The Supplier may change these terms from time to
time. Please check them before making purchases.
| 1 |
Interpretation |
| 1.1 |
In these Conditions the following terms shall
have the following meanings: - |
| “Cash
Back” |
the system under
which a Customer receives cash back against
Transactions made on Third Party Websites
(as defined in "Mall" below) if
such Transactions are made via a Fruutz
enabled Mall in a Mall Partner Webpage |
| “Conditions” |
the terms of
supply set out in this document and any
applicable supplemental terms of the Supplier |
| “Contract” |
the contract
for the supply of the Fruutz Services by
the Supplier to the Customer |
| “Consumer” |
any person who
is purchasing outside the course of his
or her business or trade |
| “Customer” |
any person who
registers for the Fruutz Services to be
supplied by the Supplier |
| “Fruutz
Services” |
the services
under which a Customer may collect Cash
Back each time it makes a purchase from
a Third Party Website from a Mall on a Mall
Partner Webpage |
| “IPRs”
|
Intellectual
property rights, including, without limitation,
copyright, trade marks (whether registered
or unregistered) and other similar rights |
| “Mall”
|
those companies'
websites and/or weblinks on a Mall Partner
Website ("Third Party Websites")
which are identified as forming part of
the 'mall' |
| “Mall
Partner Webpage” |
a webpage denoted
as under the url www.affinityshopper.com
and/or www.fruutz.com/ on the Website which
contains a Mall together with any other
webpage or url that the Supplier may choose
for the Customer from the Supplier's Website
or any other website |
| “Pay” |
in respect of
clause 4 of these Conditions and the redemption
of Cash Back, the system by which the Supplier
makes sums available to the Customer in
accordance with the provisions of clause
4; references in clause 4 to "Paid",
"Payment" and "Payable"
shall be construed accordingly |
| “Supplier” |
Affinity Planet
Limited a company incorporated in England
& Wales under registered number 5587602 |
| “Tickets”
|
an electronic
ticketed communication, contained within
Affinity Shopper, that enables tracked communication
between the Customer and the Supplier |
| “Transactions”
|
A contract concluded
by the Customer to buy a product or service
supplied on any Third Party Website |
| “Website”
|
www.affinityshopper.com
and/or www.fruutz.com |
|
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| 2 |
Basis of Contract |
| 2.1 |
The Supplier shall supply the Fruutz Services
to the Customer in accordance with these Conditions.
The Fruutz Services are only supplied to those
Customers who have a valid United Kingdom bank
account. The Customer warrants that it holds a
valid United Kingdom bank account. |
| 2.2 |
If the Customer is a natural person he or she
must be at least 18 years of age or, if the Customer
is under the age of 18, the Customer's parent
or legal guardian must have consented to the entering
of the Contract. |
| 2.3 |
These Conditions are the only terms and conditions
on which the Supplier is prepared to deal with
the Customer in respect of the Fruutz Services
and shall apply to the exclusion of any other
express conditions. No variation or addition to
these Conditions shall be binding upon the Supplier
unless agreed in writing between the Supplier
and the Customer. |
| 2.4 |
Subject to any variation in accordance with
clause 2.3, these Conditions embody the entire
understanding of the parties and override any
prior promises, undertakings or representations. |
| 2.5 |
The Supplier shall only be bound to supply the
Fruutz Services when email confirmation of the
order has been given to the Customer by the Supplier. |
| 2.6 |
Any omission or error in any sales literature,
web page or site, price list, order acknowledgement,
despatch note, invoice or other document issued
by the Supplier may be corrected by the Supplier
without liability. |
| 2.7 |
Once the Contract has been formed with the Customer,
the Supplier will file it in electronic or paper
copy for the Supplier's records. |
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| 3 |
Customer obligations |
| 3.1 |
The Customer warrants that the information it
gives about itself are accurate. The Customer
shall notify the Supplier immediately of any changes
in the information by updating such information
on the Supplier's Website. |
| 3.2 |
For the avoidance of doubt, the Supplier shall
not be responsible for any products, goods or
services purchased from any Third party Website
or for the performance of any Transactions. |
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|
| 4 |
Payments to the Customer |
| 4.1 |
The Customer shall be awarded Cash Back in respect
of all Transactions made by the Customer on a
Third Party Website. The redemption amount in
respect of Cash Back will be as communicated to
the Customer by the Supplier. |
| 4.2 |
The Customer may redeem the Cash Back in accordance
with the following: - |
| 4.2.1 |
the Customer may, subject to clause 4.2.2, draw
down accumulated Cash Back [within 60 days from]
when the Supplier has received payment from the
representative of each company from whom the Customer
made Transactions with]; |
| 4.2.2 |
Sums can only be drawn down once the Customer
has accrued Cash Back of a redeemable value of
more £25 or more. Once £25 or more
is available and cleared in accordance with clause
4.2.1 then the Customer may, subject to the amounts
accrued, draw down any of that sum as he or she
wishes. Any monies left in do not accrue interest. |
| 4.3 |
The Supplier will create the invoice for the
sums redeemable from the Cash Back on behalf of
the Customer. VAT (if applicable) is added to
the Fees. |
| 4.4 |
Payment of the sums redeemable from the Cash
Back to the Customer will be made direct to the
bank account which the Customer nominates when
applying to enter into the Contract. |
| 4.5 |
The Supplier uses Cookies in order to track
transactions initiated from the Mall. If the Customer
does not activate or deactivates cookies on his
or her browser, then such tracking cannot take
place and the Supplier will be unable to supply
those parts of the Fruutz Services. The Supplier
shall not be liable for such inability to access
those parts of the Fruutz Services. |
| 4.6 |
The Supplier may be informed by the Third Party
Websites that some transactions for which the
Customer had initially generated Traffic did not
complete. When this happens, the Third party Websites
will inform the Supplier that the monies paid
in respect of these transactions may be clawed
back. To the extent that this happens, the Supplier
will notify the Customer and will take the relevant
amounts from the next Fees available for draw
down in accordance with clause 4.2. |
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| 5 |
Warranties |
| 5.1 |
The Supplier warrants to the Customer that it
will perform the Fruutz Services with reasonable
care and skill. |
| 5.2 |
In the event of any breach of the warranty referred
to at clause 6.1 the Supplier shall re-perform
the Fruutz Services. |
| 5.3 |
If you are not a Consumer, save for the warranty
given above, all warranties, whether implied or
otherwise are expressly excluded to the fullest
extent permissible by law. |
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| 6 |
Termination |
| 6.1 |
Either party may terminate the Contract by giving
to the other not less than one month’s notice
in writing to the other. |
| 6.2 |
The Supplier may terminate the Contract a forthwith
by notice in writing to the Customer if the Customer:
- |
| 6.2.1 |
commits a breach of the Contract provided that
if the breach is capable of remedy (being actual
remedy as opposed to remedy by payment of damages
or compensation) the notice shall only be given
if the Customer shall not have remedied the same
within 30 days of having been given notice in
writing specifying the breach and requiring it
to be remedied; or |
| 6.2.2 |
being a business, has a winding up petition
presented against it and does not make an application
to set aside the same within 7 days or goes into
liquidation whether compulsorily or voluntarily
(unless as part of a bona fide scheme for amalgamation
or reconstruction first approved in writing by
the Supplier), becomes subject to an administration
order or has an administrator appointed, has a
receiver or administrative receiver appointed
over or encumbrancer take possession of the whole
or any part of its assets, compounds with its
creditors or any class of the same, ceases to
carry on its business or threatens to cease the
same or becomes unable to pay its debts within
the meaning of s.123 of the Insolvency Act 1986;
or |
| 6.2.3 |
being an individual, has a bankruptcy order
made against him or, being a partnership, has
a bankruptcy order made against any of the partners
or a notice served by a partner for the dissolution
of the partnership; |
| 6.2.4 |
has any content on the Customer Webpage which
the Supplier considers, in its sole discretion,
to be inappropriate; |
| 6.2.5 |
has breached or is alleged to have breached
the IPRs of any company which is the proprietor
of a Third Party Website. |
| 6.3 |
For the purposes of clause 6.2.1, the provisions
of clauses 6.2.2 to 6.2.5 shall be considered
not capable of remedy. |
| 6.4 |
Termination of the Contract for any reason shall
not affect any accrued rights or liabilities of
either party nor shall it affect the coming into
or continuance in force of any provision of the
Contract which is expressly or by implication
intended to come into or continue in force on
or after such termination. |
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| 7 |
Limitation of Liability |
| 7.1 |
The Supplier shall accept liability to the Customer
for any loss of or damage to any property or injury
to or death of person caused by any negligent
act or omission or wilful misconduct of the Supplier,
its employees, agents or sub-contractors. |
| 7.2 |
Except for the type of liability referred to
at clause 7.1 and except for any other matters
for which the Supplier’s liability may not
by law be restricted or excluded, the Supplier’s
total liability in respect of any contractual
breach or representation, statement or tortious
act or omission arising under or in connection
with the Contract (a “Default”) shall
not exceed the total sums paid by the Supplier
to the Customer in accordance with clause 4. |
| 7.3 |
Notwithstanding anything else contained in these
Conditions (and without limiting the Supplier’s
liability in respect of injury to or death of
any person caused by any negligent act or omission
or wilful misconduct of the Supplier, its employees
or sub-contractors), the Supplier shall not be
liable to the Customer for: - |
| 7.3.1 |
any losses which are not foreseeable by both
parties when the Contact is formed arising in
connection with the supply of the Services or
their use by the Customer; |
| 7.3.2 |
any losses which are not caused by any breach
by the Supplier; |
| 7.3.3 |
business or trade losses (including, without
limitation, loss of profits and consequential
losses such as loss of business and loss of goodwill). |
| 7.4 |
The Supplier shall not be liable to the Customer
for any loss arising out of any failure by the
Customer to comply with its obligations under
the Contract or resulting from the Customer’s
failure to keep restorable back-up and/or security
copies of data. |
| 7.5 |
Further, the Supplier shall not be liable for
any loss occasioned by the breach by any companies
whose Third Party Websites and/or links form part
of the Mall, of any of their obligations in respect
of their inclusion in the Mall. |
| 7.6 |
If a number of Defaults give rise to substantially
the same loss then they shall be regarded as the
same Default for the purpose of calculating the
Supplier's maximum liability pursuant to clause
7.2. |
| 7.7 |
The Customer shall afford the Supplier not less
than 30 days (following notification by the Customer)
in which (if remediable) to remedy any Default. |
| 7.8 |
Nothing in this clause 7 shall confer any right
or remedy upon the Customer to which it would
not otherwise be legally entitled. |
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| 8 |
Delay or failure to perform |
| |
The Supplier shall not be liable to the Customer
if it is prevented or delayed in the performing
of any of its obligations to the Customer if this
is due to any cause beyond the Supplier's reasonable
control including (without limitation): an act
of God, explosion, flood, fire or accident; war
or civil disturbance; strike, industrial action
or stoppages of work; any form of government intervention;
a third party act or omission; failure by the
Customer to give the Supplier correct information;
failure of telecommunications systems, including
the Internet and phone lines; failure of Third
Party Websites. |
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| 9 |
Notices |
| |
Notices or other documents to be given under
these Conditions shall be in writing (including,
without limitation, by way of email format or
'Tickets', as 'Tickets' are defined in clause
1.1) and (save in respect of emails and Tickets)
delivered by hand or sent by registered post or
facsimile to the party concerned. Any such notice
or other document shall be deemed to have been
received by the addressee if delivered, upon delivery
(including delivery to the relevant server in
the case of emails); if posted, on the second
working day following the date of posting; and
if sent by facsimile, when the communication is
transmitted to the recipient’s fax number
provided that a copy of the communication is sent
by registered post or delivered by hand as soon
as practicable thereafter. |
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| 10 |
The Customer's Statutory Rights |
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If the Customer is a Consumer, there are certain
terms implied into the Customer's Contract which
the Supplier cannot exclude or limit. For example,
under the Sale of Goods and Supply of Services
Act 1983 (as amended) the Supplier must ensure
that the Services are of satisfactory quality.
Nothing in this Contract affects these statutory
rights. |
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| 11 |
The Supplier's Privacy Policy
and Conditions of Use |
| |
By entering into the Contract, the Customer
agrees to be bound by the Supplier's Privacy Policy
and Conditions of Use. |
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| 12 |
General |
| 12.1 |
The Supplier may freely assign, sub-contract
or otherwise transfer in whole or in part the
Contract PROVIDED THAT the quality of the Services
supplied to the Customer is not affected. The
Customer may not however do so without the Supplier's
written agreement. |
| 12.2 |
No waiver by the Supplier of any breach of these
Conditions by the Customer shall be considered
as a waiver of any subsequent breach of the same
or any other provision. Any waiver must be in
writing to be effective. |
| 12.3 |
Nothing in this Contract shall create or be
deemed to create, a partnership, or relationship
of joint venturers or employer and employee between
the Customer and the Supplier. |
| 12.4 |
The Customer is responsible for the payment
of all tax and national insurance payable on any
sums paid to him by the Supplier. |
| 12.5 |
If any provision of these Conditions is held
by any competent authority to be invalid or unenforceable
in whole or in part the validity of the other
provisions of these Conditions and the remainder
of the provision in question shall not be affected
thereby. |
| 12.6 |
The provisions of the Contracts (Rights of Third
Parties) Act 1999 are expressly excluded from
the Contract so that no third party may claim
any rights under this contract. |
| 12.7 |
The Contract is governed by the laws of England
and the English courts shall have exclusive jurisdiction
to resolve any disputes arising as a result of
or in connection with it. |
