1. These terms

1.1 What these terms cover. These are the terms and conditions on which you use “our product” which is our website and payment services as detailed in these terms, whether to: purchase digital gift vouchers from businesses for their products whether goods, services or digital content; use our website as a consumer including for listing, favouriting or gifting; use our website as a business including the sale of digital gift vouchers to consumers for your products whether goods, services or digital content; receive our payment services if you are a business; or provide any digital content (only if applicable).

1.2 Why you should read them. Please read these terms carefully before you use our website. These terms tell you who we are, what we do, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

1.3 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:

• • You are an individual.
  • You are using our website for your personal use (not for use in connection with your trade, business, craft or profession).

Provisions specific to consumers only are in blue and those specific to businesses only are in green.

1.4  If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your use of our website. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

2. Information about us and how to contact us

2.1 Who we are https://www.myndy.co.uk/ is a site operated by Noisegate Media Limited (“We”). We are registered in England and Wales under company number 06142227 and have our registered office at 3 Pegasus House Pegasus Court, Tachbrook Park, Warwick, England, CV34 6LW. Our main trading addresses are: Web Office: Clarence House, Clarence Street, Leamington Spa, Warwickshire, CV31 2AD and The Studio: Unit 19 Rigby Close, Heathcote Ind. Est., Warwick, Warwickshire, CV34 6TH. Our VAT number is GB 764911510.

2.2 How to contact us.  You can contact us, please use the contact details on our website.

2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you have provided to us.

2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3. Our contract with you

3.1 If you are a lister or gifter. A contract will come into existence between you and us concerning your use of our website when you use our website.

3.2 If you are a business selling digital gift vouchers through our website. A contract will come into existence between you and us concerning your use of our website when we confirm that your order to do so is accepted.

3.3 Use of our website. Our website is solely for the sale of digital gift vouchers by businesses in the UK. Unfortunately, we do not accept orders to do so from addresses outside the UK.

4. Providing digital gift vouchers

4.1 When we will deliver digital gift vouchers from businesses to gifters. During the order process we will let you know how and when we will deliver digital gift vouchers from businesses to you.

4.2 When gifters can gift digital gift vouchers to listers. Gifters can deliver digital gift vouchers to listers on receipt. When we deliver the digital gift voucher to you from the relevant business we will let you know how to do this.

4.3 We are not responsible for delays outside our control. If your use of our website or our delivery of digital gift vouchers from businesses to gifters is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.

4.4 When a gifter owns a digital gift voucher. You own a digital gift voucher once we have received payment in full on behalf of the relevant business.

4.5 What will happen if you do not give required information to us. We may need certain information from you so that you can fully use our website. If so, this will have been stated on our website. We will ask you for this information on our website. If you do not give us this information, or if you give us incomplete or incorrect information, we may either end the contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for any delay or for your inability to use our website in whole or in part if this is caused by you not giving us the information we need.

4.6 Businesses’ liabilities. The supply of and any liability arising from the supply of goods, services or digital content when a digital gift voucher is used is the sole responsibility of the relevant business and subject to the relevant business’s terms and conditions howsoever notified or made available by the relevant business, including but not limited to on the relevant business’s website.

4.7 Our liabilities. The supply of and any liability arising from the supply of goods, services or digital content when a digital gift voucher is used is not our responsibility.

5. Your rights to end the contract

5.1  Ending the contract because of something we have done or are going to do. If you are a business and ending a contract for a reason set out at (a) to (d) below the contract will end immediately. The reasons are:

(a) we have told you about an error in the price or description of your use of our website that you have ordered and you do not wish to proceed;

(b) there is a risk that your use of our website may be significantly delayed because of events outside our control;

(c) we have suspended our website in whole or part for technical reasons, or notify you we are going to so suspend for technical reasons, in each case for a period of more than 5 calendar days; or

(d) you have a legal right to end the contract because of something we have done wrong.

5.2  Ending the contract and deleting your lister, gifter or business account on our website. You can delete your account at any time.  If you have questions about any information that will be retained for legal reasons please contact us via the website.

6.  If there is a problem with our website or payment services

How to tell us about problems. If you have any questions or complaints about our website or payment services, please contact us using the contact form on our website.

7.  Price and payment

7.1  Where to find the price for a digital gift voucher. The price of a digital gift voucher will be the price indicated on our website. If we accept and process your order on behalf of the relevant business where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and cancel your digital gift voucher.

7.2  Where to find the price for using our website if you are a business. The price for using our website to sell digital gift vouchers will be the price indicated on our website.

7.3 When you must pay and how you must pay if you are a gifter. You must pay in accordance with the order process on our website and we shall receive your payment on behalf of the relevant business.

7.4 Payment services if you are a business. We shall deduct the relevant price for your use of our website from the amounts gifters pay for digital gift vouchers and we shall pay the balance to you weekly together with our receipted invoice and breakdown.

8. Our responsibility for loss or damage suffered by you if you are a lister or gifter

8.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

8.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to your use of our website including the right to receive digital gift vouchers which are: as described and match information we provided to you; of satisfactory quality; and delivered by us on behalf of businesses with reasonable skill and care.

8.3 When we are liable for damage caused by defective digital content. If defective digital content which we have delivered on behalf of a business damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow our instructions or to have in place the minimum system requirements advised by us.

8.4 We are not liable for business losses. If you are a lister or gifter we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 9.

9.  Our responsibility for loss or damage suffered by you if you are a business

9.1 Nothing in these terms shall limit or exclude our liability for:

(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) any matter in respect of which it would be unlawful for us to exclude or restrict liability.

9.2 Subject to clause 1:

(a) we shall not be liable to you, 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 any contract between us; and

(b) our total liability to you for all other losses arising under or in connection with any digital gift voucher, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the price paid by you for use of our website to sell that digital gift voucher.

10. How we may use your personal information

How we will use your personal information. We will only use your personal information as set out in our Privacy policy.

11. Other important terms

11.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.

11.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

11.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.

11.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

11.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

11.6 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

11.7 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.