Terms and Conditions of Sale
Terms and Conditions of Sale
In these terms and conditions (the “terms” or the “contract“) the following words and phrases set out in Schedule 1 shall have meanings ascribed thereto.
- THESE TERMS
- Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
- OUR CONTRACT WITH YOU
- Our acceptance of your order will take place when, having received the relevant payment, we email you to accept it, at which point a contract will come into existence between you and us.
- If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product. This might be because the Services have been discontinued or because of unexpected limits on our resources or other factors beyond our control which we could not reasonably plan for.
- We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
- OUR SERVICE
- Subject to receipt of the Initial Payment, and upon acceptance of your order, we will grant to you a non-exclusive, non-transferable right, without the right to grant sublicenses, to access and use the Services during the Initial Term and thereafter upon receipt by you of the Subsequent Annual Subscription Fee we will grant to you a non-exclusive, non-transferable right, without the right to grant sublicenses, to use the Services during the corresponding Subsequent Annual Term.
- You acknowledge that you will require the following (the “Service Requirements”) in order to be able to access the Services and that it is your responsibility to ensure that the Service Requirements are met and that we shall have no responsibility for your access to such Service Requirements:
- Internet access with download speed of no less than [ ]MB and upload speed of no less than [ ]MB
- A computer with audio playback capability and either Widows or Mac operating systems.
- A quiet place in which to listen to the hypnosis and mindfulness/meditation audio downloads on a sufficiently regular basis pursuant to the requirements of the NutriHyp Program for the duration of each download.
- OUR RIGHTS TO MAKE CHANGES
- We may change the nature and/or content of the Services:
- to reflect changes in relevant laws and regulatory requirements;
- to include or edit content where we feel, in our discretion, that such changes would constitute an improvement on the quality and/or offering of the Services;
- to implement minor technical adjustments and improvements, for example to address a security threat; and
- to provide for updates to any of the software and/or other materials comprised within the Services
- PROVIDING THE SERVICES
- We will make the Services available for access by you as soon as we receive the Initial Payment and accept your order.
- We are not responsible for delays or loss in Service outside our control.
- We may have to suspend the supply of the Services:
- to deal with technical problems or make minor technical changes;
- to update the Services to reflect changes in relevant laws and regulatory requirements;
- We will endeavour to contact you in advance to tell you we will be suspending supply of the Services, unless the problem is urgent or an emergency.
- If you do not pay us for the Services when you are supposed to and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the Services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Services.
- YOUR RIGHTS TO END THE CONTRACT
- You are entitled to terminate the contract between us for a period of 30 days from the date of acceptance of the contract and commencement of the Initial Term in which case you shall be entitled to a refund of the Initial Payment. If you wish to terminate the contract please complete the details set out in the Model Termination Form in Schedule 1 of these terms and conditions and return same to us by email at email@example.com;
- We will deduct the Subsequent Annual Subscription Fee on each anniversary of the commencement of the Initial Term unless you have notified us in advance that you do not wish to renew for a Subsequent Annual Term. We will notify you 14 days in advance of your renewal of the Subsequent Annual Term to ensure you have an opportunity to cancel should you wish to do so. We allow for a further 14 days period after deduction of the Subsequent Annual Subscription Fee during which you may notify us if you do not wish to renew for a Subsequent Annual Term in which case you shall be entitled to a full refund of the Subsequent Annual Fee.
- In all other cases where you terminate the Services you shall not be entitled to a refund.
- We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
- We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then your refund will be made within 14 days of your telling us you have changed your mind.
- OUR RIGHTS TO END THE CONTRACT
- We may end the contract for a product at any time by writing to you if:
- you breach any of the terms of the contract ;
- you do not make any payment to us when it is due and you still do not make payment within [ ] days of us reminding you that payment is due;
- 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, for example, [TYPE OF INFORMATION];
- you do not, within a reasonable time, allow us to deliver the products to you or collect them from us;
- you do not, within a reasonable time, allow us access to your premises to supply the services; or
- We may write to you to let you know that we are going to stop providing the Services. We will let you know at least 7 days in advance of our stopping the supply of the Services and will refund any sums you have paid in advance for the Services in respect of the portion of the Initial Term or the Subsequent Annual Term (as the case may be) in which you do not receive the Services which you have paid in advance for.
- IF THERE IS A PROBLEM WITH THE PRODUCT
- If you have any questions or complaints about the product, please contact us. You can write to us at firstname.lastname@example.org
- Summary of your legal rights. We are under a legal duty to supply products that are in conformity with this 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.
- Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on [NUMBER] or email us at [ADDRESS] for a return label or to arrange collection.
- PRICE AND PAYMENT
- Where to find the price. The respective amounts payable in respect of the Initial Payment and the Annual Subsequent Payment (which includes any applicable VAT) will be the prices indicated on the Site and on the order pages when you placed your order. We take all reasonable care to ensure that the foregoing prices of the advised to you are correct.
- What happens if we got the price wrong. It is always possible that, despite our best efforts, the Services may be incorrectly priced. If the prices charged to you are higher than those quoted on the Site at the date such prices are charged and provided you notify us of such error, we shall refund you the difference between the price charged to you and the price quoted on the Site on the date such amount was charged to you.
- When you must pay and how you must pay. You must pay the Initial Payment before being granted access to the Services. You must pay each Annual Subsequent Payment in order to continue to receive access to the Services for each corresponding Annual Subsequent Term.
- OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
- You assume sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use. As with any weight loss or dietary program, we strongly advise that you speak to your doctor before undertaking any aspect of the Services to ensure you are a suitable candidate for undergoing the NutriHyp program, including but not limited to following the nutritional guidelines, and/or listening to the hypnosis audio programs. Without prejudice to the other provisions of this Clause 13.1, we shall have no liability for any damage caused where medical advice has not been taken prior to undertaking the Services nor shall we have any liability for any damage caused where medical advice has been taken and you have been advised by your doctor that you are not suitable for undergoing the NutriHyp program nor shall we have any liability for any damage caused due to the instructions in the Services not having been followed correctly or as directed.
- All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law with regard to the Services and/or the Site are, to the fullest extent permitted by applicable law, excluded from this contract. We shall use commercially reasonable endeavours to ensure the Services are available 24 hours a day, seven days a week for the entire duration of the Initial Term and thereafter for each Subsequent Annual Term where you have paid the corresponding Subsequent Annual Subscription Fee, however ,and without prejudice to the first sentence of this sub clause (b), we shall have no responsibility and shall not be liable for any damage for any loss of Services or where the Services are no longer available where same is caused by force majeure or any event outside our control. However we will, in such event, contact you as soon as possible to let you know and we will take such steps as we deem necessary to minimise the effect of such event.
- We shall not be liable whether in tort (including for negligence or] breach of statutory duty, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
- Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total amount of fees paid by you and received by us for the Services during the 24 months immediately preceding the date on which the claim arose.
- We do not exclude or limit in any way our liability in respect of death or personal injury caused by our negligence or fraud.
- Notwithstanding sub clause (d), we shall have no liability to you in any circumstances whatsoever where (i) you have not taken medical advice prior to undergoing the NutriHyp program and/or (ii) you have taken medical advice prior to undergoing the NutriHyp Program and your doctor has advised that the NutriHyp Program is not suitable for you.
- We are not liable for business losses. We only supply the Services for domestic and private use. You may not use the Services for any commercial, business or re-sale purpose and we will have no liability to you for any loss of any nature suffered where the Services have been used by you or a person connected with you for commercial, business or re-sale purposes.
- HOW WE MAY USE YOUR PERSONAL INFORMATION
- INFORMATION ABOUT US AND HOW TO CONTACT US
- We are DM Luxury Products Limited an Irish private limited company with company registration number 407910. You can contact us by writing to us at email@example.com. 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.
- When we use the words “writing” or “written” in these terms, this includes emails.
- OTHER IMPORTANT TERMS
- We may transfer our rights and obligations under these terms to another organisation. [We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract OR We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may contact us to end the contract within [PERIOD] of us telling you about it and we will refund you any payments you have made in advance for products not provided].
- You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
- This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
- Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
- These terms are governed by Irish law.
Notices. Any notice or other communication whether required or permitted to be given under this Agreement shall be given in writing (including email) and shall be deemed to have been duly given if delivered by hand to the addressee or sent by registered post to the addressee at the address set out for such party in this Agreement (or such other address (or email address) as that party may from time to time designate in writing to the other parties in accordance with the provisions of this Clause). Any such notice shall be deemed to have been duly given if delivered by hand, at the time of delivery, if delivered by email, at the time the email is sent and if sent by registered post, forty eight hours after posting.
Severability. If any provision in this Agreement is deemed to be, or becomes invalid, illegal, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way.
Parties Bound. This Agreement shall be binding upon and run for the benefit of the parties, their successors and permitted assigns.
Conflict. In the event of any conflict between this Agreement and the Constitution, this Agreement shall prevail.
Entire Agreement. This Agreement, together with the Declaration of Trust, constitutes the entire agreement and understanding between the parties with respect to their subject matter, and except as expressly provided, supersedes all prior representations, writings, negotiations or understandings with respect to that subject matter.
Further Assurance. Each party shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power to implement this Agreement.
Waivers and Variations.
- A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.
- No variation of this Agreement shall be effective unless it is made in writing and signed by each of the parties.
- Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement.
- Governing Law and Jurisdiction. This Agreement and all relationships created hereby will in all respects be governed by and construed in accordance with the laws of Ireland and the parties hereby submit to the non-exclusive jurisdiction of the courts of Ireland.
SCHEDULE 1 – DEFINED TERMS
|“Initial Payment”||means the lump sum initial payment chargeable in respect of initial access to the Services as advertised on the Site;
|“Initial Term”||means the period of one year from the date of payment of the Initial Payment or such longer period as may be notified by us to you from time to time;
|“Services” or the “NutriHyp Program”
|means the NutriHyp Program provided on a subscription payment basis at the Site;
|“Site”||means www.nutrihyp.com ;
|“Subscription Term”||means the period for which you are authorised to access the Services, being the period comprising the Initial Terms and the Subsequent Terms.
|“Subsequent Annual Subscription Fee”||the amount payable as notified on the Site for continued access to the Service for the Subsequent Annual Terms
|“Subsequent Annual Terms”||means subsequent annual rolling periods of one year commencing from the payment of the Subsequent Annual Subscription Fee and following the expiry of the Initial Term.
|“you”||means any customer acquiring the Services.
|“we”||means DM Luxury Products Limited, being the proprietor and the provider of the Services.|
SCHEDULE 2 – MODEL CANCELLATION FORM
(Complete and return this form only if you wish to withdraw from the contract)
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],
Ordered on [*]/received on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
[*] Delete as appropriate