Terms and Conditions
Last updated: April 6, 2020
MorrisCookies is committed to maintaining trust with users of our Website. The terms below govern your use of the Website.
1. Acceptable Use
Use of the Website and materials posted (e.g. text, images, videos) to it should not be illegal or offensive in any way. You should be mindful not to:
1.1 breach another person’s right to privacy;
1.2 infringe any intellectual property rights;
1.3 make statements that are defamatory (including towards MorrisCookies), relate to pornography, are of a racist or xenophobic nature, promote hatred or incite to violence or disorder.
2.1 “The Company” means MorrisCookies Science & Development OU (same as MorrisCookies) and its divisions, subsidiary companies and any other marketing or trading names in use.
2.2 “The Customer” means any person, firm, company or other legal entity which places an order, or buys any Products from the Company and includes the employees, servants, agents, principals (whether disclosed or undisclosed) or sub-contractors of any such person, firm, company or other legal entity.
2.3 “Products” means any Food agreed in the Contract to be supplied by the Company to the Customer.
2.4 “Listed Product” means a Product which is part of the Company’s standard range of products which is available for purchase by all Customers and which are publicised as being for sale on the Company’s website and/or in their printed publications.
2.5 “DIY Cookies” means a Product that is not listed by the Company at the pre-packed section but which at the DIY platform of the Company’s website that Make to Order thereof and supply to the Customer.
2.6 “DIY Cookies Form” means the Make to Order Product Form of the Company.
2.7 “Contract” means a contract between the Company and the Customer for the sale and purchase of the Products.
2.8 “Terms and Conditions” means these terms and conditions.
3. Intellectual Property
All intellectual property rights, including copyright and trademarks, in materials published by or on behalf of MorrisCookies Science & Development OU on the Website (e.g. text, images and videos excluding Content provided by users) are owned by MorrisCookies Science & Development OU or its licensors. All is protected by copyright, trademark, and other laws of and foreign countries. Our trademarks may not be used in connection with any product or service without the prior written consent of MorrisCookies Science & Development OU.
4. Copyright Policy
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 email@example.com , 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.
5. DMCA Notice and Procedure for Copyright Infringement Claims
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):
5.1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
5.2. 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;
5.3. identification of the URL or other specific location on Service where the material that you claim is infringing is located;
5.4. your address, telephone number, and email address;
5.5. 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;
5.6. 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 firstname.lastname@example.org
6. Error Reporting and Feedback
You may provide us either directly at email@example.com 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:
6.1 you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback;
6.2 Company may have development ideas similar to the Feedback;
6.3 feedback does not contain confidential information or proprietary information from you or any third party; and
6.4 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.
7.1 the Company limits its liability to the maximum extent permitted by law as follows:
7.1.1 in respect of Food Products, the Company’s liability shall be limited to Food Products consumed up to and including the “Best before” or “ Use by” date;
7.1.2 the Company’s liability shall be limited at its option to replacing the whole or any part of any Products found to be damaged or otherwise defective or refunding or crediting the purchase price or a pro rata portion of the purchase price of the Products of which the defective Products form part; and
7.1.3 the Company’s liability in respect of death, personal injury or fraud caused by the Company’s negligence shall not be limited.
7.2 the Company shall have no liability for any loss or damage suffered by the Customer or any other person:
7.2.1 as a consequence of any defect in any Product caused by abnormal conditions of storage, treatment or handling or any negligence or wrongful act on the part of the Customer or its employees or agents;
7.2.2 for claims for damage reasonably apparent on inspection at the time of delivery or for short delivery unless the provisions of Condition 5 (Acceptance and Claims Procedure) have been complied with;
7.2.3 for any claim arising on an invoice issued more than 3 months before the date upon which such claim is received by the Company;
7.2.4 for any loss of profit, loss of sale, loss of goodwill, loss of reputation, loss of customers and any other similar indirect or consequential losses caused by the Company’s negligence or other wrongful act on the Company’s part or that of its employees or agents or otherwise;
7.2.5 for any failure by the Company to perform any of its obligations in these Terms and Conditions caused by circumstances beyond its reasonable control.
7.2.6 we are not responsible for inaccurate information, disruptions, discontinuance or other events which may cause you damage, either direct (e.g. computer failure) or indirect (e.g. loss of profit). Any reliance upon materials on this Website shall be at your own risk.
7.2.7 this Website may contain links to websites outside of MorrisCookies. MorrisCookies has no control over such third party websites, does not necessarily endorse them and accepts no responsibility for them, including as to their content, accuracy or function.
8. Acceptance and Claims
8.1 the Customer must check that the quantity and specifications of Products delivered correspond with the Contract before signature of the delivery note.
8.2 claims in respect of short deliveries or damage to Products reasonably visible on inspection must be made to the Company within 24 hours of the time of the delivery which gives rise to the claim. The Customer must retain damaged Products for inspection and collection. Credit will only be granted by the Company if the provisions of this Condition are complied with.
9. Cancellation of Contract
The Contract may not be cancelled by the Customer without the written consent of the Company, otherwise will be subject to a £20 or 20% fee whichever is greater on invoice value. DIY Cookies ordered by the Customer cannot be cancelled.
The Company warrants that all Food Products shall comply with the EU Food Safety legislation from time to time in force.
11. Orders and Contract
11.1 by placing an order with the Company via the Company’s website, the Customer is offering to purchase the Products on the basis of these Terms and Conditions. The Contract shall be formed when the Company acknowledges acceptance of the Customer’s order or delivers the Products to the Customer whichever occurs earlier.
11.2 the Customer is responsible for ensuring that the terms of any order are complete and accurate.
11.3 no pricing made available to the Customer in any way shall constitute an offer and the Company may amend its prices at any time. Prices are quoted exclusive of VAT which shall be charged if applicable.
11.4 the Contract is subject to availability of stock and the Company reserves the right to vary or alter the specification of Products without notice unless otherwise agreed in writing with the Customer.
11.5 the Contract constitutes the entire agreement between the parties and the Customer acknowledges that it has not relied on any statement, promise or representation made or given by, or on behalf of, the Company which is not set out in the Contract.
11.6 any drawings, descriptions or serving suggestions contained in The List or any other of the Company’s brochures or on the Company’s website are produced for the sole purpose of giving an approximate idea of the Products. They shall not form part of the Contract or have any contractual force.
12.1 where credit is granted, unless otherwise agreed in writing, all sums payable in respect of Products must be paid without deductions within 3 days from the end of the calendar month in which the invoice was raised.
12.2 failure to pay by the due date shall entitle the Company to suspend delivery of all unexecuted or future orders. The time for payment of the price of the Products shall be of the essence.
12.3 the Company reserves the right at any time in its absolute discretion to demand immediate payment of any account whether due or not and to take legal action to recover the debt and costs.
12.4 if payment is not made in accordance with this Condition, the Company reserves the right to charge Statutory Interest on the overdue balances for the period from the date on which payment became due until the date on which payment is made including any period after the date of any judgement or decree against the Customer. In addition each overdue invoice will attract a late payment compensation fee of 3% of total invoice value.
12.5 in the event of any cheques, standing orders or direct debits due from a Customer to the Company being dishonoured, a charge of €30 or 20% of total invoice value which come higher (or such other sum as the Company may from time to time advise the Customer) will be made on the Customer’s account to cover bank and administrative costs.
12.6 the Company reserves the right in its absolute discretion to refuse to grant credit.
12.7 the Company may, at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
13.1 deliveries of Products to the Customer shall be in accordance with the Company’s delivery schedule. The Company shall not be liable for any loss or damage whatsoever arising as a result of a delay or failure to deliver Products by a particular date or arising as a result of any cause beyond the Company’s control, including any force majeure event or the Customer’s failure to provide adequate delivery instructions. Time for delivery shall not be of the essence unless otherwise agreed by the Company in writing.
13.2 delivery of Products shall be made by the Company to a reasonably accessible location at the Customer’s premises, or as otherwise agreed between the parties (“the Delivery Location”). The Customer shall allow the Company access to such premises and shall use best endeavours to ensure that a responsible person shall be at the place of delivery to take delivery of the Products and to sign for them. In the event of no such person being present at the time of delivery the Customer hereby consents to the Company leaving the Products at what appear to be the premises nominated by the Customer as the place of delivery, and when the Products are so left, risk in the Products shall pass to the Customer and no liability shall remain with the Company in respect of the Products.
13.3 delivery of the Products shall be completed on completion of unloading of the Products at the Delivery Location.
13.4 if the Customer fails to take delivery or fails to give the Company adequate delivery instructions at the time stated for delivery then without prejudice to any other right or remedy available to the Company, the Company may do one or more of the following:
13.4.1 charge the Customer the cost of carriage of the refused delivery both to and from the premises of the Customer in addition to the Company’s administration charges involved;
13.4.2 charge the Customer the full cost price of the Products and a sum in respect of its loss of profit provided that the Company shall use its reasonable endeavours to mitigate such loss;
13.5 the Company may deliver the Products by instalments, which shall be invoiced separately. Any delay in delivery shall not entitle the Customer to cancel any other instalment.
14. Force Majeure
The Company reserves the right to defer the date of delivery or reduce the volume of Products ordered by the Customer or to cancel the Contract without liability to the Customer if it is prevented from or delayed in the carrying out of its obligations under the Contract due to circumstances beyond its reasonable control including, without limitation, any failure or delay on the part of the manufacturer of any of the Products to supply the Products to the Company, any strike, lock-out or other industrial action, fire, explosion, flood, closure of motorways or other roads leaving no alternative route, unusually severe weather conditions or unusually severe traffic congestion which could not reasonably have been anticipated leaving no alternative route, loss of power or telecommunications systems or computer failure or breakdown.
15. Links to Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by MorrisCookies Science & Development OU. MorrisCookies Science & Development OU has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that MorrisCookies Science & Development OU 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 web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
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 including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
17. Governing Law
These Terms shall be governed and construed in accordance with the laws of Estonia 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 between us regarding the Service.
18. Changes to 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.
19. Amendments to Terms
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 Platform 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.
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.
21. Contact Us
If you have any questions about these Terms, please email us : firstname.lastname@example.org