pricing and other information relating to the Service Packages marketed and provided by the Company. It is the responsibility of the Affiliate to keep such information up-to-date through their own efforts; the Company will not provide pricing information updates to the Affiliate.
5.2 The Company reserves the right to alter pricing at any time in accordance with their own policies.
The Company provides services through the Company Website in packaged form, each package setting out combinations and levels of service, available at different prices. Descriptions of such packages are available to view via http://www.flaver.co.uk.
Customer Referral Requirements
7.1 The Company reserves the right to alter such terms & conditions at any time and will provide five Business Days’ written notice to the Affiliate of any such alteration.
8.1 The Company undertakes to use their best and reasonable endeavours to process and fulfil all orders for Service Packages placed by referred customers generated by the Affiliate.
8.2 The Company reserves the right to reject any orders that do not comply with the customer referral requirements detailed in Clause 8 of this Agreement.
8.3 It shall be the Company’s full responsibility to ensure that all orders are completed and that the provision of services is undertaken in accordance with the relevant Service Level Agreements. The Company shall be responsible for order entry, payment processing, cancellations and all subsequent customer service. The Affiliate shall have no further involvement with the customer or the completion of the transaction and all customers will be made aware of the same.
Affiliate Sales Reporting
9.1 The Company will track the following elements of all sales:
9.1.2 Service Package selected; and
9.1.3 revenue generated.
9.2 Full reports of all sales generated through the links on the Affiliate Website will be updated within the affiliate portal. The Company reserves the right to alter the form and content of such reports without notice.
Commission and Referral Fees
10.1 The Affiliate will be paid commission at the rates set out in Sub-clause 10.2.1 on the net profits of sales generated through the Affiliate Website.
10.2 Commission shall be calculated on the following basis:
10.2.1 Notwithstanding Sub-clause 10.2.3 all sales that result from Direct Referrals will attract varying levels of commission, based on the affiliate tier level.
10.2.2 In the event that a customer resulting from a Direct Referral renews a Service Package upon the initial sale for which the Affiliate earned Commission, such a renewal will attract the same rate of commission as in sub-clause 10.2.1.
10.2.3 Cookies will identify customers that have previously been referred through the Affiliate Website. In the event that such customers are identified, sales that do not fall within Sub-clause 10.2.2 will attract a commission.
10.3 Commission will continue to be paid for a period of 3 months after this agreement is terminated on all revenue derived from the affiliate’s clients during the time of the agreement that registered through the website and were accordingly attributed to the affiliate.
10.4 In the event that a customer cannot be tracked, no commission will be paid.
10.5 Commission shall be calculated only once we have received payment in full from the customer. Only once payment has been received in full will sales be logged in the Affiliate’s account.
10.6 Commission shall be paid to the Affiliate ten days after the month end by PayPal, bank transfer or cheque. (Commission payments which fall due but are under the sum of £20 will be carried forward until such time that commissions accrue and a payment can be made which is minimum of £20).
10.7 In the event of any refunds issued for any reasons including, but not limited to fraud and where such refunds are not incurred through any fault of the Company, the Affiliate may be contacted to arrange for the repayment of any related commission.
10.8 Any and all commission paid to the Affiliate shall be based on sales revenue less any tax due; however the Affiliate may still be liable to pay tax on their commission. By accepting the terms of this Agreement the Affiliate hereby acknowledges that they are solely responsible for the payment of tax on any income they may generate through their involvement in the Programme.
10.9 The Affiliate may not use their own affiliate code to generate orders for themselves. In the event that this occurs, The Company will not issue commission on any sales that result.
11.1 Unless otherwise expressly indicated and subject to Sub-clause 13.3 below, the Company is the sole and exclusive owner of all Intellectual Property Rights (“IPRs”) in the Company Website including, but not limited to: all code, text, sound, video, graphics, photographs and other images that form a part of the same. The Company shall also be the sole and exclusive owner of all IPRs which may subsist in any supporting documentation which shall include, but not be limited to, site plans, maps, design sketches and other preparatory material.
11.2 The Company shall be the sole and exclusive owner of all IPRs which may subsist in all future updates, additions and alterations to the Company Website, such material including any supporting documentation.
11.3 Unless otherwise expressly indicated, all IPRs in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.
Affiliate Warranties and Indemnity
12.1 In accepting the terms of this Agreement the Affiliate hereby warrants and acknowledges that:
12.1.1 The Affiliate Website does not and will not contain any content that:
a) is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
b) facilitates or promotes violence, terrorism, or any other criminal activity;
c) is sexually explicit; or
d) infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
12.1.2 The Affiliate Website is and shall remain functional and, subject to the provisions of Clause 19 of this Agreement, reasonable downtime for maintenance or third-party access restrictions, accessible to all users of the internet;
12.1.3 All necessary authorities, consents and approvals have been obtained in respect of the Affiliate’s obligations under this Agreement and will remain valid and effective throughout the Term;
12.1.4 The Affiliate’s obligations under this Agreement shall constitute legal, valid and binding obligations. Such obligations shall be direct, unconditional and general obligations; and
12.1.5 The Affiliate will not refer to the Company in any way in any unsolicited bulk email campaigns or other spamming practices that may be conducted.
12.2 By accepting the terms of this Agreement the Affiliate agrees that it shall indemnify the Company in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Company as a result of, or in connection with:
12.2.1 breach of any warranty given by the Affiliate in relation to the Affiliate Website;
12.2.2 any claim that the Affiliate Website infringes the patent, copyright, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any terms stipulated by the Company; and
12.2.3 any act or omission by the Affiliate or its employees, agents or sub-contractors in performing the Affiliate’s obligations under this Agreement.
13.1 The Company makes no warranty or representation that the Company Website, the Programme, or Service Packages sold through the Programme will meet the Affiliate’s requirements or those of the Affiliate’s visitors, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, that they will be secure and that all information provided will be accurate.
13.2 The Company makes no guarantee of any specific results from the use of the Company Website or from enrolment in the Programme.
13.3 The Company makes no guarantee that the Company Website shall remain functional and accessible to all users of the internet.
14.1 The Company shall not be liable to the Affiliate for any indirect or consequential loss that the Affiliate may suffer even if such loss is reasonably foreseeable or if the Company has been advised of the possibility of such loss being incurred.
14.2 The Company’s entire liability to the Affiliate in respect of any breach of the Company’s contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement shall be limited to £250.
14.3 Notwithstanding any other provision in this Agreement, the Company’s liability to the Affiliate for death or injury resulting from the Company’s own negligence or that of its employees, agents or sub-contractors shall not be limited.
Term and Termination
15.1 This Agreement shall come into force and become binding on the Commencement Date and shall continue in force for a period of three years from that date (the “Initial Term”). Following the Initial Term, the Affiliate’s enrolment in the Programme shall be renewed automatically for successive periods of one year (each a “Renewal Term”) unless and until terminated in accordance with this Clause 17.
15.2 Either Party may terminate this Agreement by giving seven Business Days’ prior written notice to the other:
15.2.1 at any time where the other Party has committed a material breach of this Agreement and such breach has remained unremedied seven Business Days after receiving written notice of that breach; or
15.2.2 if the other Party enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior written approval of the other Party), or compounds with or makes any arrangement with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.
15.3 Either Party may request the termination of the Agreement at the end of the Current Term for any reason provided that written notice is given at least thirty Business Days before the end of the Current Term.
15.4 Upon the termination of this Agreement for any reason, the Affiliate shall remove the links established under this Agreement.
15.5 Upon the termination of this Agreement for any reason, all licenses granted shall also terminate.
15.6 In the event that the Company terminates this Agreement in accorda