DELICIOUSLY ELLA BUSINESS TO BUSINESS TERMS AND CONDITIONS
ABOUT US AND IMPORTANT INFORMATION
Company details. Deliciously Ella is the trading name used by The Mae Deli Limited and Deliciously Ella Limited, both companies within the Group ultimately owned and controlled by M&E Mills Holdings Limited whose Head Office is at: 3rd Floor, 25-26 Poland Street, London W1F 8QN, United Kingdom, and whose registered office is at: 1 Vincent Square, London, SW1P 2PN.
Contacting us. To contact Deliciously Ella email email@example.com .
When these terms apply. These terms apply when you sign up your organisation or any team, team members or employees in your organisation.
Where you are purchasing goods or a digital subscription as consumer/individual, our webshop terms and conditions shall apply: [INSERT AS LINK TO WEBSHOP TERMS & CONDITIONS].
The following terms and conditions where you, as a business, request from us certain services including:
Digital subscription terms and conditions [LINK]
Wholesale supply of goods terms and conditions [LINK]
In the event of inconsistency between these terms and conditions and any Enterprise agreement or other such direct agreement with Deliciously Ella, the Enterprise agreement or other will take precedence.
What other terms may apply.
These terms and conditions refer to the following additional terms, which also apply including:
References to “the Client” “you” or “your” in these terms and conditions refers to you, the business or organisation.
References to “Deliciously Ella”, “we” or “our” in these terms and conditions refers to Deliciously Ella.
DIGITAL SUBSCRIPTION TERMS & CONDITIONS
1. SUBSCRIPTION AND SERVICES
- 1.1 Through the Deliciously Ella Platform and App, we shall provide a digital subscription service (“Subscription”) which shall include:
- (i) Access to the Deliciously Ella platform and app (the “Platform”)
- (ii) Discount on Deliciously Ella food range purchases, early access to new products and event tickets (referred to as the “Services”).
- 1.2 This Agreement shall commence on the date that you sign up to the Services and ends on the first of the following events:
- (I) The end of the Subscription Period; or
- (II) Termination of this Agreement.
- (The “Subscription Period”)
- 1.3 The Subscription Period shall be for one year from the date you pay the Service Fee (as set out in Section 3 below) or access the Platform and Services, whichever is earlier (“Effective Date”).
- 1.4 The Subscription Period will renew automatically for further periods of the same duration unless you give Deliciously Ella written notice, to be received no less than one month prior to the end of the current Subscription Period.
- 1.5 On signing up to receive the Services, we shall grant you a non-exclusive, non-transferable right and licence, without the right to grant sublicenses, to permit authorised users (being your employees or other persons associated with your business) (“Users”) to use the Services during the Subscription Period.
- 1.6 You undertake that:
- (I) The maximum number of Service Licences that you are authorised to access and use the Services shall not exceed the number of Service Licences it has purchased from time to time;
- (II) You will not allow or suffer any Service Licences to be used by more than one individual user unless it has been reassigned in its entirety to another individual user, in which case the prior user shall no longer have any right to access or use the Services.
- 1.7 You may purchase additional Service Licences at any time, and should notify us in writing, and we shall activate the additional Service Licences within 7 days of your request.
- 1.8 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, if there is any such unauthorised access or use, promptly notify us.
- 1.9 We shall for the Subscription Period provide the Services to you on the terms of this Agreement.
- 1.10 In relation to use of the Services, the Client:
- (III) Is responsible for making all arrangements necessary to have access to the Services.
- 1.11 We shall use reasonable efforts to make the Services available 24 hours a day, seven days a week, except for planned and unscheduled maintenance.
- 1.12 We shall, as part of the Services, and at no additional cost to you, provide you with standard customer support services during the hours of 9:00 AM and 6:00 PM.
2. ACCESSING THE SERVICE
- 2.1 The Services can be accessed by Users in several roles. Please note that the descriptions below are illustrative of the functionality of the Services at the date of this Agreement and that it is subject to change as the Services are modified and developed over time in accordance with this Agreement. The roles Users may take are:
- (I) Employees. Users who work for the Client (whether paid or unpaid, full time, part-time as contractors or otherwise) (Employees)
- (II) Enterprise People Analytics. This is a role that gives specified Employees designated by the Client (typically the Client’s HR function) access to broader anonymised insight through the Deliciously Ella Workplace web portal. The smallest group of Employees’ insight that can be analysed using the Enterprise People Analytics functionality is a three-person team/cluster.
- (III) Enterprise Admin. This role is given to key Employees designated by the Client. Enterprise Admin Employees give the Client the ability to administer its Deliciously Ella account through the Deliciously Ella Workplace web portal. For instance, the Enterprise Admin Employee may delete Employees from having access to the app, change details, or adjust billing if paying as a self-serve customer. Though Deliciously Ella is on hand to help, Deliciously Ella is not responsible for changes made by the Enterprise Admin Employee through the Deliciously Ella dashboard, for instance, the accidental removal of Employees or allowing an Employee access to a role that is not appropriate.
- 2.2 When an Employee leaves the Client’s business, they may still have access to the app or other related services. It is the Client’s responsibility to ensure they delete Employees from the platform on the Employee’s departure.
3. PAYMENT OF THE SERVICE FEE
- 3.1 In return for accessing the Services, the Client will pay the relevant Service Fee (the Service Fee).
- 3.2 The Service Fee will be calculated on the number of Licences required by the Client for their Users to access the Platform and Services (Service Licence). All calculations are based on a 12-month basis commencing from the day you sign up for the Subscription. If a User leaves and as a Client you remove their access to the Platform, any remaining months may be provided to other Users who are not already on the Platform.
- 3.3 We reserve the right to change the applicable Service Fee at any time, provided that any such revised Service Fee shall only take effect in the event of renewal for an additional Subscription Period. Deliciously Ella will notify you of the relevant Service Fees that will apply to any renewal of the Subscription Period in advance of the notification date.
- 3.4 The Service Fee must be paid in full in accordance with the agreed terms. Deliciously Ella reserves the right to suspend access to the Service if payment has not made in full for the relevant period of access to the Service.
- 3.5 All sums payable under this Agreement are exclusive of any applicable value-added tax or other applicable sales tax, which the Client will pay in addition to the Service Fee.
- 3.6 All amounts due under this Agreement shall be paid by the Client in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).
- 3.7 Full payment must be received when billed via credit card or other through our website. If payment cannot be taken within 30 days of being due, Deliciously Ella reserves the right to enforce the Late Payment of Commercial Debts (Interest) Act 1998 and claim an additional fee of 4.5% above the Bank of England’s published base rate on any amounts overdue, or cancel this Agreement in its entirety. Any queries must be received within 7 days of invoice date.
4. HOW WE USE PERSONAL DATA
5. Limitation of liability
- 5.1 Reference to liability in this Section 5 includes every kind of liability arising under or in connection with the Services, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise.
- 5.2 Nothing in this Agreement limits or excludes our liability for:
- (I) Death or personal injury caused by our negligence;
- (II) Fraud or fraudulent misrepresentation;
- (III) Breach of the terms implied by Section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
- (IV) Any other liability that cannot be limited or excluded by law.
- 5.3 Subject to paragraph 5.2, we will under no circumstances be liable to you for:
- (I) Any loss of profits, sales, business, or revenue;
- (II) Loss or corruption of data, information, or software;
- (III) Loss of business opportunity;
- (IV) Loss of anticipated savings;
- (V) Loss of goodwill; or
- (VI) Any indirect or consequential loss.
- 5.4 Subject to paragraph 5.2, our total aggregate liability to you for all losses arising under or in connection with this Agreement shall be limited to 100% of the service fees paid or payable by you.
- 6.1 Subject to paragraph 1.4, you may terminate the Subscription at any time by notifying us of your wish to terminate the agreement in writing at least 60 days before the end of the Subscription Period, in which case this agreement shall terminate upon the expiry of the applicable Subscription Period.
- 6.2 Without limiting any of our other rights, Deliciously Ella may suspend your Subscription and the Services to you, or terminate the agreement with immediate effect by giving written notice to you if:
- (I) you commit a material breach of any of the terms in this agreement and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
- (II) you fail to pay any amount due under this agreement on the due date for payment;
- (III) you are unable to pay its debts as they become due or becomes insolvent or an order is made or a resolution passed for your administration, winding-up or dissolution (or any analogous event occurs in any applicable jurisdiction), except as may be prohibited by applicable bankruptcy laws;
- (IV) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
- (V) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under this agreement has been placed in jeopardy.
- 6.3 On termination of this agreement for any reason, all of your rights to access and use the Services shall immediately terminate.
- 6.4 Termination of this agreement shall not affect your or Deliciously Ella’s rights and remedies that have accrued as at termination.
- 6.5 Any provision of this agreement 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.
7. EVENTS OUTSIDE Deliciously Ella’s CONTROL
- 7.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this agreement that is caused by any act or event beyond our reasonable control.
- 7.2 If an event outside of our reasonable control takes place that affects the performance of our obligations under this agreement:
- (I) we will contact you as soon as reasonably possible to notify you; and
- (II) our obligations under this agreement will be suspended and the time for performance for our obligations will be extended accordingly.
- 7.3 You may cancel this agreement where an event outside of our reasonable control continues for more than 60 days.
8. COMMUNICATIONS BETWEEN US
- 8.1 Any notice given by you or us under or in connection with this agreement must be in writing and be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or email.
- 8.2 A notice is deemed to have been received:
- (I) if delivered by hand, at the time the notice is left at the proper address;
- (II) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
- (III) if sent by email, at 9.00 am the next working day after transmission.
- 8.3 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 email, that such email was sent to the specified email address of the addressee.
- 8.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- 9.1 Dispute Resolution.
- (I) If any dispute arises between the parties out of, or in connection with the agreement, the matter shall be referred to the senior representatives of each party who will discuss and try their best to resolve it.
- (II) If the dispute is not resolved within 28 days, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
- (III) Either party may issue formal legal proceedings or commence arbitration at any time whether or not the steps referred to in clauses 9.1(i) and 9.1(ii) have been completed.
terms and conditions FOR THE supply of WHOLESALE goods
1. OUR CONTRACT WITH YOU
- 1.1 These terms and conditions (Terms) apply to the order by you for the supply of goods by Deliciously Ella to the exclusion of any other terms which you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- 1.2References to “you” or “your” refer to you, the client, placing the order for goods with us.
- 1.3 References to “Deliciously Ella”, “our” and “us” refers to Deliciously Ella Limited.
2. PLACING AN ORDER AND ITS ACCEPTANCE
- 2.1 Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
- 2.2 Deliciously Ella’s order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that the order is complete and accurate.
- 2.3 After you place an order, you will receive an email from Deliciously Ella acknowledging your order has been received, but please note that this does not mean that your order has been accepted. Deliciously Ella’s acceptance of your order will take place as described in paragraph 2.4.
- 2.4 Deliciously Ella’s acceptance of your order takes place when Deliciously Ella send the email to you to accept it, at which point the agreement between the you and Deliciously Ella will come into force.
- 2.5 If Deliciously Ella are unable to supply you with the Goods for any reason, Deliciously Ella will inform you of this by email and Deliciously Ella will not process your order. If you have already paid for the Goods, Deliciously Ella will refund you the full amount including any delivery costs charged as soon as possible.
- 2.6 A quotation or estimate given by us for the Goods shall not constitute an offer.
3. OUR GOODS
- 3.1 The images of the Goods on Deliciously Ella’s website and app are for illustrative purposes only. Although Deliciously Ella have made every effort to display the colours accurately, Deliciously Ella cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.
- 3.2 Although Deliciously Ella have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on Deliciously Ella’s website and app have a weight tolerance, and so there may be discrepancies between the measurements on the website and delivered Goods.
- 3.3 The packaging of your Goods may vary from that shown on images on Deliciously Ella’s website and app.
- 3.4 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement, and we shall notify you in any such event.
4. DELIVERY, TRANSFER OF RISK AND TITLE
- 4.1 We will contact you with an estimated delivery date, which will be within 30 days after the date on which Deliciously Ella email you to confirm our acceptance of your order. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Occasionally Deliciously Ella’s delivery to you may be affected by events outside of our control. Please see paragraph 11 for Deliciously Ella’s responsibilities when this happens.
- 4.2 We deliver to addresses both within and outside the United Kingdom (International Delivery Destinations). However, there are restrictions on some Goods for certain International Delivery Destinations, so please review the information on that page carefully before ordering Goods.
- 4.3 If you order Goods from Deliciously Ella’s website 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 Deliciously Ella have no control over these charges and Deliciously Ella cannot predict their amount.
- 4.4 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.
- 4.5 You must comply with all applicable laws and regulations of the country for which the Goods are destined. Deliciously Ella will not be liable or responsible if you break any such law or regulation.
- 4.6 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time.
- 4.7 The risk in the Goods shall pass to you on completion of delivery. Title to the Goods shall not pass to you until we receive payment in full (in cleared funds) for the Goods.
- 4.8 If Deliciously Ella fail to deliver the Goods, Deliciously Ella’s liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, Deliciously Ella will not be liable to the extent that any failure to deliver was caused by an event outside of our reasonable control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
- 4.9 If you fail to take delivery of the Goods within 10 days after the day on which Deliciously Ella notified you that the Goods were ready for delivery, Deliciously Ella may resell part of or all the Goods. We shall repay you the price you paid for the Goods after deducting reasonable storage, insurance and selling costs and any shortfall between the resale price and the price you paid for the Goods.
- 4.10 If we deliver up to and including 5% more or less than the quantity of Goods ordered, you may not reject them, but on receipt of notice from you that the wrong quantity of Goods was delivered, we shall make a pro rate adjustment to the invoice for the Goods.
- 4.11 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
5. OUR WARRANTY FOR THE GOODS
- 5.1 The Goods are intended for use only in the UK. Deliciously Ella do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
- 5.2 We provide a warranty that on delivery the Goods shall:
- 5.2.1 subject to clause 3, conform in all material respects with their description;
- 5.2.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
- 5.2.3 be fit for any purpose held out by us.
- 5.3 Subject to clause 5.4, if:
- 5.3.1 you give Deliciously Ella notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.2;
- 5.3.2 Deliciously Ella are given a reasonable opportunity of examining the Goods; and
- 5.3.3 Deliciously Ella ask you to do so, you return the Goods to us at your cost,
- we will, at Deliciously Ella’s option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
- 5.4 Deliciously Ella will not be liable for breach of the warranty set out in clause 5.2 if:
- 5.4.1 you make any further use of the Goods after giving notice to us under clause 5.3;
- 5.4.2 the defect arises as a result of us following any specification supplied by you;
- 5.4.3 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
- 5.4.4 Deliciously Ella ask you to do so, you return the Goods to us at your cost,
- 5.4.5 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
- 5.5 Deliciously Ella will only be liable to you for the Goods' failure to comply with the warranty set out in clause 5.2 to the extent set out in this paragraph 5.
- 5.6 Except as expressly stated in these Terms, Deliciously Ella do not give any representations, warranties or undertakings in relation to the Goods. 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, Deliciously Ella will not be responsible for ensuring that the Goods are suitable for your purposes.
- 5.7 These Terms also apply to any replacement Goods supplied by us to you.
- 5.8 If you are the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify us in writing enclosing a copy of the Recall Notice. Unless required by law, you may not undertake any recall or withdrawal without our written permission and only then in strict compliance with our instructions about the process of implementing the withdrawal.
6. PRICE OF GOODS AND DELIVERY CHARGES
- 6.1 The prices of the Goods will be as quoted on Deliciously Ella’s website at the time you submit your order. We take reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system.
- 6.2 Prices for Deliciously Ella’s Goods may change from time to time, but changes will not affect any order you have already placed.
- 6.3 The price of Goods excludes 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, Deliciously Ella will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
- 6.4 The price of the Goods does not include delivery charges. Deliciously Ella’s delivery charges are as advised to you during the check-out process, before you confirm your order. To check relevant delivery charges, please refer to Deliciously Ella’s Delivery Charges page.
- 6.5 We sell a large number of Goods through Deliciously Ella’s website. It is always possible that, despite Deliciously Ella’s reasonable efforts, some of the Goods on Deliciously Ella’s website may be incorrectly priced. If Deliciously Ella discover an error in the price of the Goods you have ordered Deliciously Ella will contact you in writing to inform you of this error and Deliciously Ella will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. Deliciously Ella will not process your order until Deliciously Ella have your instructions. If Deliciously Ella are unable to contact you using the contact details you provided during the order process, Deliciously Ella will treat the order as cancelled and notify you in writing. If Deliciously Ella 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, Deliciously Ella may cancel supply of the Goods and refund you any sums you have paid.
7. HOW TO PAY
- 7.1 You can only pay for Goods using a debit card or credit card.
- 7.2 Payment for the Goods and all applicable delivery charges is in advance. Deliciously Ella will not charge your debit card or credit card until Deliciously Ella dispatch your Goods.
8. hOW WE USE PERSONAL DATA
9. Limitation of liability
- 9.1 Reference to liability in this section 9 include every kind of liability arising under or in connection with the Services including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- 9.2 Nothing in this agreement limits or excludes our liability for:
- 9.2.1 death or personal injury caused by our negligence;
- 9.2.2 fraud or fraudulent misrepresentation;
- 9.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
- 9.2.4 any other liability that cannot be limited or excluded by law.
- 9.3 Subject to paragraph 9.2, we will under no circumstances be liable to you for:
- 9.3.1 any loss of profits, sales, business, or revenue;
- 9.3.2 loss or corruption of data, information or software;
- 9.3.3 loss of business opportunity;
- 9.3.4 loss of anticipated savings;
- 9.3.5 loss of goodwill; or
- 9.3.6 any indirect or consequential loss.
- 9.4 Subject to paragraph 9.2, our total aggregate liability to you for all losses arising under or in connection with this agreement shall be limited to 100% of the Service Fees paid or payable by you.
- 10.1 Without limiting any of our other rights, Deliciously Ella may terminate the agreement with immediate effect by giving written notice to you if:
- 10.1.1 you commit a material breach of any of the terms in this agreement and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
- 10.1.2 you fail to pay any amount due under this agreement on the due date for payment;
- 10.1.3 you are unable to pay its debts as they become due or becomes insolvent or an order is made or a resolution passed for your administration, winding-up or dissolution (or any analogous event occurs in any applicable jurisdiction), except as may be prohibited by applicable bankruptcy laws;
- 10.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
- 10.1.5 your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under this agreement has been placed in jeopardy.
- 10.2 On termination of the agreement for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
- 10.3 Termination of the agreement, however arising, 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 the agreement which existed at or before the date of termination.
- 10.4 Any provision of the agreement that expressly or by implication is intended to come into or continue in force on or after termination of the agreement shall remain in full force and effect.
11. EVENTS OUTSIDE OUR CONTROL
- 11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this agreement that is caused by any act or event beyond our reasonable control.
- 11.2 If an event outside of our reasonable control takes place that affects the performance of our obligations under this agreement:
- 11.2.1 we will contact you as soon as reasonably possible to notify you; and
- 11.2.2 our obligations under this agreement will be suspended and the time for performance for our obligations will be extended accordingly.
- 11.3 You may cancel this agreement where an event outside of our reasonable control continues for more than 60 days.
12. COMMUNICATIONS BETWEEN US
- 12.1 Any notice given by you or us under or in connection with this agreement must be in writing and be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or email.
- 12.2 A notice is deemed to have been received:
- 12.2.1 if delivered by hand, at the time the notice is left at the proper address;
- 12.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
- 12.2.3 if sent by email, at 9.00 am the next working day after transmission.
- 12.3 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 email, that such email was sent to the specified email address of the addressee.
- 12.4 The provisions of this section shall not apply to the service of any proceedings or other documents in any legal action.
- 13.1 Dispute Resolution.
- 13.1.1 If any dispute arises between the parties out of, or in connection with the agreement, the matter shall be referred to the senior representatives of each party who will discuss and try their best to resolve it.
- 13.1.2 you fail to pay any amount due under this agreement on the due date for payment;
- 13.1.3 Either party may issue formal legal proceedings or commence arbitration at any time whether or not the steps referred to in paragraphs 13.1.1 and 13.1.2 have been completed.
- 13.2 Entire agreement.
- 13.2.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
- 13.2.2 Each party acknowledges that in entering into this agreement it does not rely on, and 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.
- 13.3 Assignment and transfer.
- 13.3.1 We may assign or transfer Deliciously Ella’s rights and obligations under this agreement to another entity but will always notify you in writing or by posting on our website if this happens.
- 13.3.2 You may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement without our prior written consent.
- 13.4 No partnership or agency. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
- 13.5 Variation. Any variation of this agreement only has effect if it is in writing and signed by you and us (or our authorised representatives).
- 13.6 Waiver. If Deliciously Ella do not insist that you perform any of your obligations under these Terms, or if Deliciously Ella do not exercise Deliciously Ella’s rights or remedies against you, or if Deliciously Ella delay in doing so, that will not mean that Deliciously Ella have waived Deliciously Ella’s rights or remedies against you or that you do not have to comply with those obligations. If Deliciously Ella do waive any rights or remedies, Deliciously Ella will only do so in writing, and that will not mean that Deliciously Ella will automatically waive any right or remedy related to any later default by you.
- 13.7 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- 13.8 Third party rights. Except as provided for in this agreement, this agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
- 13.9 Governing law and jurisdiction. The agreement is governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees to submit all disputes arising out of or in connection with this agreement to the exclusive jurisdiction of the courts of England and Wales.