Sellers Terms And Conditions

Sellers Terms & Conditions

The Seller terms and conditions below (Terms) 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, you agree to be bound by this agreement which forms a binding contractual agreement between you, the Seller, 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).

1. Definitions

(a) In these Terms, the following words have the corresponding meaning:

(i) Account means your seller account on the Website;

(ii) Commission means the commission payable to Make Your Day for each Order placed, being 17.5% of the Price otherwise agreed between the parties in writing;

(iii) Customer means a customer of the Website, being a person or entity who places an order for Products (whether sold by you or another User) on the Website;

(iv) Customer Terms means the terms applicable to the Customers (and which will apply to your sale of Products to Customers via the Website), found here;

(v) Products means the products, goods and services available for purchase on the Website including but not limited to the Products available in your Listing;

(vi) Listing means a listing for the sale of Products;

(vii) Order means an order for Products placed by a Customer via the Website;

(viii) Price means the price payable for the Products in a listing, as set by the Seller;

(ix) Remaining Amount means the Price less the Commission;

(x) Seller, you, your means you, the party accepting these Terms and listing Products for sale on the Website;

(xi) Third Party Payment Website means any third party payment Website available to make or receive payments on the Website, as set out in clause 13(i);

(xii) User means any user of the Website including without limitation you, other sellers and Customers.

(b) In addition to the above words, throughout these Terms we may define additional words and phrases.

2. Accepting These Terms

(a) 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.

(b) 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.

3. Representing a company

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 “Seller” 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.

4. Accounts

(a) All Sellers are required to sign-up to and create an Account on Website.

(b) As part of the Account registration process and as part of your continued use of the Website, you are required to provide:

(i) Contact information and details, such as your email address, first and last name, mobile phone number, and other information as determined by Make Your Day from time to time;
(ii) Seller logos;
(iii) A description of your business and Products; and
(iv) High resolution lifestyle photos, in such formats and specifications as we shall reasonably require.

(c) You warrant that any information you give to Make Your Day in the course of completing the Account registration will always be accurate, honest, correct and up-to-date.

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

(e) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

(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.

5. Listings

You acknowledge and agree that:

(a) you must use your best endeavours to provide as much information as possible in any listing you upload to offer to provide Products via the Website (Listing) including without limitation:

(i) a complete description of the Products, including materials, colour, dimensions, and weight;
(ii) excluded shipping regions;
(iii) the price of the Products on a per item basis inclusive of any VAT (Price) which is the price payable for the Product on our Website;
(iv) total stock available of the Products in the Listing; and
(v) images of the Products;

(b) you warrant that all information provided in a Listing or in respect of the Products is accurate and up to date, and you are solely responsible for updating the Listing details on the Website;

(d) Make Your Day will not be liable to you for any errors in the Listings (including any pricing errors);

(e) You will indemnify Make Your Day against any loss, claim, liability, expense or damages arising out of or in connection with a Listing or your Products;

(f) Make Your Day may choose not to accept any Listing you submit to the Website, and Make Your Day may limit the number of Listings you can submit on the Website;

(g) for each Listing you submit on the Website, if a Customer agrees to purchase the Products in that Listing by placing an Order, Make Your Day will collect a Commission.

6. Binding Contract

You agree that when a Customer places an Order for Products in one of your Listings, this constitutes a binding contract between you and that Customer, where you will provide the Customer with the Products in the Listing they accepted in exchange for your receipt of the Remaining Balance. A contract is formed in this respect when the Customer places the Order on the Website.

7. Delivery of Products

(a) Delivery of Products to Customers is the responsibility of the Seller.

(b) All Orders will be forwarded automatically to the Seller via email.

(c) It is your responsibility to regularly check the Website and your nominated email for Orders and fulfill the Orders as soon as possible.

(d) You must take all reasonable steps to provide the Products as described in every Listing that is accepted by a Customer, including by not cancelling any part of an accepted Listing and otherwise in accordance with the fulfilment timeframes as set out in the Website or as otherwise agreed in writing between you and Make Your Day.

(e) You must input the shipping and tracking details into the Website, and do all things reasonably necessary or required by Make Your Day (subject to these Terms) to provide the Customer with updates as to the shipment and delivery of their Order.

(f) Risk in the Products remains with the Seller until it is delivered to the recipient Customer.

8. Fees

8.1 Commission

(a) Once a Customer accepts a Listing on the Website, the Customer will be prompted to pay the Price via the Third Party Payment Website.

(b) You agree that we shall be entitled to retain the Commission (and may direct the Third Party Payment Website to pay to us the Commission from any Price paid by a Customer) for each Order.

(c) You are entitled to receive the Price paid by a Customer for an Order less our Commission plus, subject to clause 8.2(c), any applicable Delivery Fee (Remaining Balance).

(d) After the Third Party Payment Website receives payment from the Customer, we will ensure if you have agreed to be paid via the Third Party Payment Website, that it transfers the Remaining Balance to you within a reasonable time; or

(e) The Third Party Payment Website may hold the Remaining Balance for a reasonable period after receiving it from a Customer. For the purposes of this clause, you understand and agree that 30 days is a reasonable period.

(f) Make Your Day reserves the right to have the Third Party Payment Website hold the Remaining Balance and disperse this amount, along with other amounts, to the Seller in a bulk monthly payment.

8.2 Delivery fees

(a) Delivery of Products to Customers is the responsibility of the Seller;

(b) You may charge for delivery of Products to the Customer as part of a Listing (Delivery Fees) however the amount charged for delivery must be reasonable.

9. Promotions

(a) We may from time to time run marketing campaigns and promotions for Customers, including discounts on Products (Promotions).

(b) We will only run Promotions on your Listings with your prior, written agreement.

10. Refunds & Cancelations

10.1 Cancellations by you

Without limiting or otherwise affecting the terms of this agreement, if you wish to cancel an Order before you have fulfilled the requirements of the Order that a Customer has agreed to, you must contact us using the Website’s functionality or emailing us at customerservices@makeyourdaymarketplace.co.uk, including providing details as to why you are cancelling. If Make Your Day decides to investigate your request, you must provide assistance and information to Make Your Day as reasonably requested.

(a) If we accept your request to cancel an Order already accepted by a Customer, we may take one or more of the following actions and you authorise us to do so:

(i) cancel your Account;
(ii) refund the Price including any Commission to the relevant Customer;
(iii) require that you pay all or part of the Price (including Commission) refunded to the Customer and issue you an invoice for that amount.

10.1 Cancellations by a customer

(a) You acknowledge and agree that the Customer has the right to cancel, or return, their Order in accordance with the Customer Terms and any other right that the Customer may have at law, and where a Customer is entitled to, or otherwise granted by us in our sole discretion, a refund, you:

(i) Authorise us to issue a refund to a customer on your behalf;
(ii) Agree to indemnify Make Your Day in respect of any refunds we pay to a Customer in respect of Products supplied by you on the Website.

(b) Where we grant a refund to a Customer, we will use our best endeavours to have the returned or faulty Products returned to you. You acknowledge and agree we are not responsible nor liable to you in respect of any loss or damage to the Products, and that the return of the Products may not be possible or practicable.

11. Bypassing

(a) You agree that while you are a Seller on the Website, regardless of the reason that your Account was suspended or cancelled, you will not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any Customer whom you came to know about, or with whom you provided goods or services to directly or indirectly, by using the Website. This provision will apply whether or not the Customer or their representative is still active on the Website.

(b) Make Your Day may, in its absolute discretion, 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 11.

12. Warranties

By listing yourself as a Seller on the Website and posting a Listing, you represent and warrant that as at the date of this agreement and throughout the Term:

(a) all statements and representations you make on the Website (including in any Listing) are true, correct and not misleading;

(b) you are able to provide the Products as specified in the Listing;

(c) you have the right to provide the Products specified in the Listing to the countries in which you agree to ship to (which will be all countries in which our Website is available, unless agreed otherwise in writing);

(d) you will comply at all times with all applicable laws; and

(e) you will provide the relevant Products to Customers in compliance with all applicable laws.

13. Seller obligations

As a Seller 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 provide 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 5; and

(i) that you may be required to use a Third Party Payment Website (currently Stripe) in receiving any payments via the Website, and you warrant that you have read, understood and agree to be bound by the relevant Third Party Payment Website’s terms of use, available here https://stripe.com/gb/legal; and

(j) the terms of use of other portals or other payment methods may apply to your Account and use of the Website from time to time, and provided we have notified you of these terms you agree to be bound by those terms. If you do not agree to any third party terms, you must notify us and immediately cease using the Website.

14. Posted materials

14.1 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 is not “passing off” of any product or service and does not constitute unfair competition;

(f) 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;

(g) 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

(h) the Posted Material does not breach or infringe any applicable laws.

14.2 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, exploit or otherwise enjoy the benefit of 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.

14.3 Removal

(a) 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.

(b) You agree that you are responsible for keeping and maintaining records of Posted Material.

15. 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.

16. 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 retain ownership of the Intellectual Property Rights in all Seller Materials, and you grant to Make Your Day a non-exclusive, royalty-free, non-transferrable, revocable licence to use the Intellectual Property Rights in the Seller Materials for the purpose of providing the Website to you, including hosting Listings and facilitating Orders, as contemplated by these Terms.

(c) 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.

(d) In this clause 16:

(i) “Seller Content” means any documents or materials supplied by the Seller to Make Your Day under or in connection with these Terms including any Intellectual Property Rights attaching to those materials; and
(ii) “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.

17. 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.

18. 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 Website may be subject to the terms and conditions of that third party (Third Party Terms), including ‘no refund’ policies.

(b) You agree to familiarise yourself 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 your behalf, the Seller will be taken to have agreed to such Third Party Terms.

19. 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.

20. Disclaimer

(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.

(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 these Terms. 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.

(e) (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, except to the extent this liability cannot be excluded at law.

(d) 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.

21. Subcontracting

The Seller must not, without the prior written consent of Make Your Day and subject to clause 23, subcontract any part of this agreement.

22. Confidentiality

You agree that:

(a) no information owned by Make Your Day, including these Terms, our Commission rate, the number of sales completed via our Website, our system operations, documents, marketing strategies, staff information, and Customer information, may be disclosed or made available to any third parties; and

(b) all communications involving the details of other users on this Website (including but not limited the Customer) 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.

23. Privacy

(a) Words and phrases in this clause shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.

(b) Make Your Day will collect and process information relating to the Seller in accordance with Make Your Day’ privacy notice, available here: [link].

(c) The Seller and Make Your Day acknowledge that for the purposes of the Data Protection Legislation, Make Your Day is the controller and the Seller is the processor.

(d) The Seller and Make Your Day will comply with the Data Protection Legislation.

(e) The Seller shall, in relation to any Personal Data processed in connection with this agreement:

(i) process that Personal Data only on written instructions of Make Your Day as set out in Schedule 1;
(ii) keep the Personal Data confidential;
(iii) comply with Make Your Day’s data protection policy and other relevant policies made available to the Seller;
(iv) comply with Make Your Day’s reasonable instructions with respect to processing Personal Data;
(v) not transfer any Personal Data outside of the UK unless, in accordance with the Data Protection Legislation, the Seller ensures that (i) the transfer is to a country approved as providing an adequate level of protection for Personal Data; or (ii) there are appropriate safeguards in place for the transfer of Personal Data; or (iii) binding corporate rules are in place; or (iv) one of the derogations for specific situations applies to the transfer;
(vi) assist Make Your Day in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
(vii)notify Make Your Day without undue delay on becoming aware of a Personal Data breach or communication which relates to Make Your Day’s or Seller’s compliance with the Data Protection Legislation;
(viii) at the written request of Make Your Day, delete or return Personal Data (and any copies of the same) to Make Your Day on termination of this agreement unless required by the Data Protection Legislation to store the Personal Data; and
(ix) maintain complete and accurate records and information to demonstrate compliance with this clause 23 and allow for audits by Make Your Day or Make Your Day’s designated auditor.

(f) The Seller shall ensure that they have in place appropriate technical or organisational measures, reviewed and approved by Make Your Day, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:

(i) pseudonymising and encrypting Personal Data;
(ii) ensuring confidentiality, integrity, availability and resilience of its systems and services;
(iii) ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and
(iv) regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.

(g) Make Your Day agrees that any sub-contractor appointed under clause 21, or any other third party who the Seller shares Personal Data with for the purposes of fulfilling an Order, is a third-party processor of Personal Data under this agreement. The Seller confirms that it will enter into a written agreement, which incorporates terms which are substantially similar to those set out in this clause 23 with the sub-contractor or third-party processor. The Seller shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 23(g).

(h) The Seller shall have personal liability for and shall indemnify Make Your Day for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by the Seller of the Data Protection Legislation, and shall maintain in force full and comprehensive Insurance Policies.

24. Termination

(a) Make Your Day reserves the right to terminate your access to any or all of the Website (including any Account, Listings and other memberships), for any reason, by providing you with one months’ written notice.

(b) You may cancel your Account on the Website by providing Make Your Day one months’ written notice to [insert].

(i) the other party is in default or breach of these terms;
(ii) the other party is convicted, or any of the other party’s personnel are convicted, of a criminal offence involving fraud or dishonesty or an offence which, in the opinion of the other party, affects the other party’s obligations under these terms;
(iii) the other party or any of the other party’s personnel conducts themselves in a way tending to bring them or the other party into disrepute; or
(iv) the other party or any of the other party’s personnel has a conflict of interest that cannot be resolved to the satisfaction of the other party.

(d) Notwithstanding termination or expiry of your Account or membership or this agreement, the provisions of clause 20 and any other provision which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

25. 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.

26. 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:

(i) in respect of the Seller, to the email address supplied with the Seller’s Account; and
(ii) in respect of Make Your Day, to [insert],

(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.

27. General

27.1 Governing law & 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 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.

27.3 Unfair contract terms

To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this 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.

27.4 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.

27.5 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.

27.6 Joint & 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.

27.7 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.

27.8 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.

27.9 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.

27.10 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.

Processing of Personal Data by the Seller

1. Scope

(a) Personal data is collected, stored and analysed on Make Your Day’s systems and within the Seller’s systems only.

(b) Processing of Make Your Day’s customer data shall be undertaken within the Website and within the Seller’s systems only.

(c) Processing of Make Your Day’s customer data includes fulfilment and delivery of the Orders in accordance with the Terms only.

2. Nature

Electronically, automatically through a website or other digital service. Specifically Make Your Day’s Website.

3. Purpose of processing

To fulfil Orders of Products requested by the Customer via the Website.

4. Duration of processing

The duration of this agreement only.

5. Categories of personal data

Name, email address, postal address, phone number.

6. Categories of data subject

Customers and employees of Make Your Day.