TERMS OF SERVICE
1. These terms
1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are goods or services.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products and services to you, 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 or require any changes, please contact us.
1.3 How these terms are published. You can review the most current version of our Terms of Service at any time on our website. We reserve the right to update, change or replace any part of these Terms of Service by posting updates on our website.
1.4 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 buying products and services from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
1.5 If you are a business customer without a partner agreement, 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 purchase. 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. We are Melico Sciences Limited a company registered in England and Wales. Our company registration number is 10572078 and our registered office is at Hadrian House, Front Street, Chester-Le-Street, Co Durham, United Kingdom, DH3 3DB. Our registered VAT number is 283450205. Our main website domain URL is www.melicosciences.com. Throughout this document, the terms “we”, “us” and “our” refer to Melico Sciences Ltd.
2.2 How to contact us. You can contact us by writing to us at email@example.com.
2.3 How we may contact you. If we have to contact you, we will generally do so by writing to you at the email address that you provided to us in your order. When expecting a response, we kindly request you please endeavour to check all inbox folders (including junk folders, in case our emails have been filtered).
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 How we will accept your order. Our acceptance of your order will take place when we email you an order confirmation, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified. In any of these cases, we will try to provide you with an alternative solution, which you may or may not accept. In the event our alternative solution is not acceptable to you, we will refund your payment.
3.3 Your order number. We will assign an order number to your order which can be found in the order confirmation email you will receive. It will help us if you can tell us the order number whenever you contact us about your order.
3.4 Your Customer ID number. When you place an order, a unique Customer ID number (CID) will be given to you. Please make a note of this, as it may help us to trace your order if you have any questions. Please do not share this personal information with anyone other than the Melico team.
3.5 Your Sample ID number. Please note that for every sample you provide, it will be assigned a Sample ID (SID) number which is linked to your Customer ID and order number. We will never ask you for this information and ask you not to share it with anyone.
4. Our products
4.1 Products and their packaging may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Your product may vary slightly from those images.
5. Your rights to make changes
5.1 If you wish to make a change to the product you have ordered, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
6. Our rights to make changes
6.1 Changes to the products. We may change the product:
- to reflect changes in relevant laws and regulatory requirements, or;
- to make technical adjustments and product improvements.
7. Providing the products
Delivery costs. The costs of delivery will be as displayed to you on our website.
7.2 When we will provide the products.
- If the products are goods. If the products are goods we will deliver them to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order.
- If the products are one-off services. We will begin the services on the date set out in the order. The estimated completion date for the services is as told to you during the order process.
- If the products are ongoing services or a subscription to receive goods. We will supply the services and goods to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in clause 8 or we end the contract by written notice to you as described in clause 10.
7.3 We are not responsible for delays outside our control. If our supply of the products 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.
7.4 If you are not at home when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery or collect the products from a local depot.
7.5 If you do not re-arrange delivery. If you do not collect the products from us as arranged or if,after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 10.2 will apply.
7.6 When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us or you.
7.7 When you own goods. You own a product which is goods once we have received payment in full.
7.8 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products or services to you. If so, this will have been stated in the description of the products or services on our website. We will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) 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 supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.9 What will happen if you provide inaccurate information to us. Melico Sciences Limited provides a dietary analysis service based on the understanding that participants fit a standard health profile. This means that at present, our analysis service is not suitable for anyone who is pregnant or breastfeeding, taking over the counter/prescription medication (such as antibiotics),or undergoing treatments such as chemotherapy. We inform you about this on the website, through various surveys and in the FAQ section on the website. If you willingly or accidentally provide incomplete or false information, our services may not be suitable for you and this may affect the accuracy of our dietary analysis. The Melico team look forward to being able to include these groups of people in the Melico journey in the near future.
7.10 Reasons we may suspend the supply of products or services to you. We may have to suspend the supply of a product to:
- deal with technical problems or make minor technical changes;
- update the product to reflect changes in relevant laws and regulatory requirements;
- make changes to the product as requested by you or notified by us to you (see clause 6).
7.11 Your rights if we suspend the supply of products or services. We will contact you in advance to tell you we will be suspending supply of the product or service, unless the problem is urgent or an emergency. If we have to suspend the product for longer than 2 months we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product or service if we suspend it, or tell you we are going to suspend it, and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
7.12 We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to (see clause 14.4) and you still do not make payment within 5 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see clause 14.7 ). We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see clause 14.6 ).
8. Your rights to end the contract
8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:
- If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 12 if you are a consumer and clause 13 if you are a business;
- If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2 ;
- If you are a consumer and have just changed your mind about the product, see clause 8.3 . You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods.
8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
- we have told you about an upcoming change to the product or these terms which you do not agree to;
- we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
- there is a risk that supply of the products may be significantly delayed because of events outside our control;
- we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 2 months; or
- you have a legal right to end the contract because of something we have done wrong.
8.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
8.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:
- services, once these have been completed, even if the cancellation period is still running;
- products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;
- any sealed items, once these products are unsealed after you receive them; and
- any products which become mixed inseparably with other items after their delivery.
8.5 How long do consumers have to change their minds? If you are a consumer how long you have to change your mind depends on what you have ordered and how it is delivered.
- Have you bought services? If so, you have 14 days after the day we confirm your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
- Have you bought goods? If so you have 14 days after the day you (or someone you nominate) receives the goods, unless:
- Your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery.
- Your goods are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receive the first delivery of the goods.
9. How to end the contract with us (including if you are a consumer who has changed their mind)
9.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
- Email. Email us at www.melicosciences.com. Please provide your name, home address,details of the order and, where available, your phone number and email address.
- Online. Complete the contact form on our website.
9.2 How we will refund you. Whether you are an individual consumer or business consumer, If you are entitled to a refund under these terms, we will refund you for the cost of the service you have purchased, by the method you used for payment. However, we may make deductions from the price, as described below.
9.3 When we may make deduction from refunds:
- We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop.
- The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
- Where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
9.4 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then:
- If the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us.
- In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
10. Our rights to end the contract
10.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
- you do not make any payment to us when it is due and you still do not make payment within 5 days of us reminding you that payment is due;
- you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products;
- you do not, within a reasonable time, allow us to deliver the products to you or collect them from us; or
- you do not, within a reasonable time, allow us access to your premises to supply the services.
- you reproduce, duplicate, copy, sell, resell or exploit any portion of the information, products or services provided to you without express written permission by us.
10.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
10.3 We may withdraw the product or service. We may write to you to let you know that we are going to stop providing the product. We will let you know at least 7 days in advance of our stopping the supply of the product or service and we will try to give you an alternative solution which you may or may not accept. If you do not accept this alternative solution, we will refund your payment for the products or services we have withdrawn.
12. Your rights in respect of defective products if you are a consumer
12.1 If you are a consumer we are under a legal duty to supply products and services that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your product is goods, for example [furniture or a laptop], the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
- Up to 30 days: if your goods are faulty, then you can get an immediate refund.
- Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
- Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
See also clause 8.3 .
If your product is services, the Consumer Rights Act 2015 says:
- You can ask us to repeat or fix a service if it's not carried out with reasonable care and skill or get some money back if we can't fix it.
- If you haven't agreed a price beforehand, what you're asked to pay must be reasonable.
- If you haven't agreed a time beforehand, it must be carried out within a reasonable time. See also clause 8.2.
12.2 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please email firstname.lastname@example.org for a return label or to arrange collection.
13. Your rights in respect of defective products if you are a business customer.
13.1 If you are a business customer we warrant that on delivery any products which are goods shall:
- conform with their description; and
- be free from material defects in design, material and workmanship.
13.2 Subject to clause 13.3, if:
- you give us notice in writing within a reasonable time of discovery that a product does not comply with the warranty set out in clause 13.1 ;
- we are given a reasonable opportunity of examining such product; and
- you return such product to us at our cost, we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
13.3 We will not be liable for a product's failure to comply with the warranty in clause 13.1 if:
- you make any further use of such product after giving a notice in accordance with clause 13.2(a) ;
- the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
- the defect arises as a result of us following any drawing, design or specification supplied by the Customer;
- you alter or repair the product without our written consent; or
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
13.4 Except as provided in this clause 13, we shall have no liability to you in respect of a product's failure to comply with the warranty set out in clause 13.1.
13.5 These terms shall apply to any repaired or replacement products supplied by us under clause 13.2.
14. Price and payment
14.1 Where to find the price for the products or services you are buying. The price of the product/(s) or service/(s) (VAT inclusive), will be the price indicated on the order pages when you placed your order. We will make every effort to ensure that the price of the product shown to you is correct. However please see clause 14.3 for what happens if we discover an error in the price of the product you order.
14.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
14.3 What happens if we get the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, we will amend this.
14.4 When you must pay and how you must pay. We accept online payments with credit cards, Paypal and a range of other methods, a full list of which can be found on our website. For both goods and services purchased through our website, your payment is due in advance. For business customers, payment terms may be agreed separately.
14.5 Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
14.6 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 5% a year above the base lending 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 the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
14.7 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
15. Our responsibility for loss or damage suffered by you if you are a consumer
15.1 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.
15.2 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 the products as summarised at clause 12.1 ; and for defective products under the Consumer Protection Act 1987.
15.3 We are not liable for business losses. If you are a consumer 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 16 .
16. Our responsibility for loss or damage suffered by you if you are a business customer.
16.1 Nothing in these terms shall limit or exclude our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- 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
- defective products under the Consumer Protection Act 1987; or
- any matter in respect of which it would be unlawful for us to exclude or restrict liability.
16.2 Except to the extent expressly stated in clause 13.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
16.3 Subject to clause 16.1:
- 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
- our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, such liability shall be limited to the amount or amounts indemnified by our liability insurance.
17. How we may use your personal information
17.1 How we will use your personal information. We will only use your personal information as set out in our privacy statement.
18. Other important terms
18.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
18.2 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person or business shall have any rights to enforce any of its terms.
18.3 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.
18.4 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. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
18.5 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.
18.6 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.