Customer Terms And Conditions

Customer Terms & Conditions

This agreement governs your use of Make Your Daywebsite, accessible at www.makeyourdaymarketplace.co.uk (Website) and any goods or services made available through the Website. By using the Website, creating an Account and/or placing an Order via our Website you agree to be bound by this agreement which forms a binding contractual agreement between you, the Customer, and us, Make Your Day Ltd a company registered in England and Wales under company number: 15977559 with registered office 86 Cromley Road, High Lane, Stockport, England, SK6 8BU (Make Your Day, we or us).

In this agreement, when we refer to:

(a) “the Customer, you, your”, 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 products and services from Sellers available through the Website;

(c) “Sellers”, we are referring to sellers of the Products on the Website, being separate legal entities from Make Your Day (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 Sellers.

Your Key Information

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that up to 14 days after receiving your Products, in some cases, you can change your mind and get a full refund. Please note this does not include:

contracts for goods that are made to your specifications or are clearly personalised – Where Products are custom-made for you, this 14 day cooling off period will not apply; or
contracts for goods which are sealed for hygiene reasons (such as earrings, underwear or swimear) once unsealed – Where you have removed a hygiene seal from an item, the Seller may not accept a return under your 14 day cooling off period, unless that item is faulty.

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.

During the expected lifespan of your Products, if this Act applies to you, you’re entitled to the following:

up to 30 days: if your goods are faulty, you can get a refund;
up to six months: if it can’t be repaired or replaced, then you’re entitled to a full refund in most cases;
up to six years: if the goods do not last a reasonable length of time, you may be entitled to some money back.

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: customerservices@makeyourdaymarketplace.co.uk

1. Accepting these terms

By clicking the “I accept these Terms” button on our Website you agree to be bound by these Terms which form a binding contractual agreement between you and us.

We may change these Terms at any time by notifying you, and your continued use of the Website following such an update will represent an agreement by you to be bound by the Terms as amended.

2. 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 Make Your Day from time to time.

(c) You warrant that any information you give to Make Your Day 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, Make Your Day may, in its absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

(e) Make Your Day reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.

(f) Make Your Day may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.

3. Orders 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 Seller of the Products in your Order.

(b) If your Order is for multiple Products, whether or not the Products are from different Sellers, each item of Products in your Order will constitute a separate Order and may be:

(i) Cancelled by the respective Seller if that Seller is unable to fulfil the Order for the relevant Products;
(ii) Shipped from different locations (including different countries of origin) 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 Make Your Day will keep a Service Fee which will be a percentage of the Price.

4. 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 Seller is made, we can only do this if you agree to it.

5. Payment

(a) (Payment obligations) Unless otherwise agreed in writing you must pay the Price for all Products including any applicable shipping or delivery costs specified in an Order prior to the Seller providing those Products.

(b) (Third Party Payment Platform) Make Your Day processes payments through a Third Party Payment Platform as set out in clause 10(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 Make Your Day 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.

6. Sellers

(a) Our Website allows Customers to shop Products from Sellers. We rely on the information supplied by the Sellers to:

(i) Determine whether they meet our requirements; and
(ii) When making any statements as to the Sellers’ and their Products on our Website.

(b) Whilst we use our best endeavours to verify the accuracy of the Sellers information,, including any information and supporting certificates, documents about the Sellers and their Products, on our Website, we act solely as a marketplace platform for Sellers to sell their Products and do not have control over the Sellers’ business or practices, or the information they supply or provide on the Website.

7. Goods

(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 Sellers 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. Sellers will try to make sure that:

(i) all sizes and measurements set out on the Website are as accurate as possible, but due to the nature of the Products, there may be some small deviations in such sizes and measurements in the actual Products than those specified on the Website;
(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 material, care instructions, and measurements are provided by the Seller and from time to time may change.

(c) We rely on the Product information (including sizes, materials, and sustainability, from the Seller. 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 8.5.

(d) Until the price of your Products is paid in full, title in those Products is retained by the relevant Seller of the Products. Risk in the Products will pass to you on delivery in accordance with clause 12. Delivery must not be refused by you.

(e) Sellers 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.

8. Delivery and shipping

(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.

(d) If something happens which is outside of our control (or the control of a Seller) and affects the estimated date of delivery, the Seller 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 nobody is available to take delivery when it is delivered to your delivery address, please contact the Seller via the Website.

(g) You are responsible for any Product 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.

(h) Third party courier terms apply to the delivery of the Products to you. Any problems with delivery should be directed to the Seller to troubleshoot the issue. Subject to the other provisions of this clause 7 all delivery times provided to you are estimates only and are subject to postal delays and reasons beyond our (and the Seller’s) 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.

(i) Make Your Day reserves the right to refuse orders from outside of the United Kingdom (International Orders). International Orders may be subject to customs and import duties upon reaching its country of destination. We will notify you at checkout if customs or import duties will apply to your International Order. You will be responsible for paying all customs and import duties and acknowledge that failure to pay may result in your order being held at customs. We will not be liable for any costs you may incur in having your order released from customs, including reimbursing you for any customs or import duties you may pay.

9. Cancellations and returns

9.1 Cancelation by the seller

(a) Make Your Day will have no liability or obligation to you if a Seller cancels an Order at any time after you have placed your Order.

(b) If a Seller cancels an Order in respect of their Products, then you will be refunded the Price paid in respect of the Products (including any relevant shipping costs).

9.2 Cancelations by you

You may cancel your Order up to the time that we confirm your Order in writing to you. Once we confirm your Order, your Order is binding and cannot be changed by you, subject to the rest of this clause 8. Our refunds and exchanges process may apply.

9.3 Orders than can be cancelled for change of mind

(a) For many contracts for the sale of Products (except those set out in clause 8.4), you have the right to cancel your Order of those Products without giving any reason.

(b) This cancellation period will expire after 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the relevant goods.

(c) To exercise the right to cancel, you must inform the Seller of your decision to cancel the contract by a clear statement to the Seller in writing, for example by message via the Website.

(d) To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

9.4 Orders that cannot be cancelled for change of mind

(a) The right to cancel for change of mind (as set out in clause 8.3) does not apply to Orders for the following:

(i) Products that are made to your specifications or are clearly personalised; or
(ii) Products which have been sealed for hygiene reasons (such as underwear, swimwear or jewellery), and which are unsealed after delivery to you.

(b) For these goods, Make Your Day and the relevant Seller are under no obligation to offer a refund under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

9.5 Faulty goods

For all Products purchased, you have statutory rights if your order has been damaged in transit or the Products were not of satisfactory quality or as described, which may entitle you to a replacement or refund. This does not apply in respect of loss or damage to Products caused by you, or otherwise caused to the goods after they entered your possession.

9.6 Returns process

(a) If you wish to cancel this contract (including all or part of an Order):

(i) due to change of mind, in accordance with clause 8.3; or
(ii) due to the Products being faulty, in accordance with clause 8.5,

you will be reimbursed for the part of the Order which is being cancelled, including the cost of delivery (limited to the least expensive delivery option offered at the time of purchase, subject to clause 8.5(b)), and the process set out in this clause 8.6 will apply, provided that:

(iii) clause 8.3 applies to the relevant Products; or
(iv) the relevant Products are faulty in accordance with clause 8.5,

and if neither apply, then we may refuse your refund/cancellation request.

(b) You will be refunded to the same method of payment for issuing any refund owed to you using the method you used for your initial payment, unless we have expressly agreed otherwise.

(c) We may make a deduction from any reimbursement issued to you for loss in value of any goods supplied, if the loss is the result of unnecessary handling by you.

(d) Your refund owed to you will be paid without undue delay, and not later than:

(i) 5 business days after the day the Seller receives back from you any Products supplied; or
(ii) if there were no Products supplied, 5 business days after the day on which we are informed about your decision to cancel this contract (if applicable).

(e) For any requested refund under clause 8.5, we may withhold reimbursement until we have inspected the relevant Products, to ensure that they are faulty, and that a refund is appropriate.

(f)If you have received the Products and wish to cancel this agreement under this clause 8.6:

(i) you must send back the Products to the us or the Seller (as directed by us) without undue delay and in any event not later than 14 days from the day on which you communicate your cancellation from this agreement to us (if this clause 8.6 is applicable). The deadline is met if you send back the Products before the period of 14 days has expired;
(ii) you will have to bear the direct cost of returning the Products;
(iii) you must provide us with an image of the packaged Products and postage tracking number; and
(iv)you will only be liable for any diminished value of a Good resulting from your handling of the Good to the extent that handling wasn’t necessary to establish the nature, characteristics and functioning of the Good.

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.

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 Make Your Day 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 Make Your Day;

(d) not to act in any way that may harm the reputation of Make Your Day or associated or interested parties or do anything at all contrary to the interests of Make Your Day 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 Make Your Day;

(f) that Make Your Day 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 Make Your Day or another User including a Seller, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information;

(h) that Make Your Day 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 0; 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 Make Your Day 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 Make Your Day 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 Make Your Day from any and all claims that you could assert against Make Your Day by virtue of any such moral rights.

(c) You indemnify Make Your Day against all damages, losses, costs and expenses incurred by Make Your Day arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

12.3 Removal

Make Your Day 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, Make Your Day 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.

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 Make Your Day 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;

(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) Make Your Day 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 Make Your Day or as permitted by law.

(c) In this clause 13, “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). Make Your Day 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 Make Your Day 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) Sellers will have their own terms in respect of the Products they sell on our Website (Seller 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 Seller Terms before you place an Order for Products from that Seller.

(c) Users agree to familiarise themselves with any Third Party Terms applicable to any such goods and services and, by instructing Make Your Day 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

Make Your Day 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 and liability

(a) (Introduction service) Make Your Day is a medium that facilitates the introduction of Customers and Sellers for the purposes of buying and selling Products. Make Your Day 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 Sellers in relation to such Products or otherwise resulting from the introduction other than where Make Your Day is a Seller of the Products.

(b) (Limitation of liability) To the maximum extent permitted by applicable law, Make Your Day 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 Seller. This includes the transmission of any computer virus.

(c) (Indemnity) You agree to indemnify Make Your Day 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 Make Your Day 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 Seller (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.

(f) Nothing in this agreement shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.

19. Confidentiality

You agree that:

(a) no information owned by Make Your Day, 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 Seller 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 Make Your Day’s Privacy Policy, which can be accessed here.

21. Termination

(a) Make Your Day 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, Make Your Day 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 17 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, Make Your Day 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 Make Your Day.

23. Linked businesses

You acknowledge and agree that:

(a) the Website provides links and introductions to Sellers owned and operated by third parties that are not under the control of Make Your Day;

(b) the provision by Make Your Day of introductions to Sellers does not imply any endorsement or recommendation by Make Your Day of any Seller; and

(c) Make Your Day does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Seller who uses or is listed on the Website.

24. Communication outside the website

(a) You must not communicate with a Seller, or request or entice a Seller to communicate with you, outside the Website (except in the course of accepting the Seller’s Products under this agreement).

(b) Make Your Day, 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 23.

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 Seller or Make Your Day, 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 Joint and several liability

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

27.6 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.

27.7 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.

27.8 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.

27.9 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.