GUINNESS ‘CLEANEDUP’ HAND SANITISER UNIT PROMOTION

OPERATIVE PROVISIONS

 

1. THE OFFER

 

1.1. You have been invited by Diageo Great Britain Limited (Diageo) to take advantage of

an opportunity to receive up to 2 complimentary Guinness branded Hand Sanitiser

stations, together with 4x5 litre bottles of hand sanitiser per premises operated by you

(each referred to hereinafter as Goods and collectively as the Package) (the Offer).

 

1.2. Pursuant to the Offer and subject to you being eligible to apply for the Goods,
Diageo has agreed that the Packages will be supplied to you free of charge, save for
any associated delivery charges for which you will be responsible (please see our
website for details).

 

1.3. Pursuant to the Offer, you may not order more than the specified number of 2

Packages for each premises operated by you and you may not offer any of the

Packages or Goods comprised within them for resale.

 

1.4. Subject to availability, you may order additional stocks of Hand Sanitiser stations or

bottles of hand sanitiser, which will be charged to you at our usual prices as shown in

our website.

 

1.5. These terms and conditions govern the supply of the Packages to you and, to the

extent that we agree to supply you with additional Goods (being either Hand Sanitiser

stations or supplies of hand sanitiser consumables), any further orders that you may

make for Goods.

 

2. ABOUT US

 

2.1. Company details. Innovate Energy Solutions Limited (company number 10731302)

(we and us), is a company registered in England and Wales and our registered office

is at 229 Shoreditch High Street, London E1 6PJ.

 

2.2. Contacting us. To contact us please use the ‘chat’ function on our website] or email cleanedup@chargedup.green.

 

2.3. How to give us formal notice of any matter under the Contract is set out in clause

15.2

 

3. OUR CONTRACT WITH YOU

 

3.1. Our contract. These terms and conditions (Terms) apply to any order by you and

supply of Goods by us to you (Contract). No other terms are implied by trade, custom,

practice or course of dealing.

 

3.2. Entire agreement. The Contract is the entire agreement between us in relation to its

subject matter. You acknowledge that you have not relied on any statement, promise

or representation or assurance or warranty that is not set out in the Contract.

 

3.3. Your copy. You should print a copy of these Terms or save them to your computer

for future reference.

 

4. PLACING AN ORDER AND ITS ACCEPTANCE

 

4.1. Placing your order. Please follow the onscreen prompts to place an order. Each

order is an offer by you to receive the Goods specified in the order subject to these

Terms.

 

4.2. Correcting input errors. Our order process allows you to check and amend any

errors before submitting your order to us. Please check the order carefully before

confirming it. You are responsible for ensuring that your order is complete and

accurate.

 

4.3. Acknowledging receipt of your order. After you place an order, you will receive an

email from us acknowledging that we have received it, but please note that this does

not mean that your order has been accepted. Our acceptance of your order will take

place as described in clause 4.4

 

4.4. Accepting your order. Our acceptance of your order takes place when we send the

email to you to accept it, at which point the Contract between you and us will come

into existence.

 

4.5. If we cannot accept your order. The Offer is strictly subject to availability and to
you being eligible to benefit from the Offer and to receive the Goods. If we are
unable to supply you with the Goods for any reason, we will inform you of this by
email and we will not process your order. We will refund to you any amounts
received from you including any delivery costs charged as soon as possible.

 

4.6. Cancellation. If we mistakenly accept and process your order where it transpires
that you were not eligible to benefit from the Offer, we may cancel the supply of the
Goods and will inform you of this by email. You will be liable to return any Goods
delivered to you upon request from us.

 

5. OUR GOODS

 

5.1. The images of the Goods on our site are for illustrative purposes only. Although we

have made every effort to display the colours accurately, we cannot guarantee that

your computer's display of the colours accurately reflect the colour of the Goods. The

colour of your Goods may vary slightly from those images.

 

5.2. The packaging of your Goods may vary from that shown on images on our site.

 

5.3. We reserve the right to amend the specification of the Goods if required by any

applicable statutory or regulatory requirement.

 

6. RETURN AND REFUND

 

6.1. You may cancel the Contract and receive a refund of any amounts paid to us by you

referable to your order. If you wish to cancel the Contract you should notify us as set

out in clause 6.36.3 within 7 days of your decision to cancel the Contract.

 

6.2. However, this cancellation right does not apply in the case of:

 

6.2.1. bottles of hand sanitiser which you have opened after you receive them;

or

6.2.2. any Goods which become mixed inseparably with other items after their delivery.

 

6.3. To cancel the Contract, you must contact us using the ‘chat’ function on our website or email cleanedup@chargedup.green, providing details of your order to help us to identify it such as the order number and delivery address and postcode. Your cancellation is effective from the date you notify us in the manner outlined above.

 

6.4. If you have returned the Goods to us under this clause 6 because they are faulty or

mis-described, we will refund any amounts paid by you that are referable to the faulty

or mis-described Goods on the credit card or debit card used by you to pay.

 

6.5. If Goods have been delivered to you before you decide to cancel the Contract then

you must return them to us without undue delay and in any event not later than 14

days after the day on which you let us know that you wish to cancel the Contract. You

can either send them back or hand them to our authorised carrier. Please see our

Returns page website for our returns address, printable returns labels and information

about our authorised carrier and how to arrange a return. If we have offered to collect

the Goods from you we will collect the Goods from the address to which they were

delivered. We will contact you to arrange a suitable time for collection.

 

7. DELIVERY, TRANSFER OF RISK AND TITLE

 

7.1. We will contact you with an estimated delivery date, which will generally be within 14

days after the date on which we email you to confirm our acceptance of your order.

Occasionally our delivery to you may be affected by an Event Outside Our Control.

See clause 14 (Events outside our control) for our responsibilities when this happens.

 

7.2. Delivery is complete once the Goods have been unloaded at the address for delivery

set out in your order and the Goods will be at your risk from that time.

 

7.3. You own the Goods once we have received payment in full of any amounts payable

by you, including all applicable delivery charges.

 

7.4. If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement

goods of a similar description and quality in the cheapest market available, less the

price of the Goods. However, we will not be liable to the extent that any failure to

deliver was caused by an Event Outside Our Control, or because you failed to provide

adequate delivery instructions or any other instructions that are relevant to the supply

of goods.

 

7.5. If you fail to take delivery within 5 days after the day on which we notified you that the

Goods were ready for delivery, we may offer the Goods for delivery to any other

person.

 

8. NO INTERNATIONAL DELIVERY

 

8.1. Unfortunately, the Offer is not available to any person resident outside of the UK or who is not eligible to benefit from the offer.

 

8.2. You may place an order for Goods from outside the UK, but this order must be for

delivery to an address in the UK.

 

9. PRICE OF GOODS AND DELIVERY CHARGES

 

9.1. The prices of the Goods (if applicable) will be as quoted on our site at the time you

submit your order. 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.

However, please see clause 09.5 for what happens if we discover an error in the price

of Goods you ordered.

 

9.2. Prices for our Goods may change from time to time, but changes will not affect any

order you have already placed.

 

9.3. The price of Goods excludes VAT (where applicable) at the applicable current rate

chargeable in the UK for the time being. However, if the rate of VAT changes between

the date of your order and the date of delivery, we will adjust the VAT you pay, unless

you have already paid for the Goods in full before the change in VAT takes effect.

 

9.4. The price of the Goods does not include delivery charges. Our delivery charges are

as advised to you during the check-out process, before you confirm your order. To

check relevant delivery charges, please refer to our website.

 

9.5. It is always possible that, despite our reasonable efforts, some of the Goods on our

site may be incorrectly priced. If we discover an error in the price of the Goods you

have ordered we will contact you to inform you of this error and we will give you the

option of continuing to purchase the Goods at the correct price or cancelling your

order. We will not process your order until we have your instructions. If we are unable

to contact you using the contact details you provided during the order process, we will

treat the order as cancelled and notify you in writing. If we mistakenly accept and

process your order where a pricing error is obvious and unmistakeable and could

reasonably have been recognised by you as a mispricing, we may cancel supply of

the Goods and refund you any sums you have paid.

 

10. HOW TO PAY

 

10.1. You can only pay for Goods using a debit card or credit card.

 

10.2. Payment for the Goods and all applicable delivery charges is in advance. We will not

charge your debit card or credit card until we dispatch your Goods.

 

11. OUR WARRANTY FOR THE GOODS

 

11.1. The Goods are intended for use only in the UK. We do not warrant that the Goods

comply with the laws, regulations or standards outside the UK.

 

11.2. We provide a warranty that on delivery, the Goods shall:

 

11.2.1. subject to clause 5, conform in all material respects with their description;

and

11.2.2. be free from material defects in design, material and workmanship.

 

11.3. Subject to clause 11.4, if:

 

11.3.1. you give us notice in writing within a reasonable time of discovery that

some or all of the Goods do not comply with the warranty set out in clause 11.2

 

11.3.2. we are given a reasonable opportunity of examining the Goods; and

 

11.3.3. if we ask you to do so, you return the Goods to us at our cost,

we will, at our option, repair or replace the defective Goods, or refund the price of the

defective Goods in full.

 

11.4. We will not be liable for breach of the warranty set out in clause 11.2 if:

 

11.4.1. you make any further use of the Goods after giving notice to us under

clause 11.3

 

11.4.2. you alter or repair the Goods without our written consent;

 

11.4.3. the defect arises as a result of fair wear and tear, wilful damage,

negligence, or abnormal storage or working conditions; or

 

11.4.4. the Goods differ from their description or specification as a result of

changes made to ensure they comply with applicable statutory or

regulatory requirements.

 

11.5. We will only be liable to you for the Goods' failure to comply with the warranty set out

in clause 11.2 to the extent set out in this clause 11.

 

11.6. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the

fullest extent permitted by law, excluded from the Contract.

 

11.7. These Terms also apply to any repaired or replacement Goods supplied by us to you.

 

12. OUR LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

 

12.1. References to liability in this clause 12 include every kind of liability arising under or

in connection with the Contract including but not limited to liability in contract, tort

(including negligence), misrepresentation, restitution or otherwise.

 

12.2. We only supply the Goods for internal use by your business, and you agree not to use

the Goods for any resale purposes.

 

12.3. Nothing in these Terms limits or excludes our liability for:

12.3.1. death or personal injury caused by our negligence;

12.3.2. fraud or fraudulent misrepresentation;

12.3.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979

(title and quiet possession); or

12.3.4. any other liability that cannot be limited or excluded by law.

 

12.4. Subject to clause 12.312.3, we will under no circumstances be liable to you for:

12.4.1. any loss of profits, sales, business, or revenue;

12.4.2. loss of business opportunity;

12.4.3. loss of anticipated savings;

12.4.4. loss of goodwill; or

12.4.5. any indirect or consequential loss.

 

12.5. Subject to clause 12.3, our total liability to you for all losses arising under or in

connection with the Contract will in no circumstances exceed the total amount

received by you in respect of the particular order.

 

12.6. Except as expressly stated in these Terms, we do not give any representations,

warranties or undertakings in relation to the Goods. 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 Goods are suitable for your purposes.

 

13. TERMINATION

 

13.1. Without limiting any of our other rights, we may suspend the supply or delivery of the

Goods to you, or terminate the Contract with immediate effect by giving written notice

to you if:

 

13.1.1. you commit a material breach of any term of the Contract and (if such a

breach is remediable) fail to remedy that breach within 7 days of you being

notified in writing to do so;

 

13.1.2. you fail to pay any amount due under the Contract on the due date for

payment;

 

13.1.3. we have a reasonable belief that you have ordered more than the

maximum specified number of Packages per premises operated by you

or that you have offered any of the Goods for resale;

 

13.1.4. you take any step or action in connection with you entering administration,

provisional liquidation or any composition or arrangement with your

creditors (other than in relation to a solvent restructuring), being wound

up (whether voluntarily or by order of the court, unless for the purpose of

a solvent restructuring), having a receiver appointed to any of your assets

or ceasing to carry on business;

 

13.1.5. you suspend, threaten to suspend, cease or threaten to cease to carry on

all or a substantial part of your business; or

 

13.1.6. your financial position deteriorates to such an extent that in our opinion

your capability to adequately fulfil your obligations under the Contract has

been placed in jeopardy.

 

13.2. Termination of the Contract shall not affect your or our rights and remedies that have

accrued as at termination.

 

13.3. Any provision of the Contract that expressly or by implication is intended to come into

or continue in force on or after termination shall remain in full force and effect.

 

14. EVENTS OUTSIDE OUR CONTROL

 

14.1. We will not be liable or responsible for any failure to perform, or delay in performance

of, any of our obligations under the Contract that is caused by any act or event beyond

our reasonable control (Event Outside Our Control).

 

14.2. If an Event Outside Our Control takes place that affects the performance of our

obligations under the Contract:

 

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

 

14.2.2. our obligations under the 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 Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

 

14.3. You may cancel the Contract affected by an Event Outside Our Control which has

continued for more than 30 days. To cancel please contact us. If you opt to cancel,

you will have to return (at our cost) any relevant Goods you have already received

and we will refund the price you have paid, including any delivery charges.

 

15. COMMUNICATIONS BETWEEN US

 

15.1. When we refer to "in writing" in these Terms, this includes email.

 

15.2. Any notice or other communication given by one of us to the other under or in

connection with the Contract must be in writing and be delivered personally, sent by

pre-paid first class post or other next working day delivery service, or email.

 

15.3. A notice or other communication is deemed to have been received:

 

15.3.1. if delivered personally, on signature of a delivery receipt or at the time the

notice is left at the proper address;

 

15.3.2. if sent by pre-paid first class post or other next working day delivery

service, at 9.00 am on the second working day after posting; or

 

15.3.3. if sent by email, at 9.00 am the next working day after transmission.

 

15.4. 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 and that no message indicating that the email was ‘undeliverable’ was

received in response.

 

15.5. If you wish to serve a notice on us, please send it to

cleanedup@chargedup.green. We may serve notices on you by email by addressing

them to the email address you provide in your order.

 

15.6. The provisions of this clause shall not apply to the service of any proceedings

or other documents in any legal action.

 

16. GENERAL

 

16.1. Assignment and transfer.

 

16.1.1. We may assign or transfer our rights and obligations under the Contract

to another entity by posting on this webpage if this happens.

 

16.1.2. You may only assign or transfer your rights or your obligations under the

Contract to another person if we agree in writing.

 

16.2. Variation. Any variation of the Contract only has effect if it is in writing and signed by

you and us (or our respective authorised representatives).

 

16.3. Waiver. If we do not insist that you perform any of your obligations under the Contract,

or if we do not exercise our rights or remedies against you, or if we delay in doing so,

that will not mean that we have waived our rights or remedies against you or that you

do not have to comply with those obligations. If we do waive any rights or remedies,

we will only do so in writing, and that will not mean that we will automatically waive

any right or remedy related to any later default by you.

 

16.4. Severance. Each paragraph of these Terms operates separately. If any court or

relevant authority decides that any of them is unlawful or unenforceable, the remaining

paragraphs will remain in full force and effect.

 

16.5. Third party rights. The Contract is between you and us. No other person has any

rights to enforce any of its terms.

 

16.6. Governing law and jurisdiction. This Contract is governed by English law and each

party irrevocably agrees to submit all disputes arising out of or in connection with this

Contract to the exclusive jurisdiction of the English courts.