TERMS & CONDITIONS – VITAWAKE LTD
Last updated: 13/12/2019
TERMS AND CONDITIONS (“Terms”)
This Agreement applies to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read this Agreement carefully before using or accessing our Website. By accessing or using any part of the website, you agree to be bound by these Terms. If you do not agree with any part of the Terms, then you may not access the website or use any services.
The section headings used in this Agreement are included merely for convenience and will not limit or otherwise affect these Terms.
1. Our Information
"Vitawake" is a registered trademark in the United Kingdom. Vitawake Ltd offers this Website, including all information, tools and services available from this Website to you, the user, conditioned upon your acceptance of all Terms, conditions, policies and notices stated here.
Company number: 11771527
46 Syon Lane
PO Box 1267
2. Online Store Terms / General Conditions
By agreeing to these Terms, you confirm that you are age 18 or above and that you are legally capable of entering into binding contracts.
Due to the nature of the internet, we cannot prohibit those under the age of 18 from visiting our Website. However, all purchases of Products or Services on our Website must be made by adults of age 18 or above, and all users who register with our Website must be age 18 or above.
You may not use our Products for any illegal or unauthorised purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (included but not limited to copyright laws.)
You must not transmit any worms or viruses or any code of a destructive nature.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the Website through which the Service is provided, without express written permission by us.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
3. Description and Use of Services
Through the Services, by selecting one of our set plans (“Personalised Set Plans”; Keep Well Essential Plan, Bespoke Wellbeing Plan and Ultimate Wellbeing Plan) we help you to build your own pack of food supplements and/or vitamins that we deliver to you in packaged boxes on a subscription basis (“Subscription”). You also have the option to build your own pack (“Custom Plan”) from our Website as part of an alternative subscription plan.
We provide Visitors and Customers with access to the Website and the Services as described below.
Visitors, as the term implies, are people who do not register with us, but want to explore the Website. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Website, (ii) e-mail us, (iii) chat with us via our website, and (iv) participate in our questionnaire (“Quiz”).
Login is required for all Customers (registered users). Customers can do all things that Visitors can do, and can also access their personal account information, see their results to our Quiz and use the Services.
Vitawake Ltd is under no obligation to accept any individual as a Customer, and may accept or reject any registration in its sole and complete discretion.
4. Use of Personal Information
Your data or information generated from the usage of our Website may be transferred, sold or assigned to another third party as the result of a sale, transfer of business, merger, reorganisation, liquidation or change in control of Vitawake Ltd.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Your credit card information is always encrypted during transfer over networks.
5.1 Intellectual Property on the Website
The Website contains content owned by us ("Content"). The Content is protected by copyright, trademark, and other laws in the United Kingdom and we retain all rights in the Content and the Website. We hereby grant you a limited, revocable, non-sublicensable license to retrieve and display the Content (excluding any software code) solely for your personal, non-commercial use to the extent necessary to view the Website and place orders via the Website. You may retrieve and display the content of the Website on a computer screen, store such content in electronic form on disk (but not any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or Content on the Website without prior written permission from Vitawake Ltd. You will indemnify us against all losses, liabilities, costs and expenses reasonably suffered or incurred by us or for which we may become liable for (including but not limited to), all damages awarded against us under any judgement by a court of competent jurisdiction and all settlement sums paid by us as a result of any settlement agreed by us arising out of or in connection with:
5.1.1 any claim by any third party that the use of the Website by you is defamatory, offensive or abusive, or of an obscene or pornographic nature, or is illegal or constitutes a breach of any applicable law, regulation or code of practice;
5.1.2 any claim by any third party that the use of the Website by you infringes that third party's copyright or other intellectual property rights of whatever nature;
5.1.3 any fines or penalties imposed by any regulatory, advertising or trading body or authority in connection with the use of the Website by you; or
5.1.4 other than claims arising from the use by you of the Website to order Product(s) in the normal manner.
5.1.5 The Website contains content owned by other licensors to us ("Third Party Content"). You may not, unless and to the extent otherwise specifically authorised by us, copy, modify, translate, publish, reproduce, commercially exploit, broadcast, transmit, distribute, perform, display or sell any content appearing on or through the Website. You may retrieve and display content from the Website on a computer screen, print a single copy of individual pages on paper, and store such pages in electronic form for your personal non-commercial use to the extent necessary to view the Website and make reasonable use of the Website.
5.2 Prohibited Activity
The following is a non-exhaustive list of the types of activity that is illegal or prohibited on the Website. We reserve the right to investigate and take appropriate legal action against anyone who, in our opinion, violates this provision, including without limitation, reporting such person to law enforcement authorities. Prohibited activity includes, but is not limited to:
5.2.1 criminal activity or any tortuous act or civil wrong, pornography, incitement to racial hatred, incitement to terrorism, fraud, posting obscene material, drug dealing, harassment, stalking, spamming, sending of viruses or other harmful files, copyright infringement, trademark infringement, breach of confidence or theft of trade secrets;
5.2.2 covering or obscuring the banner advertisements on any page on the Website via HTML/CSS or any other means;
5.2.3 any automated use of the system such as using scripts to perform automated operations;
5.2.4 interfering with, disrupting or creating an undue burden on the Website or the networks or services connected to the Website;
5.2.5 attempting to impersonate another user or person. For the avoidance of doubt, this includes but is not limited to, creating fake accounts;
5.2.6 using the account or password of another user at any time or disclosing your password to any third party or permitting any third party to access your account;
5.2.7 using any information obtained from the Website to harass, abuse, or harm another person;
5.2.8 using the Website in a manner inconsistent with any and all applicable laws and regulations;
5.2.9 modifying, accessing or making available data stored on a computer device which you have accessed through our network, when either the owner of the data, computer or device has taken steps to prevent you from doing this or the owner has expressed a wish that you do not do this;
5.2.10 making available or uploading files that contain software or other material, data or information not owned or licensed to you or collecting information about others (e.g. names/addresses) without their prior consent;
5.2.11 gaining unauthorised access to other computer systems;
5.2.12 breaching any laws concerning the use of public communication networks;
5.2.13 making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner;
5.2.14 making available, uploading and distributing by any means any material or files that contain any viruses, bugs, corrupt data, "Trojan horses", "worms" or any other harmful software;
5.2.15 falsifying the true ownership of software or other material or information contained in files made available via the Website; or
5.2.16 obtaining or attempting to obtain unauthorised access, through whatever means, to the Website or computer systems or areas of our or any of our partners' networks which are identified as restricted;
5.2.17 disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material;
5.2.18 transmitting material that encourages conduct that constitutes a criminal offence, results in civil liability or otherwise breaches any relevant laws, regulations or code of practice;
5.2.19 interfering with any other person's use or enjoyment of the Website; or
5.2.20 interfering or disrupting networks or websites connected to the Website.
5.3 Disclaimer of Warranties; Limitation of Liability
5.3.1 We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free. Your access to the Website may occasionally be suspended or restricted to allow for repairs, maintenance, or the introduction of new features. We will make reasonable attempts to limit the frequency and duration of any such suspension or restriction. In particular, we expressly disclaim all warranties of fitness for a particular purpose, accuracy, completeness or non-infringement.
5.3.2 We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
5.3.3 You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.
5.3.4 You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all Products and Services delivered to you through the Service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
5.3.5 In no case shall Vitawake Ltd, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any Products procured using the Service, or for any other claim related in any way to your use of the Service or any Product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any Content (or Product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
5.3.6 The Website may contain links to other websites or applications but we are not responsible for the content, accuracy or opinions expressed on such websites or applications, and such websites and applications are in no way investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked website or application on the Website does not imply approval or endorsement of the linked website or application by us. When you access these third party sites or applications, you do so at your own risk. We take no responsibility for third party advertisements which are posted on the Website, nor do we take any responsibility for the goods or services provided by its advertisers.
5.3.7 We accept no responsibility for any error, omission, interruption, deletion, corruption, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorised access to, or alteration of, any content provided through the Website. We are not responsible for any problems or technical malfunction of any telephone network or lines, electronic networks, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on the Website or combination thereof, including any injury or damage to users or to any person's computer related to, or resulting from, participation or downloading materials in connection with the Website.
5.3.8 Under no circumstances shall we be responsible for any loss or damage resulting from use of the Website, from any Content posted on or through the Website, or from the conduct of any users of the Website, whether online or offline. The Website is provided "AS-IS" and as available and we make no representations or warranties of any kind as to the Website or the content thereof, including without limitation, as to availability of the Website for access and use.
You agree to indemnify and hold us, our subsidiaries, and affiliates, and our respective officers, agents, partners and employees, harmless from any loss, liability, demand, claim or legal proceedings brought or threatened, including expenses of any character suffered or incurred arising out of your use of the Website in violation of these Terms and/or arising from your use of or conduct on the Website and/or a breach of these Terms.
Nothing in these Terms shall be construed as limiting or excluding our liability for death or personal injury caused by negligence.
6. Our Products
6.1 Product Images
Products and its packaging may vary slightly from their pictures. The images of the Products on our Website are for illustrative purposes only. Although we have made every effort to display our Products accurately, your Product may vary slightly from these images. We cannot guarantee that your computer monitor’s display of any colour will be accurate.
6.2 Product Description
Our Website contains descriptions of food supplements and vitamins. We attempt to be as accurate as possible with the descriptions of the supplements and/or vitamins that are made available to you through the Services. However, we make no warranties that the Product descriptions and any other content are accurate, complete, reliable, current, or error-free. If a Product offered by us is not as described, your sole remedy is to return it in unused condition.
6.3 Errors and Inaccurate Information
6.3.1 We are not responsible if information made available on this Website is not accurate, complete or current. Occasionally there may be information on this Website or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. Any reliance on the material on this Website is at your own risk. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
6.3.2 This Website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only.
6.3.3 We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated. You agree that it is your responsibility to monitor changes to this Website.
6.4 Products or Services
6.4.1 Certain Products or Services may be available exclusively online through the Website. These Products or Services may have limited quantities and are subject to return or exchange only according to our Return Policy.
6.4.2 We reserve the right, but are not obligated, to limit the sales of our Products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Products or Services that we offer. All descriptions of Products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any Product or Service made on this site is void where prohibited.
6.4.3 We reserve the right, at any time, to modify, suspend, or discontinue the sale of any Product with or without notice and we will not incur any obligation as a result of such change. We may change the product: (i) to reflect changes in relevant laws and regulatory requirements; (ii) to reflect new findings in scientific and nutritional research; and (iii) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the product. If we make material changes to our Products, we shall inform you in writing by email of these changes and any relevant impact this may have on your use of the product.
6.4.4 We do not warrant that the quality of any Products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
6.5 Our Plans
Our Plans are designed to recur every 28 days from date of purchase. We specify that 28 days is equivalent to 1 month (four 7-day weeks) and therefore all Plans across our Website are set to renew monthly from the original date of purchase.
There are currently 5 Plans offered on our Website; 3 Personalised Set Plans (Keep Well Essentials Plan, Bespoke Wellbeing Plan, Ultimate Wellbeing Plan), a Custom Plan and a Prenatal Plan.
7. Subscription Fees, Payments and Automatic Renewals
7.1 Subscription Payments
7.1.1 You acknowledge and agree that by ordering a Vitawake Supplement Pack you are signing up for a Subscription with us. You agree to pay all applicable Subscription fees made known to you when you order your Vitawake Supplement Pack (“Subscription Fees”) for an indefinite period of time until you or we cancel your Subscription.
7.1.2 We may use a third party payment vendor (“Third-Party Payment Vendor”) to process your payment of Subscription Fees. You warrant and represent that you are the valid owner or an authorized user, of the credit card or other payment card to such Third Party Payment Vendor, and that all information you provide is accurate.
7.1.3 Your right to use the Service or a specific product is conditional upon our receipt of payment of Subscription Fees. If payment cannot be charged to your credit card or if a charge is refunded for any reason, we reserve the right to immediately either suspend or terminate your access and account, thereby terminating this Agreement and all our obligations hereunder. We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you. We also reserve the right not to renew your Subscription at any time and for any reason.
7.1.4 As a promotion, we offer new customers the chance to pay for 1 year up front at a discounted fee. Customers will not be charged monthly for this, but will be charged for the full year ahead. This will be for 13 monthly supplement packs (28 days each) which cannot be amended or transferred to another Plan until the full year is complete. This subscription is due to renew at full price 364 days (13 months) from date of purchase. You will not be refunded the remaining months’ fees if you choose to cancel on a full year Subscription before the year is complete.
7.2 Cancellation of Subscription
It is important to note that when you sign up to use the Services, your Subscription will automatically renew until you cancel it. You may cancel at any time after 14 days of initial purchase by notifying us in writing or within your account on our Website no later than seven (7) days before your next payment is due and the cancellation will take effect for the following month. You will not be charged for the following month providing you cancel after 14 days of initial purchase and no later than 7 days before your next pack is due to arrive. Before the end of each month, we will send you a reminder e-mail informing you that your next Vitawake Supplement Pack is ready to ship. Again, if you do not cancel within the specified time, then your next Vitawake Supplement Pack will ship and applicable Subscription Fees will be charged to your credit card.
7.3 Updating and Amending Plans
7.3.1 We may ask you if you would like to update your Vitawake Supplement Pack from time to time. If you confirm and update your Vitawake Supplement Pack, you agree that we will stop sending you your previous pack and start sending you your new updated pack.
7.3.2 As a Customer, if you would like to add extra(s) to your Plan at any time, these changes will be effective from the following month and be applied to your next month’s pack. Payment for this will be taken when your regular monthly payment is due and will be added onto this. Payment will renew as normal and you will be billed with the total fee including your existing Plan and any additions.
7.3.3 As a customer, if you would like to change your Plan at any time, these changes will be effective from the following month and be applied to your next month’s pack. Payment for this will be taken when your regular monthly payment is due and your new total will be reflected on this. Payment will renew as normal and you will be billed with the total fee for your new Plan and any additions.
7.4 Modifications to the Services and Pricing
7.4.1 Prices for our products are subject to change without notice.
7.4.2 We reserve the right at any time to modify or discontinue the Service (or any part or Content thereof) without notice at any time.
7.4.3 We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
8. Availability & Delivery
We aim to fulfil and dispatch your order within 48 hours after we accept your order. However, fulfilment and dispatch can take up to 30 days where there are exceptional circumstances or we are out of stock. We are not responsible for delays outside of our control. If delays outside of our control occur, we will contact you as soon as possible to let you know and we will take steps to reduce the effect of the delay. Provided we do this we will not be liable for delays caused by the event. If for any reason beyond our control, we are unable to supply a particular product, we will notify you as soon as possible.
If there is a risk of substantial delay you can contact us to cancel your Subscription and receive a refund for any products you have paid for but not received.
8.2.1 We currently deliver only within the United Kingdom.
8.2.2 Our packages are shipped via Royal Mail and are delivered between 3-5 business days after ordering. In the event of shipping delays, please expect to be contacted by a representative of the Vitawake team.
8.2.3 UK delivery is £1.99 for any orders under the value of £20 on a Custom Plan and free thereafter. For our Set Plans, UK delivery is £1.99 for the Keep Well Essentials Plan and Prenatal Plan, and free for the Wellbeing Plans. We are not responsible for any tax, duty or customs charges you may incur in your country.
8.2.4 Delivery times may be affected if there are stock availability problems or other unforeseen circumstances.
8.2.5 A delivery note detailing the products supplied by Vitawake Ltd will be stored in one of your delivered parcel/s, and this is your proof of delivery.
8.2.6 Our packs are specially designed to fit through your letterbox. If, for whatever reason our courier cannot deliver the pack through your letterbox and attempts delivery with a neighbour but cannot deliver the products, the courier will retain the products and will leave a calling card with information to arrange re-delivery. Please note that the courier company can only arrange a specific re-delivery date, and cannot arrange a specific re-delivery time. The courier will only attempt to deliver the products on up to two separate days, after which a further delivery charge may become payable.
8.2.7 The products will be returned to us if they have not been collected from the courier. For returned orders only the cost of the products ordered is refunded less the cost of returning the order.
8.3 Suspending & Postponing Delivery
You may suspend or postpone the delivery of your Vitawake Supplement Pack by emailing us to confirm that you would like to pause your plan. We will then confirm and pause it until you let us know you would like to resume it again. In order to pause your plan before you receive your next pack, you must let us know at least 7 days before your next payment is due.
9. Accuracy of Billing and Account Information
9.1 We reserve the right to refuse any order you place with us via our Website. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
9.2 You agree to provide current, complete and accurate purchase and account information for all purchases made via our Website. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
10. Vitawake Questionnaire
Visitors can answer questions from the Quiz but will not be able to see their Supplement Recommendations unless they provide an email address and create a password. This will automatically create a user account. Customers can see their Supplement Recommendations and place orders based on them.
Only Visitors or Customers that select a Wellbeing Plan (Bespoke Wellbeing Plan or Ultimate Wellbeing Plan) will be able to participate in the Quiz.
11. Medical Interactions Checker and Request a Callback Service
As part of the Quiz, you will have the option to provide us with information of any medication (prescribed or non-prescribed) you take. This information is entirely voluntary. With this information our registered healthcare professional will check if there is any data on any interactions between our Products and the medication you are taking. This check is not to be misinterpreted as medical advice. Our healthcare professional is merely checking the available interactions between the Supplement Recommendations and the medication(s) taken. The healthcare professional will then disclose if there is an interaction by ‘not recommending’ the relevant Products in the Supplement Recommendations on our Website. However, this is not to be considered as absolute recommendations. You must always seek the advice of your doctor or other qualified healthcare provider before taking any new supplements.
The request a callback feature is available for Ultimate Wellbeing Plan users only. Eligible users will be allocated a registered healthcare professional who can discuss any supplement related enquiries. The healthcare professional will not discuss any medical matters outside relation to our supplements. These callbacks are not to be seen as medical consultations. This service can be used a maximum of one callback a month, with each callback session being a maximum of 15 minutes. Callbacks will restart every month, at the same time a plan is renewed.
12. No Medical Advice
You acknowledge and agree that Vitawake Ltd does not provide any form of medical care, medical advice, diagnosis, or treatment, and that Vitawake Ltd does not evaluate the need to seek medical attention, through the Website and the Services. The Website, the Services and the Content are for informational purposes only, and are not intended as a substitute for professional medical advice, diagnosis, or treatment. You should not use the information on the Website for diagnosing or treating a health problem or disease, or prescribing any medication or other treatment. Always seek the advice of your doctor or other qualified healthcare provider before taking any medication or nutritional, herbal or homeopathic supplement and with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Website, the Services and/or the Content. Recommendations provided on the Products on this Website are to be seen as only basic recommendations. For thorough and precise advice on our Products and their interactions with medications, please consult your personal doctor or healthcare professional. If you think you may have a medical emergency, call your doctor or seek advice immediately. Reliance on the Website, the Services and the Content is solely at your own risk. Information provided on the Website and the use of any Products or Services purchased from our Website by you DOES NOT create a doctor-patient relationship between you and any of the healthcare professionals affiliated with our Website.
13. Refunds & Returns
13.1 This section refers to all Products sold on our Website only and excludes all Services. If the Products we deliver are not what you ordered or are damaged or defective or the delivery is of an incorrect quantity, we shall have no liability to you unless you notify us by email of the problem within 14 working days of the Product being delivered.
13.2 If you do not receive goods ordered by you within 14 days of the date on which you ordered them, we shall have no liability to you unless you notify us by email at firstname.lastname@example.org of the problem within 28 days of the date on which you ordered the goods.
If you notify a problem to us under this condition, you will be advised to return the Product back to us. All returns must be in its original packaging. If the Product is not in its original packaging we reserve the right to offer a partial refund only.
Once your return is received and inspected, we will send you an email to notify you that we have received your returned item. If we have identified an error on our end, our only obligation will be, at your option:
(i) to make good any shortage or non-delivery.
(ii) to replace any goods that are damaged or defective; or
(iii) to refund to you the amount paid by you for the goods in question in whatever way we choose. We will usually refund any money received from you for the Products using the same method originally used by you to pay for your purchase. We will usually process the refund due to you as soon as reasonably possible and, in any case, within 30 days of the day we received your cancellation or within 30 days of the day we confirmed to you via letter or email that you were entitled to a refund of the price of the Products.
13.3 If you do not take delivery of the Products or supply adequate delivery instructions, we may cancel your order and retain the Products. In this event, we will refund you the price of the Products, but you will still be liable to pay any delivery charges.
13.4 If you are not home when the Product is delivered, and you do not rearrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or rearrange delivery or collection we may end the contract and clause 7.1.3 will apply.
13.5 If you enter incorrect details on your account, including but not limited to, your name, email address, delivery address and/or card details and you do not notify us 24 hours of setting up the account, we will have no liability to you if your Products are not delivered to you.
13.6 We may end the contract for a Product at any time by writing to you if: (i) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due; (ii) 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, including but not limited to delivery address or card details as required (iii) you do not, within a reasonable time, allow us to deliver the Products to you or collect them from us.
13.7 If we end the contract in the situations set out in clause 13.6 we will refund any money you have paid in advance for Products we have not provided but we may deduct reasonable compensation for the net costs we will incur as a result of your breaking the contract.
13.8 Vitawake will not assume responsibility nor liability for damaged products or delivery delays/problems when provided by third party organisations. Vitawake Products will not be refunded or exchanged if purchased through or provided by third party organisations, retailers, wholesalers or resellers. You should carefully review the Terms & Conditions and Privacy Policies of all off-Website pages and other Websites that you visit and/or order from.
14. Signing In and Password
14.1 During the registration process for Customers, we will ask you to provide your email address. You will also be asked to create an account, which includes your e-mail address and a password. When creating your account, you must provide true, accurate, current, and complete information. Each email address and corresponding password can be used by only one Customer. You agree not to use the account, screen name, or password of another registered user at any time or to disclose your password to any third party. You are responsible for maintaining the confidentiality and use of your email address and password. You will promptly inform us of any need to deactivate your email address or password. We reserve the right to delete or change your password, or email address at any time and for any reason.
14.2 You will also be asked to enter your email address and password on completion of the Quiz. This will automatically create an account for you.
14.3 You agree to notify us immediately by emailing email@example.com if you suspect any unauthorised use of your account or access to your password. You are solely responsible for any and all use of your account.
15. Written Communications
15.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using our Website, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on our Website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
15.2 Where appropriate, Vitawake Ltd reserve the right to send you electronic service communications related to your purchase where you have opted out of marketing communications.
15.3 If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (i) to maintain any comments in confidence; (ii) to pay compensation for any comments; or (iii) to respond to any comments.
15.4 We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.
15.5 You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website.
15.6 You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments.
15.7 You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
15.8 Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.
15.9 Reposting of Your Social Media Content
15.9.1 From time to time, Vitawake’s social media accounts (including Instagram and Facebook) repost a consumer’s photos, experiences, or stories from their personal social media account. Vitawake will never repost your personal social media content (“User Generated Content”) without first obtaining your express written permission.
15.9.2 By agreeing to allow Vitawake to use your UGC, you represent and warrant:
(i) You own all rights to the UGC and have the right to grant Vitawake a license to use the UGC (including any material embodied in the UGC);
(ii) You have express permission from any person, living or dead, in the UGC to use their likeness;
(iii) The UGC does not contravene or infringe on anyone else's copyright or other intellectual property, moral rights, privacy or publicity rights; and
15.8.3 Further, by agreeing to allow Vitawake to use your UGC, you agree to grant Vitawake an irrevocable, perpetual, non-exclusive, fully paid-up, royalty-free, sub-licensable license and right to reproduce, transmit, display, comment on, edit, modify, alter, exploit, create derivative works based upon, combine with other works (and all copyrights therein and thereto and all renewals and extensions thereof), and otherwise distribute the UGC and all elements of the UGC, including without limitation, the photo and the likeness of any persons embodied therein, in any and all media now known or hereafter devised, worldwide, in perpetuity without compensation, permission, notification, attribution, or restriction from you or any third party.
16.1 Binding Contract
16.1.1 After placing your order via our Website for Products, you will receive an email from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy Products from us. All orders are subject to acceptance by us. We will notify you where Products may not be available.
16.1.2 Your Contract with us will relate only to those Products not notified as out of stock. We will not be obliged to supply any other Products which may have been part of your order until the Products are available.
16.2 Transfer of Rights and Obligations
16.2.1 The Contract is binding on you and us and on our respective successors and assigns.
16.2.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
16.2.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
16.3 Circumstances Beyond Our Control
16.3.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control ("Force Majeure Event").
16.3.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(i) Strikes, lock-outs or other industrial action.
(ii) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
(iii) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or circumstances beyond our control.
(iv) Impossibility of the use of public or private telecommunications networks.
(v) The acts, decrees, legislation, regulations or restrictions of any government.
16.3.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
16.4.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
16.4.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
16.4.3 No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with Section 15 above.
16.5 Entire Agreement
16.5.1 These Terms and any policies or operating rules posted by us on this Website or in respect to the Service constitutes the entire Agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms).
16.5.2 You and we each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these Terms.
16.5.3 Neither you nor us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of a Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these Terms.
16.5.4 These Terms operate to the fullest extent permissible by law.
16.5.5 If any provision of these Terms is found to be unlawful, void or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
17. Termination of Agreement
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.
18. Modifying Terms and Conditions
18.1 We reserve the right to modify these Terms from time to time and such modification shall be effective upon posting on the Website. By continuing to use the Website, you agree to be bound by these Terms as amended.
18.2 Any new features or tools which are added to the current Website shall also be subject to these Terms. You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
19.1 The Products will be at your risk from the time of delivery.
19.2 Once we have received full payment for the Product, including any delivery charges, the ownership will pass to you.
20. Governing Law and Jurisdiction
20.1 These Terms shall be governed by and construed in accordance with English law.
20.2 Any dispute arising from, or related to, such Contracts shall be subject to the non-exclusive jurisdiction of the courts of England.
20.3 We do not warrant that Products for sale on the Website are appropriate or available for use outside the United Kingdom. It is prohibited to access the Website from territories where its contents are illegal or unlawful. If you access this Website from locations outside the United Kingdom, you do so at your own risk and you are responsible for compliance with local laws.
21. Optional Tools and Links
21.1 Third Party Tools
21.1.1 We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
21.1.2 You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
21.1.3 Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
21.1.4 We may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms.
21.2 Third Party Links
21.2.1 Certain content, products and services available via our Service may include materials from third-parties.
21.2.2 Third-party links on this Website may direct you to third-party websites which are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
21.2.3 We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
22. Website Promotions and Schemes
22.1 Offers and Promotions
22.1.1 Promotional codes and offers cannot be used in conjunction with any other offer or discount current or historical.
22.1.2 Each promotional code or offer can only be used once per person. If more than one person is registered at the same address, then a maximum of two promotional codes or offers will be valid per address.
22.1.3 If it is found that more than two promotion codes or offers have been used by the same household: (i) only one product will be dispatched per person up to a maximum of two persons per household and the other orders cancelled. In such instances, we will notify you as soon as reasonably possible and refund you for any charges that may have been incurred on purchase; (ii) if we suspect that you have used different email addresses or delivery addresses to get around this system, we may decide to count this as fraudulent activity; (iii) for any order which has already been dispatched and, in our reasonable discretion, is deemed to be fraudulent, we reserve the right to charge the Product's Recommended Retail Price (per fraudulent order, without the promotional discount), and any other reasonable charges which we may incur.
22.1.4 We reserve the right to withdraw any promotional code or offer at any time. Upon withdrawal or termination, the promotional code or offer will not be able to be used for any orders placed from that date onward. We reserve the right to reject the use of any promotional code or offer where we suspect fraud.
22.2.1 Our Refer-A-Friend Scheme is an offer to reward our customers for introducing Vitawake to friends and family. Unfortunately, there will always be people that misuse and exploit this offer, so there are a few restrictions around our referral scheme:
(i) You will only receive referral credit when your friends and family enter a valid email address and purchase a Set Plan from our Website. Your referral credit will be automatically applied to your account and will be deducted from your subsequent subscription payment. This credit will be applied within 2 months of your friend starting their subscription plan from their date of purchase. Credit will only be applied once your friend has purchased their monthly pack at full price (i.e. their second month pack).
(ii) Referral credit is limited to £20.00 per month but this can only be redeemed at £10.00 per monthly pack at a time. Remaining credit will be stored and will be automatically applied towards the following months’ packs. Any amount credited over this figure is entirely at our discretion.
(iii) Referrals cannot be used in conjunction with any other offers.
(iv) You may refer a maximum of one person per household. If your referral exceeds this limit, we may decide to count this as a fraudulent referral.
(v) Referred Customer. The Referred Customer and the Referrer cannot be the same person (for example, by using the same or different email address). You cannot refer yourself - if we suspect that you have used different email addresses or delivery addresses to get around this system, we may decide to count this as a fraudulent referral. For any referral which we deem to be fraudulent, we reserve the right to cancel the referred transaction, and to refuse to credit your existing account with any referral credit.
22.2.2 Successful Referral. A Successful Referral is defined as a purchase made at our Website by a person (a “Referred Customer”) from receiving a Vitawake referral email and has been subscribed for more than one month. You are limited to one Successful Referral for each Referred Customer; in other words, additional/repeat purchases made by a Referred Customer are not counted as additional Successful Referrals.
22.2.3 Referral Rewards. For you to earn referral rewards as a Referrer, the Referred Customer must complete their second month’s payment, minus all fees including taxes, discounts, shipping, returns, charge backs, fraudulent payments, and/or other 3rd party fees.
22.2.4 No Spam. You must comply with all up-to-date “SPAM” laws. For example, emails must be created and distributed in a personal manner and bulk email distribution is strongly discouraged. Any distribution of your referral email that could constitute unsolicited commercial email or “spam” under any applicable law or regulation is expressly prohibited including distributing your referral email on third party voucher code or coupon websites. Any such activity will be grounds for immediate termination of your account and exclusion from the Vitawake Refer-A-Friend Scheme.
22.2.5 Right to Close Accounts. We reserve the right to close the account(s) of any Referrer and/or Referred Customer at any time at our complete discretion.
22.2.6 Right to Refuse Reward Credit. Any failure to comply with the terms and conditions of the Refer-A-Friend Scheme will constitute grounds for us to refuse referral credit. Any decision to refuse credit will be at the complete discretion of Vitawake.
22.2.7 Right to Cancel Scheme or Change Terms. We reserve the right to cancel the Refer-A-Friend Scheme or to change these terms & conditions at any time in its sole discretion. Any unclaimed referral rewards will be forfeited at that time.
22.3.1 Our Review Scheme is a way of rewarding our customers for publicly reviewing us on Trustpilot, Facebook or Google Reviews with positive feedback on our Products and Services. To qualify for our Review Scheme, a customer must go to ‘My Reviews’ section of their dashboard and write their review in the feedback form provided. They must submit the form to us by clicking ‘send’. This feedback form can then be ‘copy and pasted’ onto the public reviewing platforms of Trustpilot, Facebook and Google.
22.3.2 This Review Scheme is limited to only three review credits per Customer. One review for Trustpilot, one review for Facebook and one review for Google Reviews.
22.3.3 Review credit is £3.00 per review but this can be only redeemed once a successful positive review has been verified. Credit will be stored and will be automatically applied towards the following month’s pack.
22.3.4 Verification of successful reviews can take up to 14 days. You will be notified by email once we have verified the review and credit has been applied to your account.
22.3.5 Any decision to refuse credit will be at the complete discretion of Vitawake.
23. Contact Information
Questions about the Terms of Service should be sent to us at firstname.lastname@example.org.