moo.com (the Site) is a website operated by Moo Print Limited, a company registered in England & Wales with company number 05121723) whose registered office is at LABS Triangle, Stables Market, Chalk Farm Road, London, England, NW1 8AB (MOO). These MOO terms and conditions (MOO Terms) apply to all use of the Site (unless you select the United States and Canada versions of the Site, in which case the terms and conditions displayed there will apply). To contact MOO, please see the ‘Contact Us’ section on the Site. MOO sells its print and merchandise products (MOO Products) via the Site to businesses (Business). You may also use the Site to buy MOO Products for your own personal use (Consumer). Some clauses only apply to either Businesses or Consumers – where this is the case, it is clearly stated.
There may be additional terms and conditions which apply, for example if you buy or use a gift card, if MOO runs a promotion or a referral programme. If so, MOO will refer you to the relevant terms at the time.
If you are a customer with one of our Business Services subscription packages (e.g. Business Boost and Business Advanced), then your use of our business-to-business sales platform (our Business Platform) and ordering of MOO Products, via the Business Platform or otherwise, is subject to the separate agreement between you and MOO, and not these MOO Terms.
These MOO Terms have been prepared in English. They may be translated into a different language depending on which version of the Site you access. In the case of any conflict between the English version of these MOO Terms and any translation, the English version will take precedence. Please see clause 23 for a list of definitions.
ACCEPTING & COMPLYING WITH THESE MOO TERMS
If you are using the Site or ordering the MOO Products on behalf of your employer or any other person, you warrant and represent that you have the full right, power and authority to accept these MOO Terms on their behalf and to bind them to the MOO Terms.
Each Party warrants and represents that it holds all necessary licences, consents, and permissions necessary for it and its Representatives to perform their obligations under these MOO Terms.
DESCRIPTIONS & IMAGES OF THE MOO PRODUCTS
The MOO Products you Order will be materially as described and pictured in your Design. Please keep in mind that different monitors and screens display colours differently and MOO cannot guarantee that your computer's display of the colours accurately reflects the colour of the MOO Products. The colour of your MOO Products may vary slightly from those images.
The MOO Products you Order may differ to the descriptions or images of the MOO Products on the Site, or any other advertising by MOO. For example, you may have changed the colour or added a logo to your Design.
Final dimensions and layout of print products indicated on the Site or in a Design may vary by small amounts, and so your MOO Products may differ slightly from those images.
ORDERING MOO PRODUCTS
Before you create your Design, it may be helpful for you to review the Design guidelines in MOO’s Help Center.
Once you have selected the MOO Products (and created/chosen the Design, if applicable) on the Site, you can request to order the MOO Products by following the onscreen prompts to add them to your online shopping basket (Online Basket).
Your Online Basket will show the type and quantity of MOO Products you are requesting, along with the Delivery Information. You can check and amend any errors in the Online Basket before submitting it.
By submitting your Online Basket, you are making a request to order the MOO Products shown in your Online Basket. MOO will send you an acknowledgement email shortly after you submit your order.
The advertising of the MOO Products on the Site does not oblige MOO to accept your order. MOO may reject any order without giving a reason, including without limitation if it would breach these MOO Terms.
MOO’s acceptance of your order for the MOO Products takes place only when MOO sends an order confirmation email containing an order number (Order Confirmation).
If MOO cannot supply you with the MOO Products for any reason, MOO will inform you of this and will not process your order. If you have already paid for the Order, MOO will promptly discuss substitute options. If MOO provides you with substitute MOO Products, you will be refunded any difference in cost. If no substitution is agreed, MOO will refund you the full amount charged, including any Shipping Charges.
Each Order will be a part of these MOO Terms and will not form a separate contract to it.
If you have any questions or issues with your Order, you should contact MOO using the details in the ‘Contact Us’ section on the Site.
To place an order on the Site, you must create an Account by using your email address and choosing a password (Account Login). You must treat your Account Login as confidential and not disclose it to any third party. If you know or suspect someone other than you knows your Account Login, you must promptly notify us using the details in the ‘Contact Us’ section on the Site.
MOO has the right to disable your Account Login or terminate your Account at any time for any reason, including without limitation if it believes you have failed to comply with any of the provisions of these MOO Terms.
You are responsible for anything that happens under your Account, including any Orders placed through the Account.
PRICE OF MOO PRODUCTS & SHIPPING CHARGES
MOO’s Standard Prices are set out on the Site.
The Standard Prices do not include the Shipping Charges, which are advised to you during the check-out process, before you submit your order.
Prices and fees shown on the Site are exclusive of Sales Tax, except in some locations where we display both VAT inclusive and exclusive prices. All fees and prices are exclusive of Sales Tax, which will be applied to the prices in accordance with Applicable Law. You can check this using our Cost Calculator, or at checkout.
For Sales Tax purposes: (a) if you Order MOO Products for delivery in the United Kingdom, MOO will be the supplier with VAT number GB 843 919 791; and (b) if you Order MOO Products for delivery in the European Union, MOO will be the supplier with VAT number NL826972469B01.
The total amount payable by you for the MOO Products and the Shipping Charges will be set out in your Online Basket at the time you submit your order.
MOO uses its reasonable endeavours to ensure that the Standard Prices are correct at the time when the relevant information was entered onto the system. However, MOO sells a large number of products through the Site. Despite MOO’s efforts, some of the MOO Products on the Site may be incorrectly priced. If MOO discovers an error in the price of the MOO Products in an Order, MOO will contact you to inform you of this error and give you the option of continuing to purchase the MOO Products at the correct price or cancelling the Order. MOO will not process the Order until it has your instructions. If MOO is unable to contact you using the contact details provided by you during the order process, MOO will treat the Order as cancelled, notify you in writing and refund any sums already paid by you for the MOO Products.
PAYMENT FOR THE MOO PRODUCTS
You can pay for the MOO Products and applicable Shipping Charges by any accepted method at the time of Ordering.
If you are a Business
You must pay all amounts due to MOO under these MOO Terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
DELIVERY AND OWNERSHIP
The MOO Products will be sent by regular post, unless you have selected a faster delivery option in your Order and this is stated in the Order Confirmation. Depending on the delivery option you confirm, MOO will provide you with estimated delivery dates for delivery of the MOO Products.
MOO will endeavour to deliver the Order within the estimated dates. However, any estimated delivery date or times provided to you or on the Site are approximate only.
MOO aims to ship complete Orders in their entirety. However, where MOO deems it appropriate, it may split the Order into multiple shipments.
You must provide MOO with your Delivery Information when you Order. MOO will deliver the MOO Products to the address in the Delivery Information. MOO only accepts one delivery address. If your specified address is not recognised in the shipping carrier's system, MOO reserves the right to alter the delivery address to the closest match recognised by the carrier.
Delivery is complete once the MOO Products have been delivered to the address in the Delivery Information and the MOO Products will be owned by you (and you will be responsible for them) from that time.
If you don’t allow MOO to deliver the MOO Products to you, within a reasonable time after MOO notifies you that they are ready for delivery, then: (a) if they are non-Bespoke MOO Products, MOO will treat your Order as cancelled and refund you the price of those MOO Products; or (b) if they are Bespoke MOO Products (i) MOO will treat the MOO Products as delivered and store them until actual delivery can take place, and (ii) if after 10 Business Days after MOO notifies you that the MOO Products were ready for delivery, you have not accepted actual delivery of them, MOO may dispose of part or all of the MOO Products and will not refund you for the price of those MOO Products.
If you are a Business
Time for delivery is not of the essence. MOO will not be liable for any Losses incurred by you arising out of or in connection with any delay in delivery howsoever caused.
There may be restrictions on some MOO Products for certain delivery destinations. MOO may, in its discretion, reject an Order based on its delivery location.
If you Order MOO Products from the Site for delivery to a delivery destination outside of the UK, your Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that MOO has no control over these charges nor can MOO predict their amount.
You will be responsible for payment of any such import duties and taxes.
You must comply with all Applicable Laws of the country for which the MOO Products are destined. MOO will not be liable or responsible if you break any such law.
CHANGING YOUR MIND ABOUT AN ORDER
Subject to limited exceptions (for example, unbranded water bottles or notebooks), the MOO Products are Bespoke MOO Products.
If you are a Business; or if you are a Consumer with Bespoke MOO Products
If you are a Consumer, your cancellation rights in relation to Bespoke MOO Products are different to in respect of non-Bespoke MOO Products because MOO would be unable to resell Bespoke MOO Products that you no longer want or need. This doesn’t affect your rights if there is something wrong with the Bespoke MOO Products (see clause 10).
You may cancel or change part or whole of an Order and receive a refund only if you successfully notify MOO of your cancellation request before MOO has taken steps to begin to manufacture or deliver that part of the Order. For example, you may not cancel or change print MOO Products which MOO has already started printing.
If you are a Consumer with non-Bespoke MOO Products
In respect of non-Bespoke MOO Products, you have a legal right to change your mind about them and receive a refund of what you paid for them, including the Delivery Costs.
If you change your mind about a non-Bespoke MOO Product, you must let MOO know no later than 14 days after the day MOO delivers your Order. To let MOO know you would like to change your mind, please contact MOO’s Customer Service team (who can be contacted using the details in the ‘Contact Us’ section on the Site). If you are in the UK or EU, they can (if you prefer) provide you with the model cancellation form.
You have to return the MOO Products at your own cost.
If the value of the MOO Products you want to return has been reduced as a result of unnecessary handling by you, MOO will reduce your refund to compensate for this. For example, MOO reduces your refund if the MOO Product’s condition is not "as new", price tags have been removed or the MOO-branded packaging is damaged. In some cases, because of the way you have treated the product, it may be that no refund is due. MOO’s Customer Service Team (who can be contacted using the details in the ‘Contact Us’ section on the Site) can advise you on whether MOO is likely to reduce your refund.
If your Order also contains Bespoke MOO Products, your cancellation rights in respect of the Bespoke MOO Products are set out in clauses 9.2 to 9.3.
IF THERE IS SOMETHING WRONG WITH THE MOO PRODUCTS
If you are a Consumer
If you think there is something wrong with the MOO Products, please contact MOO using the details on the ‘Contact Us’ section on the Site.
Under your statutory rights, the MOO Products delivered to you must be as described and pictured in the Design, fit for purpose and of satisfactory quality.
If you are a Business
MOO provides a warranty that on delivery: (a) the MOO Products shall: (i) subject to clause 2, conform in all material respects with the Design; (ii) be free from material defects in design, material and workmanship; (iii) be of satisfactory quality; and (iv) be fit for any purpose held out by MOO.
You may reject or request to change the MOO Products delivered to you that do not comply with the warranty given at clause 10.3 provided that: (a) you notify MOO: (i) in the case of an issue/defect that is apparent on normal visual inspection, within 5 Business Days of delivery; (ii) in the case of a latent defect/issue, within a reasonable time of the latent defect/issue becoming apparent; (b) you cooperate with MOO and provide all information and evidence of the issues/defect(s) as MOO reasonably requires (including photographs and/or videos of the issue/defect(s)); (c) none of the exceptions to the warranty under clause 10.8 apply; and (d) you (if asked to do so by MOO) return the MOO Products to MOO.
If you fail to give notice of rejection in accordance with clause 10.4, you will be deemed to have accepted the MOO Products as they are.
If you reject MOO Products under clause 10.4, MOO will, at its option, modify, repair or replace the MOO Products to comply with clause 10.3, or refund the price of the defective MOO Products in full.
MOO will not be liable for breach of the warranty set out in clause 10.3 if: (a) you make any further use of the MOO Products after giving notice to MOO under clause 10.4; (b) the defect arises because you failed to follow MOO's oral or written instructions as to the storage or use and maintenance of the MOO Products or (if there are none) Good Industry Practice regarding the same; (c) the defect arises as a result of MOO using the Customer Assets or following your instructions, or because of a mistake you made in the Design; (d) you alter or repair the MOO Products without MOO’s written consent; (e) the defect arises as a result of your fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (f) the MOO Products differ from their description or Design as a result of changes made to ensure they comply with Applicable Laws.
MOO will only be liable to you for the MOO Products' failure to comply with the warranty set out in clause 10.3 to the extent set out in clauses 10.4 to 10.8.
For both Consumer and Business customers
These MOO Terms also apply to any repaired or replacement MOO Products supplied by MOO to you.
THE MOO PROMISE
MOO shall not be unreasonable in its application of the MOO Promise described on the Site (MOO Promise). You acknowledge that the MOO Promise is to support MOO’s commitment to deliver each Order correctly, but it is not a contractual representation incorporated into these MOO Terms.
The MOO Promise is to support good customer service, and cannot be invoked to deal with errors made by you, your representatives or anyone otherwise directed by you. You acknowledge and agree that: (a) you will be fair and reasonable in your expectations of the MOO Promise; (b) MOO reserves absolute discretion as to whether or not to apply the MOO Promise; and (c) you are ultimately responsible for ensuring that your instructions to MOO are complete, accurate and meet your requirements.
If you are a Consumer, nothing in this clause 11 affects your statutory rights.
EVENTS OUTSIDE OUR CONTROL
If MOO is prevented from, or delayed in, complying with its obligations under these MOO Terms directly or indirectly by an event outside its control (including but not limited to delays caused by delivery companies or a supplier of MOO, or your failure to provide MOO with adequate delivery instructions, or any natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, government orders, or pandemics or similar serious outbreaks of disease), MOO will not be responsible to you for such breach or delay as long as it uses reasonable endeavours to work the problem and achieve a work-around as soon as reasonably practicable, keeping you fully and promptly informed.
If you are a Consumer
If MOO’s delivery of the MOO Products is delayed and the delay is likely to be substantial, you can contact MOO, using the details in the ‘Contact Us’ section of the Site, to cancel your Order and receive a refund for any MOO Products you have already paid for, but not received, less reasonable costs MOO has already incurred.
SITE UPDATES AND SUSPENDING OR WITHDRAWING THE SITE OR MOO PRODUCTS
MOO may at any time modify, update or change all or any part of the Site to reflect changes to the MOO’s Products, users’ or customers’ needs, business priorities, to implement any obligations imposed upon MOO by third party suppliers or to comply with a change in Applicable Laws.
The Site is made available free of charge. MOO does not guarantee that the Site or any content on it (including the MOO Templates), will always be available or be uninterrupted. MOO may suspend or withdraw or restrict the availability of all or any part of the Site for any reason.
SECURITY OF THE SITE
Each Party shall use Good Industry Practice to ensure that no Malicious Item is connected to, ingested into, transmitted through, or stored on, the Site. Malicious Item means any item (including any software, code, file or program) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, (b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise) or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
HOW MOO USES PERSONAL INFORMATION
Controller, processor, data subject, personal data, processing and technical and organisational measures have the meaning given to them in the Data Protection Laws.
In connection with any personal information processed by a Party under these MOO Terms, each Party shall comply with the Data Protection Laws applicable to such processing.
If you are a Business
Customer Personal Data means, excluding Relationship Management Data, any personal data that is processed by MOO as a result of, or in connection with, your use of the Site or the design, creation and supply of the MOO Products to you under these MOO Terms. This may include, for example, your employees’ details that you include on a business card.
As between the Parties, you are a controller, and MOO is a processor of Customer Personal Data; the MOO Data Processing Agreement shall apply to such processing and is incorporated into these MOO Terms. In addition to the obligation at clause 15.2, each Party shall comply with the MOO Data Processing Agreement in respect of the processing of Customer Personal Data.
RIGHTS AND USE OF THE CUSTOMER ASSETS
You or your licensors own any and all Intellectual Property Rights in the Customer Assets and nothing in these MOO Terms will transfer them to MOO.
It is your responsibility (and not MOO’s) to ensure that you have any necessary permissions to use the Customer Assets and to comply with Applicable Laws and any third-party terms applicable to the Customer Assets.
If the Design and MOO Products combine MOO Templates and Customer Assets, it is solely your responsibility to ensure you can use the MOO Products as delivered without infringing the Intellectual Property Rights or any other rights of a third party. MOO cannot and does not warrant this.
You grant to MOO a royalty-free, fully paid up, worldwide, sub-licensable, (subject to clauses 23.2 and 23.3) non-transferrable right and licence to copy, display, distribute, modify and otherwise use the Customer Assets solely as necessary to provide the MOO Products to you.
In respect of any Customer Assets you upload to the Site or otherwise seek to include in the Design, you must comply with the content standards set out in this clause and any others as published by MOO on the Site. Customer Assets must: (a) be accurate (where stating facts); (b) be genuinely held (where stating opinions); (c) comply with the law applicable in any country from which it is uploaded. Customer Assets must not: (a) be defamatory of any person; (b) be obscene, offensive, hateful or inflammatory; (c) bully, insult, intimidate or humiliate; (d) promote sexually explicit material; (e) include child sexual abuse material; (f) promote violence; (g) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (h) infringe any copyright, database right or trade mark of any other person; (i) be likely to deceive any person; (j) breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence; (k) promote any illegal content or activity; (l) be in contempt of court; (m) be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety; (n) be likely to harass, upset, embarrass, alarm or annoy any other person; (o) impersonate any person or misrepresent Customer’s identity or affiliation with any person; (p) 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; (q) contain a statement which Customer knows or believes, or has 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. MOO will determine, in its discretion, whether Customer Assets breach this clause 16.5.
You warrant, represent and undertake that: (a) you have full right, power and authority (including all applicable licences of Intellectual Property Rights) to use Customer Assets in connection with the Site and MOO Products; (b) the use of Customer Assets in connection with the Site and MOO Products does not breach Data Protection Laws or any Applicable Laws governing confidential, secret or classified information; (c) the use of Customer Assets in connection with the Site and MOO Products does not infringe the Intellectual Property Rights of any third party or conflict with any third party obligations to which you are subject (including any contractual obligations with third parties); and (d) the Customer Assets don’t breach the content standards in clause 16.5.
You shall indemnify MOO against (which means you will be responsible to MOO for) Losses suffered or incurred by MOO arising out of or in connection with: (a) any claim or allegation made by a third party against MOO that Customer Assets or their incorporation into the MOO Products infringe the Intellectual Property Rights of a third party; (b) any claim or allegation made by a third party or any governmental or regulatory authority against MOO that Customer Assets or their incorporation into the MOO Products breach Data Protection Laws or any Applicable Laws governing confidential, secret or classified information; and/or (c) a breach of clause 16.5.
You are solely responsible for securing and backing up any content you upload to the Site, including the Customer Assets.
RIGHTS & USE OF THE SITE, MOO TEMPLATES & DESIGN
Nothing in these MOO Terms will transfer MOO’s (or its licensors’) Intellectual Property Rights to you.
MOO or its licensors own any and all Intellectual Property Rights in the MOO Technology & Content. A list of licences for Open Materials is at https://www.moo.com/uk/about/fonts.
The MOO Marks are trade marks or registered trade marks of MOO. You do not have any right to the MOO Marks other than as necessary for you to be able to use the Site in accordance with these MOO Terms. MOO Marks means the MOO name, MOO logo and any other MOO trade marks, service marks and brand properties (such as domain names and social media assets) used in connection with MOO, the Site, or any MOO product or service.
To the extent you provide any suggestions, comments or other feedback related to the MOO Technology & Content or MOO Products, you hereby grant MOO a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, transferable licence to copy, display, distribute, perform, modify and otherwise use feedback in any way and without limitation. This includes feedback from your Representatives, including via feedback request services and on social media.
MOO hereby grants to you a revocable, non-transferrable, non-sub-licensable, non-exclusive right to access and use the MOO Technology and Content solely for the purposes of ordering MOO Products.
Except as expressly permitted in these MOO Terms, you shall not: (a) otherwise use, copy, modify, adapt or create derivative works of the MOO Templates; (b) attempt to translate, decompile, disassemble, reverse engineer or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public Application Programming Interfaces of the Site unless permitted by Applicable Laws(c) attempt to circumvent or interfere with any security features of the Site; (d) publicly disseminate non-public information regarding the functionality, operation or performance of the Site; (e) use the MOO Technology & Content for competitive analysis or to build competitive products or services; or (f) use the MOO Technology & Content for a fraudulent or illegal purpose.
You may not, without MOO’s express written permission: (a) extract and/or reuse parts of the content of the Site; or (b) use any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for reuse any substantial parts of the content of the Site.
You shall indemnify MOO against (which means you will be responsible to MOO for) Losses suffered or incurred by MOO arising out of or in connection with use of the Site outside of the scope permitted by these MOO Terms.
Subject to removal of any of your branding, MOO re-uses the arrangements contained in the MOO Templates and Design with other MOO customers. Except as expressly provided for in these MOO Terms, you do not obtain any rights to or claims over the MOO Templates through the creation of the Design and/or your incorporation of the MOO Templates into the Design and MOO Products. You acknowledge that other MOO customers may use the MOO Templates to create their own designs or production options and, as such, subject to the warranty given in clause 18.1, MOO does not warrant that the Design for you will not have similarities to designs or products created and used by other parties.
MOO’S GENERAL WARRANTIES & RESPONSIBILITIES TO YOU
MOO warrants, represents and undertakes that: (a) it has full right, power and authority (including all applicable licences of Intellectual Property Rights) to provide the Site and MOO Templates to you as set out in these MOO Terms; and (b) the use of Site and MOO Templates by you in accordance with these MOO Terms does not infringe the Intellectual Property Rights of any third party.
The Design and MOO Products may combine MOO Templates and Customer Assets. Therefore MOO cannot and does not warrant that the Design and MOO Products including a Design will not infringe the Intellectual Property Rights of a third party.
The Site is provided “as is” and, except for the warranty at clause 18.1, without warranty. MOO does not warrant that your use of the Site will be uninterrupted or error-free.
MOO shall indemnify you against (which means MOO will be responsible to you for) Losses suffered or incurred by you arising out of or in connection with any claim or allegation made by a third party against you that use of Site or MOO Templates, as provided by MOO under these MOO Terms, infringes the Intellectual Property Rights of a third party. In respect of any Open Materials this indemnity shall be limited to passing on to you the benefit of any indemnity in the applicable Open licence.
The indemnity in clause 18.4 shall not apply to the extent that any claim or allegation results from: (a) a modification of the Site or MOO Templates by anyone other than MOO; (b) use of the MOO Templates in combination with any other designs (including Customer Assets); (c) your use of the Site or MOO Templates in a manner contrary to any written instructions of MOO; (d) your use of the Site in combination with other products, hardware, equipment, software or data which is not permitted or recommended by MOO; (e) any and all data and content that you submit to, or use with, the Site (including, without limitation, Customer Assets); (f) your use of the Site or MOO Templates after notice of the alleged or actual infringement; or (g) your negligence or wilful misconduct or any act, breach, omission or infringement which you or a Customer Representative deliberately or recklessly commits, condones or ignores.
If you are a Business
Except as expressly stated in clause 10.3, MOO does not give any representations, warranties or undertakings in relation to the MOO Products. Any representation, condition or warranty which might be implied or incorporated into these MOO Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, MOO will not be responsible for ensuring that the MOO Products are suitable for your purposes.
IN THE EVENT OF AN INDEMNITY CLAIM
If either Party decides to claim under an indemnity given in these MOO Terms (Claim): (a) as soon as reasonably practicable, the indemnified Party (Indemnified Party) shall give written notice of the Claim to the indemnifying Party (Indemnifying Party), specifying the nature of the Claim in reasonable detail; (b) (unless a regulatory reason would prevent it from doing so, for example Data Protection Laws) the Indemnified Party shall give the Indemnifying Party sole authority to defend or settle the Claim; (c) the Indemnified Party shall not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Indemnifying Party (not to be unreasonably conditioned, withheld or delayed); (d) the Indemnified Party shall give the Indemnifying Party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its Representatives, and to any relevant assets, accounts, documents and records within the power or control of the Indemnified Party, so as to enable the Indemnifying Party and its professional advisers to examine them and to take copies (at Indemnifying Party’s expense) for the purpose of assessing the Claim; and (e) at the Indemnifying Party’s expense take such action as Indemnifying Party may reasonably request to avoid, dispute, compromise or defend the Claim.
If either Party decides to make a Claim but has failed to mitigate any Losses it may have suffered or incurred as a result of the event that gave rise to the Claim, then under applicable law the damages it can recover may be affected by this failure to mitigate. Nothing in these MOO Terms shall restrict or limit this general obligation.
MOO may upon notification of a Claim (or at any time) at its discretion: (a) disable the Site or your access to it (in whole or in part depending on the nature of Claim) until such time as MOO is reasonably satisfied that MOO has the requisite rights to provide the Site; (b) procure the right for you to continue using Site; or (c) replace or modify Site so that it becomes non-infringing.
LIMITS & EXCLUSIONS OF OUR RESPONSIBILITIES TO EACH OTHER
Nothing in these MOO Terms limits any liability: (a) for death or personal injury caused by negligence; (b) for fraud or fraudulent misrepresentation; or (c) anything else which cannot be limited or excluded under Applicable Laws.
Some MOO Products will contain safety certifications/markings. You acknowledge that if you remove or cover these before providing them to any end user, that is at your own risk.
If you are a Consumer
MOO is responsible for losses you suffer directly caused by MOO breaching these MOO Terms. MOO is not responsible to you for losses which are: (a) unexpected and/or reasonably avoidable; (b) caused by you relying on any editorial content on the Site; or (c) a business loss i.e. MOO’s liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in clauses 20.4 to 20.7.
If you are a Business
Except as expressly set out in these MOO Terms, all warranties, representations, conditions and all other terms of any kind whatsoever implied by Applicable Laws are, to the fullest extent permitted by Applicable Laws, excluded.
The following types of Loss are excluded: (a) indirect and consequential loss; (b) loss of profits, sales or business, agreements or contracts; (c) anticipated savings; (d) wasted expenditure; (e) loss of use or corruption of software, data or information; and (f) loss of or damage to reputation or goodwill.
MOO’s total liability to you, including in contract, tort (including negligence), breach of statutory duty, or otherwise, in connection with each Order is limited to an aggregate sum equal to the price of the MOO Products purchased by you under that Order (excluding taxes and Shipping Charges).
Any claims by you must be brought within one year of the end of the year in which the liability arose.
COMPLAINTS & DISPUTES
If you are a Consumer
Please contact MOO’s Customer Service team (using the details on the ‘Contact Us’ page on the Site) in the first instance if you have any problems with MOO or the MOO Products. They will do their best to resolve any issues.
Alternative Dispute Resolution is an optional process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. You can submit a complaint to CEDR through their website https://www.cedr.com/. If you’re not satisfied with the outcome, you can still go to court.
These MOO Terms, their subject matter and their formation are governed by and construed in accordance with English law, and the courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising in connection with them, except that if you are not a resident of England and Wales you may also bring proceedings from the country that you are resident.
If you are a Business
The Parties shall ensure that the MOO Customer Service team and your chosen representative shall use their best efforts to negotiate and settle any dispute or difference that may arise out of or relate to the use of the Site or the provision of the MOO Products under these MOO Terms before resorting to legal action.
If any such dispute or difference is not resolved in this way within two weeks, the dispute shall be referred to an appropriately senior person at Customer and a senior member of MOO’s Customer Services for further discussion.
If any such dispute or difference is not resolved by those persons within a further three weeks of referral, either Party may ask the other to enter into mediation in good faith to settle such a dispute and shall do so in accordance with the CEDR Model Mediation Procedure.
To initiate the mediation a Party must give notice in writing (ADR Notice) to the other Party, referring the dispute to mediation. A copy of the referral should be sent to CEDR. Unless otherwise agreed within 14 days of notice of the dispute to CEDR, the mediator will be nominated by CEDR. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR Notice. The Party submitting the ADR Notice shall pay the costs of the mediator.
If at any time during the processes outlined in clauses 24.4 to 24.7 the Parties reach agreement on the resolution of the dispute or difference, such agreement shall be recorded in writing and once signed by the Parties’ authorised representatives, it shall be final and binding on the Parties.
Neither Party may commence any court proceedings in relation to any dispute or difference between you and MOO arising out of these MOO Terms until it has attempted to settle the dispute by mediation as set out in clauses 24.4 to 24.8 and either the mediation has terminated or the other Party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay. (Nothing in these clauses 24.4 to 24.9 shall prevent a Party from seeking relief to protect its Intellectual Property Rights.)
These MOO Terms, their subject matter and their formation (and any non-contractual obligations arising in connection with it) are governed by and construed in accordance with English law, and the courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising in connection with them (including disputes relating to any non-contractual obligations).
If you are a Business
You agree to: (a) comply with Applicable Laws relating to anti-bribery and anti-corruption including the Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010 (Applicable Anti-Bribery Law); (b) not engage in any activity, practice or conduct which would constitute an offence under the Applicable Anti-Bribery Law if such activity, practice or conduct had been carried out in the United Kingdom or the United States; and (c) promptly report to, respectively, the other Party’s CEO or Chair, any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of these MOO Terms.
You shall comply with all Applicable Laws relating to import and export and trade sanctions.
Any obligation in these MOO Terms on you not to do something includes an obligation not to allow that thing to be done.
MOO may assign, transfer, grant any security interest over or hold on trust any of its rights or obligations under these MOO Terms or any interest in them. This may mean that a different organisation is responsible for MOO’s obligations to you (for example, for supplying the MOO Products to you). MOO will tell you in writing if this happens and, if you are a Consumer, MOO will ensure that the transfer will not affect your rights under these MOO Terms. If you’re a Consumer and you’re unhappy with the transfer you can contact MOO’s Customer Service team using the details on the ‘Contact Us’ section on the Site to cancel your Order and MOO will refund you any payments you’ve made for MOO Products not yet received.
MOO may engage any third party to perform its obligations under these MOO Terms, provided that MOO shall remain fully liable to you for performance of such obligations (subject to the exclusions and limitations in these MOO Terms).
If you are a Business, these MOO Terms constitute the entire agreement between you and MOO in relation to your use of the Site and purchase of MOO Products. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by MOO or on MOO’s behalf which is not set out in these MOO Terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these MOO Terms.
Nothing in these MOO Terms is intended to or shall operate to create a partnership or joint venture of any kind between the Parties. Neither Party shall have the authority to bind the other Party or to contract in the name of, or create a liability against, the other Party in any way or for any purpose.
These MOO Terms are between you and MOO. Nobody else can enforce them and neither you nor MOO will need to ask anybody else to sign-off on ending or changing them.
Any notices and communications under these MOO Terms may be delivered by email, but not by messaging platforms (for example, WhatsApp, Slack, Zoom, Teams, etc). Any notices sent by email are deemed delivered at the time of transmission.
If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply. If a term or part of a term is deemed unlawful, MOO may replace it with a term that, to the greatest extent possible, achieves the intended commercial result of the original term.
MOO might not immediately chase you for not doing something (like paying) or for doing something you're not allowed to, but that doesn’t mean MOO can't do it later.
The rights and remedies expressly conferred by the MOO Terms are cumulative and additional to any other rights or remedies a Party may have.
In these MOO Terms: