Terms and Conditions

TERMS AND CONDITIONS (EXCHANGER)

THIS AGREEMENT sets out the terms and conditions in relation to your Membership with Us at www.fairlyexchanged.co.uk & www.fairlyexchanged.com the Services We will provide and the terms on which you may offer items or services for exchange items on our Website.

 This Agreement must be read in conjunction with our General Website User Terms, Privacy and Cookies Policy (Our Policies”) - links

BACKGROUND

A             We provide a platform on which You can offer goods or services on Our Website in exchange for other goods or services.

B.            The Website offers a means for parties to exchange goods or services only and no goods or services may be placed on the Website in return for payment;

B             You can place Advertisements on our Website as in Individual or a Business and warrant that you will abide by these terms in accordance with your Trading Status

C             The Exchanger is You placing an advertisement of exchange on our Website.

D             The Exchangee is the person requesting an exchange with You.

E              The Parties have agreed that We will allow You to use our Website to submit advertisements and that You will provide place advertisements in accordance with these terms and conditions.

F              At no time will a contract come into existence as between Us, You and the Exchangee and any contract formed between You and the Exchangee will be solely between You and the Exchangee.

G             No goods or services offered for exchange on the Website have been approved or vetted by Us.

1              Definitions and interpretation

1.1          In this Agreement, unless the context requires otherwise:

Advertisement means any information that You place on our Website offering for exchange goods or services;

Business Means someone not acting as an Individual, but acting in the course of a trade, profession or business

Business Day means a day other than a Saturday, Sunday or bank or public holiday in England;

Commencement Date means the date of this Agreement;

Exchangee means the person wishing to accept the Exchange as advertised

Exchanger means the person offering of goods or services in return for goods and services which will amount to consideration as between the Exchanger and Exchangee

Force Majeure means an event or sequence of events beyond reasonable control preventing the Exchanger, Exchangee or Us delaying from performing the obligations under this Agreement save that an inability to Exchange is not a Force Majeure event;

Good Practice means, in relation to a Business offering or accepting an Exchange, it will comply with all applicable laws in relation to the providing of goods or services and with the British Code of Advertising Practice.

Individual means someone who is not acting within the course of a trade, business or profession

Intellectual Property Rights means copyright, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;

Membership means the access that You will have to our Services and the Website upon paying the Membership Fee;

Membership Fee means the amount You agree to pay for Your Membership at such rate and for such period as set out in your Order;

Membership Term means the length of time that You have paid to use our Services and the Website

Order means the Order for Membership;

Operating rules means the rules (as amended from time to time) that affect the Exchanger's use of the Services;

Security Device means Your account codes or numbers, passwords and other security devices as may be agreed from time to time between You and Us;

Services means, as the context permits, the Services that We have agreed to provide pursuant to the purchase of Membership;

Trading Status means whether you are acting as an Individual or as a Business

Term means the length of term of Your Membership;

Trial period means a period of free Membership of 30 days;

We/Us/Our means Fairly Exchanged Limited of 10 Winston Way, Thatcham, Berkshire RG19 3TY a limited company registered in England with company number 10050022: Email: info@fairlyexchanged.com

Website means www.fairlyexchanged.co.uk & www.fairlyexchanged.com

You or Your means the Individual or Business who purchases Membership

1.2          This Agreement is to be interpreted in accordance with the following:

1.2.1      each gender includes the others and the singular includes the plural and vice versa;

1.2.2      references to clauses or schedules are to clauses or schedules of this Agreement;

1.2.3      references to this Agreement include its schedule and appendices and any Orders;

1.2.4      'including' means including without limitation and general words are not limited by example;

1.2.6      clause headings do not affect the interpretation of this Agreement;

1.2.7      a reference to a statute or a statutory provision is a reference to it as in force as at the date of this Agreement OR amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of either party under this Agreement;

1.2.8      a reference to a statute or a statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision;

1.2.9      references to time will mean London time, unless otherwise stated;

1.2.10    'in writing' means communication by letter or fax or email and written will be interpreted accordingly;

1.2.11    references to books, records or other information include paper, electronically or magnetically stored data, film, microfilm, and information in any other form; and

1.2.12    reference to any English action, remedy, method of judicial proceeding, court, legal document, legal concept, legal status, legal doctrine or thing will in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English equivalent;

1.2.13    references to a Party or Parties means You and Us.

2              Supply of Services

2.1          If You commence Membership through a Trial Period, then your Membership will automatically expire after 30 days.

2.2          You may only request a Trial Period once in any 2 year period.

2.3          During Your Membership, We agree to supply, and You agree to pay for the Membership and our Services on the terms set out in this Agreement. The procedure for applying for Membership and Our Services is set out in clause 3.

2.4          Your Membership will not automatically renew but will automatically expire at the end of the term.  We will contact you near the end of your Membership to remind you of this and you may then elect t to renew your Membership at the price in force at that time.

2.5          During Your Membership Term, if you have used our Services and the Website to offer goods or services for Exchange and wish to cancel (please see clause 10) there will be no refund available for the remainder of the Membership Term.

2.6          We hereby grant You a non-exclusive, non-transferable license to use the Website solely for the purpose of accessing and using the Service in accordance with the terms of the Agreement and nor no other purpose whatsoever.

2.7          Any request to renew the Membership Term will mean an automatic agreement by You for the terms and conditions of this Agreement to remain in force until such time as you tell us that You no longer require Our Services or Membership.

3              Orders

3.2          An Order will constitute an offer by You to purchase Our Services and Membership for the specified Membership Term the on the terms of this Agreement.

3.3          We may accept or reject an Order at our discretion. An Order will not be accepted, and no binding obligation to supply any Services will arise, until the earlier of:

3.3.1      Our written acceptance of the Order; or

3.3.2      Our supplying the Services or notifying the You that we have commenced supply of the Services (as the case may be).

3.4          Rejection by Us of an Order, including any communication that may accompany such rejection, will not constitute a counter-offer capable of acceptance by the You.

3.5          We may issue quotations to You from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by You – for the avoidance of doubt, this will include any special promotions or discounts that We may offer on the Website in any other form of writing.

4              Delivery of Services

4.1          Each Order will specify the date on which Your Membership will commence.  This is usually within 24 hours of receipt of an Order but time is not of the essence.

4.2          Orders and Membership will automatically expire at the end of the Term.

4.3          Time of delivery of our Services is not of the essence.

4.4          If You breach any of the terms of this Agreement We may at Our sole discretion:

4.4.1      terminate this Agreement and Your Membership;

4.4.2      Refuse to accept any subsequent Orders from You;

4.4.3      recover from You all losses, damages, costs and expenses incurred by Us arising from Your default.

4.5          We will not be liable for any delay in or failure of delivery to the extent caused by:

4.5.1      Your failure to: (i) provide us necessary information to provide our Services, (ii) provide Us with adequate instructions for supply or otherwise relating to the Services; or

4.6.2      an event of Force Majeure.

4.7          We will provide our Services in line with the Order.

4.8          We are not liable for any error, misprint or non-appearance of an Advertisement of exchange unless caused by our negligence, in which case You will be entitled to a re-insertion or proportionate refund. You are solely responsible for uploading of any images or descriptions of the goods or services being offered for Exchange.

4.6          We will not be responsible for offering any back-up systems in regards to the information that you submit to Us or the Website.

5              Warranties

5.1          The Services delivered by Us will be supplied with reasonable skill and care.

5.2          We will not be liable for any failure of the Services to comply with clause 5.1:

5.2.1      where such failure arises by reason of Your wilful damage or negligence;

5.2.2      to the extent caused by Your failure to comply with the Our reasonable instructions as to: (i) use or benefit from the Services, or (ii) good practice in relation to use or benefit from the Services;

5.2.3      to the extent caused by the Us following any design, specification or requirement of the Exchanger in relation to the Services;

5.2.4      to the extend caused by Our changing the our host server;

5.2.4      to the extent that the Website is not available during routine maintenance, or due to matters beyond Our control.

5.3          We will comply with all applicable laws, standards and good industry practice in the supply and delivery of the Services.

5.4          You warrant that you will;

5.4.1      Where offering goods and services for exchange as a Business

5.4.1.1   Ensure that You comply with all statutory requirements relating to the provision of goods and services pursuant to British Law including (but not limited to) the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and any other information which You are obliged to give consumers under UK law;

5.4.1.2   Ensure that Echangees are fully aware of Your own terms and conditions, complaints procedure etc.

5.4.1.3   Ensure that You comply with all Codes of Practice including Codes of Conduct laid down by the British Code of Advertising Practice.

5.4.1.4   Make it clear in any information placed on the Website that the advertisement has been placed by You acting in the course of a trade or business;

5.4.2      Where you are offering goods and services for exchange as an Individual:

5.4.2.1   Ensure that that any goods or services offered are described correctly;

5.4.2.2   You will not misrepresent any images or description given to the goods or services;

5.5          Read the terms and conditions from time to time that apply to the Exchangee's use of the Website so that You remain fully aware of what terms the Exchangees are entering when using the Website and our Policies.

5.6          Notify Us promptly of any unauthorised use of Your account details or the Website;

5.7    Be solely responsible for providing and maintaining all computer equipment and software necessary for You to access the Service

5.8.         Be solely responsible for any data, information or advertising material submitted by You on our Website or to Us in connection with the Service;

5.9  Ensure that all information that is placed on the Website or make available via the Website is true and accurate and that You confirm that: i) the publication of the advertisement will not breach any contract, infringe the copyright, trademark or other right of any third party and is not libelous of any person; ii) all licences and consents from third parties necessary for the publication of the advertisement have been obtained and paid for, including consent from living persons identified in copy or pictures (photographic or otherwise); iii) the advertisement does not unlawfully discriminate on grounds of age, sex, race or religion; iv) the advertisement is not promoting illegal goods and/or services (such as pornographic material, drugs, weapons; v) You are legally entitled to offer the goods or services legally (you cannot offer sexual services or products, alcohol etc).

5.10        That are you 18 years or over and resident in the UK.

5.11        That all goods advertised will be of satisfactory quality and fit for their general purpose;

5.12        That You clearly state within any Advertisement whether any goods are to be collected only, or if posted whether You will charge for the cost of posting.

5.13        You must comply with all tax and VAT legislation in force within the United Kingdom.

6              Price

6.1          The Price payable by You in respect of any Order for Membership are contained in the Order and may be increased by the Us in accordance with clause 6.2.

6.2          We may increase the Prices at any time – this will not affect the Membership Term that has been purchased from Us, but will affect subsequent Memberships that are purchased from Us.

7              Payment

7.1          All Payments must be made through Paypal in advance and Orders will only be accepted upon receipt of cleared funds.

8              Limitation of liability

8.1          Neither party to this Agreement limits or excludes its liability for:

8.1.1      death or personal injury caused by negligence; or

8.1.2      fraud or fraudulent misrepresentation.

8.2          Where You purchase Membership from Us as a Business, without prejudice to clause 8.1 Our total aggregate liability under or in connection with this Agreement, whether arising in tort (including negligence), contract or in any other manner will not exceed the cost paid for the Membership Term.

8.3          Where you purchase Membership for Us a Business, without prejudice to clause 8.1, Your total aggregate liability under or in connection with this Agreement, will not be limited.

8.4          Without prejudice to clause 8.1 We will not be liable to You for any:

8.4.1      loss of profits or revenues; or

8.4.2      loss of, or damage to, data or information systems; or

8.4.3      loss of contract or business opportunities; or

8.4.4      loss of anticipated savings; or

8.4.5      loss of goodwill; or

8.4.6      any indirect, special or consequential loss or damage.

9              Indemnity

9.1          You will indemnify Us and hold Us harmless from and against any losses, damages, liability, costs and expenses (including professional fees) incurred by it as a result of any action, demand or claim:

9.1.1      that You are in breach of any applicable laws as a result of any act or omission by You;

9.1.2      made against Us by a third party (including an Exchangee) arising from any defect or fault in the goods or services offered for exchange by You or by Your breach of this Agreement;

9.2.3      Where you are a Business and You breach of the Advertising Code of Conduct or any statute that applies to you as a Business providing goods and services;

each being a Claim.

9.2          In the event that either party receives notice of any Claim that affects the other party to this Agreement, it will:

9.2.1      notify the other in writing as soon as reasonably practicable;

9.2.2      not make any admission of liability or agree any settlement or compromise of the Claim without the prior written consent of each other (such consent not to be unreasonably withheld or delayed);

9.2.3      take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the Claim; and

9.2.4      provide each other with all reasonable assistance in relation to the Claim (at Your expense).

10           Termination and cancellation

10.1        Termination: During the Membership Term this Agreement may be terminated:

10.1.1 By Us where there is a breach of this Agreement by Our giving not less than 2 Business Days’ notice in writing to You where there is material breach of this Agreement and such breach is not remediable or, if capable of remedy, is not remedied within 1 Business Days of receiving written notice to do so; or

 10.1.2   by You giving 2 Business days’ notice.

10.2        In the event of termination under clause 10.1.2 by You the Agreement will come to an end on the last day of Term (i.e. if the Term runs from the 1st day of each month, and notice is on the 4th September, the Fee will be charged until 31st October). No refund will be due for the remainder of the Term in regards to the Fee paid for Membership Term.

10.3        Cancellation.

10.3.1    If You are a Business, You may cancel the Agreement at any time and the Agreement will come to an end on the last day of Term (i.e. if the Term runs from the 1st day of each month, and notice is on the 4th September, the Fee will be charged until 31st October). No refund will be due for the remainder of the Term in regards to the Fee paid for Membership Term.

10.3.2    If You are an Individual, You understand that use of our Services and the Website will be available to you from the Commencement Date.  You may cancel Your Membership within 14 days of the Commencement Date and, provided you have not accessed our Services or Website, you will receive a full refund using the same method of payment that you used to pay Us.  You will not be entitled to a refund after the first 14 days following the Commencement Date or if you have started to use our Services or the Website. You can cancel Your Membership by Writing to Us at:

Email: info@fairlyexchanged.com

We will need to know your full name, address when you contact Us.

10.4        If you cancel your Membership after the 14 days period the Agreement will come to an end on the last day of Term (i.e. if the Term runs from the 1st day of each month, and notice is on the 4th September, the Fee will be charged until 31st October). No refund will be due for the remainder of the Term in regards to the Fee paid for Membership Term.

10.5        The following clauses of this Agreement will survive termination, howsoever caused:

Clause 8 (limitation of liability);

clause (indemnity);

clause 9 (termination);

Clause 14 (general);

clause 16 (governing law and jurisdiction),

together with any other provision of this Agreement which expressly or by implication is intended to survive termination.

11           Confidential information

11.1        Each party undertakes that it will keep any information that is confidential in nature concerning the other party, the terms of this Agreement and the information relating to any Exchangee.

11.2        A party may:

11.2.1    disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 11 as if it were a party;

11.2.2    disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

11.2.3    use Confidential Information only to perform any obligations under this Agreement.

11.3        Each Party recognises that any breach or threatened breach of this clause 11 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the Parties agree that the non-defaulting Party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

11.4        This clause 11 will bind the Parties during the Term and for a period of 2 years following termination of this Agreement.

12           Dispute resolution

12.1        The Parties will attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Agreement within 14 Business Days of either party notifying the other of the dispute and such efforts will involve the escalation of the dispute to the senior management of each party.

12.2        Nothing in this dispute resolution procedure will prevent the parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act.

12.3        If the dispute cannot be resolve then We may consider but are not bound to use an Alternative Dispute Resolution Service.

12.4        The obligations of the parties under this Agreement will not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and each party, its subcontractors and their Representatives will comply fully with the requirements of this Agreement at all times.

13           Force Majeure

13.1        A Party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

13.1.1    promptly notifies the other of the Force Majeure event and its expected duration; and

13.1.2    uses reasonable endeavours to minimise the effects of that event.

13.2        If, due to Force Majeure, a party:

13.2.1    is or will be unable to perform a material obligation; or

13.2.2    is delayed in or prevented from performing its obligations for a continuous period exceeding 30 calendar days then the other party may terminate the Agreement on immediate written notice.

13.3        For the duration of a Force Majeure event affecting a party to this Agreement, the obligations of the other Party will be suspended for the corresponding period of time.

14           General

14.1        Compliance with law

Each party will comply and will (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its Representatives will comply with all applicable laws and regulations, provided that neither party will be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other party or that party's Representatives.

14.2        Set-off

You must pay all sums that You owe Us under this Agreement free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

14.3        No partnership or agency

The parties are independent of each other and are not partners, principal and agent and, save as expressly stated otherwise, this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither of the parties will have, nor will represent that it has, any authority to make any commitments on the other Party's behalf.

14.4        Variation

No variation of this Agreement will be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed (as the case may be) by, or on behalf of, each party.

14.5        Severance

If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement will not be affected.

14.6        Waiver

14.6.1    No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement will operate as a waiver of that right, power or remedy, nor will it preclude or restrict any future exercise of that or any other right, power or remedy.

14.6.2    No single or partial exercise of any right, power or remedy provided by law or under this Agreement will prevent any future exercise of it or the exercise of any other right, power or remedy.

14.6.3    A waiver of any term, provision, condition or breach of this Agreement will only be effective if given in writing and signed by the waiving Party, and then only in the instance and for the purpose for which it is given.

14.7        Notices

14.7.1    Any notice given by a Party under this Agreement will:

(a)          be in writing and in English;

(b)          be sent to the relevant party at the address set out in the Order or, if sent by email, address nominated by the parties.

14.7.2    Notices may be given, and are deemed received 24 hours from delivery if sent to the correct email address and no notice of delivery failure is received.

14.7.3    All references to time are to the local time at the place of deemed receipt.

14.7.4    This clause does not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings.

14.8        Conflict within an agreement

If there is a conflict between the terms of this Agreement and the terms of an Order, the terms of this Agreement will prevail.

14.9        Assignment

14.9.1. Subject to clause 14.9.2, neither party may assign, transfer, or deal in any other manner with any or all of its rights under this Agreement (each an assignment) without the prior written consent of the other party.

14.9.2    We may sub-contract in any manner any or all of its obligations under this Agreement.

14.9.3    Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14.10     Rights of third parties

No person other than a Party to this Agreement will have any right to enforce any of its provisions.

15           Entire agreement

15.1        The Parties agree that this Agreement (and the Policies referred to herein) and any Orders made under it constitute the entire agreement between them and supersede all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.

15.2        Each Party acknowledges that it has not entered into this Agreement or any documents entered into pursuant to it in reliance on, and will have no remedies in respect of, any representation or warranty that is not expressly set out or referred to in this Agreement or any documents entered into pursuant to it, except in the case of fraudulent misrepresentation.

16           Governing law and jurisdiction

16.1        This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales.

16.2        The Parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

17.          Promotions and Offers

17.1        Any promotions or offers that are made by Us whether in writing, by telephone, on the Website or in any other form will be of limited duration and if requested will only apply for the specific Term for the Advertising Package with which it was offered and will not be extended to any further Term or Advertising Package unless specifically agreed by Us in writing.

18.          Feedback, Reviews and Ratings

18.1        You agree that whether you are offering or accepting an exchange, the other party will be able to provide feedback, reviews and ratings on the goods and/or services exchanged.

18.2        We will not review any information posted by You or about You on the Website.  If you believe that information given is incorrect or in breach of these terms You must inform Us immediately, and we will aim to remove it (if at our total discretion We believe it should be removed) within a reasonable period of time.

18.3        It will be a direct breach of this Agreement to leave any false, fraudulent, defamatory, offensive or inappropriate reviews, ratings or feedback on the Website.

 

TERMS AND CONDITIONS FOR ACCEPTING AN EXCHANGE (EXCHANGEE)

THIS AGREEMENT sets out the terms and conditions in relation to your Membership with Us at www.fairlyexchanged.co.uk & www.fairleyexchanged.com the Services We will provide and the terms on which you may accept items or services offered for exchange on our Website.

 This Agreement must be read in conjunction with our General Website User Terms, Privacy and Cookies Policy (Our Policies”) - links

BACKGROUND

A             We provide a platform on which You can exchange goods or services offered on Our Website in exchange for other goods or services.

B.            The Website offers a means for parties to exchange goods or services only and no goods or services may purchased or accepted in exchange for payment;

B             You can accept an exchange on our Website as in Individual or a Business and warrant that you will abide by these terms in accordance with your Trading Status.

C             The Exchanger is the person or firm placing an advertisement of exchange on our Website.

D             The Exchangee is You requesting to exchange goods or services with the Exchanger.

E              The Parties have agreed that We will allow You to use our Website to contact those offering an exchange and at no time will a contract come into existence as between Us, You and the Exchanger and any contract formed between You and the Exchanger will be solely between You and the Exchanger.

F              No goods or services offered for exchange on the Website have been approved or vetted by Us.

1              Definitions and interpretation

1.1          In this Agreement, unless the context requires otherwise:

Advertisement means any information that has been placed on our Website offering for exchange goods or services;

Business Means someone not acting as an Individual, but acting in the course of a trade, profession or business

Business Day means a day other than a Saturday, Sunday or bank or public holiday in England;

Commencement Date means the date of this Agreement;

Exchangee means You, being the person or firm wishing to accept the Exchange as advertised

Exchanger means the person offering of goods or services in return for goods and services offered by You which will amount to consideration as between the Exchanger and Exchangee

Force Majeure means an event or sequence of events beyond reasonable control preventing the Exchanger, Exchangee or Us delaying from performing the obligations under this Agreement save that an inability to Exchange is not a Force Majeure event;

Good Practice means, in relation to a Business offering or accepting an Exchange, it will comply with all applicable laws in relation to the providing of goods or services and with the British Code of Advertising Practice. 

Individual means someone who is not acting within the course of a trade, business or profession

Intellectual Property Rights means copyright, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;

Membership means the access that You will have to our Services and the Website upon paying the Membership Fee;

Membership Fee means the amount You agree to pay for Your Membership at such rate and for such period as set out in your Order;

Membership Term means the length of time that You have paid to use our Services and the Website

Order means the Order for Membership;

Operating rules means the rules (as amended from time to time) that affect the Exchangee's use of the Services;

Security Device means Your account codes or numbers, passwords and other security devices as may be agreed from time to time between You and Us;

Services means, as the context permits, the Services that We have agreed to provide pursuant to the purchase of Membership;

Trading Status means whether you are acting as an Individual or as a Business

Term means the length of term of Your Membership;

Trial period means a period of free Membership of 30 days;

We/Us/Our means Fairly Exchanged Limited of 10 Winston Way, Thatcham, Berkshire RG19 3TY a limited company registered in England with company number 10050022: Email info@fairlyexchanged.com

Website means www.fairlyexchanged.co.uk & www.fairlyexchanged.com

You or Your means the Individual or Business who purchases Membership

1.2          This Agreement is to be interpreted in accordance with the following:

1.2.1      each gender includes the others and the singular includes the plural and vice versa;

1.2.2      references to clauses or schedules are to clauses or schedules of this Agreement;

1.2.3      references to this Agreement include its schedule and appendices and any Orders;

1.2.4      'including' means including without limitation and general words are not limited by example;

1.2.6      clause headings do not affect the interpretation of this Agreement;

1.2.7      a reference to a statute or a statutory provision is a reference to it as in force as at the date of this Agreement OR amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of either party under this Agreement;

1.2.8      a reference to a statute or a statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision;

1.2.9      references to time will mean London time, unless otherwise stated;

1.2.10    'in writing' means communication by letter or email and written will be interpreted accordingly;

1.2.11    references to books, records or other information include paper, electronically or magnetically stored data, film, microfilm, and information in any other form; and

1.2.12    reference to any English action, remedy, method of judicial proceeding, court, legal document, legal concept, legal status, legal doctrine or thing will in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English equivalent;

1.2.13    references to a Party or Parties means You and Us.

2              Supply of Services

2.1          If You commence Membership through a Trial Period, then your Membership will automatically expire after 30 days. 

2.2          You may only request a Trial Period once in any 2 year period.

2.3          During Your Membership, We agree to supply, and You agree to pay for the Membership and our Services on the terms set out in this Agreement. The procedure for applying for Membership and Our Services is set out in clause 3.

2.4          Your Membership will not automatically renew but will automatically expire at the end of the term.  We will contact you near the end of your Membership to remind you of this and you may then elect to renew your Membership at the price in force at that time.

2.5          During Your Membership Term, if you have used our Services and the Website to contact an Exchanger, or accept an offer of exchange and wish to cancel (please see clause 10) there will be no refund available for the remainder of the Membership Term.

2.6          We hereby grant You a non-exclusive, non-transferable license to use the Website solely for the purpose of accessing and using the Service in accordance with the terms of the Agreement and nor no other purpose whatsoever.

2.7          Any request to renew the Membership Term will mean an automatic agreement by You for the terms and conditions of this Agreement to remain in force until such time as you tell us that You no longer require Our Services or Membership.

3              Orders

3.2          An Order will constitute an offer by You to purchase Our Services and Membership for the specified Membership Term the on the terms of this Agreement.

3.3          We may accept or reject an Order at our discretion. An Order will not be accepted, and no binding obligation to supply any Services will arise, until the earlier of:

3.3.1      Our written acceptance of the Order; or

3.3.2      Our supplying the Services or notifying the You that we have commenced supply of the Services (as the case may be).

3.4          Rejection by Us of an Order, including any communication that may accompany such rejection, will not constitute a counter-offer capable of acceptance by the You.

3.5          We may issue quotations to You from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by You – for the avoidance of doubt, this will include any special promotions or discounts that We may offer on the Website in any other form of writing.

4              Delivery of Services

4.1          Each Order will specify the date on which Your Membership will commence.  This is usually within 24 hours of receipt of an Order but time is not of the essence.

4.2          Orders and Membership will automatically expire at the end of the Term.

4.3          Time of delivery of our Services is not of the essence.

4.4          If You breach any of the terms of this Agreement We may at Our sole discretion:

4.4.1      terminate this Agreement and Your Membership;

4.4.2      Refuse to accept any subsequent Orders from You;

4.4.3      recover from You all losses, damages, costs and expenses incurred by Us arising from Your default.

4.5          We will not be liable for any delay in or failure of delivery to the extent caused by:

4.5.1      Your failure to: (i) provide us necessary information to provide our Services, (ii) provide Us with adequate instructions for supply or otherwise relating to the Services; or

4.6.2      an event of Force Majeure.

4.7          We will provide our Services in line with the Order.

4.8          We are not liable for any information that has been posted on our Website by you or an Exchanger.  You must ensure that you have property read an item listing before agreeing to any exchange.

5              Warranties

5.1          The Services delivered by Us will be supplied with reasonable skill and care.

5.2          We will not be liable for any failure of the Services to comply with clause 5.1:

5.2.1      where such failure arises by reason of Your wilful damage or negligence;

5.2.2      to the extent caused by Your failure to comply with the Our reasonable instructions as to: (i) use or benefit from the Services, or (ii) good practice in relation to use or benefit from the Services;

5.2.3      to the extent caused by the Us following any design, specification or requirement of the Exchanger in relation to the Services;

5.2.4      to the extend caused by Our changing the our host server;

5.2.4      to the extent that the Website is not available during routine maintenance, or due to matters beyond Our control.

5.3          We will comply with all applicable laws, standards and good industry practice in the supply and delivery of the Services.

5.4          You warrant that you will;

5.4.1      Where offering goods and services for exchange as a Business

5.4.1.1   Ensure that You comply with all statutory requirements relating to the provision of goods and services pursuant to British Law including (but not limited to) the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and any other information which You are obliged to give consumers under UK law;

5.4.1.2   Ensure that Exchangers are fully aware of your own terms and conditions, complaints procedure etc.

5.4.1.3   Ensure that You comply with all Codes of Practice including Codes of Conduct laid down by the British Code of Advertising Practice.

5.4.1.4   Make it clear that you are acting in the course of a trade or business when offering and accepting an exchange;

5.4.2      Where you are offering goods and services for exchange as an Individual:

5.4.2.1   Ensure that that any goods or services offered are described correctly;

5.4.2.2   You will not misrepresent any images or description given to the goods or services;

5.5          Read the terms and conditions from time to time that apply to the Exchanger's use of the Website so that You remain fully aware of what terms the Exchanger's are entering when using the Website and our Policies.

5.6          Notify Us promptly of any unauthorised use of Your account details or the Website;

5.7    Be solely responsible for providing and maintaining all computer equipment and software necessary for You to access the Service

5.8.         Be solely responsible for any data or information submitted by You on our Website or to Us in connection with the Service;

5.9 Ensure that all information that is placed on the Website or made available via the Website is true and accurate and that You confirm that any goods or services that You are offering in exchange (i) are not discriminatory in any way (ii) is illegal in any way (such as pornographic material, drugs, weapons; v) You are legally entitled to offer the goods or services legally (you cannot offer sexual services or products, alcohol etc).

5.10        That are you 18 years or over and resident in the UK.

5.11        That all goods offered in the exchange will be of satisfactory quality and fit for their general purpose;

5.12        That You discuss and agree with the Exchanger whether any goods are to be collected only, or if posted whether You will charge for the cost of posting.

5.13        You must comply with all tax and VAT legislation in force within the United Kingdom.

6              Price

6.1          The Price payable by You in respect of any Order for Membership are contained in the Order and may be increased by the Us in accordance with clause 6.2.

6.2          We may increase the Prices at any time – this will not affect the Membership Term that has been purchased from Us, but will affect subsequent Memberships that are purchased from Us. 

7              Payment

7.1          All Payments must be made through Paypal in advance and Orders will only be accepted upon receipt of cleared funds.

8              Limitation of liability

8.1          Neither party to this Agreement limits or excludes its liability for:

8.1.1      death or personal injury caused by negligence; or

8.1.2      fraud or fraudulent misrepresentation.

8.2          Where You purchase Membership from Us as a Business, without prejudice to clause 8.1 Our total aggregate liability under or in connection with this Agreement, whether arising in tort (including negligence), contract or in any other manner will not exceed the cost paid for the Membership Term.

8.3          Where you purchase Membership for Us a Business, without prejudice to clause 8.1, Your total aggregate liability under or in connection with this Agreement, will not be limited.

8.4          Without prejudice to clause 8.1 We will not be liable to You for any:

8.4.1      loss of profits or revenues; or

8.4.2      loss of, or damage to, data or information systems; or

8.4.3      loss of contract or business opportunities; or

8.4.4      loss of anticipated savings; or

8.4.5      loss of goodwill; or

8.4.6      any indirect, special or consequential loss or damage.

9              Indemnity

9.1          You will indemnify Us and hold Us harmless from and against any losses, damages, liability, costs and expenses (including professional fees) incurred by it as a result of any action, demand or claim:

9.1.1      that You are in breach of any applicable laws as a result of any act or omission by You;

9.1.2      made against Us by a third party (including an Exchangee) arising from any defect or fault in the goods or services offered for exchange by You or by Your breach of this Agreement;

9.2.3      Where you are a Business and You breach of the Advertising Code of Conduct or any statute that applies to you as a Business providing goods and services;

each being a Claim.

9.2          In the event that either party receives notice of any Claim that affects the other party to this Agreement, it will:

9.2.1      notify the other in writing as soon as reasonably practicable;

9.2.2      not make any admission of liability or agree any settlement or compromise of the Claim without the prior written consent of each other (such consent not to be unreasonably withheld or delayed);

9.2.3      take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the Claim; and

9.2.4      provide each other with all reasonable assistance in relation to the Claim (at Your expense).

10           Termination and cancellation

10.1        Termination: During the Membership Term this Agreement may be terminated:

10.1.1 By Us where there is a breach of this Agreement by Our giving not less than 2 Business Days’ notice in writing to You where there is material breach of this Agreement and such breach is not remediable or, if capable of remedy, is not remedied within 1 Business Days of receiving written notice to do so; or

 10.1.2   by You giving 2 Business days’ notice. 

10.2        In the event of termination under clause 10.1.2 by You the Agreement will come to an end on the last day of Term (i.e. if the Term runs from the 1st day of each month, and notice is on the 4th September, the Fee will be charged until 31st October). No refund will be due for the remainder of the Term in regards to the Fee paid for Membership Term.

10.3        Cancellation.

10.3.1    If You are a Business, You may cancel the Agreement at any time and the Agreement will come to an end on the last day of Term (i.e. if the Term runs from the 1st day of each month, and notice is on the 4th September, the Fee will be charged until 31st October). No refund will be due for the remainder of the Term in regards to the Fee paid for Membership Term.

10.3.2    If You are an Individual, You understand that use of our Services and the Website will be available to you from the Commencement Date.  You may cancel Your Membership within 14 days of the Commencement Date and, provided you have not accessed our Services or Website, you will receive a full refund using the same method of payment that you used to pay Us.  You will not be entitled to a refund after the first 14 days following the Commencement Date or if you have started to use our Services or the Website. You can cancel Your Membership by writing at:

Email: Info@fairlyexchanged.com

We will need to know your full name, address when you contact Us.

10.4        If you cancel your Membership after the 14 days period the Agreement will come to an end on the last day of Term (i.e. if the Term runs from the 1st day of each month, and notice is on the 4th September, the Fee will be charged until 31st October). No refund will be due for the remainder of the Term in regards to the Fee paid for Membership Term.

10.5        The following clauses of this Agreement will survive termination, howsoever caused:

Clause 8 (limitation of liability);

clause (indemnity);

clause 9 (termination);

Clause 14 (general);

clause 16 (governing law and jurisdiction),

together with any other provision of this Agreement which expressly or by implication is intended to survive termination.

11           Confidential information

11.1        Each party undertakes that it will keep any information that is confidential in nature concerning the other party, the terms of this Agreement and the information relating to any Exchangee.

11.2        A party may:

11.2.1    disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 11 as if it were a party;

11.2.2    disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

11.2.3    use Confidential Information only to perform any obligations under this Agreement.

11.3        Each Party recognises that any breach or threatened breach of this clause 11 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the Parties agree that the non-defaulting Party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

11.4        This clause 11 will bind the Parties during the Term and for a period of 2 years following termination of this Agreement.

12           Dispute resolution

12.1        The Parties will attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Agreement within 14 Business Days of either party notifying the other of the dispute and such efforts will involve the escalation of the dispute to the senior management of each party.

12.2        Nothing in this dispute resolution procedure will prevent the parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act.

12.3        If the dispute cannot be resolve then We may consider but are not bound to use an Alternative Dispute Resolution Service.

12.4        The obligations of the parties under this Agreement will not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and each party, its subcontractors and their Representatives will comply fully with the requirements of this Agreement at all times.

13           Force Majeure

13.1        A Party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

13.1.1    promptly notifies the other of the Force Majeure event and its expected duration; and

13.1.2    uses reasonable endeavours to minimise the effects of that event.

13.2        If, due to Force Majeure, a party:

13.2.1    is or will be unable to perform a material obligation; or

13.2.2    is delayed in or prevented from performing its obligations for a continuous period exceeding 30 calendar days then the other party may terminate the Agreement on immediate written notice.

13.3        For the duration of a Force Majeure event affecting a party to this Agreement, the obligations of the other Party will be suspended for the corresponding period of time.

14           General

14.1        Compliance with law

Each party will comply and will (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its Representatives will comply with all applicable laws and regulations, provided that neither party will be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other party or that party's Representatives.

14.2        Set-off

You must pay all sums that You owe Us under this Agreement free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

14.3        No partnership or agency

The parties are independent of each other and are not partners, principal and agent and, save as expressly stated otherwise, this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither of the parties will have, nor will represent that it has, any authority to make any commitments on the other Party's behalf.

14.4        Variation

No variation of this Agreement will be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed (as the case may be) by, or on behalf of, each party.

14.5        Severance

If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement will not be affected.

14.6        Waiver

14.6.1    No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement will operate as a waiver of that right, power or remedy, nor will it preclude or restrict any future exercise of that or any other right, power or remedy.

14.6.2    No single or partial exercise of any right, power or remedy provided by law or under this Agreement will prevent any future exercise of it or the exercise of any other right, power or remedy.

14.6.3    A waiver of any term, provision, condition or breach of this Agreement will only be effective if given in writing and signed by the waiving Party, and then only in the instance and for the purpose for which it is given.

14.7        Notices

14.7.1    Any notice given by a Party under this Agreement will:

(a)          be in writing and in English;

(b)          be sent to the relevant party at the address set out in the Order or, if sent by fax or email, to a fax number or email address nominated by the parties.

14.7.2    Notices may be given, and are deemed received 24 hours from delivery if sent to the correct email address and no notice of delivery failure is received.

14.7.3    All references to time are to the local time at the place of deemed receipt.

14.7.4    This clause does not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings.

14.8        Conflict within an agreement

If there is a conflict between the terms of this Agreement and the terms of an Order, the terms of this Agreement will prevail.

14.9        Assignment

14.9.1. Subject to clause 14.9.2, neither party may assign, transfer, or deal in any other manner with any or all of its rights under this Agreement (each an assignment) without the prior written consent of the other party.

14.9.2    We may sub-contract in any manner any or all of its obligations under this Agreement.

14.9.3    Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14.10     Rights of third parties

No person other than a Party to this Agreement will have any right to enforce any of its provisions.

15           Entire agreement

15.1        The Parties agree that this Agreement (and the Policies referred to herein) and any Orders made under it constitute the entire agreement between them and supersede all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.

15.2        Each Party acknowledges that it has not entered into this Agreement or any documents entered into pursuant to it in reliance on, and will have no remedies in respect of, any representation or warranty that is not expressly set out or referred to in this Agreement or any documents entered into pursuant to it, except in the case of fraudulent misrepresentation.

16           Governing law and jurisdiction

16.1        This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales.

16.2        The Parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

17.          Promotions and Offers

17.1        Any promotions or offers that are made by Us whether in writing, by telephone, on the Website or in any other form will be of limited duration and if requested will only apply for the specific Term for the Advertising Package with which it was offered and will not be extended to any further Term or Advertising Package unless specifically agreed by Us in writing.

18.          Feedback, Reviews and Ratings

18.1        You agree that whether you are offering or accepting an exchange, the other party will be able to provide feedback, reviews and ratings on the goods and/or services exchanged.

18.2        We will not review any information posted by You or about You on the Website.  If you believe that information given is incorrect or in breach of these terms You must inform Us immediately, and we will aim to remove it (if at our total discretion We believe it should be removed) within a reasonable period of time.

18.3        It will be a direct breach of this Agreement to leave any false, fraudulent, defamatory, offensive or inappropriate reviews, ratings or feedback on the Website.

Website & Contents Terms

This policy sets out the terms between you and us under which you may access our website www.failryexchanged.co.uk & www.fairlyexchanged.com (our site). This policy applies to all users of, members of and visitors to, our site.

Your use of our site means that you accept, and agree to abide by, all the policies in this policy, which supplement our terms of website use.

www.fairlyexchanged.co.uk & www.fairlyexchanged.com is a site operated by 10 Winston Way, Thatcham, Berkshire RG19 3TY a limited company registered in England with company number 10050022 email info@fairlyexchanged.com

Prohibited uses

You may use our site only for lawful purposes.  You may not use our site:

·         In any way that breaches any applicable local, national or international law or regulation.

·         In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.

·         For the purpose of harming or attempting to harm minors in any way.

·         To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards below.

·         To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

·         To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

·         Which is in breach of our Terms and Conditions for offering or accepting an exchange of goods or services on our Website link Terms and Conditions

You also agree:

·         Not to reproduce, duplicate, copy or re-sell any part of our site.

·         Not to access without authority, interfere with, damage or disrupt:

·         any part of our site;

·         any equipment or network on which our site is stored;

·         any software used in the provision of our site; or

·         any equipment or network or software owned or used by any third party.

FEEDBACK

If you have paid for Membership to offer or accept an exchange, the Exchanger and Exchangee have both agreed that feedback may be give about the goods and services offered or received on our site.

Content standards

These content standards apply to any and all material which you contribute to our site (contributions), and to any interactive services associated with it.

You must comply with the spirit and the letter of the following standards. The standards apply to each part of any contribution as well as to its whole.

Contributions must:

·         Be accurate (where they state facts).

·         Be genuinely held (where they state opinions).

·         Comply with applicable law in the UK and in any country from which they are posted.

Contributions must not:

·         Contain any material which is defamatory of any person.

·         Contain any material which is obscene, offensive, hateful or inflammatory.

·         Promote sexually explicit material.

·         Promote violence.

·         Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

·         Infringe any copyright, database right or trade mark of any other person.

·         Be likely to deceive any person.

·         Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

·         Promote any illegal activity.

·         Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.

·         Be likely to harass, upset, embarrass, alarm or annoy any other person.

·         Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.

·         Give the impression that they emanate from us, if this is not the case.

·         Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site.

Suspension and termination

We will determine, in our discretion, whether there has been a breach of this policy through your use of our site.  When a breach of this policy has occurred, we may take such action as we deem appropriate. 

Failure to comply with this policy constitutes a material breach of the terms of use upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

·         Immediate, temporary or permanent withdrawal of your right to use our site.

·         Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.

·         Immediate, temporary or permanent termination of your membership.

·         Issue of a warning to you.

·         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.

·         Further legal action against you.

·         Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of this acceptable use policy.  The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

Changes to this policy

We may revise this policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this policy may also be superseded by provisions or notices published elsewhere on our site.

Changes to our site

We may update our site from time to time, and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it.

We do not guarantee that our site, or any content on it, will be free from errors or omissions.

Accessing our site

Our site is made available free of charge however, in order to use the service of exchange, you will need to become a member of the site.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to our site.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Our site is directed to people residing in the United Kingdom. We do not represent that content available on or through our site is appropriate or available in other locations. We may limit the availability of our site or any service or product described on our site to any person or geographic area at any time. If you choose to access our site from outside the United Kingdom, you do so at your own risk.

Your account and password

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at info@fairlyexchanged.com

Intellectual property rights

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it.  Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

No reliance on information

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.

Limitation of our liability

Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.

We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

·         use of, or inability to use, our site; or

·         use of or reliance on any content displayed on our site.

If you are a business user, please note that in particular, we will not be liable for:

·         loss of profits, sales, business, or revenue;

·         business interruption;

·         loss of anticipated savings;

·         loss of business opportunity, goodwill or reputation; or

·         any indirect or consequential loss or damage.

If you are a consumer user, please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

Different limitations and exclusions of liability will apply to liability arising as a result of your being a paid member to use the site which are set out in our terms and conditions – Terms and Conditions

Viruses

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

Third party links and resources in our site

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only.

We have no control over the contents of those sites or resources.

Applicable law

If you are a consumer, please note that these terms, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction.

If you are a business, these terms of use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Springtime offer

items or services listed need to be genuine and exchangeable and not just the same item of service repeated.

Fairly Exchanged will review and compare listings and totals and will make the final Decision , the VIP Lifetime Membership offered will be for a total of 25 years and can be extended on request and Is  not transferable.

email us should you require any further details of the offer. 

To contact us, please email info@fairlyexchanged.com

Thank you for visiting our site.

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