Client Terms and Conditions
Definitions and interpretation
In these Client Terms and Conditions the following terms have the following meanings:
means Cake Search LIMITED, a company incorporated in England and Wales under Company No:
09683379. Registered Address is at 29 Westwood Road, Ilford, Essex, IG3 8SB;
"Group of Companies"
means any holding company or companies and/or subsidiary(s) of Cake Search LIMITED;
means the Cake Decorator or the Cake Maker as set out in the Registration Form;
means the registration form which is completed by the Client on the Website when applying for the Services indicating the Services to be provided under the Contract with Cake Search;
the start date for the Contract;
means the website located at www.cakesearch.co.uk
“Intellectual Property Rights”
means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and
related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor
topography rights and rights in designs);
means any and all content and materials (including Cake particulars and any intellectual property rights) supplied or made available by, on behalf or on the instruction of, the Client to Cake Search;
means a contract for Services between Cake Search and the Client as set out in these Client Terms and Conditions;
means the amounts payable by the Client to Cake Search under or in relation to this Agreement;
means the amounts due to Cake Search by the Client under the Contract and set out in accordance with the Registration Form;
“Force Majeure Event”
means an event, or a series of related events, that is outside the reasonable control of the party affected (including but not limited to failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious
software attacks or infections, denial of service attacks, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
means initial subscription to the Services and initial term of the Contract, as set out in the Registration Form;
means the subscription to the Service and term of the Contract, as set out in the Registration Form;
means either an email or telephone call received by the Client from renters, owners or any other party, who has contacted the Client using the contact form or contact details supplied on the Website;
means the Cake Search logo or any other logo as Cake Search provided to the Client;
means any marketing materials provided to the Client by Cake Search for the purpose of promoting the Services;
means as the same is defined by the Data Protection Act 1998;
means the services to be provided by Cake Search as set out in the Registration Form;
a start date for the Contract as may be specified in the Registration Form;
means a uniquely identifiable visitor to the Website within any calendar month;
means a login and password protected section of the Website made available by Cake Search to the Client to facilitate the supply of Content to the Website;
means any system made available by Cake Search to the Client to facilitate the supply of Content to the Website;
means any day other than Saturday and Sunday and Bank Holidays on which the banks in London are open for normal business;
1. Contract between Cake Search and the Client
- 1.1. The Client's submission of the Registration Form constitutes an offer to solicit the Services from Cake Search;
- 1.1.1. No Contract shall exist until Cake Search acknowledge the completed registration and confirm this to the Client via an email acknowledging the completed Registration From, whereupon Cake Search and the Client shall be deemed to have
entered into a legally binding Contract on the Client Terms and Conditions set out herein with the Commencement Date being the date of the acknowledging email.
- 1.2. Cake Search reserves the right at its full discretion to reject any solicitation of the Services and/or Registration Form and/or refuse to enter into a Contract or provide any Services to any third party at its absolute discretion.
- 1.3. The Contract shall be between Cake Search and the Client and comprises of the Registration Form, these Client Terms and Conditions and any relevant Product Specific Terms and Conditions to which the Client is subject which, together, shall
constitute the entire agreement between the parties to the exclusion of all previous terms and conditions and all other terms and conditions (including any which the Client purports to apply under any purchase order, confirmation of order or other
- 1.4. These Client Terms and Conditions shall prevail in the event of any conflict between these Client Terms and Conditions and the Registration Form.
- 1.5. All Contracts between Cake Search and a Client shall be governed by these Client Terms and Conditions. Cake Search reserves the right to amend these Client Terms and Conditions and reserves the right to do so in its absolute discretion,
acting reasonably, at any time without prior notice to the Client. Any changes will be posted on the Website and become effective at the time of posting.
- 2.1. Subject to these Client Terms and Conditions, Cake Search shall provide the Services to the Client by way of a non-transferable, non-exclusive licence during the period in which Fees are paid in accordance with this Contract and/or the
Registration Form. The Services shall commence on the Commencement Date.
- 2.2. The Client shall be granted access to the Admin Section by means of the Website. Cake Search shall provide access logins and passwords to the Client for this purpose.
- 2.3. The Client agrees that it shall provide the Content to the Cake Search Site in the format prescribed from time to time by Cake Search. Cake Search may make use of software to upload Content from the Client's own website (including the
Scraping Software) and the Client agrees that Cake Search may do this (and authorise its suppliers to do this) and shall ensure that Cake Search shall not be in breach of any third party rights when it does this.
- 2.4. Cake Search may vary the Services from time to time with or without notice to the Client.
3. Client Content and Client Obligations
3.1. The Client warrants that:
- 3.1.1. it has the authority to market the cakes in the Content;
- 3.1.2. it holds all necessary consents, licences and authority to use, reproduce, display and publish the Content and has absolute authority to and grants Cake Search a non-exclusive, royalty free, perpetual licence to reproduce, display, copy,
sell, publish, adapt and otherwise use the Content or data or other information derived there-from for any purpose whatsoever (including entering into agreements with third parties for the provision of the Content or data derived there-from). This
licence shall survive termination of the Contract. The Client agrees that Cake Search and any Group Company may, but shall not be required to, identify the Client as the source of the Content on the Website or in any other medium through which the
Content or any derivative thereof is published or displayed;
- 3.1.3. the Content will comply with all regulations, codes of practice and applicable laws in the United Kingdom;
- 3.1.4. the Content will not be defamatory or infringe any copyright, trademark or other intellectual property rights or rights of any third party whatsoever;
- 3.1.5. the Content comprises of genuine cakes and is in all respects accurate, true and complete to the best of the Client's knowledge;
3.1.6. it is responsible for the integrity of the Content and shall actively and promptly correct and update the Content of any errors or inaccuracies and shall provide all reasonable assistance to Cake Search to identify and remedy any unauthorised
use of Content.
- 3.1.7. it shall promptly update any changes in the status of any cakes contained in the Content provided to Cake Search if;
(a) The cake is no longer available for any particular reason or;
(b) The cake can no longer be reproduced
The Client must ensure that any cakes no longer available are promptly deleted from the Content;
- 3.1.8. it will abide by all applicable laws and regulations applying to or affecting Clients;
- 3.1.9. it will abide and comply by any applicable industry code of conduct or guidelines issued by any relevant trade organisation and will abide by all applicable laws and regulations applying to or affecting Clients including;
- 3.1.10. it shall not use the Cake Search name or any Logos, trade or services marks of Cake Search in a defamatory or derogatory manner or in any way that might bring Cake Search, or its directors or employees into disrepute nor shall the Client
misuse or deface or allow to be misused or defaced any Marketing Materials provided to it;
- 3.1.11. it shall ensure that only its authorised personnel have access to and use of the Services and the Admin Section;
- 3.1.12. it agrees to use the specifications and format issued by Cake Search to display details of the cake only and not to use these areas to advertise any other information whatsoever.
3.2. The Client acknowledges and agrees that:
- 3.2.1. Cake Search and its Group Companies are not responsible for any errors or omissions in any Content;
- 3.2.2. Cake Search nor any of its Group Companies shall be under any obligation to monitor or censor the Content that appears on the Website, however Cake Search reserves the right for itself (and its Group of companies) to do so if it so chooses;
- 3.2.3. Cake Search takes reasonable care to ensure that data provided to the Client including content and data derived from and provided by Cake Search's Clients and other third parties is accurate and up to date but makes no representation or
warranty about the accuracy or completeness of such data and the data is not intended to be, and must not be treated by a Client as, comprehensive but an aggregation of the content and data available to Cake Search at the time of provision and
available to the Client in accordance with its level of client-ship;
- 3.2.4. Cake Search makes no representation or warranty that the Website, the Services, the Content or the Upload Systems will be accessible or available at all times, or that the whole or any part of the Website, Services, the Content or Upload
Systems will be free from error and while Cake Search will make reasonable endeavours to notify the Client in advance, it may suspend temporarily or alter the operation of the Website, Services or the Upload System without notice to the Client;
- 3.2.5. it is responsible for its internet access and telecommunications financial cost when using the Website;
- 3.2.6. transmission of data over the internet can be subject to delays and errors and can cause corruption of data for which neither Cake Search nor any Group Company shall be responsible;
- 3.2.7. Cake Search may limit the number of photographs that may be displayed by the Client to 20 images per cake;
- 3.2.8. in providing the Services, and in order to provide information of other Cake Search products and services, Cake Search and the Group Companies may, unless otherwise agreed in writing by Cake Search and the Client, contact the Client by
electronic means, including e-mail and other electronic media and the Client shall maintain a valid working e-mail address for each of it’s locations and shall immediately notify the Company of any change of e-mail addresses;
- 3.2.9. it shall for the duration of the Contract, take reasonable steps to promote the Website to its customers and display any Marketing Materials provided by Cake Search at its premises, provide a link on its website to the Website and include
the Logo in its sales and advertising materials. For the purpose of carrying out these obligations only, Cake Search grants the Client a non-exclusive licence for the duration of the Contract to use, display and copy the Logo, Cake Search name and
any trade or services marks used by Cake Search or the Group and copyright (or other intellectual property rights) contained in the Marketing Material; and
- 3.2.10. all intellectual property rights in the Services, technology supporting the Services (including the Upload System) and the Website vest in Cake Search and/or its licensees/sub-contractors and that the Client has no rights in, or to, such
intellectual property other than the right to use the same in accordance with the Contract.
- 3.3. Any third party, purporting to act as agent for or on behalf of a prospective Client, contracting with Cake Search for the provision for Services warrants and represents that it has the full and valid authority of that prospective Client to
bind it and to the extent that (i) that third party exceeds its authority and/or (ii) the prospective Client refuses to such pay any Fees or charges that third party shall be liable, on an indemnity basis, for all Fees and any other charges due
- 3.4. The Client shall not publish, disclose, reproduce or create any derivative works from any information obtained pursuant to the Client's use of the Services unless expressly agreed in writing by Cake Search.
3.5 Cake Search may
- 3.5.1. in its absolute discretion and at any time and without prior notice to the Client, remove or decline to display any Content on the Website; and
- 3.5.2. may request the Content to be amended at any time if it considers or believes that the Client is in breach of the Contract or where it deems in its absolute discretion the Content to be of poor quality in terms of the information provided,
its presentation or otherwise.
4. Data Protection
- 4.1 The Client, and subject to clause 4.2 Cake Search, shall comply with the Data Protection Act 1998 in relation to use of Personal Data obtained from users of the Website and shall take appropriate technical, organisational and security
measures to prevent loss or unauthorised access or use of Personal Data.
- 4.2 The Client warrants and represents that, to the extent that it provides Cake Search directly or indirectly with the Personal Data relating to any individual it shall have obtained that individual's consent to (i) process, use and store that
Personal Data for the purpose of providing of the Services and (ii) transmit that Personal Data to Cake Search and other third parties (including those in countries outside the European Economic Area that do not maintain adequate data protection
standards) to process, use and store for the purpose of providing of the Services.
- 5.1. Fees and any other charges due hereunder shall be paid by the Client in accordance with these Client Terms and Conditions.
- 5.2. Cake Search shall invoice the Client monthly in advance on the day of the Commencement Date of each month. The Client shall pay the Fees to Cake Search by direct debit within 7 calendar days of the due date. The Client hereby authorises Cake
Search to collect the payment under the pre-authorised direct debit.
- 5.3. The Client agrees to provide and keep Direct Debit details up to date to ensure Fees are collected when due. If the Client fails to pay any amount due to Cake Search by the due date for payment then:
- 5.3.1 Cake Search and its Group of Companies reserves the right to charge interest on any outstanding amounts at the rate of 3% per annum above National Westminster Bank Plc base lending rate in force from time to time or such higher amount as
may be permitted by statute from the due date until settlement of the outstanding sums or discharge of the debt; and
5.3.2. without prejudice to any other right or remedy, Cake Search shall be entitled to terminate the Contract or suspend provision of the Services, remove any reference or prevent access to the Content submitted to the Website without notice to the
Client and until payment of all outstanding Fees is made in full.
- 5.4 Cake Search uses a direct debit payment processing agent called Stripe Ltd, who collect all direct debit payments on behalf of Cake Search Limited, Stripe is regulated by the Financial Conduct Authority as an Authorised Payment Institution.
- 5.5. Cake Search reserves the right to charge the Client its reasonable administration costs in dealing with any failed payments and/or its costs in relation to pursuing outstanding amounts (including legal fees and expenses).
- 5.6. Cake Search does not guarantee the quality or quantity of Leads it provides to its Clients. No refunds or credits will be given by Cake Search for failure to provide a certain number of Leads.
- 5.7. Cake Search reserves the right to vary its Fees and any structure of charges in place from time to time subject to providing 30 calendar days written notice to the Client. Any services provided after changes have taken effect will be subject
to the relevant new Fees and/or new charging structure.
- 6.1. All warranties, conditions, representations or other terms implied by statute or common law in relation to the Website and any Services provided to the Client by Cake Search (or any Group Companies) are excluded to the fullest extent
permitted by law.
- 6.2. Neither Cake Search nor any Group Companies shall be liable to the Client under or in connection with the Contract for any loss of business, contracts, profits, anticipated profits, savings or data, or for damage to hardware and software, or
for any indirect, special or consequential loss or damage whatsoever.
- 6.3. Except as provided in Clause 6.4, the total liability of Cake Search and the Group to the Client for loss or damage under or in connection with the Contract (including any liability for negligence on the part of itself, its directors,
employees, agents or assigns) shall not exceed the aggregate amount of Fees (exclusive of VAT) paid by the Client in the three months immediately preceding the month in which the Client incurred the loss or damage occasioning such liability to Cake
Search or any Group Companies. This limitation of liability may be further limited by the relevant Product Specific Terms and Conditions in respect of any claim relating to Services to which those Product Specific Terms and Conditions apply.
- 6.4. Nothing in the Contract shall exclude or limit liability for death or personal injury resulting from the negligence of Cake Search or the Group or for fraud or any other liability that cannot be excluded or limited by law.
- 6.5. Neither Cake Search nor any Group Company shall be liable for any liability caused by the Client's breach of the Contract;
- 6.6. Neither Cake Search nor any Group Company shall be liable to the Client for any liability of whatsoever nature incurred as a result of the Client using, altering or manipulating any data provided by Cake Search or changing the manner in
which such data is represented.
- 6.7. The Client accepts full liability for and shall indemnify Cake Search (and the Group) on demand against any and all claims, losses, damages, costs and expenses (including reasonable legal and other professional fees) incurred by Cake Search
(and the Group) in relation to any third party claim arising from the Content or misuse by the Client of the Services except to the extent that the foregoing results directly from the negligence of Cake Search (or any Group Company).
- 6.8. The Client agrees that this Clause 6 is fair and reasonable.
7. Termination and effect of termination
- 7.1. Either party shall be entitled to terminate the Services and this Contract at will, effective only upon the expiration of the then current Term, by notifying the other party in writing prior to the expiry of the then current Term. Should the
Client wish to terminate the Contract it must email the termination notice to email@example.com. Any termination notice sent by any other means and to any other email address will not be valid.
- 7.2. Without limiting any other rights contained in these Client Terms and Conditions or any relevant Product Specific Terms and Conditions, Cake Search (or any of its Group Companies) may immediately, suspend the provision of the Services or
access to or temporarily remove any Content from the Website if the Client breaches the Contract and fails to rectify that breach immediately upon receipt of notice requiring rectification.
- 7.5. On termination of the Contract for whatever reason:
- 7.5.1. all Fees and any other sums paid to Cake Search to the end of the then current Term are non-refundable.
- 7.6. Termination or suspension shall not affect the accrued rights or liabilities of Cake Search, or any of its Group Companies or the Client nor, in the case of termination, any provision of the Contract which is expressed as surviving the
Contract or which is required to survive the Contract to give effect thereto.
8. Force majeure
- 8.1. Provided that the either party affected gives prompt notice in writing to the other party of a Force Majeure Event and uses reasonable endeavours to continue to perform its obligations under the Contract, neither party shall be liable for
any delay or non-performance under this Contract due to causes such as: act of God, governmental act, war, fire, flood, earthquake, civil commotion, armed hostilities, act of terrorism, revolution, blockade, embargo, industrial or trade dispute,
disease, hacker attacks, virus or other malicious software attacks or infections, denial of service attacks, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, unforeseen
shortages or unavailability of any raw materials, transport, electricity or other supplies, regulatory intervention or any other causes which are not within the reasonable control of the party affected.
- 9.1. All information, reports, records, business, finances, technology or affairs of the other party of any kind developed or acquired by any party in connection with this agreement, shall be treated by the parties as confidential, and no party
shall reveal such confidential information to third parties without the prior written consent of the other party. Confidential information that is available or that becomes available in the public domain, other than through a breach of this provision
by a party, shall no longer be treated as confidential information.
- 9.2. The foregoing restrictions shall not apply to the disclosure of confidential information to any affiliate or subsidiary, to any public or private financing agency or institution, to any contractors or subcontractors which the parties may
request and to employees and consultants of the parties, or to any third party to which a party intends to transfer, sell, assign, or encumber its position in this agreement or shares in the company; understanding further that in such case, only such
confidential information that such third party shall have a legitimate need to know, shall be disclosed, and the person to whom such disclosure is made shall first undertake in writing to protect the confidential nature of such information, at least
to the same extent as the parties are obliged under this clause.
- 9.3. In the event that one of the parties is required to disclose confidential information to any government, court, agency or department thereof to the extent required by applicable law, rule or regulation, the party so required shall
immediately notify the other party hereto of such requirement and the terms thereof, and the proposed form and content of the disclosure, prior to such submission. The other party shall have the right to review and comment upon the form and content
of the disclosure and to object to such disclosure before the court, agency, stock exchange or department concerned, and to seek confidential treatment of any confidential information to be disclosed on such terms as such party shall, in its sole
discretion, determine. The provisions of this clause apply to both parties during the term of this agreement and shall continue to apply after termination of the Contract.
- 10.1. Nothing in these Client Terms and Conditions or any Product Specific Terms and Conditions shall be deemed to create an exclusive arrangement between the Client and Cake Search (or any Group Companies ) nor any agency, partnership or joint
venture between the parties.
- 10.2. The Client may not assign, transfer or dispose of the benefit or burden of the Contract without the prior written consent of Cake Search.
- 10.3. If any provision of the Contract shall be held to be illegal, void, invalid or unenforceable the legality, validity and enforceability of the remainder of the Contract shall not be affected.
- 10.4. No failure or delay by Cake Search (or any Group Company on its behalf) or the Client in exercising any of its rights or remedies under the Contract shall operate as a waiver of those rights or remedies. No waiver of any breach of the
Contract shall be effective unless in writing and shall apply only in relation to the matter in respect of which it was specifically given. No waiver of any breach of the Contract shall be deemed to be a waiver of any subsequent or other breach of
- 10.5. Any notice required or permitted to be given by either party to the other under the Contract shall be in writing and addressed to that other party at its registered office or principal place of business, faxed to its facsimile number set
out on the Registration Form or nominated email address set out on the Registration Form . Any notice or document shall be deemed to have been served (i) if delivered, at the time of delivery, (ii) if posted, two Working Days after it was put into
the post, or (iii) if sent by facsimile or e-mail at the time of despatch. In proving service of a notice or document it shall be sufficient to prove that delivery was made or that the envelope containing the notice or document was properly addressed
and posted as a prepaid first class letter or that the facsimile or e-mail message was properly addressed and despatched as the case may be.
- 10.6. No person other than the parties to the Contract and Clients of Cake Search's Group have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This does not affect any right or remedy of any
third party that exists or is available apart from that Act.
- 10.7. The Contract shall be governed by and construed in accordance with English law and Cake Search and the Client submit to the exclusive jurisdiction of the English courts.
- 11.1 These Client Terms and Conditions may be amended or modified, in whole or in part, only by a Director of Cake Search LTD.