TERMS AND CONDITIONS OF SALE – MI HUB LIMITED trading as ALEXANDRA
If you are a business customer, your attention is drawn to the provisions of clause 20.
If you are a consumer, your attention is drawn to the provisions of clause 21.
This document tells you information about us and the legal terms and conditions (Terms) on which we sell any of our products (Products) to you and on which you may use our website, www.alexandra.co.uk or any other online platforms on which we sell any of our Products, including without limitation, our eBay store and our Amazon store (together our websites).
These Terms will apply to any contract between us for the sale or any offer for sale of Products to you (Contract). Please read these Terms carefully before you submit your order to us and make sure that you understand them, before ordering any Products from us. Please note that by ordering any of our Products or by using our websites, you agree to be bound by these Terms and the other documents expressly referred to in it.
If you are a business customer, these Terms apply to the exclusion of any other terms which you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Any provisions that deviate from these terms shall only apply if we enter into a separate written agreement with you.
If you are accessing, or have been sent, an electronic copy of these Terms, you should print a copy of these Terms or save them to your computer for future reference.
On your request, we will send you a free hard copy of these Terms.
We may amend these Terms from time to time as set out in clause 11. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time.
These Terms were most recently updated in June 2020.
These Terms, and any Contract between us, are only in the English language.
Please note that some of the terms below (where specified) only apply to you if you are a consumer (i.e. not a business) and other terms only apply to you if you are a business customer. Unless otherwise specified, all other of the terms set out below apply to you regardless of whether you are a consumer or a business customer.
1 Information about us:
1.1 Alexandra is a trading name of MI HUB Limited, a company registered in England and Wales under company number 00454264 and with our registered office at 3 Long Acres, Willow Farm, Castle Donington, Derbyshire, DE74 2UG. Our main trading address is at Alexandra, West Park House, Midland Way, Thornbury, Bristol, BS35 2NT, United Kingdom. Our VAT number is GB 927 1561 21.
1.2 We operate each of our websites.
1.3 For our up to date contact information, please visit www.alexandra.co.uk/contact-us.
1.4 If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
1.5 When we use the words “writing” or “written” in these terms, this includes emails but not fax.
2 Our Products:
2.1 The images of the Products on our websites, or in catalogues or other sales literature, are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee accurate colour reproduction. Your Products may vary slightly from those images.
2.2 The packaging of the Products may vary from that shown on images on our websites, or in catalogues or other sales literature.
2.3 Details, descriptions, and specifications on our websites, or in catalogues or other sales literature, are intended as a guide to give a general approximation of the Products.
2.4 All Products are subject to availability. We will inform you as soon as possible if the Product you have ordered is not available. In such circumstances you may either cancel your order or retain your order and we will process your order as soon as we have the relevant Product in stock.
2.5 We reserve the right to stop selling, or make changes to the specification of, the items shown on our websites, catalogues, or other sales literature at any time.
2.6 You are responsible for checking the accuracy of any order that you place, and the completeness and accuracy of any specification which we may agree with you.
3 Our websites and other materials:
3.1 We are the owner or the licensee of all intellectual property rights in our websites, our catalogues, and any other materials that we may provide to you from time to time (works). Those works are protected by intellectual property laws and treaties around the world. All such rights are reserved.
3.2 ALEXANDRA, TUNGSTEN, BOYD COOPER, YAFFY, ICONA, CADENZA, DIMENSIONS, ALEX DIRECT and ALEXANDRA IRELAND are registered and/ or unregistered trademarks of MI HUB Limited.
3.3 You must not modify any paper or digital copies of any of the works in any way, and you must not use any works or any illustrations, photographs, video, audio sequences, graphics, or text in such works without our prior written consent.
3.4 We do not guarantee that our websites, or any content on them, will always be available or be uninterrupted. Access to our websites is permitted on a temporary basis. We may suspend, withdraw, discontinue, or change all or any part of our websites without notice. We will not be liable to you if for any reason any of our websites are unavailable at any time or for any period. We do not guarantee that any of our websites will be secure or free from bugs or viruses.
3.5 If you choose, or you are provided with, a user identification code, password, or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. Furthermore, you shall be responsible for any orders placed, or other activity undertaken, using your account, or any account details, password, or security details provided to you.
3.6 Whenever you make use of a feature that allows you to upload content to any of our websites the following terms apply:
3.6.1 Any contributions made by you must be accurate and must not contain any material which is defamatory, obscene, offensive, abusive, hateful, untrue, misleading, or which infringes the copyright, trademarks or other intellectual property rights of any other person or which promotes any illegal activity or unlawful act or omission.
3.6.2 You will be liable to us and indemnify us for any breach by you of the warranty set out in clause 3.6.1 above. If you are a consumer user, this means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
3.6.3 Any content you upload to our websites will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such content for any purpose.
3.7 We have the right to remove any posting you make on any of our websites for any reason whatsoever.
4 Bespoke Products:
This clause 4 only applies if you are a business.
4.1 In the event that you require us to produce any Products to your specification, any custom made products or products clearly personalised, including any products made under our Boyd Cooper label, (Bespoke Product(s))[, or hold any specific quantities of Products reserved for you,] you will be required to enter into a separate agreement with us, which incorporates these Terms.
4.2 You shall be responsible for ensuring that the accuracy and correctness of any specification and of any instruction, measurements and other information you provide to us in relation to or for the manufacture of any Bespoke Products (Bespoke Specifications). [As set out in clause 13.4 below, your right to return Products for convenience does not apply to Bespoke Products. As set out in clause 6 below, ]we cannot accept the return of any Bespoke Product if the fault or other loss or liability arises directly or indirectly from the Bespoke Specifications, for example any uncertainties, errors or inaccuracies in those Bespoke Specifications.
4.3 You agree that you have obtained all necessary licenses, consents, and permissions required in order to commission us to supply Bespoke Products to you.
4.4 You hereby grant to Alexandra a non-exclusive, worldwide, revocable, royalty-free licence, to use and reproduce any intellectual property rights belonging to you or licensed to you, including, without limitation, in any documents, logos, specifications (including Bespoke Specifications), designs or other materials provided by you to us under a Contract (Customer Materials), only to the extent reasonably required to enable us to perform our obligations under the Contract.
4.5 You warrant that our use of the Customer Materials, shall not infringe the rights, including any intellectual property rights of any third party and you shall indemnify and keep indemnified us, in full and on demand, in respect of any costs, expenses, damages and losses including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by us as a result of or in connection with any claim brought against us for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the use of the Customer Materials.
4.6 For the avoidance of doubt, nothing in these Terms assigns any of our intellectual property rights to you, including in respect of any Products or Bespoke Products.
4.7 Where you require us to produce samples or test work for you, we reserve the right to charge you a fee for such samples and test work and will agree the amount of that fee with you in advance.
4.8 In the event that you breach your obligations under clause 4.1 and/ or clause 4.3, we may, in our discretion reject your order or cancel the Contract. In the event that we cancel the Contract under this clause 4.8, we may charge you for any costs which we may have incurred (including third party costs) prior to the date of cancellation.
5 How we use your personal information:
5.2 If you are a business customer and we process personal data on your behalf, the terms set out in Schedule 1 (Data Processing Agreement) of these Terms shall apply.
6 Consumer remedies for non-conforming goods:
This clause 6 only applies if you are a consumer.
6.1 We are under a legal duty to supply products that are in conformity with a Contract. See the box below for a summary of your key legal rights in relation to the product. Nothing in these terms will affect your legal rights.
|Summary of your key legal rights:|
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
The Consumer Rights Act 2015 says products must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
• up to 30 days: if your goods are faulty, then you can get an immediate refund.
• up to six months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
• up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
See also Clause 13.
6.2 If you wish to exercise your legal rights to reject Products under this clause 7 you must post them back to us. We will pay the costs of postage, where you are rejecting the Products and cancelling the Contract, in accordance with this clause 6, where the Products are not in conformity with the Contract. Please contact us as described in clause 13 to arrange for return of the Products.
Your right to reject Products that are faulty or mis-described under this clause 6 does not apply in respect of Bespoke Products where the fault or other loss or liability arises directly or indirectly as a result of the Bespoke Specifications provided by you to us.
7 If you are a business customer:
This clause 7 only applies if you are a business.
7.1 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you place an order to purchase Products via email, telephone or any other means (including through our website or our Sales Office).
7.2 These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
7.3 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.
7.4 You shall not have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
8 How the contract is formed between you and us:
8.1 You are responsible for ensuring the accuracy and completeness of your order before submitting it to us. Please take the time to read and check your order before submitting it.
8.2 Please note that a Contract will only be formed between us when we communicate our acceptance of your order, whether in writing or otherwise (Order Confirmation) or, if no Order Confirmation is given, when we despatch your order for delivery.
8.3 If we are unable to accept your order or to supply you with a Product, we will inform you of this by e-mail or otherwise and we will not process your order. If you have already paid for the Products, we will refund you the full amount within 14 days of notifying you that we are unable to accept your order or to supply you with a Product. This might be because that Product is not in stock or no longer available, because of an unexpected limit on our resources, because a credit reference we have obtained for you does not meet our minimum requirements or because of an error in the price communicated to you as referred to in clause 17.
8.4 A quotation for the Products given by us shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
8.5 If you are a consumer and you are not able to enter into a contract for any reason, e.g. if you are under 18 years old in England and Wales, then we will need to enter into the Contract with someone who is able to enter into a contract, on your behalf e.g. a parent or guardian.
9 Your right to make changes:
9.1 If you wish to make a change to the Product you have ordered, please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. For the avoidance of doubt, please note that we will not be able to make a change to the Product you have ordered where you have ordered a Bespoke Product.
10 Our right to make changes:
10.1 We may change the Product(s):
10.1.1 to reflect changes in relevant laws and regulatory requirements; and
10.1.2 to implement minor technical adjustments and improvements. These changes will not affect your use of the Product.
11 Our right to vary these terms:
11.1 We may revise these Terms from time to time for any reason.
11.2 Every time you order Products from us, the Terms in force at that time will apply to the Contract between you and us.
11.3 Whenever we revise these Terms, the most up to date version of them will be uploaded to our website and printed in the next edition of our catalogues and/or other printed materials.
12.1 Your order will be delivered in accordance with the delivery options that you selected when placing your order. The delivery options which are currently available shall be those in force at the time you place your order. For the delivery options currently available for orders placed on our website, please see www.alexandra.co.uk/delivery.
12.2 Unless you are a business customer and we have agreed that you will collect the Products from our premises as set out in clause 12.7 below, delivery will be completed when we deliver the Products to the address you gave us.
12.3 If no one is available at your address to take delivery, you will be provided with instructions enabling you to rearrange delivery.
12.4 The Products will be your responsibility (and held at your risk) from the completion of delivery.
12.5 If you are a consumer you own the Products once we have received payment in full for both the Products and all applicable delivery charges.
12.6 If you are a business customer, title to the Products shall not pass to you until we receive payment in full (in cash or cleared funds) for the Products and any other products that we have supplied to you, together with all applicable delivery and other charges due, in which case title to the Products shall pass at the time of payment of all such sums.
12.7 If you are a business customer and we agree that you will collect the Products from our premises, the following terms shall apply:
12.7.1 You shall collect the Products within 3 business days of being notified that the Products are ready for collection.
12.7.2 If you fail to accept delivery of the Products within 3 business days of being notified that they are ready, then, except where such failure or delay is caused by an Event Outside Our Control or our failure to comply with our obligations under the Contract:
(a) delivery of the Products shall be deemed to have been completed at 9.00 am on the third business day after the day on which we notified you that the Products were ready; and
(b) we shall store the Products until delivery takes place and charge you for all related costs and expenses (including insurance).
12.7.3 If 10 business days after the day on which we notified you that the Products were ready for delivery you have not accepted delivery of them, we may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Products or charge you for any shortfall below the price of the Products.
13 Your consumer right of return and refund:
This clause 13 only applies if you are a consumer.
13.1 If you are a consumer, you have a legal right to cancel a Contract in certain circumstances. Your rights to cancel the Contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the Contract.
13.2 You may have a right to cancel a Contract in the following circumstances:
13.2.1 If what you have bought is faulty or mis-described you may have a legal right to end the contract (or to get the Product repaired or replaced or to get some or all of your money back), see clause 5.1;
13.2.2 If you want to end the Contract because of something we have done or have told you we are going to do, see clause 13.3; or
13.2.3 If you have just changed your mind about the Product, see clause 13.4.
13.3 If you are ending a Contract for any of the following reasons the Contract will end immediately, and we will refund you in full for any Products which have not been provided. In the event that you have suffered any loss or other liability, you may have additional legal rights under the law.
13.3.1 we have told you about an error in the price of the Product, in accordance with clause 17 or description of the Product you have ordered and you do not wish to proceed;
13.3.2 there is a risk that supply of the Products may be significantly delayed because of events outside our control (in accordance with clause 22.4 below);
13.3.3 you have a legal right to end the Contract because of something we have done wrong.
13.4 Please note that your right under the Consumer Contracts Regulations 2013 is to change your mind and cancel the Contract with 14 days of delivery of the Products. Our goodwill guarantee is more generous as you may cancel a Contract from the date when the Contract between us is formed as set out in clause 8. If the Products have already been delivered to you, you have a period of 30 (thirty) days, in which you may cancel, starting from the day you receive the Products provided that:
13.4.1 The Products are unworn, unaltered, unwashed and in a re-saleable condition.
13.4.2 The Products are not products of the type set out in clause 13.5.
Please note that the goodwill guarantee set out in this clause 13.4 does not affect your legal rights in relation to faulty or mis-described Products.
13.5 Your right to change your mind under clause 13.4 does not apply in the case of any products which are custom-made made to your specification or clearly personalised (including Bespoke Products) or to any products which have been sealed for health protection or hygiene reasons (for example certain types of PPE) and which have been opened, or unsealed, after delivery.
13.6 To cancel a Contract, please let us know by doing one of the following:
13.6.1 Call customer services on 0333 600 1111 or email us at firstname.lastname@example.org. Please provide your name, home address, details of the order and, where available, your phone number and email address.
13.6.2 By post. Print off the cancellation form annexed in Schedule 2 to these Terms, or available on request by contacting us at the contact details available on the Contact Us page on our website at www.alexandra.co.uk/contact-us and post it to us at Alexandra, Midland Way, Thornbury, Bristol, BS35 2NT. Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.
You may wish to keep a copy of your cancellation notification for your own records. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you sent us the e-mail or posted the letter to us.
13.7 Where you cancel a Contract in accordance with these Terms, You will receive a full refund of the price you paid for the Products and our standard delivery charge if paid, however, other than where you cancel a Contract in accordance with clause 13.9, you will be responsible for any applicable delivery charges and any other costs that you may incur in returning the Products to us. We will process the refund due to you as soon as possible and, in any case, within 14 calendar days of the day on which you gave us notice of cancellation as described in clause 13.6. If you returned the Products to us because they were faulty or mis-described, please see clause 13.9.
13.8 If the Products were delivered to you:
13.8.1 you must return the Products to us at Alexandra Returns, Unit E Acton Close, Acton Road Industrial Estate, Long Eaton, Nottingham, NG10 1FZ, together with the returns form, sent to you by us with the Products or otherwise available on request by contacting us at 0333 600 1111 or by email to email@example.com, as soon as reasonably practicable;
13.8.2 unless the Products are faulty or not as described (in this case, see clause 13.9), you will be responsible for the cost of returning the Products to us;
13.8.3 you have a legal obligation to keep the Products in your possession and to take reasonable care of the Products while they are in your possession.
13.9 Except where clause 7.2.1 applies, you may return the Products to us in the circumstances described in clause 6.1 in some circumstance, in the event that the Products are faulty or mis-described. If you have returned the Products to us under this clause 13.9, we will refund the price of a defective Product in full, any applicable delivery charges, and any reasonable costs you incur in returning the Products to us.
13.10 We refund you on the credit card or debit card used by you to pay.
13.11 As a consumer, you will always have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by the returns policy in this clause 13 or these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
14 Our right to end the contract:
14.1 We may end the contract for a Product at any time by writing to you if:
14.1.1 you do not make any payment when it is due to us and if you still do not make a payment within seven days of us reminding you that payment is due
14.1.2 you do not within a reasonable time of us asking for it provide us with information that is necessary for us to provide the Products
14.1.3 you do not within a reasonable time allow us to deliver the products to you; or
14.1.4 in circumstances set out in clause 4.8.
14.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 14.1 we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
14.3 We may withdraw the Product. We may write to you to let you know that we are going to stop providing the Product. We will let you know at least 30 days in advance of our stopping the supply of the Product and will refund any sums you have paid in advance for Products which will not be provided.
15 Retention of title:
This clause 15 only applies if you are a business customer.
15.1 Until title to the Products has passed to you in accordance with clause 12.6 above, you shall:
15.1.1 store the Products separately from all other goods held by you so that they remain readily identifiable as our property.
15.1.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Products.
15.1.3 maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
15.1.4 notify us immediately if you become or are reasonably likely to become insolvent, enter into bankruptcy, individual voluntary arrangement, liquidation, receivership, administration, or into a corporate voluntary arrangement as defined by the Insolvency Act 1986; and
15.1.5 give us such information relating to the Products as we may require from time to time.
15.2 Subject to clause 15.3, you may resell or use the Products in the ordinary course of your business (but not otherwise) before we receive payment for the Products. However, if you resell the Products before that time:
15.2.1 you do so as principal and not as our agent; and
15.2.2 title to the Products shall pass from us to you immediately before the time at which resale by you to your customer occurs.
15.3 If before title to the Products passes to you, you become subject to any of the events listed in clause 15.1.4, or fail to pay any sums due to us by their due date for payment then, without limiting any of our other rights or remedies:
15.3.1 your right to resell the Products or use them in the ordinary course of its business ceases immediately; and
15.3.2 we may at any time:
(a) require you to deliver up all Products in your possession which have not been resold; and
(b) if you fail to do so promptly, enter your premises or those of any third party where the Products are stored in order to recover them.
16 International delivery:
16.1 Please note that we do not currently offer a delivery services outside of the UK from our website. If you would like to place an order for delivery outside of the UK, please contact us on firstname.lastname@example.org or using the contact details available on the Contact Us page on our website at www.alexandra.co.uk/contact-us.
16.2 In the event that we agree to deliver Products to you at a location outside of the UK, the following terms shall apply:
16.2.1 Unless we otherwise agree with you in writing, you will be responsible for payment of any import duties and taxes. Please contact your local customs office for further information before placing your order.
16.2.2 You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.
17 Price of products and delivery charges:
17.1 The prices of the Products will be as quoted on our website, in our catalogue, or in any other sales literature which we may provide to you from time to time. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was provided to you. However if we discover an error in the price of Product(s) you ordered, please see clause 17.5 for what happens in this event.
17.2 Prices for our Products may change from time to time, but changes will not affect any order which we have confirmed with an Order Confirmation.
17.3 In our catalogue, unless otherwise specified our prices are exclusive of VAT. On our website we generally specify both VAT exclusive and VAT inclusive amounts. Where any of our prices are communicated without specifying whether the price is inclusive or exclusive of VAT, the price excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. If the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
17.4 The price of a Product does not include delivery charges. Our delivery charges will be as quoted on our website, in our catalogue, or in any other sales literature which we may provide to you from time to time. The delivery options which are currently available to you in respect of orders placed on our website are set out on our website at www.alexandra.co.uk/delivery.
17.5 We stock a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our website may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will inform you of this error and we will give you the option of continuing to purchase the Product 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.
18 How to pay:
18.1 Unless we otherwise agree in writing, you can only pay for Products using a debit card or credit card or by cheque (if placing an order by post). We accept the following cards: Visa, Maestro, Connect, MasterCard and Delta.
18.2 Unless we agree a credit facility with you, payment for the Products, and all applicable delivery charges, is required in advance.
18.3 Please contact us using the contact details available on the Contact Us page on our website at www.alexandra.co.uk/contact-us if you would like to discuss the possibility of arranging a credit facility.
18.4 If you are a business customer and have not made any payment due to us under the Contract by the due date for payment:
18.4.1 We may suspend or cancel future deliveries of Products.
18.4.2 We may cancel any discount offered to you.
18.4.3 You shall pay interest on the overdue amount at the rate of 8% per annum above the Bank Rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay us interest together with the overdue amount; and
18.4.4 We may charge you a reasonable administration fee in respect of any costs incurred by us in relation to the collection of any payment which is due to us and which you have not paid within 45 days of the due date for payment.
19 Our warranty for the Products if you are a business:
19.1 We provide a warranty that on the date of delivery the Products shall be free from material defects. However, this warranty does not apply in the circumstances described in clause 19.2.
19.2 The warranty in clause 19.1 does not apply to any defect in the Products arising from:
19.2.1 fair wear and tear.
19.2.2 wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party.
19.2.3 if you fail to use the Products for their intended purpose, or if you use them other than in accordance with any care or usage instructions accompanying them.
19.2.4 any alteration, repair, or modification carried out by you or by a third party; or
19.2.5 any specification provided by you.
19.3 If you are a consumer, you have the benefit of additional legal rights (often referred to as statutory rights) in relation to Products that are faulty or not as described (please see clause 6.1 for further information). Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
20 Our liability if you are a business:
This clause 20 only applies if you are a business customer.
20.1 We only supply Products for internal use by your business. They are not intended for resale.
20.2 Nothing in these Terms limit or exclude our liability for:
20.2.1 death or personal injury caused by our negligence.
20.2.2 fraud or fraudulent misrepresentation.
20.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
20.2.4 defective products under the Consumer Protection Act 1987.
20.3 Subject to clause 20.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise howsoever arising for:
20.3.1 any loss of profits, sales, business, or revenue.
20.3.2 loss or corruption of data, information or software.
20.3.3 loss of business opportunity.
20.3.4 loss of anticipated savings.
20.3.5 loss of goodwill; or
20.3.6 any indirect or consequential loss.
20.4 Subject to clause 20.2 and clause 20.3 , our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise howsoever arising, shall in no circumstances exceed 120% of the price paid by you for the Products.
20.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. 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. We will not be responsible for ensuring that the Products are suitable for your purposes. SUBJECT TO CLAUSE 20.2 ABOVE, AND FOR THE AVOIDANCE OF DOUBT, WE SHALL NOT BE RESPONSIBLE FOR ENSURING THAT ANY OF OUR PRODUCTS (AND IN PARTICULAR THOSE WHICH ARE DESCRIBED AS PROTECTIVE EQUIPMENT, BODY ARMOUR, OR SECURITY PRODUCTS) WILL PREVENT, OR REDUCE THE SEVERITY OF, PERSONAL INJURY FOR THE USER.
21 Our liability if you are a consumer:
This clause 21 only applies if you are a consumer.
21.1 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 failure to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
21.2 We only supply the Products for domestic and private use. We have no liability to you for any loss of profit, loss of revenue, loss of business, business interruption, or loss of business opportunity. If you use any Products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 20.
21.3 We do not in any way exclude or limit our liability where it would be unlawful to do so. This includes for:
21.3.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors.
21.3.2 fraud or fraudulent misrepresentation.
21.3.3 breach of your legal rights in relation to the products including any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession) or any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
21.3.4 defective products under the Consumer Protection Act 1987.
22 Events outside our control:
22.1 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 22.2.
22.2 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.
22.3 If an Event outside Our Control takes place that affects the performance of our obligations under a Contract:
22.3.1 we will contact you as soon as reasonably possible to notify you; and
22.3.2 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.
22.4 Where there is a risk of substantial delay, you may contact us to end the contract and receive a refund for any Products you have paid for but not received.
23 Communications between us:
23.1 If you are a consumer:
23.1.1 To cancel a Contract in accordance with your legal right to do so as set out in clause 13 you should contact us in accordance with clause 13.6.
23.1.2 If you wish to contact us in writing for any other reason, you can send this to us by post to Alexandra, West Park House, Midland Way, Thornbury, Bristol, BS35 2NT or by email to email@example.com. You can always contact us using our Customer Services telephone line, the details for which are available on our website at www.alexandra.co.uk/contact-us.
23.2 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.
23.3 If you are a business:
23.3.1 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, e-mail, or posted on our website.
23.3.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our main trading address as set out in clause 1.1 above; 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; if sent by e-mail, one business day after transmission; or, if posted on our website, immediately.
23.3.3 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.
23.3.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
24 Other important terms:
24.1 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.
24.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
24.3 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.
24.4 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.
24.5 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, in other words, the rights of us shall not be prejudiced or restricted by any indulgence or forbearance extended by us to you and no waiver by us in respect of any breach shall operate as a waiver in respect of any subsequent breach. 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.
24.6 If you are a consumer, please note that these Terms are governed by English law, subject to clause 24.7. This means a Contract for the purchase of Products 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.
24.7 If you are a consumer, nothing in these terms shall affect your rights as a consumer under the applicable law in the jurisdiction in which you are resident.
24.8 If you are a business customer, 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.
24.9 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).
SCHEDULE 1 – DATA PROCESSING AGREEMENT
This Data Processing Agreement only applies if you are a business and only to the extent that Alexandra is acting as a data processor under your instructions.
1.1 In this Data Processing Agreement:
Alexandra MI HUB Limited (company number 00454264) trading as ‘Alexandra’;
Customer the business or entity purchasing goods from Alexandra;
Data Controller has the meaning given to ‘Data Controller’, or ‘Controller’ as appropriate, in the Data Protection Laws;
Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed;
Data Processor has the meaning given to ‘Data Processor’, or ‘Processor’ as appropriate, in the Data Protection Laws;
Data Protection Laws means all applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679) and any applicable national laws, regulations and secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Data Protection Act 2018, the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426);
GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing directive 95/46/EC as updated, superseded or repealed from the time to time;
Personal Data has the meaning given in the Data Protection Laws.
2 DATA PROCESSING
2.1 Where Alexandra processes Personal Data on the Customer’s behalf, the Customer acknowledges that the Customer is the Data Controller and the owner of such Personal Data, and that Alexandra is the Data Processor.
3 COMPLIANCE WITH DATA PROTECTION LAWS
3.1 Alexandra and the Customer shall comply with the requirements of the applicable Data Protection Laws.
3.2 In respect of any Personal Data to be processed by Alexandra in connection with its obligations to the Customer for which the Customer is Data Controller, Alexandra shall:
3.2.1 process that Personal Data only on behalf of the Customer in accordance with the Customer’s documented instructions and to perform its obligations under this Data Processing Agreement or other documented instructions from the Customer and for no other purpose save to the limited extent required by law;
3.2.2 have in place and at all times maintain appropriate technical and organisational measures in such a manner as is designed to ensure the protection of the rights of the data subject and to ensure a level of security appropriate to the risk.
3.2.3 not engage any sub-processor, other than an Authorised Processor as set out in this Data Processing Agreement without the prior specific or general written authorisation of the Customer and in the case of general written authorisation; Alexandra shall inform the Customer of any intended changes concerning the addition or replacement of other processors, thereby giving the Customer the opportunity to object (acting reasonably) to such changes. If the parties cannot resolve the objection, then Alexandra shall have the right to terminate any agreement affected by the use of the sub-processor.
3.2.4 ensure that terms similar to those in this Data Processing Agreement are agreed with any sub-processor and that each sub-processor shall be obligated to act at all times in accordance with duties and obligations similar to those of Alexandra under this Data Processing Agreement. Alexandra shall at all times remain liable for the performance of the sub-processor’s obligations.
3.2.5 upon request and or 12 months following termination or expiry of this Data Processing Agreement, destroy or return (as the Customer directs) all Personal Data and delete existing copies except to the extent that Alexandra is required to retain a copy of the Personal Data by law;
3.2.6 ensure that all persons authorised to process the Personal Data are subject to obligations of confidentiality.
3.2.7 make available to the Customer all information reasonably necessary to demonstrate compliance with the obligations laid out in Article 28 of GDPR and this Data Processing Agreement and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer, of Alexandra’s data processing facilities in order to ascertain compliance with Article 28 GDPR and this Data Processing Agreement. Such audits and inspections to be subject to the following conditions:
(a) Alexandra shall be given at least fourteen (14) days’ notice prior to and audit or inspection.
(b) audits and inspections shall take place during the normal business hours of Alexandra as set by Alexandra.
(c) the Customer and/or their mandated auditor shall, prior to carrying out an audit or inspection, agree to any reasonable non-disclosure agreement required by Alexandra; and
(d) the Customer shall be liable for all costs in relation to such an audit or inspection.
3.2.8 immediately inform the Customer if, in its opinion, an instruction infringes Data Protection Laws.
3.2.9 taking into account the nature of the processing and the information available to Alexandra, provide assistance to the Customer in connection with the fulfilment of the Customer’s obligation as Data Controller to respond to requests for the exercise of data subjects’ rights, to the extent applicable;
3.2.10 provide the Customer with assistance upon request in ensuring the Customer’s compliance with its obligations concerning security of processing, data breach notification, communication of a personal data breach to the data subject, data protection impact assessments, and prior consultation with supervisory authorities, to the extent applicable to the Customer, taking into account the nature of the processing and the information available to Alexandra;
3.2.11 assist the Customer (where requested by the Customer) in connection with any regulatory or law enforcement authority audit, investigation or enforcement action in respect of the Personal Data;
3.2.12 without undue delay, notify the Customer in writing about:
(a) any Data Breach of which Alexandra becomes aware in respect of Personal Data that it processes on behalf of the Customer.
(b) any request for disclosure of the Personal Data by a law enforcement authority (unless otherwise prohibited);
(c) any access request or complaint received directly from a data subject (unless authorised to do so).
3.3 Alexandra shall be entitled to charge the Customer a fee for carrying out its obligations in relation to paragraphs 3.2.7, 3.2.9, 3.2.10 and 3.2.11 of this Data Processing Agreement. Such fee shall cover the costs reasonably incurred by the Data Controller in complying with those obligations.
3.4 The Customer shall indemnify Alexandra against all liabilities, claims, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Alexandra for which it may become liable as a result of or in connection with any failure of the Data Controller to comply with this Data Processing Agreement or the Data Protection Laws.
4 INTERNATIONAL DATA TRANSFERS
4.1 In respect of any Personal Data to be processed by Alexandra pursuant to this Data Processing Agreement for which the Customer is Data Controller, Alexandra shall not transfer the Personal Data outside the EEA or the UK to an international organisation without ensuring appropriate levels of protection, including any appropriate safeguards if required, are in place for the Personal Data in accordance with the Data Protection Laws.
5 DETAILS OF PROCESSING ACTIVITIES
5.1 The following table sets out the details of processing authorised by the Data Controller, as required by Article 28 of GDPR:
|Purposes for which the Personal Data shall be processed||Alexandra will process the Customer’s Personal Data for the purposes of performing services for the Customer’s benefit, or as otherwise instructed by the Customer.
This shall principally consist of processing the Customer’s Personal Data for the provision of uniform to individual wearers (to fulfil uniform the Order) for delivery of Products and/or Services ordered.
|Description of the categories of the data subjects||Data subjects are those individuals who will utilise the Goods, being principally employees, workers, contractors or agents of the Customer.|
|Description of the categories of Personal Data
||The Personal Data to be processed shall be as set out in the Order or as otherwise communicated to Alexandra by the Customer. The Customer shall not provide Personal Data unless it is necessary for the fulfilment of the Order and shall anonymise or pseudonymise Personal Data wherever possible.
|The envisaged duration of the processing of Personal Data
||Processing shall continue until termination of this Data Processing Agreement and removal of the Personal Data pursuant to paragraph 3.2.5 of this Data Processing Agreement.
|| The Data Controller hereby authorises all of the current sub-processors used by Alexandra; and
The Data Controller hereby grants general authorisation for the engagement of sub-processors pursuant to paragraph 3.2.3 of this Data Processing Agreement.
Information about sub-processors is available on request and Alexandra shall provide meaningful information in relation to the security measures employed by the sub-processors, however the name, specific location and other information relating to the specific identity of the sub-processor may be withheld by Alexandra as confidential information.
SCHEDULE 2 - MODEL CANCELLATION FORM FOR CONSUMER CUSTOMERS
(Print, complete and return this form only if you are a consumer and wish to withdraw from the contract)
0333 600 1111