These Terms will apply to any contract between us for the supply of Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Services from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Services from our site.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in clause 7. Every time you wish to place an order for Services, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 1 November 2018.
These Terms, and any Contract between us, are only in the English language.
Registered in the UK Company No: 02787253. VAT No: 210 6266 06
1. INFORMATION ABOUT US
1.1 We operate the website ukpallets.co.uk under licence from Logistics Boffin. We are Frederick Miller Limited, a company registered in England and Wales under company number 1853823 and with our registered office, and main trading address at:
Frederick R Miller Ltd
Forsyth’s Home Farm
Marston Trading Estate, Frome BA11 4BN
Tel: +01483 811297
Our VAT number is 210 6266 06 and registered number: 02787253
(a) If you wish to contact us for any reason, including because you have any complaints, you can contact us by telephoning our customer service team at 01373 454004 or by e-mailing us at email@example.com.
(b) If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
1.3 Contacting us if you are a business.
You may contact us by telephoning our customer service team at +01483 811297or by e-mailing us at firstname.lastname@example.org. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 22.3.
2. USE OF OUR SITE
Your use of our site is governed by our Terms of website use and Website Acceptable Use Policy. Please take the time to read these, as they include important terms which apply to you.
3. HOW WE USE YOUR PERSONAL INFORMATION
4. IF YOU ARE A CONSUMER
This clause 4 only applies if you are a consumer.
4.1 If you are a consumer, you may only purchase Services from our site if you are at least 18 years old.
5. IF YOU ARE A BUSINESS CUSTOMER
This clause 5 only applies if you are a business.
5.1 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to purchase Services.
5.2 These Terms and any document expressly referred to in them constitutes the entire agreement between you and us in connection with the Services and use of our site and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter .
5.3 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them. You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
6. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
6.1 Our site will guide you through the steps you need to take to place an order with us, including providing us with the weight and dimensions of the pallet(s) that are the subject of the Services (your pallet(s)), full collection and delivery addresses (including postcodes), contact telephone numbers, and other relevant details. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
6.2 By placing an order through our site, you warrant and confirm to us that:
(a) the details you provide to us at the time of submitting your order are complete and accurate;
(b) you have accurately declared the weight and dimensions of each of your pallet(s). Each of your pallet(s) will be scanned and weighed by the collecting courier. If you under-declare the weight or size of any of your pallet(s), then you have to pay a surcharge set out in our surcharge list; and
(c) you are either the owner of all of the materials that are on your pallet(s) or are authorised by such owner to accept these Terms (including, clause 12.4 (b) [and clause 18] which allow us to retain your pallet(s) until we have received payment in full of any sums payable by you to us).
6.3 You are directed to the pallet size definitions within our site, upon which the price for your order will be based, namely:
(a) mini-quarter pallet: maximum weight of 150 kg and a maximum height of 600 mm;
(b) quarter pallet: maximum weight of 250 kg and a maximum height of 800 mm;
(c) half pallet: maximum weight of 500 kg and a maximum height of 1100 mm;
(d) light pallet: maximum weight of 750 kg and a maximum height of 2200 mm;
(e) full pallet: maximum weight of 1200 kg and a maximum height of 2200 mm.
in all cases the maximum height includes the height of your pallet(s) and the maximum weight includes the weight of your pallet(s). Pricing is based upon a Standard Pallet Base of 1200mm x 1000mm. If the size of your pallet exceeds this, the quantity you enter should be reflect the number of Standard Pallet Bases your item takes up (rounding up to the nearest whole pallet). See the FAQ’s for more information.
6.4 If you wish to have increased insurance cover for your pallet(s) in excess of £1,300 per tonne, you should at the time of placing your order request details of special insurance terms to increase the cover to £5,000 per tonne. This will be subject to a surcharge set out in our surcharge list, and payable by you as part of the order process.
6.5 After you place an order, you will receive an automated e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 6.6. [tbc]
6.6 We will confirm our acceptance to you by sending you an e-mail that we are able to supply you with the Services (Order Confirmation). The Contract between us will only be formed when we send you the Order Confirmation. [tbc]
6.7 If we are unable to supply you with the Services for any reason, for example, because you have not inserted the requisite details required by us before submitting your order, or because we cannot meet your requested collection and/or delivery date, collect from and/or deliver to the relevant address(es), deliver the type of content you want us to deliver, or for any other reason, we will contact you to advise you and will refund any payments you may have made in relation to the Order.
6.8 We shall assign a unique tracking identification reference to your order and inform you of it when we issue the Order Confirmation. Please quote this in all subsequent communication with us relating to the order.
7. OUR RIGHT TO VARY THESE TERMS
7.1 Every time you order Services from us, the Terms in force at the time of your order will apply to the Contract between you and us.
7.2 We may revise these Terms as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements.
7.3 If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel the Services that have not yet been performed. If you opt to cancel in these circumstances, we will arrange a full refund of the price you have paid.
8. PROHIBITED ITEMS WE CANNOT CARRY
8.1 Please check our prohibited items list page, for items that we cannot carry as part of the Services.
8.2 By placing an order you are you confirm that your pallet(s) do not contain any materials on our prohibited items list.
8.3 If you have any queries relating to the prohibited items list, please contact us as set out in clause 1.2 (if you are a consumer) or clause 1.3 (if you are a business).
8.4 If at any time we discover that your pallet(s) contain any materials in the prohibited items list, you agree that:
(a) you shall indemnify us, our members, and our sub-contractors in full and on demand against all claims, losses, fines, penalties, demands and costs suffered as a result; and
(b) we shall have no liability in connection with any loss of, or damage to the relevant pallet(s); and
(c) where we have collected your pallet(s), we may (if in our possession and where we are legally permitted to do so) return the pallet to the original collection address. In these circumstances, we shall be entitled to retain the price paid for the Services (to reflect the costs we have incurred) and charge you a further amount for a return (up to the price originally paid for the Services) and charge you a surcharge set out in our surcharge list; and
(d) where discovery is made before, or at the time of collection of your pallet(s), we will not collect your pallet(s) and we shall be entitled to retain the price paid for the Services (to reflect the costs we have incurred).
9. PROVIDING THE SERVICES
Our obligations to you
9.1 We will perform the Services with reasonable care and skill.
9.2 We will arrange collection and delivery of your pallet(s) from and to the addresses set out in the Order Confirmation, through our network of members or other sub-contractors.
9.3 All collection and delivery times on our site or on your Order Confirmation are estimates only and no warranties or guarantees are given in relation to timescales. No refunds or other compensation will be given for late collection and/or delivery of your pallet(s).
9.4 If we cannot process your order as described in Clause 6.7 we will refund the amount paid for the Order but no compensation will be given, nor liability accepted for consequential costs that you may have incurred as a result of the cancellation.
9.5 In addition, there may be delays due to an Event Outside Our Control. See clause 16 for our responsibilities when an Event Outside Our Control happens.
9.6 We may have to suspend the Services if we have to deal with technical problems. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency.
Circumstances where we may refuse to collect and/or handle your pallet(s)
9.7 We, any member of our network or any of our sub-contractors reserve the rights to refuse to collect or otherwise handle your pallet(s) where :
(a) you fail to comply with our strict packing and labelling guidelines;
(b) the pallet(s) are too large or heavy according to our pallet size definitions as described in Clause 6.3;
(c) the pallet(s) contain any materials that are on our prohibited items list;
(d) the pallet(s) are deemed, in our reasonable opinion, to be unsuitable for transport via the network; and
(e) the collection and/or delivery addresses are deemed, in our reasonable opinion, to be unsuitable for our vehicles to access.
10. DELIVERY AND COLLECTION OF YOUR PALLET(S)
10.1 Collections of your pallet(s) is on the working days and times specified on our site only.
10.2 Our online order process will not allow you to place an order for collection on a day that is not a working day,
10.3 You must ensure that:
(a) your pallet(s) are ready and adequately packed and labelled for collection to ensure safe handling and transportation in accordance with our packing and labelling guidelines;
(b) your pallet(s) fully comply with our packing and labelling guidelines and our prohibited items guidelines before your pallet(s) are collected; and
(c) an individual person is present at the collection address on the date of collection of your pallet(s) specified in the Order Confirmation.
10.4 Your pallet(s) will be collected from the address detailed on the Order Confirmation, and if your pallet(s) need to be collected from a different location this should be notified to us as soon as possible. In these circumstances, we reserve the right to charge a surcharge set out in our surcharge list.
10.5 It is your responsibility to ensure all reasonable access is available at the collection and delivery addresses, and inform us (at the time of placing your order) of any potential issues that may arise while accessing the collection and delivery addresses. You will indemnify us, our members, and our sub-contracts against any loss, costs, damages or claims arising out of any difficulties accessing the addresses, save to the extent that these arise due to our negligence, or the negligence of our members or sub-contractors.
10.6 On delivery of your pallet(s), your pallet(s) will be off loaded and moved to a location at the kerbside. We are not under any obligation to move the pallet(s) further than the kerbside, and shall not be required to enter any premises, or carry your pallet(s) up any stairs.
10.7 It is important that the collection and delivery locations have sufficient access to accommodate the delivery vehicles and the manoeuvring of pallets. The area for collection and delivery must be level and solid ground (I,e, tarmac, paving, concrete) as the pump trollies used to manoeuver the pallets cannot be taken up/down curbs or positioned on loose ground.
10.8 If an attempt has been made at the delivery or collection address, and the location is unattended, the driver will wait for a maximum period of 15 minutes. We will attempt to contact you on the number set out in the Order Confirmation. Our drivers are only permitted to wait for a maximum further period of 15 minutes before classifying the delivery or collection as failed. There will be additional charges payable by you as set out in our surcharge list, for each failed delivery or collection.
10.9 It is your responsibility to notify us of the need for a tail lift for either collection or delivery. If a delivery or collection requires a tail lift, your pallet(s) must not exceed 1000kgs in weight per pallet. If any of any of your pallet(s) exceed 1000kgs in weight individually, the delivery or collection will not be made, and you may be required to pay additional charges as set out in our surcharge list.
10.10 If a delivery or collection has failed, we will attempt to contact you to arrange another delivery or collection. In relation to an attempted collection, or an arranged re-delivery, you will be subject to a surcharge set out in our surcharge list.
10.11 You will only be allowed 2 failed collections. If your pallet(s) have not been successfully collected after this, we will cancel your order and issue a partial refund, such refund calculated by us to take into account the charges (set out in our surcharge list) for each failed collection.
10.12 Any failed collections or deliveries will incur additional charges (set out in our surcharge list) for each failed collection or delivery. For the purpose of this clause a failed delivery shall include you changing the delivery date.
10.13 It is your responsibility to ensure that there is an authorised person at the delivery location to sign for the pallet(s).
10.14 If a delivery or collection date is changed within 2 days of the actual delivery or collection date, will incur additional charges (set out in our surcharge list).
10.15 If the collection of your pallet(s) fails as a result of your failure to comply with these Terms:
(a) we may retain up to 100% of the price you have paid for the Services (in our sole and absolute discretion) to reflect the costs we have incurred in connection with the failed collection of your pallet(s); and
(b) we shall have no further obligation to you in connection with the Services; and
(c) it is your responsibility to place a new order with us, as we do not automatically rebook any Services that have failed as a result of a failed collection.
Delivery of your pallet(s)
10.16 If the delivery of your pallet(s) fails for any breach by you of these Terms:
(a) we may return your pallet(s) to the collection address (where possible). Any additional cost incurred may be charged as set out in our surcharge list;
(b) we may retain up to 100% of the price you have paid for the Services (in our sole and absolute discretion) to reflect the costs we have incurred in connection with the failed delivery of your pallet(s);
(c) we shall have no further obligation to you in connection with the Services; and
(d) it is your responsibility to place a new order with us, as we do not automatically rebook any Services that have failed as a result of a failed delivery.
11.1 The prices of the Services will be as quoted on our site at the time you submit your order, and is based on the information you have provided to us relating to your pallet(s) (including, for example, dimension and weight), and the collection and delivery addresses. We take all reasonable care to ensure that the prices for the Services are correct at the time when the relevant information was entered onto the system. However please see clause 11.4 for what happens if we discover an error in the price of the Services you ordered.
11.2 Prices for the Services may change from time to time, but changes will not affect any order you have already placed.
11.3 The price of the Services includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery or performance, we will adjust the VAT you pay, unless you have already paid for the Services in full before the change in VAT takes effect.
11.4 Our site contains a large number of options for pricing of the Services. It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If we discover an error in the price of the Services you have ordered we will contact you in writing to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Services to you at the incorrect (lower) price.
12. HOW TO PAY
12.1 You can only pay for Services using a debit card or credit card specified in the payment section of our site.
12.2 Payment for the Services is in advance. We will not charge your debit card or credit card until we issue an Order Confirmation.
12.3 Where any surcharge is payable under these Terms, we shall notify you, arrange payment with you and send you an invoice by email. Until any surcharge is paid for in full, we may exercise the rights under clause 12.4(a) (suspend performance of the Services), and clause 12.4 (b) [and clause 18] (exercise the right of lien over the goods in our possession or the possession of our members or our sub-contractors).
12.4 If you fail to make any payment when due or until you have paid all applicable surcharges., we may (without prejudice to any rights or remedies available to us):
(a) suspend performance of the Services until such time as all payments payable to us have been paid; and/or
(b) exercise the right of lien over the goods in our possession (or the possession of our members or sub-contractors); and/or
(c) charge interest (both before and after any judgement) on the amount unpaid at the rate of 8% per annum above the base rate of the Bank of England from time to time starting on the due date for payment, until payment in full is made.
13. UNDELIVERED OR UNCLAIMED PALLET(S)
13.1 Where we are unable for any reason to deliver your pallet(s) to the delivery address, or return them to the original collection address, we may sell the content of your pallet(s) and pay to you the proceeds of sale after deduction of (i) all proper charges and expenses incurred by us in connection with the sale); and (ii) all outstanding charges and surcharges payable by you to us under these Terms. The making of such payment discharges us from all liability in respect of your pallet(s), their carriage and storage.
13.2 Where we exercise clause 13.1:
(a) we shall do what is reasonable to obtain the value of the materials on your pallet(s); and
(b) the power of sale shall not be exercised until we have done what is reasonable in the circumstances to give notice to you that the contents of your pallet(s) will be sold unless within the reasonable time specified in such notice your pallet(s) are taken away or instructions are given for its disposal (subject to payment of all sums due to us).
14. CIRCUMSTANCES WHERE WE HAVE NO LIABILITY
14.1 Subject to clause 16.1 we will have no liability to you under the Contract for any losses to the extent they result from:
(a) your pallet(s) containing any material on our prohibited items list; or
(b) your pallet(s) not being packed in accordance with our packing and labelling guidelines (which includes insufficient or improper packing, or insufficient or improper labelling or addressing); or
(c) any information or instructions provided by you which are incomplete, inaccurate, illegible, out of sequence, or arising from their late arrival or non-arrival, or any other fault of yours; or
(d) any material on your pallet(s) which after deliver have been subject to any incorrect handling or storage or suffered misuse;
(e) an Event Beyond Our Control (please see clause 17);
(f) seizure or forfeiture of your pallet(s) under legal process;
(g) inherent liability to wastage in bulk or weight, faulty design, latent defect or inherent defect, vice or natural deterioration of contents of you pallet(s);
(h) the relevant person not taking or accepting delivery within a reasonable time after delivery of your pallet(s) has been tendered.
15. TIME LIMITS FOR CLAIMS
15.1 We shall not be liable for:
(a) damage to the whole or any part of your pallet(s), or physical loss, mis-delivery or non-delivery of part of your pallet(s) unless you notify us within seven days of the delivery date, and you submit a claim to us within fourteen days of the delivery date in accordance with our claims policy; and/or
(b) any other loss unless advised thereof in writing within twenty-eight days, and the claim is made in writing within forty-two days, after the delivery date,
provided that you prove to us that:
(i) it was not reasonably possible for you to advise us or make a claim in writing within the time limit applicable, and
(ii) such advice or claim was given or made within a reasonable time, we shall not have the benefit of the exclusion of liability afforded by this Condition.
15.2 We shall have no liability to you in relation to the Services unless legal proceedings are issued against us within one year of the collection date of your pallet(s).
15.3 For the purposes of this clause 15, where the time period is stated to be seven days or less, Saturdays, Sundays and all statutory public holidays shall be excluded.
16. OUR LIABILITY
16.1 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); or
(e) defective products under the Consumer Protection Act 1987.
16.2 Subject to clause 16.1, where we have any liability to you under the Contract, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the lower of:
(a) the cost of the goods actually lost, miss-delivered, or damaged; or
(b) the cost of repairing any damage or of reconditioning the goods; or
(c) a sum calculated at the rate of £5,000 sterling per tonne on the gross weight of the goods actually lost, miss-delivered, or damaged
Clauses 16.3 and 16.4 only apply if you are a business customer.
16.3 Subject to clause 16.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss of business opportunity;
(c) business interruption;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
16.4 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.
Clauses 16.5 to 16.7 only apply if you are a consumer.
16.5 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract.
16.6 We only supply the Services for domestic and private use. You agree not to use the Services for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
16.7 If you are a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or if the materials we use are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
17. EVENTS OUTSIDE OUR CONTROL
17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 17.2.
17.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
17.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
17.4 Either of us may cancel a Contract affected by an Event Outside Our Control. If we opt to cancel, we will notify you in writing. To cancel under these circumstances please contact us. For any such cancellation, we will refund the price you have paid.
18.1 [TO REVIEW RHA PROVISIONS TO MAKE SURE THEY ARE NOT EXCESSIVE FOR CONSUMERS, BEFORE INSERTING].
19. UNREASONABLE DETENTION
19.1 You shall be liable to pay a surcharge (set out in our surcharge list) for unreasonable detention of any vehicle, trailer, container or other equipment but our rights against any other person for unreasonable detention shall remain unaffected.
20. YOUR RIGHTS TO CANCEL AND APPLICABLE REFUND
20.1 Once we have issued an Order Confirmation we will have begun to provide the Services to you, and you may cancel the contract for Services with immediate effect by giving us written notice if:
(a) we break this contract in any material way and we do not correct or fix the situation within 7 days of you asking us to in writing;
(b) we go into liquidation or a receiver or an administrator is appointed over our assets;
(c) we change these Terms under clause 7.2 to your material disadvantage;
(d) we are affected by an Event Outside our Control.
21. OUR RIGHTS TO CANCEL AND APPLICABLE REFUND
21.1 If we have to cancel an Order for Services before the Services start:
(a) we may have to cancel an Order before the start date for the Services, due to an Event Outside our Control or the unavailability of key personnel or key sub-contractors without which we cannot provide the Services. We will promptly contact you if this happens.
(b) If we have to cancel an Order under clause 21.1(a) and you have made any payment in advance for Services that have not been provided to you, we will refund these amounts to you.
21.2 We may cancel the contract for Services at any time with immediate effect by giving you written notice if you break the Contract in any material way and you do not correct or fix the situation within 3 days of us asking you to in writing.
22. COMMUNICATIONS BETWEEN US
22.1 When we refer, in these Terms, to “in writing”, this will include e-mail.
22.2 If you are a consumer you may contact us as described in clause 1.2.
22.3 If you are a business:
(a) Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.
(c) In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
(d) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
23. OTHER IMPORTANT TERMS
23.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We may use our members or other sub-contractors to perform all or part of the Services.
23.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
23.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
23.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
23.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
23.6 If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the purchase of the Services through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
23.7 If you are a business, a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
23.8 If you are a business, we both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).