General Terms
INTRODUCTION
This website at www.eliehair.com, including any discussion forums contained on the website (“SITE”) is operated by Elie Beauty Europe Ltd (trading as elie), a company incorporated in Rep of Ireland (registered number 9817444U with its registered address at 4 Woodlands, Carndonagh, County Donegal, Rep of Ireland, (collectively, “elie ” or “WE/US/OUR”). Elie may be contacted at the above address.
We appreciate your interest in the products and services on the Site and your visit to the Site.
AGREEMENT
USING THE SITE
If you have any queries regarding the Site of any of the information or materials contained on or in it, please contact us by email contact@eliehair.com or by telephone on +353 7493 74884.
The use of this Site is subject to these Terms of Use which set out the basic rules that govern your use of the Site. Please read the Terms of Use carefully, as your use of the Site constitutes your agreement to be bound by the Terms of Use. If you do not agree to the Terms of Use, please do not use the Site.
TERMS OF USE
1. MODIFICATION
We may change, edit, delete or revise the content of this Site from time to time, including these Terms of Use. Please check this page for changes which have been made to the Terms of Use. Your use of this Site after a change has been posted constitutes your acceptance of the amended Terms of Use.
2. TERMS OF SALE, REGISTRATION, ACCOUNTS AND PASSWORDS
2.A These Terms of Use do not apply to the sale of goods via the Site. Such sales are subject to our Terms of Sale tab
2.B Accessing certain services on the Site may require registration and the creation of an account. Please ensure that the details you provide upon registration or at any time are complete and accurate, and inform us immediately of any changes to the details you provided when registering. You will not be able to create an account unless you are at least 16 years of age.
2.C When you register for an account on the Site, you will be asked to create a password. You agree to be responsible for maintaining the confidentiality of your account details and password, and for restricting access to your computer to prevent unauthorised access to your account. You agree to promptly notify us if you have reason to believe that your account details or password have been lost, or if they are likely to be used in an unauthorised manner.
2.D We reserve the right to suspend or terminate your use of the Site at any time, for any reason, without prior notification.
3. INTELLECTUAL PROPERTY
3.A We are the owner or the licensee of all copyright, design rights, database rights, trademarks and other intellectual property rights in this Site, and in the material published on it. Your use of the Site grants no rights to you in relation to our intellectual property rights or the intellectual property rights of third parties. All such rights not expressly granted are reserved.
3.B You may access this Site only to participate in the Site or make Contributions (as defined below) or to place an order for Products. Any other use is prohibited unless agreed to by us in writing. You agree not to change or delete any ownership notices from materials downloaded or printed from the Site.
3.C You may not modify, copy, translate, broadcast, perform, display, distribute, frame, reproduce, republish, display, post, transmit or sell any content or intellectual property appearing on this Site.
3.D If you print off, copy or download any part of this Site in breach of these terms of use, your right to use this Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
4. LINKS TO THIRD PARTY WEBSITES AND RESTRICTIONS
4.A The use of third party websites is entirely at your own risk. Links contained in the Site will lead to other websites not under our control, and we accept no liability for the content of any linked site or any link contained in a linked site. Links provided on the Site are provided to you only as a convenience and the inclusion of any link does not imply reliability and endorsement by us of the content of any third party’s website.
4.B These Terms of Use do not apply to any third party website linked to the Site. You should read the terms and conditions of those websites before using them and direct any questions or comments about the linked website’s contents to the relevant website provider.
4.C You are not entitled (nor will you assist others) to set up links from your own websites to the Site (whether by hypertext linking, deep-linking, framing, toggling or otherwise) without our prior written consent, which we may grant or withhold at our absolute discretion.
4.D You agree that when accessing the Site you shall not price scrape or harvest pricing either manually or by use of a web spider, web robot or any other web crawling or other technology.
5. USER REVIEW AND CONTRIBUTIONS
5.A Users of the Site may submit product reviews, profiles, images, portfolios, videos, instructions, comments, questions, feedback, ideas, suggestions or other information or materials via the Site or otherwise (collectively “CONTRIBUTIONS”), so long as such Contributions comply with our contribution standards, set out below in CLAUSE 5.2 (“CONTRIBUTION STANDARDS”).
5.B Contribution Standards
5.B.1 These standards apply to any and all material which you contribute to this Site, and to any interactive services associated with it including our Salon & Stylist Feed. You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole.
5.B.2 CONTRIBUTIONS MUST:
5.B.2.1 be accurate (where they state facts);
5.B.2.2 be genuinely held (where they state opinions); and
5.B.2.3 comply with applicable law in the UK.
5.B.3 CONTRIBUTIONS MUST NOT:
5.B.3.1 contain any material which is defamatory of any person, obscene, offensive, hateful or inflammatory;
5.B.3.2 promote sexually explicit material;
5.B.3.3 promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
5.B.3.4 advocate, promote or assist any illegal act, including, but not limited to, violence or computer misuse or the infringement of the intellectual property rights of any other person;
5.B.3.5 be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
5.B.3.6 be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety or be likely to harass, upset, embarrass, alarm or annoy any other person;
5.B.3.7 be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity or affiliation with any person; or
5.B.3.8 give the impression that they emanate from us, if this is not the case.
5.C Failure to comply with the Contribution Standards constitutes a material breach of the Terms of Use upon which you are permitted to use this Site. We will determine, in our discretion, whether there has been a breach of the Contribution Standards through your use of this Site. If a breach of the Contribution Standards has occurred, we may take such action as we deem appropriate, including taking all or any of the following actions:
5.C.1 immediate, temporary or permanent withdrawal of your right to use this Site;
5.C.2 immediate, temporary or permanent removal of any posting or material uploaded by you to this Site;
5.C.3 issue of a warning to you;
5.C.4 legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
5.C.5 further legal action against you; and
5.C.6 disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
5.D Any Contributions shall be and remain our property, and by making a Contribution to the Site you agree to assign to us all worldwide rights, title and interest in all intellectual property in your Contributions. Thus, we will own exclusively all such rights, title and interests in any Contributions, and shall not be limited in any way in its use, commercial or otherwise, of any Contributions. We are and shall be under no obligation to maintain any Contributions in confidence, to pay any compensation or royalty for any Contributions, or to respond to any Contributions.
6. DISCLAIMER OF LIABILITY
6.A Whilst we have taken all reasonable steps to ensure the accuracy and completeness of the information on this Site, it is provided on an “as is” basis and we give no warranty and make no representation regarding the accuracy or completeness of the content of this Site. Further, no warranty is given that the Site shall be available on an uninterrupted basis, and no liability can be accepted in respect of losses or damages arising out of such unavailability.
6.B Access to and use of this Site is at the user’s own risk and we do not warrant that the use of this Site or any material downloaded from it will not cause damage to any property, including but not limited to loss of data or computer virus infection. We accept no liability for viruses or other computer contaminants. You are recommended to take all appropriate safeguards (such as installing appropriate anti-virus software) and firewalls before downloading information or images from the Site.
6.C Subject to CLAUSE 6.5 below, we shall not be liable to you for any of the following (whether or not we were advised of, or knew of, the possibility of such losses) whether arising from any claim arising out of or in connection with the use of the Site, including without limitation, under any tort, including negligence, for breach of contract, for misrepresentation (other than fraudulent misrepresentation), intellectual property infringement or under any statute or otherwise:
6.C.1 any indirect, special or consequential losses;
6.C.2 any losses or damages arising out of changes made to the content of this Site by unauthorised third parties;
6.C.3 any loss of business, data, profits, revenue, goodwill, use or anticipated savings;
6.C.4 loss or damage to your, or any third party’s, data or records;
6.C.5 any actions taken in response to breaches of the Contribution Standards set out in CLAUSE 5.3 above; or
6.C.6 any delay in, or failure of, performance of our obligations under these Terms of Use arising from any cause beyond our reasonable control including any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion, failure in information technology or telecommunications services, failure of a third party (including failure to supply data) and industrial action.
6.D Except as expressly provided in these Terms of Use, we exclude all representations, conditions and warranties whether express or implied (by statute or otherwise) to the fullest extent permitted by law.
6.E We do not seek to exclude or limit our liability to you for:
6.E.1 death or personal injury caused by our negligence;
6.E.2 fraud or fraudulent misrepresentation;
6.E.3 any terms implied under the Sale of Goods Act 1979 or the Sale of Goods and Services Act 1982;
6.E.4 any liability arising under the Consumer Protection Act 1987; or
6.E.5 any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
7. MISCELLANEOUS
7.A These Terms of Use are governed by the laws of the European Union and only the courts of the European Union (or where you are a consumer in the courts of that jurisdiction) will have exclusive jurisdiction with respect to any dispute arising under or in relation to them.
7.B If any provision of these Terms of Use is found to be invalid or unenforceable by a court, it will be severed from the rest of these Terms of Use which shall remain unaffected.
7.C No delay or failure by us to exercise any powers, rights or remedies under these Terms of Use will operate as a waiver of them, nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them.
7.D Please read the terms of the Privacy Policy which contains important information about the use of the personal information you provide when using this Site.
7.E Competitions or other promotional features which may be made available through this Site from time to time may also have specific terms and conditions. You will need to read and accept these before making a submission.
TERMS OF SALE
MERCHANT OF RECORD
Elie Beauty Europe Ltd
4 Woodlands, Carndonagh, County Donegal, Rep of Ireland.
IMPORTANT: YOUR ATTENTION IS DRAWN TO CONDITIONS 2.1, 6.3 AND 10.
1 INTERPRETATION
1.A The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions):
CONTRACT means the contract between You and Us for the sale of the Products and which incorporates these Conditions, the Order, the Order Confirmation and the Website and Retail Charter;
CONFIDENTIAL INFORMATION means any and all information provided by either party under the Contract that is either (i) marked as being confidential (or in the case of verbal discussions is later confirmed in writing to be confidential) or (ii) information (however communicated) that is of a type that the other party could reasonably have been expected to know that the information was confidential;
DELIVERY LOCATION means the place where delivery of the Products is to take place under the Contract, as set out in the Order;
ORDER means any order made by You for Our Products through Our website at www.eliehair.com;
ORDER CONFIRMATION means Our written confirmation of the Order, incorporating these Conditions;
PRICE means the price payable by You for the Products, as notified by us;
PRODUCTS means any goods to be supplied to You by Us under the Contract;
WE, OUR, OURS means Elie Beauty Europe Ltd trading as ‘elie’ (Company No: 9817444U), a company incorporated in the Rep of Ireland whose registered office is at 4 Woodlands, Carndonagh, County Donegal, Rep of Ireland;
WEBSITE AND RETAIL CHARTER means the Website and Retail Charter, a copy of which We can provide You, which is entered into by both You and Us if You intend to resell Our Products; and
YOU, YOUR, YOURS means the person(s), firm or company who purchases the Products from Us.
1.B Unless a contrary intention appears:
1.B.1 the masculine includes the feminine and the singular includes the plural, and vice versa;
1.B.2 a reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof;
1.B.3 headings are for ease of reference only and shall not affect the interpretation or construction of these Conditions;
1.B.4 any lists or examples following the word “including” shall be interpreted without limitation to the generality of the preceding words;
1.B.5 references to Conditions are, unless otherwise provided, references to clauses of these Conditions;
1.B.6 references to “writing” shall include facsimile and email.
2 FORMATION OF CONTRACT
2.A.1 Subject to Condition 2.3, the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which You purport to apply under any purchase order, confirmation of order or other document).
2.A.2 Except as otherwise provided in these Conditions, all other terms, conditions, warranties and representations (whether oral or in writing) are excluded from the Contract between Us and You. These Conditions supersede any and all prior promises, representations, undertakings or implications.
2.A.3 No statement, illustration or drawing in any circular, advertisement, trade literature or other such communication shall be deemed to imply any representation, warranty or condition. Any such statement, illustration or drawing is for guidance purposes only and shall not form part of the Contract.
2.B No terms or conditions endorsed on, delivered with or contained in an Order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.C No variation to these Conditions shall have effect unless agreed in writing by one of Our directors.
2.D Each Order shall be deemed to be an offer by You to purchase the Products from Us, subject to these Conditions.
2.E No Order placed by You shall be deemed to have been accepted by Us, and no Contract shall be formed, until an Order Confirmation has been issued by Us.
3 WEBSITE AND RETAIL CHARTER
The Website and Retail Charter contains provisions relating to the use of Our brand for the Products. You shall comply with the Website and Retail Charter and shall act in accordance with the provisions contained therein.
4 PRICE
4.A Unless agreed otherwise in writing by Us, all Prices are on ex works basis.
4.B The Price is shown in UK pounds sterling or Euros.
4.C Unless otherwise stated, the Price is exclusive of Value Added Tax which shall be added at the appropriate rate when We take Your payment for the Products You Ordered. If You require Us to deliver to a Delivery Location which is not within the UK or Rep of Ireland, You are responsible for any importation taxes, sales taxes or other charges which may be levied at that Delivery Location. Additionally, please note that when ordering from www.eliehair.com, You are considered the importer of record and must comply with all laws and regulations of the country in which You are receiving the goods.
4.D We have the right to vary the Price of the Products from time to time on reasonable notice to You but We shall not exercise our right to vary the Price of the Products after We have issued an Order Confirmation.
4.E Whilst We endeavour to ensure that all Prices displayed on Our website are accurate, errors may occasionally occur. We shall inform You as soon as We become aware of an error in the pricing of a Product. In that event, We shall also request Your confirmation whether You wish to proceed with the Order at the correct price or whether You wish to cancel Your Order. If We are unable to contact You for any reason, Your Order will be deemed cancelled. Any monies paid in respect of cancelled Orders shall be refunded in full within 30 days from the date of cancellation.
5 PAYMENT
The Price shall be due and payable by You in full and cleared funds at the time You place Your Order, unless otherwise agreed in writing by Us, and the time of payment shall always be of the essence of the Contract.
6 DELIVERY
6.A Delivery of the Products shall take place at the Delivery Location. It is Your responsibility to ensure that the address of the Delivery Location is accurate. We shall not be responsible if this Delivery Location is incorrect.
6.B Delivery is guaranteed in respect of Your Order if:
6.B.1 the Delivery Location is situated in the UK and Rep of Ireland; and
6.B.2 there is sufficient stock for Us to fulfil Your Order. We shall try to inform You, as soon as it is reasonable to do, if We find out that there is insufficient stock to fulfil Your Order. As a gesture of good will, We shall nevertheless try to deliver that part of Your Order which is in stock first, and then fulfil rest of Your Order when stock is in. However, We cannot fulfil the above commitments for any reason, this shall not entitle You to terminate this Contract.
6.C Delivery times or dates in respect of deliveries outside the UK are estimates only and are not guaranteed.
6.D The time for delivery shall not be of the essence of the Contract.
6.E We shall be entitled to deliver the Products in separate instalments. Any delay or failure by Us to deliver, or any claim by You in respect of any one or more of the instalments in accordance with these Conditions, shall not entitle You to treat the Contract as a whole as repudiated.
6.F We reserve the right, at Our sole option, to cancel or withhold the delivery of any Products, in whole or in part:
6 F.1 until receipt of Your payment for the Products;
6.F.2 if any of the events at Condition 11.1 occur.
6.G On delivery of the Products, You shall check the Products against the delivery note. We shall not be liable for any damage, destruction, breakage or shortage of the Products delivered to You, unless You give Us notice of such damage, destruction, breakage or shortage within forty-eight (48) hours of the date of delivery. Risk in the Products shall pass to You on delivery.
6.H If, for any reason, You fail to take delivery of any of the Products on the date of delivery, or We are unable to deliver the Products because You have not provided appropriate instructions, documents, licences or authorisations, We may store the Products until delivery at a later date, at Your cost (including but not limited to storage and insurance costs). If You fail to take delivery of the Products within fourteen (14) days following the date of the first attempted delivery, We may rescind the Contract and sell the Products to a third party.
6.I Subject to the other provisions of these Conditions, We shall not be liable for any direct, indirect or consequential loss, including but not limited to, loss of profit, costs, damages, charges or expenses caused by any delay in the delivery of the Products (even if caused by Our negligence). Delay in delivery of the Products, howsoever arising, shall not entitle You to terminate the Contract.
7 NON-DELIVERY
7.A We shall not be liable for any non-delivery of Products unless You give Us written notice within seven (7) days of receipt of Our advice of despatch.
7.B Our liability for non-delivery of the Products shall be limited, at Our sole discretion, to:
7.B.1 delivering the Products within a reasonable time; or
7.B.2 issuing a credit note against any invoice raised for such Products, at the pro rata Contract rate based on the quantity of the Products which have not been delivered; or
7.B.3 refunding at the pro rata Contract rate the price paid for the quantity of the Products which have not been delivered;
and this shall be Your sole and exclusive remedy in relation to such non-delivery.
8 RISK AND TITLE
8.A The Products are at Your risk from the time of delivery in accordance with Condition 6.G above.
8.B Notwithstanding Condition 8.1 above, the legal and beneficial ownership of the Products shall not pass to You until We have received in full and in cleared funds:
8.B.1 all sums due to Us in respect of the Products; and
8.B.2 all other sums due or becoming due to Us from You.
8.C Until ownership of the Products has passed to You, You must:
8.C.1 hold the Products on a fiduciary basis as Our bailee;
8.C.2 store the Products, at no cost to Us, separately from other products belonging to You so they remain readily identifiable as Our property;
8.C.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Products;
8.C.4 maintain the Products in satisfactory condition, insured on Our behalf for their full price against all risks to Our satisfaction;
8.C.5 hold the proceeds of the insurance referred to in Condition 8.3.4 on trust for Us and not mix them with any other money nor pay the proceeds into an overdrawn bank account,.
8.D In respect of Products of which ownership has not passed to You:
8.D.1 You may resell the Products, solely on the following conditions:
(a) any sale shall be effected in the ordinary course of Your business at full market value; and
(b) any such sale shall be deemed to be a sale of Our property on Your own behalf and You shall deal as principal when making such a sale[; and
(c) You shall remain liable to Us in respect of the Price of the Products which You have resold]; and
8.D.2 We shall be entitled to:
(a) recover payment for the Products notwithstanding that ownership of the Products has not passed from Us;
(b) in the following circumstances, require You to deliver up the Products to Us, and if You fail to do so forthwith, We may recover the Products:
(i) if You commit any material breach of any of Your obligations under these Conditions; or
(ii) if any of the events at Condition 11.1occur.
8.E You hereby grant Us, Our agents, sub-contractors and employees an irrevocable licence at any time to enter premises where the Products are or may be stored, to inspect these Products, or where Your right to possession has terminated, to recover these Products.
8.F Where We are unable to determine whether Your right to possession has terminated in respect of any Products, You shall be deemed to have sold all Products in the order in which We invoiced such Products to You.
8.G On termination of the Contract, howsoever arising, Our rights, but not Yours, under this Condition 8 shall remain in full force and effect.
9 FAULTY PRODUCTS
9.A In the event that any Products are found to be faulty within the earlier of twenty-four (24) months:
9.A.1 of the date You purchased the Products for Your own use; or
9.A.2 of the date of the sale by You to an end user (if You purchased the Products not as an end user);
and such date of purchase or sale, whichever is appropriate, is duly evidenced to Our satisfaction by the provision of a copy of the relevant proof of purchase or sale, You shall be entitled to return such Products to Us, in such pre-paid delivery bags as We may provide from time to time on Your request.
9.B In the event that We reasonably consider any Product returned in accordance with Condition 9.1 is:
9.B.1 not faulty; or
9.B.2 damaged or otherwise caused to be unworkable as a result of any of Your actions and/or that of the end user of the Product;
We may at Our sole discretion, return the same to You [and We reserve the right to require You to reimburse Us for Our reasonable expenses in examining and returning such Products to You]. We shall have no further obligations to You in respect of these Products.
9.C Subject to Conditions 9.1 and 9.2, We shall, at our absolute discretion:
9.C.1 repair or replace faulty Products; or
9.C.2 refund the price of faulty Products, based on the quantity of the Products which are faulty, pro rata to the Price paid under the Contract.
10 LIMITATION OF LIABILITY
10.A Nothing in these Conditions excludes or limits Our liability for death or personal injury caused by Our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be restricted by law.
10.B Save as provided by Section 12 of the Sale of Goods Act 1979 and in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.C Subject to Condition 10.1:
10.C.1 Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with or under the Contract shall be limited to the Price payable for the Products under the Contract; and
10.C.2 We shall not be liable in contract, tort (including negligence), statutory duty or otherwise howsoever for any claim, damage, loss or costs in respect of (whether direct or indirect):
(a) loss of profit;
(b) loss of use;
(c) loss of anticipated contracts and/or savings;
(d) loss of goodwill;
(e) loss of opportunity;
(f) loss of business and/or business interruption; or
(g) any indirect loss or consequential or special loss or damage;
and both You and We hereby acknowledge that each type of loss under this Condition 10.3.2 shall be severable in accordance with Condition 14.2.
10.D We shall also not be liable for, and You shall indemnify and keep indemnified Us against, any and all actions, awards, proceedings or claims, complaints, costs, expenses (including legal expenses and disbursements), penalties, damage or loss arising by reason of the sale and/or use of the Products after You become aware of any defect in the Products, or after circumstances have occurred which should reasonably have indicated to You of the existence of a defect in the Products.
11 TERMINATION
11.A If You purchase the Products as a consumer, within the meaning of the Consumer Protection (Distance Selling) Regulations 2000, You have a right to cancel this Agreement within seven working days beginning with the day after the day on which this Agreement is concluded. If You wish to cancel the Agreement, You must let Us know in writing by letter, fax or email. We shall provide you with a full refund of the Price paid within 30 days from the date on which You give Us notice of cancellation.
11.B We are entitled to terminate the Contract immediately on written notice if:
11.B.1 You fail to observe or perform any of Your obligations under the Contract; or
11.B.2 (being an individual or partnership):
(a) You suspend, or threaten to suspend, payment of Your debts, or are unable to pay Your debts as they fall due, or admit Your inability to pay Your debts, or are deemed either unable to pay Your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986;
(b) You make or propose to make an arrangement or composition with Your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors;
(c) You are or propose to become the subject of a bankruptcy petition or order;
(d) You die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing Your own affairs or become a patient under any mental health legislation;
11.B.3 (being a company):
(a) You are, or We reasonably consider You to be, unable to pay Your debts when they fall due, as defined in Section 123 of the Insolvency Act 1986;
(b) You make or propose to make any arrangement or composition with Your creditors or make an application to a court of competent jurisdiction for the protection of Your creditors in any way;
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with Your winding up;
(d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed over You;
(e) a floating charge holder over Your assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over Your assets or a receiver is appointed over Your assets;
11.B.4 You suffer actions analogous to those described in Conditions 11.2.2 and/or 11.2.3 in any jurisdiction;
11.B.5 We, acting reasonably, have serious doubts as to Your solvency;
11.B.6 any distraint is levied against You or Your property by any third party;
11.B.7 You cease, or threaten to cease, to carry on all or a substantial part of Your business; or
11.B.8 You are late in paying, or do not pay, any monies due to Us from You.
12 CONFIDENTIALITY
12.A Each party shall, and shall procure that their employees, agents, representative and sub-contractors shall, keep secret and not disclose any Confidential Information in relation to the other party obtained by reason of the Contract, except information that is in the public domain.
12.B The obligations under Condition 12.1 will not apply to the extent that the Confidential Information (based on documentary evidence):
12.B.1 is already publicly known at the time it is disclosed to the receiving party;
12.B.2 later becomes publicly known other than as a result of a breach by the receiving party of Condition 12.1;
12.B.3 was already known to the receiving party before it was disclosed;
12.B.4 is required to be disclosed by the receiving party by a court order or statutory law, provided that the receiving party will inform the disclosing party as soon as possible of any such obligation to disclose;
provided always that if the receiving party is seeking to rely upon any of the exceptions set out above then the Confidential Information shall not be deemed to be within one of the exceptions merely because it is in more general information within such exceptions. In addition, any combination of features disclosed will be deemed to be within the public domain only if both the combination itself and its use fall within the exceptions.
12.C This Condition 12 shall apply during the continuance of the Contract and after its termination howsoever arising.
13 FORCE MAJEURE
We reserve the right to defer the date of delivery of the Products or to cancel the Contract without liability to You, and We shall not be liable for any failure to meet Our obligations under the Contract if We are prevented from, or delayed in, the carrying on of Our business due to circumstances beyond Our reasonable control, including, but not limited to, acts of God, governmental actions, war or national emergency, acts of terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, snow, explosion, flood, storm, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to Our workforce), failure of a utility service or transport network, or restraints or delays affecting carriers or inability or delay in obtaining supplies or adequate or suitable materials, or other similar events.
14 GENERAL
14.A You expressly acknowledge and agree that, in entering into the Contract, You do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
14.B If any provision of the Contract or these Conditions is held invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Contract had been executed with the invalid, illegal or unenforceable provision eliminated.
14.C Each of Our right or remedy under the Contract is without prejudice to any other rights or remedies belonging to Us, whether under the Contract or not.
14.D Any failure or delay by Us in enforcing or partially enforcing any of Our rights or remedies under the Contract shall not be construed as a waiver of any of Our rights under the Contract and shall not prevent Us from later reasserting such rights or remedies.
14.E Any notice or other communication given under these Conditions shall be in writing and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered post or fax or email to Our registered office and Your address, as set out in the Contract, or such other address as shall be notified by each party to the other from time to time.
14.F Any such notice shall be deemed to have been received:
14.F.1 at the time of delivery, if personally delivered; or
14.F.2 forty-eight (48) hours from the date of posting in the case of pre-paid recorded delivery or registered post; or
14.F.3 at the time of transmission, if sent by fax; or
14.F.4 at the time the email is available to be read in the recipient’s in-box, if sent by email;
but if notice is not received within business hours (meaning 9 am to 5 pm Monday to Friday, except a public holiday in the place of receipt), the notice shall be deemed to have been received when business next starts.
14.G Except as otherwise provided in these Conditions or the Contract, a person who is not a party to the Contract shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions or the Contract.
14.H You shall not be entitled to assign, sub-contract or otherwise dispose of the Contract or any part of it without Our prior written consent.
14.I We may assign or sub-contract all or any part of Our obligations under the Contract to any person, firm or company.
14.J The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by, and construed in accordance with, English law and both You and We submit to the exclusive jurisdiction of the English courts.
15 PROMOTIONS
15.A All promotions, discounts or promotional codes available for redemption on eliehair.com, cannot be used in conjunction with any other offer.
15.B Only one promotional code can be used per order.
15.C. A promotional code cannot be applied to an order after the order has been placed.