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Terms and Conditions for Sellers
This page (together with our Privacy Policy and Website Terms of Use tells you information about us, Covet Consignment Ltd., trading as Covet Clothing, and the legal terms and conditions (‘Terms’) on which we provide our selling services (‘Services’), as detailed on our website covetclothing.com (‘Site’).
These Terms will apply to any contract between us for the supply of our Services to you (‘Contract’). Please read these Terms carefully and make sure that you understand them before ordering any Services. Please note that before placing an order with us you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to use our Services.
We amend these Terms from time to time as detailed in Clause 20. Every time you wish to order Services, you will be required to acknowledge and agree to our Terms which will apply at that time.
1. our details
1.1. We operate the website www.covetclothing.com. We are Covet Consignment Ltd., a company registered in England and Wales under company number 15084151 and with our registered office address at 86 – 90 Paul Street, London, United Kingdom EC2A 4NE and our operating address of 7 Plantation Stud Cottages, Short Road, Snailwell, Newmarket, United Kingdom CB8 7LH (‘Premises’).
2. THE ARRANGEMENTS
2.1. You request us to provide our Services by registering with us. You may ask us to provide a link to our online inventory form, which you complete and submit online. Your order for our Services (‘Order’) is subject to acceptance by us of your online inventory form in our sole discretion. If we are unable or unwilling to supply our Services to you, we will notify you of this and we will not process your Order.
2.2. These Terms will become binding on you and us once you register with us and we accept your online inventory form, at which point the Contract will come into existence between us. You can then arrange with us for collection of the Item(s) (as defined in clause 4.1 below) you wish to sell or if you prefer, to deliver or post the Item(s) to us direct. Once an Item(s) has been accepted for sale by us, you may not offer the Item(s) for sale yourself or via any other forum without our consent or until you have completed with withdrawal process, including settling payments due to us in accordance with these Terms.
2.3. When we use the words ‘writing’ or ‘written’ in these Terms, this will include email, unless we say otherwise.
3. OUR FEES
3.1. Our fees for the Services will be set out in our Fees price list in force at the time we confirm your Order.
3.2. If you withdraw an Item(s) (or if we withdraw an Item(s) under the rights given to us under these Terms), you are required to pay us a withdrawal fee of £5.00 plus return shipping costs.
3.3. Where we, our employees, directors, partners or other related parties wish to purchase an Item(s) from you ourselves, this will either be following an unsuccessful public Sale (where the purchase will be at the final price at which the Item(s) was listed at such Sale) or by writing to you with an offer to buy at a particular price and seeking your agreement to sell at that price.
3.4. In the event that we are owed any fees by you, we reserve the right to charge you interest at the annual rate of four (4%) percent per annum above the base rate of the Bank of England from time to time, calculated on a daily basis from the due date until the actual date of payment, whether before or after any judgment. In addition, or as an alternative to charging you interest, we reserve the right to suspend our provision of Services to you until we have been paid in full.
4. As your agent
4.1. When you consign your Item(s) to us for us to sell on our Site to the public (‘Sale’), these are known as ‘Item(s)’. Where there are multiple Item(s)s, we may group them together, split them up or present them individually in a Sale.
4.2. You acknowledge that our Site is the primary marketplace for our sales but that in order to increase the market exposure, likelihood of sale and price achieved that we may also offer the Item(s) for sale via any marketplace (including any marketplace operated by us), save that we will only accept sales at prices equivalent to the prices acceptable on the equivalent Site offering for your Item(s).
5. YOUR RESPONSIBILITIES
5.1. When we offer Item(s) for sale, we act as your agent and we do not disclose your identity during the sale. This means that you will be responsible to us for all statements and representations we make about the Item(s) on your behalf. You have to give certain promises, undertakings and warranties about the Item(s) and ensure that the information you give us about the Item(s) is accurate and complete. We have the right to take legal action against you if the information you give us is incorrect or if you do not comply with these terms.
6. ACCEPTANCE PROCESS
6.1. Details of how Sales work are set out on ‘Sell with Covet’ page.
6.2. Before we offer Item(s) for Sale, we have to carry out a visual examination of the Item(s). Our examinations are carried out by non-specialist members of staff. If you would like a specialist examination, investigation or research into an Item(s), you should seek the services of an independent third-party specialist valuation service.
6.3. If, upon visual examination of the Item(s), we are of the view that we are unable to provide you with the Services, the Item(s) will be rejected. Decisions to reject Item(s) are at our sole discretion and are final. You will receive an e-mail from us informing you of the rejection and you shall respond within seven (7) days from the date of the email if you wish to have the Item(s) returned to you by paying any required postage cost. We may offer free returns (in which case Item(s)s under 25kg will be returned by default) or other promotions from time to time which may be suspended or ended at our sole discretion. If you do not respond within seven (7) days from the date of the e-mail, we shall assume that you do not wish to have the Item(s) returned and that you agree to our disposal of the Item(s) according to these Terms.
6.4. You can arrange your own delivery of the Item(s) to our Premises at your own cost and expense or we can arrange collection for you (which might involve a fee) (see here). We may offer free collection or other promotions from time to time which may be suspended or ended at our sole discretion.
6.5. You must notify us prior to delivery of the Item(s) to our Premises of any special requirements relating to the storage of the Item(s). You may be required to pay additional costs for such special requirements and if you fail to do so, we may reject your Item(s). For treatment of rejected Item(s)s, please see Clause 6.3 above.
7. YOUR WARRANTIES ABOUT THE ITEM(S)
7.1. As we will be selling the Item(s) on your behalf as your agent we require certain promises/undertakings from you. You therefore promise, warrant and undertake that the following statements are true:
(a) you are not registered for VAT;
(b) here you are an individual, you are at least 18 years of age;
(c) you are the owner of the Item(s) or (if you are not the owner) you have the owner’s authority to sell the Item(s);
(d) if you are not a consumer, that you have authority to bind any business on whose behalf you use our Services;
(e) the Item(s) is/are sold with full rights of ownership and there are no charges, liens, third party claims or other matters which affect the ownership or sale of the Item(s);
(f) you are legally entitled to sell the Item(s);
(g) it is legal to offer to sell and/or sell the Item(s) in the United Kingdom;
(h) you have complied with all legal requirements relating to the Item(s), such as in relation to import or export duties or taxes;
(i) the Item(s) is/are not a forgery or other imitation intended to deceive as to authorship, attribution, authenticity, date, age, provenance, source or composition or in respect of any description applied to the Item(s);
(j) the Item(s) does/do not infringe nor is infringing any third party rights including intellectual property rights;
(k) there are no restrictions affecting the Item(s) or our rights to photograph it and produce details relating to it;
(l) there are no other matters of which we should be made aware which might affect our decision to provide Services to you.
8. YOUR INDEMNITIES TO US
8.1. You agree to indemnify (that is, reimburse) us in full on demand against all losses, claims, costs and expenses incurred by us arising from:
(a) any breach of the warranties given by you in Clause 7;
(b) any breach of these Terms by you;
(c) any injury, loss or damage caused to any person by you or your Item(s);
(d) your fraud (which includes any participation by you or persons connected to you in any activity which results in artificial bidding, such as where you or someone you know place a bid on your Item(s) to affect the Sale); or
(e) any misdescription, error or omission in any Details provided or verified by you in accordance with Clause 10.
9. ESTIMATES
9.1. When we examine the Item(s) we may (but are not obliged to) give an opinion as to the likely range of sale price achievable for it at Sale (Estimate). An Estimate is only an expression of our opinion. It is not an estimate of value, warranty or representation of fact. Since Item(s) often sell for more and less than we expect, you must not rely on an Estimate as to the actual selling price or value which may be achieved. Your Item(s) may not sell at all.
9.2. Our service for providing an Estimate is free of charge. In providing an Estimate, we owe you no duty other than to be honest in relation to any comments we make. We may revise any Estimate in our sole discretion.
9.3. You may be asked to give your own estimate or suggestion of an initial or first listing price of any accepted Item. Your suggestion is not binding and may be revised at any time at our sole discretion without further notice to you.
10. PREPARATION FOR SALE
10.1. We will prepare details about the Item(s) for the Sale (Details) using information that you have provided to us and based on a cursory visual inspection of the Item(s) by a non-expert. We cannot test functionality or suitability of any Item(s).
10.2. Once the Item(s) is listed for Sale, we will provide you with a link to the Details and you must notify us within seven (7) days of notification if you believe that the Details are deficient or inaccurate in any way. If we do not hear from you within that seven (7) day period, you are deemed to have accepted the Details as being correct and complete.
10.3. If you are selling the Item(s) in the course of any trade, profession or business, the Details used will be the information you give us about the Item(s). The Details may, at our discretion, include photographs. All rights in the photographs are owned or licensed to us and you may not use the photographs other than where we are providing Services.
10.4. Where we have agreed to offer an Item(s) for Sale, please note that we do not give you any warranty that the Item(s) will sell for a particular price or that it will sell at all. You acknowledge that we have total discretion in determining the price at which the Item(s) is offered or confirmed for Sale.
11. OUR RIGHT TO REFUSE TO SELL
11.1. We may refuse to sell any Item if we have reasonable cause to believe that you have no right to sell the Item(s) or you are in breach of any of the promises, warranties and undertakings set out in these Terms, particularly Clause 7. In such circumstances we will notify you accordingly, but you will remain liable to pay us applicable Fees which include our listing fee (if the Item(s) has been listed for Sale) and the costs of returning the Item(s) to you if you do not collect it from us (see Clause 11.3).
11.2. We reserve the right to cancel the Contract between us in respect of any or all Item(s) when we examine such Item(s), if we do not feel that an Item(s) is suitable for Sale, in our sole discretion. Reasons for rejecting an Item(s) include where an Item is illegal, not suitable for a Sale (for example, safety critical Item(s) like crash helmets), not authenticated or where the provenance is unclear, despite our further queries. This list of reasons is not exhaustive. We may also reject Item(s) if our average Estimate is less than £25.00. If we cancel the Contract in this way, we will notify you accordingly by e-mail.
11.3. Where we reject Item(s) for Sale under the provisions of Clause 11.1 or 11.2, you can elect to have the Item(s) sent back to you. If the Item(s) weigh less than 10kg, we will return it to a UK address. If the Item(s) weighs more than 10kg, you will be required to collect the rejected Item(s) from us at your cost. If you do not collect rejected Item(s) or reply informing us that you would like to have the Item(s) sent back to you at your own cost or pay for delivery charge for Item(s) to be sent back to you when required to do so, we shall be entitled to dispose of the Item(s).
11.4. Please see our guidance as to what we sell here.
11.5. Please see our guidance as to what will not be accepted.
11.6. Before Item(s) are returned to you, you must pay us all sums you owe us and we have the right to retain the Item(s) until you do so. In legal terms this means that we have a ‘lien’ over your Item(s).
12. UNSOLD ITEM(S)
12.1. You acknowledge that if Item(s) are not sold at a particular Sale, it will be automatically relisted weekly at no extra charge and offered for Sale at a lower (or higher) price, determined in our sole discretion.
12.2. You acknowledge that we continue to offer the Item(s) for Sale until such time as it is sold, using such pricing structure as we determine. The price at which the Item(s) is offered might be increased or decreased. If the Item(s) remains unsold at a price of £0.99 despite our multiple efforts to sell at a higher price we deem that Item(s) unsaleable and you agree that we shall be entitled to buy the Item(s) from you for the nominal sum of £0.99.
13. SALE PROCEEDS
13.1. Once an Item has sold, we process payment, pack and ship the Item(s) and manage any buyer complaints and returns.
13.2. You acknowledge that ownership of the Item(s) will pass from you to the buyer on receipt by us of the sale proceeds from the buyer (Sale Proceeds), Risk in the Item(s) will be transferred to the buyer on delivery of the Item(s) to the buyer, unless otherwise stipulated by law. For the avoidance of doubt, the Sale Proceeds are the payment for the Item(s) only and does not include any additional charges we make to the buyer for delivery, storage or other services. You authorise us to release and deliver the Item(s) to the buyer on your behalf and to transfer ownership to the buyer once the Sale Proceeds have been received.
13.3. We are entitled to deduct our fees (as detailed in Clause 3) from the Sale Proceeds. The Sale Proceeds less our fees is known as Your Proceeds.
14. PAYING YOUR PROCEEDS
14.1. After the Item(s) has sold, we process payment, pack and ship the Item(s) to the buyer and manage any buyer complaints and returns.
14.2. Please note that where the buyer is a ‘consumer’, he or she has a cooling off period in which to reject the Item(s) (regardless of whether or not it is faulty). If the Item(s) is sold with a manufacturer’s warranty, the Item(s) may be returned during that warranty period.
14.3. If a buyer is entitled to reject the Item(s) for any other reason (for example, if the Item(s) is faulty), we will offer the buyer either a full refund and be required to return the Item(s) to us or a partial refund and the buyer keeps the Item(s). We would be entitled to request reimbursement from you of any refund and postage charge paid by us. You acknowledge that you would be liable to the buyer for such reimbursement and postage costs if you had sold the Item(s) direct to the buyer yourself.
14.4. We will pay you Your Proceeds to you by BACS to the account you have given us. Your Proceeds will be sent to you after all Item(s) in an Order are sold and when the consumer cooling off periods referred to in Clause 14.2 in respect of the batch of all Item(s) you have requested us to sell on your behalf have expired. We may pay incomplete batches in our sole discretion. We reserve the right to pay by other methods in our sole discretion.
14.5. If before Your Proceeds have been paid to you the buyer of the Item(s) or any other person makes a claim against you or us in relation to the Item(s) (‘Claim’), we may retain payment of Your Proceeds until the Claim has been resolved. In the event that there is a Claim, we may further deduct from Your Proceeds all legal and other costs and expenses incurred by us in dealing with the Claim. In the event that Your Proceeds are insufficient to deal with our costs and expenses incurred in dealing with the Claim, you will pay us any shortfall immediately when we ask for it.
14.6. If a Claim is received after we have paid you Your Proceeds, you agree to reimburse us when we ask for it for all our legal and other cost and expenses incurred by us in dealing with the Claim.
14.7. If it becomes apparent that the Item(s) is/are subject to a Claim, we may, in our sole discretion, deal with the Item(s) in a manner which we reasonably believe protects our legitimate interests and the other party(ies) involved.
15. OUR LIABILITY TO YOU
15.1. Unless otherwise agreed by us in writing, we shall take all reasonable steps to safeguard the Item(s) whilst it is our possession or control. We shall not, however, be responsible for any damage to the Item(s) caused by changes in atmospheric pressure or humidity, infestations or any Events Outside Our Control (see clause 22).
15.2. We do not in any way exclude or limit our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability where it is not possible at law for us to limit or exclude our liability.
15.3. Subject to Clause 15.1 and 15.4, we accept liability for any damage, loss, destruction to or of the Item(s) whilst it is our custody and your Item(s) will be subject to our insurance cover. We can provide details of our insurance cover upon request and you may arrange for your own insurance cover where you see fit.
15.4. Subject to Clause 15.2, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed a sum equal to (i) (before the Item(s) is received), fifty pounds (£50.00) per box sent using our courier (ii) (before the Item(s) is listed for Sale), the average selling price on our Site of comparable goods to the Item(s) in the last 90 days less any fees or VAT which would have been payable if the Item(s) had been sold at that average price; (iii) (if the Item(s) is listed for Sale but unsold) the last listed price for Sale at which the Item(s) did not sell; or (iv) (if the Item(s) has been sold but before ownership has passed to the buyer), a sum equivalent to Your Proceeds. Where you send us more than one Item(s), our total liability will represent the total for all such Item(s)s, as calculated above.
16. OUR LIABILITY IF YOU ARE A CONSUMER
This Clause 16 only applies if you are a consumer.
16.1. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into a Contract. Our liability to you in this respect is set out in Clause 15.4.
16.2. We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
17. OUR LIABILITY IF YOU ARE A BUSINESS
This Clause 17 only applies if you are a business customer.
17.1. Our liability to you is set out in Clause 15.4.
17.2. We will, under no circumstances whatsoever, be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
17.3. Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Services are suitable for your purposes.
17.4. If you are selling an Item(s) in the course of your trade, business or profession, we shall be entitled to rely on any description of the Item(s) given by you when we compile any Estimate or Details.
17.5. These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to their subject matter.
17.6. You acknowledge that in entering into a Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.
17.7. You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
18. USE OF OUR SITE
18.1. Your use of our Site is governed by our Website Terms of Use. Please take the time to read these, as they include important terms which apply to you.
19. HOW WE USE YOUR PERSONAL INFORMATION
19.1. We only use your personal information in accordance with our Privacy Policy.
20. OUR RIGHT TO VARY THESE TERMS
20.1. We amend these Terms from time to time. Please look at the bottom of this page to see when these Terms were last updated and which Terms were changed.
20.2. Every time you order Services from us, the Terms in force at the time of your Order will apply to the Contract between you and us.
20.3. We may revise these Terms as they apply to your Order from time to time to reflect changes in relevant laws and regulatory requirements.
20.4. If we have to revise these Terms as they apply to your Order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Services or just the Services you have yet to receive. If you opt to cancel, we will arrange a full refund of the price you have paid for Services you have not received.
20.5. If you are a consumer, we are under a legal duty to supply Services that are in conformity with this Contract. As a consumer, you have legal rights in relation to Services that are faulty or not as described. These legal rights are not affected by anything in these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
21. EVENTS OUTSIDE OUR CONTROL
21.1. 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 an Event Outside Our Control. An Event Outside Our Control is defined below in Clause 21.2.
21.2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, theft, or failure of public or private telecommunications networks, suspension of any third party online marketplace, or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
21.3. If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
(a) we will contact you as soon as reasonably possible to notify you;
(b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Services to you, we will arrange a new delivery date with you after the Event Outside Our Control is over; and
(c) you may terminate the Contract under the provisions of Clause 23.2(b)(iv).
22. YOUR CANCELLATION RIGHTS
CONSUMERS ONLY
22.1. If you are a consumer (an individual acting for purposes which are wholly or mainly outside your trade, business, craft or profession), you have the right to cancel the Contract within fourteen (14) days of formation without giving any reason. The cancellation period will expire after fourteen (14) days from the day of the conclusion of the Contract (see Clause 2.2).
22.2. To exercise the right to cancel, you must inform us (by e-mailing us at covetconsignmentltd@gmail.com or by post to 86 – 90 Paul Street, London, United Kingdom EC2A 4NE) of your decision to cancel the Contract by a clear statement (e.g. a letter sent by post, or email).
22.3. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
22.4. If you cancel the Contract, we will reimburse to you all payments received from you for Services which you have paid for but not received. We will make the reimbursement without undue delay, and not later than fourteen (14) days after the day on which we are informed about your decision to cancel the Contract. We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
22.5. If you requested to begin the performance of Services during the cancellation period, you shall pay us an amount which is in proportion to what has been performed until you have communicated us your cancellation from this Contract.
23. ALL SELLERS
23.1. PLEASE NOTE THAT YOU WILL NOT BE ABLE TO CANCEL THE CONTRACT IF WE HAVE ALREADY SOLD THE ITEM(S) AT SALE PRIOR TO RECEIVING YOUR NOTICE OF CANCELLATION.
23.2. Once we have begun to provide the Services to you:
(a) you may cancel the Contract at any time before we have committed to sell an Item(s) to a buyer by notifying us in writing. Any advance payment you have made for Services that have not been provided will be refunded to you. We do, however, reserve the right to charge you a withdrawal fee as set out in our Fees;
(b) unless we have already committed to sell an Item(s) to a buyer, you may cancel the Contract with immediate effect by giving us written notice if:
(i) we break the Contract in any material manner and we do not remedy the situation within twenty-eight (28) days of you asking us to in writing (where the situation is capable of remedy);
(ii) we go into liquidation or a receiver or an administrator is appointed over our assets;
(iii) we change these Terms under Clause 20.3 to your material disadvantage;
(iv) we are affected by an Event Outside Our Control which has continued for more than thirty (30) days.
(c) If you opt to cancel under Clause (b), we will refund any fees you have already paid for Services which you have not received.
24. OUR RIGHTS TO CANCEL AND APPLICABLE REFUND
24.1. If we have to cancel an Order before or after the Services start due to an Event Outside Our Control, we will promptly contact you. If you have made any payment in advance for Services that have not been provided to you, we will refund these amounts to you.
24.2. Unless we have already committed to sell your Item(s) to a buyer, we may cancel the contract for Services at any time with immediate effect by giving you written notice if:
(a) the provisions of Clause 11.2 apply;
(b) where the provisions of Clause 11.2 do not apply, we wish to cancel the Contract in our sole discretion and if you are not at fault, we will return the Item(s) to you free of charge and refund to you any payments you have made for Services that have not been provided to you;
(c) you do not pay us our fees when you are supposed to. This does not affect our right to charge you interest under Clause 3.4; or
(d) you break the Contract in any other manner, and you do not remedy the situation within seven (7) days of us asking you to in writing (where the situation is remediable).
24.3. If we cancel the Contract under Clause 24.2(c) or 24.2(d) because you are at fault, you are still liable to pay our fees for Services we have provided, including our listing fee and the costs of returning any Item(s) to you or for our storage fees.
25. COMMUNICATIONS BETWEEN US
25.1. If you have any questions or if you have any complaints, please contact us. You can contact us by emailing us at covetconsignmentltd@gmail.com.
25.2. If you wish to contact us in writing, you can send this to us by e-mail, by hand, or by pre-paid post to Covet Consignment Ltd., trading as Covet Clothing 86 – 90 Paul Street, London, United Kingdom EC2A 4NE or by e-mail to covetconsignmentltd@gmail.com. We will confirm receipt of this by contacting you in writing. If we have to contact you or give you notice in writing, we will do so by email, by hand, or by pre-paid post to the address you provide to us when you place your Order.
25.3. In the unlikely event that there is any problem with our Services please contact us and tell us as soon as reasonably possible. Please give us a reasonable opportunity to remedy any problems. We will use every effort to remedy the problem (if it can be remedied) as soon as reasonably practicable.
25.4. If you are a business:
(a) any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail;
(b) a notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the second business day after posting or if sent by email, one business day after transmission;
(c) in proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee;
(d) the provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
26. OTHER IMPORTANT TERMS
26.1. We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you by posting this on our website.
26.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
26.3. The Contract is between you and us. No other person shall have any rights to enforce any of its terms.
26.4. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
26.5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
26.6. If you are a consumer, please note that these Terms are governed by English law. This means a Contract and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. If you are a resident of Scotland, you may also bring proceedings in Scotland.
26.7. If you are a business, a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).