LOAFLY TERMS AND CONDITIONS

UPDATED – 11 December 2019

Definitions

“Account”
means a Loafly registered account

“Account Registration” means the registration of an Account.

“App” means any application we make available via an app store or otherwise.

“Cooler Bag” means the bag in which the Ordered Goods are delivered to the Specified Location.

“Customer Care Team” means the customer care team whose contact details can be found Online.

“Event Outside Our Control” means the events as listed in Clause 11.4.

“Goods” means the goods listed for sale Online and as updated from time to time.

“Loafly” means Milkman Group Limited (registered in England with company number 11425945 and whose registered office is at 19 Collingwood Court, Queens Road, London NW4 2HE) and trading as Loafly.

“Loafly Week” means the period from Monday to Sunday (inclusive).

“One-Off Purchase” means an Order which is one-off and which is not intended to recur. “Online” means the App and/or the Website.

“Order” means submitting an order Online to purchase Goods.

“Order Deadline” means:

a) for the cancellation or removal of Goods or an Order 1pm the day prior to the intended delivery; and

b) for the addition of Goods or a new Order 1pm on either the day prior to the intended delivery unless specified otherwise Online (i.e. some Goods have a 48 hour order requirement and Goods intended for delivery on Sunday, Monday and Tuesday (for Goods with a 48 hour order requirement) must be ordered by 1pm on the preceding Friday).

“Ordered Goods” means Goods ordered as part of an Order for delivery.

“Perishable Goods” means Goods which are subject to decay or spoilage if not used or consumed within a short period of time.

“Specified Location” means the location in which we will leave your Order, as specified by you in the ‘My Account’ section Online.

“Terms” means the terms and conditions as set out below.

“Website” means www.loafly.co.uk “Weekly Plan” means an Order intended to recur on a weekly basis on the same day in each Loafly Week.

1. About these Terms

1.1. These are the Terms for the sale and purchase of the Goods and for the use of the App and the Website.

1.2. These Terms govern Loafly’s relationship with you in relation to the use of the App and the Website and all placings of Orders made by you Online, and in any interaction with Loafly you are bound by these Terms.

1.3. All purchases made Online are governed by the latest version of these Terms.

1.4. We may update these Terms at any time.

1.5. To assist you in determining whether the Terms have been updated we will display the date when the Terms were most recently updated at the top of the Terms. It is your responsibility to check for updates to these Terms before placing an Order to ensure that you are aware of any updates.

1.6. Before Account Registration, you will be asked to confirm that you have read and accepted these Terms. If you do not accept the Terms, you will not be able complete Account Registration and place an Order.

1.7. If you have any queries relating to these Terms please contact our Customer Care Team.

1.8. In our dealings with you, we assume that you are a private person, who is at least 18 years old and who is legally capable of entering into legally binding contracts.

2. Account Registration 2.1. You must complete Account Registration before you can place an Order.

2.2. You will not be able to register an Account until you complete a payment set-up using one of our accepted payment methods as detailed Online.

2.3. You are responsible for ensuring all the details provided by you on registration are correct and must inform us immediately of any changes by updating your personal details.

2.4. Only one Account per postal address maybe registered at any one time.

3. Orders

3.1. You may place, amend or cancel an Order at any time up to the relevant Order Deadline.

3.2. You cannot amend or cancel an order Online after the relevant Order Deadline. Any Order placed, and not either cancelled or frozen (see clause 3.3 below) at the relevant Order Deadline is binding, will be delivered and will be charged for in full.

3.3. A Weekly Plan can be frozen at any time before the first relevant Order Deadline. If you do not freeze your Order your deliveries will continue to be made as normal and you will be fully charged for the Order.

3.4. The placing of the Goods Online is an invitation to you from Loafly to accept offers for the Goods. It is not an offer to sell at the listed price. By placing an Order you are making an offer to Loafly to purchase in accordance with these Terms (“Order Placement”).

3.5. Following Order Placement, Loafly will acknowledge receipt of the Order via e-mail (“Order Acknowledgement”). Order Acknowledgement will occur at the time the communication is sent.

3.6. The Order is only deemed accepted at the Order Deadline subject always to Events Beyond Our Control (“Order Acceptance”). For the avoidance of doubt, Order Acknowledgement is not Order Acceptance. 3.7. Completion of contract is deemed on delivery.

3.8. Goods are subject to availability and prevailing market conditions. We reserve the right to limit the quantities of Goods supplied to any one customer if in our opinion the quantity ordered jeopardises availability for other customers.

3.9. We may add to, subtract from or change the Goods available from time to time and at any time before an Order Deadline. If such Goods are part of your Ordered Goods we will contact you via e-mail to inform you and provide you with the opportunity to amend your Order prior to the next Order Deadline.

3.10. If for any reason we are unable to deliver to you the whole or part of your Ordered Goods on the specified delivery date, you will not be charged for the part of the Ordered Goods not delivered.

3.11. If Ordered Goods delivered to you are incomplete or include incorrect Goods or an incorrect quantity, you must notify us within 2 working days.

Provided you have notified us you will not be charged for any Ordered Goods not received. Our liability to you is strictly limited to the price of any Ordered Goods not delivered or incorrectly delivered.

3.12. We only sell Goods to end-consumers. Goods will not be supplied for the purposes of resale.

3.13. We have made every effort to describe and display as accurately as possible the Goods. However, the Goods as delivered may vary slightly from any images displayed Online from time to time. Images of the Goods are provided for illustration purposes only. We cannot guarantee that your computer’s or mobile phone’s display of the colours accurately reflects the colour of the Goods. The packaging of the Goods may vary from that shown on images displayed Online.

4. Pricing

4.1. The price of Goods will be as set out Online at the time of Order Placement. If you subsequently amend an Order to add items, the prices charged for new products which were not in your original order will be the prices set out Online at the time your amended order is confirmed.

4.2. If you have set up a Weekly Plan, the price for Goods in future orders may differ from the price of those Goods at the time of Order Placement. Changes will not be made to prices without providing at least seven days’ notice and any changes will be notified Online. You can check the cost of your current Weekly Plan Online.

4.3. There is no minimum order requirement.

4.4. The prices stated Online will be inclusive of any VAT payable.

4.5. A delivery fee will be applied to your Order (the “Delivery Fee”) which will vary depending upon if you have a Weekly Plan or if you have made a One-Off Purchase.

4.6. With respect to a Weekly Plan, the Weekly Fee will be the same irrespective of how many days Orders are made during the Loafly Week

4.7. The Delivery Fee will be clearly shown on every invoice. We reserve the right to from time to time make promotional offers and incentives with respect to the Delivery Fee.

4.8. We may run promotional offers either Online or via our social media channels. Offers may require the entry of an offer or discount code before payment is made in order to redeem an offer. The terms and conditions for all offers will contain full information on offer redemption and will set out any specific restrictions if applicable. We reserve the right to reject promotions or referrals made by or between multiple Accounts at the same address.

4.9. Making amendments to an Order may impact upon applicable promotions. If the Goods are on promotion at Order Placement, you will receive the promotional price on your Order for the duration of the relevant promotional offer. Once the relevant promotion has ended, Goods will be charged at the full list price for the Goods, as varied from time to time.

4.10. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. All prices are subject to change. It is always possible that, despite our reasonable efforts, some of the Goods displayed Online may be incorrectly priced. If you have a query regarding a discrepancy in pricing of Goods contact our Customer Care Team.

5. Payment

5.1. Payment may only be made by debit or credit card. The debit and credit cards accepted by us are those displayed Online on the date of Account Registration.

5.2. Payment for Orders will be processed in aggregate and weekly in arrears every Tuesday (or if not a working day the first working day thereafter) in respect of the preceding Loafly Week, irrelevant of on how many days of delivery during the preceding week. Payments will be automatically taken. We will send you an invoice by email. If you have any queries about payments, please contact our Customer Care Team.

6. Cooler Bag

6.1. In order to preserve the quality of your goods we will deliver your Order in a Cooler Bag. The Cooler Bag is the property of Loafly.

6.2. You must leave the Cooler Bag for collection in your Specified Location either in respect of a Weekly Plan at the date of your next Order or in respect of a One-Off Purchase on the following night. We will then collect the Cooler Bag and not charge you for the cost of the Cooler Bag. If you do not leave the Cooler Bag for collection we will automatically charge you £10 plus VAT for each Cooler Bag as part of your weekly payment. The payment will be set out on your weekly invoice.

6.3. Following account termination, you will need to arrange collection of the Cooler Bag by contacting our Customer Care Team. If you do not do so you will be charged for the cost of any Cooler Bags remaining in your possession.

7. Delivery

7.1. Deliveries are limited to one delivery per day per household.

7.2. Confirmation of delivery will be recorded in your Account Online.

7.3. Deliveries will be made to the address and left at the Specified Location, specified by you on Account Registration. You may change the address and Specified Location Online, and you must ensure to do so if you move home so that we can deliver to the correct address.

7.4. We reserve the right to restrict deliveries in certain areas, and this includes the right to eliminate certain areas from our delivery schedule altogether.

7.5. We take special care to endeavour that deliveries are made by 7.00 am. Please note adverse weather conditions or other events outside of our reasonable control may result in the occasional late or cancelled delivery. In such circumstances we will endeavour to contact you as soon as we are able to in order to arrange a fair compensation with you. In any event, our liability to you will be limited to the price of goods not delivered and the cost of delivery. In the event deliveries are made after 7.00 am and the delay is within our reasonable control, we reserve the right not to charge you for that day’s Ordered Goods.

7.6. Loafly has tested our packaging and Cooler Bags against weather, animals and being left from the time of delivery until 7.00 am, to ensure they are suitable for protecting the quality of Goods. Our contract is deemed complete upon the delivery of Goods, at which point we relinquish responsibility for the Goods. Loafly expressly disclaims all liability which may arise by virtue of the delivery being left unattended for a period of time. This includes but is not limited to theft, tampering, contamination and the result of any change in temperature in respect of items which need to be kept chilled or frozen.

8. Defective Goods and Refund Policy

8.1. We are under a legal duty to supply products that are in conformity with this contract and each of the Goods is sold subject to its product description which can be found on the relevant page for those Goods.

8.2. We advise you to inspect the Goods promptly at the time of delivery and notify us of any defects promptly after delivery. If you discover a product is faulty, please contact our Customer Care Team.

8.3. If you think that any of the Goods you have received does not match its description, is not of satisfactory quality, does not meet any relevant guarantee we have made, or is otherwise faulty or defective, then please contact our Customer Care Team who will do their best to help you and, where applicable, arrange for a refund or (if not yet charged) not charge you for the cost of the Goods. We reserve the right to ask you to send us reasonable evidence of any of the Goods affected by such issues.

8.4. Where we give you a refund, we will usually refund any money received from you using the same method originally used by you to pay for your purchase.

8.5. As a consumer, you have certain legal rights regarding the return of faulty or misdescribed goods. Our refund procedure described above does not affect your legal rights in relation to such goods. The guarantee provided above is in addition to your legal rights in relation to Goods that are defective, faulty or not as described. Advice about your legal rights is available from your local Citizens Advice Bureau or Trading Standards Office. Our refund policy is in accordance with statutory rights under the Consumer Contracts Regulations.

9. Cancellation Rights

9.1. In the case of Perishable Goods you do not have the right to cancel the contract after Order Acceptance. Should you wish to cancel your order after Order Acceptance but prior to the time of delivery, we shall be entitled to charge you in full for an amount equal to the price of the Perishable Goods contained in the relevant Order.

9.2. Where applicable and in respect of non-perishable goods, you have the right to cancel the contract at any time until the expiry of the 14th working day after the date of delivery of the goods by notifying us by email. We will arrange with you for cancelled non-perishable goods to be returned to us, and we will credit your account with the price of such goods within 30 days from the date you returned the goods to us (provided payment has already been debited to your payment card). If you choose to return goods by post you will be responsible for the cost of postage.

10. Communications and Contacting Us Any Customer complaints, requests, recommendations and comments should be addressed to our Customer Care Team.

11. Warranty and Liability

11.1. 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 this contract.

11.2. We do not in any way exclude or limit our liability to you for:

11.2.1. death or personal injury caused by our negligence;

11.2.2. fraud or fraudulent misrepresentation;

11.2.3. liability which may not be limited or excluded under section 31(1) of the Consumer Rights Act 2015;

11.2.4. defective products under the Consumer Protection Act 1987;

or

11.2.5. any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.

11.3. We only supply the Goods for domestic and private use. If you use the Goods for any commercial, business or resale purposes, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

11.4. We will not be deemed to be in breach of contract or of these Terms as a result of any delay in our performance or failure to perform our obligations if that delay or failure to perform is due to any cause or circumstance beyond our reasonable control including, but not limited to, fire, explosion, storm, earthquake, flood and other acts of God, strikes, lock-outs or other industrial action by third parties, riot, invasion, accident, disruption to energy supplies, civil commotion, acts of terrorism, or threat of terrorist attack, war (whether declared or not), or threat of war or preparation for war, breakdown of equipment, road traffic problems, subsidence, epidemic or other natural disaster, cyber-attack, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport or disruption to our Website and/or App or to our Customer Care Team. 11.5. If an Event Outside Our Control takes place that affects the performance of our obligations under a contract:

11.5.1. we will contact you as soon as reasonably possible to notify you; and

11.5.2. our obligations under such 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 effects our delivery of Goods to you, we will arrange for our deliveries to you to resume as soon as reasonably possible after the Event Outside Our Control is over.

11.6. Our maximum liability arising out of any order for the supply of Goods to you under this contract will be is strictly limited to the price of the relevant Ordered Goods.

12. Privacy

12.1. All communications made to and from our Customer Care Team maybe recorded for quality and monitoring purposes.

12.2. We respect your privacy. The personal information that you give us is held with care and security. We will not sell, rent or transfer this information to third parties for their marketing purposes unless you agree otherwise.

12.3. Our privacy practises are further detailed in our privacy policy.

12.4. At the time of your registration you will receive a password. You are entirely responsible for maintaining the confidentiality of your password. You are entirely responsible for all orders placed with us or information given to us under your Account. You must immediately notify us of any unauthorised use of your Account or any other breach of security known to you.

13. Special Offers Promotions and Competitions

13.1. From time to time, and in our complete discretion, the Goods may be subject to special offers. In the event that such a special offer applies to your Account, the terms of such special offer shall be subject to any terms set out. If there is any conflict between the terms of a special offer and these Terms, these Terms shall prevail unless specifically excluded.

13.2. We reserve the right to change the terms of special offers, or withdraw them altogether, at any time and without prior notice. Subject to Clause 3.8, we will honour at the offer price any order placed by you before an offer ends, is amended or is withdrawn.

13.3. We reserve the right to offer in our absolute discretion different special offers, promotions and competitions to different customers.

13.4. We reserve the right to reject promotions or referrals made by or between multiple Accounts at the same address.

14. Cancellations of Deliveries and Suspension of Your Account

14.1. We reserve the right to cancel your delivery at any time if we suspect fraud, have reason to believe you are in breach of these Terms, or if there is an outstanding payment for any Account registered at your address. This includes breach of any terms and conditions which are applicable to Loafly and of which you are aware. In the event that we cancel your order, you will be notified and will be invited to contact our Customer Care Team in order to resolve the issue.

14.2. In addition to our right to cancel your order in accordance with Clause 14.1, we reserve the right to suspend your account. Your account will remain suspended until you contact our Customer Care Team and remedy any breaches which are capable of remedy, or provide any information reasonably requested by our Customer Care Team to enable them to reactivate your Account.

14.3. In the rare event that unforeseen operational or technical issues occur, we may need to cancel or rearrange delivery. If this happens our Customer Care Team will endeavour to contact you to as soon as reasonable possible.

15. General

15.1. Each of the paragraphs of these Terms operates separately. If any of these Terms is held by any court or competent authority to be unlawful, invalid or unenforceable, in whole or in part, this will not affect the validity of the remaining Terms which will continue to be valid and enforceable to the fullest extent permitted by law.

15.2. All copyright, trademarks and all other intellectual property rights in all material or content supplied Online shall remain at all times vested in Loafly. You are permitted to use the material data and content only for your personal use in placing orders Online, and you may not otherwise copy, reproduce, transmit, publish, display, distribute, commercially exploit, use or create derivative works of any material data and content supplied Online without Loafly’s prior written permission. Loafly may impose a fee on any proposed use of the material data and content supplied Online, other than for placing orders Online.

15.3. These Terms will be governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute which may arise between them.

15.4. Loafly is a trading name of Milkman Group Limited. The registered company address for Milkman Group Limited is 19 Collingwood Court, Queens Road, London NW4 2HE and is registered in England with company registration number 11425945.

15.5. 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 Online if this happens.

15.6. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

15.7. This contract is between you and Loafly. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

15.8. 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.