We are Gardners Books Limited, a company registered in England with registration number 02010127 (“we”, “us” or “our”). Our registered office is at 1 Whittle Drive, Eastbourne, East Sussex BN23 6QH and our VAT number is GB444950437. We are the owners and operators of the website www.gardners.com (the “Site”) and an online platform made available via the Site, which allows Customers to search our stock, place orders, have orders delivered to their customers directly and manage the Customer’s accounts with us to deal, for example, with the return of Goods (as defined below) more efficiently (the “Service”).
The Customer and/or Authorised User can contact us by email at firstname.lastname@example.org.
These terms and conditions, together with any document referred to in them, set out all the terms of the agreement for accessing the Site and the Service (this “Agreement”). This Agreement is made between us and the person who indicates his or her acceptance of it or, if that person is acting on behalf of a company or other legal entity, between us and that company or other legal entity (the “Customer”).
By accessing or interacting with the Service or the Site, the Customer agrees to be bound by this Agreement and by any other terms expressly incorporated into it by reference.
We recommend that the Customer prints a copy of this Agreement for future reference.
1.1 In this Agreement:
“Authorised User” means those employees of the Customer who are authorised by the Customer to use the Service;
“Force Majeure Event” means any act or event preventing our performance of our obligations under this Agreement, which is beyond our reasonable control;
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Goods” means the books, DVDs, CDs, eBooks and any other goods as set out in the Service; and
“VAT” means value added tax imposed by the Value Added Tax Act 1995 and legislation and regulations supplemental thereto.
1.2 A reference to a statute or statutory provision is a reference to it 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.
1.3 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.
1.4 A reference to writing or written includes email, but excludes fax.
2.1 Our existing Customers will automatically have access to the Service and we will issue usernames and passwords to Authorised Users as set out below. All prospective Customers, who wish to have access to the Service, will need to download the account application form from the Site and send the completed form to us either by email to UKsales@gardners.com or Internationalsales@gardners.com or post at 1 Whittle Drive, Eastbourne, East Sussex BN23 6QH. If the Customer’s application is successful, we will create an account for the Customer
2.2 We will issue usernames and passwords to Authorised Users notified by the Customer to us. The Authorised User’s username and password are personal to the Authorised User. The Customer will, and will procure that the Authorised User will treat the password as confidential, keep it secure, and not share it with anyone else.
2.3 The Customer is solely responsible for any loss, damage or claim that we, it, or the Authorised User may incur as a result of its or the Authorised User’s failure to keep his or her password secure. If the Customer knows, or has reason to believe that the Authorised User’s password has been compromised, the Customer must tell us immediately. We also recommend that the password is changed immediately via the “user manager” feature.
2.4 The Authorised User’s and/or the Customer’s continued access to the Service is dependent upon compliance with the terms of this Agreement. We have the right to suspend access to the Service in the circumstances set out in clause 10 and/or to terminate this Agreement entirely in the circumstances set out in clause 11.
2.5 We are providing the Service free of charge and on an “as is” basis. The Customer acknowledges that we provide the Service for the Customer’s convenience only and that we have no obligations to provide or ensure the availability of the Service. All implied warranties, representations and conditions are excluded to the fullest extent permitted by law.
2.6 The Customer is responsible for ensuring that its systems, and those of its Authorised Users, are functional, able to access the Internet, and meet the system requirements for access to the Service as published on the Site from time to time.
Our standard terms and conditions of sale in force from time to time, which can be found here, or such other written agreement of trading terms as we may have entered into with the Customer shall apply to all purchases of Goods by the Customer from us under this Agreement. If there is any inconsistency between our standard terms and conditions of sale (or such other written agreement with the Customer) and the terms of this Agreement, this Agreement shall prevail.
We grant to the Customer for the benefit of the Customer and/or Authorised User a royalty free, non-exclusive, non-transferable, revocable, worldwide licence to use our Intellectual Property Rights in the Service and the Site solely to the extent necessary to allow the Customer and/or Authorised User to participate in the Service.
6.1 Terms defined in the Data Protection Act 1998 have the same meanings when used in this clause 6.
6.2 Each party shall comply with any data protection laws applicable to this Agreement.
6.4 As part of the Service, the Customer and/or the Authorised User may be submitting personal data of the Customer’s customers to the Site. Each party agrees that the personal data submitted may only be used to carry out our or the Customer’s obligations under this Agreement. In particular, the Customer will not use the Service or any personal data stored in it as a general customer database or marketing tool, or for any purpose other than placing orders with us for Goods, arranging fulfilment of those orders and administering its account with us.
6.5 Where we, or a sub-contractor of ours, processes personal data (as a data processor) on the Customer’s behalf (as data controller) in connection with this Agreement:
6.5.1 we shall, or shall ensure that our sub-contractor shall:
22.214.171.124 take appropriate technical and organisational measures to protect those data against unauthorised or unlawful processing and accidental loss, destruction or damage;
126.96.36.199 ensure that, having regard to the state of technological development and their cost of implementation, those measures ensure a level of security appropriate to (1) the harm that might result from such processing, loss, destruction or damage; and (2) the nature of the data;
188.8.131.52 not process those data, and in particular (but without limitation) not disclose them to any person (other than a permitted subcontractor) or transfer them outside the European Economic Area, except on the instructions of the Customer or as required by law or regulation;
184.108.40.206 promptly inform the Customer if we receive a request or notice from a data subject seeking to exercising his or her rights under the Data Protection Act 1998 in respect of those data, and (at the Customer’s cost) comply with the Customer’s reasonable instructions with respect to that request or notice; and
6.5.2 the Customer:
220.127.116.11 instructs us to take such steps in the processing of personal data on its behalf as we reasonably consider necessary to the performance of our obligations under this Agreement;
18.104.22.168 irrevocably authorises us to give equivalent instructions to any sub-contractor on the Customer’s behalf;
22.214.171.124 warrants that, to the extent relevant, it is and will remain entitled to give the instruction and authorisation in clauses 126.96.36.199 and 188.8.131.52 on behalf of its affiliates; and
6.5.3 we shall ensure that any sub-contractor to which we delegate the processing of personal data on behalf of the Customer is bound by a written agreement imposing on the sub-contractor obligations equivalent to those set out in clause 6.5.1.
7.1 Neither party will (and the Customer will procure that no Authorised User will), at any time disclose to any person any information which is marked confidential, which the other party knows is confidential, or which is of its nature confidential, except as permitted by clause 7.2.
7.2 Either party may disclose the other party’s confidential information:
7.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement and shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 7.2; and
7.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3 Neither party will, and, if the Customer, will procure that the Authorised User does not, use the other party’s confidential information for any purpose other than to exercise that party’s rights and perform its obligations under or in connection with this Agreement.
8.1 Nothing in this Agreement excludes our liability for fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded under English law.
8.2 Subject to clause 8.1, we will not be liable to a Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, loss of sales or business, loss of agreements or contracts, account of our profits, increased costs, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of software, data or information, or for any indirect or consequential loss arising under or in connection with this Agreement.
8.3 Subject to clauses 8.1 and 8.2, our maximum total liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with this Agreement shall be limited to the purchase price of the relevant Goods giving rise to such liability.
We will not be liable for any failure to perform our obligations under this Agreement which is caused by any Force Majeure Event. We will inform the Customer as soon as reasonably practicable of the occurrence of a Force Majeure Event and will use reasonable endeavours to perform our obligations to the Customer notwithstanding that Force Majeure Event.
10.1 We reserve the right to suspend access to the Service if the Customer or the Authorised User breaches any provision of this Agreement, or to protect the integrity of the Service or to safeguard our reasonable interests or those of our other customers.
10.2 If we suspend access to the Service, we may, depending on the reason for the suspension, give the Customer a reasonable opportunity to rectify the circumstances giving rise to the suspension, or to provide us with assurances and evidence that the Customer has taken sufficient steps to prevent those circumstances recurring, in which case, provided that the Customer does so to our satisfaction, we will reinstate access to the Service as soon as reasonably practicable.
11.1 This Agreement terminates automatically if the Customer’s overarching contractual relationship with us is terminated for by either party for any reason.
11.2 On termination of this Agreement:
11.2.1 we will immediately cancel the Customer’s and/or Authorised User’s account; and
11.2.2 we are entitled to cancel any orders for Goods submitted to us using the Service which have not yet been delivered.
12.1 Notice. A notice under or in connection with this Agreement shall be in writing and delivered personally or sent by first class post or by email to the address set out in this clause. The address referred to in this clause 12.1 is:
12.1.1 in the case of notices to the Customer, the postal address or email address (as applicable) provided to us by the Customer when the Customer registered for access to the Service in accordance with clause 2, as updated from time to time through the Service; and
12.1.2 in the case of notices to us, to the postal address or email address (as applicable) as set out at the top of these terms and conditions, or such updated postal address or email address as we may specify from time to time in writing.
12.2 Entire Agreement. This Agreement (including its schedules) constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not make and does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) (each, a “Representation”) that is not set out in this Agreement. Each party agrees that the only rights and remedies available arising out of or in connection with a Representation will be for breach of the Agreement. Nothing in this clause will limit or exclude any liability for fraud.
12.3 Assignment and Other Dealings. This Agreement is personal to the Customer and the Customer may not assign, transfer, mortgage, charge, subcontract or declare a trust over or deal in any other manner with any of the Customer’s rights and/or obligations under this Agreement. We may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of our rights and/or obligations under this Agreement, provided that we give the Customer prior written notice of our intention to do so.
12.4 Third Party Rights. Except as otherwise provided in this Agreement, nothing in this Agreement confers any rights on any person not a party to it.
12.5 Amendments. We may from time to time revise the terms on which we provide the Service and make the Site available to the Customer. If the Authorised User continues to access the Service after the expiry of that notice, the Customer will be deemed to have accepted such revisions.
12.6 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
12.7 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of this Agreement.
12.8 Governing Law. This Agreement and all matters arising from or connected with it are governed by English law.
12.9 Jurisdiction. Any dispute between the Customer and us arising out of or in connection with this Agreement, including disputes relating to non-contractual obligations, will be subject to the exclusive jurisdiction of the English courts.