1. Application of and Acceptance of Terms and Conditions.
1.1 For purposes of this Agreement, a Member is any person who accesses the Site for whatever purpose, regardless of whether such Member has registered with DelboysWholesale.co.uk as a registered user or whether such Member is a paying customer for a specific service provided by DelboysWholesale.co.uk. A Member includes the person using this Site and any legal entity which may be represented by such person under actual or apparent authority.
1.2 By accessing or using the Site, you hereby agree to accept the terms and conditions set forth in this Agreement as a Member, and you shall be bound by the terms and conditions of this Agreement with respect to your access or use of this Site and any further upgrade, modification, addition or change to this Site. If you do not accept all of the terms and conditions of this Agreement, please do not use this Site.
1.3 DelboysWholesale.co.uk may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. Posting by DelboysWholesale.co.uk of the amended and restated Agreement and your continued use of the Site shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified, except in writing by an authorised employee of DelboysWholesale.co.uk.
2. Subscription Services
2.1 Access to the Site, directory, content and services are provided to all paying Members. Once an actively subscribing Member cancels their subscription DelboysWholesale.co.uk reserves the right, without prior notice, to restrict or prevent access to certain areas, services or features of the Site.
2.2 DelboysWholesale.co.uk reserves the right to deny service and access to any Member for whatever reason in order to protect DelboysWholesale.co.uk's interests.
3. Membership Charges and Special Promotions
3.1 To gain access to the Site's full services and content a Member must subscribe to the Site.
3.2 Standard Site membership/subscription charges are £4.95 per month. DelboysWholesale.co.uk reserves the right to change this amount without giving prior notice to the Member. However once a Member has subscribed they will remain on the payment terms/values they subscribed to until they cancel - i.e. they will be unaffected by future subscription fee changes.
3.3 From time to time the Site will run special promotions offering membership/subscription at a cheaper price for a limited promotional period. If the subscribing Member does not cancel at least one working day prior to the end of the promotional period the Member will then be automatically charged the standard subscription rate on a monthly basis until they cancel their membership/subscription to the Site.
3.4 Membership to DelboysWholesale.co.uk works on a recurring payment basis which can be cancelled by the Member at any time. By subscribing to the Site the Member is entering into this agreement and therefore consenting to their account being billed on a regular basis until cancelled. The Member accepts that payment for the Site's services is taken in advance and that they are responsible for all recurring charges due prior to cancellation. If cancelled the Member may use the Site's full range of services until the end of their subscription term.
4.1 Members can unsubscribe/cancel using the account management facility in their PayPal login area.
4.2 In order to avoid any pending subscription charges the Member must cancel at least one working day before their next payment is due or one working day before any promotional offer ends (refer to Section 3.3 for details).
5. Members Generally
5.1 Each Member agrees that they shall not copy, reproduce or download any information, text, images, directories, files, databases or listings available on or through the Site (the "DelboysWholesale Content") for the purpose of re-selling or re-distributing the DelboysWholesale.co.uk Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with DelboysWholesale.co.uk, or otherwise commercially exploiting the DelboysWholesale.co.uk Content. Systematic retrieval of DelboysWholesale.co.uk Content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from DelboysWholesale.co.uk is strictly prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is also prohibited.
5.2 Some of the supplier reviews and ratings displayed on the Site are provided or posted by Site Members or third parties ("Third Party Content"). Any Third Party Content is the sole responsibility of the party who provided the content. DelboysWholesale.co.uk is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any Member in connection with such Member's reliance of such Third Party Content. In addition, DelboysWholesale.co.uk is not responsible for the conduct of any Member's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such Member's conduct.
5.3 DelboysWholesale.co.uk may allow Members access to content, products or services offered by third parties through hyperlinks to such third party's web site. You are cautioned to read such sites' terms and conditions and/or privacy policies before using such sites. The Member acknowledges that DelboysWholesale.co.uk has no control over such third party's web site, does not monitor such sites, and DelboysWholesale.co.uk shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such web site.
5.4 Messages or information sent by a Member through communication systems provided by the Site, or through emails, fax or letters to addressees obtained from the Site, shall not contain any of the materials described in the provisions of Section 6.4 below.
5.5 DelboysWholesale.co.uk reserves the right to limit, deny or create different access to the Site and its features with respect to different Members, or to change any of the features or introduce new features without prior notice. Each Member acknowledges that inability to use the Site wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall DelboysWholesale.co.uk be liable to the User or any third parties for any inability to use the Site (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise), any delays, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Site or any of its features.
5.6 No Member shall undertake any scheme to undermine the integrity of the computer systems or networks used by DelboysWholesale.co.uk and/or any other Member and no Member shall attempt to gain unauthorised access to such computer systems or networks.
6. Subscribing Members
6.1 For terms applicable to non-subscribing Members refer to section 7 of this Agreement
6.2 Each Member who has paid for Site access and filled out an on-line registration form on the Site by giving their information (such as name, address, telephone and fax number, email address, details of its business, etc.) is a subscribing member of DelboysWholesale.co.uk (a "Subscribing Member"). DelboysWholesale.co.uk will establish an account ("Account") for each Subscribing Member and each Subscribing Member will be assigned a user alias ("Member ID") and password ("Password") for log-in access to their own Account.
6.3 If the Subscribing Member is a business entity, you represent that:
i. You have the authority to bind the entity to this Agreement;
ii. The address you use when registering is the principal place of business of such business entity and is not a PO Box address; and
iii. all other information submitted to DelboysWholesale.co.uk during the registration process is true, accurate, current and complete.
For purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.
6.4 DelboysWholesale.co.uk may suspend or terminate a Subscribing Member's Account at any time by giving no less than 24-hour notice to the Subscribing Member; provided, however, that notice is not required for such termination if:
1. In DelboysWholesale.co.uk's determination, there is any breach of the provisions of this Agreement by the Subscribing Member; or
2. DelboysWholesale.co.uk has reasonable grounds to suspect that such information provided by a Subscribing Member is untrue, inaccurate or is not current or complete.
3. DelboysWholesale.co.uk believes that the Subscribing Member's actions may cause financial loss or legal liability to such Subscribing Member, DelboysWholesale.co.uk's other Members, or DelboysWholesale.co.uk or its affiliates.
6.5 A Subscribing Member may not use our services for junk mail, chain letters or spamming or the transmission of any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or any kind or nature. Further, a Subscribing Member shall not publish, distribute, transmit or circulate any unsolicited advertising or promotional information or any content that is obscene, indecent, seditious, offensive, defamatory, threatening, or which incites or results in causing racial hatred, discrimination, menace or breach of confidence. Each incident breaching this term will result in the immediate suspension of the Subscribing Member's account, and in a charge of £50.00 + VAT for each incident breaching this term.
6.6 A Subscribing Member may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, Member ID or Password to a third party without the prior written consent of DelboysWholesale.co.uk. DelboysWholesale.co.uk may suspend or terminate the Account of a Subscribing Member or the transferee of a Subscribing Member in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.
6.7 DelboysWholesale.co.uk may refuse registration and deny the issuance of an Account and associated Member ID and Password to any Member for whatever reason.
6.8 All Subscribing Members agree to receive occasional service update emails. These emails are sent to inform registered users of the latest updates to our service. A Subscribing Member agrees to receive these emails as part of the service.
7. Members Who Post Information on DelboysWholesale.co.uk
7.1 No sales agency relationship is created between any Member and DelboysWholesale.co.uk, our affiliates, directors, officers or employees by virtue of DelboysWholesale.co.uk's display of any of the Member's information on the Site.
7.2 Each Member hereby represents, warrants and agrees to:
i. Provide DelboysWholesale.co.uk with true, accurate, current and complete information to be displayed on the Site; and
ii. Maintain and promptly amend all information to keep it true, accurate, current and complete. Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to DelboysWholesale.co.uk to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.
7.3 Each Member hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark trade secret or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any material or information it posts on the Site or provides to DelboysWholesale.co.uk or authorises DelboysWholesale.co.uk to display. (Third party copyrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on the Site (including but not limited to rights of personality and rights of privacy), or affecting or relating to products that are offered or displayed on the Site, are hereafter referred to as "Third Party Rights.") Each Member hereby represents, warrants and agrees that it shall be solely responsible for ensuring that any material or information it posts on the Site or provides to DelboysWholesale.co.uk or authorises DelboysWholesale.co.uk to display does not, and that the products represented thereby do not, violate any Third Party Rights, or is posted with the permission of the owner(s) of such rights. Each Member hereby represents, warrants and agrees that it has the right to manufacture, offer, sell, import and distribute the products it offers and displays on the Site, and that such manufacture, offer, sale, importation and/or distribution of those products violates no Third Party Rights.
7.4 Each Member hereby represents, warrants and agrees that information submitted to DelboysWholesale.co.uk for display on the Site shall not:
i. contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
ii. be part of a scheme to defraud other Members of the Site or for any other unlawful purpose;
iii. relate to sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity or privacy, or any other Third Party Rights;
iv. violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
v. be defamatory, libellous, unlawfully threatening or unlawfully harassing;
vi. be obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
vii. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
viii. contain any material that constitutes unauthorised advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
ix. solicit business from any Members in connection with a commercial activity that competes with DelboysWholesale.co.uk;
x. contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
xi. link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement; or
xii. otherwise create any liability for DelboysWholesale.co.uk or its affiliates.
7.5 DelboysWholesale.co.uk reserves the right in its sole discretion to remove any material displayed on the Site which it reasonably believes is unlawful, could subject DelboysWholesale.co.uk to liability, violates this Agreement or is otherwise found inappropriate in DelboysWholesale.co.uk's opinion. DelboysWholesale.co.uk reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, DelboysWholesale.co.uk may disclose the Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and DelboysWholesale.co.uk shall not be liable for damages or results thereof and the Member agrees not to bring any action or claim against DelboysWholesale.co.uk for such disclosure. In connection with any of the foregoing, DelboysWholesale.co.uk may suspend or terminate the Account of any Member as DelboysWholesale.co.uk deems appropriate in its sole discretion. Member agrees that DelboysWholesale.co.uk shall have no liability to the Member, including no liability for consequential or any other damages, in the event DelboysWholesale.co.uk takes any of the actions mentioned in this Section, and that Member agrees to bear the risk that DelboysWholesale.co.uk may take such actions.
8. Transactions between Buyers and Suppliers
8.1 Through the Site, DelboysWholesale.co.uk provides an electronic web-based platform for exchanging information between buyers and suppliers of products and services. DelboysWholesale.co.uk does not represent the seller nor the buyer in specific transactions and does not charge any commissions from completing any transactions. As a result, DelboysWholesale.co.uk does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
8.2 Members are hereby made aware that there may be risks of dealing with people acting under false pretences. DelboysWholesale.co.uk uses several techniques to verify the accuracy of the information our members provide us when they register/subscribe on the Site. However, because member verification on the Internet is difficult, DelboysWholesale.co.uk cannot and does not confirm each Member's purported identity. We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing.
8.3 Each Member acknowledges that they are fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions, and that they are fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that Member may incur costs of defence or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense, remuneration or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to product originally obtained by Members of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks.". Each Member agrees that DelboysWholesale.co.uk shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
8.4 Members are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
8.5 In the event that any Member has a dispute with any party to a transaction, such Member agrees to release and indemnify DelboysWholesale.co.uk (and our agents, affiliates and directors) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
9. Limitation of Liability
9.1 The features and services on the DelboysWholesale.co.uk site are provided on an "as is" and "as available" basis, and DelboysWholesale.co.uk hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings and terms are hereby excluded.
9.2 DelboysWholesale.co.uk makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or currentness of any information provided on or through the site. DelboysWholesale.co.uk does not represent or warranty that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the site does not violate any third party rights; and DelboysWholesale.co.uk makes no representations or warranties of any kind concerning any product or service offered or displayed on the DelboysWholesale.co.uk site.
9.3 Any material downloaded or otherwise obtained through the Site is done at each Member's sole discretion and risk and each Member is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any Member from DelboysWholesale.co.uk or through or from the Site shall create any warranty not expressly stated herein.
9.4 Under no circumstances shall DelboysWholesale.co.uk be held liable for an delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
9.5 Each Member hereby agrees to indemnify and save DelboysWholesale.co.uk, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such Member's use of the Site (including but not limited to the display of such Member's information on the Site) or from its breach of any of the terms and conditions of this Agreement. Each Member hereby further agrees to indemnify and save DelboysWholesale.co.uk, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from Member's breach of any representations and warranties made by Member to DelboysWholesale.co.uk, including but not limited to those set forth in Sections 8.3, 8.4 and 8.5 above. Each Member hereby further agrees to indemnify and save DelboysWholesale.co.uk, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. Each Member hereby further agrees that DelboysWholesale.co.uk is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each Member. DelboysWholesale.co.uk reserves the right; at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with DelboysWholesale.co.uk in asserting any available defenses.
9.6 DelboysWholesale.co.uk shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:
i. the use or the inability to use the Site;
ii. any defect in goods, samples, data, information or services purchased or obtained from a Member or a third-party service provider through the Site;
iii. violation of Third Party Rights or claims or demands that Members' manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
iv. unauthorised access by third parties to data or private information of any Member;
v. statements or conduct of any Member of the Site.
10. Intellectual Property Rights
10.1 DelboysWholesale.co.uk is the sole owner or lawful licensee of all the rights to the Site and the DelboysWholesale.co.uk Content. The Site and DelboysWholesale.co.uk Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and DelboysWholesale.co.uk Content shall remain with DelboysWholesale.co.uk, its affiliates or licensors of the DelboysWholesale.co.uk Content, as the case may be. All rights not otherwise claimed under this Agreement or by DelboysWholesale.co.uk are hereby reserved.
10.2 "DelboysWholesale.co.uk" and related icons and logos are trademarks or service marks of DelboysWholesale.co.uk and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorised copying, modification, use or publication of these marks is strictly prohibited.
11. Trading Terms
11.1 DelboysWholesale.co.uk is run and managed by its holding company enj8yed Limited.
11.2 If a Member subscribes to any of the Site's services enj8yed Limited may appear on their respective bill/bank statement as this is DelboysWholesale.co.uk's holding company.
12.1 All notices or demands to or upon DelboysWholesale.co.uk shall be effective if in writing and shall be duly made when sent to DelboysWholesale.co.uk in the following manner: to DelboysWholesale.co.uk, C/O enj8yed Limited, Unit 014, Solent Business Center, Millbrook Road, Southampton, SO15 0HWSO45 6JY.
12.2 All notices or demands to or upon a Member shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the Member to DelboysWholesale.co.uk, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to a Member shall be deemed to be received by such Member if and when:
i. DelboysWholesale.co.uk is able to demonstrate that communication, whether in physical or electronic form, has been sent to such Member, or
ii. immediately upon DelboysWholesale.co.uk's posting such notice on an area of the Site that is publicly accessible without charge.
13.2 DelboysWholesale.co.uk and the Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
13.3 If any provision herein is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
13.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
13.5 DelboysWholesale.co.uk's failure to enforce any right or failure to act with respect to any breach by a Member under these terms and conditions will not waive that right nor waives DelboysWholesale.co.uk's right to act with respect with subsequent or similar breaches.
13.6 DelboysWholesale.co.uk shall have the right to assign its obligations and duties in this Agreement to any person or entity.
13.7 This Agreement shall be governed by and interpreted in accordance with English law. You agree, as we do, to submit to the non-exclusive jurisdiction of the English courts.
14. Refund Policy - Satisfaction Guarantee
DelboysWholesale.co.uk offers the chance for its users to try its service risk free. The visitor is invited to subscribe on the basis that if the Site fails to find the product the visitor is interested in the Site will refund the user in full. This refund offer is only valid if the visitor has placed a Product Search Request - the offer of a refund is not available to any user that has used only the Sources Directory to look for their item/supplier. Also, a refund is only available if you have submitted a product search request BEFORE you express your desire for a refund. This prevents abuse of our research process.