Welcome to Everything Blue! Everything Blue operates a regional online food-ordering and delivery marketplace, available via our website and mobile app, that connects you with local restaurants.
This agreement governs your use of Everything Blue website, accessible at www.everythingblue.co.uk and via our mobile app (Website) and any goods or services made available through the Website. By using the Website, you agree to be bound by this agreement which forms a binding contractual agreement between you, the Customer, and us, Everything Blue Limited, a company registered in England and Wales with Company Number 17042220 and registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ (Everything Blue, we or us).
In this agreement, when we refer to:
(a)
“the Customer”, we are referring to you, the individual ordering Products via our Website, or if you are acting in the capacity as a duly authorised representative of a company, then that company;
(b)
“Products”, we are referring to the food and other menu items offered by Restaurants and made available for order through the Website (whether for delivery or collection);
(c)
“Restaurants”, we are referring to sellers of the Products on the Website, being separate legal entities from Everything Blue (unless otherwise indicated); and
(d)
“Users”, we are referring to all users of the Website, including without limitation you (as a customer), other customers, and Restaurants.
Your key information
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 give consumers a 14-day right to change their mind for many online purchases. That right does NOT apply to your Orders through this Website, because the Products supplied are prepared meals and other perishable food and drink intended for immediate consumption, or are made or personalised to your Order. In particular, the cooling-off right does not apply to:
- Products that are made or personalised to your Order – for example, meals prepared to your dietary, ingredient or preparation specifications (regulation 28(1)(c)); or
- prepared meals, food, drink and other perishable Products (regulation 28(1)(d)). This does not affect your statutory rights under the Consumer Rights Act 2015 if there is a problem with your Order.
The Consumer Rights Act 2015 (applicable in the United Kingdom) requires that all Products available on the Website are as described, fit for purpose and of satisfactory quality and so nothing in these terms affects statutory rights.
Because your Products are prepared meals and other perishable Products intended for immediate consumption, the statutory remedies that apply are those relevant to short-life consumable Products. In particular:
- if your Order does not meet the statutory standards on delivery or collection (for example, an item is missing, the food is spoiled, the wrong item is supplied, or the Products do not match the description, ingredients or allergen information), you may be entitled to a refund, a replacement or a re-delivery;
- you should report any such problem to us as soon as reasonably possible after it becomes apparent, and in any event within the timeframes set out in clause 9.6; and
- nothing in these terms removes or limits your other statutory rights under the Consumer Rights Act 2015 or any other applicable consumer protection law.
This is a summary of some of your key rights in the United Kingdom. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133.
The information above summarises some of your key rights. It is not intended to replace the contract below, which you should read carefully.
If you have any questions about this contract or any orders you have placed, please contact us by sending an email to: [email protected]
1. Accounts
(a)
In order to use some functionalities of the Website, you may be required to sign-up, register and receive an account through the Website (an Account).
(b)
As part of the Account registration process and as part of your continued use of the Website, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, payment information, and other information as determined by Everything Blue from time to time.
(c)
You warrant that any information you give to Everything Blue in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.
(d)
Once you complete the Account registration process, Everything Blue may, in its absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.
(e)
Everything Blue reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.
(f)
Everything Blue may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.
(g)
You may be able to place an Order as a guest without creating an Account. If you check out as a guest, you must still provide accurate contact and delivery information, and the terms of this agreement (other than those that relate specifically to Accounts) apply to your Order in the same way. Some features of the Website may only be available to registered Account holders.
2. Order and Fees
You acknowledge and agree that:
(a)
if you place an order to purchase Products on the Website (Order), that will constitute your entry into a contract with each Restaurant of the Products in your Order.
(b)
If your Order is for multiple Products, whether or not the Products are from different Restaurants, each item of Products in your Order will constitute a separate Order and may be:
(i)
Cancelled by the respective Restaurant if that Restaurant is unable to fulfil the Order for the relevant Products;
(ii)
Shipped from different locations and at different times.
(c)
for each item of Products in your Order, you must pay the price listed for the Products on the Website plus any applicable delivery fee (which you will be notified of at checkout) (Price).
(d)
The Price will be debited from your account and Everything Blue will keep a Service Fee which will be a percentage of the Price.
3. Information We Give You
(a)
By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that a seller must give you certain key information before a legally binding contract between you and the seller is made. This information is set out at the start of these terms. If you cannot access this information for any reason, you are welcome to contact us using the functionality on the website, or at the contact email address above, and we will provide you with a copy of this information.
(b)
The key information we give you by law forms part of this contract (as though it is set out in full here).
(c)
If we have to change any key information once a legally binding contract between you and us or a Restaurant is made, we can only do this if you agree to it.
4. Payment
(a)
(Payment obligations) Unless otherwise agreed in writing you must pay the Price for all Products including any applicable delivery costs specified in an Order prior to the Restaurant providing those Products.
(b)
(Third Party Payment Platform) Everything Blue processes payments through a Third Party Payment Platform as set out in clause 11(i). In addition to this agreement, your purchase of any Products via the Website will be subject to the terms and the privacy policy of the Third Party Payment Platform that you choose to pay with via the Website.
(c)
(Release) You agree to release Everything Blue and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Third Party Payment Platform, including any issue with security or performance of the Third Party Payment Platform or any error or mistake in processing your payment.
5. Restaurants
(a)
Our Website allows Customers to shop Products from approved local Restaurants. We rely on the information supplied by the Restaurants to:
(i)
Determine whether they meet our eligibility and food hygiene requirements; and
(ii)
When making any statements as to the Restaurants’ food hygiene rating and menu information on our Website.
(b)
Whilst we use our best endeavours to verify the accuracy of the Restaurants’ information, including any information and supporting certificates, documents about the Restaurants and their Products, on our Website, we act solely as a marketplace platform for Restaurants to sell their Products and do not have control over the Restaurants’ information practices, or the information they supply or provide on the Website.
6. Products
(a)
The Consumer Rights Act 2015 gives you certain legal rights (also known as ‘statutory rights’). The Products supplied to you must be as described, fit for purpose and of satisfactory quality.
(b)
The Restaurants are required to endeavour to ensure that the Products provided will be substantially the same as the Products displayed on the Website, or as otherwise agreed with you in writing prior to you placing your Order. Please note that due to screen display, colour and brightness, and image quality, Products may not exactly match the image on the Website. We try to make sure that:
(i)
portion sizes, weights and images on the Website are indicative only and the Product you receive may vary slightly in appearance, size or presentation from the image shown;
(ii)
the colours of our Products are displayed accurately on the Website, however the actual colours that you see on your device may vary depending on the device that you use; and
(iii)
the descriptions, ingredients and allergen information are provided by the Restaurant, may change from time to time, and are not within our control.
(c)
We rely on the Product information (including descriptions, ingredients, allergen and dietary information) supplied by the Restaurant. We therefore make no warranties as to the accuracy of this information. You may be entitled to a refund if a Product is not as described on our website, in accordance with clause 9.5.
(d)
Risk in the Products will pass to you on delivery in accordance with clause 13. Delivery must not be refused by you.
(e)
Restaurants are under a legal duty to supply you with Products that are in conformity with this contract (subject to your Order being accepted and confirmed).
(f)
The packaging of the Products may be different from that shown on the Website.
7. Food, Allergens, Age-Restricted Products and Customer Service
7.1
Each Restaurant, and not Everything Blue, is solely responsible for the preparation, packaging, content, quality, labelling and safety of the Products it offers, and for the accuracy of all allergen, ingredient, dietary and nutritional information provided in respect of those Products. Everything Blue does not prepare, handle or inspect any Products.
7.2
If you have a food allergy, intolerance or other dietary requirement, you must check the relevant allergen and ingredient information and, where necessary, contact the Restaurant directly before placing your Order. Everything Blue is not liable for any allergic reaction, illness, injury or other loss arising from the preparation, handling or content of any Product, or from any error or omission in allergen or ingredient information supplied by a Restaurant.
7.3
Certain Products are age-restricted and regulated (for example, alcohol). Such Products may only be sold to, and purchased by, persons of the legal age required for that Product, and you must be of legal age to order them. The Restaurant supplying the Product, and its delivery personnel, are solely responsible for verifying the age and identity of the recipient and for checking valid photo identification on delivery or collection, and may refuse to hand over an age-restricted Product where age or identity cannot be satisfactorily verified. Everything Blue is an intermediary marketplace only; it does not sell, supply, age-verify or deliver any Product, and is not liable for any Restaurant’s or its delivery personnel’s sale or supply of, failure to verify age or identity in respect of, or failure correctly to disclose, any age-restricted or regulated Product.
7.4
Restaurants are responsible for fulfilling and delivering (or making available for collection) the Products in your Order, and for providing customer service in relation to your Order, including in respect of the Products, their preparation and their delivery. Any query, complaint or request relating to your Order should be directed to the relevant Restaurant in the first instance.
7.5
All payments for Orders are processed by Everything Blue. Accordingly, any refund must be requested through, and will be processed by, Everything Blue and not directly by the Restaurant. Refunds are dealt with in accordance with our refund policy, which is available on request and which forms part of these terms.
8. Delivery and Collection
(a)
Delivery costs will be added to the cart upon checkout. The Price displayed at checkout is inclusive of delivery to the address chosen by you.
(b)
During the online checkout process, you will be given available delivery options to choose from.
(c)
The estimated date and time window for delivery of Products is set out on the Website, and in your Order.
(d)
If something happens which is outside of our control (or the control of a Restaurant) and affects the estimated date of delivery, we will provide you with a revised estimated date for delivery.
(e)
Delivery will take place to the address provided by you when you placed your Order with us.
(f)
If a Restaurant is unable to deliver your Order (or make it available for collection) within a reasonable period of the estimated delivery or collection time, we will:
(i)
let you know;
(ii)
cancel your Order; and
(iii)
give you a refund.
(g)
If nobody is available to take delivery when it is delivered to your delivery address, please contact us using the contact details on the Website.
(h)
You are responsible for any Products once it has been delivered to the address specified by you when you placed your Order. In other words, the risk in the Products passes to you when you take, or a third party notified by you takes, possession of the Products.
(i)
Third party courier terms apply to the delivery of the Products to you. Any problems with delivery should be directed to us to troubleshoot the issue. We will endeavour to assist you to ensure your delivery arrives. Subject to the other provisions of this clause 8 all delivery times provided to you are estimates only and are subject to delays and reasons beyond our control. We do not warrant or make any representation that your order will be delivered within the times indicated. We will not be liable for any loss or damage suffered as a result of or in connection with late deliveries.
9. Cancellations & Returns
9.1 Cancellation by the Restaurant
(a)
Everything Blue will have no liability or obligation to you if a Restaurant cancels an Order at any time after you have placed your Order.
(b)
If a Restaurant cancels an Order in respect of their Products, then you will be refunded the Price paid in respect of the Products (including any relevant delivery costs).
9.2 Cancellations by You
You may cancel your Order at any time before the relevant Restaurant accepts your Order or begins preparing it (whichever is earlier). To request a cancellation, contact us through the Website or app as soon as possible; we will let you know whether the Restaurant has already accepted or started preparing your Order. Once the Restaurant has accepted your Order or begun preparation, your Order is binding and cannot be cancelled or changed by you, except as set out in the rest of this clause 9. Our refunds and exchanges process may apply.
9.3 Change of Mind
(a)
Because Products supplied through the Website are prepared meals and other perishable food and drink intended for immediate consumption, the statutory 14-day cancellation right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 does not apply to your Order (see regulation 28). You may, however, request to cancel your Order for change of mind in accordance with clause 9.4. If the Restaurant has not yet accepted or started preparing your Order, we will cancel it and refund the Price in full. If the Restaurant has already accepted your Order or begun preparing it, no refund will be due for change of mind, although we may, in our sole discretion or in accordance with our refund policy, agree to a partial or full refund on a goodwill basis.
(b)
This clause 9.3 does not affect your statutory rights, including those set out in clause 9.7, or your right to a refund where there is a problem with your Order under clause 9.5.
9.4 Orders That Cannot Be Cancelled for Change of Mind
(a)
Once a Restaurant has accepted your Order or begun preparing it, change-of-mind cancellation does not apply to any Product that has been made or personalised to your Order (for example, made to your dietary, ingredient or preparation specifications).
(b)
Change-of-mind cancellation also does not apply to prepared meals, food, drink or other perishable Products supplied through the Website, once your Order has been accepted by the Restaurant.
(c)
For these Products, neither Everything Blue nor the relevant Restaurant is obliged to offer a refund under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (see regulations 28(1)(c) and 28(1)(d)).
(d)
This does not affect your statutory rights, including in relation to a problem with your Order, as set out in clause 9.5.
9.5 Problems With Your Order
(a)
Under the Consumer Rights Act 2015, Products supplied to you must be of satisfactory quality, fit for purpose and as described. In addition to your statutory rights, you may be entitled to a refund (in whole or in part), a replacement or a re-delivery where: (i) an item is missing from the Order you receive; (ii) you receive an item that is materially different from what you ordered; (iii) the Products are not of satisfactory quality on delivery or collection (for example, they are spoiled, cold on arrival in circumstances where this materially affects the Product, or visibly damaged such that they are not fit to be consumed); (iv) the Products do not match the description, ingredients or allergen information made available to you at the time of Order; or (v) the Order is not delivered, or is delivered materially outside the estimated delivery window, and the delay is not caused by you. Nothing in this clause 9.5 requires Everything Blue or any Restaurant to provide a refund, replacement or re-delivery where the problem is caused by you (including failure to be available to take delivery at the address and time confirmed in your Order, or providing an incorrect delivery address).
(b)
Where a refund is due to you under this clause 9.5, we will reimburse the relevant portion of the Price together with any delivery charge attributable to the affected Products (except for any supplementary cost arising if you chose a delivery option other than the least expensive standard option offered to you).
9.6 How to Report a Problem
(a)
To claim a refund, replacement or re-delivery under clause 9.5, you must contact us through the Website or app as soon as reasonably possible after the issue becomes apparent and in any event:
(i)
within 24 hours of delivery (or scheduled collection time) for issues relating to the condition, quality, temperature or content of the Products (for example, missing items, wrong items, spoiled or cold food, or incorrect allergen or ingredient information); and
(ii)
within 48 hours for any other issue arising under clause 9.5.
When you contact us, please provide your Order number, a description of the problem, and (where relevant) clear photographs of the Products and their packaging as received.
(b)
Any refund owed to you will be paid to the same payment method you used for the Order, unless we have expressly agreed otherwise.
(c)
Any refund will be paid without undue delay, and in any event within 5 business days of the day on which we confirm to you that a refund is payable.
(d)
We may withhold or decline a refund where, acting reasonably, we consider that the claim is not made out under clause 9.5, that the issue was caused by you, or that the report was not made within the timeframes set out in this clause 9.6. Refunds are otherwise dealt with in accordance with our refund policy, which forms part of these terms.
9.7 Consumer Rights
(a)
Your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’) are set out at the top of this agreement. They are a summary of some of your key rights. For more detailed information on your rights and what you should expect from us, please:
(i)
contact us using the contact details on our site; or
(ii)
visit the Citizens Advice website www.citizensadvice.org.uk or call 0808 223 1133.
(b)
Nothing in these terms affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights under law.
(c)
If there is a problem with your Order, please contact us via the Website in accordance with clause 9.6.
10. Eligibility
(a)
This Website is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Website. By using the Website, you represent and warrant that you:
(i)
have not been suspended or prohibited from using the Website; and
(ii)
are either:
(A)
over the age of 18 years and accessing the Website for personal use; or
(B)
accessing the Website on behalf of someone under the age of 18 years old and consent to that person’s use of the Website.
(b)
Please do not access the Website if you are under the age of 18 years old and do not have your parent or guardian’s consent, or if you have previously been suspended or prohibited from using the Website.
(c)
If you use the Website on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” and “Customer” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Website on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
11. Your Obligations
As a Customer, you agree:
(a)
not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
(b)
to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify Everything Blue of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Website’s security;
(c)
to not use the Website for any purpose other than for the purpose of making arrangements to receive Products, including:
(i)
you must not use the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job or a sale which includes illegal goods, activities or purposes); and
(ii)
you must not use the Website in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by Everything Blue;
(d)
not to act in any way that may harm the reputation of Everything Blue or associated or interested parties or do anything at all contrary to the interests of Everything Blue or the Website;
(e)
you must not make any automated use of the Website and you must not copy, reproduce, translate, adapt, vary or modify the Website without the express written consent of Everything Blue;
(f)
that Everything Blue may change any features of the Website or Products offered through the Website at any time without notice to you;
(g)
that information given to you through the Website, by Everything Blue or another User including a Restaurant, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information;
(h)
that Everything Blue may cancel your account at any time, including if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 11; and
(i)
that you will be required to use a Third Party Payment Platform in making or receiving any payments via the Website (Third Party Payment Platform), you warrant that you have read, understood and agree to be bound by the relevant Third Party Payment Platform’s terms of use, being:
(i)
at present Stripe, and Stripe’s terms are available at https://stripe.com/gb/legal; and
(ii)
the terms of use of other third party payment portals or other payment methods from time to time, that will be available on other payment portal websites.
12. Posted Materials
12.1 Warranties
By providing or posting any information, materials or other content on the Website (Posted Material), you represent and warrant that:
(a)
you are authorised to provide the Posted Material (including by being authorised to provide any goods and services that you represent you provide);
(b)
the Posted Material is accurate and true at the time it is provided;
(c)
any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
(d)
the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
(e)
the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
(f)
the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Website or any network or system; and
(g)
the Posted Material does not breach or infringe any applicable laws.
12.2 Licence
(a)
You grant to Everything Blue a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for Everything Blue to use, such Posted Material.
(b)
If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release Everything Blue from any and all claims that you could assert against Everything Blue by virtue of any such moral rights.
(c)
You indemnify Everything Blue against all damages, losses, costs and expenses incurred by Everything Blue arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.
12.3 Removal
(a)
Everything Blue acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, Everything Blue may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Website) at any time without giving any explanation or justification for removing the Posted Material.
(b)
You agree that you are responsible for keeping and maintaining records of Posted Material.
13. Service Limitations
The Website is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that Everything Blue cannot and does not represent, warrant or guarantee that:
(a)
the Website will be free from errors or defects;
(b)
the Website will be accessible at all times;
(c)
messages sent through the Website will be delivered promptly, or delivered at all;
(d)
information you receive or supply through the Website will be secure or confidential; or
(e)
any information provided through the Website is accurate or true.
14. Intellectual Property
(a)
Everything Blue retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Website (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.
(b)
You may make a temporary electronic copy of all or part of the Website Content for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website Content without prior written consent from Everything Blue or as permitted by law.
(c)
In this clause 14, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement worldwide.
15. Third Party Content
The Website may contain text, images, data and other content provided by a third party and displayed on the Website (Third Party Content). Everything Blue accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.
16. Third Party Terms
(a)
Any service that requires Everything Blue to acquire goods and services supplied by a third party on behalf of the Customer (including a third party payment service, like the Third Party Payment Platform may be subject to the terms and conditions of that third party (Third Party Terms), including ‘no refund’ policies.
(b)
Restaurants will have their own terms in respect of the Products they sell on our Website (Restaurant Terms), which will apply in addition to the terms of this agreement (to the extent they are not inconsistent with this agreement) and you should read the Restaurant Terms before you place an Order for Products from that Restaurant.
(c)
Users agree to familiarise themselves with any Third Party Terms applicable to any such goods and services and, by instructing Everything Blue to acquire the goods or services on the User’s behalf, the User will be taken to have agreed to such Third Party Terms.
17. Security
Everything Blue does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Website. You should take your own precautions to ensure that the process you employ to access the Website does not expose you to the risk of viruses, malicious computer code or other forms of interference.
18. Disclaimer & Liability
(a)
(Introduction service) Everything Blue is a medium that facilitates the introduction of Customers and Restaurants for the purposes of buying and selling Products. Everything Blue simply collects a service fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Customers and Restaurants in relation to such Products or otherwise resulting from the introduction other than where Everything Blue is a Restaurant of the Products.
(b)
(Limitation of liability) To the maximum extent permitted by applicable law, Everything Blue excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Website or its use or any services provided by any Restaurant. This includes the transmission of any computer virus.
(c)
(Indemnity)You agree to indemnify Everything Blue and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:
(i)
breach of any term of this agreement;
(ii)
use of the Website; or
(iii)
your provision or receipt of Products from another User.
(d)
(Consequential loss) To the maximum extent permitted by law, under no circumstances will Everything Blue be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Website, this agreement or their subject matter, or any services provided by any Restaurant (except to the extent this liability cannot be excluded at law).
(e)
To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under agreement including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
19. Confidentiality
You agree that:
(a)
no information owned by Everything Blue, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and
(b)
all communications involving the details of other users on this Website and of the Restaurant are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.
20. Privacy
You agree to be bound by the clauses outlined in Everything Blue’s Privacy Policy, which can be accessed here.
21. Termination
(a)
Everything Blue reserves the right to terminate a User’s access to any or all of the Website (including any Account, Listings and other memberships) at any time without notice, for any reason.
(b)
Users may terminate their Account or membership on the Website at any time by using the Website’s functionality where such functionality is available. Where such functionality is not available, Everything Blue will effect such termination within a reasonable time after receiving written notice from the User.
(c)
Notwithstanding termination or expiry of your Account or membership or this agreement, the provisions of clause 18 and any other provision which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.
22. Record / Audit
To the extent permitted by law, Everything Blue reserves the right to keep all records of any and all transactions and communications made through this Website between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving Everything Blue.
23. Linked Businesses
You acknowledge and agree that:
(a)
the Website provides links and introductions to Restaurants owned and operated by third parties that are not under the control of Everything Blue;
(b)
the provision by Everything Blue of introductions to Restaurants does not imply any endorsement or recommendation by Everything Blue of any Restaurant; and
(c)
Everything Blue does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Restaurant who uses or is listed on the Website.
24. Communication Outside the Website
(a)
You must not communicate with a Restaurant, or request or entice a Restaurant to communicate with you, outside the Website (except in the course of accepting the Restaurant’s Products under this agreement).
(b)
Everything Blue, in its absolute discretion, may cancel your Account and suspend you from using the Website if it finds or suspects that you have breached or are in breach of this clause 24.
25. Notices
A notice or other communication to a party under this agreement must be:
(a)
in writing and in English; and
(b)
delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond for the purposes of the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
(c)
Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i)
24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
(ii)
when replied to by the other party,
whichever is earlier.
26. VAT
Unless otherwise indicated, amounts stated in on the Website do not include VAT. In relation to any VAT payable for a taxable supply by a Restaurant or Everything Blue, you must pay the VAT subject to receiving a tax invoice.
27. General
27.1 Governing Law and Jurisdiction
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
27.2 Waiver
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
27.3 Third Party Rights
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
27.4 Severance
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
27.5 Assignment
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
27.6 Costs
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
27.7 Entire Agreement
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
27.8 Interpretation
(a)
(singular and plural) words in the singular includes the plural (and vice versa);
(b)
(gender) words indicating a gender includes the corresponding words of any other gender;
(c)
(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d)
(person)a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e)
(party)a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f)
(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(g)
(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(h)
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i)
(includes)the word “includes” and similar words in any form is not a word of limitation;
(j)
(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
(k)
(currency) a reference to £ or GBP is to pound sterling currency unless otherwise agreed in writing.
(l)
(intermediary) Everything Blue operates an online marketplace that acts solely as an intermediary between Customers and Restaurants. Each contract for the supply of Products is made directly between you and the relevant Restaurant; Everything Blue is not the seller or supplier of any Product and is not a party to that contract. The Restaurant, and not Everything Blue, is solely responsible for all matters relating to the Products, including their preparation, ingredients, allergen accuracy, packaging, age-verification, delivery and customer service. To the maximum extent permitted by law, Everything Blue is not liable for any loss, damage, illness or injury arising from any Product or from any act or omission of a Restaurant or its delivery personnel. Nothing in this agreement limits or excludes liability that cannot be limited or excluded by law, or affects your statutory rights as a consumer.