Terms & Conditions

Effective date, 24/5/2023

1. WHO WE ARE AND HOW TO CONTACT US
MakeWell Europe Ltd. (hereinafter referred to as "Seller/We/Us”) provides a Website, and various Website functionalities and allows its website visitors/customers/clients (hereinafter referred to as “You”) to purchase goods and/or services via different methods, including by ordering on the Website, by email, or by phone.

HOW TO CONTACT US
Business Name: MakeWell Europe Ltd
Website for the UK: www.makewellnutrition.co.uk
Website for the EU: www.makewellforyou.eu
Business Address: 4th Floor Silverstream House, 45 Fitzroy Street, London, England, W1T 6EB
Business Phone number: + 44 (0)20 4530 9526
Business email for the EU: hello@makewellforyou.eu
Business email for the UK: hello@makewellnutrition.co.uk


2. WHEN DO THESE TERMS AND CONDITIONS APPLY?
When you access or use our Website (www.makewellnutrition.co.uk or hello@makewellnutrition.co.uk) or its different features and when you purchase goods or services from Us via the methods described in these Terms, You agree to be bound by these Terms and Conditions (hereinafter referred to as “Terms”).

You agree that these Terms govern the entire contractual relationship between You and Us and you cannot make any amendments to these Terms.

Subject to mandatory limitations and your rights under applicable laws, these Terms apply to the sale of goods and services to You.


3. ELECTRONIC COMMUNICATIONS
In the context of the entire contractual relationship between Us and You, you agree that all legally-binding agreements, disclosures, notices and similar notification we send you electronically meets any legal requirements that require communications to be in writing. This shall not apply in the event that applicable laws or regulations specifically require a different type of communication.


4. DEFINITIONS
“Customers/You” means any individual that enters into a contractual agreement with Us for the provision of our Goods and Services for any use other than commercial use. This includes the purchase of goods and services for personal use.

“Business Client“ means any entity that purchases goods from Us for commercial use purposes,
“Law” means all applicable laws, regulations, and rules.
“Goods” means any Item purchased via our Website or via any other means as described in these Terms,
“Service” means any services provisioned by Us to the Customer/Business Client in the course of our contractual relationship,
MakeWell Europe Ltd.”, “We”, “Us”, and “Seller” mean MakeWell Europe Ltd. as defined in Section 1.
MakeWell Europe Ltd.'', “Marks“ or “Works“ means Our company name, logos, Goods, service names, trademarks, trade names, and copyrights over all creative work.
“Order” means your expressed intention to purchase Goods/services from Us.
“Price” means the total amount due for the purchase of Goods/services, denominated in Pound Sterling,
Purchase on account” means the payment method described in Section 9.
“Seller” means MakeWell Europe Ltd., also referred to as “Us”, or “We” throughout these Terms,
“User” means any individual who visits and/or interacts with our Website
“VAT” means the tax applied to the purchase price of the Goods within the UK.
“Terms” mean tall terms and conditions contained in this document.
“Website” means: www.makewellnutrition.co.uk and www.makewellforyou.eu


5. ORDERING OF GOODS AND ACCEPTANCE OF ORDERS
WHAT CONSTITUTES AN ORDER
All information contained on our Website is an invitation to treat only and does not constitute a binding offer or unilateral contract.

You agree that your order constitutes an offer to buy products/services from Us, subject to these Terms.

You can place an order via the following means:
Website: You may place an order by filling out the online order form provided on Our Online Shop. By selecting goods/services, passing them through the ordering process, and then making the payment, You complete Your Order for the purchase of selected goods/services from Us.

If you are a business client, you can also place an order via the following methods:
Phone: You can also place an order for the purchase of goods and services via phone. Your order will be confirmed once an email containing all your order details is sent to your email address.
Email: You can also submit an order via email at:
Business email for the EU: hello@makewellforyou.eu
Business email for the UK: hello@makewellnutrition.co.uk

WHEN WE CAN REJECT YOUR ORDER
You acknowledge that We may refuse to fulfill your order at our discretion subject to applicable legal limitations.

For example, we may not accept your order in the following circumstances:
If goods you ordered are not available in stock or incorrectly priced,

If we are unable to authorise and complete your payment;

In the event that you order particular goods in multiple quantities and such goods cannot be shipped to one single customer/client or to a delivery address.

If there are shipping restrictions preventing the delivery of goods to the delivery address,

If the delivery address you provided when you placed an order is the address of an entity or individual providing freight forwarding services; or

If the delivery address you have inputted is not a valid shipping address.


6. BINDING AGREEMENT BETWEEN US AND THE CUSTOMER
An agreement is formed between Us and You when one of the following conditions is met:

Confirmation Email: When We send an order confirmation email containing your order details and confirmation that ordered goods are dispatched via email.

Terms governing the sales agreements between Us and You will be included in the order confirmation email sent to You.

If You have a customer account on Our website, you will be able to access Your previous order details via your account.

Before You submit Your Order, all information You input in the Order Form, such as a delivery address, your email, and your payment details, will be displayed and You are responsible to ensure the accuracy of the information You provide.

You acknowledge that You bear full responsibility to check your email and your spam box to ensure that You receive your order confirmation email.


7. PRICING
Unless specified to the contrary in the product descriptions or on the checkout page, all prices displayed on our Website include statutory value-added tax (VAT) and other taxes payable under applicable laws.

All delivery charges, dispatch costs, or other types of extra charges are specified in product descriptions and are prominently displayed on the order and checkout pages.

You can make payment using any of the methods We provide.

INCORRECT PRICE INFORMATION
In the event that the price of certain goods displayed on our Website is lower than the correct price, You will be provided with one of the following options:

We will confirm with You if you would like to purchase the product in its correct amount before it is dispatched or,

We will allow You to cancel Your order.

PRICE CHANGES
We may change the prices of all goods and services without notice.

When orders are delivered to countries outside of the EU or the UK, you are liable for all additional customs duties, taxes, and any additional import charges.


8. PAYMENT TERMS
We can add/change/remove payment methods at any time without notice.

Our Website accepts payment in the currency specified for the country in which your selected delivery address is located.

You hereby guarantee that the credit/debit card You used is Yours and that all details You provided are accurate.

We hereby reject any liability for additional which may be imposed by your card issuer or bank when placing Your Order.

If the currency on Our Website is different from the currency in which your card is denominated, the final price may be subject to change. As the final price is calculated by your card issuer, bank, or your payment provider, We disclaim any and all liability for the final price paid by You.


9. PAYMENT BY PURCHASE-ON-ACCOUNT METHOD
Our Business Clients who purchase goods for commercial purposes may order goods via the “Purchase-on-Account” method.

With this payment method, Our Business Clients can submit an order via email. Furthermore, Business Clients can also submit an Order via phone or on our Website.

In this method, the amount will be due when the Business Client receives the invoice or when the goods are delivered, whichever is earlier, subject to a different agreement between the parties.

Business Client shall pay the invoiced amount within 7 days upon receipt of the invoice or delivery of ordered goods. In case of late payment, the default interest rate under applicable law shall apply.

We may, in our sole discretion, limit the order volume for the “Purchase-on Account“ method.

If this occurs, We will notify Our Business Client of such limitations.


10. AVAILABILITY
While we do our best to keep available information for goods updated, ordered goods may not be available. In such cases, you will not be charged for such orders and any payment You made will be refunded.


11. DELIVERY AND SHIPMENT
TITLE AND RISK
Once You or Your designated representative receives the Ordered goods, all risk of damage to, or loss of, the Goods shall pass to you.

We do not accept any responsibility in the event that the delivery address is incorrect or incomplete.

Changes to the shipping address are not allowed after your order has been placed.

DELIVERY PERIOD
We aim to fulfil Your Order and deliver the Goods to the delivery address by the delivery date specified in the order confirmation form or, if no estimated delivery date is specified, then within 5 working days from the date of the Order Confirmation.

In the event that we fail to deliver the goods by this time, You may cancel Your Order and You will be entitled to a refund for any payment You made.

We endeavour to start processing orders on the same day they are submitted if they are placed before 12pm from Monday to Friday. Any orders submitted after 12pm on Friday will be handled on the following Monday.

SHIPPING METHODS AND PRICES
You can choose one of the following shipping methods when placing an order in the UK:

Standard Shipping
We offer standard shipping with Evri.
For orders up to £75.00, a standard shipping rate of £2.90 per parcel will be added at the checkout.
Orders over £75.00 qualify for free standard shipping.

Express Shipping
We offer express shipping with Evri.
For orders up to £200, we offer express shipping for £5.90.
For any orders over £200, we offer free express shipping.



12. OUR LIABILITY AGAINST CUSTOMERS

This section applies to the sale of goods to Customers, not Our Business Clients.

OUR LIABILITY
We are liable to you for any foreseeable damage or loss You incur as a result of our actions or our negligence.

If We fail to comply with our contractual obligations as set out in these Terms, We shall be held liable for loss or damage You incur, to the extent that they are foreseeable.

Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

We disclaim all liability for the following:
Any business loss (including loss of profits, revenue, contracts, goodwill or wasted expenditure),

Any indirect or consequential losses that were not foreseeable to both You and Us when We enter into a contractual relationship.

EXCLUSION OF LIABILITY
Nothing in these Terms shall limit or exclude our liability for the following:
Fraud or fraudulent misrepresentation; or

Death or personal injury caused by our negligence;

Any other matter for which it would be unlawful under the applicable law for us to exclude or limit our liability.

WARRANTIES
Subject to applicable laws and regulations, all goods, information, and description are provided on an as-is basis on Our website without any express or implied warranties.

We warrant to You that all goods purchased by You:
Comply with the description provided on our Website and possess the qualities that we have claimed in product descriptions

Are fit for the purposes for which they are normally used,

Satisfies the quality and performance criteria that are normal in such goods and which are reasonable to be expected of such goods.


13. OUR LIABILITY AGAINST BUSINESS CLIENTS
This section applies to Our Business Clients as defined in section 4.

Subject to applicable laws and regulations, all goods, information, and description are provided on an as-is basis on Our website without any express or implied warranties.

Business Clients cannot bring any claims for non-material defects that do not affect the Ordered Goods’ fitness for purpose so long as they are of satisfactory quality.

The Business Client shall be deemed to have accepted the delivered Goods 48 hours after the delivery. The Client is responsible to perform an inspection of the Goods within this 48-hour period and shall notify Us via email within 5 working days following the delivery of the goods of any defect which may be discovered through a reasonable examination.

We are not responsible for any late delivery unless it arises as a result of our gross negligence.

We are responsible to Our Business Clients for any foreseeable losses or damages They incur if these losses or damages arise as a result of a material breach of Our contractual obligations or of Our gross negligence.

In any event, our financial liability is capped at the amount paid by our Business Client for the specific Order.

We shall not be held liable for any consequential or indirect losses.

We shall not be held liable for any ​​loss of profits, revenue, or anticipated savings.


14. NOTICE ABOUT PRODUCT DESCRIPTIONS
While We do our best to ensure that all product descriptions on our Website are accurate, the content of information on actual product packages and materials may differ from that displayed on our Website.

Please be noted that all information related to the goods provided on our Website is for information purposes only.

We advise you to always thoroughly read labels, warnings, and instructions provided along with the goods themselves before you use the goods.


15. HEALTH DISCLAIMER
Information provided on Our Website does not constitute medical or healthcare advice and cannot and should not be used for medical diagnosis or treatment. Furthermore, it is not intended to substitute any professional advice.


16. REFUND AND CANCELLATION RIGHTS FOR CUSTOMERS
This section only applies to individual customers, not our business clients.

Your right to cancel within 14 days
You are entitled to cancel Your Order without having to provide any reason within 14 days after You receive Your Order confirmation.

You can cancel Your Order by using the following contact details:
MakeWell Europe Ltd.
4th Floor Silverstream House, 45 Fitzroy Street, London, England, W1T 6EB
Tel.: +44 (0)20 4530 9526
E-Mail: hello@makewellnutrition.co.uk (e.g. a letter sent by post or e-mail)

You must return the goods to Us within 30 days following the Order confirmation.

What goods are excluded from your right of cancellation
You cannot exercise your right to cancellation if any of the following apply:

Items that have been made to your specifications or clearly personalised.

Sealed goods that are not suitable for return for health protection and hygiene reasons.

Goods that are sealed or shrink-wrapped can only be returned if they have material defects. The burden of proof for such defects is on the customers.

Effects of cancellation
After you exercise your right to cancel, we will refund You all payments for the Goods received from You, excluding delivery charges or other similar expenses.

You will be refunded within 14 days after We receive Your request for cancellation.

We reserve the right to withhold a refund until the delivered Goods are returned to Us.

You will bear the direct cost of returning the goods.

If You cancel Your order due to a defect in goods, We will bear the direct delivery costs.

Refund amount after cancellation
You should not damage Goods and You should avoid removing any labels.

If your handling of delivered goods results in diminishing the value of Goods, We reserve the right to deduct the diminished amount from the refund amount.

You should act with reasonable care when returning goods.


17. REFUND AND CANCELLATION RIGHTS FOR BUSINESS CLIENTS
Business Clients cannot cancel their order or request for refund if the goods delivered do not have a material defect that makes them unsuitable for the purpose for which they are purchased or they do not fulfil ordinary quality and fitness standards expected of similar goods.

The Business Client shall be deemed to have accepted the delivered Goods 48 hours after the delivery. The Client is responsible to perform an inspection of the Goods within this 48-hour period and shall notify Us via email within 5 working days following the delivery of the goods of any defect which may be discovered through a reasonable examination.

If the business client fails to raise any objections within this timeframe, ıt cannot submit a request for cancellation or refund afterward.

Specifically, we cannot accept cancellation requests for the following:

Items that have been made to your specifications or clearly personalised.

Sealed goods that are not suitable for return for health protection and hygiene reasons.


18. EVENTS OUTSIDE OF OUR CONTROL
We will not be held liable for any non-performance of our contractual obligations under these Terms if this non-performance is caused by events outside of Our control.

Such events cover any act, accident, or event that is beyond our control and they include, but are not limited to:

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 disasters.

The acts, decrees, legislation, regulations, or restrictions of any government.


19. OBLIGATIONS OF OUR CUSTOMERS AND OUR BUSINESS CLIENTS
You warrant that in accessing and using our Website and purchasing and using our Goods, You will:

not use any promotional or advertising material or be involved in any rebranding activities such as white labelling in relation to the Goods without the prior written consent of Us. If such consent is given, You shall observe all directions and instructions given to it by MakeWell in relation to the promotion and advertisement of the goods

Comply with all the laws and regulations applicable and not infringe the rights of third parties or public order.


20. PROHIBITED ACTIVITIES
You hereby agree that You will not be involved in any activities that may damage our Website, our brand, or that may cause Us financial, legal or reputational harm, including but not limited to:

Using our website or its features or content for any unlawful purpose,

Encouraging others to perform any unlawful acts,

To violate Intellectual Property Rights, whether our IP rights or that of others,

To submit false, incomplete, or misleading information,

To interfere with or circumvent the security features we put in place,

attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of our Services, including our IP rights.


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1. INTELLECTUAL PROPERTY RIGHTS NOTICE
All Content, Services, and materials on our Website remain Our property.

You are prohibited from carrying out any of the following activities:

(a) Reverse engineer or attempt to extract the source code of our Website except when it is allowed under law;

(b) Licence, sublicense, copy, modify, distribute, create, sell, resell, transfer, or lease any part of Content contained on our Website or our website itself;

(c) create or register any (i) businesses, (ii) URLs, (iii) domain names, (iv) software application names or titles, or (v) social media handles or profiles that include Company Names, Marks, Works or any confusingly or substantially similar mark, name, title, or work;

(d) use Our business Names, Trademarks, or other creative works as your social media profile picture or wallpaper;

(e) Buy keywords (including, but not limited to Google AdWords) that consists of any of our business Names, Marks, or Works; or

(f) apply to register, reference, use, copy, and/or claim ownership in Our Business Names, Marks, or Works, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes. This covers situations where you carry out these activities separately or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works. This prohibition shall be subject to the limited license You have been granted.


22. DISCLAIMER OR ACCURACY OF CONTENT ON OUR WEBSITE AND SOCIAL MEDIA PAGES
We do not provide any guarantee that information displayed on Our Website or on our social media pages is accurate.

By accessing and using Our Website, You agree that We cannot be held liable for any inaccuracies or errors contained on Our Website or Our content.


23. INDEMNIFICATION
This section applies to our Business Clients.

Business Client(“Indemnifying Party”), as defined in section 3, shall indemnify Us, our directors, employees, and service providers(“Indemnified Party”) against all claims, causes of action, damages, losses, liabilities, and expenses, including attorney fees, brought forward by customers if such claims are in connection with the breach of Business Client’s breach of its contractual obligations, its warranties or representations.


24. WAIVER
Failure to exercise Our Rights and available remedies under these Terms and under applicable laws shall not constitute waiver of such rights and remedies.


25. CHANGES TO THESE TERMS AND CONDITIONS
We reserve the right to make changes to these Terms at our sole discretion. You will be subject to the Terms at the moment You place Your order.


26. ENTIRE AGREEMENT
This Agreement constitutes the complete and exclusive agreement between the parties. It supersedes all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to this subject matter.


27. DISPUTE RESOLUTION
The access to and use of Our Website, purchase of goods and these Terms shall be governed by the laws of England and Wales.

Any dispute arising out of or in relation to Our Website, purchase of goods, or these Terms shall be subject to the non-exclusive jurisdiction of the Courts of England and Wales.

 

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