Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE

Who we are and how to contact us

http://cubbies.co  is a site operated by Cubbies Ltd ("We"). We are registered in England and Wales under company number 08719429 and have our registered office at 414-416 Blackpool Road, Ashton-On-Ribble, Preston, Lancs, PR2 2DX. Our main trading address is Enterprise Centre, Lytham Rd., Blackpool, Lancashire, FY4 1EW. Our VAT number is GB176638077.

We are a limited company.

To contact us, please email [email protected] or telephone our customer service line.

By using our site you accept these terms

By using our site, you confirm that you accept these terms of use and that you agree to comply with them.

If you do not agree to these terms, you must not use our site.

We recommend that you print a copy of these terms for future reference.

There are other terms that may apply to you

These terms of use refer to the following additional terms, which also apply to your use of our site:

• Our Privacy Policy. See further under 'How we may use your personal information'.
• Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.
• Our Cookie Policy, which sets out information about the cookies on our site.

If you purchase goods from our site, our Terms and conditions of supply will apply to the sales.

We may make changes to these terms

We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated in May 2018, when we changed our policies to comply with the GDPR.

We may make changes to our site

We may update and change our site from time to time to reflect changes to our products, our users' needs and our business priorities.

We may suspend or withdraw our site

Our site is made available free of charge.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Our site is only for users in the UK

Our site is directed to people residing in the United Kingdom. We do not represent that content available on or through our site is appropriate for use or available in other locations.

You must keep your account details safe

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at [email protected] .

How you may use material on our site

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it.  Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Do not rely on information on this site

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

We are not responsible for websites we link to

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

User-generated content is not approved by us

This website may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

If you wish to complain about information and materials uploaded by other users please contact us.

Our responsibility for loss or damage suffered by you

Whether you are a consumer or a business user:

• We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
• Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our Terms and conditions of supply.

If you are a business user:

• We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
• We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
• use of, or inability to use, our site; or
• use of or reliance on any content displayed on our site.
• In particular, we will not be liable for:
• loss of profits, sales, business, or revenue;
• business interruption;
• loss of anticipated savings;
• loss of business opportunity, goodwill or reputation; or
• any indirect or consequential loss or damage.

If you are a consumer user:

• Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
• If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation.

How we may use your personal information

We will only use your personal information as set out in our Privacy Policy.

Uploading content to our site

Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in Rights you are giving us to use material you upload.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

You are solely responsible for securing and backing up your content.

Rights you are giving us to use material you upload

When you upload or post content to our site, you grant us the following rights to use that content:

• LICENCES GRANTED TO THE WEBSITE OWNER:
  • a perpetual, worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the service provided by the website and across different media and to use the content to promote the site or the service.
• LICENCES GRANTED TO OTHER USERS OF THE SITE OR TO THIRD PARTIES:
  • A worldwide, non-exclusive license to our partners or advertisers to use the content in accordance with the marketing of our products or in relation to the functionality of the site.

We are not responsible for viruses and you must not introduce them

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

Rules about linking to our site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.

If you wish to link to or make any use of content on our site other than that set out above, please contact [email protected]

Which country's laws apply to any disputes?

If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Our trademarks are registered

The following trademarks are the UK registered trademarks of Cubbies Ltd:

You are not permitted to use them without our written approval.

This page, Privacy Policy, Terms of Website Use and Website Acceptable Use Policy tells you information about us and the legal terms and conditions (Terms) on which we sell any of the products (Products) listed on our website (our site) to you.

These Terms will apply to any contract between us for the sale of Products to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Products from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our site.

You should print a copy of these Terms or save them to your computer for future reference.

We amend these Terms from time to time as set out in clause 8. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 18th November 2015.

These Terms and any Contract between us are only in the English language.

1. INFORMATION ABOUT US

We operate the website http://cubbies.co. We are Cubbies Ltd, a company registered in England and Wales under company number 08719429 and with our registered office at 414-416 Blackpool Road, Ashton-on-Ribble, Preston, Lancashire, PR2 2DX. Our main trading address is Enterprise Centre, Lytham Rd, Blackpool, Lancashire, FY4 1EW. Our VAT number is 176638077.

1.1 Contacting us if you are a consumer:

(a) To cancel a Contract in accordance with your legal right to do so as set out in clause 9, you just need to let us know that you have decided to cancel. The easiest way to do this is to complete the cancellation form found below or to email us including all the information the form asks you to include.

(b) A link to the website cancellation form will be included in our Dispatch Confirmation.

(c) Please print the form, complete it and email it to us to [email protected] If you use this method we will e-mail you to confirm we have received your cancellation. You can also contact our Customer Services team by telephone on 01253 476142 or by post to Cubbies Ltd, Enterprise Centre, Lytham Rd, Blackpool, Lancashire, FY4 1EW. If you are emailing us or writing to us, please include details of your order to help us to identify it. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you send us the e-mail or post the letter to us.

(d) If you wish to contact us for any other reason, including because you have any complaints or wish to cancel the contract, you can contact us by telephoning our customer service team at 01253 476142 or by e-mailing us at [email protected].

(e) If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.

1.2 Contacting us if you are a business. You may contact us by telephoning our customer service team at 01253 476142 or by e-mailing us at [email protected]. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 20.3.

2. OUR PRODUCTS

2.1 The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflects the colour of the Products. Your Products may vary slightly from those images.

2.2 Although we have made every effort to be as accurate as possible because our Products are handmade, all sizes, weights, capacities, dimensions and measurements indicated on our site have a 2% tolerance.

2.3 The packaging of the Products may vary from that shown on images on our site.

3. USE OF OUR SITE

Your use of our site is governed by our Terms of website use and Website Acceptable Use Policy. Please take the time to read these, as they include important terms which apply to you.

4. HOW WE USE YOUR PERSONAL INFORMATION

We only use your personal information in accordance with our Privacy Policy. Please take the time to read our Privacy Policy, as it includes important terms which apply to you.

5. IF YOU ARE A CONSUMER

This clause 5 only applies if you are a consumer.

5.1 If you are a consumer, you may only purchase Products from our site if you are at least 18 years old.

6. IF YOU ARE A BUSINESS CUSTOMER

This clause 6 only applies if you are a business.

6.1 If you are not a consumer, you confirm that you have the authority to bind any business on whose behalf you use our site to purchase Products.

6.2 These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supercedes and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

6.3 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.

6.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation based on any statement in this Contract.

7. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

7.1 Our shopping pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.

7.2 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 7.3.

7.3 We will confirm our acceptance to you by sending you an e-mail that confirms that the Products have been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.

7.4 If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because we cannot meet your requested delivery date or because of an error in the price on our site as referred to in clause 13.5, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as possible.

8. OUR RIGHT TO VARY THESE TERMS

8.1 We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.

8.2 Every time you order Products from us, the Terms in force at the time of your order will apply to the Contract between you and us.

8.3 We may revise these Terms as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements.

8.4 If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Products or just the Products you have yet to receive. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will arrange a full refund of the price you have paid, including any delivery charges.

9. YOUR CONSUMER RIGHT OF RETURN AND REFUND

This clause 9 only applies if you are a consumer.

9.1 If you are a consumer, you have a legal right to cancel a Contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 during the period set out below in clause 9.3. This means that during the relevant period if you change your mind or decide for any other reason that you do not want to receive or keep a Product, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your local Citizens’ Advice Bureau or Trading Standards office.

9.2 However, this cancellation right does not apply where the embroidery services that we provide to personalise the Products have been completed, even if the cancellation period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind. We will notify you what that charge will be in every case.

9.3 Your legal right to cancel a Contract starts from the date of the Dispatch Confirmation (the date on which we e-mail you to confirm our acceptance of your order), which is when the Contract between us is formed. Your deadline for cancelling the Contract then depends on what you have ordered and how it is delivered.

9.4 To cancel a Contract, you just need to let us know that you have decided to cancel. The easiest way to do this is to complete the cancellation form below. You can also contact us by post, telephone and email (as explained above). A link to these Terms and the website cancellation form will be included in our Dispatch Confirmation. If you use this method, we will e-mail you to confirm we have received your cancellation. You may use a copy of the form which is attached at the back of these Terms as a schedule.

9.5 If you cancel your Contract we will:

(a) Refund you the price you paid for the Products. However, please note we are permitted by law to reduce your refund to reflect any reduction in the value of the goods if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.

(b) Refund any delivery costs you have paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (provided that this is a common and generally acceptable method). For example, if we offer delivery of a Product within 3-5 days at one cost but you choose to have the Product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

(c) Make any refunds due to you as soon as possible and in any event within the deadlines indicated below:

(i) If you have received the Product and we have not offered to collect it from you: 14 days after the day on which we receive the Product back from you or, if earlier, the day on which you provide us with evidence that you have sent the Product back to us. For information about how to return a Product to us, see clause 9.8;

(ii) If you have not received the Product or you have received it and we have offered to collect it from you: 14 days after you inform us of your decision to cancel the Contract.

9.6 If you have returned the Products to us under this clause 9 because they are faulty or misdescribed, we will refund the price of the Products in full, together with any applicable delivery charges, and any reasonable costs you incur in returning the item to us.

9.7 We will refund you on the credit card or debit card used by you to pay. If you used vouchers to pay for the Product we may refund you in vouchers.

9.8 If a Product has been delivered to you before you decide to cancel your Contract:

(a) Then you must return it to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract. You can either send it back to our Trading Address, unless the Product is faulty or not as described (in this case, see clause 9.6), you will be responsible for the cost of returning the Products to us. If the Product is one which cannot be returned by post, we estimate that if you use the carrier which delivered the Product to you, these costs should not exceed the sums we charged you for delivery. If we have offered to collect the Product from you, we will charge you the direct cost to us of the collection.

9.9 Because you are a consumer, we are under a legal duty to supply Products that are in conformity with this Contract. As a consumer, you have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by your right of return and refund in this clause 9 or anything else in these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

10. DELIVERY

10.1 We will contact you with an estimated delivery date, which will be after the date of the Dispatch Confirmation (the date on which we e-mail you to confirm our acceptance of your order). Occasionally our delivery to you may be affected by an Event outside Our Control. See clause 19 for our responsibilities when this happens.

10.2 If no one is available at your address to take delivery, we will leave you a note that the Products have been returned to our premises, in which case, please contact us to rearrange delivery.

10.3 Delivery of an Order shall be completed when we deliver the Products to the address you gave us or you or a carrier organised by you collect them from us and the Products will be your responsibility from that time.

10.4 You own the Products once we have received payment in full, including all applicable delivery charges.

This clause 10.5 only applies if you are a consumer.

10.5 If we miss the agreed delivery deadline for any Products then you may cancel your Order straight away if any of the following apply:

(a) We have refused to deliver the Products;

(b) Delivery within the delivery deadline was essential (taking into account all the relevant circumstances), or

(c) You told us before we accepted your order that delivery within the delivery deadline was essential.

10.6 If you do not wish to cancel your order straight away, or do not have the right to do so under clause 10.5, you can give us a new deadline for delivery, which must be reasonable, and you can cancel your Order if we do not meet the new deadline.

10.7 If you do choose to cancel your Order for late delivery under clause 10.6 or clause 10.7, you can do so for just some of the Products or all of them unless splitting them up would significantly reduce their value. If the Products have been delivered to you, you will have to return them to us or allow us to collect them, and we will pay the costs of this. After you cancel your Order we will refund any sums you have paid to us for the cancelled Products and their delivery.

11. INTERNATIONAL DELIVERY

11.1 Please note that if you are purchasing our Products not via this website but rather via the Website of our Authorised Distributor, you need to contact them.

11.2 We will deliver to most countries (International Delivery Destinations). However there are customs restrictions on some Products for certain International Delivery Destinations, so please review information within your own country before ordering Products.

11.3 If you order Products from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.

11.4 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

11.5 You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.

12. PRICE OF PRODUCTS AND DELIVERY CHARGES

12.1 The prices of the Products will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However please see clause 13.5 for what happens if we discover an error in the price of Product(s) you ordered.

12.2 Prices for our Products may change from time to time, but changes will not affect any order you have already placed.

12.3 The price of a Product includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay unless you have already paid for the Products in full before the change in VAT takes effect.

12.4 The price of a Product does not include delivery charges. Our delivery charges are as advised to you during the check-out process before you confirm your order. Our site contains a large number of Products. It is always possible that, despite our best efforts, some of the Products on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

(a) Where the Product’s correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Products to you; and

(b) If the Product’s correct price is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Product and refund you any sums you have paid.

13. HOW TO PAY

13.1 You can pay for Products using a debit card, credit card or through PayPal. Our online payment system will confirm if your cards are acceptable.

13.2 Klarna

 

In cooperation with Klarna Bank AB (publ), Sveavägen 46, 111 34 Stockholm, Sweden, we offer you the following payment options. Payment is to be made to Klarna:

 

• Pay in 3
• Pay Later

 

Further information and Klarna’s user terms you can find here. General information on Klarna can be found here. Your personal data is handled in accordance with applicable data protection law and in accordance with the information in Klarnas privacy statement.

13.3 Payment for the Products and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your order.

14. OUR LIABILITY IF YOU ARE A BUSINESS

This clause 17 only applies if you are a business customer.

14.1 We only supply the Products for internal use by your business, and you agree not to use the Product for any resale purposes.

14.2 Nothing in these Terms limits or excludes our liability for:

(a) Death or personal injury caused by our negligence;

(b) Fraud or fraudulent misrepresentation;

(c) Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

(d) Defective products under the Consumer Protection Act 1987.

14.3 Subject to clause 17.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) Any loss of profits, sales, business, or revenue;

(b) Loss or corruption of data, information or software;

(c) Loss of business opportunity;

(d) Loss of anticipated savings;

(e) Loss of goodwill; or

(f) Any indirect or consequential loss.

14.4 Subject to clause 17.2, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Products.

14.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.

15. OUR LIABILITY IF YOU ARE A CONSUMER

This clause 18 only applies if you are a consumer.

15.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract.

15.2 We only supply the Products for domestic and private use. You agree not to use the product for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

15.3 We do not in any way exclude or limit our liability for:

(a) Death or personal injury caused by our negligence;

(b) Fraud or fraudulent misrepresentation;

(c) Any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);

(d) Any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and

(e) Defective products under the Consumer Protection Act 1987.

16. EVENTS OUTSIDE OUR CONTROL

16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event outside Our Control. An Event outside Our Control is defined below in clause 19.2.

16.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

16.3 If an Event outside Our Control takes place that affects the performance of our obligations under a Contract:

(a) We will contact you as soon as reasonably possible to notify you, and

(b) Our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event outside Our Control. Where the Event outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event outside Our Control is over.

16.4 You may cancel a Contract affected by an Event outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.

17. COMMUNICATIONS BETWEEN US

17.1 When we refer, in these Terms, to “in writing”, this will include e-mail.

17.2 If you are a consumer you may contact us as described in clause 1.2.

17.3 If you are a business:

(a) Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.

(c) In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

(d) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

18. OTHER IMPORTANT TERMS

18.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you in writing or by posting on this web page if this happens.

18.2 This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

18.3 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

18.4 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

18.5 If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the purchase of Products through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.

18.6 If you are a business, a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

18.7 If you are a business, we both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).

Schedule MODEL CANCELLATION FORM

(Complete and return this form only if you wish to withdraw from the contract)

To Cubbies Ltd of Enterprise Centre, Lytham Rd, Blackpool, Lancashire, FY4 1EW.

I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],

Ordered on [*]/received on [*],

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper),

Date

[*] Delete as appropriate

Cubbies Ltd – SUPPLY OF GOODS AGREEMENT

 

Supplier: Cubbies Ltd, Registered number 08719429

Company registered office: 414-416 Blackpool Road, Ashton-on-Ribble, Preston, Lancashire, PR2 2DX.

Postal Address/Main trading address: Jubilee House, East Beach, Lytham St Anne’s, FY8 5FT

Supplier's VAT number: GB176638077.

Dispatch Location: Redditch, Birmingham

 

CONDITIONS

1. INTERPRETATION

1.1 Definitions:

Authorised Distributor: A business duly authorised and licensed by Cubbies Ltd to distribute Blank Cubbies ® Goods to other businesses and to Authorised Retailers.

Authorised Retailer: A business duly authorised and licensed by Cubbies Ltd to sell embroidered Cubbies ® Goods to Consumers.

Blank Goods: those that had not been embroidered upon.

Business Day:  a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Commencement Date:  the date the Contract commences, as set out in the Contract Details.

Conditions:  these terms and conditions set out in clause 1 to clause 16 (inclusive).

Contract:  the contract between the Supplier and the Customer for the sale and purchase of the Goods.

Delivery Date:  the date specified for delivery in accordance with clause 5.

Delivery Location:  the address for delivery of the Goods, as set out in the Contract Details.

Force Majeure Event:  events, circumstances or causes beyond a party's reasonable control.

Goods:  the goods (or any part of them), as set out in the Contract Details.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Mandatory Conditions:  the Supplier's mandatory conditions for contracts with its Authorised Retailers set out in Schedule 2, as amended by notification to the Supplier from time to time.

Minimum Quantity:  the minimum quantity of Goods for the period set out in the Contract Details and/or clause 3.

Order: the Customer's order for the goods, as set out in the Customer's written acceptance of the Supplier's quotation.

Price:  the price for the goods, as set out in the Contract.

 

1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(b) any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(c) A reference to writing or written includes emails.

2. COMMENCEMENT AND TERM

This Contract shall commence on the Commencement Date and shall continue unless terminated earlier in accordance with its terms.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Goods are and shall remain the sole property of the Supplier.

3.2 The Supplier shall retain the property and copyright in all documents supplied to the Customer in connection with the Contract and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of the Supplier.

3.3 The Supplier's Intellectual Property Rights in and relating to the Goods shall remain the exclusive property of the Supplier, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.

3.4 Only Authorised Retailers of the Supplier are authorised to advertise the Goods on the internet, social media, brick & mortar or internet sales outlets or platforms whilst exhibiting Cubbies ® trademark.

4. MINIMUM PURCHASE OBLIGATION

 

Following its authorisation by the Supplier as its Authorised Retailer, the Customer will be required to purchase the Minimum Quantity of Cubbies ® products, which will be as follows:

(a) Cubbies® blank toys as per the latest published Catalog based on a minimum order quantity of two Cubbies & three Blankies equal to the minimum  re-order value of £100 +vat, or

(b) Cubbies ® blank toys of the type and colour as agreed between the Supplier and the Customer.

5. ORDERS

5.1 The Customer shall place Orders as required and/or on a quarterly basis at least 60 (sixty) days before the start of that quarter.

5.2 Orders shall be given in writing via email, online ordering or verbally by calling your designated account manager. The Supplier may accept or decline Orders at its absolute discretion. The Supplier may at its discretion accept an amendment to an Order by the Customer.

5.3 The Supplier shall assign an order number to each Order it accepts and notify the order number to the Customer. Each party shall use the relevant order number in all subsequent correspondence relating to the Order.

5.4 After confirming an Order, the Supplier shall as soon as is practicable inform the Customer of the Supplier’s estimated delivery date for the Order.

5.5 The Customer is responsible for ensuring that Orders are complete and accurate. The Customer shall give the Supplier all necessary information relating to the Goods that the Supplier reasonably requires in order to fulfil each Order.

6. THE GOODS

6.1 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogs or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

6.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

7. DELIVERY

7.1 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which shows the order number, the type and quantity of Goods (including the code number of the Goods, where applicable), special delivery instructions (if any).

7.2 The Supplier shall endeavor to have Goods ready for collection at the Dispatch Location so orders can reach the customer on the relevant Delivery Date.

7.3 Delivery is completed once the goods ordered have reached the agreed shipment address.

7.4 Delivery Dates are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of any Goods that is caused by:

(a) A Force Majeure Event; or

(b) The Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

7.5 If the Supplier fails to have Goods ready for collection by the relevant Delivery Date, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the Goods. The Supplier shall have no liability for any failure to deliver Goods to the extent that such failure is caused by:

(a) A Force Majeure Event; or

(b) The Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

7.6 If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro-rata adjustment shall be made to the Order invoice.

7.7 The Supplier may deliver Orders by instalments, which shall be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment.

8. QUALITY AND FITNESS FOR PURPOSE

8.1 The Supplier’s warranty period is 30 days from the date of delivery.

8.2 However, the warranty period will end prior to the expiration of the 30 days if the Customer alters, embellishes, customises or embroiders the Goods in any way.

8.3 During the warranty period, the Goods shall:

(a) Conform in all material respects with their description;

(b) Be free from material defects in design, material and workmanship; and

(c) Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d) Be fit for any purpose held out by the Supplier.

8.4 Subject to clause 8.5, if:

(a) the Customer gives notice in writing to the Supplier during the warranty period promptly after the discovery that some or all of the Goods do not comply with the warranties set out in clause 8.1;

(b) The Supplier is given a reasonable opportunity of examining such Goods, and

(c) The Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's Trading Address at the Customer's cost,

The Supplier, at its discretion, will replace Goods of 5pc’s or more that are found to be defective, or refund the price of such defective Goods in full.

8.5 The Goods cannot be returned, replaced or credited to the Customer and the Supplier shall not be liable for Goods' failure to comply with the warranties set out in clause 8.1 if

(a) The Customer has embellished, embroidered or changed the Goods in any way.

(b) The Customer makes any further use of Goods of any part thereof after giving notice of defects in accordance with clause 8.4;

(c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(d) The Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

8.6 The Supplier's only liability to the Customer if the Goods fail to comply with the warranties set out in clause 8.1 is as set out in this clause 8. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

8.7 The terms of the Contract shall apply to any repaired or replacement Goods supplied by the Supplier.

9. TITLE AND RISK

9.1 Risk in Goods shall pass to the Customer on completion of loading the Goods at the Delivery/Dispatch Location.

9.2 Title to Goods shall only pass to the Customer once the Supplier receives payment in full in cleared funds for them.

9.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(b) Notify the Supplier immediately if it becomes subject to any of the events listed in clause 15.1(b); and

(c) Give the Supplier such information relating to the Goods as the Supplier may require from time to time.

9.4 The Supplier may recover the Goods from the Customer if the Customer had collected the goods but failed to pay for them as agreed with the Supplier. The Customer irrevocably licenses the Supplier, its officers, employees and agents, to enter any premises of the Customer (including with vehicles) to recover any such Goods.

10. PRODUCT RECALL

10.1 If the Customer is the subject of a request, court order or another directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify the Supplier in writing enclosing a copy of the Recall Notice.

10.2 Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of the Supplier and only then in strict compliance with the Supplier's instructions as to the process of implementing the withdrawal.

11. PRICE AND PAYMENT

11.1 The Customer shall pay for Goods in accordance with this clause 11.

11.2 The Price excludes:

(a) The costs of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer in addition to the Price; and

(b) Amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to the receipt of a valid VAT invoice.

11.3 The Supplier may invoice the Customer for the price of Goods plus VAT at the prevailing rate (if applicable) on or at any time after it confirms the relevant Order to the Customer The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer's order number, the Supplier's VAT registration number, and any supporting documentation that the Customer may reasonably require.

11.4 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier's remedies under clause 15:

(a) The Customer shall pay interest on the overdue amount at the rate of 8% per annum above Royal Bank of Scotland base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

(b) The Supplier may suspend all further deliveries of Goods until payment has been made in full.

11.5 The Customer shall pay all amounts due under the contract in full without set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by the Supplier to the Customer.

12. CONFIDENTIALITY 

12.1 Each party undertakes that it shall not at any time during the term of this contract and for a period of two years after termination disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its Group of Companies, including but not limited to information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (Confidential Information), except if permitted to do so by the Supplier in writing.

12.2 Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, agents, consultants or subcontractors (Representatives) who need to know such information for the purposes of carrying out the party's obligations under this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 16 as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and

(b) As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement.

13. LIMITATION OF LIABILITY

13.1 Nothing in this Contract shall limit or exclude the Supplier's liability for:

(a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) Fraud or fraudulent misrepresentation;

(c) Breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d) Defective products under the Consumer Protection Act 1987; or

(e) Any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

13.2 Subject to clause 13.1:

(a) The Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) the Supplier's total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the sums paid by the Customer for Goods under this Contract.

14. COMPLIANCE WITH RELEVANT LAWS AND POLICIES

14.1 In performing its obligations under the Contract, the Parties shall:

(a) Comply with all applicable laws, statutes, regulations and codes from time to time in force; and

(b) Comply with the Mandatory Conditions.

14.2 The Customer may immediately terminate the Contract for any breach by the Supplier of the clause 15.1(a);

14.3 The Supplier may immediately terminate the Contract for any breach of this clause 14 by the Customer.

15. TERMINATION

15.1 Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) The other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) The other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's Supplier's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

15.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due to under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.

15.3 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.

15.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

16. GENERAL

16.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this Contract by giving 30 days' written notice to the affected party.

16.2 Assignment and other dealings.

(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

(b) The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this agreement.

16.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 16.3(b). For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(b) Each party may disclose the other party's confidential information:

(i) To its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 16.3; and

(ii) As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

16.4 Entire agreement.

(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

16.5 Variation.  No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.  A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a) Waive that or any other right or remedy, nor

(b) Prevent or restrict the further exercise of that or any other right or remedy.

16.7 Severance. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

16.8 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 16.8(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.9 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

16.10 Governing law. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with the law of England and Wales.

16.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 [Price of the Goods]

 

Schedule 2 Mandatory Conditions/Criteria for appointment of Authorised Retailers

 

Conditions for the Appointment of Authorised Retailers of Cubbies Ltd for the sale of Cubbies® toys to Consumers.

 

1. a) Cubbies Ltd is a supplier of luxury toys and wishes to limit the resale of its products via approved dealers.

 

1. b) Cubbies Ltd is concerned to ensure that its Goods are resold to consumers only by dealers with specific standards of presentation of finished (embroidered) products, expertise in the field, suitably trained staff, and in premises (or on-line/social media platforms deemed by the Supplier as appropriate for the products in question).

 

1. c) Therefore, prior to authorisation by the Supplier, the following criteria/conditions will be applied to any potential Retailers of Cubbies® Goods:

 

d). The Retailer will agree to follow the Supplier’s Anti-bribery and Anti-corruption Policy and Data Protection and Privacy Policy. Copies of the policies will be supplied to the Retailer at the earliest opportunity.

e). The Retailer would ensure it has a dedicated website or a dedicated page on social media sites or internet platforms for Cubbies® Goods.

f). Only the Supplier has the authority to grant Retailers permission to sell or display goods on 3rd Party internet platforms. All Retailers must contact the Supplier and gain authorisation before listing any goods for sale on sites to include but not exclusively eBay, Amazon, Etsy, Instagram & Facebook. Failure to do so allows the Supplier to request removal of products and closure of account without notice.

g). The Retailer will agree that it will not sell any inferior quality products from its dedicated website or page. Which products are inferior to Cubbies ® Goods is at the Supplier’s discretion. However, it is expected that the Supplier’s discretion will be exercised reasonably.

h). The Supplier will inform the Retailer who is the Authorised Distributors in their territory. The Retailer will agree that it will not at any time purchase Cubbies ® Goods from any non-authorised by the Supplier Distributors or re-sell blank Goods to any party.

I). The Retailer will adhere to marketing guidance offered by the Supplier regarding the placement of the Goods in the market.

j). The Retailer agrees to only use the current branding and brand names to promote, sell or describe Cubbies® in all markets.

k). The Retailer will self-certify all goods sent on to the consumer (end user) for all Cubbies products are safe and have not been altered in the way it was manufactured and the embroidery thread used for customisation is CE approved.

l). The Retailer agrees not to publish, or allow publishing, without a written approval by the Supplier any marketing material or documents, in any format, that may include representations or pictures of Cubbies ® Goods protected by its Intellectual Property Rights.

PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE USING THE SITE

What's in these terms?

This acceptable use policy sets out the content standards that apply when you upload content to our site, make contact with other users on our site, link to our site, or interact with our site in any other way,

Who we are and how to contact us

http://cubbies.co   is a site operated by Cubbies Ltd (“We”). We are registered in England and Wales under company number 08719429 and have our registered office at 414-416 Blackpool Road, Ashton-On-Ribble, Preston, Lancs, PR2 2DX. Our main trading address is Enterprise Centre, Lytham Rd., Blackpool, Lancashire, FY4 1EW. Our VAT number is GB176638077.

We are a limited company.

To contact us, please email [email protected] or telephone our customer service line.

By using our site you accept these terms

By using our site, you confirm that you accept the terms of this policy and that you agree to comply with them.

If you do not agree to these terms, you must not use our site.

We recommend that you print a copy of these terms for future reference.

There are other terms that may apply to you

Our Terms of website use also apply to your use of our site.

We may make changes to the terms of this policy

We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated on 17th May 2018.

Prohibited uses

You may use our site only for lawful purposes.  You may not use our site:

• In any way that breaches any applicable local, national or international law or regulation.
• In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm minors in any way.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards.
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

• Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our terms of website use
• Not to access without authority, interfere with, damage or disrupt:
• any part of our site;
• any equipment or network on which our site is stored;
• any software used in the provision of our site; or
• any equipment or network or software owned or used by any third party.

Interactive services

We may from time to time provide interactive services on our site, including, without limitation:

• Chat rooms.
• Bulletin boards.
• Blog Posts and Comments

(interactive services.)

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not fool proof. Minors who are using any interactive service should be made aware of the potential risks to them.

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

Content standards

These content standards apply to any and all material which you contribute to our site (Contribution), and to any interactive services associated with it.

The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.

Cubbies Ltd will determine, in its discretion, whether a Contribution breaches the Content Standards.

A Contribution must:

• Be accurate (where it states facts).
• Be genuinely held (where it states opinions).
• Comply with the law applicable in England and Wales and in any country from which it is posted.

A Contribution must not:

• Be defamatory of any person.
• Be obscene, offensive, hateful or inflammatory.
• Promote sexually explicit material.
• Promote violence.
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any copyright, database right or trade mark of any other person.
• Be likely to deceive any person.
• Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
• Promote any illegal activity.
• Be in contempt of court.
• Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
• Be likely to harass, upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person.
• Give the impression that the Contribution emanates from Cubbies Ltd, if this is not the case.
• Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
• Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
• Contain any advertising or promote any services or web links to other sites.

Breach of this policy

When we consider that a breach of this acceptable use policy has occurred, we may take such action as we deem appropriate.

Failure to comply with this acceptable use policy constitutes a material breach of the terms of use upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

• Immediate, temporary or permanent withdrawal of your right to use our site.
• Immediate, temporary or permanent removal of any Contribution uploaded by you to our site.
• Issue of a warning to you.
• Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
• Further legal action against you.
• Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

We exclude our liability for all action we may take in response to breaches of this acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

Which country's laws apply to any disputes?

If you are a consumer, please note that the terms of this policy, its subject matter, and its formation are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

If you are a business, the terms of this policy, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.