Terms and Conditions
1.1 Words and expressions used in these terms and conditions have the meaning set out in the Glossary.
1.2 Any reference in these terms and conditions to a clause, or to the Glossary, is to a clause of, or to the Glossary of these terms and conditions.
1.3 The headings of these terms and conditions shall not affect their construction or interpretation.
2. Basis of Contract
2.1 These terms and conditions shall govern the use of the Web Site to the exclusion of any other terms and conditions,except the Select Services terms and conditions which are applicable to You.
2.2 These terms and conditions supersede all terms and conditions and shall replace any terms and conditions previously notified to You.
2.3 No variation to these terms and conditions shall be binding on Us unless agreed in writing between You and one of Our directors.
2.4 No oral warranties or representations shall bind Us.
2.5 You acknowledge that You do not rely on any representation and/or warranty that has not been made in accordance with these terms and conditions.
2.6 We may modify these terms and conditions at any time. Your continued use of the Web Site shall be deemed to be Your acceptance of any modification which will apply to any subsequent orders placed by You.
3. Becoming a Registered User and Your obligations.
3.1 You may only apply to be a Registered User, which allows you to submit Posts, if you are 18 years of age or over.
3.2 You may not apply to have more than one Registered User account at one time.
3.3 We are under no obligation to accept your application to become a Registered User.
3.4 You shall be responsible for the accuracy of the information You provide to Us for application and registration purposes and for giving Us any information necessary for Us to assess fully Your application to become a Registered User. You shall provide to Us all information and documentation that We request from time to time in order to substantiate statements You make during the application and registration process and afterwards.
3.5 We may search Your records at one or more credit reference agencies. The credit reference agencies will supply Us with credit information and they may add details of this search to Your record whether or not the application proceeds. Other organisations that make searches will be able to see this.
3.6 If We accept Your application to become a Registered User and/or a Select Customer We shall issue You with an account which is accessed using a user name and password, personal and confidential to You, which must not be disclosed to and/or shared with any other person except Us.
3.7 You are solely responsible for the use of Your account, user name and password and should keep them confidential. Use of the Web Site using Your account, user name and/or password is deemed to be use of the Web Site by You, unless or until You inform Us of the loss, theft or use by a third party of the account, user name/or password.
3.8 If You know or suspect that Your user name and/or password has been lost or stolen or that Your account, user name and/or password has been used by someone else, You must inform Us immediately to allow Us to cancel the user name and/or password. We will issue You with a replacement name and password.
3.9 As part of Your account, We shall issue You with a web-based email account for You to send and receive emails relating to Goods and services. You shall not use Your email account to send and/or receive content which is Prohibited or to send junk mail, spam or chain emails.
3.10 We may terminate Your account immediately by written notice if:
3.10.1 You breach any of these terms and conditions;
3.10.2 You cease or threaten to cease to carry on business, are declared or become insolvent or bankrupt, have a moratorium declared in respect of any of Your indebtedness, enter into administration, receivership, administrative receivership or liquidation or threaten to do any of these things, take or suffer any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application or the giving of any notice) by You or by any other person in respect of any of these circumstances;
3.10.3 in Our sole opinion You become unsuitable to be a Registered User and/or Select Customer; and/or
3.10.4 You appear reasonably to Us to be about to suffer any of the above events in clauses 3.10.1 - 3.10.3.
3.11 We may suspend or terminate Your account at any time by giving You 24 hours written notice.
3.12 If We terminate Your account You shall no longer be a Registered User and, if relevant, a Select Customer.
3.13 We shall inform You via the Web Site of the benefits and limitations which You are entitled to receive as a Registered User and a Select Customer and You shall comply with these. Select Customers are entitled to receive more benefits than Registered Users and therefore You should check this information regularly to ensure that You are complying with limitations imposed upon You.
4.1 You may only post information on the Web Site if you are a Registered User.
4.2 You are entirely responsible for the form and content of the Posts.
4.3 You represent, warrant and undertake that the information that You post on the Web Site or provide to Us to post on the Web Site (including but not limited to Posts):
4.3.1 is true, accurate, current, complete and not fraudulent and that You shall amend it where necessary to keep it at all times true, accurate, current, complete and not fraudulent;
4.3.2 complies with all relevant legal requirements and codes of practice, including but not limited to those relating to advertising;
4.3.3 does not contain or advertise for sale anything which is prohibited, defamatory, profane, pornographic, illicit, illegal, contrary to public decency or law and order or which infringes, or is likely to infringe, the rights of third parties, which causes annoyance or unnecessary anxiety or which contains a virus; and
4.3.4 does not encourage unlawful behaviour, is not aimed at children under 18 years of age and does not encourage minors to buy products which it is illegal for them to purchase.
4.4 You acknowledge that the reputation of the Web Site is reliant on content posted by its users and You agree not to do anything which harms and/or intends to harm Our reputation and/or that of the Web Site.
4.5 The majority of content on the Web Site is not written by Us, but is either posted by Registered Users or is in the form of information and articles provided to Us by other third parties, for example in the “Experts” section of the Web Site. We have no Liability for any content provided directly to the Web Site and/or which has not been written by Us, including but not limited to its truthfulness, accuracy, lawfulness and identification of the person posting it. You should not rely solely on information, including articles, on the Web Site but should take reasonable precautions in relation to Your use of it.
4.6 Before any content is posted on the Web Site, We may check the content and it is entirely in Our discretion as to whether or not We allow such content to be posted on the Web Site. Allowing the posting does not in any way mean that We endorse or approve such content and does not in any way diminish the exclusion of liability set out in clause 4.5.
5. Transacting with other Registered Users
5.1 Unless We have informed You otherwise in relation to certain Goods: We operate this Web Site to allow Registered Users to exchange information about Goods; We do not represent Registered Users or act as an agent or distributor for Registered Users; and We are not paid a commission by Registered Users for any sales or purchases of Goods.
5.2 Unless We have informed You otherwise in relation to certain Goods, We do not enter into contracts for the sale and purchase of Goods advertised on the Web Site and such contracts are formed independently between the buyer and the seller.
5.3 We do not have any control over and We do not accept any Liability for information provided by Registered Users on the Web Site or for the Goods sold and purchased.
5.4 You accept that You enter into contracts with other Registered Users for the sale and/or purchase of Goods in accordance with usual contractual and other legal principles and that We have no Liability in relation to these contracts.
5.5 We may from time to time act as a Registered User Ourselves, either to sell Our Goods or Goods of third parties. If this is the case, We shall inform you of this before forming a contract for the sale and purchase of these Goods and We shall agree contractual terms for the sale and purchase of these Goods with You.
6. Your general obligations
6.1 You represent, warrant and undertake that You shall not:
6.1.1 use the Web Site to make fraudulent offers of Goods or sell or attempt to sell counterfeit or stolen items or items whose sales and/or marketing is prohibited by law applicable in the jurisdiction you are doing or attempting to do these things, or otherwise promote other illegal activities;
6.1.2 defraud other users of the Web Site;
6.1.3 impersonate any person or entity, misrepresent Yourself or Your affiliation with any person or entity;
6.1.4 have any involvement whatsoever with anything which is Prohibited;
6.1.5 use the Web Site to advertise items which are Prohibited Items;
6.2 You shall provide to Us immediately upon Our request all information that We request to substantiate statements and claims You make in relation to Goods that You offer for sale. If You use the Web Site to make offers of Goods which are subject to any regulatory and/or other controls and/or codes of practice whatsoever anywhere in the world, You shall provide to Us immediately upon our request all information that We request in relation to such Goods, including documentation to satisfy regulators and agencies that such Goods are compliant with relevant controls and codes of practice. Typical examples of such Goods and regulatory controls, include Goods with “CE Marking” and the regulation of healthcare products and their sale in the United Kingdom by the Medicines and Healthcare products Regulatory Agency and Royal Pharmaceutical Society of Great Britain. These examples are illustrative and without limitation.
6.3 You shall indemnify and keep indemnified Us against any and all losses, claims, actions, damages, costs (including legal costs on a full indemnity basis), expenses and any other losses and/or liabilities which We may suffer as a result of Your breach of clauses 4.3, 6.1 and/or 8.2.
6.4 We, in our absolute discretion, reserve the right to withdraw any particular Post which We consider to be unsuitable.
6.5 We shall have no Liability if a Post fails to operate properly on the Web Site.
7. Select Services
7.1 You may become a Registered User without payment of a fee to Us, but Select Services are subject to a fee or fees and are available only to Select Customers. Fees are paid in advance, annually and are not refundable, either in part or in whole, if the agreement to provide Select Services is terminated partway through a year. Other terms and conditions governing Select Services are available from Us on request. Please contact Us if you wish to become a Select Customer.
7.2 We may amend the list of and contents of Select Services from time to time, without prior notice.
7.3 We are under no obligation to accept your application to become a Select Customer.
8. Intellectual Property
8.1 You grant to:
8.1.1 Us; and
8.1.2 all third parties with rights in the Web Site to whom it is necessary to give this licence to allow Us to display Your Posts; an irrevocable, royalty-free, sublicensable, perpetual, worldwide licence to use, reproduce and display all and any information (including but not limited to Posts) You have provided to Us in relation to the Web Site and to refer to You in publicity relating to the Web Site.
8.2 You represent, warrant and undertake that You have obtained all necessary third party consents and licences to use all and any Intellectual Property Rights to enable You lawfully and without infringing the rights of a third party to provide Us with information (including but not limited to Posts), manufacture, offer, advertise (whether on the Web Site or elsewhere), sell, import, export and distribute the Goods and that such manufacture, offer, sale, importation, export and/or distribution of those products does not infringe the rights of any third party.
9. Co-operation with Authorities
9.1 We may co-operate with government and regulatory authorities and third party claimants anywhere in the world in any investigation and/or legal proceedings, including but not limiting to disclosing information provided by You to Us and disclosing Your identity.
9.2 We exclude all Liability to You for any action We take under clause 9.1.
10. Our Liability
10.1 We shall have no Liability to You for any:
10.1.1 expenses, loss of profits and/or damage to goodwill;
10.1.2 pure economic and/or other similar losses;
10.1.3 special damages;
10.1.4 aggravated, punitive and/or exemplary damages;
10.1.5 loss of communications;
10.1.6 loss of and loss of use of and/or corruption of data;
10.1.7 loss of and loss of use of software;
10.1.8 business interruption, loss of business, loss of contracts, loss of opportunity and/or production; and/or
10.1.9 consquential losses and/or indirect losses.
10.2 You shall give Us a reasonable opportunity to remedy any matter for which We are liable before You incur any costs and/or expenses in remedying the matter Yourself. If You do not do so, We shall have no Liability to You in relation to such matter.
10.3 You shall produce to Us written evidence of any claims for which it is alleged that We have Liability together with written details of how that Liability was caused by Us and the steps You have taken to mitigate the loss before We shall have any Liability for Your claim.
10.4 You shall be under a duty to mitigate any loss, damage, costs or expenses that You may suffer.
10.5 Our total Liability to You in relation to any claim or series of linked claims shall not exceed in any relevant 12 month period 100% of the amount paid by You to Us under these terms and conditions in the same relevant 12 month period or $100 which ever is the greater amount. For the purposes of this clause relevant 12 month period means the 12 months immediately prior to the first act and/or omission giving rise to the Liability.
10.6 Each of the limitations and/or exclusions in this Agreement shall be deemed to be repeated and apply as a separate provision for each of:
10.6.1 Liability in contract (including fundamental breach);
10.6.2 Liability in tort (including negligence);
10.6.3 Liability for breach of statutory duty; and
10.6.4 Liability for breach of Common Law and/or under any other legal basis; except that clause 10.5 above placing financial caps on Our Liability shall apply once in respect of all of the said types of Liability.
10.7 Nothing in these terms and conditions shall exclude or limit Our Liability for death or personal injury due to Our negligence or any Liability which is due to Our fraud or any other liability which We are not permitted to exclude or limit as a matter of law.
10.8 All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.
10.9 Nothing in these terms and conditions shall exclude or limit any statutory rights which cannot be excluded or limited due to You acting as a consumer. Any provision which would be void under any consumer protection legislation or other legislation shall to that extent, have no force or effect.
10.10 The limitations in these terms and conditions are necessary in order to allow Us to provide services offered by the Web Site at the current prices. If You require greater protection then We will agree to modify the limitations and extend its guarantees in return for the payment of a higher price for Our services.
10.11 We are only providing the Web Site and its contents on an “as is” basis and We make no (and expressly disclaim all) representations and/or warranties of any kind with respect to the Web Site or its contents including without limitation fitness for a particular purpose.
10.12 We make no warranties as to the availability of the Web Site.
11.1 No waiver by Us of any breach of these terms and conditions shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
11.2 The invalidity, illegality or unenforceability of any of the provisions of these terms and conditions shall not affect the validity, legality or enforceability of the remaining provisions of these terms and conditions.
11.3 We shall not be liable for any delay or failure in performing Our obligations under these terms and conditions as a result of reasons beyond Our reasonable control, including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions, power failures or outages, disruptions to communications and any other similar events.
11.4 You shall not assign Your interest in the agreement governed by these terms and conditions (or any part) without Our written consent. We may assign the benefit and burden of Our interest in the agreement governed by these terms and conditions (or any part).
11.5 None of these terms and conditions shall be enforceable by any person who is not a party to it.
11.6 Any notice under these terms and conditions shall be in writing (including by email) and shall be deemed to have been duly given to:
11.6.1 Us at the address, facsimile number or electronic mail address set out on the Web Site;
11.6.2 You at the address, facsimile number or electronic mail address You provided to Us on Your application to be a Registered User; or such other address as the party whose address it is may notify the other party from time to time in writing. Any notice or other communication shall be deemed to be given to and received by the addressee:
11.6.3 at the time the same is left at the address of or handed to a representative of the party to be service if on a Working Day, and if not on the next Working Day;
11.6.4 by post on the fifth Working Day following the date of posting;
11.6.5 in the case of a facsimile transmission or other means of telecommunication on the following Working Day; and
11.6.6 by electronic mail on the next Working Day.
11.7 These terms and conditions may be translated or drawn up in different language versions. In the event of any conflict between the different language versions the parties agree that the English language version shall prevail.
11.8 These terms and conditions are governed by and interpreted in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.
means the goods advertised by Sellers on the Web Site;
“Intellectual Property Rights”
means copyright, trade mark (registered and/or unregistered), database right, design right (registered and/or unregistered), know how, patent, confidential information or other industrial or intellectual property right subsisting anywhere in the world whether in existence now or in the future;
means actions, awards, costs, claims, damages, losses (including without limitation any direct or indirect consequential losses), demands, expenses, loss of profits, loss of reputation, judgments, penalties and proceedings and any other losses and/or liabilities;
means information posted on the Web Site by Registered Users;
means anything prohibited by law within the United Kingdom and the territory where You operate including but not limited to anything which is adult, extremist, prohibited by law, defamatory, degrading, discriminatory base on race, nationality, sex, religion, disability, age and/or sexual orientation, in bad taste, obscene, pornographic, violent, related to bomb-making or hate-mongering, infringing of third party intellectual property rights, infected by a virus or other destructive device or code, contains spyware and/or peer-to-peer technology or relates to illegal substances or child pornography, piracy and/or hacking;
means the items listed under “Prohibited Items” on this Web Site;
means persons whose application to become a registered user in accordance with clause 3 has been accepted by us;
means a Registered User who has been accepted by Us to receive the Select Services;
means specific enhanced services available from Us relating to the Web Site;
“We”, ”Us”, “Our”
means the web site accessible from the URL www.relaxit.org.uk;
“Web Site Disclaimers”
means the web site disclaimers relating to the Web Site and accessible from the Web Site;
means any day which is not a Saturday, Sunday or bank or public holiday in England; and
“You”, ”Your”, “Yours”
means the person accessing the Web Site.