This privacy statement (“Statement”) applies to Home Well Trading, Mesensi Ltd., Sensica Inc., and all of its subsidiaries (collectively, "SENSICA" "we," or "us").
The security and privacy of your information are very important to us. Whether you are purchasing one of our products or services or just visiting our website, we want you to trust us with managing and protecting the information that you provide us with. We have prepared this statement to explain more about who we are and how we collect and manage your information.
By using any of our products or services (including our website) and/or by agreeing to this Statement, e.g., in the context of registering for any of our products or services or by any other means, you understand and acknowledge that we will collect and use personal data as described in this Statement.
2. Who we are and how can you contact us
2870 Peachtree Rd NW #915-7364
Atlanta, GA 30305
UK & EU –
483 Green Lanes
London, N13 4BS
Tel: 0800 923 4833
MESENSI Ltd. is the "Controller" for the purposes of EU General Data Protection Regulation ("GDPR").
Questions, comments, requests and complaints regarding this Statement and the information we hold are welcome and should be addressed to us at supportUK@sensica.com. All requests will be dealt with promptly and efficiently.
You have the right to make a complaint at any time to the relevant supervisory authority for data protection issues. however, appreciate the chance to deal with your concerns before you approach the authorities so please contact us in the first instance.
3. Information we may collect from you
Personal data, or personal information, means any information about an individual from which that person can be identified.
We collect personal data from you voluntarily when you provide such personal data to us, or via our services with which you interact. We may also be given other personal data relating to you by other persons, or we may obtain such other personal data about you as may be provided to us in the course of our legitimate business activities.
You do not have to provide us with your information although in some cases, if you do not, it may mean that you are unable to use our services. For example, we may be unable to complete any reservation you may wish to make unless you provide us with your delivery address, or you may be unable to participate in our loyalty programs, unless you allow us to send you information and updates about our business activities.
While providing services to you, we may collect and process data, including the following, which might contain your personal data (collectively "Personal Data"):
- Identity Data - includes full name, username or any similar identifier, marital status, title, date of birth and gender.
- Contact Data - includes billing address, delivery address, email address and telephone numbers, website.
- Financial Data - includes payment card details, bank account, etc.
- Transaction Data - includes details about payments to and from you and other details of products and services you have purchased from us.
- Usage Data - includes information about how you use our website and services.
- Technical Data - includes internet protocol (IP) address, the device you are using, browser type and version, screen resolution, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access this website.
- Marketing and Communications Data - includes your preferences in receiving marketing from us and our third parties and your communication preferences.
We may collect and process any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data) or any information about criminal convictions and offences, but that’s only if and when you provide us with such data, upon your sole discretion.
We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal data but is not reveal your identity.
4. How is your Personal Data Collected?
We use different methods to collect data from and about you including through:
- Direct interactions - You may give us your Identity, Contact and Financial Data by filling in forms (e.g. "Contact Us" or "Newsletter Subscription", etc.) or by corresponding with us by phone, email or otherwise.
- Automated technologies or interactions - As you interact with our website or any other system operated by us, we may automatically collect Personal Data (please refer to the description below, under "Cookies Usage").
- Third parties or publicly available sources - We may receive personal data about you from various third parties and public sources, e.g.: advertising and social networks, analytics providers, search information providers.
5. Cookies Usage
- Remember your language and other preferences;
- Remember your username and password for future visits so that log-in is easier and faster;
- Ensure you obtain all requested information;
- Provide a safe and secure service for online transactions;
- Track your response to advertisements and website or app content for analysis and the number of times we send you the same advertisement;
- Measure how many people use the Site, and how they use it, so that we may keep it running quickly and efficiently; and
- Help us and others deliver communications and content to you that are relevant, customized and responsive to your interests and location.
We may use various types of Cookies:
Essential Cookies – these Cookies are necessary for the site to work and enable you to move around it and use its services and features.
Functional Cookies - we use Functional Cookies to save your settings on the site - settings such as your language preference or purchase information you have previously used. We also use Functional Cookies to store such things as the last product or service you searched for, so that you can easily find it the next time you visit. Some Functional Cookies are essential to viewing maps or videos on our site. We also may use "Flash Cookies" for some of our animated content.
Session Cookies - these Cookies are stored only temporarily during a browsing session and are deleted from your device when you close the browser. We use Session Cookies to support the functionality of the Site and to understand your use of the site, e.g. which pages you visit, which links you use and how long you stay on each page.
Persistent Cookies - these Cookies are not deleted when you close your browser but are saved on your device for a fixed period or until you delete them. Each time you visit the site, the server that set the Cookie will recognize the persistent Cookie saved on your device. We and others use persistent Cookies to store your preferences, so that they are available for your next visit, to keep a more accurate account of how often you visit the Site, how often you return, how your use of the site may vary over time and the effectiveness of advertising efforts.
Targeting and advertising Cookies - these cookies are used to collect information from you to help us to improve our products and services as well as serve you with targeted advertisements that we believe will be relevant to you. We use targeting cookies on our websites for various marketing initiatives and campaigns. We also may use some Analytics Cookies and Other Technologies to facilitate advertising.
Advertising Cookies - also include Social Plug-In Cookies Social Plug-In Cookies are used to share content from the site with members and non-members of social media networks such as Facebook, Twitter, YouTube and Pinterest. These Cookies are usually set by the social networking provider, enabling such sharing to be smooth and seamless.
Analytics Cookies - collect information about your use of the site, and enable us to improve the way it works. These Cookies give us aggregated information that we use to monitor site performance, count page visits, spot technical errors, see how users reach the Site, and measure the effectiveness of advertising (including emails we send to you).
Other Technologies may be used for the same purposes as our Cookies, to allow us and third parties to know when you visit the Site, and to understand how you interact with emails or advertisements. Through Other Technologies, non-personal data (e.g., your operating system, your browser version, and the URL you came from) or aggregate information may be obtained and used to enhance your experience and understand traffic patterns.
Managing cookies and opting out: aside from the Essential Cookies described above, you can choose to visit and use our website without cookies, but in some cases certain services, features, and functionality may not be available. To visit without cookies, you can always configure your browser to reject all cookies or notify you when a cookie is set.
You can always delete your browser history in order to delete any cookies from your computer.
6. Usage of your Personal Data
We will only use your personal data when the law allows us to, i.e. when we have a Lawful Basis for such usage. Such lawful and legal basis can be any of the following:
- Carry out our obligations arising from any contracts entered between you and us. For example, making and managing your booking and operating and providing services in connection with any of our loyalty programs in accordance with the terms of our agreement with you;
- Your consent for the process of your personal data;
- our use of your information is necessary to meet responsibilities we have to our regulators, tax officials, law enforcement, or otherwise meet our legal responsibilities;
- our use of your information is in our legitimate interest as a commercial organization. For example, to operate and improve our services and to keep people informed about our products and services (including for profiling and targeted advertising). In these cases, we will look after your information at all times in a way that is proportionate and respects your privacy rights.
In general, we do not rely on consent as a legal basis for processing your personal data, other than in relation to sending third party direct marketing communications to you via email or text message. Yet, in any case in which you have provided your consent to our processing of your information, you can withdraw this consent at any time by contacting us through the contact details provided above.
7. Transfer and disclosure of Personal Data
We may disclose your personal data to third party service providers for the purpose of providing services to you, for example the processing and fulfillment of your booking or reservation. We may also disclose your personal data in other occasions in accordance with applicable law, e.g. when we have a legal obligation to do so, or when where are allowed to do so under our legitimate interests. In any such transfer we will take steps to make sure such transfer is carefully managed to protect your privacy rights:
- transfers within our group and affiliates will be subject to an agreement / policies and procedures made to ensure that your data receives an adequate and consistent level of protection;
- transfers to any subcontractor or processor will be subject to contractual terms ensuring the security and protection of any personal data, in accordance with applicable law provisions;
- any transfer of data which originates in the European Union ("EU") to a country outside of the European Economic Area (EEA), shall be made in compliance with the provisions of chapter 5 of the GDPR. Such transfer can be made to countries which are recognized as providing an adequate level of legal protection or where we can be satisfied that alternative arrangements are in place to protect your privacy rights, e.g. the EU-US Privacy Shield;
any requests for information we receive from law enforcement or regulators will be carefully validated before the disclosure of any Personal Data.
8. Links to other sites
This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy notice of every website you visit.
9. How we secure your information
We are committed to protecting the security of your personal data. We use a variety of security technologies and procedures to help protect your personal data from unauthorized access and use. However, the collection, transmission and storage of information can never be guaranteed to be completely secure. Yet, we take steps to ensure that appropriate security safeguards are in place to protect your information, and we will continue to revise policies and implement additional security features as new technologies become available.
10. Retaining your information in our systems
We will only retain your personal data for as long as necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements. We maintain a data retention policy which we apply to all the records we hold, ensuring minimization of retention periods
In some circumstances we may anonymize your personal data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.
11. Data Subjects' rights under EU data protection laws - GDPR
Under EU law, EU residents and individuals, have certain rights to apply to us to provide information or make amendments to how we process data relating them:
- right to access your personal data - you can ask us to confirm whether or not we have and use your personal data, and if so, you can ask for a copy of your data;
- right to correct your personal data - you can ask us to correct any of your personal data which is incorrect, after verifying the accuracy of the data first;
- right to erase your personal data - you can ask us to erase your personal data if you think we no longer need to use it for the purpose we collected it from you. you can also ask for such erasure in any case in which the process of your data was based on your consent, or where we have used it unlawfully or where we are subjsect to a legal obligation to erase your personal data. any request for such erasure will be subject to our obligations under the law (e.g. our obligation to keep some records for tax or customs purposes);
- right to restrict our use in your personal data - you can ask us to restrict our use of your personal data in certain circumstances;
- right to object to how we use your personal data - you can object to any use of your personal data which we have justified by our legitimate interest if you believe your fundamental rights and freedoms to data protection outweigh our legitimate interest in using the information;
- you can always require us to refrain from using your data for direct marketing purposes;
- you can ask us to transfer your information to another organization and/or provide you with a copy of your personal data.
These rights apply in certain circumstances in accordance with the provision of the GDPR. In addition, we may not always be able to do what you have asked, for example, if it would impact the duty of confidentiality we owe to others, or if we are otherwise legally entitled to deal with the request in a different way. However, we encourage you to contact us with any such request, and we will be happy to assist you.
12. Special Notification for California Residents
Individual customers who reside in California and have provided their personal information to the Hilton Portfolio of Brands may request information about our disclosures of certain categories of personal information to third parties for their direct marketing purposes. Such requests must be submitted to us through the contact information Specified above.
13. Changes to this Privacy Statement
We reserve the right to change this statement from time to time at our sole discretion. If we make any changes, we will post those changes here so that you can see what information we gather, how we might use that information and in what circumstances we may disclose it. By continuing to use our site or our services or otherwise provide data after we post any such changes, you accept and agree to this statement as modified.
Effective as for November 2018.
Your privacy is of the utmost importance to us, and we will never give your personal details to any outside company for mailing or marketing purposes.
When you buy from our website, we have to collect certain personal information from you (for example: your name, email address, payment address and card details). All this information is held on secure servers. Mesensi Ltd. complies fully with all applicable Data Protection and consumer legislation, and will treat all your personal information as completely confidential.
To give you the best and most efficient service, we use reputable third-party banking and distribution institutions to handle our credit card transactions and order fulfilment. They receive the information needed to verify and authorise your payment card and to process your order. All these organisations are under strict obligation to keep your personal information private.
We realise how important it is to store any information that you provide as securely as possible, and Mesensi Ltd. maintains the highest levels of security. Our site uses high-level SSL encryption technology, the most advanced security software currently available for online transactions.
When a page is secure, ‘https’ will replace the ‘http’ at the front of the website address in your browser address window. A small locked padlock will also appear in the bottom bar of your browser window.
Phishers trick people into giving confidential information. Examples include falsely claiming to be a legitimate company when sending an email to a user, in an attempt to get the user to send private information that will be used for identity theft and fraud.
We will never ask you to send any personal details via email. If we require such details, we will ask you to contact us by phone. Should you receive an email claiming to be from Mesensi Ltd. requesting this kind of information, please do not respond but let us know.
IMPORTANT: YOUR ATTENTION IS DRAWN TO CONDITIONS 2.1, 6.3 and 10.
1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions):
Contract means the contract between You and Us for the sale of the Products and which incorporates these Conditions, the Order, the Order Confirmation and the Website and Retail Charter;
Confidential Information means any and all information provided by either party under the Contract that is either (i) marked as being confidential (or in the case of verbal discussions is later confirmed in writing to be confidential) or (ii) information (however communicated) that is of a type that the other party could reasonably have been expected to know that the information was confidential;
Delivery Location means the place where delivery of the Products is to take place under the Contract, as set out in the Order;
Order means any order made by You for Our Products through Our website at www.sensica.com
Order Confirmation means Our written confirmation of the Order, incorporating these Conditions;
Price means the price payable by You for the Products, as notified by us;
Products means any goods to be supplied to You by Us under the Contract;
We, Our, Ours means MESENSI Ltd., a company incorporated in England and Wales whose registered office is at 483 Green Lanes, London, N13 4BS;
Website and Retail Charter means the Website and Retail Charter, a copy of which We can provide You, which is entered into by both You and Us if You intend to resell Our Products; and
You, Your, Yours means the person(s), firm or company who purchases the Products from Us.
1.2 Unless a contrary intention appears:
1.2.1 the masculine includes the feminine and the singular includes the plural, and vice versa;
1.2.2 a reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof;
1.2.3 headings are for ease of reference only and shall not affect the interpretation or construction of these Conditions;
1.2.4 any lists or examples following the word “including” shall be interpreted without limitation to the generality of the preceding words;
1.2.5 references to Conditions are, unless otherwise provided, references to clauses of these Conditions;
1.2.6 references to “writing” shall include facsimile and email.
2 FORMATION OF CONTRACT
2.1.1 Subject to Condition 2.3, the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which You purport to apply under any purchase order, confirmation of order or other document).
2.1.2 Except as otherwise provided in these Conditions, all other terms, conditions, warranties and representations (whether oral or in writing) are excluded from the Contract between Us and You. These Conditions supersede any and all prior promises, representations, undertakings or implications.
2.1.3 No statement, illustration or drawing in any circular, advertisement, trade literature or other such communication shall be deemed to imply any representation, warranty or condition. Any such statement, illustration or drawing is for guidance purposes only and shall not form part of the Contract.
2.2 No terms or conditions endorsed on, delivered with or contained in an Order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 No variation to these Conditions shall have effect unless agreed in writing by one of Our directors.
2.4 Each Order shall be deemed to be an offer by You to purchase the Products from Us, subject to these Conditions.
2.5 No Order placed by You shall be deemed to have been accepted by Us, and no Contract shall be formed, until an Order Confirmation has been issued by Us.
3 WEBSITE AND RETAIL CHARTER
The Website and Retail Charter contains provisions relating to the use of Our brand for the Products. You shall comply with the Website and Retail Charter and shall act in accordance with the provisions contained therein.
4.1 Unless agreed otherwise in writing by Us, all Prices are on ex works basis.
4.2 The Price is shown in UK pounds sterling.
4.3 Unless otherwise stated, the Price is inclusive of Value Added Tax. If You require Us to deliver to a Delivery Location which is not within the UK, You are responsible for any importation taxes, sales taxes or other charges which may be levied at that Delivery Location. Additionally, please note that when ordering from www.sensica.com, You are considered the importer of record and must comply with all laws and regulations of the country in which You are receiving the goods.
4.4 We have the right to vary the Price of the Products from time to time on reasonable notice to You but We shall not exercise our right to vary the Price of the Products after We have issued an Order Confirmation.
4.5 Whilst We endeavour to ensure that all Prices displayed on Our website are accurate, errors may occasionally occur. We shall inform You as soon as We become aware of an error in the pricing of a Product. In that event, We shall also request Your confirmation whether You wish to proceed with the Order at the correct price or whether You wish to cancel Your Order. If We are unable to contact You for any reason, Your Order will be deemed cancelled. Any monies paid in respect of cancelled Orders shall be refunded in full within 30 days from the date of cancellation.
The Price shall be due and payable by You in full and cleared funds at the time You place Your Order, unless otherwise agreed in writing by Us, and the time of payment shall always be of the essence of the Contract.
6.1 Delivery of the Products shall take place at the Delivery Location. It is Your responsibility to ensure that the address of the Delivery Location is accurate. We shall not be responsible if this Delivery Location is incorrect.
6.2 3-5 business days delivery in respect of your order if:
6.2.1 the Delivery Location is situated in the UK; and
6.2.2 Your Order is received before  pm GMT the preceding day; and
6.2.3 there is sufficient stock for Us to fulfil Your Order. We shall try to inform You, as soon as it is reasonable to do, if We find out that there is insufficient stock to fulfil Your Order. As a gesture of good will, We shall nevertheless try to deliver that part of Your Order which is in stock first, and then fulfil rest of Your Order when stock is in. However, We cannot fulfil the above commitments for any reason, this shall not entitle You to terminate this Contract.
6.3 Delivery times or dates in respect of deliveries outside the UK are estimates only and are not guaranteed.
6.4 The time for delivery shall not be of the essence of the Contract.
6.5 We shall be entitled to deliver the Products in separate instalments. Any delay or failure by Us to deliver, or any claim by You in respect of any one or more of the instalments in accordance with these Conditions, shall not entitle You to treat the Contract as a whole as repudiated.
6.6 We reserve the right, at Our sole option, to cancel or withhold the delivery of any Products, in whole or in part:
6.6.1 until receipt of Your payment for the Products;
6.6.2 if any of the events at Condition 11.1 occur.
6.7 On delivery of the Products, You shall check the Products against the delivery note. We shall not be liable for any damage, destruction, breakage or shortage of the Products delivered to You, unless You give Us notice of such damage, destruction, breakage or shortage within forty-eight (48) hours of the date of delivery. Risk in the Products shall pass to You on delivery.
6.8 If, for any reason, You fail to take delivery of any of the Products on the date of delivery, or We are unable to deliver the Products because You have not provided appropriate instructions, documents, licences or authorisations, We may store the Products until delivery at a later date, at Your cost (including but not limited to storage and insurance costs). If You fail to take delivery of the Products within fourteen (14) days following the date of the first attempted delivery, We may rescind the Contract and sell the Products to a third party.
6.9 Subject to the other provisions of these Conditions, We shall not be liable for any direct, indirect or consequential loss, including but not limited to, loss of profit, costs, damages, charges or expenses caused by any delay in the delivery of the Products (even if caused by Our negligence). Delay in delivery of the Products, howsoever arising, shall not entitle You to terminate the Contract.
7.1 We shall not be liable for any non-delivery of Products unless You give Us written notice within seven (7) days of receipt of Our advice of despatch.
7.2 Our liability for non-delivery of the Products shall be limited, at Our sole discretion, to:
7.2.1 delivering the Products within a reasonable time; or
7.2.2 issuing a credit note against any invoice raised for such Products, at the pro rata Contract rate based on the quantity of the Products which have not been delivered; or
7.2.3 refunding at the pro rata Contract rate the price paid for the quantity of the Products which have not been delivered;
and this shall be Your sole and exclusive remedy in relation to such non-delivery.
8 RISK AND TITLE
8.1 The Products are at Your risk from the time of delivery in accordance with Condition 6.7 above.
8.2 Notwithstanding Condition 8.1 above, the legal and beneficial ownership of the Products shall not pass to You until We have received in full and in cleared funds:
8.2.1 all sums due to Us in respect of the Products; and
8.2.2 all other sums due or becoming due to Us from You.
8.3 Until ownership of the Products has passed to You, You must:
8.3.1 hold the Products on a fiduciary basis as Our bailee;
8.3.2 store the Products, at no cost to Us, separately from other products belonging to You so they remain readily identifiable as Our property;
8.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Products;
8.3.4 maintain the Products in satisfactory condition, insured on Our behalf for their full price against all risks to Our satisfaction;
8.3.5 hold the proceeds of the insurance referred to in Condition 8.3.4 on trust for Us and not mix them with any other money nor pay the proceeds into an overdrawn bank account,.
8.4 In respect of Products of which ownership has not passed to You:
8.4.1 You may resell the Products, solely on the following conditions:
(a) any sale shall be effected in the ordinary course of Your business at full market value; and
(b) any such sale shall be deemed to be a sale of Our property on Your own behalf and You shall deal as principal when making such a sale[; and
(c) You shall remain liable to Us in respect of the Price of the Products which You have resold]; and
8.4.2 We shall be entitled to:
(a) recover payment for the Products notwithstanding that ownership of the Products has not passed from Us;
(b) in the following circumstances, require You to deliver up the Products to Us, and if You fail to do so forthwith, We may recover the Products:
(i) if You commit any material breach of any of Your obligations under these Conditions; or
(ii) if any of the events at Condition 11.1occur.
8.5 You hereby grant Us, Our agents, sub-contractors and employees an irrevocable licence at any time to enter premises where the Products are or may be stored, to inspect these Products, or where Your right to possession has terminated, to recover these Products.
8.6 Where We are unable to determine whether Your right to possession has terminated in respect of any Products, You shall be deemed to have sold all Products in the order in which We invoiced such Products to You.
8.7 On termination of the Contract, howsoever arising, Our rights, but not Yours, under this Condition 8 shall remain in full force and effect.
9 FAULTY PRODUCTS
9.1 In the event that any Products are found to be faulty within the earlier of twelve (12) months:
9.1.1 of the date You purchased the Products for Your own use; or
9.1.2 of the date of the sale by You to an end user (if You purchased the Products not as an end user);
and such date of purchase or sale, whichever is appropriate, is duly evidenced to Our satisfaction by the provision of a copy of the relevant proof of purchase or sale, You shall be entitled to return such Products to Us.
9.2 In the event that We reasonably consider any Product returned in accordance with Condition 9.1 is:
9.2.1 not faulty; or
9.2.2 damaged or otherwise caused to be unworkable as a result of any of Your actions and/or that of the end user of the Product;
We may at Our sole discretion, return the same to You [and We reserve the right to require You to reimburse Us for Our reasonable expenses in examining and returning such Products to You]. We shall have no further obligations to You in respect of these Products.
9.3 Subject to Conditions 9.1 and 9.2, We shall, at our absolute discretion:
9.3.1 repair or replace faulty Products; or
9.3.2 refund the price of faulty Products, based on the quantity of the Products which are faulty, pro rata to the Price paid under the Contract.
10 LIMITATION OF LIABILITY
10.1 Nothing in these Conditions excludes or limits Our liability for death or personal injury caused by Our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be restricted by law.
10.2 Save as provided by Section 12 of the Sale of Goods Act 1979 and in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Subject to Condition 10.1:
10.3.1 Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with or under the Contract shall be limited to the Price payable for the Products under the Contract; and
10.3.2 We shall not be liable in contract, tort (including negligence), statutory duty or otherwise howsoever for any claim, damage, loss or costs in respect of (whether direct or indirect):
(a) loss of profit;
(b) loss of use;
(c) loss of anticipated contracts and/or savings;
(d) loss of goodwill;
(e) loss of opportunity;
(f) loss of business and/or business interruption; or
(g) any indirect loss or consequential or special loss or damage;
and both You and We hereby acknowledge that each type of loss under this Condition 10.3.2 shall be severable in accordance with Condition 14.2.
10.4 We shall also not be liable for, and You shall indemnify and keep indemnified Us against, any and all actions, awards, proceedings or claims, complaints, costs, expenses (including legal expenses and disbursements), penalties, damage or loss arising by reason of the sale and/or use of the Products after You become aware of any defect in the Products, or after circumstances have occurred which should reasonably have indicated to You of the existence of a defect in the Products.
11.1 If You purchase the Products as a consumer, within the meaning of the Consumer Protection (Distance Selling) Regulations 2000, You have a right to cancel this Agreement within seven working days beginning with the day after the day on which this Agreement is concluded. If You wish to cancel the Agreement, You must let Us know in writing by letter, fax or email and comply with Our returns policy as shown here. We shall provide you with a full refund of the Price paid within 30 days from the date on which You give Us notice of cancellation.
11.2 We are entitled to terminate the Contract immediately on written notice if:
11.2.1 You fail to observe or perform any of Your obligations under the Contract; or
11.2.2 (being an individual or partnership):
(a) You suspend, or threaten to suspend, payment of Your debts, or are unable to pay Your debts as they fall due, or admit Your inability to pay Your debts, or are deemed either unable to pay Your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986;
(b) You make or propose to make an arrangement or composition with Your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors;
(c) You are or propose to become the subject of a bankruptcy petition or order;
(d) You die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing Your own affairs or become a patient under any mental health legislation;
11.2.3 (being a company):
(a) You are, or We reasonably consider You to be, unable to pay Your debts when they fall due, as defined in Section 123 of the Insolvency Act 1986;
(b) You make or propose to make any arrangement or composition with Your creditors or make an application to a court of competent jurisdiction for the protection of Your creditors in any way;
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with Your winding up;
(d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed over You;
(e) a floating charge holder over Your assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over Your assets or a receiver is appointed over Your assets;
11.2.4 You suffer actions analogous to those described in Conditions 11.2.2 and/or 11.2.3 in any jurisdiction;
11.2.5 We, acting reasonably, have serious doubts as to Your solvency;
11.2.6 any distraint is levied against You or Your property by any third party;
11.2.7 You cease, or threaten to cease, to carry on all or a substantial part of Your business; or
11.2.8 You are late in paying, or do not pay, any monies due to Us from You.
12.1 Each party shall, and shall procure that their employees, agents, representative and sub-contractors shall, keep secret and not disclose any Confidential Information in relation to the other party obtained by reason of the Contract, except information that is in the public domain.
12.2 The obligations under Condition 12.1 will not apply to the extent that the Confidential Information (based on documentary evidence):
12.2.1 is already publicly known at the time it is disclosed to the receiving party;
12.2.2 later becomes publicly known other than as a result of a breach by the receiving party of Condition 12.1;
12.2.3 was already known to the receiving party before it was disclosed;
12.2.4 is required to be disclosed by the receiving party by a court order or statutory law, provided that the receiving party will inform the disclosing party as soon as possible of any such obligation to disclose;
provided always that if the receiving party is seeking to rely upon any of the exceptions set out above then the Confidential Information shall not be deemed to be within one of the exceptions merely because it is in more general information within such exceptions. In addition, any combination of features disclosed will be deemed to be within the public domain only if both the combination itself and its use fall within the exceptions.
12.3 This Condition 12 shall apply during the continuance of the Contract and after its termination howsoever arising.
13 FORCE MAJEURE
We reserve the right to defer the date of delivery of the Products or to cancel the Contract without liability to You, and We shall not be liable for any failure to meet Our obligations under the Contract if We are prevented from, or delayed in, the carrying on of Our business due to circumstances beyond Our reasonable control, including, but not limited to, acts of God, governmental actions, war or national emergency, acts of terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, snow, explosion, flood, storm, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to Our workforce), failure of a utility service or transport network, or restraints or delays affecting carriers or inability or delay in obtaining supplies or adequate or suitable materials, or other similar events.
14.1 You expressly acknowledge and agree that, in entering into the Contract, You do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
14.2 If any provision of the Contract or these Conditions is held invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Contract had been executed with the invalid, illegal or unenforceable provision eliminated.
14.3 Each of Our right or remedy under the Contract is without prejudice to any other rights or remedies belonging to Us, whether under the Contract or not.
14.4 Any failure or delay by Us in enforcing or partially enforcing any of Our rights or remedies under the Contract shall not be construed as a waiver of any of Our rights under the Contract and shall not prevent Us from later reasserting such rights or remedies.
14.5 Any notice or other communication given under these Conditions shall be in writing and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered post or fax or email to Our registered office and Your address, as set out in the Contract, or such other address as shall be notified by each party to the other from time to time.
14.6 Any such notice shall be deemed to have been received:
14.6.1 at the time of delivery, if personally delivered; or
14.6.2 forty-eight (48) hours from the date of posting in the case of pre-paid recorded delivery or registered post; or
14.6.3 at the time of transmission, if sent by fax; or
14.6.4 at the time the email is available to be read in the recipient’s in-box, if sent by email;
but if notice is not received within business hours (meaning 9 am to 5 pm Monday to Friday, except a public holiday in the place of receipt), the notice shall be deemed to have been received when business next starts.
14.7 Except as otherwise provided in these Conditions or the Contract, a person who is not a party to the Contract shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions or the Contract.
14.8 You shall not be entitled to assign, sub-contract or otherwise dispose of the Contract or any part of it without Our prior written consent.
14.9 We may assign or sub-contract all or any part of Our obligations under the Contract to any person, firm or company.
14.10 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by, and construed in accordance with, English law and both You and We submit to the exclusive jurisdiction of the English courts.
14.11 If you have any comments, questions or requests regarding the products, please contact Us at: MESENSI Ltd., 483 Green Lanes, London, N13 4BS, telephone 0800 923 4833 (if You call from within the UK) or +44 0800 923 4833 (if You call from outside the UK) or email email@example.com.
483 Green Lanes
+44 0800 923 4833