Subscription Terms & Conditions
Welcome to Whirli, a subscription service that provides subscribers with the opportunity to hire children's toys on a subscription basis. These terms and conditions govern your subscription to Whirli. Please read these terms and conditions carefully and make sure that you understand them before subscribing to Whirli.
Definitions and Interpretation
The following definitions apply to these Terms:
"Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control with, us and "control" for the purposes of this definition means, in respect of any corporate entity, the beneficial ownership of more than 50% of the issued share capital of that entity or the legal power to direct or cause the direction of the general management of that entity, and "controls" and "controlled" shall be construed accordingly;
"Charges" means the price for the Subscription as set out during the Order process (as amended from time to time under clause 6.7) to be paid by you in accordance with clause 6 for the Initial Term and each Renewal Period;
"Contract" has the meaning given to it in clause 2.2;
"Cooling-off Period" has the meaning given to it in clause 7.1;
"Delivery Location" has the meaning given to it in clause 3.10;
"Event Outside Our Control" means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks;
"Hire Period" means, for a particular Toy, the period during which that Toy remains in your Possession;
"Hired Toys" means "Hired Toys" means any Toys hired by you pursuant to the Services for as long as such Toys are in your Possession (not including any Toys that have been purchased by you pursuant to clause 4);
"Instructions" means, in relation to a Toy, all instructions and other guidelines provided by us to you in relation to the use of that Toy (including all instructions issued by the manufacturer of such Toy);
"Intellectual Property Rights" means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;
"Initial Term" has the following meanings, depending on the type of Subscription you have purchased:
- monthly Subscriptions – if you purchase a monthly Subscription whereby you pay the Charges to us monthly, the Initial Term will last for a period of one month, on and from the date the Contract is entered into;
- half-yearly Subscriptions – if you purchase a half-yearly Subscription whereby you pay the Charges to us on a half-yearly basis, the Initial Term will last for a period of six months, on and from the date the Contract is entered into; and
- yearly Subscriptions – if you purchase a yearly Subscription whereby you pay the Charges to us on a yearly basis, the Initial Term will last for a period of one year, on and from the date the Contract is entered into;
"Offers" has the meaning given to it in clause 6.10;
"Offer-specific Terms" has the meaning given to it in clause 6.10;
"Order" means an order for the Services placed by you with us in accordance with these Terms (and "Ordered" shall be construed accordingly);
"Payment Methods" has the meaning given to it in clause 6.8;
"Possession" means, in relation to a Hired Toy, the period during which that Hired Toy is in your possession, starting on the date it is successfully delivered to the Delivery Location to (and including) the date that such Hired Toy is returned by you to us and received by us at the Warehouse;
"Regulations" has the meaning given to it in clause 7.1;
"Renewal Period" has the meaning given to it in clause 10.2;
"Residual Value" means, in relation to a Toy, the pro rata Value of that Toy reflecting how long such Toy has been in your Possession compared to a Toy lifecycle of 243 days (unless a different lifecycle is indicated by us during the order process for that Toy) (up to a maximum of the Value of that Toy). By way of example only, if a Toy has been in your Possession for 90 days and that Toy's lifecycle is 243 days, then the Residual Value at that point in time shall be calculated as:
(243 – 90) x Value of that Toy;
"Services" means making available for hire certain children's toys (including the delivery of such toys to the Delivery Location as set out in clauses 3.10 to 3.14 (inclusive)), and any other features, tools, applications, materials and other services offered by us as part of your Subscription;
"Subscription" means your subscription for the Services which is governed by these Terms and which is formed in accordance with clause 2, and "Subscribe" shall be construed accordingly;
"Subscription Term" means the period starting on and from the date that you and we enter into the Contract to the date that the Subscription is terminated under these Terms;
"Subscription Value" means the aggregate Value of Toys that your Subscription entitles you to hire at any point in time, as selected during your Order process and as amended under clause 3.4 or 3.5;
"Terms" means these subscription terms and conditions, which apply to your Subscription;
"Toys" means the children's toys made available for hire via your Subscription;
"Value" means, in relation to a Toy, the value of that Toy as set out on the Website;
"VAT" means value added tax or other similar tax, charge or levy;
"Warehouse" means Whirli Limited, Unit 7 Manor Way, Mudlands Industrial Estate, Rainham RM13 8RH, United Kingdom (or such other address as notified by us to you from time to time);
"we" means Whirli Limited, a company registered in England with company number 11249414 whose registered office is at Unit 7 Manor Way, Mudlands Industrial Estate, Rainham RM13 8RH, and "our" and "us" shall be construed accordingly;
"Website" means our website at www.whirli.com (as may be amended from time to time); and
"you" means you, the individual user who is placing an Order, and "your" shall be construed accordingly.
- References to “clauses” are to the clauses of these Terms.
- The clause headings in these Terms are included for convenience only and shall not affect the interpretation of these Terms.
- A reference to a "company" shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
- A reference to any party shall include that party's personal representatives, successors and permitted assigns.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time in accordance with these Terms and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
- A reference to any agreements or documents referred to in these Terms is a reference to such agreement or document as varied, amended or replaced from time to time.
- Any words following the terms "including", "include", "in particular", "by way of example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Orders and Forming Your Subscription
- You may take out a Subscription through the Website. To place an Order, follow the instructions set out on the Website. During this process you will be able to check and amend any errors before submitting your Order to us. The Website is only available in the English language.
- Your Order for the Services is an offer by you to enter into a Subscription with us. We will acknowledge your e-mail promptly but please note that our acknowledgement does not constitute acceptance of your offer. We will notify you separately by email if we accept your offer at which point a contract will be formed between us in respect of your Subscription (the "Contract").
Please note that:
- Following conclusion of your Order in accordance with clause 2, we shall make the Services available to you.
- Please note that we make Toys available for hire pursuant to the Services as a dealer only. We are neither the manufacturer nor producer of any Toys nor are we supplying Toys under our own name, brand or trade mark. Availability of Toys
Your Subscription means that, save as expressly set out in these Terms, you are entitled
to have in your possession at any point in time during the Subscription Term Toys with an
aggregate Value equal to the Subscription Value. By way of example only:
- if your Subscription Value is 100 Whirli Tokens then you are entitled to have in your possession at any point in time during the Term Hire Toys which, in aggregate, have a Value of 100 Whirli Tokens; and
- if you subsequently return a Toy to us then the Value of that Toy will be credited to the amount of Value available to you for the hiring of other Toys.
- If you have a monthly Subscription, after the expiry of the Initial Term, you may, no more than once in any 30 consecutive day period, change the Subscription Value to a different value as made available on the Website. Any such change will take effect immediately, and if such change takes effect during a Renewal Period, then: (a) if you have reduced the Subscription Value, we shall credit your account with an amount equal to the pro-rata amount of the reduction in the Charges for that Renewal Period and apply such credit against the Charges for the next Renewal Period; or (b) if you have increased the Subscription Value, you shall promptly pay to us a pro-rata amount of the Charges to reflect the increased Subscription Value for the remainder of the Renewal Period.
If you have a yearly or a half-yearly Subscription:
- we will email you 14 days before the end of the Initial Term and each Renewal Period (as applicable) and during this 14-day period before the start of the next Renewal Period you may change the Subscription Value to a different value, and such change will take effect at the start of the next Renewal Period; and
- at any time during the Initial Term or any Renewal Period you may elect to increase the Subscription Value of your Subscription, and shall promptly pay to us a pro-rate amount of the Charges to reflect the increased Subscription Value for the remainder of the Initial Term or Renewal Period (as applicable). For the avoidance of doubt, you may not decrease the Subscription Value during any Initial Term or Renewal Period.
- If the reduction in Subscription Value under clause 3.4 or 3.5.1 results in the Value of the Hired Toys at that point in time exceeding the Subscription Value, then: (a) you are not entitled to any hire any further Toys as part of your Subscription until you have returned Hired Toys to us in accordance with clauses 3.15 and 3.17 with sufficient aggregate Value to make further Toys available under your revised Subscription Value; and (b) you shall promptly return Hired Toys to us in accordance with clauses 3.15 and 3.17 with sufficient aggregate Value so that the retained Hired Toys have an aggregate Value of no greater than the revised Subscription Value.
- You cannot order additional Hired Toys if the aggregate Value of the Hired Toys ordered and the Hired Toys in your possession exceed the Subscription Value without you also agreeing to return Hired Toys to us with an aggregate Value that will reduce the aggregate Value of the Hired Toys to no greater than the Subscription Value. You may not place an order for Toys if any previous order has not yet been fulfilled ie, both any Toys ordered have been delivered by us and any Toys to be returned by you have been received by us. Save for the foregoing, there is no limit on the number of times that you can return Toys and order new Toys during the Term.
- We will always make available to you as part of the Services a reasonable range of Toys at any point in time, but please note that we cannot guarantee that any particular Toy will be available as part of your Subscription or that we will have any particular Toy in stock at the point in time that you want to hire such Toy. Whether a Toy is in stock at the time you place an order for such Toy will be shown on the Website at such time. Standard of Toys
- We only make Toys available as part of the Service that are in good working order. Toys may have been used by other subscribers to the Service, but in each case we will ensure that the Toys are in good working order prior to delivering any Hired Toys to you. Receiving and exchanging Toys
- Toys can be delivered to your home or work address in England as specified during your order for those Toys (the "Delivery Location").
- We will deliver Toys to the Delivery Location between two and three business days after receiving your order for those Toys. You may have the option, for an additional payment as set out on the Website, to select an expedited delivery during the order process for those Toys.
- If Toys are sent for delivery but cannot be delivered then such Toys will be sent to the nearest Collect Plus or Post Office pick-up location. If such Toys are not collected by you within the time frame made available by Collect Plus or the Post Office (as applicable) then such Toys will be returned to us and your order for those Toys will be cancelled.
- Toys shall remain at our risk until we deliver them to the Delivery Location.
- We may use third party delivery companies to assist us with the delivery of Toys to the Delivery Location but any such third party delivery company is acting on our behalf and your contract remains with us. Returning Toys
You can return Toys to us using one of the following methods:
- you may use the boxes we use to delivery Toys, along with the pre-paid delivery slip, to send those Toys to us via Royal Mail returns or Collect Plus; or
- you may use any other form of packaging that secures and protects those Toys and use any form of delivery method that returns those Toys safely and without damage to the Warehouse.
- Whichever returns method you select under clause 3.15, we recommend that you use a delivery method that allows you to track whether the Toys have been returned and retain a copy of the receipt evidencing that such Toys have been correctly sent to the Warehouse.
- The return of Hired Toys to us is at your risk and such Hired Toys will only be considered returned to us and no longer in your possession once we have received such Toys at the Warehouse. We will notify you via e-mail within a reasonable time of receiving such returned Hired Toys. Availability of the Website
- The Website can be accessed via computers, tablets and smart phones. The Website is designed to be compatible with Chrome, Internet Explorer, Firefox and Safari. You may need to update the software on your device from time to time in order to be able to access the Website. The Website will be available using the latest and previous versions of Windows and Apple's operating systems.
- You are responsible for making all arrangements necessary for you to have access to our Website.
We shall endeavour to provide constant, uninterrupted access to the Website for
exploitation of the Services. However, please note that:
- we may suspend, withdraw, discontinue or change all or any part of our Website without notice;
- the image and sound quality of the content on the Website may vary, whether due to the bandwidth available through and/or speed of your internet connection and telephone line;
- the Services may not be uninterrupted, timely, secure or error-free; and
- from time to time we may need to close the Website and suspend the Services to carry out upgrade and/or maintenance, but, for any significant suspension of the Services via the Website that results in you not having access to Toys, if requested by you, we will refund you, on a pro rata basis, the Charges paid by you for the portion of your Subscription for which the Services were not available.
Purchase of Toys
- Save as set out in clause 4.2 below, the Hired Toys remain our property and we continue to own all legal rights in all Hired Toys.
If you wish to purchase any Hired Toy in your Possession then you can contact us using the
details set out in clause 17. We will notify you of the price at which you can purchase
such Hired Toy from us. If you would like to purchase such Hired Toy at that price, then
you may do so in accordance with the following terms:
- you shall pay to us the full amount of the price quoted;
- upon receipt by us of your full payment, we shall notify you and legal ownership in such Hired Toy will pass to you;
- the Value of such Hired Toy will be added to the Value available for your Subscription; and
- we have a legal duty to supply such Hired Toy in conformity with this Contract.
- Please note that as any Hired Toy that you elect to purchase under clause 4.2 is in your possession prior to you electing to purchase such Hired Toy, the cancellation rights under the Regulations do not apply and you shall have not right to cancel the contract.
- You agree only to access and use the Services for private, non-commercial use.
You shall take good care of all Hired Toys, including complying with all Instructions. We
acknowledge and agree that the use of Hired Toys will result in fair wear and tear. If,
however, any Hired Toys are:
- damaged (other than due to fair wear and tear), then you shall pay to us an amount equal to the diminution in value of such Hired Toys as determined in our reasonable opinion (up to a maximum of the Residual Value of those Hired Toys);
- destroyed or lost, then you shall pay to us an amount equal to the Residual Value of such Hired Toys; and
- if certain parts are not returned, then you shall pay to us an amount equal to the diminution in value of such Hired Toys as determined in our reasonable opinion (up to a maximum of the Residual Value of those Hired Toys).
- You agree to notify us promptly if any Hired Toys are damaged, destroyed or lost.
You agree to use your discretion as to whether a Hired Toy is suitable for a particular
child. In particular:
- you shall not allow any child to play with (or otherwise use) a Hired Toy if they are younger than the recommended age for that Toy; and
- you shall not allow any child to play with (or otherwise use) a Hired Toy without adult supervision.
You acknowledge and agree that:
- we are not the manufacturer of any of the Toys (and are not acting in the capacity of a manufacturer);
- you will read and comply with (and procure that anyone using the Hired Toys complies with) the Instructions for all Hired Toys and any other safety warnings or notices that are issued by us in relation to Hired Toys; and
- if you (or anyone else using the Hired Toys) suffer loss as a result of using the Hired Toys in breach of the Instructions, you accept that we will not be responsible for any such loss.
You agree that you:
- shall not use the Services in any way which might infringe any third party rights, including third party Intellectual Property Rights; and
- shall not use the Services in any way that is contrary to applicable law, rules and regulations.
- You shall set up a user name and password as part of the Order process to access and use the Services. You shall not share your user name and password with anybody or in any way make them accessible to others.
Charges and Payment
Charges Monthly subscription payments
You shall pay the Charges to us for each month during the Subscription Term upfront at the
start of that month in accordance with this clause 6. By way of example only, if the
Contract is formed on 10 January of a year, then:
Half-yearly subscription payments
- the first month of the Subscription shall run from 10 January to 9 February (inclusive) in that year; and
You shall pay the Charges to us for each half-year period during the Subscription Term
upfront at the start of that half-year period in accordance with this clause 6. By way of
example only, if the Contract is formed on 10 January of a year, then:
Yearly subscription payments
- the first half-year of the Subscription shall run from 10 January to 9 July (inclusive) in that year; and
You shall pay the Charges to us for each year during the Subscription Term upfront at the
start of that year in accordance with this clause 6. By way of example only, if the
Contract is formed on 10 January of a year, then:
- the first year of the Subscription shall run from 10 January to 9 January in the following year (inclusive); and
- In addition to our Charges for your Subscription, you are responsible for paying any internet connection or other telecommunication charges (plus any VAT thereon payable) for accessing the Services
- The Charges shall include the price for your Subscription and any applicable VAT.
- If the Charges we state to you for your Order are clearly incorrect then we are not obliged to provide you with a Subscription at that price even if we have accepted your Order. If we notify you of a pricing error, you may continue your Subscription at the correct price or cancel your Subscription without any obligation to us and we shall refund you any monies that you have paid to us in respect of that Subscription.
- We have the right to make changes to the Charges from time to time, although we shall not make any change to the Charges applicable to you during the current Initial Term or Renewal Period (as applicable). If these changes result in an increase in the Charges payable by you, we shall inform you at least 28 days in advance of the change. If you do not agree to pay the increased Charges, you may terminate your Subscription in accordance with clause 10.3. Payment
- You shall pay the Charges by MasterCard, Visa, Amex or other payment methods set out in the Order process (the "Payment Methods"). You confirm that the card or bank account which is being used is yours, or that you have the authorisation of the card holder to use it.
- You authorise us to take payments from the card chosen by you on a recurring monthly basis, for the duration of the Subscription Term, including for any additional amounts (including any VAT or other taxes and late fees, as applicable) that may be accrued by or in connection with your Subscription in accordance with these Terms. Special Offers and Promotions
- From time to time, we may inform you of special offers on the Website or by email (the "Offers"). The Offers may have minimum subscription terms, payment terms, termination terms or other terms which are different to the equivalent provisions set out in these Terms (the "Offer-Specific Terms").
- Where an Offer applies to your Order, the Offer-specific Terms applicable to that Offer will apply to your Subscription in addition to these Terms. Any Offer-specific Terms will be stated on the Offer and set out in your Order.
- We may, from time to time, make available ‘refer-a-friend’ or similar promotional schemes on the Website or by email. Such promotional schemes will be governed by separate terms applicable to that promotional scheme. The separate terms will be set out on the Website or in any email promoting the promotional scheme.
- You shall pay the Charges to us for each month during the Subscription Term upfront at the start of that month in accordance with this clause 6. By way of example only, if the Contract is formed on 10 January of a year, then:
This clause 7 relates to your rights under the Regulations to cancel your Subscription and receive a refund. You can obtain advice about your right to cancel your Subscription from your local Citizens' Advice Bureau or Trading Standards Office.
- Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the "Regulations") you have the right to cancel your Subscription, for any reason, no later than the end of 14 days after the day on which the Contract is entered into (the "Cooling-off Period").
- If you wish to exercise your right to cancel in accordance with clause 7.1, you must contact us to let us know that you are doing so. You may do this through the Website or by emailing us at [email protected] or by making any other clear statement to us setting out your decision to cancel the Contract. We will send you an acknowledgement of receipt by email.
- If you exercise your right to cancel this Contract in accordance with clause 7.1, this Contract will come to an end and, save as set out in clauses 7.4 and 7.5, we will reimburse to you all payments received from you for your Subscription. We will make this reimbursement no later than 14 days after the day on which we are informed about your decision to cancel this Contract. We will make the reimbursement using the same means of payment you use to pay for your Subscription, unless you expressly agree otherwise.
- If you use the Service during the Cooling-off Period then we shall deduct from the amount to be reimbursed to you an amount to reflect the supply of the Service for the period in which it is supplied, ending with the time when you have informed us of your decision to cancel the contract, provided that you have complied with clause 7.5.
- If you elect to cancel the Contract under this clause 7, then you must send the Hired Toys back to us without undue delay. If you fail to do this, we are entitled to deduct from the amount to be reimbursed to you under clause 7.4 an amount to reflect the additional days that such Toys remain in your possession.
- The Hired Toys can be returned using one of the methods set out in clause 3.15.
Our Right to Vary These Terms
We may amend or add to these Terms as they apply to your Subscription during the Initial
Term or Renewal Period (as applicable) for security, legal or regulatory reasons, provided
- we shall notify you at least two days in advance of such amendment or addition; and
- we will not use this right to vary the price or the main rights granted to you under these Terms.
We may also need to revise the Terms from time to time for reasons other than as set out
in clause 8.1. If that is the case:
- we shall provide you with at least seven days' notice in advance of such revision;
- such revision shall take effect at the start of the next following Renewal Period; and
- if you are dissatisfied with such revision, you may terminate your Subscription in accordance with the process set out in clause 10.3.
- We may amend or add to these Terms as they apply to your Subscription during the Initial Term or Renewal Period (as applicable) for security, legal or regulatory reasons, provided that:
Return of Hired Toys on Termination
Unless otherwise stated, any termination of this Contract shall not be effective until all
Hired Toys have either been returned to us by you or purchased by you under clause 4. If,
on the date that the Contract is due to terminate, you have not returned or purchased all
Hired Toys then:
- this Contract shall continue (save that you are not entitled to hire any further Toys);
- we shall take payment from you for any Charges that become due. We shall, however, pay you a pro-rata refund to reflect any proportion of the Charges prepaid for the period falling after all Hired Toys have been returned or purchased; and
- if you have not returned or purchased all Hired Toys by the end of the Renewal Period following the date this Contract would otherwise have terminated, then you shall be deemed to have elected to purchase such Hired Toys still in your possession for the Residual Value of those Hired Toys and we shall take payment from you accordingly.
- Unless otherwise stated, any termination of this Contract shall not be effective until all Hired Toys have either been returned to us by you or purchased by you under clause 4. If, on the date that the Contract is due to terminate, you have not returned or purchased all Hired Toys then:
Terms and Termination
- Unless otherwise terminated or cancelled in accordance with these Terms, your Subscription will last for the Initial Term.
Your Subscription will automatically renew at the end of the Initial Term for a further
period equal to that of the Initial Term and shall continue to renew for successive
periods equal to the Initial Term (each such period, a
"Renewal Period"). By
). By way of example:
- if you Subscribe on 25 January and purchase a monthly Subscription whereby you pay the Charges to us monthly, the Initial Term is 25 January to 24 February (inclusive) and Renewal Periods shall run from the 25th of one month to the 24th of the next month (inclusive), save that if you Subscribe on a date that does not have an equivalent in another month then your Subscription will automatically renew on the next following available business day for that month (by way of example, if you Subscribe on 31 January then automatic renewal shall occur on the first business day on and from 1 March);
- ifyou Subscribe on 25 January and purchase a half-yearly Subscription whereby you pay the Charges to us on a half-yearly basis, the Initial Term is 25 January to 24 July (inclusive) and Renewal Periods shall run from the 25th of one month to the 24th of the month that falls six months later (inclusive), save that if you Subscribe on a date that does not have an equivalent in the month which falls six months later then your Subscription will automatically renew on the next following available business day for that month (by way of example, if you Subscribe on 31 August then automatic renewal shall occur on the first business day on and from 1 March);
- f you Subscribe on 25 January and purchase a yearly Subscription whereby you pay the Charges to us on a yearly basis, the Initial Term is 25 January to 24 January of the following year (inclusive) and Renewal Periods shall run from the 25th of the month to the 24th of the month that falls one year later (inclusive).
- You may terminate your Subscription by logging in and going to the "My Account" "My Account" page on the Website and clicking on the "Cancel Plan" button or by sending an email to [email protected] Your Subscription will be cancelled from the end of the Initial Term or Renewal Period (as applicable) during which you cancelled your Subscription, provided all Hired Toys have been returned or purchased as set out in clause 9. For the avoidance of doubt, if you have purchased a half-yearly or a yearly subscription and you terminate your Subscription during the middle of the Initial Term or Renewal Period, your subscription will continue to the end of the Initial Term or such Renewal Period, upon expiry of which your Subscription will then end. Save for your right to cancel as set out in clause 7, you will not be entitled to cancel the Subscription and claim a refund part way through the Initial Term or Renewal Period in which you terminate the Subscription. Suspension and termination by us
- We shall terminate your Subscription at any time with immediate effect without refunding or compensating you by giving written notice to you if we cannot process the Charges due from you using the payment details you provided.
We may, at our option, suspend access to the Services or terminate your Subscription at
any time with immediate effect without refunding or compensating you by giving written
notice to you if:
- you breach these Terms (save for non-payment which shall be dealt with under in clause 10.4), although for non-serious breaches we will first give you an opportunity to put things right which you will need to do within seven days; or
- we reasonably believe that your use of the Services is infringing or is likely to infringe any third party rights or you are in any other way committing fraudulent activity in the use of the Services.
- We may also suspend or terminate your Subscription at any time with immediate effect if we cannot provided the Services to you due to technical or operational reasons outside of our control. In these circumstances, we shall refund you, on a pro rata basis, the Charges paid by you that are for the portion of your Subscription remaining after termination of your Subscription occurs.
- We may cancel your Subscription at the end of the then current Initial Term or Renewal Period by notifying you accordingly.
- If we terminate your Subscription in accordance with clauses 10.4 to 10.7 (inclusive), then you must return the Hired Toys without undue delay (save for any you elect to purchase under clause 4). If you have failed to return such Hired Toys within 14 days of the date of termination then you shall owe to us the aggregate Residual Value of those Hired Toys and we shall take payment from you accordingly.
Consequences of Termination
- If you notify us that you wish to terminate your Subscription, then from the date one month before the termination takes effect in accordance with these Terms, you will not be entitled to hire any further Toys.
On expiry or termination of your Subscription for any reason:
- you shall immediately pay to us all outstanding unpaid Charges; and
- your access to the Services will be revoked.
- We shall pay any refund due from us to you on termination of your Subscription no later than 30 days from the date of termination. We shall pay such refund using the Payment Method you selected when you placed your order.
Children and Young People
- The Services are only available to users who are 18 years or older.
Intellectual Property Rights
- As between you and us, we are the owners or licence holders of the Intellectual Property Rights in the Services. You acknowledge and agree that nothing in these Terms or in an Order shall be construed so as to transfer any Intellectual Property Rights in the Services to you.
Limitation of Liability
- If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into these Terms.
We do not exclude or limit our liability for:
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation; or
- any implied warranties, remedies or other liabilities not permitted to be excluded or limited under sections 31 and 57 of the Consumer Rights Act 2015.
- You agree that you shall be responsible to us and our Affiliates for any losses that we or our Affiliates suffer as a consequence of any breach by you of these Terms.
- Save as set out in clause 14.2, our aggregate liability to you in respect of any loss or damage suffered and arising out of or in connection with these Terms, whether in contract, tort (including negligence) or for breach of statutory duty, or in any other way, shall not exceed the amount of the Charges paid by you to us under this Contract.
We only supply the Services for domestic and private use. If you use the Services for any
commercial, business or re-sale purposes then:
- you will be in breach of these Terms; and
- we will have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity.
- This clause 14 shall survive termination or expiry of these Terms.
- From time to time, we (or selected third parties) may include votes, competitions, promotions or other offers on the Website. Each such offer shall be governed by its own express terms.
Events Outside Our Control
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control.
If an Event Outside Our Control takes place that affects the performance of our
obligations under these Terms:
- we will attempt to contact you as soon as reasonably possible to notify you; and
- our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
- Either we or you may terminate the contract if an Event Outside Our Control affects the performance of our obligations under these Terms for 15 days. If we exercise this right of termination, we shall refund you on a pro rata basis, the Charges paid by you that are for the portion of your Subscription remaining after termination of your Subscription occurs.
Communications Between Us
- When we refer in these Terms to "in writing", this will include e-mail.
- Our place of business is Unit 7 Manor Way, Mudlands Industrial Estate, Rainham RM13 8RH, United Kingdom. Our VAT number is 294 3295 73. Our registered office is Unit 7 Manor Way, Mudlands Industrial Estate, Rainham RM13 8RH, United Kingdom.
- You may contact us by emailing us at [email protected].
- If we need to contact you, we will do so via email. Emails will be deemed to have been delivered on the day that they are sent to you, provided we have not received a failed delivery notice (in which case we will send a notice via your account and they'll be deemed sent the day after they appear). We will send emails to you using the email address that you provided to us so please make sure you keep us updated with any changes to your email address.
- If you wish to have more information on online dispute resolution, please follow this link to the website of the European Commission: http://ec.europa.eu/consumers/odr/. This link is provided as required by Regulation (EU) No 524/2013 of the European Parliament and of the Council, for information purposes only. We are not obliged to participate in online dispute resolution.
- You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
- We may transfer our rights and obligations under these Terms in whole or in part at any time to any third party (a "New Service Provider") without your consent in accordance with clause 18.3 below.
We shall only transfer our rights and obligations to a New Service Provider provided that
it does not materially affect your rights or enjoyment of the Service and, in the event
that we transfer our rights and obligations to a New Service Provider:
- we shall give you advance written notice of such transfer;
- the Terms shall remain in full force and effect as if you had entered into the Subscription with the New Service Provider as opposed to us; and
- all your rights arising from these Terms shall be enforceable against the New Service Provider.
Other Important Terms
- These Terms are made between you and us and no other person other than our Affiliates shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
- Each clause of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
- If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Governing Law and Jurisdiction
- These Terms are governed by English law. This means that your access to and use of the Services, and any dispute or claim arising out of or in connection therewith (including non-contractual disputes or claims) will be governed by English law.
- You can bring proceedings in respect of these Terms in the English courts. However, as a consumer, if you live in another European Union member state you can bring legal proceedings in respect of these Terms in either the English courts or the courts of that member state.
As a consumer, if you are resident in the European Union and we direct the Services to the member state in which you are resident, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms, including clause 20.1, affects your rights as a consumer to rely on such mandatory provisions of local law.
Terms last updated 04 August 2020