This Site is operated and owned by Black Swan Trading Ltd. – SC550824 trading as Have Fun Staying Pour (“HFSP”). Your access to and use of the Site is subject to these Terms and Conditions. use of the Site indicates your acceptance of these Terms and Conditions. Please read them carefully before using the Site.
In these Terms and Conditions the following words and phrases shall have the following meanings, unless the context otherwise requires:
a. “HFSP” means Black Swan Trading Ltd. – SC550824 trading as Have Fun Staying Pour;
b. “Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, software, business and domain names, inventions and other results of intellectual activity related to or connected with the Site;
c. “Order” means an Order for a Product;
d. “Product” means any item or items available for purchase from us;
e. “Service” means the sale of whisky, art and alcoholic beverages governed by these Terms and Conditions;
f. “Site” means www.havefunstayingpour.com and all parts and pages of it and/or the use of the Service;
g. “Software” means the software owned or licensed by HFSP which forms part of the Site and includes any software which is required by, relevant to, or used in conjunction with the Site including but not limited to all object and source codes, copyright, inventions, discoveries, novel designs whether or not registrable as designs or patents, including any invention of or development or improvements to equipment, technology, methods or techniques relating to the software;
h. “us” means HFSP and ‘we’ or ‘our’ shall be interpreted accordingly;
i. “you” means the person or entity that accesses the Site and ‘your’ shall be interpreted accordingly.
Your use of this Site is by non-exclusive licence granted by HFSP strictly in accordance with these Terms and Conditions.
You acknowledge and agree with HFSP that you will not, as a result of being granted a non-exclusive licence, acquire any rights (including without limitation Intellectual Property Rights) in the Software or the Site other than the non-exclusive rights granted in accordance with these Terms and Conditions.
The Site is available only to, and may only be used by, individuals who can form legally binding contracts and purchase alcohol under their applicable law. If you do not qualify, please do not use our services.
In Order to use this Site, you require the equipment and connections necessary to access the World Wide web. Without limitation, you are responsible for:
· the provision of any such connection or access to the World Wide web;
· the payment of any fees associated with such connection or access (such as those charged by an internet service provider or other online service); and
· the provision of all equipment necessary for you to make any such connection to the World Wide web, including a computer and a modem.
Ordering a Product
a. Sales literature, price lists and other documents issued by us in relation to the Products are subject to alteration without notice and do not constitute offers to sell the Products which are capable of acceptance.
b. An Order placed by you may not be withdrawn cancelled or altered prior to acceptance by us.
c. Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on the part of us.
d. The specification for the Products shall be those set out in our sales documentation unless varied expressly in your Order (if accepted by us). The Products will only be supplied in the minimum units (or multiples) we specify. Orders received for quantities other than these will be adjusted accordingly. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by us are intended as a guide only and the contents shall not be binding on us.
e. An Order can be made by whatever means approved by HFSP, including by the submission of a Purchase Order to HFSP. This Order does not form a contract between us.
f. HFSP reserves the right to reject or amend any Order made in its absolute discretion for any reason, including in the event of unavailability. Receipt of any Order by HFSP is not effective until it is confirmed and accepted in writing by way of email, by HFSP to you. Upon transmission of that email a contract is formed between us and subject to payment by you of the invoiced amount, we are obliged to provide the Product to you in accordance with these Terms and Conditions.
g. No Order which has been accepted by HFSP may be cancelled by you.
h. We may cancel an Order in accordance with the terms set out in these Terms. Without limitation, we may also cancel any Order placed by you at any time prior to delivery for any reason (for example, if our suppliers are unable to fulfil the Order) in which case we will provide you with a full refund on all amounts paid. We shall have no other liability or responsibility to you in the event that this occurs and we shall not be liable to pay you interest or any other amount which may have accrued on any deposit or other amount paid by you to us.
i. We are not obliged to accept Orders from any customer or buyer who has not supplied us with references satisfactory to us or that do not meet the anti-money laundering requirements (in our discretion). If we have in our discretion given you permission in writing to contract with us on credit terms, then at any time we are not satisfied as to your creditworthiness, we may give notice in writing to you that no further credit will be allowed to you in which event you shall be required to give security deposits in respect of Products already shipped and no further Products will be delivered to you other than against cash payment and notwithstanding any payment terms contained in these Terms all amounts owing by you to us shall be immediately payable in cash.
Pricing and Payment
a. You must pay for the Product in accordance with the terms set out above in these Terms. You must pay for shipping and insurance (from the time of purchase until the time of delivery) for the Product at the same time as payment for the Product is made or at another time directed by us. Shipping will be made by way of the carrier that we elect. You will also be required to pay any duties or taxes which attach to the and delivery of the Product, including but not limited to custom duties. You are solely responsible for obtaining customs clearance for the import of the Products.
b. You acknowledge and agree that Products can be delivered as “collectible glassware,” “collectible malt” or others at the HFSP shipper’s decision.
c. Port surcharges and other incidental charges are not included in the freight rate and must be paid by you promptly upon request by us.
d. We shall endeavour to comply with the shipping instructions given by you with your order for the Products but we reserve the right to make part shipments and to ship by vessels of our choice from any port in the United Kingdom or elsewhere.
e. All payments shall be made to us in the currency that we specify without any deduction credit or set off whatsoever.
f. The cost of pallets and returnable containers will be charged to you in addition to the price of the Products, but full credit will be given to you provided they are returned at your expense undamaged to us.
g. Products may be sent direct to you from any country and warehouse of HFSP’s choosing. Payment for the Products shall be made by the method designated by HFSP.
h. HFSP reserves the right, by giving notice to you at any time before delivery of the Products, to increase the price of the Order to reflect any increase in the cost to HFSP which is due to any factor beyond the control of HFSP (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of transportation), any change in delivery dates, quantities or specifications for the Order which is requested by you, or any delay caused by any instructions of you or failure of you to give HFSP adequate information or instructions. You will make payment of such amounts immediately on demand by HFSP and in any event prior to shipping of the Products.
i. You undertake not to offer the Products for resale in any country.
a. Requirements for Registration
i. You must be legally able to form binding contracts to purchase a Product. This means you must not register for the Service if you under 18 years of age or unable to purchase alcohol in the country where you reside, an undischarged bankrupt, or under any type of insolvency, administration or other insolvency event where you are a company.
b. Registration Process
i. You must not use false or misleading information in registering or using the Service and you must update your details should they have changed from the last time you used the Service. we are not responsible for any loss or damage (including misdirected deliveries or notifications) which may occur because you have not provided us with up to date, accurate or complete information.
ii. You permit us to send you notifications by email of the status of any delivery and a copy of your invoice.
iii. We accept no liability for any loss or damage incurred if you do not receive any notifications by us to you, for whatever reason.
c. Transmissions to Site
a. You are solely responsible for transmissions to our Site when using your account or when the Site is accessed by someone using your Account.
Delivery, Risk and Title
a. Any delivery date specified by HFSP for delivery of the Products is approximate only, and HFSP shall not be liable for any delay in the delivery of the Products. Time for delivery shall not be of the essence to the contract unless previously agreed by HFSP in writing. The Products may be delivered in advance of the delivery date specified; HFSP is not responsible for late delivery by the courier company.
b. If you fail to take delivery of the Products or fail to give HFSP adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to HFSP, HFSP may:
i. store the Products until actual delivery and charge you for the reasonable costs (including insurance) of storage; or
ii. sell the Products at the best price readily obtainable and charge you for any shortfall below the price meant to be paid by you and the costs of sale.
c. Any advice or recommendation given by HFSP or its employees or agents to you or your employees or agents as to the storage, application or use of the Products which is not confirmed in writing by HFSP is followed or acted upon entirely at your own risk, and accordingly HFSP shall not be liable for any such advice or recommendation which is not so confirmed.
d. Notwithstanding that you are responsible for payment of insurance of the Product from the time it is ordered, if a Product you purchase is to be delivered by HFSP to a place nominated by you, the risk in such item will pass to you:
i. when it is delivered; or
ii. if we are unable to deliver the item to the place nominated by you for any reason, (for example if no one is present to accept delivery), when we or our carrier first attempt to deliver the item.
e. We are unaware as to who your authorised representatives are and you hereby consent to us delivering the Products to any person who accepts delivery of the Products at the delivery location nominated by you and we are under no obligation to request identification. We accept no responsibility in the event that this person is not an authorised representative or employee of yours and for any loss you suffer in this regard. A signature acceptance by any person at the delivery location constitutes proof of delivery.
f. Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Terms, the property in the Products shall not pass to you until HFSP has received payment in full for the Products and all other Products agreed to be sold by HFSP to you for which payment is due.
g. Unfortunately we are unable to provide a refund or exchange in respect of any Product Ordered. All amounts paid to us are non-refundable.
h. All amounts payable to us must be paid without set-off or counter claim, and must be paid in cleared funds.
a. You are under a duty to inspect the Products on delivery or on collection as the case may be.
b. We shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the terms of this clause are not complied with and, in any event will be under no liability if a written complaint is not delivered to us within 1 day of delivery detailing the alleged damage or shortage.
c. In all cases where defects or shortages are complained of we shall be under no liability in respect of the same unless an opportunity to inspect the Products is given to us before any use, alteration or modification is made of or to the Products by you.
System Integrity & user Conduct
a. You must not use the Site to:
i. impersonate or otherwise misrepresent your identity or affiliation with any other person or entity;
ii. input, upload, post, disclose or transmit any material that is defamatory, obscene, indecent, lewd, pornographic, violent, abusive, insulting, threatening, harassing or misleading or deceptive;
iii. input, upload, post, disclose or transmit any material which is subject to Intellectual Property Rights of HFSP or any third party or breaches any duty of confidence or contractual obligation owed to HFSP or any third party;
iv. input, upload, post, disclose or transmit any material that is unlawful or violates any law;
v. send junk, obscene, indecent, offensive or threatening electronic mail or electronic mail in contravention of any spam legislation to any person or company;
vi. download and store electronically, reproduce, transmit, display, copy, distribute or use the Software or any materials contained in the Site;
vii. upload any files that contain viruses, Trojan horses, worms, time bombs, corrupted files or any other similar software or programs that may damage the operation of the Site or another’s computer or property of another;
viii. sub-license, rent, lease, transfer or attempt to assign the rights in the Site or the Software to any other person and any dealing in contravention of this sub-clause shall be ineffective;
ix. falsify or delete any attributions, legends, or other proprietary designations of origin or source of any content of the Site;
x. conduct, display, or forward surveys, contests, pyramid schemes, or chain letters;
xi. interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;
xii. attempt to gain unauthorised access to the Site or computer systems or networks connected to the Site through any means;
xiii. commit forgery (or attempted forgery), harass any individual, or harm minors in any way;
xiv. collect, store, input, upload, post, disclose or transmit personal information or data about others, including, without limitation email addresses; or
xv. breach any privacy legislation;
xvi. contravene or breach any applicable state, Commonwealth or international law, convention or regulation.
b. You acknowledge and agree that you must not:-
i. use the Site for any purpose other than the purpose for which it was designed and intended;
ii. commit or permit any act which may interfere with the use of the Site by any other user;
iii. tamper with, hinder the operation of or make unauthorised modifications to the Site or any part thereof;
iv. damage or modify the Software or the Site or any part thereof;
v. reverse engineer, decompile or disassemble the Software or the Site or any part thereof;
vi. copy, republish, frame, download, transmit, rent, lease, loan, sell, distribute, licence or sublicense the Software or any content within the Site or any part thereof; or
vii. modify, alter, adapt, disassemble, reverse engineer, decompile or amend the Software or any content within the Site or any part thereof in any way.
c. You must not without prior written consent of HFSP which shall be given, given with conditions or withheld at HFSP’s absolute discretion affix or otherwise display your name or logo on the content of the Site or any other website in a way that suggests a direct or indirect association with HFSP and/or any content provider to the Software or the Site.
Links & Advertising
a. This Site may contain links to third party websites. Those websites are not under the control of HFSP and HFSP is not responsible for the content of the links contained in those websites or any webcasting or other transmission received from any such websites.
b. Neither HFSP nor its officers, directors, employees, agents, or related bodies corporate recommend or endorse the content of any third party websites which may be linked to or from the Site, or products or services of any third party organisations mentioned or described on this Site or linked to or from this Site. You acknowledge that you enter any third party websites at your own risk.
c. The Site may contain advertisements for third parties’ Products and/or services. The third party advertisers are responsible for the accuracy of all representations made in those advertisements. Neither HFSP nor its officers, directors, employees, agents or related bodies corporate recommend or endorse the Products or services that may be advertised on the Site, nor do they offer the Products or services for sale or make any other representation whatsoever about them. If you choose to Order a product or service advertised by a third party on the Site, you do so at your own risk.
d. You must not link the Site from any other website not owned or operated by HFSP without prior written consent from HFSP.
Intellectual Property Rights
a. The information, names, text materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), advertisements, layout, arrangement, graphical user interface, look and feel, and control features of the Site (the “Content”) is protected by Intellectual Property Rights.
b. The Content, the Software and the Site are protected by Intellectual Property Rights. You acknowledge that HFSP is the owner of these rights, with Our affiliates or other third party licensors.
c. All product and company names and logos contained within the Site are the trade marks, service marks or trading names of their respective owners, including HFSP.
d. You acknowledge and agree that no right, title or interest in any of the Intellectual Property Rights in the Content, the Software or the Site is transferred or granted to you, other than the rights granted expressly by these Terms and Conditions.
e. You agree that:-
i. any Intellectual Property Rights created, formulated or discovered by you through the use or access to the Software or the Site will be the sole and exclusive property of HFSP;
ii. You will promptly sign all documents and do all things necessary to register, vest or transfer any interest or ownership in the Intellectual Property Rights created under to us.
f. The HFSP logo and name are owned by us, and may not be used as part of your business or in connection with any Products or services without the prior written consent of HFSP which shall be given, given with conditions or withheld at HFSP’s absolute discretion.
Your use of the Site or your completion of any forms or tables on the Site does not automatically create a relationship of any sort between you and HFSP, including that of client and agent.
a. HFSP does not warrant that:
i. the Site will provide any function for which it is not specifically designed;
ii. the Software or the Site will provide any minimum level of performance;
the Site will be virus free or free of performance anomalies or be operational without interruption;
b. the Products are fit for any purpose, including human consumption;
c. the quality or freedom from defect or deterioration of the Products, either at the time of delivery or deemed delivery or at the time of collection by you; and
d. the market value or appreciation in value of the Products; or that the Products comply with any description of the Products in any marketing materials or packaging or the information on any label or that the Products comply with any sample.
· You warrant to us that at the time of entering the Site, you were not relying on any representation made by us.
· Except as expressly provided to the contrary, and to the extent permitted by law, we make no representations or warranties of any kind, express or implied as to the operation of your access to or the results of your access to the Software or the Site (including any related or linked websites) or the correctness, accuracy, timeliness, or completeness or reliability of the information, content, materials or Products included on the Site.
Disclaimer and Limitation of Liability
a. HFSP’s employees or agents are not authorised to make any representations concerning the Products unless such representations are confirmed by HFSP in writing. You shall not rely on any representations by HFSP’s employees or agents unless such representations have been confirmed in writing by HFSP under these Terms.
b. We provide the Products on an “as is” basis and without any warranties, representations, or conditions of any kind, whether express, implied or statutory, unless otherwise set out in these Terms, and to the extent permitted by law.
c. You warrant that you have not relied upon any representations, warranties or conditions offered or made by or on behalf of us except to the extent expressly set out in these Terms. To the extent permitted by law, we expressly limit our and our employees, directors and contractors/consultants and related entities liability for breach of a non-excludable condition or warranty implied by virtue of any legislation or law to the amount paid by you to us under these Terms.
d. You hereby release us and our related entities from all losses, damages, costs or expenses, including legal costs, in respect of all claims, demands, actions, proceedings or prosecutions which may be bought, commenced or prosecuted against us in consequence or relating to or arising out of the provision of the Products.
e. We reserve the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Products are to be supplied to our specification, which do not materially affect their quality or performance.
f. You acknowledge that we may be sourcing the Products from third parties and that we may not therefore have full title to the Products at the date we accept your Order. In the event that the third party fails for any reason to deliver/sell the Products to us to enable it to complete our agreement with you us shall advise you and shall refund the purchase price paid to you who shall accept this refund in full and final settlement of any claim you may have against us.
g. To the extent permitted by law, the Site is provided by HFSP on an “as is” basis without any express or implied warranty of any kind.
h. The Software or the Site may contain inaccuracies or typographical errors.
i. The World Wide web exists across open public networks that are neither secure nor private. Accordingly, you acknowledge and accept the risk that any communication to or from the Site may be intercepted, used or modified by third parties.
j. HFSP may change any of the material on the Site at any time without notice.
k. HFSP makes no commitment to update any material on the Site.
l. You are responsible for assessing the reliability, accuracy, completeness, timeliness, suitability, quality, physical state or for a particular purpose of the material on or accessible through the Site.
m. You accept all risks and responsibility for all loss, damage, costs and other consequences resulting from your use of the Site or the material on or accessible through the Site.
n. Where the laws of any country or state in which these Terms and Conditions are effective implies into these Terms and Conditions any term, condition or warranty, and those laws avoid or prohibit provisions in a contract excluding or modifying them, then the term, condition or warranty shall be deemed to be included in these Terms and Conditions provided that the liability of HFSP, its officers, directors, employees, agents and related bodies corporate for a breach of any such term, condition or warranty, including any economic or consequential loss which you may sustain shall be limited, at the option of HFSP, to:
i. in the case of services, the supply of the services again, or the payment of having the services resupplied; and
ii. in the case of Products, the replacement or repair of the Products, the supply of equivalent Products, or the payment of the costs of replacing or repairing the Products or acquiring equivalent Products.
o. In the event of force majeure HFSP shall not be required to deliver the Products to you, and instead will offer you a refund of any amounts paid.
p. You release HFSP and its officers, directors, employees, agents or related bodies corporate from its liability for any loss or damage including without limitation, losses or damages for loss of profits, business interruption, loss of information, indirect, special, punitive or consequential losses or damages arising out of the use or inability to use or reliance on the material or information available on or accessible through the Site, even if HFSP has been advised of the likelihood of such damages and whether or not caused by any negligent act or omission.
q. Without limitation, you release us from any loss or damage (including indirect, special or consequential loss or damage) arising from the use of, or reliance on, the Software or the Site, whether or not caused by any negligent act or omission including but not limited to:-
i. loss of use, data or profits on any theory of liability arising out of or in connection with the use of or the inability to use the Software or the Site;
ii. Your reliance on the Software or the Site;
iii. the statements or actions of any employee or agent of HFSP;
iv. any unauthorised access to or alteration of your transmissions or data;
v. any information that is sent or received or not sent or received;
vi. any failure to store or loss of data or files or other content;
vii. Your fraudulent, negligent or otherwise unlawful behaviour;
viii. information, data or other material provided to the Owner by the Licensee or on the Licensee’s behalf;
ix. any delay or interruption of the Software or the Site;
x. any loss incurred as a result of a third party obtaining your access details, either with or without your knowledge;
xi. any loss or damages in relation to the supply of services on or in relation to this Site and any advertisement placed on the Site or information made available on the Site.
a. You agree to indemnify and hold harmless HFSP, and its officers, directors, shareholders, employees, consultants, agents, and related bodies corporate from and against all losses, damages, expenses and costs (including solicitor client costs on a full indemnity basis) and all third-party claims, liability, losses, damages, expenses and costs arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified in relation to or in connection with your purchase of the Products, your failure to comply with these Terms and Conditions, or from your violation of any applicable law.
b. Interest at the rate of 12% per annum accruing daily and compounding monthly will be payable on any amount owed by you which is not paid by the due date.
Breach and Termination
a. If HFSP reasonably considers that you are using the Site in breach of these Terms and Conditions, HFSP reserves the right to remove any infringing data, file, content or material from the Site and HFSP shall have no liability to you.
b. HFSP reserves the right to deny you access to, or use of, all or part of the Site, without prior notice, if you engage in any conduct that HFSP believes, in its sole discretion:
i. violates any term or provision of these Terms and Conditions; or
ii. violates the rights of HFSP or any third party; or
iii. is otherwise inappropriate for continued access and use of the Site.
c. HFSP may terminate your right to access to, or use of, all or part of the Site, immediately on written notice to you if you:
i. commit a material breach of these Terms and Conditions, which is capable of remedy, and you fail to remedy the breach within a reasonable time of a written notice to do so; or
ii. commit a material breach of these Terms and Conditions which cannot be remedied; or
iii. are repeatedly in breach of these Terms and Conditions; or
iv. are the subject of a bankruptcy Order, or become insolvent, or make any arrangement or composition with or assignment for the benefit of your creditors, or if you go into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over your assets.
d. On termination or expiry of these Terms your right to use the Site shall cease.
e. Termination of your access to the Site shall be without prejudice to the rights of the parties accrued before termination. All restrictions imposed on you, disclaimers and limitations of liability set out in the Terms & Conditions will survive termination.
a. Publication of electronic addresses on this Site is for the purpose of professional communication only and must not be used to infer consent to the receipt of unsolicited commercial electronic messages.
b. HFSP may from time to time amend, update, or change the Site, including these Terms and Conditions, without prior notice.
c. HFSP shall not be liable by reason of the failure in the performance of obligations under the Terms and Conditions by reason of strikes, riots, fire, explosion, acts of God, governmental action, or any other cause which is beyond the reasonable control of HFSP, including any form of technological failure or the actions of third parties.
d. These Terms and Conditions constitute the entire agreement between you and HFSP with respect to this Site, and the Terms and Conditions replace all prior or contemporaneous understandings or agreements, written or oral, regarding the Site.
e. No oral explanation or information provided by a party to another affects the meaning or interpretation of these Terms or constitutes any collateral agreement, warranty or understanding.
f. If any provision of these Terms and Conditions is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent possible and will be deemed deleted to the extent that it is not enforceable, and the remaining provisions of the Terms and Conditions shall remain in full force and effect.
The failure by HFSP to insist upon or enforce strict performance of any of these Terms and Conditions will not be construed as a waiver of any right or remedy of HFSP in respect of any existing or subsequent breach of these Terms and Conditions.
g. No waiver by a party of a provision of these Terms is binding unless made in writing.
h. The laws of London govern these Terms and Conditions. You hereby consent and submit to the non-exclusive jurisdiction and venue of the Courts of London for any cause of action relating to or arising under these Terms and Conditions.
i. Where possible, the obligations of the parties under these Terms will indefinitely survive the finalisation or discontinuance of these Terms.
j. These Terms shall be for the benefit of and binding upon the parties and their heirs, executors, successors and permitted assigns.
k. The parties must execute and deliver all documents and must do all things as are necessary for the complete performance of their respective obligations under these Terms.
l. The rights and remedies of a party to these Terms are in addition to the rights or remedies conferred on the party at law or in equity.
m. The contra proferentem rule and other rules of construction will not apply to disadvantage a party whether that party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.