Should we ask you to provide certain information by which you can be identified when using this website, you can be assured that it will only be used in accordance with this privacy statement.
Please read the following carefully to understand our practices regarding your personal data and cookie usage. By visiting and submitting information via this site you are accepting and consenting to the practices described in this statement.
Fresh Egg Limited may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes. This policy was last updated on 30 May 2019.
1. Important information and who we are
This website is not intended for children and we do not knowingly collect data relating to children.
Full name of legal entity: Fresh Egg Limited
Email address: firstname.lastname@example.org
Postal address: Data Privacy Manager, Fresh Egg Ltd, 1-13 Buckingham Road, Worthing, West Sussex, BN11 1TH
You have the right to make a complaint at any time to the Information Commissioner's Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.
It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.
2. The data we collect about you
Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).
We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:
- Identity Data includes: your first and last name (so we know what to call you), your company name (so we know what sector you operate in and are contacting us from) and title.
- Contact Data includes address, email address and telephone numbers (so that we can contact you back).
- Financial Data includes bank account and payment card details.
- Transaction Data includes details about payments to and from you and other details of services you have purchased from us.
- Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, and other technology on the devices you use to access this website.
- Profile Data includes purchases or orders made by you, your interests, preferences, feedback and survey responses.
- Usage Data includes information about how you use our website, products and services.
- Google Analytics: We may collect the following information via Google Analytics when you use the site: details of how you used our service, such as your search queries, device event information such as crashes, system activity, hardware settings, browser type, browser language, the date and time of your request and referral URL, cookies that may uniquely identify your browser or your Google Account.
- Should you wish to opt out of Google Analytics tracking across all websites please visit http://tools.google.com/dlpage/gaoptout.
- Call tracking software: We may collect the following information via our call tracking software: telephony log information like your phone number, calling-party number, forwarding numbers, time and date of calls and duration of calls.
- Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.
We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.
If you fail to provide personal data
Where we need to collect personal data by law, or under the terms of a contract we have with you, and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with our services). In this case, we may have to cancel a service you have with us but we will notify you if this is the case at the time.
3. How is your personal data collected?
We use different methods to collect data from and about you including through:
Direct interactions. You may give us your Identity, Contact and Financial Data by filling in contact forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you:
- apply for our services;
- subscribe to our service or publications;
- request marketing to be sent to you;
- enter a competition, promotion or survey; or
- give us feedback or contact us.
Third parties or publicly available sources. We will receive personal data about you from various third parties and public sources as set out below:
Technical Data from the following parties:
- analytics providers such as Google based outside the EU;
- advertising networks; and
- search information providers.
Contact, Financial and Transaction Data from providers of technical, payment and delivery.
Identity and Contact Data from data brokers or aggregators.
Identity and Contact Data from publicly available sources such as Companies House and Experian UK Limited based inside the UK.
4. How we use your personal data
We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:
- Where we need to perform the contract we are about to enter into or have entered into with you.
- Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
- Where we need to comply with a legal obligation.
- Where you have given your consent to us processing your personal data.
You have the right to withdraw consent to marketing at any time by contacting us.
Purposes for which we will use your personal data
Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below.
We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising. We have established the following personal data control mechanisms:
Promotional offers from us
We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you (we call this marketing).
You will receive marketing communications from us if you have requested information from us or purchased services from us and you have not opted out of receiving that marketing.
We will get your express opt-in consent before we share your personal data with any third party for marketing purposes.
You can ask us or third parties to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you or by contacting us at any time.
Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a service purchase, service experience or other transactions.
Change of purpose
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose please contact us.
If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
5. Disclosures of your personal data
We may share your personal data with the parties set out below.
External Third Parties
Service providers acting as processors who provide IT and system administration services.
Third party contractors or freelancers acting as joint processors in respect of fulfilment of a contract with you in accordance with our terms and conditions.
Professional advisers acting as processors or joint controllers including lawyers, bankers, auditors and insurers who provide consultancy, banking, legal, insurance and accounting services.
HM Revenue & Customs, regulators and other authorities [acting as processors or joint controllers based in the United Kingdom who require reporting of processing activities in certain circumstances.
Market researchers and Bureaus based in the UK acting as controllers who provide personal data for the purposes carrying out market research.
Recruitment Agencies based in the UK acting as controllers who may provide personal data as part of the recruitment process.
We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.
6. International transfers
It may be that one of our external third parties or you are based outside of the EEA and therefore there may be processing of data which involves a transfer outside of the EEA.
Whenever we transfer your personal data out of the EEA, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:
- We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data by the European Commission.
- Where we use certain service providers, we may use specific contracts approved by the European Commission which give personal data the same protection it has in Europe.
- Where we use providers based in the US, we may transfer data to them if they are part of the Privacy Shield which requires them to provide similar protection to personal data shared between Europe and the US.
7. Data security
We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
8. Data retention
How long will you use my personal data for?
We will only retain your personal data for as long as reasonably necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements. We may retain your personal data for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.
To determine the appropriate retention period for personal data, we consider the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal, regulatory, tax, accounting or other requirements.
By law we have to keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for six years after they cease being customers for tax purposes.
In some circumstances you can ask us to delete your data: see your legal rights below for further information.
In some circumstances we will anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes, in which case we may use this information indefinitely without further notice to you.
9. Your legal rights
You have the right to:
Request access to your personal data (commonly known as a "data subject access request"). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios:
- If you want us to establish the data's accuracy.
- Where our use of the data is unlawful but you do not want us to erase it.
- Where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims.
- You have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it
Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.
Legitimate Interest means the interest of our business in conducting and managing our business to enable us to give you the best service/product and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law). You can obtain further information about how we assess our legitimate interests against any potential impact on you in respect of specific activities by contacting us.
Performance of Contract means processing your data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract.
Comply with a legal obligation means processing your personal data where it is necessary for compliance with a legal obligation that we are subject to.
A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies contain information that is transferred to your computer's hard drive.
We use the following cookies:
Strictly necessary cookies. These are cookies that are required for the operation of our website. They include, for example, cookies that enable you to log into secure areas of our website, use a shopping cart or make use of e-billing services.
Analytical/performance cookies. They allow us to recognise and count the number of visitors and to see how visitors move around our website when they are using it. This helps us to improve the way our website works, for example, by ensuring that users are finding what they are looking for easily.
Functionality cookies. These are used to recognise you when you return to our website. This enables us to personalise our content for you, greet you by name and remember your preferences (for example, your choice of language or region).
Targeting cookies. These cookies record your visit to our website, the pages you have visited and the links you have followed. We will use this information to make our website and the advertising displayed on it more relevant to your interests. We may also share this information with third parties for this purpose.
Remarketing. We use these cookies to show relevant adverts to users who have previously visited our site, as they browse other websites. We also use these cookies to generate profile information in order to allow us to market to people with similar profiles. Remarketing services we use include Facebook, Google, Twitter and LinkedIn. We recommend that you allow cookies so your experience isn’t hindered, as they allow our site to operate to its potential. However, you can choose to opt-out of receiving our cookies at any time. Do bear in mind that your experience may not be as smooth as some of our functionality depends on them. You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.
AdChoices. We’re committed to giving our users full control of their online experience. Whether you want to exercise advertising control on your desktop or mobile browser, the Digital Advertising Alliance (DAA). YourAdChoices program provides you with the WebChoices tool that can help you make choices for a broad array of companies, and whether you’d like to opt in or out of their services: http://optout.aboutads.info
You can find out more about the DAA here: https://www.youradchoices.com/about
You block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of our site.
Except for strictly necessary cookies, all cookies will expire after a maximum of 2 years.
Terms and conditions
Last updated at 12:00 on 25/01/21
1.1. Definitions. In these Conditions, the following definitions apply:
- Bespoke Software, means all software written, created or developed by or on behalf of Fresh Egg for the purposes of or pursuant to the Services, excluding, either in whole or in part, Fresh Egg Software, Third Party Software and any already existing modules and/or computer code thereof.
- Booking Form, means the form to be prepared by Fresh Egg and completed and signed by the Client and, in the absence of such form, the specifications as shall be agreed between Fresh Egg and the Client in writing from time to time.
- Business Day, means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
- Client, means the person or firm who enters into an arrangement to purchase Services from Fresh Egg as set out in the Booking Form.
- Client Data, means data, in whatever form, owned, held and/or controlled by the Client which is made available to Fresh Egg or is otherwise created, collated or collected and/or accessed by Fresh Egg in connection with the Services.
- Client Materials, means any materials provided by the Client to Fresh Egg.
- Client Software, means all software, the Intellectual Property Rights in which are owned by the Client, or licensed to the Client by a Third Party (other than for the purposes of or pursuant to the Services) which are required to be used by Fresh Egg for the purposes of or pursuant to the Services.
- Conditions, means these terms and conditions as amended from time to time in accordance with clause 11.8.
- Contract, means the contract between Fresh Egg and the Client comprising of the Booking Form (and its entire contents) and these Conditions for the supply of Services in accordance with these Conditions and the Booking Form and the signing of the Booking Form shall be deemed to be unconditional acceptance by the Client of these Conditions and the Booking Form.
- Contract Commencement Date means the date set out in the Booking Form.
- Contract Term means the term set out in the Booking Form.
- Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures, as defined in the Data Protection Legislation.
- Data Protection Legislation, the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
- Deliverables, means all documents, products and materials developed or produced by Fresh Egg or its agents, contractors and employees as part of or in relation to the Services.
- Event, means any event or workshop, the details of which are specifically set out in the Booking Form.
- Event Date, means the date of the Event set out in the Booking Form.
- Fresh Egg, means Fresh Egg Limited, a company registered in England and Wales whose registered address is 1-13 Buckingham Road, Worthing, West Sussex, BN11 1TH and whose company number is 03950929.
- Fresh Egg Materials, means all materials, equipment, documents and other property of Fresh Egg, the Intellectual Property Rights in which are owned by Fresh Egg and which are either Deliverables or are incorporated in Deliverables, excluding Third Party Materials, New Materials and Software and including Pre-existing Intellectual Property Rights.
- Fresh Egg Software, means software which is proprietary to Fresh Egg and which has not been created by Fresh Egg pursuant to or in connection with the Services.
- Intellectual Property Rights , means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- New Materials, means all materials (including any presentations, reports, specifications, designs, user guides, documentation and works) conceived, designed, prepared or created by or on behalf of Fresh Egg for the purposes of or pursuant to the Services or arising out of the provision of the Services and/or Deliverables excluding Software, Fresh Egg Materials, Client Materials and Third Party Materials.
- Pre-existing Intellectual Property Rights, means Intellectual Property Rights existing before the Contract Commencement Date.
- Service Fees, means the fees payable by the Client for the supply of the Services in accordance with clause 5 and the Booking Form, including expenses incurred and Materials.
- Services, means the services, including the Deliverables, provided by Fresh Egg to the Client as set out in the Booking Form or as may be agreed in writing between the parties from time to time.
- Software, means the computer programs and any other computer operating information used by Fresh Egg from time to time and any Modification which is acquired by the Client during the subsistence of this Contract.
- Third Party Materials, means all materials which are proprietary to any third party and which are either Deliverables or are incorporated in Deliverables, excluding Fresh Egg Materials, New Materials and Software.
- Third Party Software, means software which is proprietary to any third party and which has not been created pursuant to or in connection with the Services.
- UK Data Protection Legislation, all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
1.2. Construction. In these Conditions, the following rules apply:
1.2.1. a person includes a natural person, corporate or unincorporated body whether or not having separate legal personality;
1.2.2. a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4. any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5. a reference to “writing” or “written” includes emails.
2. Basis of contract
2.1 The Booking Form constitutes an offer by Fresh Egg to provide Services in accordance with these Conditions. Once accepted the Booking Form together with these Conditions shall constitute the Contract and in the event of any conflict between the provisions of the two the Booking Form shall prevail.
2.2 The offer to provide the Services from Fresh Egg shall be deemed to be accepted when the Client signs the Booking Form or issues a written acceptance to Fresh Egg.
2.3 The Contract shall come into existence on the Contract Commencement Date as indicated in the Booking Form or, in the absence of a signed Booking Form, on the date on which the Client issues a written acceptance to Fresh Egg.
2.4 Any samples, drawings, descriptive matter or advertising issued by Fresh Egg, and any descriptions or illustrations contained in Fresh Egg's promotional printed matters, website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 Any quotation given by Fresh Egg shall only be valid for a period of 20 Business Days from its date of issue.
2.6 All amounts quoted by Fresh Egg under the Contract are exclusive of Value Added Tax as chargeable from time to time.
3. Supply of Services
3.1 Fresh Egg shall supply the Services to the Client in accordance with the Booking Form in all material respects.
3.2 Fresh Egg shall use all reasonable endeavours to meet any performance dates specified in the Booking Form or otherwise, but any such dates shall be estimates only.
3.3 Fresh Egg shall have the right to make any changes to the Services which are necessary to comply with any applicable law, regulation, or which do not materially affect the nature or quality of the Services, and Fresh Egg shall notify the Client in any such event.
3.4 Fresh Egg warrants to the Client that the Services will be provided using reasonable care and skill.
4. Client's obligations
4.1 The Client shall:
4.1.1 ensure that the terms of the Booking Form (and any information it provides) are complete and accurate;
4.1.2 co-operate with Fresh Egg in all matters relating to the Services;
4.1.3 provide Fresh Egg, its employees, agents, consultants and subcontractors, as reasonably required by Fresh Egg, with access to Client Data, Client Materials, Client Software and the Client's premises, office accommodation and other facilities and ensure that any access to the premises that may require permission from a third party is obtained in advance;
4.1.4 provide Fresh Egg with such information and materials as Fresh Egg may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
4.1.5 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
4.1.6 keep and maintain all Fresh Egg Materials at the Client's premises in safe custody at its own risk, maintain Fresh Egg Materials in good condition until returned to Fresh Egg, and not dispose of or use Fresh Egg Materials other than in accordance with Fresh Egg's written authorisation; and
4.1.7 allow Fresh Egg to display the Client logo in marketing materials for the promotion of Fresh Egg services.
4.2 If Fresh Egg's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
4.2.1 Fresh Egg shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Fresh Egg's performance of any of its obligations;
4.2.2 Fresh Egg shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Fresh Egg's failure or delay to perform any of its obligations as set out in this clause 4.2;
4.2.3 the Client shall reimburse Fresh Egg on written demand for any costs or losses sustained or incurred by Fresh Egg arising directly or indirectly from the Client Default, regardless of whether the Services are completed; and
4.2.4 the Client shall not, unless otherwise agreed in writing, at any time from the Contract Commencement Date until the expiry of 12 months from the later of the last date of the supply of the Services or the termination of this Agreement, solicit or entice away from Fresh Egg or employ or contract with or attempt to employ or contact with any person who is, or who has been, engaged as an employee or subcontractor of Fresh Egg during the term of the Agreement.
5. Service Fees and payment
5.1 The Service Fees shall be as set out in the Booking Form and are based on the number of project hours or resources required to provide the Services. Fresh Egg may agree to accept payment of the Service Fees by way of instalments as set out in the Booking Form and shall invoice the Client accordingly (“Payment Plan”). It is acknowledged and agreed that any such instalments do not represent a fixed charge for any work done during any particular period but is instead a means of assisting the Client in payment of the Service Fees.
5.2 The Service Fees for the Services shall be invoiced by Fresh Egg and paid by the Client, all as set out in the Booking Form (taking into account any Payment Plan as mentioned in clause 5.1), in full and in cleared funds to a bank account nominated in writing by Fresh Egg, and time for payment shall be of the essence of the Contract.
5.3 In the event that the Service Fees are payable by way of a Payment Plan, Fresh Egg shall be entitled to calculate the value of Services provided based on project hours, resources and/ or any other factors and where such value exceeds the Service Fees paid under the Payment Plan issue an invoice to the Client in respect of the difference in the event of:
5.3.1 Termination of this Contract in accordance with Clause 9 or otherwise; and
5.3.2 Any variation to this Contract which is agreed by the Client and would result in a new Service Fee or Payment Plan.
Such invoice shall be payable immediately and shall not form part of any payment due to Fresh Egg in relation to any notice period given under this Contract.
5.4 Without limiting any other right or remedy of Fresh Egg, if the Client fails to make any payment due to Fresh Egg under the Contract by the due date for payment (Due Date), Fresh Egg shall have the right to charge interest on the overdue amount at the rate of four per cent per annum above the then current HSBC's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
5.5 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against Fresh Egg in order to justify withholding payment of any such amount in whole or in part. Fresh Egg may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Fresh Egg to the Client.
6. Intellectual property rights
6.1 Except as expressly set out elsewhere in the Contract:
6.1.1 The Client shall not acquire any right, title or interest in or to the Intellectual Property Rights of Fresh Egg or its licensors, including Intellectual Property Rights in:
a. Fresh Egg Software;
b. Fresh Egg Materials;
c. the Third Party Software;
d. the Third Party Materials;
e. Fresh Egg’s Pre-existing Intellectual Property Rights.
6.2 Fresh Egg shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Client or its licensors, including:
a. the Client Data;
b. the Client Software;
c. the Client Materials;
d. the New Materials;
e. the Bespoke Software;
f. Client’s Pre-existing Intellectual Property Rights.
6.3 The Intellectual Property Rights in all New Materials and/or Bespoke Software shall belong to and vest in the Client unconditionally and immediately on full and final payment of the Service Fees. Fresh Egg hereby assigns, and shall procure that all third parties who may have any right, title or interest in New Materials and/or Bespoke Software shall assign, in each case by way of present assignment of future rights, all New Materials and/or Bespoke Software absolutely to the Client with full title guarantee (free from all charges and other rights exercisable by third parties). Fresh Egg shall procure the waiver of any Moral Rights in or relating to any New Materials and/or Bespoke Software.
6.4 The Client hereby grants Fresh Egg a non-exclusive, non-transferable licence to use the Client Software, Client Materials and Client Data solely to the extent and for the period necessary for Fresh Egg to perform its obligations under the Conditions, such licence to terminate no later than on the termination of the Conditions. Fresh Egg shall comply with any terms or instruction given by the Client from time to time in relation to the use of the Client Software, Client Materials and Client Data.
6.5 Fresh Egg represents that it has and will continue to have the necessary rights and licences to comply with its obligations under this Clause 6 and undertakes to execute, do and/or procure the execution or doing of such things as are reasonably necessary in order to achieve, perfect or record the assignment or grant of rights and licences in accordance with this Clause 6.
6.6 Any physical media forming part of any Deliverables shall be owned by the Client and Fresh Egg hereby transfers and agrees to procure the transfer with full title guarantee (free from all charges, incumbrances and other rights exercisable by third parties) of all right, title and interest in such media to the Client.
6.7 Whenever Fresh Egg provides Bespoke Software in object code form, Fresh Egg shall at the same time provide to the Client the Source Materials in respect of such Bespoke Software.
6.8 Where there is an instalment Payment Plan agreed between the parties then clause 6.3 shall apply on payment of the final instalment subject to clause 5.3 and clause 10.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 7 shall survive termination of the Contract.
8. Limitation of liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1 Nothing in these Conditions shall limit or exclude Fresh Egg's liability for:
8.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
8.1.2 fraud or fraudulent misrepresentation; or
8.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 Subject to clause 8.1:
8.2.1 Fresh Egg shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
8.2.2 Fresh Egg's total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the value of the Service Fees paid under the Contract.
8.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.4 This clause 8 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
9.1.1 the other party commits a material breach of the Contract and if such a breach is remediable fails to remedy that breach within seven days of that party being notified in writing of the breach;
9.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or being a company is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or being an individual is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or being a partnership has any partner to whom any of the foregoing apply;
9.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than where a company for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party being a company other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.1.5 the other party being an individual is the subject of a bankruptcy petition or order;
9.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
9.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party being a company;
9.1.8 a floating charge holder over the assets of that other party being a company has become entitled to appoint or has appointed an administrative receiver;
9.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
9.1.10 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1.2 to clause 9.1.9 inclusive;
9.1.11 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
9.1.12 the other party being an individual dies or, by reason of illness or incapacity whether mental or physical, is incapable of managing his own affairs or becomes a patient under any mental health legislation.
9.2 Without limiting its other rights or remedies, each party shall, where applicable, have the right to terminate the Contract in accordance with the provisions of the Booking Form.
9.3 Without limiting its other rights or remedies, Fresh Egg shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and Fresh Egg if the Client becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.12, or Fresh Egg reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
10. Consequences of termination
10.1 On termination of the Contract for any reason:
10.1.1 the Client shall immediately pay to Fresh Egg all of Fresh Egg's outstanding unpaid invoices and interest, including any invoice issued in accordance with clause 5.3, and, in respect of Services supplied but for which no invoice has been submitted, Fresh Egg shall submit an invoice, which shall be payable by the Client immediately on receipt;
10.1.2 the Client shall return all of Fresh Egg Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then Fresh Egg may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
10.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
10.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
10.1.5 where the termination occurs because Fresh Egg has terminated the Contract during the Term as a result of a breach by the Client of any of the matters in clause 9.1, the Client shall be required to pay all of the outstanding monies owed under the terms of the Contract, whether or not the Services and/or Deliverables have been completed.
11.1 Force majeure:
11.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Fresh Egg including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Fresh Egg or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic or pandemic, or default of Fresh Egg’s subcontractors.
11.1.2 Fresh Egg shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
11.2 Assignment and subcontracting:
11.2.1 Fresh Egg may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
11.2.2 The Client shall not, without the prior written consent of Fresh Egg, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
11.3.1 A notice or other communication given or made under this Agreement shall be in writing and may be given by either hand delivery, prepaid first class post, facsimile transmission or electronic mail.
11.3.2 Any such notice which is given in accordance with Clause 11.3.1 above, shall be deemed to have been received with the other party in accordance with the contact details set out in the Booking Form or at any such address or contact details as shall be provided by the parties in writing from time to time:
a. at the time of delivery if delivered by hand;
b. on the second working day following the day of sending the notice by prepaid first class post; or
c. on despatch in the case of a facsimile transmission or electronic mail, provided that the sender does not receive any indication that the electronic mail message or facsimile transmission has not been successfully transmitted to the intended recipient.
11.3.3 This clause does not apply to the service of any legal proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
11.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
11.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
11.5.1 If a court or any other competent authority finds that any provision or part of any provision of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
11.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
11.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
11.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Fresh Egg.
11.9 Entire agreement: The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Fresh Egg which is not set out in the Contract.
11.10 Implied terms: These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
11.11 Data protection and data processing:
11.11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11.11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 11.11, Applicable Laws means:
126.96.36.199 where the Client is based in the European Union, the law of the European Union and Domestic UK Law;
188.8.131.52 where the Client is based in the United Kingdom the Domestic UK Law; or
184.108.40.206 where the Client is based elsewhere, the Domestic UK Law and any other domestic law that directly applies to Fresh Egg.
Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
11.11.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and Fresh Egg is the processor.
11.11.3 Without prejudice to the generality of clause 11.11, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Fresh Egg for the duration and purposes of the Contract.
11.11.4 Without prejudice to the generality of clause 11.11, Fresh Egg shall, in relation to any personal data processed in connection with the performance by Fresh Egg of its obligations under the Contract:
220.127.116.11 process that personal data only on the documented written instructions of the Client, including all processing required in accordance with the provision of the Services, unless Fresh Egg is required by Applicable Laws to otherwise process that personal data. Where Fresh Egg is relying on Applicable Laws as the basis for processing personal data, Fresh Egg shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Fresh Egg from so notifying the Client;
18.104.22.168 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
22.214.171.124 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
126.96.36.199 not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
(a) the Client or Fresh Egg has provided appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
(c) Fresh Egg complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(d) Fresh Egg complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
188.8.131.52 assist the Client, at the Client's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
184.108.40.206 notify the Client without undue delay on becoming aware of a personal data breach;
220.127.116.11 at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the personal data; and
18.104.22.168 maintain complete and accurate records and information to demonstrate its compliance with this clause 11.11 and immediately inform the Client if, in the opinion of Fresh Egg, an instruction infringes the Data Protection Legislation.
11.11.5 The Client consents to Fresh Egg appointing third party processors of personal data under the Contract.
22.214.171.124 Fresh Egg confirms that it has entered or (as the case may be) will enter with any third party processor into a written agreement, which reflects and will continue to reflect the requirements of the Data Protection Legislation, and:
a. is substantially on that third party’s standard terms of business; or
b. incorporates terms which are substantially similar to those set out in this clause 11.11.
126.96.36.199 As between the Client and Fresh Egg, Fresh Egg shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 11.11.
11.11.6 The terms of clause 188.8.131.52 shall not apply in relation to any transfers of data directly between the Client and Fresh Egg.
11.12 Governing law and jurisdiction: This 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
12. Consequences of cancellation of Event by the Client
12.1 If Fresh Egg is providing an Event, the Client may cancel the booking of the Event prior to the Event Date, subject to giving written notice to Fresh Egg and upon making payment to Fresh Egg of the cancellation charges as set out in the table below:
|Cancellation Period||Cancellation Charge|
|20 Business Days or more prior to the Event Date||NIL|
|10-19 Business Days prior to the Event Date||50%|
|9 Business Days or fewer prior to the Event Date||100%|
Acceptable use policy
PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE USING THE SITE
What's in these terms?
This acceptable use policy sets out the content standards that apply when you use our site, as well as the actions prohibited by Fresh Egg to users of its hosting and email services (Services), or interact with our site in any other way.
Who we are and how to contact us
www.banelephantblanc.com is a site operated by Fresh Egg Ltd (“We” or “Fresh Egg”). We are registered in England and wales under company number 3950929 and have our registered office and main trading office at 1-13 Buckingham Road, Worthing, West Sussex, BN11 1TH.
To contact us, please email email@example.com.
We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated on 30 May 2019.
You may use our site only for lawful purposes. You may not use our site:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- For the purpose of harming or attempting to harm minors in any way.
- To bully, insult, intimidate or humiliate any person.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards, found below.
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
- To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
- Not to reproduce, duplicate, copy or re-sell any part of our site.
- Not to access without authority, interfere with, damage or disrupt:
- any part of our site;
- any equipment or network on which our site is stored;
- any software used in the provision of our site; or
- any equipment or network or software owned or used by any third party.
These content standards apply to any and all material which you contribute to our site (Contribution), and to any interactive services associated with it.
The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.
Fresh Egg will determine, in its discretion, whether a Contribution breaches the Content Standards.
A Contribution must:
- Be accurate (where it states facts).
- Be genuinely held (where it states opinions).
- Comply with the law applicable in England and Wales and in any country from which it is posted.
A Contribution must not:
- Be defamatory of any person.
- Be obscene, offensive, hateful or inflammatory.
- Bully, insult, intimidate or humiliate.
- Promote sexually explicit material.
- Promote violence.
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any copyright, database right or trade mark of any other person.
- Be likely to deceive any person.
- Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
- Promote any illegal activity.
- Be in contempt of court.
- Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
- Be likely to harass, upset, embarrass, alarm or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person.
- Give the impression that the Contribution emanates from Fresh Egg, if this is not the case.
- Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
- Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
- Contain any advertising or promote any services or web links to other sites.
Breach of this policy
When we consider that a breach of this acceptable use policy has occurred, we may take such action as we deem appropriate.
Failure to comply with this acceptable use policy constitutes a material breach of the terms upon which you are permitted to use our site, and may result in our taking all or any of the following actions:
- Immediate, temporary or permanent withdrawal of your right to use our site.
- Immediate, temporary or permanent removal of any Contribution uploaded by you to our site.
- Issue of a warning to you.
- Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- Further legal action against you.
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
We exclude our liability for all action we may take in response to breaches of this acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
Which country's laws apply to any disputes?
If you are a consumer, please note that the terms of this policy, its subject matter and its formation are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
If you are a business, the terms of this policy, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
1. Guidelines & standards
Fresh Egg is committed to providing a website that is accessible to the widest possible audience, regardless of technology or ability. We are actively working to increase the accessibility and usability of our website and in doing so adhere to many of the available standards and guidelines.
This website endeavours to conform to level Double-A of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines 2.0.
These guidelines explain how to make web content more accessible for people with disabilities. Conformance with these guidelines will help make the web more user friendly for all people.
This site has been built using code compliant with W3C standards for HTML and CSS. The site displays correctly in current browsers and using standards compliant HTML/CSS code means any future browsers will also display it correctly.
Whilst Fresh Egg strive to adhere to the accepted guidelines and standards for accessibility and usability, it is not always possible to do so in all areas of the website.
2. Contact us
We are continually seeking out solutions that will bring all areas of the site up to the same level of overall web accessibility. In the meantime should you experience any difficulty in accessing the Fresh Egg website, please do not hesitate to contact us.