Terms & Conditions
TERMS AND CONDITIONS
1. About us
1.1. Company details. Found Pop Limited (company number 11133091) (the Company, we and us. We are registered in England and Wales and our registered office is at 14-16 Great Pulteney Street, London, United Kingdom, W1F 9ND.
1.2. Contacting us. To contact us telephone our customer service team at +44(0)203 871 5571 or email email@example.com. How to give us formal notice of any matter under the Contract is set out in Clause 19.
Part 1: Use of the Sites
1. Access to the Sites
2.1. We operate the website www.foundpop.com (Company Site) and also provide our products and services via our appointed partner, Appear Here Limited (the Partner) .The Partner’s website can be found at www.appearhere.co.uk (Partner Site) In these terms and conditions the Company Site and the Partner site are collectively referred to as the Sites).
2.2. The information relating to the Company's Goods and Services provided by us, or our Partner (whether via the Sites or otherwise) is not in any way an invitation or recommendation to buy or rent any products or services featured and you should satisfy yourself of their suitability before submitting a Request in accordance with Clause 7.
2.3. Access to the Company Site may be suspended, restricted or terminated at any time. We are not responsible for providing uninterrupted access to the Partner Site and cannot guarantee its availability.
2.4. We reserve the right to change, modify, substitute or remove without notice any information relating to the Company's Goods and Services on the Sites from time to time.
2.5. We assume no responsibility for the contents of the Partner Site, other than contents which relate to our Goods and/or Services, or any other websites to which the Site has links. Where the Company Site contains links to other sites and resources provided by third parties, these links are provided for information only. The use of third party sites, including the Partner Site, may be subject to separate terms and conditions.
3. Intellectual Property
3.1. The copyright in the Company material contained in the Sites, together with the Company Site design, text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets) belongs to us, our subsidiaries or the providers of such information. All rights are reserved. None of this material may be reproduced or redistributed without our written permission. You may, however, download or print a single copy for your own non-commercial off-line viewing.
3.2. "Found Pop", "FoundPop", "Found Associates" and "Found" are trade marks of Found Pop Limited or its group companies. Other product and company names mentioned on the Sites may be the trade marks or registered trade marks of their respective owners. "Found x Appear Here" is the trade name of the collaboration between the Company and the Partner.
4. Exclusions of liability
4.1. We use reasonable endeavours to ensure that the data on the Company Site, and any data on the Partner Site which relates to the Company, is accurate and to correct any errors or omissions as soon as practicable after being notified of them. To the extent permitted by applicable law, we disclaim all warranties and representations (whether express or implied) as to the accuracy of any information contained on the Sites. We do not guarantee that the Sites will be fault free and do not accept liability for any errors or omissions.
4.2. Due to the nature of electronic transmission of data over the internet, and the number of users by whom data is posted on to the Sites, any liability we may have for any losses or claims arising from an inability to access the Sites, or from any use of the Sites or reliance on the data transmitted using the Sites, is excluded to the fullest extent permissible by law. In no event shall we be liable for any indirect loss, consequential loss, loss of profit, data, revenue, business opportunity, anticipated savings, goodwill or reputation whether in contract, tort or otherwise arising out of or in connection with these Terms or use of the Sites save where such liability cannot be excluded by law.
4.3. We do not give any warranty that the Sites are free from viruses or anything else, which may have a harmful effect on any technology.
5. Terminating your access to the Sites
5.1. We may terminate or refuse your access to the Goods and Services provided via the Sites at any time without notice to you.
Part 2: Terms of Supply of Goods and Services
6. Our contract with you
6.1. Our contract. These terms and conditions (Terms) apply to the request by you and supply of goods and services by us to you directly or indirectly through our Partner(Contract). Each Contract shall apply to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing and shall prevail over any terms and conditions or acknowledgements between the parties relating to the subject matter of the Contract.
6.2. Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. Nothing in this Clause shall limit or exclude any liability for fraud.
6.3. Language. These Terms and the Contract are made only in the English language.
6.4.Your copy. You should print a copy of these Terms or save them to your computer for future reference.
7. How to order Goods and Services
7.1. Submitting a request for a quotation. Please follow the onscreen prompts or complete the quote request form to request a Quotation. Each request by you to rent or buy the goods (Goods) and receive the services (including but not limited to assembly and de-assembly services) (Services) specified in the request will be subject to these Terms (Request).
7.2. Correcting input errors. Please check your Request carefully before confirming it. You are responsible for ensuring that your Request and any specification submitted by you is complete and accurate.
7.3. Acknowledging receipt of your Request. After you submit a Request you will receive an email or online notification from us acknowledging that we have received it, but please note that this does not mean that your Request has been accepted. Our acceptance of your Request will take place as described in Clause 7.4.
7.4. Accepting your Request. Once you have placed a Request, we will contact you to discuss your requirements and / or send you a detailed quotation setting out the commercial terms on which we will supply Goods and Services to you (Quotation). The Contract between you and us will come into existence when you confirm your acceptance of our Quotation in accordance with it terms. The Contract between you and us will only be formed when we receive such confirmation. All Goods and Services are supplied under a Contract, which shall be deemed to incorporate these Terms.
7.5. Performance of the Contract. Some elements of the Contract may be performed by the Partner on behalf of the Company, for example the collection of the Charges due under the Contract. In the event the Partner is acting on our behalf, the communications with you will be clearly marked to this extent with a reference in a form “Partner acting on behalf of the Company”.
7.6. Duration of Contract. Each Contract shall, unless terminated in accordance with these Terms, continue in force for the period specified in the Quotation.
7.7. If we cannot accept your Request. If we are unable to supply you with the Goods or Services for any reason, we will inform you of this by email and we will not process your Request.
8. Supply of Goods and Services
8.1. Goods will be rented to you under the terms of the relevant Contract, unless we have agreed in writing that Goods will be sold to you. Contracts for the rental of Goods may be subject to additional limitations and/or requirements (including but not limited to minimum rental periods, minimum value guarantees and deposits) as specified in the Quotation.
8.2. The images of the Goods on the Sites are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.
8.3. We reserve the right to amend the specification of the Goods or the Services if required by any applicable statutory or regulatory requirement.
9. Delivery, transfer of risk and title
9.1. All delivery costs will be payable by you, as specified in the Quotation.
9.2. We will contact you within 2 days of the Contract coming into force with an estimated delivery date. We will use reasonable endeavours to deliver Goods on such delivery date but time of delivery shall not be of the essence. Occasionally our delivery to you may be affected by an Event Outside Our Control. See Clause 17 (Events outside our control) for our responsibilities when this happens.
9.3. Delivery is complete once the Goods have been unloaded at the address for delivery set out in your Request and the Goods will be at your risk from that time.
9.4. If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
9.5. If you fail to take delivery on the day on which we notified you that the Goods were ready for delivery, we may redeploy or resell part of, or all the Goods and charge you for reasonable costs and expenses incurred by us as a result of the failed delivery (including but not limited to storage costs and additional delivery costs).
9.6. Where the Goods are sold to you, Clause 9.7 only shall apply. Where the Goods are to be rented to you, Clause 9.8 only shall apply.
9.7. Where the Goods are sold to you:
(a) Ownership of the Good shall not pass to you until we have received in full (in cash or cleared funds) all sums due to us in relation to the Goods.
(b) Until ownership of the Goods has passed to you, you shall:
- (i) hold the Goods on a fiduciary basis as our bailee;
- (ii) not destroy, deface or obscure any identifying mark, plate or label on or relating to the Goods; and
- (iii) maintain the Goods in good condition (fair wear and tear only excepted) and at your own cost keep them insured on our behalf for their full replacement value against all risks to our reasonable satisfaction, specifying us as loss payee. On request, you shall produce the policy of insurance to us.
(c) We shall be entitled to recover payment for the Goods notwithstanding that ownership of the Goods has not passed from us.
(d) You grant us, our agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored or installed in order to inspect, or, where entitled to do so, to recover them.
9.8. Where the Goods are rented to you:
(a) The ownership of the Goods shall not pass to you, you shall:
- (i) hold the Goods on a fiduciary basis as our bailee;
- (ii) ensure that the Goods are used in accordance with all relevant user guides and our reasonable instructions;
- (iii) provide reasonable security for the Goods;
- (iv) keep prominently affixed to the Goods such plate or label as we may require to denote that the Goods are our property and shall not destroy, deface or obscure any plate or label on or relating to the Goods;
- (v) maintain the Goods in good condition (fair wear and tear only excepted) and at your own cost keep them insured on our behalf for their full replacement value against all risks to our reasonable satisfaction, specifying us as loss payee. On request, you shall produce the policy of insurance to us;
- (vi) without prejudice to the generality of (vi) above, indemnify us in full against any loss of or damage to the Goods, to the extent not caused by fair wear and tear;
- (vii) not hold yourself out as the owner of the Goods or sell, offer for hire, assign, pledge, charge or otherwise encumber any Goods or, without our prior consent, create or permit to exist any lien on the Goods;
- (viii) not remove, adjust, modify, add to, alter, attempt to repair, tamper with or use the Goods other than in accordance with our instructions, and shall ensure that the Goods are kept and used in a suitable environment and only for the purposes for which they are designed;
- (ix) not attach any Goods to any land or building so as to cause the Goods to become a permanent or immovable fixture on such land or building;
- (x) procure access for us to any place where the Goods are located in order for us to inspect the condition of Goods to ensure compliance with these Terms and to enforce our rights hereunder; and
- (xi) notify us immediately of any loss, theft, damage or destruction of any Goods.
(b) On expiry or termination of the Contract for whatever reason you shall promptly make the Goods available to us in good condition (subject to fair wear and tear). If you fail to do so, we shall have the right, on 24 hours' written notice, to enter any of your premises where the Goods are held to recover them (and you grant us, our agents and employees an irrevocable licence to enter any relevant premises in order to do so).
9.9. We will charge our then current rate for replacement of the Goods to the extent that they cannot be removed without causing damage to the same
10. International delivery
10.1. We deliver to countries outside of the UK (including the United States) (International Delivery Destinations). However, there are restrictions on some Goods for certain International Delivery Destinations, so please review the information in the Quotation on delivery carefully before confirming your acceptance of the Quotation.
10.2. If you request Goods from our Sites for delivery to one of the International Delivery Destinations, your Request may be subject to import duties and taxes, which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
10.3. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your Request.
10.4. You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.
11. Price of goods and delivery charges
11.1. You shall pay the charges for the Goods and Services as set out in the Quotation (Charges).
11.2. Prices for our Goods and Services may change from time to time, but changes will not affect any Contract that has been formed.
11.3. The price of Goods and Services excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your Request and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
11.4. If you fail to pay any sum payable when due, the liability shall be increased to include interest on that sum from the date when such payment was due until the date of the actual payment at a rate of 4% over the base rate from time to time of the Bank of England. Such interest shall accrue on a daily basis and shall be compounded annually.
11.5. The price of the Goods and Services does not include delivery charges. Our delivery charges are as advised to you in the Quotation.
12. How to pay
12.1. You can only pay for Goods and Services using the methods set out in the Quotation, which may include making payment to our Partner in response to an invoice issued by it.
12.2. Prices and all payment terms for the Goods and Services and all applicable delivery charges will be set out in the Quotation.
12.3. All payments shall be made in full without deduction, withholding or deferment in respect of any set-off or counterclaim. Charges paid in advance shall not be returnable in the event of termination of a Contract for whatever reason.
13. Manufacturer's guarantee
Where Goods are sold to you, some of the Goods may come with a manufacturer's guarantee. We hereby assign to you the benefit of any such manufacturer's guarantee to the fullest extent permitted under applicable laws. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Goods.
14. Our warranty for Goods and Services
14.1. We warrant to you that:
(a) We are the legal and beneficial owner of the Goods; and
(b) We have full authority to supply the Goods and Services to you on these Terms;
(c) Services shall be provided with reasonable care and skill using appropriately trained and experienced personnel.
14.2 We provide a warranty that on delivery, the Goods shall:
(a) subject to Clause 8, conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by us.
14.3. Subject to Clause 14.4 if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 14.2; and
(b) we are given a reasonable opportunity of examining the Goods; and
(c) if we ask you to do so, you return the Goods to us at your cost, we will, at our option, repair or replace the defective Goods, or refund Charges payable in respect of the defective Goods in full.
14.4. We will not be liable for breach of the warranty set out in Clause 14.2 if:
(a) you make any further use of the Goods after giving notice to us under Clause 14.3;
(b) the defect arises as a result of us following any instruction, drawing, design or specification supplied by you;
(c) you alter or repair the Goods without our written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
14.5. We will only be liable to you for the Goods' failure to comply with the warranty set out in Clause 14.2 to the extent set out in this Clause14.
14.6. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
14.7. These Terms also apply to any repaired or replacement Goods supplied by us to you.
15. Our liability: your attention is particularly drawn to this clause
15.1. We only supply the Goods and Services for internal use by your business, and you agree not to use the Sites or the Goods or Services for any resale purposes.
15.2. Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
15.3. Subject to Clause 15.2, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(d) any indirect or consequential loss.
15.4. Subject to Clause 15.2, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed 100% of the Charges payable by you under the relevant contract.
15.5. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods or Services. 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. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
16.1. Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
16.2. Where Goods are rented to you, on termination of a Contract for any reason:
(a) all Charges and outstanding unpaid invoices and interest due to us shall be immediately paid. We may submit invoices for any Charges which have been incurred but not yet invoiced, which shall be payable on receipt;
(b) you shall deliver the Goods to any person and reasonable place nominated by us at your expense (including all transport, insurance and related costs) in as good a condition as it was on the date it was installed (fair wear and tear only excepted).
16.3. All rights and obligations shall cease to have effect immediately on termination of the Contract, save that termination shall not affect your or our rights and remedies that have accrued as at termination.
16.4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
17. Events outside our control
17.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
17.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the 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 Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
17.3. You may cancel the Contract affected by an Event Outside Our Control, which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at your cost) any relevant Goods you have already received.
18. How we may use your personal information
18.1. For details on how we will use the personal information you provide to us, please see our Privacy Notice at http://www.foundpop.com/dataprivacy
19. Communications between us
19.1. When we refer to "in writing" in these Terms, this includes email.
19.2. Any notice or other communication given, under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
19.3. A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
19.4. 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 email, that such email was sent to the specified email address of the addressee.
19.5. The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action.
20.1. Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
20.2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
20.3. Waiver. If we do not insist that you perform any of your obligations under the Contract, 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 or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
20.4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
20.5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
20.6. Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.