Terms and conditions

These Terms and Conditions together with any and all other documents referred to in these terms, set out the terms of use under which you agree to being a “Bagboard Retailer”. 

Please read these Terms and Conditions carefully and ensure that you understand them.  Your agreement to comply with and be bound by these Terms and Conditions is deemed to occur upon your registration as a Bagboard Retailer (as defined below). 

You confirm that you have read and understood these Terms and Conditions and make the promises under these Terms and Conditions in consideration of us:

i.  appointing you as a BagBoard Retailer;

ii.  supplying you with bags; and

iii.   us spending time and incurring costs in respect of supplying you with bags and the use of RFID Equipment.

The Parties

1.    We are Bagboard Limited a company incorporated in England and Wales whose registered number is 10412336 and whose registered office is at Wework (C/O Bagboard Ltd), 71-91 Aldwych, London, England, WC2B 4HN  (“we” “our” “us” “BagBoard”).

2.    You are the owner of the retail establishment whose details are set out in the registration form on your application to be a Bagboard Retailer (as defined below)(“you” “your”). 

3.    Together you and us are referred to as the parties.

Enrolment as a retail partner

4.    By registering with BagBoard through our website www.bagboard.com/register (“Website”) you agree to be a BagBoard Retailer and comply with these Terms and Conditions for the term defined under clause  17 (“Term”).

5.    During the Term:

a.      you confirm that you are authorised to enter into these Terms and Conditions in respect of your store(s) as set out in your on-line application form (“Store”).

b.      we shall endeavour to supply you with a reasonable amount of free bags to use at your Store (as defined below);

c.      You shall at all times comply with these Terms and Conditions;

d.      you shall at all times comply with the BagBoard Rules as amended from time to time (http://bagboard.com/retailer-signup-conduct);

e.      You shall accept receipt of any bags sent by us;

f.       You shall use any bags sent to you by us by reasonably supplying these to your customers or users of the Store to hold their shopping or purchases;

g.      You shall permit us to install RFID equipment (“RFID Equipment”) in your Store. You understand and agree that any RFID Equipment belongs to us at all times;

h.      You shall permit us to reasonable access to your Store at reasonable times and on demand to maintain, repair, remove or modify any RFID Equipment in the Store;

i.       You shall comply with all directions issued by us in respect of the distribution of the bags;

j.       you shall update us in respect of your stock of bags.

k.      you will not use bags supplied by anyone else in your Store (as defined below) if we have supplied you with bags;

l.       at the time of registration as a Bagboard Retailer, you have provided accurate and complete registration data and you shall inform us of any changes in such data.

m.    you have all necessary authorities, consents and approvals to enter into these Terms and Conditions and these will remain valid and effective to comply with your obligations under these Term and Conditions;

6.    Your obligations under these Terms and Conditions shall constitute legal, valid and binding obligations.  Such obligations shall be direct, unconditional and general obligations.

Exclusivity

7.        Subject to clause 8, you undertake and agree that for the duration of the Term you shall not without our prior written consent:

a.      use or supply to your customers or users of your Store any bags not supplied by BagBoard (including without limitation any plastic or paper bags or otherwise); nor

b.      enter into any arrangements with any of our competitors to supply you or any of your customers or users of your Store with any bags either with or without advertising;

c.      enter into any third party negotiations in respect of the supply of bag to your Store with any competitor of BagBoard.

8.                  Clause 7 shall not apply where we have not supplied you with any bags for a continuous duration of six (6) months.            

Bags

9.           We make no guarantee that we will be able to always supply you with bags or sufficient quantities of bags.

10.         We make no guarantee in respect of any timeframes or delivery of bags or of timeframes for delivery of sufficient quantities of bags.

11.         You understand and agree that we are currently developing and testing the implementation of our business model.

Disclaimers

12.     We make no guarantee of any specific results from your enrolment as a BagBoard Retailer including without limitation, and as above, our ability to supply you with bags or sufficient bags for your Store.

13.     We make no guarantee that any RFID Equipment shall remain functional and/or accessible.

Data Protection

14.     Our Data Protection Policy applies to any personal data that we process on your behalf.

Liability

15.     To the maximum extent permitted by law:

a.      we exclude all liability to you however arising;

b.      we shall never be liable to you for any indirect or consequential loss that you may suffer even if such loss is reasonably foreseeable or if we have been advised of the possibility of such loss being incurred; and

c.           notwithstanding clauses 15a and 15b our entire liability to you in respect of any breach of our contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with these Terms and Conditions shall be limited to £100.00.

16.     Notwithstanding any other provision in these Terms and Conditions our liability to you for death or injury resulting from our own negligence or that of our employees, agents or sub-contractors shall not be limited.

Term and Termination

17.         These Terms shall come into force and become binding on the date of your registration as a Bagboard Retailer and shall continue in force for a fixed period of 60 months from that date (the “Initial Term”) unless and until terminated in accordance with clause 18.  Following the Initial Term, your enrolment as a BagBoard Retailer in accordance with these Terms and Conditions shall be automatically renewed by us for successive periods of 12 months (each a “Renewal Term”) unless and until terminated in accordance with clause 18 or upon you giving us no less than 3 months’ written notice .

18.         We may terminate you being a BagBoard Retailer and these Terms and Conditions immediately:

a.        For any reason; or

b.        at any time where you have committed a material breach of these Terms and Conditions; or

c.        if you enter into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior written approval of the other party), or compounds with or makes any arrangement with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law;

19.     Upon the termination of these Terms and Conditions for any reason, all licenses and rights granted to you shall also terminate immediately.

General

20.         We may alter these Terms and Conditions at any time.    

21.         In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

22.         Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to, power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

23.         The parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid, or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions.  The remainder of these Terms and Conditions shall be valid and enforceable.

24.         These Terms and Conditions shall embody and set forth the entire agreement and understanding between the parties and shall supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter or the relationship between the parties. Neither party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these Terms and Conditions, save for any representation made fraudulently.

25.         The parties shall agree that no failure by either party to enforce the performance of any provision in these Terms and Conditions shall constitute a waiver of the right to subsequently enforce that provision or any other provision of these Terms and Conditions. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

26.         You may not assign any or all of your rights or obligations under these Terms and Conditions without our prior written consent, such consent not to be unreasonably withheld.

27.         These Terms and Conditions shall be governed by the laws of England and Wales.

28.         Any dispute between the parties relating to these Terms shall be fall within the exclusive jurisdiction of the courts of England and Wales.

 

Code of conduct