1. Who we are

1.1 This service is operated by 2buy2.com Limited (“we”, “us” or “our”). We are a company registered in England and Wales under company number 06925506 and have our registered office at c/o Pencoed Technology Centre, Pencoed Technology Centre Pencoed Technology Park, Pencoed, Bridgend, Mid Glamorgan, CF35 5HZ. References to us in these terms also includes our group companies from time to time.

1.2 We own the website at www.2buy2.com and all associated web pages, mobile applications or other software applications (together the “Site”).

2. These terms and conditions

2.1 These terms and conditions, together with any other documents or policies referred to in them (together the “T&Cs”), relate to the services and materials we make available to the customers listed in clause 2.2 below. Our services and materials (together our “Services”) are described more fully in clause 5 below.

2.2 These T&Cs apply to the following customers (“Customer(s)”, “you” or “your”):

  • 2.2.1 organizations whose main purpose is to meet for, carry out and, if applicable, provide a place for religious worship along with and including any ancillary facilities and services that support that main purpose (“Churches”);
  • 2.2.2 charities that are registered with the Charity Commission for England and Wales or the Office of the Scottish Charity Regulator or the Charity Commission for Northern Ireland (“Registered Charities”);
  • 2.2.3 organisations which are not registered with any of the charity commissions or offices listed in clause 2.2.2 but which are nonetheless recognized by custom, historic convention and/or statute as being charities (if you are uncertain whether you or your organisation fall into this category, or if you have any questions, please contact us by post or email to the addresses at www.2buy2.com/contact) (“Unregistered Charities”);
  • 2.2.4 any educational institution registered on edubase at www.education.gov.uk/edubase, or registered at https://www.scotland.gov.uk/Topics/Statistics/Browse/School-Education or registered at athttps://apps.education-ni.gov.uk/appinstitutes/default.aspx (“Schools”); and
  • 2.2.5 any for-profit or social enterprise organization not falling within clauses 2.2.1 to 2.2.4 above (“Businesses”).

2.3 We shall have final say as to whether an organisation constitutes an Unregistered Charity under clause 2.2.3.

2.4 Provided you are a Customer, and subject to your compliance with these T&Cs, we hereby grant to you a non-transferable, non-exclusive, revocable licence to use the Site and the Services to the extent necessary for you to receive the benefit of them in accordance with these T&Cs.

2.5 Your use of the Site and the Services is also subject to our Privacy and Cookie Policy available at www.2buy2.com/privacy-policy (our “Privacy Policy”). If there is any conflict between these T&Cs and our Privacy Policy, these T&Cs shall take precedence.

2.6 By accessing or using our Site or purchasing Services from us you agree to be legally bound by, and comply with, these T&Cs and our Privacy Policy, as applicable. If you do not agree with or accept any of these terms, you should stop using the Site and our Services immediately. If you have any questions about our T&Cs please let us know as soon as possible using the contact details above.

2.7 We may update these T&Cs from time to time in accordance with clause 14 below.

3. Using the Site and restrictions on use

3.1 We permit you to use the Site and the Services only in accordance with the T&Cs (and any documents referred to here). Use of the Site or the Services in any other way, including in contravention of any restriction on use set out in these T&Cs, is not permitted. If you do not agree with the applicable terms you may not use the Site or the Services.

3.2 You agree that you are solely responsible for all costs and expenses you may incur in relation to your use of the Site.

3.3 The Site is intended for use only by those who can access it from within the UK. If you choose to access the Site from locations outside the UK, you are responsible for compliance with local laws where they are applicable.

3.4 As a condition of your use of the Site, you agree:

  • 3.4.1 not to use the Site to carry out or promote any activity that is unlawful in any way under any applicable law; and
  • 3.4.2 not to use the site for any purpose that is prohibited by these terms of use.

3.5 In addition, your right to use the Site does not permit you to attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the underlying software (or any part of it) that is used in or to provide the Site, or to observe, study or test the functioning of the underlying software (or any part of it) that is used in or to provide the Site, except and only to the extent that such restrictions are prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988.

3.6 We may prevent or suspend your access to the Site or the Services if you do not comply with any part of these Website terms of use, any terms or policies to which they refer, or any applicable law.

4. Accounts and account information

4.1 In order to use certain features of the Site or access certain Services you may be required to create and manage an account on the Site (an “Account”). Accounts may be created on the Site by you choosing, or being provided with, a user identification code, password or other piece(s) of information as part of our security procedures (“Account Information”) to set up and manage your Account.

4.2 You agree that you are solely responsible for keeping your Account Information confidential. If you know of or suspect any unauthorised use of your Account Information you must promptly notify us by email to webmaster@2buy2.com.

4.3 You acknowledge and agree that you are responsible for all activity carried out on the Site through your Account, and that you will be liable to us for any reasonable costs and expenses incurred by us as a result of any breach of these T&Cs committed through your account.

4.4 If you open an Account, you represent and warrant that you are authorised to grant all rights and licences provided for in these T&Cs and to bind the Customer to these T&Cs accordingly, including all obligations set out in them.

4.5 We reserve the right to monitor Account usage for the purpose of (among others) ensuring compliance with these T&Cs. We may also instruct third parties to conduct such monitoring on our behalf. If any monitoring reveals that any Account Information has been wrongfully used or disclosed in breach of these T&Cs, we reserve the right, in our sole discretion and without delay, to disable your Account and restrict your access to the Site or the Services.

4.6 We may allow you to open subsidiary accounts (“Supplier Accounts”) within your Account, for example so you can contract directly with suppliers. If you open a Supplier Account you will be fully responsible for all transactions entered into or conducted through your Supplier Account and we shall have no liability in respect of such transactions.

4.7 Subject to clause 4.6 above, we may from time to time provide customer services support to you in accordance with these terms (including clause 5.2.1) to help you try to resolve difficulties with suppliers, including difficulties arising under Supplier Account transactions.

5. Our Services

5.1 We make the Services available on a subscription basis in accordance with clause 6 below.

5.2 Services provided through the Site include:

  • 5.2.1 customer service and support telephone helpline, available at 03333 201 015 between 9am and 5pm Monday to Friday (excluding bank holidays);
  • 5.2.2 general procurement advice available through the Site and by telephone, see www.2buy2.com/procurement-advice for details and applicable terms;
  • 5.2.3 subject to clauses 5.5, 5.6 and 5.7, access to a wide variety of goods and services covered by ‘Framework Contracts’ giving access to the applicable third party suppliers’ goods and/or services at discounted prices and on vetted contractual terms; and
  • 5.2.4 other Services which we may make available on or through the Site from time to time in accordance with these T&Cs.

5.3 Full details of our Services are available at www.2buy2.com/charity/our-solutions. Our Services may change from time to time so please check the above link to make sure you are aware of the Services we offer.

5.4 The general procurement advice services available under clause 5.2.2 are subject to reasonable usage by you. If we consider that your use of such services is or is likely to become excessive we will notify you and discuss your options with you. Any dispute as to whether or not your use is excessive will be ultimately decided by us acting in our own reasonable discretion.

5.5 Where the Services include giving access to third party suppliers’ goods and/or services under clause 5.2.3 you agree that we shall be acting as your agent for the purposes of procuring such access, however our role shall be limited to:

    • 5.5.1 making introductions to such third party suppliers; and
    • 5.5.2 providing copies of the applicable vetted contractual terms, and any contract which is subsequently negotiated and/or entered into between you and such a third party supplier shall be a separate matter as between you and them and we shall not, nor shall we have any authority under these T&Cs to:
    • 5.5.3 obtain orders from; or
    • 5.5.4 negotiate, enter into or conclude contracts with, any such third party supplier on your behalf.

5.6 We shall ensure that all of our third party suppliers have satisfied applicable tender terms and conditions (copies of which we can provide on request), however an introduction to a third party supplier in accordance with these T&Cs does not otherwise imply any endorsement on our part of such supplier or their goods or services and should not be relied on as such. If you have any concerns about a particular introduction we recommend you obtain appropriate professional or specialist advice before you take, or refrain from taking, any action following an introduction made in accordance with these T&Cs. Please be aware that we are not qualified to provide professional technical, accounting or legal advice.

5.7 The ‘Framework Contracts’ referred to in clause 5.2.3 may be subject to additional criteria. For example:

      • 5.7.1 if you are a public ‘contracting authority’ as defined in the Public Contract Regulations 2015 (as amended, extended, re-enacted or consolidated from time to time) (“PCR 2015”), or in any subordinate legislation made thereunder from time to time, you may be legally required to use certain third-party framework contracts that are awarded in accordance with the requirements of the PCR 2015 and accessible through our buying groups; and
      • 5.7.2 if you are not a public ‘contracting authority’ you may use PCR 2015-compliant contracts in some circumstances but there may also be situations where you are not entitled or eligible to do so (for example because the specific terms of the contract forbid this).

5.8 We will endeavour to provide relevant information about criteria and eligibility for ‘Framework Contracts’ as applicable in each case. It is your responsibility to check whether you satisfy the criteria for a particular contract. If you do not satisfy the applicable criteria for a contract then you should not use that contract. If there is uncertainty concerning your eligibility then we reserve the right to ask you to provide additional information to confirm your eligibility before we allow you to access the relevant ‘Framework Contracts’.

5.9 We shall have no liability to you if we have provided reasonably sufficient information stating that you are not eligible to use a particular contract and you nonetheless ignore such information and use that contract.

6. Purchasing a subscription and subscription renewal

6.1 We make the Services available on a subscription basis. Details of our subscription plans and prices are available at www.2buy2.com/business/2buy2-membership. You can sign up for a subscription through an Account. If you sign up for a subscription and we accept your application under this clause 6 we will continue to make the Services available to you until your subscription is cancelled in accordance with these T&Cs.

6.2 You will be required to confirm your acceptance to our T&Cs when you sign up for a subscription.

6.3 If we accept your application for a subscription we will email you to confirm this. At this point a legally binding contract will be in place between you and us. It is therefore your responsibility to make sure that the details you submit to us are correct.

6.4 Subscriptions purchased through the Site will renew automatically at the end of each subscription period unless you email us to give us notice that you wish to cancel your subscription. To ensure we can receive and process your cancellation request promptly please email it to finance@2buy2.com. Cancellations will be effective from the end of the current subscription period. This notice must be received by us at least one (1) month before the end of your current subscription period.

6.5 We reserve the right, at our discretion, not to accept an application for a subscription. This may be due to technical constraints, because you or your business or organisation has been banned by us from using the Site or our Services, or for any other reason. If we do not accept your application then no legally binding contract will exist between us, we will not be obliged to provide the Services to you and you will not be obliged to pay us.

7. Telephone purchases

7.1 In some circumstances it may be necessary for you to contact us by telephone rather than through the Site, for example if you wish to create an Account with us by telephone. If you do sign up for an Account with us by telephone rather than through the Site then the terms in this clause 7 will apply to you.

7.2 If you sign up for an Account by telephone we will:,/p>

  • 7.2.1 Guide you through the process as required during the telephone call, including taking your details and providing you with key information about our Site and Services as required for the purposes of setting up your Account;
  • 7.2.2 Confirm verbally that your Account and your use of the Site through it will be subject to our T&Cs and provide you with a summary of key points from our T&Cs (including your cancellation rights under clause 7.3 below); and
  • 7.2.3 Email you 9am on the second working day after our telephone call with you to:
    • (a) Confirm your account details;
    • (b) Provide you with a copy of our then current T&Cs; and
    • (c) Confirm your cancellation rights under clause 7.3 below.

7.3 We acknowledge that if you sign up for an Account by telephone then you may not have had an opportunity to view our T&Cs before signing up. As a result, if you sign up for an Account by telephone then, subject to clause 7.4 below, you may cancel your contract with us within 14 calendar days after the date of our confirmation email referred to at clause 7.2.3 above. You can do so by contracting us using the details at www.2buy2.com/contact. If you do so then, subject to clause 7.4 below, you will be entitled to a full refund of any fees you have paid to us. Refunds will be made without undue delay using the same means of payment as those used by you for the initial transaction (if possible).

7.4 If within the 14 calendar day cancellation period:

  • 7.4.1 You do not cancel your contract with us under clause 7.3; or
  • 7.4.2 You access the Site and/or use the Services, you will be deemed to have accepted our T&Cs and you will lose your right to cancel your contract with us under clause 7.3.

8. Fees and payment

8.1 Subscription fees are charged and payable in advance according to your applicable subscription plan. Details of our plans and prices and the ways you can pay are available at www.2buy2.com/business/2buy2-membership.

8.2 Our fees are in pounds sterling (£)(GBP) and, unless stated otherwise, are exclusive of VAT, sales or other taxes that may apply from time to time.

8.3 You will be charged once a legally binding contract comes into existence between us (see clause 6 above). It is your responsibility to ensure that you have provided us with complete and accurate billing information for paying the subscription fees. We shall be entitled to retain your billing information and use it to take payment from you as and when subscription fees become due during the term of your subscription, or on renewal of your subscription in accordance with clause 6.4.

8.4 Time of payment is of the essence. If you fail to pay the subscription fees or if we are unable to take payment using the billing information you have provided by the applicable billing date then:

    • 8.4.1 we may, without limiting our other rights, charge interest on such sums at 4% a year above the base rate of the Bank of England from time to time in force, and interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment; and
    • 8.4.2 we shall be under no obligation to provide the Services to you and will have the right to disable your Account and restrict your access to the Site and the Services, and we will have no liability to you for any loss or damage arising as a result of any action we take under this clause 8 following your failure to pay our fees.

8.5 We may increase the subscription fees for future subscription periods at any time by giving you notice in writing (which may be by email). We will give you such notice at least two (2) months before the billing date upon which the proposed fee increase shall apply (the “Increase Date”). You must notify us at least one (1) month before the Increase Date if you object to this increase. If so, your current subscription will end on the Increase Date.

8.6 Notwithstanding clause 8.5, we may increase the subscription fees with immediate effect by giving you notice in writing (which may be by email) where there is an increase in the direct cost to us of supplying the relevant Services which exceeds 5% and which is due to any factor beyond our reasonable control.

8.7 If you amend and/or upgrade your subscription and/or your Account we shall be entitled to charge you additional subscription fees relating to any new or upgraded Services that you have signed up to receive, for example if you have extended your subscription to cover more sites. Any change to your applicable subscription fees shall take effect immediately from the time of your upgrade or amendment (as applicable) and we shall be entitled to take or receive payment accordingly in accordance with this clause 8.

8.8 We will do all that we reasonably can to ensure that all of the information you give us when paying for Services is secure. However, in the absence of negligence on our part, we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.

9. Cancellation/termination by you

9.1 When we agree to provide the Services to you we will do so subject to the following:

      • 9.1.1 you may cancel your subscription under clauses 6.4 or 8.5 above or clauses 13 or 15 below; and
      • 9.1.2 you may cancel your subscription immediately at any time by giving us written notice (i.e. by post or email to finance@2buy2.com) if we commit a severe breach of any of our obligations under these T&Cs and, if that breach is capable of remedy, we have failed to remedy that breach within 28 days after receiving written notice from you requiring us to remedy that breach.

9.2 If your subscription ends or is terminated this will not affect our right to receive any money which you owe to us under these T&Cs. No refund will be made of any subscription fees already paid by you unless we agree otherwise in writing (including email).

10. Termination by us

10.1 We may terminate your subscription immediately at any time by giving you notice in writing (including email) if you commit a severe breach of any of your obligations under these T&Cs and, if that breach is capable of remedy, you have failed to remedy that breach within 28 days after receiving written notice (including by email) from us requiring you to remedy that breach.

10.2 We may also terminate your contract for Services with us immediately if you are subject to an “Insolvency Event”, meaning an event where you are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986) or become insolvent or an order is made or a resolution passed for your administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of your assets or you enter into or propose any composition or arrangement with your creditors generally or any analogous event occurs in any applicable jurisdiction.

10.3 If we terminate your subscription under this clause 10 your right to access the Services under these T&Cs shall terminate immediately, you will not be entitled to a refund, and termination will not affect our right to receive any money which you owe to us under these T&Cs.

11. Warranties

11.1 You acknowledge and agree that: we are not and cannot be aware of the extent of any potential losses (of whatever nature) resulting from any failure by us to carry out our obligations under these T&Cs; your use of the Site is dependent on the reliability of the Internet and your use of your own computer system to access the Site; the Site and the Services have not been prepared to meet your individual requirements and they cannot be tested in every operating environment so as to produce outcomes which are error free or operate without interruption; and it is your responsibility to ensure the facilities and functions of the Site and the Services meet your requirements.

11.2 Subject to clause 11.1, we shall use commercially reasonable efforts to ensure that the Services are provided with the degree of skill, care, prudence, efficiency, foresight and timeliness as would be reasonably expected of somebody in our position providing services similar to the Services.

11.3 Although we try to keep disruptions to a minimum, we do not warrant or represent that the Site (or the Services or any of them, if applicable) shall be uninterrupted or error free, entirely secure, virus free, or interoperable with third party software or equipment. We may suspend the Site or the Services from time to time to carry out maintenance and support work, and to investigate any unauthorised use in accordance with these T&Cs.

11.4 Save to the extent that any exclusion is prohibited or restricted by law (including applicable consumer protection laws), no other representations, warranties or conditions, whether express or implied, beyond those set out in these T&Cs are given or assumed by us in respect of the Site or Services. Any such representations, warranties or conditions are hereby excluded to the fullest extent permitted by law. This does not affect your statutory rights.

11.5 Any warranties we do give are subject to you using the Site and Services in compliance with these T&Cs, and we shall not be liable under them for, or required to remedy, any problem arising from any defect or error wholly caused by any use by you which is contrary to these T&Cs.

12. Compliance with applicable law

12.1 References in these T&Cs to “Applicable Law” mean any and all applicable laws, statutes, orders, rules, treaties, decree, regulations, directives, edicts, bye-laws, schemes, warrants, other instruments made under or to be made under any statute, any exercises of the royal prerogative and codes of conduct and regulatory rules or guidelines, whether local, national, international or otherwise existing from time to time, together with any other similar instrument having legal effect in the relevant circumstances.

12.2 We shall provide the Services in accordance with Applicable Law to the extent that such Applicable Law is general in nature or which affects or relates to a supply of services that are the same or similar to the Services.

12.3 You shall use the Site and Services in accordance with Applicable Law to the extent that such Applicable Law is specific to you.

13. Events beyond our control

13.1 Our provision of the Site and/or Services might be affected by events beyond our reasonable control, including (but not limited to) breakdown of systems or network access; strikes, lock-outs or other industrial disputes; or flood, fire, explosion, accident or natural disaster. If so, there might be a delay before we can start/restart the Services.

13.2 We will make reasonable efforts to limit the effect of any of these events and will do our best to keep you informed of the circumstances so we can restart the Services as soon as these events have been rectified.

13.3 Notwithstanding the above clauses, we shall have no liability to you for any breach of these T&Cs caused by any event or circumstance beyond our reasonable control. However, if such an event or circumstance prevents us from making the Site or the Services available to you for a continuous period of more than thirty (30) days, you may cancel your subscription by giving us written notice of your intention to do so by post to 2buy2.com, Pencoed Technology centre, Pencoed Technology Park, Pencoed, Bridgend CF35 5HZ or email to finance@2buy2.com.

14. Disclaimer and limits on our liability

14.1 This section restricts the extent to which we are liable for any losses which may be suffered by you in connection with your use of the Site and/or Services.

14.2 Any general information placed on the Site by us or on our behalf is provided for general information purposes only. Unless expressly stated otherwise on the Site or in our T&Cs, such general information does not, and is not intended to, constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes. You should obtain professional or specialist advice before taking, or refraining from, any action on the basis of any information on our Site which is general in nature.

14.3 Any report, statement or similar or related document we prepare and/or provide to you through the Site and/or as part of the Services which is based on information you have provided to us is reliant upon such information and it is your responsibility to ensure that any such information provided to us is accurate in all material respects. We shall not be liable for any errors or omissions in such documents to the extent that they result from us being provided with erroneous or missing information. No report, statement or similar or related document or related oral statement that we provide to you shall constitute technical, financial, legal or any other type of advice unless expressly stated otherwise therein or expressly indicated as such. If you have any concerns about such documents or statements please let us know. You are welcome to obtain professional or specialist advice before taking, or refraining from, any action on the basis of any such document or statement we provide to you if you wish.

14.4 Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded or limited.

14.5 Subject to clause 14.4, and to the extent permitted by law, we exclude all conditions, warranties and/or representations, whether express or implied, which may apply to the Site or the Services.

14.6 Subject to clauses 14.4 and 14.5, we will not be liable to any user of the Site or the Services for: loss of profits, sales, business or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.

14.7 Subject to clauses 14.4, 14.5 and 14.6, our total liability to any user of the Site or the Services, whether in contract, tort (including negligence) or otherwise and in respect of all claims, losses and damages arising under or in connection with these T&Cs, shall not exceed the total subscription fees paid or payable to us under these T&Cs during the 12 month period immediately before the date on which the loss or damage giving rise the claim arose.

15. Changes to our T&Cs

15.1 We reserve the right to change our T&Cs from time to time. This may happen for security, legal, regulatory or business reasons. If we change our T&Cs then the new or additional terms will be posted on our Site. We will also notify you of the changes by email in accordance with clause 20 below. Any such changes will be effective immediately unless we state otherwise. You should therefore check this page regularly for any changes to these T&Cs. Your continued use of the Site and our Services will be deemed to constitute acceptance of all of the new terms. These T&Cs may not otherwise be changed without our written consent.

15.2 If you object to any changes or additions to these T&Cs you may cancel your subscription by giving us written notice of your intention to do so by post or email to finance@2buy2.com.

15.3 If you give us notice to cancel under clause 15.2 you may be entitled to a refund pro-rata in respect of the period from the date you give us notice to cancel to the end of your current subscription period, however no refund will be made in respect of any part of your current subscription period that has already elapsed before we receive your notice to cancel under clause 15.2.

16. Disputes

16.1 We will try to resolve any disputes with you quickly and efficiently.

16.2 If you are unhappy with any aspect of our service to you, including the Services themselves, please contact us as soon as possible by post or email to the addresses at www.2buy2.com/contact and we will attempt to resolve your issue as soon as possible.

16.3 If you and we cannot resolve a dispute we will let you know that we cannot settle the dispute with you and give you certain information required by law about the options available to you.

17. Anti-bribery

17.1 For the purposes of this clause 16 the expressions:

      • 17.1.1 “Bribery Laws” means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction; and
      • 17.1.2 “adequate procedures” and “associated with” shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

17.2 Each of us shall comply with applicable Bribery Laws including ensuring that we have in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

      • 17.2.1 all of our personnel;
      • 17.2.2 all others associated with us; and
      • 17.2.3 all of our subcontractors; involved in performing obligations under these T&CS so comply.

17.3 Without limitation to clause 17.2, neither of us shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on our behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on our behalf.

17.4 Each of us shall immediately notify the other as soon as we become aware of a breach or possible breach of any of the requirements in this clause 17.

18. Anti-slavery

18.1 You undertake, warrant and represent to us that:

      • 18.1.1 neither you nor any of your officers, employees, agents or subcontractors has:<?li>
        • (a) committed an offence under the Modern Slavery Act 2015 (a MSA Offence); or
        • (b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
        • (c) is aware if any circumstances within your supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
      • 18.1.2 you shall comply with the Modern Slavery Act 2015 and any anti-slavery and/or human trafficking policy we may have in force and notify to you from time to time; and
      • 18.1.3 you shall notify us immediately in writing if you become aware or have reason to believe that you, or any of your officers, employees, agents or subcontractors have breached or potentially breached any of your obligations under clause 18.1. Such notice shall set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.

18.2 Any breach of clause 18.1 by you shall be deemed a material breach of these T&Cs and shall entitle us to terminate these T&Cs with you with immediate effect.

19. No partnership or agency

19.1 We are independent organisations and are not partners, principal and agent or employer and employee and nothing in these T&Cs shall (except as expressly provided otherwise, for example under clause 5.5) be deemed to constitute or establish any partnership, joint venture, trust, fiduciary, agency or other relationship between you and us.

19.2 Neither of us shall have, nor shall represent that we have, any authority to make any commitments on the other’s behalf.

20. Notices

20.1 Notices under these T&Cs should be sent:

      • 20.1.1 by email – to us at finance@2buy2.com and to you at the email address you submit when signing up for an Account, and such notices shall be deemed received at 9am on the first working day after transmission provided no delivery failure notification is received by the sender; or
      • 20.1.2 by first-class post – to the other party's business address, and such notices shall be deemed received two working days after posting.

20.2 It is your responsibility to ensure that all contact details (including email addresses) you submit to us are accurate and kept up to date. Any notice we give you will be deemed to have been properly notified if sent in accordance with clause 20.1, and shall be deemed received at the times set out in clause 20.1, even if you do not actually see such notice, for example because you have not checked your email account or because you have failed to notify us of a change in your contact details.

20.3 This clause does not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings.

21. General legal terms

21.1 Entire agreement – these T&Cs constitute the entire agreement between us and you in relation to the provision of Services and replace and extinguish all prior agreements or arrangements made between us, whether oral or written, in relation to the provision of Services.

21.2 Rights of Third parties – save as expressly set out herein, for the purposes of the Contracts (Rights of Third Parties) Act 1999, these T&Cs are not intended to and do not give any person who is not a party to them any right to enforce any of their provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.

21.3 Assignment – you may not assign, subcontract or encumber any of your rights or obligations under these T&Cs, in whole or in part, without our prior written consent.

21.4 Severance – if any provision (or part of a provision) of these T&Cs is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

21.5 Waiver – a waiver of any right under these T&Cs is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.

21.6 Legal rights – unless specifically provided otherwise, rights arising under these T&Cs are cumulative and do not exclude rights provided by law.

21.7 Survival – provisions which by their terms or intent are to survive termination of these T&Cs will do so.

22. Governing law and jurisdiction

22.1 These T&Cs, their subject matter and formation (and any non-contractual disputes or claims) are governed by the law of England and Wales. We both agree to the exclusive jurisdiction of the courts of England and Wales.