Terms and conditions

TERMS AND CONDITIONS OF USE

Introduction

These terms and conditions apply between you, the User of this Website (including any sub-domains, unless expressly excluded by their own terms and conditions), and ANN REEVES & FRANCESCA LTD, the owner and operator of this Website. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.

In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by ANN REEVES & FRANCESCA LTD and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to ANN REEVES & FRANCESCA LTD and accessing the Website in connection with the provision of such services.

You must be at least 18 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.

Intellectual property and acceptable use

1. All Content included on the Website, unless uploaded by Users, is the property of ANN REEVES & FRANCESCA LTD, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is provided by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner’s prior written permission
2. You may, for your own personal, non-commercial use only, do the following:
   retrieve, display and view the Content on a computer screen
3. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of ANN REEVES & FRANCESCA LTD.

Prohibited use

4. You not use the Website for any of the following purposes;
   • In any way which causes, or may cause, damage to the Website or interferes with any other person’s use or enjoyment of the Website;
   • In any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
   • Making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.

 Registration

5. You must ensure that the details provided by you on registration or at any time are correct and complete.
6. You must inform us immediately of any changes to the information that you provide when registering by updating your personal details to ensure we can communicate with you effectively.
7. We may suspend or cancel registration with immediate effect for any reasonable purpose or if you breach these terms and conditions.
8. You may cancel your registration at any time by informing us in writing to the address at the end of these terms and conditions. If you do so, you must immediately stop using the Website. Cancellation or suspension of your registration does not affect any statutory rights.

Links to other website

9. This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of ANN REEVES & FRANCESCA LTD or that of our affiliates.
10. We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
11. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

Privacy Policy and Cookie Policy

12. Use of this Website is also governed by our Privacy Policy and Cookies Policy, which are incorporated into these terms and conditions by this reference. To view the Privacy Policy and Cookies Policy, please click on the following: https://francesca.ro/privacy-policy and https://francesca.ro/cookie-policy .

Availability of the Website and disclaimers

13. Any online facilities, tools, services or information that ANN REEVES & FRANCESCA LTD make available through the Website (the Service) is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. ANN REEVES & FRANCESCA LTD is under no obligation to update information on the Website.
14. Whilst ANN REEVES & FRANCESCA LTD uses reasonable endeavours to ensure that he Website is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
15. ANN REEVES & FRANCESCA LTD accepts no liability for any disruption or non-availability of the Website.
16. ANN REEVES & FRANCESCA LTD reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.

Limitation of liability

17. Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
18. We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.
19. To the maximum extent permitted by law, ANN REEVES & FRANCESCA LTD accepts no liability for any of the following:
    • Any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
    • Loss or corruption of any data, database or software;
    • Any special, indirect or consequential loss or damage.

General

20. You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your will not be affected.
21. These terms and conditions may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the then current version.
22. These terms and conditions together with the Privacy Policy and Cookies Policy contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions.
23. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.
24. If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.
25. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
26. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Wales courts.

ANN REEVES & FRANCESCA LTD details

27. ANN REEVES & FRANCESCA LTD is a company incorporated in England and Wales with registered number 12098340 whose registered address is 31 Windmill Street, Fitzrovia, Greater London, W1T 2JN and it operates the Website https://francesca.ro/. The registered VAT numbers is GB 332959675.

You can contact ANN REEVES & FRANCESCA LTD by email on office@annreeves-uk.com

TERMS AND CONDITIONS FOR SALE OF GOOD TO BUSINESS CUSTOMERS

Application and entire agreement

1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you or Customer) from Ann Reeves & Francesca LTD a company registered in England and Wales under number 12098340 whose registered office is at 31 Windmill Street, Fitzrovia, Greater London, W1T 2JN (we or us or Supplier).
2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Good between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

4. A “business day” means any day other than Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
6. Words imparting the singular number include the plural and vice-versa.

Goods

7. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representation about the Goods by us. Description of the Goods set out in our sales documentation are intended as a guide only.
8. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.

Price

9. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
10. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
11. Any increase in the Price under the clause above will only take place after we have told you about it.
12. You may be entitled to discounts. Any and all discounts will be at our discretion.
13. The price is exclusive of fees for packaging and transportation / delivery.
14. The price is inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and alteration

15. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell Goods which is capable of acceptance.
16. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of _____ days only from the date shown in it unless expressly withdrawn by us at an earlier time.
17. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.

Payment

18. We will invoice you for the Price either:
    1. on or at any time after delivery of the Goods; or
    2. where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
19. You must pay the Price within _____ days of the date of our invoice or otherwise according to any credit terms agreed between us.
20. You must make payment even if delivery has not taken place and/ or that the title in the Goods has not passed to you.
21. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of _____% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
22. Time for payment will be of the essence of the Contract between us and you.
23. All payments must be made in British Pounds unless otherwise agreed in writing between us.
24. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

Delivery

25. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
26. If you do not specify a delivery address or if we both agree, you must collect the Good from our premises.
27. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.
28. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
    1. Store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and/or
    2. Make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
    3. After 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
29. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
30. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of Goods.
31. We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installment.

Inspection and acceptance of Goods

32. You must inspect the Goods on delivery or collection.
33. If you identify any damages or shortages, you must inform us in writing within _____ days of delivery, providing details.
34. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
35. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
36. We will be under no liability or further obligation in relation to the Goods if:
    1. If you fail to provide notice as set above; and/or
    2. You make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
    3. The defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
    4. The defect arises from normal wear and tear of the Goods; and/or
    5. The defect arises from misuse or alteration of the Goods, negligence, willful damage or any other act by you, your employees or agents or any third parties.
37. You bear the risk and cost of returning the Goods.
38. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within _____ days after delivery.

Risk and title

39. The risk in the Goods will pass to you on completion of delivery.
40. Title of the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
41. Until title of the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
42. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

Termination

43. We can terminate the sale of Goods under the Contract where:
    1. You commit a material breach of your obligations under these Terms and Conditions;
    2. You are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy or take advantage of any other statutory provision for the relief of insolvent debtors;
    3. You enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
    4. You convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.

Limitation of liability

44. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.
45. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
46. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
47. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
48. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
    1. Any indirect, special or consequential loss, damage, costs, or expenses; and/or
    2. Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
    3. Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
    4. Any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
    5. Any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
49. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability, and for fraud or fraudulent misrepresentation.

Communications

50. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorized officer of that party).
51. Notices will be deemed to have been duly given:
    1. When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
    3. On the fifth business day following mailing, if mailed by national ordinary mail; or
    4. On the tenth business day following mailing, if mailed by airmail.
52. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

Data protection

53. When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer; store or process personal data of employees of the Buyer.
54. The parties agree that where such processing of personal data takes place, the Buyer shall be “data controller” and the Seller shall be the “data processor” as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
55. For the avoidance of doubt, “Personal Data”, ”Processing”, “Data Controller”, “Data Processor” and “Data Subject” shall have the same meaning as in the GDPR.
56. The Seller shall only Process Personal data to the extent reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Processing any Personal Data for its own or for any third party’s purposes.
57. The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these terms and conditions or the extent required by applicable legislation and/or regulations.
58. The Seller shall implement and maintain technical and organizational security measures as are required to Protect data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s approach to data protection are specified in its Data Protection Policy, which can be found on our website, https://annreeves-uk.co,/_____. For any enquiries or complaints regarding data privacy, you can e-mail: office@annreeves-uk.com

Circumstances beyond the control of either party

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

No Waiver

60. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

Severance

61. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable)

Law and jurisdiction

62. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.