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These Terms of Service ("Terms", "Terms of Service") in conjunction with our Privacy Policy and Data Processing Addendum ("DPA"), are the entire agreement ("Agreement") between MALCOMSON BROTHERS LIMITED ("Company", "We", "Our", "Us") and you ("You" or the "User"). These Terms govern Your use of our web pages and services located at freshfarmfood.uk or any of it's subdomains (collectively, the "Service").
By (a) making purchases through the online ordering process, (b) signing up for an account with the service, or (c) clicking a box indicating acceptance, customer agrees to be bound by the Agreement.
If you do not agree with or cannot comply with this Agreement, then you may not use the Service, so please read carefully.
By creating an Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing us at hi@freshfarmfood.uk.
If you wish to purchase any product or service made available through Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
We may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
By using MALCOMSON BROTHERS LIMITED services, you agree to MALCOMSON BROTHERS LIMITED and its affiliates’ right to debit your User Bank Account and you authorize MALCOMSON BROTHERS LIMITED and its affiliates to debit your User Bank Account to collect any fees owed or other amounts due to MALCOMSON BROTHERS LIMITED or its affiliates or to credit or transfer funds to any of your accounts maintained with MALCOMSON BROTHERS LIMITED or its affiliates. Your authorization to MALCOMSON BROTHERS LIMITED and its affiliates extends to any bank account that you link to MALCOMSON BROTHERS LIMITED services (i.e. any User Bank Account). Your authorization is in complete compliance with any applicable bank debit rules, including the applicable debit scheme authorization and mandate language included below. Your authorization to debit any of your User Bank Accounts includes the specific mandate or authorization language for the specific debit scheme that covers your bank account (e.g. for US bank accounts the ACH/Nacha language will apply, for CA bank accounts the ACSS language will apply and for GB bank accounts the Bacs language will apply). You further are responsible for ensuring that your User Bank Account can accept the applicable country scheme debits (e.g. ACH for US bank accounts, ACSS for CA bank accounts, etc.). The debit scheme language for each bank scheme is incorporated into your authorization to MALCOMSON BROTHERS LIMITED and MALCOMSON BROTHERS LIMITED’s affiliates to debit any of your User Bank Accounts with the same force and effect as if you had signed a paper and obtained a hard copy containing the same terms. You will ensure that your User Bank Account has sufficient funds to allow for a debit. If a debit is returned to MALCOMSON BROTHERS LIMITED because your User Bank Account has insufficient funds, it is your responsibility to fund your User Bank Account so that we can re-process the debit.
Bacs Direct Debit Authorisation
Instruction to your bank or building society to pay by Direct Debit
In the event that the net activity in your account is negative or MALCOMSON BROTHERS LIMITED or MALCOMSON BROTHERS LIMITED’s Affiliates needs you to fund your account for any other reason relating to the MALCOMSON BROTHERS LIMITED Services Agreement, you authorise and request MALCOMSON BROTHERS LIMITED to debit your User Bank Account for any amount owed to MALCOMSON BROTHERS LIMITED or MALCOMSON BROTHERS LIMITED’s Affiliates and at any frequency. MALCOMSON BROTHERS LIMITED will debit your User Bank Account by using the Bankers' Automated Clearing Services (Bacs) for any User Bank Accounts added by you and covered by the Bacs scheme. Debits to your User Bank Account will come from MALCOMSON BROTHERS LIMITED (Service User Number: 714613). You will be sent an e-mail confirmation of the Direct Debit set-up within three working days of you setting up your account. You agree that MALCOMSON BROTHERS LIMITED can send you a notice of any debit on your User Bank Account two days prior to the date of the debit or as otherwise agreed. MALCOMSON BROTHERS LIMITED. has its principal place of business at 63 Wickenden Road, Sevenoaks, Kent, TN13 3PN. If you believe there has been an error in debiting your account, you should notify us. You can also notify your own Bank. You confirm that you are the only person required to authorise debits from the designated account; or you confirm that you are a representative of the organisation, and you confirm that you have been authorised on behalf of your organisation to authorise MALCOMSON BROTHERS LIMITED to debit the User Bank Account.
The Direct Debit Guarantee
This Guarantee is offered by all banks and building societies that accept instructions to pay Direct Debits.
If there are any changes to the amount, date or frequency of your Direct Debit, MALCOMSON BROTHERS LIMITED will notify you within two working days in advance of your account being debited or as otherwise agreed. If you request MALCOMSON BROTHERS LIMITED to collect a payment, confirmation of the amount and date will be given to you at the time of the request.
If an error is made in the payment of your Direct Debit, by MALCOMSON BROTHERS LIMITED or your bank or building society, you are entitled to a full and immediate refund of the amount paid from your bank or building society.
If you receive a refund you are not entitled to, you must pay it back when MALCOMSON BROTHERS LIMITED asks you to.
You can cancel a Direct Debit at any time by simply contacting your bank or building society. Written confirmation may be required. Please also notify us.
You and MALCOMSON BROTHERS LIMITED agree as follows:
1.1 Eligibility.
Only businesses (including sole proprietors) and non-profit organisations located in the United Kingdom are eligible to apply for a MALCOMSON BROTHERS LIMITED Account and use the Services. MALCOMSON BROTHERS LIMITED and its Affiliates may provide Services to you or your Affiliates in other countries or regions under separate agreements. You and your Representative must not attempt to create a MALCOMSON BROTHERS LIMITED Account on behalf of or for the benefit of a user whose use of the MALCOMSON BROTHERS LIMITED services was suspended or terminated by MALCOMSON BROTHERS LIMITED, unless MALCOMSON BROTHERS LIMITED approves otherwise.
1.2 Business Representative.
You and your Representative individually affirm to MALCOMSON BROTHERS LIMITED that (a) your Representative is authorised to provide User Information on your behalf and to bind you to this Agreement; and (b) your Representative is an executive officer, director, senior manager or otherwise has significant responsibility for the control, management or direction of your business. MALCOMSON BROTHERS LIMITED may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.
1.3 Sole Proprietors.
If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of amounts you owe under this Agreement.
2.1 Services.
MALCOMSON BROTHERS LIMITED (and its Affiliates, as applicable) will make available to you the Services, including those described in the applicable Services Terms, and, if applicable, give you access to a MALCOMSON BROTHERS LIMITED Dashboard.
2.2 Service Modifications and Updates.
MALCOMSON BROTHERS LIMITED may modify the Services and MALCOMSON BROTHERS LIMITED Technology at any time, including adding or removing functionality or imposing conditions on use of the Services. MALCOMSON BROTHERS LIMITED will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or MALCOMSON BROTHERS LIMITED Technology that you are using. MALCOMSON BROTHERS LIMITED is not obligated to provide any Updates. However, if MALCOMSON BROTHERS LIMITED makes an Update available, you must fully install the Update by the date or within the time period stated in MALCOMSON BROTHERS LIMITED’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.
2.3 Subcontracting.
MALCOMSON BROTHERS LIMITED may subcontract its obligations under this Agreement to third parties.
2.4 Services Restrictions.
You may only use the Services for business purposes. You must not, and must not enable or allow any third party to:
(a) use the Services for personal, family or household purposes;
(b) act as service bureau or pass-through agent for the Services with no added value to Customers;
(c) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public MALCOMSON BROTHERS LIMITED systems, programs, data, or services;
(d) except as Law permits, reverse engineer or attempt to reverse engineer the Services or MALCOMSON BROTHERS LIMITED Technology;
(e) use the Services to engage in any activity that is illegal, fraudulent, deceptive, exploitative, or harmful;
(f) perform or attempt to perform any action that interferes with the normal operation of the Services or affects other MALCOMSON BROTHERS LIMITED users’ use of MALCOMSON BROTHERS LIMITED services;
(g) exceed any Services usage limitations stated in the Documentation; or
(h) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the MALCOMSON BROTHERS LIMITED Website except as permitted by Law.
2.5 Support.
MALCOMSON BROTHERS LIMITED will provide you with support to resolve general issues relating to your freshfarmfood.uk Account and your use of the Services through resources and documentation that MALCOMSON BROTHERS LIMITED makes available on the MALCOMSON BROTHERS LIMITED Website and in the Documentation. MALCOMSON BROTHERS LIMITED’s support is also available by contacting MALCOMSON BROTHERS LIMITED at contact us. MALCOMSON BROTHERS LIMITED is not responsible for providing support to Customers.
2.6 Modifications to Services or MALCOMSON BROTHERS LIMITED Technology.
(a)* Right to Modify*. MALCOMSON BROTHERS LIMITED may modify or discontinue any part of a Service or MALCOMSON BROTHERS LIMITED Technology, including ceasing to offer that Service or MALCOMSON BROTHERS LIMITED Technology in a particular country. MALCOMSON BROTHERS LIMITED will provide you reasonable notice if the modification or discontinuation would materially reduce the functionality of a Service or MALCOMSON BROTHERS LIMITED Technology that you are using, unless giving notice would (i) pose a security issue to MALCOMSON BROTHERS LIMITED; or (ii) cause MALCOMSON BROTHERS LIMITED to violate Law or breach any legal obligation to a Governmental Authority or Financial Partner.
(b) Updates. MALCOMSON BROTHERS LIMITED is not obligated to provide any Updates. If MALCOMSON BROTHERS LIMITED does make an Update available, you must install the Update by the date or within the time period stated in MALCOMSON BROTHERS LIMITED’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.
3.1 User Information.
Upon MALCOMSON BROTHERS LIMITED’s request, you must provide User Information to MALCOMSON BROTHERS LIMITED in a form satisfactory to MALCOMSON BROTHERS LIMITED. You must keep the User Information in your MALCOMSON BROTHERS LIMITED Account current. You must promptly update your MALCOMSON BROTHERS LIMITED Account with any changes affecting you, the nature of your business activities, your Representative, beneficial owners, principals, or any other pertinent information. You must immediately notify MALCOMSON BROTHERS LIMITED, and provide to MALCOMSON BROTHERS LIMITED updated User Information, if (a) you experience or anticipate experiencing a Change of Control; (b) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Event; (c) the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a Governmental Authority has notified you that you or your business is the subject of investigative action.
3.2 Information MALCOMSON BROTHERS LIMITED Obtains.
You authorise MALCOMSON BROTHERS LIMITED to obtain information about you and your business from MALCOMSON BROTHERS LIMITED’s service providers and other third parties, including credit reporting agencies, banking partners and information bureaus, for the purposes of this Agreement. This information may include your, or your representative’s, name, addresses, credit history, banking relationships, and financial history. You must authorise and direct those third parties to compile and provide this information to MALCOMSON BROTHERS LIMITED.
4.1 Services Fees.
The Fees are stated on the MALCOMSON BROTHERS LIMITED Pricing Page, unless you and MALCOMSON BROTHERS LIMITED otherwise agree in writing. Subject to the requirements of Law, MALCOMSON BROTHERS LIMITED may revise the Fees at any time. MALCOMSON BROTHERS LIMITED may, from time to time, offer a Service or Service feature without charge, or waive a Fee for that Service or Service feature. If MALCOMSON BROTHERS LIMITED increases a Fee, or introduces a new Fee, for a Service that you are currently using, then MALCOMSON BROTHERS LIMITED will notify you at least 30 days (or longer period if Law requires) before the revised or new Fee applies to you.
4.2 Collection of Fees and Other Amounts.
You must pay, or ensure that MALCOMSON BROTHERS LIMITED is able to collect, Fees, Taxes, and other amounts you owe under this Agreement when due. MALCOMSON BROTHERS LIMITED may deduct, recoup or setoff Fees and other amounts you owe under this Agreement, or under any other agreements you have with MALCOMSON BROTHERS LIMITED or any of its Affiliates, from your freshfarmfood.uk Account balance, or invoice you for those amounts. If you fail to pay invoiced amounts when due, if your MALCOMSON BROTHERS LIMITED Account balance is negative or does not contain funds sufficient to pay amounts that you owe under this Agreement, or under any other agreement with MALCOMSON BROTHERS LIMITED or any of its Affiliates, or if MALCOMSON BROTHERS LIMITED is unable to collect amounts due from your freshfarmfood.uk Account balance, then MALCOMSON BROTHERS LIMITED may, to the extent Law permits, deduct, recoup or setoff those amounts from: (a) if established and applicable, each Reserve; (b) funds payable by MALCOMSON BROTHERS LIMITED or its Affiliate to you or your Affiliate; (c) if established, each User Affiliate Reserve; (d) each User Bank Account; and (e) the MALCOMSON BROTHERS LIMITED account balance of each MALCOMSON BROTHERS LIMITED account that MALCOMSON BROTHERS LIMITED determines, acting reasonably, is associated with you or your Affiliate. If the currency of the amount being deducted is different from the currency of the amount you owe, MALCOMSON BROTHERS LIMITED may deduct, recoup or setoff an amount equal to the amount owed (using MALCOMSON BROTHERS LIMITED’s conversion rate) together with any fees MALCOMSON BROTHERS LIMITED incurs in making the conversion.
4.3 Debit Authorisation.
Without limiting Section 4.2 of these General Terms, you authorise MALCOMSON BROTHERS LIMITED to debit each User Bank Account without separate notice, and according to the applicable User Bank Account Debit Authorisation, to collect amounts you owe under this Agreement. If MALCOMSON BROTHERS LIMITED is unable to collect those amounts by debiting a User Bank Account, then you immediately grant to MALCOMSON BROTHERS LIMITED a new, original authorisation to debit each User Bank Account without notice and according to the applicable User Bank Account Debit Authorisation. MALCOMSON BROTHERS LIMITED may rely on this authorisation to make one or more attempts to collect all or a subset of the amounts owed. Your authorisation under this Section 4.3 will remain in full force and effect until (a) all of your MALCOMSON BROTHERS LIMITED Accounts are closed; or (b) all fees and other amounts you owe under this Agreement are paid, whichever occurs later. If applicable debit scheme authorisation rules grant you the right to revoke your debit authorisation, then to the extent Law permits, you waive that right.
4.4 Taxes.
The Fees exclude all Taxes, except as the MALCOMSON BROTHERS LIMITED Pricing Page expressly states to the contrary. You have sole responsibility and liability for:
(a) determining which, if any, Taxes or fees apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and
(b) assessing, collecting, reporting and remitting Taxes for your business.
If MALCOMSON BROTHERS LIMITED is required by Law to collect or withhold any Taxes, MALCOMSON BROTHERS LIMITED may deduct those Taxes from amounts otherwise owed to you and pay those Taxes to the appropriate taxing authority. If you are exempt from paying, or are otherwise eligible to pay a reduced rate on, those Taxes, you may provide to MALCOMSON BROTHERS LIMITED an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status or reduced rate eligibility, in which case MALCOMSON BROTHERS LIMITED will not deduct the Taxes that certificate covers. You must provide accurate information regarding your tax affairs as MALCOMSON BROTHERS LIMITED reasonably requests, and must promptly notify MALCOMSON BROTHERS LIMITED if any information that MALCOMSON BROTHERS LIMITED prepopulates is inaccurate or incomplete. MALCOMSON BROTHERS LIMITED may send documents to you and taxing authorities for transactions processed using the Services. Specifically, Law may require MALCOMSON BROTHERS LIMITED to file periodic informational returns with taxing authorities related to your use of the Services. MALCOMSON BROTHERS LIMITED may send tax-related information electronically to you.
5.1 User Bank Accounts; Prohibition on Grant or Assignment.
You must designate at least one User Bank Account in connection with the Services. MALCOMSON BROTHERS LIMITED may debit and credit a User Bank Account as described in this Agreement. You must not grant or assign to any third party any lien on or interest in funds that may be owed to you under this Agreement until the funds are deposited into a User Bank Account.
5.2 Holding of Funds.
To the extent Law and the applicable Financial Services Terms permit, MALCOMSON BROTHERS LIMITED and its Affiliates may invest funds they hold into liquid investments. MALCOMSON BROTHERS LIMITED or its applicable Affiliates will (a) hold these investments separate from investments made with their own funds, and (b) own, and User will not receive, any earnings from these investments. MALCOMSON BROTHERS LIMITED and its Affiliates' investment of funds will not affect or delay MALCOMSON BROTHERS LIMITED's payout obligations under this Agreement.
5.3 Assessed Fines.
You (a) are responsible for all Assessed Fines; and (b) must reimburse MALCOMSON BROTHERS LIMITED for its payment of Assessed Fines, except to the extent the Assessed Fines result from MALCOMSON BROTHERS LIMITED’s (i) breach of Law, the Agreement, or Financial Services Terms; or (ii) negligence.
6.1 Termination.
(a) Your Termination. You may terminate this Agreement at any time by closing your freshfarmfood.uk Account. To do so, you must open the account information tab in your account settings, select “close my account” and stop using the Services. If after termination you use the Services again, this Agreement will apply with an Effective Date that is the date on which you first use the Services again.
(b) MALCOMSON BROTHERS LIMITED Termination. MALCOMSON BROTHERS LIMITED may terminate this Agreement (or any part) or close your MALCOMSON BROTHERS LIMITED Account at any time for any or no reason (including if any event listed in Sections 6.2(a)–(i) of these General Terms occurs) by notifying you. In addition, MALCOMSON BROTHERS LIMITED may terminate this Agreement (or relevant part) for cause if MALCOMSON BROTHERS LIMITED exercises its right to suspend Services (including under Section 6.2 of these General Terms) and does not reinstate the suspended Services within 30 days.
(c) Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other parties if any of the other parties materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party that served the notice may choose to terminate only the affected Services.
(d) Effect on Other Agreements. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.
6.2 Suspension.
MALCOMSON BROTHERS LIMITED may immediately suspend providing any or all Services to you, and your access to the MALCOMSON BROTHERS LIMITED Technology, if:
(a) MALCOMSON BROTHERS LIMITED believes it will violate any Law, Financial Services Terms or Governmental Authority requirement;
(b) a Governmental Authority or a Financial Partner requires or directs MALCOMSON BROTHERS LIMITED to do so;
(c) you do not update in a timely manner your implementation of the Services or MALCOMSON BROTHERS LIMITED Technology to the latest production version MALCOMSON BROTHERS LIMITED recommends or requires;
(d) you do not respond in a timely manner to MALCOMSON BROTHERS LIMITED’s request for User Information or do not provide MALCOMSON BROTHERS LIMITED adequate time to verify and process updated User Information;
(e) you breach this Agreement or any other agreement between the parties;
(f) you breach any Financial Services Terms;
(g) you enter an Insolvency Event;
(h) MALCOMSON BROTHERS LIMITED believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to MALCOMSON BROTHERS LIMITED; or
(i) MALCOMSON BROTHERS LIMITED believes that your use of the Services (i) is or may be harmful to MALCOMSON BROTHERS LIMITED or any third party; (ii) presents an unacceptable level of credit risk; (iii) increases, or may increase, the rate of fraud that MALCOMSON BROTHERS LIMITED observes; (iv) degrades, or may degrade, the security, privacy, stability or reliability of the MALCOMSON BROTHERS LIMITED services, MALCOMSON BROTHERS LIMITED Technology or any third party’s system (e.g., your involvement in a distributed denial of service attack);
(v) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (vi) is or may be unlawful.
6.3 Survival.
The following will survive termination of this Agreement:
(a) provisions that by their nature are intended to survive termination; and
(b) provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.
7.1 Use of Services.
Subject to the terms of this Agreement, MALCOMSON BROTHERS LIMITED (or its applicable Affiliates) grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the MALCOMSON BROTHERS LIMITED Technology, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your business purposes; and (c) in compliance with this Agreement and the Documentation.
7.2 Feedback.
During the Term, you and your Affiliates may provide Feedback to a MALCOMSON BROTHERS LIMITED Entity. You grant, on behalf of yourself and your Affiliates, to MALCOMSON BROTHERS LIMITED and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the MALCOMSON BROTHERS LIMITED services. All Feedback is MALCOMSON BROTHERS LIMITED’s confidential information.
7.3 Marks Usage.
Subject to the terms of this Agreement, each party (or its applicable Affiliates) grants to the other party a worldwide, non-exclusive, non-transferable, non-sublicensable (except to its Affiliates), royalty-free license during the Term to use the Marks of the grantor party or its Affiliate solely to identify MALCOMSON BROTHERS LIMITED as your service provider. MALCOMSON BROTHERS LIMITED and its applicable Affiliates may use your Marks:
(a) on MALCOMSON BROTHERS LIMITED webpages and apps that identify MALCOMSON BROTHERS LIMITED’s customers or users;
(b) in MALCOMSON BROTHERS LIMITED sales/marketing materials and communications; and
(c) in connection with promotional activities to which the parties agree in writing.
When using Marks of a MALCOMSON BROTHERS LIMITED Entity, you must comply with the MALCOMSON BROTHERS LIMITED Marks Usage Terms and all additional usage terms and guidelines that MALCOMSON BROTHERS LIMITED provides to you in writing (if any). All goodwill generated from the use of Marks will inure to the sole benefit of the Mark owner.
7.4 No Joint Development; Reservation of Rights.
As between the parties, MALCOMSON BROTHERS LIMITED, its Affiliates, and its third party licensors own all IP Rights in the Services, the MALCOMSON BROTHERS LIMITED Technology, the MALCOMSON BROTHERS LIMITED Marks, the Documentation, and the MALCOMSON BROTHERS LIMITED Website. Any joint development between the parties of intellectual property will require and be subject to a separate agreement between the parties. Nothing in this Agreement assigns or transfers ownership of any IP Rights to the other party or its Affiliates, or contemplates a joint development of intellectual property. All rights (including IP Rights) not expressly granted in this Agreement are reserved.
8.1 Information Used by the MALCOMSON BROTHERS LIMITED Tax Services.
You acknowledge that the MALCOMSON BROTHERS LIMITED Tax Services rely on the accuracy of information you and Governmental Authorities provide to MALCOMSON BROTHERS LIMITED. You should validate all of this information, as inaccurate information may cause the MALCOMSON BROTHERS LIMITED Tax Services to generate inaccurate MALCOMSON BROTHERS LIMITED Tax Data.
8.2. Limitations on Reporting.
You may receive MALCOMSON BROTHERS LIMITED Tax Data through the MALCOMSON BROTHERS LIMITED Tax Services that is based on MALCOMSON BROTHERS LIMITED’s interpretations of Law. You must validate that MALCOMSON BROTHERS LIMITED’s interpretations are appropriate for your circumstances.
8.3. No Tax Advice.
The MALCOMSON BROTHERS LIMITED Tax Services do not constitute tax advice or tax filing or reporting assistance.
8.4. Disclaimer.
You remain fully responsible for, and MALCOMSON BROTHERS LIMITED disclaims all liability with respect to:
(a) your fulfilment of your obligations under Law, including with respect to Taxes;
(b) the accuracy of the Tax calculations the MALCOMSON BROTHERS LIMITED Tax Services generate, and your obligation to pay any fine, penalty or other sanction imposed by a Governmental Authority as a result of these Tax calculations; and
(c) your action, or failure to act, as a result of any directions or recommendations you receive related to the MALCOMSON BROTHERS LIMITED Tax Services.
8.5. MALCOMSON BROTHERS LIMITED Tax Data.
MALCOMSON BROTHERS LIMITED Tax Data is MALCOMSON BROTHERS LIMITED Data for purposes of this Agreement. You are responsible for retaining copies of MALCOMSON BROTHERS LIMITED Tax Data for the time period Law requires.
10.1 Representations and Warranties.
You represent as of the Effective Date, and warrant at all times during the Term, that:
(a) you have the right, power, and ability to enter into and perform under this Agreement;
(b) you are a business (which may be a sole proprietor) or a non-profit organisation located in the United Kingdom and are eligible to apply for a MALCOMSON BROTHERS LIMITED account and use the Services;
(c) you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the Services in compliance with this Agreement and Law;
(d) your employees, contractors and agents are acting consistently with this Agreement;
(e) your use of the Services does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of Content in connection with the Services;
(f) you are authorised to initiate settlements to and debits from the User Bank Accounts;
(g) your use of the Services and MALCOMSON BROTHERS LIMITED Technology, performance of your obligations under this Agreement, and conduct of your business, comply with Law;
(h) you comply with the Documentation;
(i) you comply with the Financial Services Terms, and are not engaging in activity that any Financial Partner identifies as damaging to its brand;
(j) you do not use the Services to conduct a Prohibited or Restricted Business, transact with any Prohibited or Restricted Business, or enable any individual or entity (including you) to benefit from any Prohibited or Restricted Business, unless MALCOMSON BROTHERS LIMITED has pre-approved the respective Prohibited or Restricted Business in writing;
(k) you are the named account holder of each User Bank Account, and each User Bank Account is located in a country MALCOMSON BROTHERS LIMITED approves you to maintain Bank Accounts; and
(l) all information you provide to MALCOMSON BROTHERS LIMITED, including the User Information, is accurate and complete.
MALCOMSON BROTHERS LIMITED may modify all or any part of this Agreement at any time by posting a revised version of the modified General Terms (including the introduction to this Agreement and the Definitions), Services Terms or terms incorporated by reference on the MALCOMSON BROTHERS LIMITED Legal Page or by notifying you. The modified Agreement is effective upon posting or, if MALCOMSON BROTHERS LIMITED notifies you, as stated in the notice. For modifications related to Authorised Payment Services, MALCOMSON BROTHERS LIMITED will notify you as Law requires. By continuing to use Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the MALCOMSON BROTHERS LIMITED Legal Page regularly for modifications to this Agreement. MALCOMSON BROTHERS LIMITED last modified these General Terms on the date listed under the “General Terms” heading, and each set of Services Terms on the date listed under the heading for those terms. Except as this Agreement (including in this Section 14) otherwise allows, this Agreement may not be modified except in writing signed by the parties.
15.1 Collection Costs.
You are liable for all costs MALCOMSON BROTHERS LIMITED incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.
15.2 Force Majeure.
MALCOMSON BROTHERS LIMITED and its Affiliates will not be liable for any losses, damages, or costs you suffer, or delays in a MALCOMSON BROTHERS LIMITED Entity's performance or non-performance, to the extent caused by a Force Majeure Event.
15.3 Severability.
If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.
Any contests, sweepstakes or other promotions (collectively, "Promotions") made available through Service may be governed by rules that are separate from these Terms of Service. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Service, Promotion rules will apply.
Some parts of Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or MALCOMSON BROTHERS LIMITED cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting MALCOMSON BROTHERS LIMITED customer support team.
A valid payment method, including credit card, is required to process the payment for your subscription. You shall provide MALCOMSON BROTHERS LIMITED with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize MALCOMSON BROTHERS LIMITED to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, MALCOMSON BROTHERS LIMITED will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
MALCOMSON BROTHERS LIMITED may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial")
You may be required to enter your billing information in order to sign up for Free Trial.
If you do enter your billing information when signing up for Free Trial, you will not be charged by MALCOMSON BROTHERS LIMITED until Free Trial has expired. On the last day of Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
At any time and without notice, MALCOMSON BROTHERS LIMITED reserves the right to (i) modify Terms of Service of Free Trial offer, or (ii) cancel such Free Trial offer.
MALCOMSON BROTHERS LIMITED, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
MALCOMSON BROTHERS LIMITED will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Except when required by law, paid Subscription fees are non-refundable.
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for Content that you post on or through Service, including its legality, reliability, and appropriateness.
By posting Content on or through Service, You represent and warrant that: (i) Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.
You retain any and all of your rights to any Content you submit, post or display on or through Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through Service. However, by posting Content using Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through Service. You agree that this license includes the right for us to make your Content available to other users of Service, who may also use your Content subject to these Terms.
MALCOMSON BROTHERS LIMITED has the right but not the obligation to monitor and edit all Content provided by users.
You may use Service only for lawful purposes and in accordance with Terms. You agree not to use Service for:
Additionally, you agree not to:
If you become aware of any violations, please report it to us immediately by contacting hi@freshfarmfood.uk.
We may use third-party Service Providers to monitor and analyze the use of our Service.
Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualise and personalise the ads of its own advertising network.
For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en
We also encourage you to review the Google's policy for safeguarding your data: https://support.google.com/analytics/answer/6004245.
Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of Company, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of Service.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of MALCOMSON BROTHERS LIMITED and its licensors. Service is protected by copyright, trademark, and other laws of England and Wales, and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of MALCOMSON BROTHERS LIMITED
We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights ("Infringement") of any person or entity.
If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to hi@freshfarmfood.uk, with the subject line: "Copyright Infringement" and include in your claim a detailed description of the alleged Infringement as detailed below, under "DMCA Notice and Procedure for Copyright Infringement Claims"
You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest; a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; identification of the URL or other specific location on Service where the material that you claim is infringing is located; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. You can contact our Copyright Agent via email at hi@freshfarmfood.uk
You may provide us either directly at hi@freshfarmfood.uk or via third party sites and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service ("Feedback"). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.
Our Service may contain links to third party web sites or services that are not owned or controlled by MALCOMSON BROTHERS LIMITED
MALCOMSON BROTHERS LIMITED has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
YOU ACKNOWLEDGE AND AGREE THAT MALCOMSON BROTHERS LIMITED SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.
WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.
THESE SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.
NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
We may terminate or suspend your account and bar access to Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of Terms.
If you wish to terminate your account, you may simply discontinue using Service.
All provisions of Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
These Terms shall be governed and construed in accordance with the laws of England and Wales without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding Service.
We reserve the right to withdraw or amend our Service, and any service or material we provide via Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to users, including registered users.
We may amend Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.
Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Service.
No waiver by Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision.
If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.
By entering into this agreement, the Customer hereby grants the Company the non-exclusive, royalty-free right to use the Customer's logo for the sole purpose of promoting and referencing the Customer as a client of the Company.
Company may use the Customer's logo on its website, marketing materials, case studies, and other promotional content. Company agrees to use the Customer's logo in a professional manner and in accordance with any brand guidelines provided by the Customer. This logo usage right is non-transferable and shall remain in effect for the duration of the agreement and any subsequent renewal periods, unless terminated by either party in writing.
The Service may only be used in accordance with the Acceptable Use Policy found at freshfarmfood.uk/legal/acceptable-use.
BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM
Please send your feedback, comments, requests for technical support: By email: hi@freshfarmfood.uk.