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GIFTS TOMORROW WEBSITE TERMS OF USE: BUSINESS-TO-BUSINESS

GIFTS TOMORROW WEBSITE TERMS OF USE:
BUSINESS-TO-BUSINESS
AUGUST 2018

BACKGROUND:

These Terms of Use, together with any and all other documents referred to herein, set out the terms of use under which you may use this website,www.giftstomorrow.co.uk (“Our Site”). Please read these Terms of Use carefully and ensure that you understand them. If you do not agree to comply with and be bound by these Terms of Use, you must stop using Our Site immediately. These Terms of Use do not apply to the sale of goods. Please refer to our Terms of Sale: Business-to-Business for more information.

1. Definitions and Interpretation

1.1 In these Terms of Use, unless the context otherwise requires, the following expressions have the following meanings:

“Content”

means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site;

“User”

means a user of Our Site;

“We/Us/Our”

means Gifts Tomorrow a trading name of CKB Ltd ®, a company registered in England under number 07123102, whose registered address is St. Christopher's House, Ridge Road, Letchworth Garden City, Hertfordshire, SG6 1PT, England and whose main trading address is Unit 5, Business Centre East, Fifth Avenue, Letchworth Garden City, Hertfordshire, SG6 2TS. We/Us/Our also covers our group company brands including Bar Amigos ® and Lanyards Tomorrow ®.

2. Information About Us

2.1.1 Our Site, www.giftstomorrow.co.uk,is owned and operated by CKB Ltd ®, a limited company registered in England under number 07123102, whose registered address is St. Christopher's House, Ridge Road, Letchworth Garden City, Hertfordshire, SG6 1PT, England and whose main trading address is Unit 5, Business Centre East, Fifth Avenue, Letchworth Garden City, Hertfordshire, SG6 2TS. Our VAT number is 991324508. We also operate under our group company brands of Bar Amigos ® on www.baramigos.co.uk and Lanyards Tomorrow ® on www.lanyardstomorrow.co.uk

3. Access to Our Site

3.1.1 Access to Our Site is free of charge.

3.1.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

3.1.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

3.1.4 Use of Our Site is subject to our website policies. Please ensure that you have read them carefully and that you understand them.

4. Intellectual Property Rights

4.1.1 All Content included on Our Site and the copyright and other intellectual property rights subsisting in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.

4.1.2 Subject to sub-Clause 4.3 you may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content from Our Site unless given express written permission to do so by Us.

4.1.3 You may:

4.1.3.a.1 Access, view and use Our Site in a web browser (including any web browsing capability built into other types of software or app);

4.1.3.a.2 Download Our Site (or any part of it) for caching;

4.1.3.a.3 Print page(s) from Our Site;

4.1.3.a.4 Download extracts from pages on Our Site; and

4.1.3.a.5 Save pages from Our Site for later and/or offline viewing.

4.1.4 Our status as the owner and author of the Content on Our Site (or that of identified licensors, as appropriate) must always be acknowledged.

4.1.5 You may not re-use any Content printed, saved or downloaded from Our Site for commercial purposes without first obtaining a licence from Us (or our licensors, as appropriate) to do so. This does not prohibit the normal access, viewing and use of Our Site whether by business users or consumers.

5. Purpose of Our Site

5.1.1 Our Site functions as a portal to access our electronic goods catalogue and obtain contact details to request a current price list and place an order. You will be required to complete a company registration form before an order is placed.

5.1.2 There is no account facility currently on Our Site and no user content is held on it. Orders are placed as per the process outlined in part 5.1.

6. Links to Our Site

6.1.1 You may link to Our Site provided that:

6.1.1.a.1 you do so in a fair and legal manner;

6.1.1.a.2 you do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;

6.1.1.a.3 you do not use any logos or trademarks displayed on Our Site without Our express written permission; and

6.1.1.a.4 you do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.

6.1.1.a.5 is sexually explicit;

6.1.1.a.6 is obscene, deliberately offensive, hateful or otherwise inflammatory;

6.1.1.a.7 promotes violence;

6.1.1.a.8 promotes or assists in any form of unlawful activity;

6.1.1.a.9 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation, or age;

6.1.1.a.10 is intended or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

6.1.1.a.11 is calculated or is otherwise likely to deceive another person;

6.1.1.a.12 is intended or is otherwise likely to infringe (or to threaten to infringe) another person’s privacy;

6.1.1.a.13 misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this sub-Clause 6.4);

6.1.1.a.14 implies any form of affiliation with Us where none exists;

6.1.1.a.15 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trademarks and database rights) of any other party; or

6.1.1.a.16 is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

6.1.2 The content restrictions in sub-Clause 6.4 do not apply to content submitted to sites by other users provided that the primary purpose of the site accords with the provisions of sub-Clause 6.4. You are not, for example, prohibited from posting links on general-purpose social networking sites merely because another user may post such content. You are, however, prohibited from posting links on websites which focus on or encourage the submission of such content from users.

7. Links to Other Sites

7.1 Links to other sites may be included on Our Site. Unless expressly stated, these sites are not under Our control. We neither assume nor accept responsibility or liability for the content of third party sites. The inclusion of a link to another site on Our Site is for information only and does not imply any endorsement of the sites themselves or of those in control of them. Any such sites will have their own privacy policies, etc.

8. Liability and Disclaimers

8.1.1 Nothing on Our Site constitutes advice on which you should rely. It is provided for information purposes only.

8.1.2 Insofar as is permitted by law, We make no representation, warranty, or guarantee that Our Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.

8.1.3 We make reasonable efforts to ensure that the Content on Our Site is complete, accurate, and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the Content is complete, accurate, or up-to-date. Please note that this exception does not apply to information concerning goods for sale through Our Site. Please refer to Our Terms of Sale: Business-to-Business for more information.

8.1.4 To the fullest extent permissible by law, We accept no liability to any User for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or the use of or reliance upon any Content included on Our Site.

8.1.5 If you are a business user, We hereby exclude all implied conditions, warranties, representations or other terms that may apply to Our Site or Content. We will not be liable for any loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.

8.1.6 If you are a consumer user, please note that Our Site is intended for business use only, however if, as a result of Our failure to exercise reasonable care and skill, any digital content from Our Site damages your device or other digital content belonging to you, you may be entitled to certain legal remedies. For more details on consumer rights, please contact your local Citizens Advice Bureau or Trading Standards Office.

8.1.7 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Site resulting from external causes including, but not limited to, internet service provider (ISP) equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

8.1.8 Nothing in these Terms of Use excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.

8.1.9 The limitations of liability included in this Clause 8 apply only to the use of Our Site and not to the sale of goods, which is governed separately by Our Terms of Sale: Business-to-Business.

9. Viruses, Malware and Security

9.1.1 We exercise all reasonable skill and care to ensure that Our Site is secure and free from viruses and other malware.

9.1.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.

9.1.4 You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.

9.1.5 You must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.

9.1.6 By breaching the provisions of sub-Clauses 9.3 to 9.5, you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site will cease immediately in the event of such a breach.

10. Acceptable Usage Policy

10.1.1 You may only use Our Site in a manner that is lawful and that complies with the provisions of this Clause 10. Specifically:

10.1.1.a.1 you must ensure that you comply fully with any and all local, national or international laws and/or regulations;

10.1.1.a.2 you must not use Our Site in any way, or for any purpose, that is unlawful or fraudulent;

10.1.1.a.3 you must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and

10.1.1.a.4 you must not use Our Site in any way, or for any purpose, that is intended to harm any person or persons in any way.

10.1.2 When communicating in any other way using Our Site, you must not submit, communicate or otherwise do anything that:

10.1.2.a.1 is sexually explicit;

10.1.2.a.2 is obscene, deliberately offensive, hateful or otherwise inflammatory;

10.1.2.a.3 promotes violence;

10.1.2.a.4 promotes or assists in any form of unlawful activity;

10.1.2.a.5 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation or age;

10.1.2.a.6 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

10.1.2.a.7 is calculated or is otherwise likely to deceive;

10.1.2.a.8 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;

10.1.2.a.9 misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 11.2);

10.1.2.a.10 implies any form of affiliation with Us where none exists;

10.1.2.a.11 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trademarks and database rights) of any other party; or

10.1.2.a.12 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

10.1.3 We reserve the right to suspend or terminate your access to Our Site if you materially breach the provisions of this Clause 10 or any of the other provisions of these Terms of Use. Specifically, We may take one or more of the following actions:

10.1.3.a.1 suspend, whether temporarily or permanently, your right to access Our Site;

10.1.3.a.2 issue you with a written warning;

10.1.3.a.3 take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;

10.1.3.a.4 take further legal action against you as appropriate;

10.1.3.a.5 disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or

10.1.3.a.6 any other actions which We deem reasonably appropriate (and lawful).

10.1.4 We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that We may take in response to breaches of these Terms of Use: Business-to-Business.

11. Privacy and Cookies

11.1 Use of Our Site is also governed by Our GDPR Website Privacy and Cookie Policy: Business-to-Business, available on Our Site. This policy is incorporated into these Terms of Use: Business-to-Business by this reference.

12. Changes to these Terms of Use

12.1.1 We may alter these Terms of Use: Business-to-Business at any time.Any such changes will become binding on you upon your first use of Our Site after the changes have been implemented.You are therefore advised to check this page from time to time.

12.1.2 In the event of any conflict between the current version of these Terms of Use: Business-to-Business and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

13. Contacting Us

To contact Us about these Terms of Use, please email Us at support@ckbltd.com. For any business-to-business sales related queries, please e-mail sales@giftstomorrow.co.uk or telephone +44 (0) 1446 731246. Our operational contact details are provided on Our Site.

14. Communications from Us

14.1.1 If We have your contact details, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to service changes, changes to these Terms of Use: Business-to-Business, and changes to Our Terms of Sale: Business-to-Business.

14.1.2 We will never send you marketing communications of any kind without your express consent. Such marketing communications would relate to new product offerings. If you do give such consent, you may opt out at any time.

15. Data Protection

15.1.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.

15.1.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of individual rights and how to exercise them, and personal data sharing (where applicable), please refer to the CKB Ltd GDPR Data Protection Policy and the CKB Ltd GDPR Data Retention Policy.

16. Law and Jurisdiction

16.1.1 These Terms of Use, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, the law of England and Wales.

16.1.2 If you are a business, any disputes concerning these Terms of Use: Business-to-Business, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16.1.3 If you are a consumer, any disputes concerning these Terms of Use, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England & Wales.

17. Implementation of Terms of Use

17.1.1 These Terms of Use shall be deemed effective as of 1st August 2018. No part of this document shall have retroactive effect and shall thus apply only to matters occurring on or after this date