FruPro - App Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS APP

1. INTRODUCTION 

The FruPro app (“App”) and the FruPro marketplace (“Platform”) (made available via the App) is owned and operated by FruPro Limited, a company registered with company number 12142605 and whose registered address is at 34-36, of Church Street, Tewkesbury, England, GL20 5SN, with VAT registration number of GB332353430 (“FruPro”, “we”, “us”, “our”). “You” and “your” means you as the user of our App and/or Platform.

The use of the App and Platform is subject to the terms and conditions set out below.

BY USING OUR APP AND THE PLATFORM, YOU CONFIRM THAT YOU: (1) ARE OVER THE AGE OF 18; (2) ACCEPT THESE TERMS AND CONDITIONS; AND (3) AGREE TO COMPLY WITH THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT USE OUR APP OR THE PLATFORM.

2. ABOUT FRUPRO

FruPro provides the Platform which allows users to offer, sell and buy produce in a variety of pricing formats and locations, connecting buyers and sellers on one platform (“Services”). FruPro does not have possession of anything listed or sold through our Platform and is not involved in the actual transaction between buyers and sellers. The contract for the sale is directly between buyer and seller. FruPro is not a party to the transaction and is not a traditional auctioneer.

While we may provide pricing, delivery costs, listing and other guidance on our Platform and as part of our Services, such guidance is solely informational, and you may decide to follow it or not at your own risk. FruPro does not review users’ listings or content. While we may help facilitate the resolution of disputes, FruPro has no control over, and does not guarantee the existence, quality, safety or legality of items advertised; the truth or accuracy of users’ content, listings or feedback; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.

Contact us

Contact FruPro at [https://frupro.com/contact/].

3.  OTHER TERMS

     These terms and conditions refer to our Privacy Policy [Privacy and Cookies Policy – FruPro – 21st March 2022].

4.       OUR OBLIGATIONS

4.1.     Subject to you entering into these terms and conditions with us, paying the fees to us in accordance with clause 7 and complying with these terms and conditions, we hereby grant to you a non-exclusive, non-transferable right, to permit your personnel to access the Platform and the Services during the Term solely for the purpose of your business operations.

4.2.     We undertake that our services in providing access to the Platform will be performed with reasonable skill and care.

4.3.     The undertaking above does not apply to the extent of any non-conformance which is caused by use of our Services, App and/or Platform contrary to our instructions, or modification or alteration of the Services/Platform by any party other than us or our duly authorised contractors or agents. If the Platform does not conform, we will, at our expense, use reasonable efforts to correct any non-conformance, or provide you with an alternative means of accomplishing the performance. Such correction constitutes your sole remedy for any breach of the above.

4.4.     We do not warrant or represent that:

4.4.1.     your use of the Platform, App and/or our Services will be uninterrupted or error-free;

4.4.2.     the Platform, App and/or our Services or the information obtained by you through the same will meet your requirements;

4.4.3.     the content provided through the Services will always be available, accurate, complete and up-to-date; or

4.4.4.     the Platform, App and/or our Services will be free from viruses.

4.5.     We are not responsible for any delays, delivery failures, or any other loss or damage.

4.6.     These terms do not prevent us from entering into agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms and conditions.

4.7.     We warrant that we have and will maintain all licences, consents, and permissions necessary for the performance of our obligations.

4.8.     We shall in our sole discretion, place the relevant materials as we think fit, including but not limited to your business name, logo, and listing information, as provided by you (whether directly or provided through the Platform itself) (“User Materials”) onto the Platform.

5.     YOUR OBLIGATIONS AND USE OF THE APP AND PLATFORM

5.1.   In connection with your use of the App, Platform and/or Services, you undertake that will not access, store, distribute or transmit any viruses, or any material during the course of your use of the Services that:

5.1.1.     is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or otherwise inappropriate;

5.1.2.     facilitates illegal activity;

5.1.3.     depicts sexually explicit images;

5.1.4.     promotes unlawful violence;

5.1.5.     is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

5.1.6.     is otherwise illegal or causes damage or injury to any person or property.

5.2.   You warrant that all information, including but not limited to the data inputted by you, your personnel, or us on your behalf for the purpose of using the Services or facilitating your use of the Services and/or Platform or information provided by you for display on the Platform (“User Data”) is accurate, complete, up to date and not misleading in any way, and you warrant that the User Materials and User Data do not infringe any third party intellectual property rights and comply with all applicable laws, and you agree that we shall have no responsibility or liability in respect of this.

5.3.   You undertake to keep a secure password for your use of the App, Platform and/or Services and shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform, App and/or Services and, in the event of any such unauthorised access or use, promptly notify us.

5.4.   You shall not use the App, Platform and/or Services to distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes or use the contact information of other users for any purpose other than in relation to your use of the Platform, App and/or Services. For the avoidance of doubt, this includes using this information to send marketing materials directly to other users unless the user has given explicit consent to receiving these materials.

5.5.   You shall comply with the Listing Conditions set out at clause 9

5.6.   You shall not:

5.6.1.   except as may be allowed by any applicable law which is incapable of exclusion by agreement between you and us and except to the extent expressly permitted under these terms and conditions:

5.6.1.1.   attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the App and/or Platform in any form or media or by any means; or

5.6.1.2.   attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the App and/or Platform;

5.6.2.   access all or any part of the Services, App and/or Platform in order to build a product or service which competes with the Services and/or Platform;

5.6.3.   use the Services, App and/or Platform to provide services to third parties;

5.6.4.   license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform, App and/or Services available to any third party;

5.6.5.   attempt to obtain, or assist third parties in obtaining, access to the Services and/or App or Platform; or

5.6.6.   introduce or permit the introduction of, any virus into our network and information systems.

5.7.   You shall provide us with all necessary co-operation in relation to these terms and conditions and all necessary access to such information (including User Data and User Materials) as may be required by us in order to provide the Services.

5.8.   You shall:

5.8.1.   without affecting your other obligations under these terms and conditions, comply with all applicable laws and regulations with respect to your activities under these terms and conditions;

5.8.2.   carry out all other responsibilities set out in these terms and conditions in a timely and efficient manner;

5.8.3.   ensure that you use the Platform, Services and the Documentation in accordance with these terms and conditions and shall be responsible for any of your personnel’s breach of these terms and conditions; and

5.8.4.   obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under these terms and conditions, including without limitation the Services.

5.9.   All contact between you and other users on the Platform in connection with any sale and/or negotiation facilitated by FruPro must be through the Platform and under no circumstances shall you liaise directly with other users in relation to any sale and/or negotiation facilitated by FruPro outside of the Platform, unless approved by us.

5.10.   You shall provide us with:

   5.10.1.   confirmation of UK incorporation and your company registration number;

   5.10.2.   proof of place of business (utility bill or similar);

   5.10.3.   names and identification documents of ultimate beneficial owners holding 25% or more (waived for stock exchange listed companies);

   5.10.4.   confirmation that you have appropriate industry-standard KYC/AML processes in place for the end users and you warrant and represent that you have the same;

and, you shall indemnify us for any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with this clause 5.10.

5.11.   We reserve the right, without liability or prejudice to our other rights to you, to disable your access to the App, Platform and/or Services immediately in the event that you breach this clause 5, or where your account becomes compromised and we shall not be responsible for any losses arising out of or in connection with any such suspension.

6.     APP STORE PROVIDER TERMS

6.1.   Your use of the App under these terms and conditions is also subject to any terms, rules or policies of any app store provider and/or operator (“App Store Provider”) from whom you have downloaded the App (“App Store Terms”). In the event of any conflict between these Terms and any App Store Terms, the App Store Terms will prevail. You and we acknowledge and agree that, if you have downloaded this app from the Apple AppStore, Apple, and Apple’s subsidiaries, are third party beneficiaries under these Terms and Apple will have the right to enforce these Terms against you directly.

6.2.   In the event of any failure of the App to conform to any applicable warranty, you may notify the App Store Provider, and the App Store Provider will refund the purchase price for the App to you; and that, to the maximum extent permitted by applicable law, the App Store Provider will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility.

6.3.   You acknowledge that we (and not any third party App Store Provider, including without limitation Apple) are responsible for addressing any claims from you or any third party relating to the App or your possession and/or use of that App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.

6.4.   In the event that anyone brings a claim that the App or any part of it, or your possession and/or use, infringes a third party’s intellectual property rights, we (and not any third party App Store Provider, including without limitation Apple) shall be responsible for the investigation, defence, settlement and discharge of any such claim.

6.5.   You promise to us that (a) you are authorised to agree to these terms and conditions, (b) you are not located in a country subject to a United States government embargo, nor are you located in a country that has been designated by the United States government as a “terrorist supporting” country, (c) you are not listed on any United States government list or prohibited or restricted parties, (d) any information submitted by you shall be at your own risk, and (e) you will not disclose nor allow to be disclosed by any means any confidential information belonging to us that you become aware of.

7.      INTELLECTUAL PROPERTY AND INDEMNITIES

 7.1.   You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and Platform. Except as expressly stated herein, these terms and conditions do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Platform.

7.2.   We confirm that we have all the rights in relation to the Services and Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, these terms and conditions.

7.3.   You hereby grant us a royalty-free, worldwide and non-exclusive right to use the User Materials for the purposes of providing you our Services in accordance with these terms and conditions and for internal and external marketing and promotional material (including without limitation by naming you on our App or the Platform and in our marketing materials).

7.4.   You shall defend and indemnify us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Platform and we shall:

7.4.1.   give you notice of any such claim;

7.4.2.   provide reasonable co-operation to you in the defence and settlement of such claim at your expense; and

7.4.3.   give you sole authority to defend or settle the claim.

7.5.   We shall defend you, your officers, directors and employees against any claim that your use of the Platform in accordance with these terms and conditions infringes any United Kingdom patent, copyright, trade mark or database right and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

7.5.1.   we are given prompt notice of any such claim;

7.5.2.   you do not make any admission, or otherwise attempt to compromise or settle the claim and provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and

7.5.3.   we are given sole authority to defend or settle the claim.

7.6.   In the defence or settlement of any claim, we may procure the right for you to continue using the Platform, replace or modify the Platform so that it becomes non-infringing or, if such remedies are not reasonably available, terminate these terms and conditions on 5 Business Days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.

7.7.   In no event shall we, our employees, agents or sub-contractors be liable to you to the extent that the alleged infringement is based on:

7.7.1.   a modification of the Platform by anyone other than us; or

7.7.2.   your use of the Platform in a manner contrary to the instructions given to you by us; or

7.7.3.   your use of the Platform after notice of the alleged or actual infringement from us or any appropriate authority.

7.8.   Clauses 7.5, 7.6, 7.7 and 13.3 state your sole and exclusive rights and remedies, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

7.9.   The name “FruPro” and other FruPro marks, logos, designs and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of FruPro in the UK and other countries. You may not use such marks unless expressly authorised by FruPro in writing.

7.10.   FruPro shall in no event hold the title to a product. The transfer of the title to a product shall be subject to any seller terms and conditions in accordance with clause 9.1.2 below.

8.      FEES

Buyer fees

8.1.  The price of the product (including VAT, if applicable) will be the price indicated on the order pages when you place your order on the Platform (“Price”). Prices are set by the seller and FruPro is not responsible for this.

8.2.  Payment must be made directly to the seller and can be made by the means specified on the invoice you (as buyer) will be sent via the Platform after an order has been placed. Payment must be made once an agreement has been reached.

8.3.  FruPro shall not be liable in the event that payment is not received by you (as seller) from a buyer.

Seller fees

8.4.  FruPro shall charge a service fee from the total Price of a transaction (“Service Fee”) and will invoice you (as seller) for the Service Fee directly. FruPro will send you (as seller) a full invoice for all the Service Fee(s) incurred for the respective month at the end of each month (“Month End Invoice”). The Month End Invoice shall be payable within 10 (ten) days of issue. You can find the applicable Service Fee here.Please note that Service Fees are exclusive of VAT, however VAT will be added to the Month End Invoice, and you shall be solely responsible for paying any applicable VAT. FruPro reserves the right to change the Service Fee from time to time. The Service Fee shall be payable once an agreement has been reached irrespective of whether you receive payment from a buyer.

8.5.  If you do not make payment of the Service Fee to FruPro by the due date stated on the relevant invoice, FruPro may charge interest to you on the overdue amount at the rate of 2% a year above the base rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of any overdue amount, whether before or after a judgment. You must pay us interest together with any overdue amount. 

8.6.  If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until this dispute is resolved. Once the dispute is resolved, you must pay the correctly invoiced sums due within 10 (ten) days of the date the dispute was resolved. If payment remains outstanding after such 10 (ten) day period, we will charge you interest on the correctly invoiced sums in accordance with Clause 8.5 above.   

9.     LISTING CONDITIONS   

9.1.   When listing an item, you (as seller) agree to the following:

9.1.1.   you are responsible for the accuracy, content and legality of the item listed;

9.1.2.   you are responsible for listing any applicable terms and conditions to the sale of the item, which the buyer shall accept when making an offer to buy such item;

9.1.3.   your listing may not be immediately searchable by keyword or category for up to 24 hours and FruPro does not guarantee exact listing durations;

9.1.4.   unless otherwise specified by law, you are responsible for all taxes (including but not limited to the tax amount itself, as well as any penalties, fines, charges, or late payment interest) related to your sales on the App and Platform. To the extent possible under English law, you shall pay to us as a debt on demand all costs incurred by us, including but not limited to tax, penalties and interest, levied by any competent tax authority due to your failure to provide a valid VAT registration number and/or your failure to pay any such taxes, penalties or interest;

9.1.5.   we reserve the right to amend, modify or delete at our sole discretion any content displayed on the Platform (including, but not limited to, where there is a mistake in the content displayed on the Platform);

9.1.6.   we shall exercise control over the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:

(c)   buyers’ location, search query, browsing site and history;

(d)   item’s location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;

(e)   seller’s history, including listing practices; and

(f)   number of listings matching the buyer’s query;

9.1.7.   to drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer;

9.1.8.   some advanced listing upgrades may only be visible on certain of our services;

9.1.9.   listing upgrades may be paid-for benefits that can affect the appearance or placement of listings in the search and browse results;

9.1.10.   meta-tags and URL links that are included in a listing will be removed or altered so as to not affect third party search engine results;

9.1.11.   we may provide you with optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results will vary for individual listings. For the avoidance of doubt, FruPro will never share private information, negotiation details or one to one dealings;

9.1.12.   FruPro advertises the Services and provides other FruPro companies and third parties with access to your listings and content for this purpose. This includes, for example, the display of listings and content of users on price comparison sites or third party advertising placements;

9.1.13.   FruPro may make additional services available to buyers such as warranty extensions and other insurance or logistic services. You are permitted to offer your own additional services (such as guarantees or logistic services) if you do so in accordance with these terms and conditions and applicable laws. You are responsible for determining whether your additional services are compatible with any comparable additional services offered by FruPro or by any FruPro partners.

10.  BUYING CONDITIONS

When making an offer on an item, you (as buyer) agree to any terms and conditions listed by the seller in respect of that item.

11.  DATA PROTECTION

For information on how we process personal data, please see our Privacy Policy [Privacy and Cookies Policy – FruPro – 21st March 2022].

12.    LINKS

The FruPro Platform may include links to third party applications or websites or services that are not owned or controlled by FruPro. We have no control over, and assume no responsibility for the content and practices of any third-party sites. Access and use of those linked applications and/or sites and their content is at your own risk. These terms and conditions do not govern your use of any site or service other than the App and Platform. You should review applicable terms and policies of any linked site.

13.   LIABILITY

13.1. Except as expressly and specifically provided in these terms and conditions:

13.1.1.   you assume sole responsibility for, and we will not be liable to you for, any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

13.1.1.1.   use of, or inability to use, our App, Platform or Services;

13.1.1.2.   use of or reliance on any content (including content uploaded/provided by users and User Materials) displayed on our App and Platform; and

13.1.1.3.   errors or omissions in any information provided to us by yourself or our other users in connection with the Platform and Services, or any actions taken by us at your direction;

13.1.2.   all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms and conditions; and

13.1.3.   the Platform and the Services are provided to you on an “as is” basis.

13.2.   Nothing in these terms and conditions excludes our liability:

13.2.1.   for death or personal injury caused by our negligence; or

13.2.2.   for fraud or fraudulent misrepresentation.

13.3.   Subject to clause 1 and 13.2 above:

13.3.1.   we will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business (including without limitation as a result of any dissatisfaction of users and/or user related conduct in respect of the Services and/or Platform), depletion of goodwill and/or similar losses or loss or corruption of data or information, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms and conditions; and

13.3.2.   subject to clause 3.1, our total aggregate liability in contract (including in respect of the indemnity at clause 7.5), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these terms and conditions shall be limited to the higher of: (i) the total amount of the Service Fee paid by you to us in accordance with these terms and conditions during the 13 months immediately preceding the date on which the claim arose; or (ii)£100.

14.     TERM AND TERMINATION

14.1.   These terms and conditions commence on the date you open your FruPro account and continue until terminated by you or us as stated in these terms and conditions (“Term”).

14.2.   You may terminate these terms and conditions calling or emailing our customer success team at [hello@frupro.com] to ask for your account to be closed. You acknowledge and agree that if you have any outstanding transactions, you must wait until these are complete before FruPro can deactivate your account. FruPro will let you know that your account has been deactivated and your data will be kept for one month. Should you decide to re-join FruPro in that month, you can reactivate your account by contacting us via our customer success team above and all your data will be linked to your reactivated account. If you do not decide to re-join FruPro within one (1) month, you will not be able to access your data again.

14.3.   We may terminate these terms and conditions and close your FruPro account at any time for any reason by providing you with at least 1 months’ advance notice.

14.4.   We may also immediately suspend your FruPro account or terminate these terms and conditions on written notice to you in the event:

14.4.1.   you use the Services in a prohibited manner or otherwise do not comply with these terms and conditions;

14.4.2.   we are required to do so by any applicable law or regulatory authority;

14.4.3.   you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction,to the extent permitted by applicable law; or

14.4.4.   you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.

14.5.   On termination of these terms and conditions for any reason:

14.5.1.   all licences and rights granted under these terms and conditions shall immediately terminate and you shall immediately cease all use of the Services and Platform;

14.5.2.   each party shall return and make no further use of any documentation and other items (and all copies of them) belonging to the other party;

14.5.3.   we may anonymise and retain any data (in anonymised format only) relating to your transactions undertaken using the Services and Platform; and

14.5.4.   any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these terms and conditions which existed at or before the date of termination shall not be affected or prejudiced.

15.   PLATFORM AVAILABILITY 

We will use reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for where maintenance is to be carried out or where your access to the Platform has been suspended or restricted in accordance with these terms and conditions. Where we carry out maintenance work, we will notify you. We and you acknowledge that any App Store Provider from whom you download the App is not under any obligation to you to carry out any maintenance and/or support for the App itself.

16.   SUPPORT SERVICES

As part of the FruPro platform, we will provide you access to our online technical support documentation and our online web chat support service. Please see here  [https://frupro.com/help/] for more information on our ticketing system and how our support services work. The support services may be amended at our absolute discretion from time to time.

17.    NOTICES

You may give notice to FruPro, or otherwise contact FruPro by emailing info@frupro.com. FruPro may notify you via email, or registered mail to your current address on record, and it is your responsibility to keep your address and email up to date. Emails will be deemed proper notice.

18.     GENERAL

18.1.   Force Majeure. We have no liability to you under these terms and conditions if we are prevented from or delayed in performing our obligations under these terms and conditions, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications 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 or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

18.2.   Variation. We reserve the right to amend these terms and conditions from time to time. Any such amendments will be made available to you and will be effective from the date stated in such amendment.

18.3.   Waiver. No failure or delay by either Party to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall 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 shall prevent or restrict the further exercise of that or any other right or remedy.

18.4.   Rights and remedies. Except as expressly provided in these terms and conditions, the rights and remedies provided under these terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

18.5.   Severance. If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms and conditions. If any provision or part-provision of these terms and conditions is deemed deleted both Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.6.   Entire agreement. These terms and conditions constitute the entire agreement between you and us and supersedes and extinguishes all previous terms and conditions, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. Both Parties acknowledge that in entering into these terms and conditions we do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions. Both Parties agree that we shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and conditions. Nothing in these terms and conditions shall limit or exclude any liability for fraud.

18.7.   Assignment. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these terms and conditions. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these terms and conditions.

18.8.   No partnership or agency. Nothing in these terms and conditions is intended to or shall operate to create a partnership between you and us, or authorise either of us to act as agent for the other, and neither of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

18.9.   Third party rights. These terms and conditions do not confer any rights on any person or party (you and us, where applicable, both of our successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

19.     DISPUTES AND GOVERNING LAW AND JURISDICTION 

19.1.   If a dispute arises between you and FruPro, we strongly encourage you to first contact us directly to seek a resolution.

19.2.   These terms and conditions 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 the law of England and Wales. Each Party irrevocably agrees to the other that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or its subject matter or formation (including non-contractual disputes or claims).

LAST UPDATED [18] August 2022