TERMS AND CONDITIONS OF BUSINESS (‘CONTRACT’ OR ‘AGREEMENT’)
Version: January, 2024.
1. Interpretation
1.1 The following definitions shall have the following meanings:
“the Customer” means the individual or person purchasing goods or services from the Supplier;
“Force Majeure
Event”
“Good Faith”
means an event beyond the reasonable control of the Supplier including strikes, lock-
outs or other industrial disputes (whether involving the workforce of the Supplier or
any other party), failure of a utility service or transport network, act of ‘GOD’/LUCIFIER,
war, riot, civil commotion, malicious damage, compliance with any law or
governmental order, rule, regulation or direction, accident, breakdown of plant or
machinery, fire, flood, storm or other civil emergency, inability to procure materials or
articles except at increased prices or default of agents, suppliers or subcontractors;
means a level of integrity characterised by honesty, adherence to reasonable
commercial standards of fair dealings, faithfulness to the agreed common purpose of
the Contract and consistency with the justified expectations of the parties to the
Agreement. A level of integrity characterised by such means that each party is to
engage with and to treat the other party as each would reasonably expect to be
engaged with and treated itself. For the avoidance of doubt, the test for Good Faith is
objective: it is whether or not within the commercial context in question the conduct
would be considered to be in Good Faith by reasonable and honest people.
“the Goods” mean the goods that the Supplier is to supply to the Customer in accordance with these
terms;
“Intellectual
Property Rights”
means any patent, right to an invention, copyright and related rights, trade mark,
performer’s property rights, business name, trade name, design right, domain name,
goodwill, rights in get-up, the right to sue for passing off and/or for unfair competition,
design right, database right, rights in computer software, right to use, protect and
preserve the confidentiality of confidential information (including without limitation
know-how and trade secrets) and all other types of intellectual property rights,
whether registered or unregistered, including all applications and rights to apply for
renewals or extensions of and right to claim priority from such rights and all equivalent
or similar rights or forms of protection which may now or in the future subsist in any
part of the world;
“the Services” means the services that the Supplier is to supply to the Customer in accordance with theseterms as set out in the Service Specification;
“Service
Specification”
the description or specification for the Services and dates for the Services to be
provided, given in writing by the Supplier to the Customer;
“the Supplier” means MONEY FITNESS EXPERT LIMTED (company number: 14870835), whose registered
office is at: 7 Regent Street, Kingswood, BRISTOL, BS15 8JX, ENGLAND;
“these terms” means these terms and conditions as amended from time to time in accordance with
clause 2.2;
“Working Day” means a day other than a Saturday, Sunday or public holiday in England when clearing
banks in London are open for business.
“You” Refers to you, the purchaser/Customer or prospective purchaser/Customer of the
Goods and/or Services.
1.2 Subject to clause 15.8, the rules of interpretation in this clause 1 apply in these terms.
1.3 Clause headings do not affect the interpretation of these terms.
1.4 Except where a contrary intention appears, a reference to a clause is a reference to a clause of
these terms.
1.5 Unless otherwise specified, a reference to a law is a reference to it as it is in force for the time
being taking account of any amendment, extension, application or re-enactment and includes any
subordinate legislation for the time being in force made under it.
1.6 A person includes a corporate or unincorporated body.
1.7 Writing or written includes faxes, and may include email where appropriate and/or applicable.
1.8 Any obligation in these terms on an individual or a person not to do something includes an
obligation not to agree or allow that thing to be done.
1.9 Unless the context otherwise requires, (a) words in the singular shall include the plural and, in the
plural, shall include the singular and (b) reference to one gender shall include a reference to any
other claimed gender(s).
1.10 Any words following the terms “including”, “include”, “in particular” or “for example” or any
similar expression shall be construed as illustrative and shall not limit the sense of the words
preceding those terms.
1.11 In the event of any conflict between a provision in these Terms and Conditions and any other
documents forming part of the Contract, these Terms and Conditions shall take precedence.2. Basis of the Sale
2.1 The Supplier contracts on these terms only, and acceptance by the Supplier of any order from a
Customer shall be upon these terms and shall override any other terms and conditions stipulated
or incorporated by the Customer in its order or in any negotiations, or which are implied by trade,
custom, practice or course of dealing.
2.2 Variations or representations will only be binding on the Supplier if confirmed in writing by an
authorised officer of the Supplier.
2.3 Any quotation given by the Supplier shall not constitute an offer but at most an invitation to treat,
and is only valid for a period of 30 days from its date of issue.
2.4 No contract for the sale of goods shall be concluded until the Supplier has issued an
"Acknowledgement of Order".
2.5 When ordering products for delivery outside of the UK or EU, the Customer may be subject to
import duties and taxes, which are levied once the product reaches the specified destination.
Any additional charges for customs clearance must be borne by the Customer. The Supplier has
no control over these charges. Customs policies vary widely from country to country, so the
Customer should contact his or her local customs office for further information. Additionally,
please note that when ordering, the Customer is considered the importer of record and must
comply with all laws and regulations of the country in which the products are to be received.
Customers’ privacy is important: international customers should to be aware that cross-border
deliveries are subject to opening and inspection by customs authorities.
2.6 The Supplier does not sell products for purchase by children. If the Supplier sells children's
products, they are only for purchase by adults. If the would-be Customer is under 18, he or she
should/may only place orders via a parent or guardian.
2.7 The Parties to this Contract – the Supplier and the Customer – agree to these terms in Good
Faith.
3. The Goods
3.1 The Supplier reserves the right to make substitutions and modifications to the specifications of
the Goods, provided that this does not materially affect their performance.
3.2 Unless expressly indicated otherwise, the Supplier is not the producer of the products sold on its
website. While the Supplier aims to ensure that product information on its website is correct,
actual product packaging and materials may contain different and/or more detailed information
to that displayed on its website. All information about the products on the Supplier’s website is
provided for information purposes only. The Supplier recommends that the Customer does not
rely solely on the information presented on its website. Please always read – where relevant –
labels, warnings and directions provided with the goods before use.4. The Services
4.1 The Supplier will carry out the Services for the Customer.
4.2 The Supplier will use its reasonable endeavours to ensure that the Services are supplied on time
as set out in the Service Specification. However, in the supply of the Services any dates for
performance are only estimates and time shall not be of the essence unless otherwise expressly
agreed.
5. Price
5.1 The price of the Goods and of the Services is as stated on the Supplier’s website, OR the
Acknowledgement of Order and is inclusive of Value Added Tax at the appropriate rate.
5.2 Where carriage, insurance, storage or other charges are shown separately from the price of
Goods, they are nevertheless payable by the Customer at the same time as if they form part of
the price and shall be treated as such for the purposes of these terms.
5.3 The Supplier shall invoice the Customer in respect of Goods, upon the purchasing of the same.
6. Cancellation (Refund)
6.1 The Customer has a right of cancellation (cooling-off period) in accordance with the Consumer
Contracts (Information, Cancellation and Additional Charges) Regulations 2013, except where one
of the exceptions apply. The statutory right to cancel the order without giving any reason applies
within 14 days from the day on which the Customer receives the Goods ordered (or the last of a
batch if it relates to Goods delivered separately, except for subscriptions) or from the day of the
conclusion of the contract, in the case of Services or digital content not supplied in a tangible
medium (e.g. CD or DVD). The Customer must inform the Supplier of the decision to cancel the
order. To meet the cancellation deadline, it is sufficient for the Customer to (a) send the
communication before the 14 days’ cancellation period has expired and (b) then return the item
within a further 14 days of communicating such cancellation decision. The cost of the return of
the goods is to be borne by the Customer. The exceptions to this statutory right of cancellation
are for goods that:
6.1.1 are shrink-wrapped and/or sealed data media (e.g. CDs, DVDs and software CD-ROMs)
where the Customer has opened them (i.e. broken the shrink-wrap or security seal);
6.1.2 have a short shelf life (as in, for example, fresh food);
6.1.3 are not suitable for return due to health protection or hygienic reasons if unsealed by the
Customer after delivery;
6.1.4 are a Service if the Supplier has fully performed it and the Customer accepted when he or
she placed the order that the Supplier could start to deliver it, and that the Customer
then could not cancel it once delivery had commenced;6.1.5 are the supply of digital content (e.g. apps, digital software, eBooks, MP3) which is not
supplied on a tangible medium (e.g. not on a CD or DVD) if the Customer accepted when
he or she placed the order that the Supplier could start to deliver it and that the
Customer then could not cancel it once delivery had commenced;
6.1.6 are the delivery of newspapers, journals or magazines (with the exception of subscription
contracts);
6.1.7 are the supply of items the actual value of which is dependent on fluctuations in the
market which the Supplier cannot control; or
6.1.8 have been made to the Customer’s specifications, altered or clearly personalised for the
Customer and, as a result, are incapable of being returned to the Supplier.
6.2 In the event of cancellation in accordance with clause 6.1, the Supplier will reimburse all
payments received from the Customer for the goods purchased and will also reimburse delivery
charges for the least expensive type of delivery offered by the Supplier, no later than 14 days
from the day on which the Supplier received the cancellation communication. The Customer will
not be charged any fee for such reimbursement. The Supplier may delay reimbursement until it
has received the goods back or evidence of the Customer’s having sent back the goods,
whichever is the earliest. The Customer may be liable for a deduction from such full
reimbursement if the value of the goods returned is diminished due to the handling of the goods
by the Customer, e.g. for unnecessary damage to the packaging (except where it was necessary
to establish the nature, characteristics and functioning of the goods).
6.3 Except in accordance with the right of cancellation contained in clause 6.1, the Customer may not
cancel the contract without the written consent of the Supplier. If such consent is given, it is
made on the express condition that the Customer shall pay the Supplier a reasonable sum in
respect of its loss arising out of that cancellation, unless otherwise agreed in writing, such
amount to be confirmed as acceptable by the Customer before such cancellation shall take effect.
This alternative right of cancellation is without prejudice to the Customer’s statutory rights.
7. Payment
7.1 Payment shall be made upon ordering or purchasing the Goods or Services. Time for payment
shall be of the essence of the Contract.
7.2 In the case of overdue payment, the Supplier may charge interest to the Customer on the amount
overdue calculated on a daily basis at the rate of [2%] per month without prejudice to any other
rights of the Supplier. 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.
7.3 Where the Supplier has agreed that the Goods may be paid for by instalments, any failure by the
Customer to pay an instalment when due shall entitle the Supplier to treat such failure as the
Customer's repudiation of the whole contract without prejudice to the Supplier’s other rights to
recover damages for that breach.7.4 Notwithstanding the provisions of clause 7.1 and any instalment basis agreed, upon the
occurrence of any event under clause 13.1 any period of credit allowed for the Customer on any
contract with the Supplier, whenever made, shall cease to apply and payment for all Goods and
Services shall be or be deemed to have become due forthwith on such occurrence.
8. Delivery
8.1 The Supplier may deliver by instalments and may treat each delivery as a separate contract.
8.2 If the Supplier requires the Customer to return any packaging material to the Supplier, the
Customer shall make any such packaging materials available for collection at such times as the
Supplier shall reasonably request. Return of packaging materials shall be at the Supplier's
expense.
8.3 If a date is quoted for the delivery of any Goods, then that date shall be only an estimate. Time of
delivery is not of the essence. The Supplier will have no liability for delays in delivery caused by
either a Force Majeure Event or the failure of the Customer to give adequate delivery instructions
or other relevant instructions to the Supplier.
9. Retention of Title
9.1 Property in the Goods shall not pass to the Customer until the Customer has paid to the Supplier
all sums owed (under this or any other contract) by the Customer to the Supplier. The Goods shall
be at the risk of the Customer on completion of delivery.
9.2 Until property in the Goods has passed to the Customer, the Customer shall:
9.2.1 not pledge the Goods or documents of title thereon or allow any lien to arise thereon;
9.2.2 notify the Supplier immediately if the Customer becomes subject to any of the events
listed in clause 13.1;
9.2.3 store the Goods in a manner that makes them readily identifiable as the goods of the
Supplier;
9.2.4 not remove, deface or obscure any identifying mark or packaging on or relating to the
Goods;
9.2.5 maintain the Goods in satisfactory condition;
9.2.6 not deal with or dispose of the Goods or documents of title thereto or any interest
therein; and
9.2.7 not hold itself out as the Supplier’s agent in respect of the Goods.
9.3 If payment of any sum is overdue, the Supplier shall have the right to commence proceedings
against the Customer for the price, notwithstanding that property in the Goods has not yet
passed to the Customer.10. Warranties (sale of goods and services)
10.1 The Supplier warrants that on delivery the Goods are, and for a period of twelve (12) months
after (“the Warranty Period”) they will remain, (a) of satisfactory quality (within the meaning of
the Sale of Goods Act 1979), (b) free from any material defect in design, workmanship and
materials and (c) correspond with any agreed written specification. The Supplier’s liabilities
under this warranty shall be limited to making available free of charge the labour and materials
required to make good any such defects or (at the Supplier’s option) replacing any defective
Goods. The Supplier's liability under this warranty is also conditional upon the following and
these terms shall apply to any repaired or replacement Goods supplied by the Supplier under this
clause:
10.1.1 written notice of the defect being given to the Supplier within fourteen (14) days after
discovery of the same and in any event within one (1) month after either the date of
delivery or the date on which the Customer was informed that the Goods are ready for
delivery, whichever occurs first;
10.1.2 the Goods having been properly installed, stored and used by the Customer prior to the
defect occurring;
10.1.3 the defect not arising due to the Customer’s failure to follow the Supplier's oral or written
instructions as to the storage, installation, commissioning, use or maintenance of the
Goods or (if there are none) good trade practice;
10.1.4 the defect not arising as a result of the Supplier following any drawing, design or
specification supplied by the Customer in the manufacture of the Goods;
10.1.5 the defect not arising as a result of fair wear and tear, wilful damage or negligence;
10.1.6 the Goods not having been subjected to any repair (without the Supplier’s consent),
modification or abnormal or improper use; and
10.1.7 the Goods having been returned at the Supplier’s request, but at the Customer’s
expense, for inspection.
10.2 The Supplier warrants that any Service(s) shall be provided with reasonable skill and care. The
Supplier’s liability under this warranty shall be limited to making available free of charge the
labour and materials required to make good any failure to perform the Services with reasonable
skill or care. The Supplier’s liability is also conditional upon:
10.2.1 written notice of the defect being given to the Supplier within fourteen (14) days after
discovery of the same and in any event within one (1) month after the date of performance
of completion of the Services; and
10.2.2 any goods upon which the Services were performed being properly stored and not having
been subject to improper use or modification.
10.3 The warranties contained in clauses 10.1 and 10.2 are without prejudice to the Customer’s
statutory rights.11. Limitation of Liability and Customer’s obligations
11.1 Save as provided under the Unfair Contract Terms Act 1977 and notwithstanding the warranty
contained in clause 10.1, the Supplier will, to the maximum extent permitted by law, not be
responsible for (a) losses that were not caused by any breach on its part, or (b) any business loss
(including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted
expenditure), or (c) any indirect or consequential losses that were not foreseeable to both the
Supplier and the Customer when the contract for the sale of goods and/or supply of services was
formed or (d) for losses caused or permitted by any third-party howsoever arising.
11.2 Nothing in these terms excludes or limits liability for (a) death or personal injury caused by the
negligence or (b) fraudulent representations or (c) wilful misconduct in each case of or by the
Supplier or any of its employees or agents.
11.3 The Customer will:
11.3.1 co-operate with the Supplier in relation to the Supplier’s provision of the Services;
11.3.2 obtain any licences, permissions and consents that are required for the Services, except
for any licences, permissions and consents that are listed in the Service Specification as
being obtained by the Supplier; and
11.3.3 ensure the Supplier’s employees, agents and sub-contractors have safe access as is
reasonably required to the Customer’s home, if and/or where reasonably necessary.
11.4 In the event that the Supplier’s provision of the Services is adversely affected by the Customer’s
acts, omissions or failure to carry out its obligations (“a Customer Default”), then without
prejudice to the Supplier’s other rights and without incurring liability to the Customer for delay or
failure to provide the Services in exercising its rights under this clause 11.4, the Supplier may
suspend provision of the Services until the Customer has remedied the Customer Default and be
relieved from its obligations to perform the Services if the Customer Default adversely affects the
Supplier's provision of the Services.
12. Force Majeure
12.1 The Supplier shall bear no liability for loss, damage or delay howsoever arising from or by a Force
Majeure Event, and in these circumstances may suspend or cancel the whole or part of any
delivery. The Supplier shall endeavour to notify the Customer as quickly as reasonably possible if
a Force Majeure Event occurs.
12.2 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods
for more than four (4) weeks, then either party shall, without limiting its other rights or remedies,
have the right to terminate this contract immediately by giving written notice to the other party.
12.3 This clause does not affect the Customer’s right to have the products sent within a reasonable
time.13. Default
13.1 Without prejudice to any other rights it may have and without prejudice to the provisions of
clause 9, the Supplier may, by notice to the Customer, terminate any contract between the
Customer and Supplier forthwith and/or immediately recover from the Customer all sums due
from the Customer under any contract with the Supplier (notwithstanding any period of credit
which may have been allowed) together with any accrued interest if:
13.1.1 any payment due by the Customer to the Supplier is overdue in whole or in part;
13.1.2 the Customer commits any breach of any of the terms of any contract with the Supplier
and, if the breach is remediable, fails to remedy that breach within 14 days after
receipt of notice in writing to do so;
13.1.3 the Customer suspends, or threatens to suspend, payment of its debts or is unable to
pay its debts as they fall due or admits inability to pay its debts or is deemed either
unable to pay its debts or as having no reasonable prospect of so doing, in either case,
within the meaning of section 268 of the Insolvency Act 1986;
13.1.4 the Customer commences negotiations with its creditors with a view to rescheduling
any of its debts, or makes a proposal for or enters into any compromise or
arrangement with its creditors;
13.1.5 a creditor or encumbrancer of the Customer attaches or takes possession of, or a
distress, execution, sequestration or other such process is levied or enforced on or
sued against, the whole or any part of its assets and such attachment or process is not
discharged within 14 days; or
13.1.6 the Customer (being an individual) has a petition in bankruptcy entered against him or
her, dies or by reason of illness or incapacity (whether mental or physical), is incapable
of managing his or her own affairs or becomes a patient under any mental health
legislation.
13.2 Where the Customer is situated outside of the United Kingdom, the Supplier shall be entitled to
terminate the contract and/or recover all sums due pursuant to clause 13.1 if any event occurs in
relation to the Customer that is analogous to the events described in clauses 13.1.3 to 13.1.6.
13.3 Without limiting its other rights or remedies, the Supplier may suspend the supply of Services
and/or all further deliveries of Goods if the Customer fails to pay any amount due on the due date
for payment, the Customer becomes subject to any of the events listed in clause 13.1 or the
Supplier reasonably believes that the Customer is about to become subject to any of them.
13.4 On termination of a contract for any reason:
13.4.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding
unpaid invoices and interest and, in respect of Services or Goods supplied but for which
no invoice has yet been submitted, the Supplier shall submit an invoice which shall be
payable by the Customer immediately upon receipt;
13.4.2 the Customer shall return all of the Supplier’s materials and Goods that have not been
paid for in full. Until their return, the Customer shall be responsible for keeping them safe
and will not use them;
13.4.3 termination will be without prejudice to the parties’ accrued rights; and13.4.4 any clauses in these terms that expressly or by implication continue to have effect after
termination shall continue in full force and effect.
14. Intellectual Property Rights
14.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be
wholly owned by the Supplier. With regards to any third-party Intellectual Property Rights in the
Services, the Customer agrees that the Customer’s use of such Intellectual Property Rights is
conditional upon the Supplier’s obtaining a written licence from the relevant licensor in terms
that permit the Supplier to license such rights to the Customer.
15. Miscellaneous
15.1 Except for historical information and discussions, and if applicable, some statements set forth on
the Suppliers’ website may constitute forward-looking statements within the meaning of relevant
Securities law. These statements involve a number of risks, uncertainties, and other factors that
could cause actual results to differ materially.
15.2 Any choice or failure by the Supplier to enforce or exercise any provision of the Agreement, or
any related right, shall not constitute a waiver of such a provision or right. A waiver on any one
occasion shall not be construed as a bar to, or waiver of, any provision, right or remedy on any
future occasion.
15.3 The parties agree to be bound by these terms, which they consider to be reasonable. If any part
of this Agreement is found by a competent, impartial and independent judicial authority to be
invalid or unenforceable under any applicable law, including but not limited to, the above
disclaimers and liability limitations, then the invalid or unenforceable provision will be deemed to
be replaced by a valid, enforceable provision that most closely matches the intent of the original
provision and the remainder of the Agreement will continue in effect.
15.4 The Customer shall not assign or transfer the contract or any right granted or recognised
thereunder (including transfer by way of cession, assignment, delegation, sale, operation of law
or otherwise) to which these terms apply nor the benefit thereof to any person whatsoever
without the Supplier’s written consent. Nor shall anything in the Contract be deemed to confer
any third-party right of benefit.
15.5 The Customer agrees to indemnify and hold harmless MONEY FITNESS EXPERT LIMITED, its
contractors, and its licensors, and their respective directors, officers, employees and agents from
and against any and all losses, liabilities, demands, damages, costs, claims, and expenses including
lawyers’ fees arising out of or related to your use of the Supplier’s Goods and/or Services
including but not limited to your violation of the Agreement or any agreement with a provider of
third-party services used in connection with the Goods and Services.
15.6 Unless otherwise specified by the Supplier, these terms constitute the entire agreement and
understanding of the parties and supersede any previous agreement or understanding betweenthem relating to the subject matter of these terms. The Customer acknowledges that it has not
relied on any statement, promise, representation, assurance or warranty made or given by or on
behalf of the Supplier that is not set out in these terms.
15.7 No change, waiver or cancellation of this Agreement or any right or obligation arising from it shall
be of any force and effect unless it is reduced to writing and that document is signed by each of
the Parties.
15.8 No rule of construction shall apply to the Agreement that undermines, militates against or runs
contrary to the original meaning of the Definitions and the clauses set out in this Agreement. The
rule of interpretation that a contract shall be interpreted against the Party responsible for the
drafting and preparation thereof (the contra proferentem rule) shall not apply.
15.9 Any notice given under these terms must be in writing and delivered to the recipient at the
address of (a) in the case of the Supplier, its registered office or its principal place of business and
(b) in the case of the Customer, his or her last known residential address or at such other address
as has been notified to the sender previously in writing for the purpose of this clause.
15.10 A notice given under these terms shall be validly served if sent by email.
15.11 A person who is not a party to these terms may not enforce any of its terms under the Contracts
(Rights of Third Parties) Act 1999.
15.12 These terms shall be governed by and construed in accordance with the laws of England and
Wales and each of the parties hereto submits to the jurisdiction of the Courts of England and
Wales as regards any claim or matter arising under these terms.
