Terms & Conditions

The not so fine print

  • Customer Terms

    These Customer Terms are entered into by you and Buying Butler. The term “Buying Butler”, “Buying Butler Limited” or “us” or “we” refers to Buying Butler Limited whose registered office is White House, Wollaton Street, Nottingham, NG1 5GF.  You confirm that you are a private individual consumer and not another form of legal person including a business.

    In these Customer Terms, the following definitions apply:

    Customer Terms: the terms and conditions set out in this document as amended from time to time as set out below.

    Event Outside our Control: means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, 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.

    Reveal or Revealed: is when you agree to reveal your identity and contact details to one of our Suppliers. Up until this point you remain anonymous to the Supplier.

    Services: the services supplied by Buying Butler related to delivering to you information and opportunities to purchase goods from our Suppliers.

    Supplier:  third party companies who have entered into Supplier Terms with Buying Butler with whom you may Transact for the purchase of goods.

    Transaction or Transact: means the transfer of title of any item between you and a Supplier.

    When we use the words "writing" or "written" in these Customer Terms, this will include e-mail unless we say otherwise.

    Our Contract With You

    These are the terms and conditions on which we supply Services to you and shall only be deemed to be accepted when you click on the check box marked "I agree to the terms and conditions" as part of the Customer registration at which point and on which date a contract shall come into existence between us.

    Please ensure that you read these Customer Terms carefully.

    These Customer Terms constitute the entire agreement between us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Buying Butler which is not set out in these Customer Terms.

    Any samples, descriptive matter or advertising issued by Buying Butler, and any descriptions or illustrations on Buying Butler's website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of these Customer Terms or have any contractual force.

    These Customer Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

    Your use of the Services is subject to our website terms of use and our privacy policy.

    Please note that any Transaction between you and the Supplier will form a separate contract between you and the Supplier and may be subject to the Supplier’s separate terms and conditions. Buying Butler is not a party to any contract you may have now or in the future with a Supplier.

    Changes to Terms

    We may revise these Customer Terms from time to time in the following circumstances:

    - changes in how we accept payment from you;

    - changes in relevant laws and regulatory requirements; and

    - to reflect any changes to the way we do business

    If we have to revise these Customer Terms, we will give you at least [one] month's written notice of any changes to these Customer Terms before they take effect. You can choose to cancel the contract in accordance with these Customer Terms.

    Providing Services

    We will make reasonable endeavours to ensure the Services are available when you need them. However, there may be delays due to an Event Outside our Control. See below for our responsibilities when an Event Outside our Control happens.

    We will need certain information from you that is necessary for us to provide the Services, for example, [    ]. We will ask you to complete a registration form and may contact you about this. If you do not provide us with this information, or you provide us with incomplete or incorrect information, we may suspend the Services by giving you written notice. We will not be liable for any delay or non-performance where you have not provided this information to us after we have asked.

    We may have to suspend the Services if we have to deal with technical problems, or to make improvements to the Services. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency.

    IF THERE IS A PROBLEM WITH THE SERVICES

    As a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or if the materials we use are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Customer Terms will affect these legal rights.

    Your Obligations

    You agree that you:

    - shall ensure that your user details as requested by us are complete and accurate;

    - shall co-operate with Buying Butler in all matters relating to the Services;

    - shall provide Buying Butler with such information and materials as Buying Butler may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

    - shall complete a customer profile on http://buyingbutler.com/;

    - shall not upload or display anything illegal or engage in any illegal or fraudulent business practice in any state or country where your listings and content is displayed;

    - represent and warrant that all your information is correct and current and that your content displayed on our website will not violate any applicable laws; and

    - you grant Buying Butler, its affiliates and its Partners all rights to copy, distribute and display your content.

    Our Liability to You

    If we fail to comply with these Customer Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Customer Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into this contract. To the extent permitted by law and subject to the terms of this clause below, any claim you may have for loss or damage is foreseeable shall be limited in the aggregate to £10,000 per annum.

    We only supply the Services for domestic and private use. You agree not to use the Services for any commercial, business or re-sale purpose, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

    We do not exclude or limit in any way our liability for:

    - death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;

    - fraud or fraudulent misrepresentation;

    - breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

    - breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and

    - defective products under the Consumer Protection Act 1987.

    Events Ouside 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 Customer 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 Customer Terms:

    - we will contact you as soon as reasonably possible to notify you; and

    - our obligations under these Customer Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside our Control. Where the Event Outside our Control affects our performance of Services to you, we will restart the Services as soon as reasonably possible after the Event Outside our Control is over.

    You may cancel the contract if an Event Outside our Control takes place and you no longer wish us to provide the Services. Please see your cancellation rights below. We will only cancel the contract if the Event Outside our Control continues for longer 4 weeks in accordance with our cancellation rights below.

    Our Policy regarding Refunds

    YOUR RIGHTS TO CANCEL AND APPLICABLE REFUND

    Once we have begun to provide the Services to you, you may cancel the contract for the Services at any time by providing us with at least 30 calendar days' notice in writing.

    Once we have begun to provide the Services to you, you may cancel the contract for Services with immediate effect by giving us written notice if:

    - we break this contract in any material way and we do not correct or fix the situation within 7 days of you asking us to in writing;

    - we go into liquidation or a receiver or an administrator is appointed over our assets;

    - we change these Customer Terms to your material disadvantage;

    - we are affected by an Event Outside our Control.

    OUR RIGHTS TO CANCEL AND APPLICABLE REFUND

    Once we have begun to provide the Services to you, we may cancel the contract for the Services at any time by providing you with at least 30 calendar days' notice in writing. If you have made any payment in advance for Services that have not been provided to you, we will refund these amounts to you.

    We may cancel the contract for Services at any time with immediate effect by giving you written notice if you break the contract in any other material way and you do not correct or fix the situation within 7 days of us asking you to in writing.

    Information about us and how to contact us

    If you have any questions or if you have any complaints, please contact us. You can contact us by e-mailing us at [email protected].

    If you wish to contact us in writing, or if any clause in these Customer Terms requires you to give us notice in writing (for example, to cancel the contract), you can send this to us by e-mail, by hand, or by pre-paid post to Buying Butler Limited, White House, Wollaton Street, Nottingham, NG1 5GF or [email protected]. We will confirm receipt of this by contacting you in writing. If we have to contact you or give you notice in writing, we will do so by e-mail, by hand, or by pre-paid post to the address you provide to us on registration.

    How we may use your personal Information

    We will use the personal information you provide to us to:

    - provide the Services; and

    - inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

    You agree that we may pass your personal information to credit reference agencies and that they may keep a record of any search that they do.

    Other important Terms

    We may transfer our rights and obligations under these Customer Terms to another organisation, and we will always notify you in writing if this happens, but this will not affect your rights or our obligations under these Customer Terms.

    This contract is between you and us. No other person shall have any rights to enforce any of its terms.

    Each of the paragraphs of these Customer Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

    If we fail to insist that you perform any of your obligations under these Customer 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.

    These Customer Terms are governed by English law. You and we both agree to submit to the non-exclusive jurisdiction of the English courts. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.

  • Partner Terms

    These Partner Terms are entered into by you and Buying Butler. The term “Buying Butler”, “Buying Butler Limited” or “us” or “we” refers to Buying Butler Limited whose registered office is White House, Wollaton Street, Nottingham, NG1 5GF. The term “you” refers to the organisations listed on the account you have created with us, which by doing so you represent you have the authority to agree to these Partner Terms for that party. You confirm that you are authorised to act on behalf of that party and bind that party to these Partner Terms.

    In these Partner Terms, the following definitions apply:

    Buying Butler Confidential Information: includes without limitation: (a) all Buying Butler software, technology, programming, specifications, materials, guidelines and documentation; (b) affiliate rates or other performance statistics relating to Buying Butler services provided to you by Buying Butler; and (c) any other information designated in writing by Buying Butler as “Confidential” or an equivalent designation.

    Buying Butler Materials: any documents, materials or information belong to Buying Butler.

    Buying Butler Platform: means Buying Butler’s website or similar trading platform as applicable.

    Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

    Commencement Date: has the meaning set out in clause 1.1.

    Contract: the contract between Buying Butler and you for the supply of Services in accordance with these Partner Terms.

    End User: means the end user of the Personal Concierge Service for buying goods from Suppliers.

    Customer Terms of Use: means the terms and conditions of use that apply to all End Users.

    Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

    Partner Terms: these terms and conditions as amended from time to time in accordance with clause 11.7.

    Personal Concierge Service: means the sourcing and negotiating service offered by Buying Butler to their customers and the End Users.

    Partner Platform: means the Partner’s website or similar trading platform as applicable.

    Quarter: each period of three calendar months ending on 31 March, 30 June, 30 September and 31 December.

    Services: the services supplied by Buying Butler related to providing the End Users and other customers of your services with access to the Personal Concierge Services and Buying Butler Platform.

    Supplier: a third party company who has entered into Supplier Terms with Buying Butler and wishes to sell goods to End Users.

    Basis of Contract

      1.1    These Partner Terms shall only be deemed to be accepted when you click on the button marked "I Accept" at the end of these Partner Terms at which point and on which date the Contract shall come into existence (Commencement Date).

      1.2    The Contract (and any written amendment signed by an authorised representative of both parties) constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Buying Butler which is not set out in the Contract.

      1.3    Any samples, descriptive matter or advertising issued by Buying Butler, and any descriptions or illustrations on Buying Butler's website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

      1.4    These Partner Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

      1.5    Your and all End Users use of the Services is subject to our website terms of use and our privacy policy.

      1.6    You and the organisation you represent at the time of sign-up are solely responsible for ensuring that the information you provide about the Services is correct and up to date at all times and in line with all technical and quality guidelines. You accept that Buying Butler or our registered users may modify or remove content on the Buying Butler website (or a white label version of our platform as appropriate) at any time. You agree that Buying Butler may display your content on its website and mobile application.

    Appointment

      2.1    We hereby appoint you as our non-exclusive distributor of the Personal Concierge Service.

      2.2    You shall be entitled to describe yourself as an “Authorised Partner” of the Personal Concierge Service but shall not represent yourself as an agent of Buying Butler for any purpose, nor pledge Buying Butler's credit or give any condition or warranty or make any representation on Buying Butler's behalf or commit Buying Butler to any contracts. Further, you shall not without our prior written consent make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of the Personal Concierge Service which are inconsistent with those contained in the promotional material supplied by us or otherwise incur any liability on behalf of Buying Butler howsoever arising.

    Supply of Services

      3.1    Subject to the terms of this Contract, we grant you a non-exclusive right to link to, redirect or display the Buying Butler Platform (or a white label version of our website as appropriate) on the Partner Platform.

      3.2    Buying Butler shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.

      3.3    Buying Butler warrants to you that the Services will be provided using reasonable care and skill.

    Your Obligations

      4.1    You agree that you:

         a.  shall use all reasonable endeavours to promote the use of the Personal Concierge Service by your customers and End Users;

         b.  shall ensure that your user details as requested by us are complete and accurate;

         c.  shall co-operate with Buying Butler in all matters relating to the Services;

         d.  shall provide Buying Butler with such information and materials as Buying Butler may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

         e.  shall obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

         f.  shall complete a partner profile on http://buyingbutler.com/partner;

         g.  shall not upload or display anything illegal or engage in any illegal or fraudulent business practice in any state or country where your listings and content is displayed;

         h.  represent and warrant that all your information is correct and current and that your content displayed on our website will not violate any applicable laws;

         i.  shall ensure that your use of any advertising materials and promotional literature containing Buying Butler’s trade marks or other references to the Personal Concierge Service shall be subject to the prior written consent of Buying Butler;

         j.  shall avoid deceptive, misleading or unethical practices that are, or might be, detrimental to Buying Butler, the Personal Concierge Service or the public and shall not publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations with regard to Buying Butler or the Personal Concierge Service;

         k.  shall ensure that your website(s), your customers website(s), intranets and portals comply with all applicable laws at all times;

         l.  shall ensure that Buying Butler's information or any other content syndicated to you only appears on the agreed website(s);

         m.  shall not syndicate Buying Butler's information and content to other websites or use them for any other purpose other than as anticipated under the Contract;

         n.  shall be responsible for obtaining any necessary permits for the Personal Concierge Service;

         o.  shall make the Personal Concierge Service available to as many people as possible by combining Personal Concierge Service with your products solely in accordance with the reasonable combination  instructions supplied by Buying Butler from time to time in writing and subject to any testing requirements that Buying Butler may reasonably impose;

         p.  shall take all reasonable steps to ensure that customers of the Personal Concierge Service are aware of and accept the Customer Terms of Use before using the Personal Concierge Service; and

         q.  shall refrain from amending or varying the terms of the Customer Terms of Use.

      4.2    If Buying Butler's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Default):

         a.  Buying Butler shall without limiting its other rights or remedies have the right to suspend performance of the Services until you remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations to the extent the Default prevents or delays Buying Butler's performance of any of its obligations;

         b.  Buying Butler shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from Buying Butler's failure or delay to perform any of its obligations as set out in this clause 4; and

         c.  you shall reimburse Buying Butler on written demand for any costs or losses sustained or incurred by Buying Butler arising directly or indirectly from Default.

    Intellectual Property Rights

      5.1    All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Buying Butler.

      5.2    You acknowledge that, in respect of any third party Intellectual Property Rights, your use of any such Intellectual Property Rights is conditional on Buying Butler obtaining a written licence from the relevant licensor on such terms as will entitle Buying Butler to license such rights to you.

      5.3    You warrant that you have full rights to use any third party Intellectual Property Rights in the material you post or use on the Buying Butler website or in your use of the Services.

      5.4    All Buying Butler Materials are the exclusive property of Buying Butler.

    Confidentiality

      6.1   A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. You shall not disclose Buying Butler’s Confidential Information without Buying Butler's prior written consent. This clause 6 shall survive termination of the Contract.

    Limitation of Liability

      7.1   Nothing in these Partner Terms shall limit or exclude Buying Butler's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or for fraud or fraudulent misrepresentation.

      7.2   Subject to clause 7.1:

         a.  Buying Butler shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

         b.  Buying Butler's total aggregate liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of any money due to you under this Contract in the Quarter preceding the claim up to a maximum aggregate liability of £10,000.

      7.3   You shall indemnify and defend Buying Butler, its agents, affiliates, and licensors in respect of all costs damages and expenses incurred as a result of any claims by third parties in tort or otherwise against Buying Butler (including reasonable legal fees) arising in any way out of your use of Buying Butler this indemnity obligation shall include any infringement by you of a third party’s Intellectual Property Rights.

      7.4   Buying Butler will use its reasonable endeavours to maintain the security of any data you provide to us and will comply with our obligations under the Data Protection Act 1998. Notwithstanding the foregoing, Buying Butler makes no warranty that the Services will be uninterrupted, secure, timely or error-free; or that any errors in the Services will be corrected. Furthermore except where otherwise stated in these Partner Terms, Buying Butler makes no express or implied warranty or representation concerning the Services, their accuracy or completeness and therefore excludes all conditions, warranties and representations (express or implied), statutory or otherwise in respect of the Services or these Partner Terms.

      7.5   This clause shall survive termination of the Contract.

    Termination

      8.1   Without limiting its other rights or remedies, either party may terminate the Contract at one month's notice by sending a notice by email. In the case of Buying Butler such email must be from the person in your organisation who originally registered to use the Service or a director of your company registered at Companies House to [email protected].

      8.2   Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:

         a.  commits any material breach of these Partner Terms and (in the case of a breach which is not persistent and can be remedied) have failed, within 30 days after receipt of a request in writing to do so, to remedy the breach; or

         b.  has a receiver or administrative receiver appointed over it or over any part of its business or assets or pass a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or becomes subject to an administration order or enter into any voluntary arrangement with its creditors, or it ceases or threatens to cease to carry on business.

         c.  the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

      8.3   Without limiting its other rights or remedies, Buying Butler may terminate the Contract with immediate effect by giving written notice to you if you fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so.

      8.4   Without limiting its other rights or remedies, Buying Butler may suspend provision of the Services under the Contract or any other contract between you and Buying Butler if you becomes subject to any of the events listed in clause 8.2(b), or Buying Butler reasonably believes that you is about to become subject to any of them, or if you fails to pay any amount due under this Contract on the due date for payment.

    Consequences of Termination

         a.  you shall immediately pay to Buying Butler all of Buying Butler's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Buying Butler shall submit an invoice, which shall be payable by you immediately on receipt;

         b.  you shall return all of Buying Butler Materials and any deliverables which have not been fully paid for. If you fail to do so, then Buying Butler may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

         c.  you shall immediately remove all Buying Butler content from all pages of both your own and any third party websites;

         d.  the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

         e.  clauses which expressly or by implication survive termination shall continue in full force and effect.

       

    Force Majeure

      8.4   For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Buying Butler including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Buying Butler or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. Buying Butler shall not be liable to you as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. If the Force Majeure Event prevents Buying Butler from providing any of the Services for more than 2 weeks, Buying Butler shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.

  • Supplier Terms

    These Supplier Terms are entered into by you and Buying Butler. The term “Buying Butler”, “Buying Butler Limited” or “us” or “we” refers to Buying Butler Limited whose registered office is White House, Wollaton Street, Nottingham, NG1 5GF. The term “you” refers to the organisations listed on the account you have created with us, which by doing so you represent you have the authority to agree to these Supplier Terms for that party. You confirm that you are authorised to act on behalf of that party, and bind to these Supplier Terms any third party for which you also supply goods and services for.

    In these Supplier Terms, the following definitions apply:

    Buying Butler Confidential Information: includes without limitation: (a) all Buying Butler software, technology, programming, specifications, materials, guidelines and documentation; (b) affiliate rates or other performance statistics relating to Buying Butler services provided to you by Buying Butler; and (c) any other information designated in writing by Buying Butler as "Confidential" or an equivalent designation.

    Buying Butler Materials: any documents, materials or information belong to Buying Butler.

    Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

    Commencement Date: has the meaning set out in clause 1.1.

    Contract: the contract between Buying Butler and you for the supply of Services in accordance with these Supplier Terms.

    Customer: means the end user of the Buying Butler personal concierge service for buying goods.

    Fee: the fee payable by you for the supply of the Services in accordance with clause 4.

    Free Transaction: has the meaning set out in clause 4.

    Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

    Partner: a third party companies such as membership organisations who have entered into Partner Terms with Buying Butler.

    Reveal or Revealed: is when the Customer agrees to reveal his or her identity and contact details to you. Up until this point sales leads are anonymous.

    Sales Dashboard: the interactive portal on Buying Butler’s website that allows the parties to manage sales leads.

    Services: the services supplied by Buying Butler related to delivering to you pre-qualified and, where appropriate, pre-screened sales leads.

    Supplier Terms: these terms and conditions as amended from time to time in accordance with clause 11.7.

    Transaction: means the transfer of title of any item between you and a Customer.

    Basis of Contract

    1.1     These Supplier Terms shall only be deemed to be accepted when you click on the button marked "I Accept" at the end of these Supplier Terms at which point and on which date the Contract shall come into existence (Commencement Date).

    1.2     The Contract (and any written amendment signed by an authorised representative of both parties) constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Buying Butler which is not set out in the Contract.

    1.3     Any samples, descriptive matter or advertising issued by Buying Butler, and any descriptions or illustrations on Buying Butler's website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

    1.4     These Supplier Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

    1.5     Your use of the Services is subject to our website terms of use and our privacy policy.

    1.6     You and the organisation you represent at the time of sign-up are solely responsible for all listings, quotations and content, display options selected and ensuring that the information provided are correct and up to date at all times and in line with all technical and quality guidelines. You accept that Buying Butler or our registered users may modify or remove content at any time. You agree that Buying Butler may display your content on its website and mobile application as well as distribute such content to Partners whose own users may utilise the information you provided.

    Supply of Services

    2.1  Buying Butler shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.

    2.2  Buying Butler warrants to you that the Services will be provided using reasonable care and skill.

    Your Obligations

    3.1     You agree that you:

         a.   shall ensure that your user details as requested by us are complete and accurate;

         b.   shall co-operate with Buying Butler in all matters relating to the Services;

         c.   shall provide Buying Butler with such information and materials as Buying Butler may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

         d.   shall obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

         e.   shall complete a supplier profile on http://buyingbutler.com/supplier that must include the items and brands you supply, your locations and any key user profiles of your team;

         f.   shall not contact the Customer until he or she gives permission and his or her identity is Revealed;

         g.   shall not upload or display anything illegal or engage in any illegal or fraudulent business practice in any state or country where your listings and content is displayed;

         h.   represent and warrant that all your information is correct and current and that your content displayed on our website will not violate any applicable laws; and

         i.   you grant Buying Butler, its affiliates and its Partners all rights to copy, distribute and display your content.

    3.2   If Buying Butler's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Default):

         a.   Buying Butler shall without limiting its other rights or remedies have the right to suspend performance of the Services until you remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations to the extent the Default prevents or delays Buying Butler's performance of any of its obligations;

         b.   Buying Butler shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from Buying Butler's failure or delay to perform any of its obligations as set out in this clause 3; and

         c.   you shall reimburse Buying Butler on written demand for any costs or losses sustained or incurred by Buying Butler arising directly or indirectly from Default.

      3.3    We endeavour to only pass you new sales leads, however in the event that you receive a sales lead from a Customer that you have already dealt with for that specific good or service, you must notify us within 48 working hours for this sales lead to be placed into our review. Our review requires you to supply via email within 48 hours a copy of the dated quotation or similar correspondence that you previously supplied to the Customer, if at Buying Butler’s discretion the quotation or other similar correspondence is verified by us no Fee will be due.

      3.4   In the absence of further instructions via the Sales Dashboard, Buying Butler will continue to display your listings until we receive any notice of a change from either you or the Customer.

    Fees and Payments

    4.1   All sales leads that you accept when using the Services are subject to our Fees.

      4.2   Subject to clause 3.3, Fees will fall due 31 days after a Customer Reveal unless you indicate on the Sales Dashboard that a Transaction has not been made with a Revealed Customer. The burden of proof rests with you to show that such a sale has not been made.

      4.3   Notwithstanding clause 4.2, the first Transaction you complete under these Supplier Terms will not incur a Fee (Free Transaction).

      4.4   The Fee due to Buying Butler is calculated as a percentage of the total gross sales value of each Transaction according to the table set out at Schedule, Part A.

      4.5   If you register to pay Fees by direct debit then the quarterly discount model as set out in Schedule, part B applies to any Fees due.

      4.6   If you complete a Transaction having told us that a Transaction has not been made then Buying Butler reserves the right to charge you liquidated damages to the sum of £500 (which represents a genuine pre estimate of our loss) plus the Fee that would have been due on that Transaction.

      4.7   Each month Buying Butler shall either charge you by direct debit (if you register with this facility) or issue you an invoice for all Fees incurred during the preceding month.

      4.8   You shall pay each invoice submitted by Buying Butler within 14 days of the date of the invoice and in full and in cleared funds to a bank account nominated in writing by Buying Butler.

      4.9   All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Buying Butler to you, you shall, on receipt of a valid VAT invoice from Buying Butler, pay to Buying Butler such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

      4.10   If you fail to make any payment due to Buying Butler under the Contract by the due date for payment, then you shall pay interest on the overdue amount at the rate of 4% per cent per annum above HSBC Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount and all fees Buying Butler incurs to collect overdue amounts.

      4.11   You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Buying Butler may at any time, without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by Buying Butler to you.

    Intellectual Property Rights

    5.1   All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Buying Butler.

      5.2   You acknowledge that, in respect of any third party Intellectual Property Rights, your use of any such Intellectual Property Rights is conditional on Buying Butler obtaining a written licence from the relevant licensor on such terms as will entitle Buying Butler to license such rights to you.

      5.3   You warrant that you have full rights to use any third party Intellectual Property Rights in the material you post or use on the Buying Butler website or in your use of the Services.

      5.4   All Buying Butler Materials are the exclusive property of Buying Butler.

    Confidentiality

    6.1   A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. You shall not disclose Buying Butler’s Confidential Information without Buying Butler's prior written consent. This clause 6shall survive termination of the Contract.

    Limitation of Liability

      7.1   Nothing in these Supplier Terms shall limit or exclude Buying Butler's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or for fraud or fraudulent misrepresentation.

      7.2   Subject to clause 7.1:

         a.   Buying Butler shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

         b.   Buying Butler's total aggregate liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of any Fees due to Buying Butler in the month preceding the claim up to a maximum aggregate liability of £10,000.

      7.3   You shall indemnify and defend Buying Butler, its agents, affiliates, and licensors in respect of all costs damages and expenses incurred as a result of any claims by third parties in tort or otherwise against Buying Butler (including reasonable legal fees) arising in any way out of your use of Buying Butler this indemnity obligation shall include any infringement by you of a third party’s Intellectual Property Rights.

      7.4   Buying Butler will use its reasonable endeavours to maintain the security of any data you provide to us and will comply with our obligations under the Data Protection Act 1998. Notwithstanding the foregoing, Buying Butler makes no warranty that the Services will be uninterrupted, secure, timely or error-free; or that any errors in the Services will be corrected. Furthermore except where otherwise stated in these Supplier Terms, Buying Butler makes no express or implied warranty or representation concerning the Services, their accuracy or completeness and therefore excludes all conditions, warranties and representations (express or implied), statutory or otherwise in respect of the Services or these Supplier Terms.

      7.5   This clause shall survive termination of the Contract.

    Termination

    8.1   Without limiting its other rights or remedies, either party may terminate the Contract at one month's notice by sending a notice by email. In the case of Buying Butler such email must be from the person in your organisation who originally registered to use the Service or a director of your company registered at Companies House to [email protected].

      8.2   Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:

    1. commits any material breach of these Supplier Terms and (in the case of a breach which is not persistent and can be remedied) have failed, within 30 days after receipt of a request in writing to do so, to remedy the breach; or
    1. has a receiver or administrative receiver appointed over it or over any part of its business or assets or pass a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or becomes subject to an administration order or enter into any voluntary arrangement with its creditors, or it ceases or threatens to cease to carry on business.
    1. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

    8.3   Without limiting its other rights or remedies, Buying Butler may terminate the Contract with immediate effect by giving written notice to you if you fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so.

    8.4   Without limiting its other rights or remedies, Buying Butler may suspend provision of the Services under the Contract or any other contract between you and Buying Butler if you becomes subject to any of the events listed in clause 8.2(b), or Buying Butler reasonably believes that you is about to become subject to any of them, or if you fails to pay any amount due under this Contract on the due date for payment.

    Consequences of Termination

    On termination of the Contract for any reason:

    1. you shall immediately pay to Buying Butler all of Buying Butler's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Buying Butler shall submit an invoice, which shall be payable by you immediately on receipt;
    1. you shall return all of Buying Butler Materials and any deliverables which have not been fully paid for. If you fail to do so, then Buying Butler may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
    1. you shall immediately remove all Buying Butler content from all pages of both your own and any third party websites;
    1. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
    1. clauses which expressly or by implication survive termination shall continue in full force and effect.

    Force Majeure

    10.1   For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Buying Butler including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Buying Butler or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. Buying Butler shall not be liable to you as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. If the Force Majeure Event prevents Buying Butler from providing any of the Services for more than 2 weeks, Buying Butler shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.

    General

    11.1   Assignment and other dealings. Buying Butler may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. You shall not, without the prior written consent of Buying Butler, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

      11.2   Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or e-mail to [email protected]. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this clause 11.2; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent or e-mail to[email protected], one Business Day after transmission.  The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

      11.3   Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

      11.4   Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

      11.5   No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

      11.6   Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

      11.7   Variation. Except as set out in these Supplier Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Buying Butler. Buying Butler may revise these Supplier Terms at any time by amending this page and informing you by email using the email address you use to register with our Service.

      11.8   Anti-bribery and anti-corruption. The parties shall comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 and promptly report to the other any request or demand for any undue financial or other advantage of any kind received by a party in connection with the performance of the Contract.

      11.9   Construction. In these Supplier Terms, the following rules apply: a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); a reference to a party includes its personal representatives, successors or permitted assigns; a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; any phrase introduced by the terms includingincludein particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and a reference to writing or writtenincludes and e-mails.

      11.10   Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

    SCHEDULE TO SUPPLIER TERMS

    PART A: Supplier Commissions Model

    Rated Commission Values

    Type

    < £5,000

    £5,000-£25,000

    £25,000-£50,000

    > £50,000

    Lead

    Free

    £10

    £25

    £50

    Test-Drive

    Free

    £45

    £90

    £180

    Sales

    Free

    0.5%

    1%

    1.5%

    N.B The overall Fee per Customer will not exceed the Sale Commission (Fee) detailed in the table above e.g. £30,000 vehicle at 1% commission would incur a £300 total Fee.

  • Buying Butler Privacy Policy

    Buying Butler Limited (“Buying Butler”) is committed to protecting and respecting your privacy.

    Scope of Policy

    This policy together with our terms of use apply to your use of Buying Butler and any of the services we offer (the “Services”).

    This policy sets out the basis on which any personal data Buying Butler collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how Buying Butler will treat it.

    For the purpose of the Data Protection Act 1998, Buying Butler Limited of White House, Wollaton Street, Nottingham, NG1 5GF is the data controller. This policy is governed by English law.

    Information Buying Butler May Collect from You

    When you use Buying Butler you agree to us collecting information about you (including personal data) including but not limited to your:

    - first name and last name;

    - email address;

    - telephone number;

    - sex;

    - details of transactions you carry out on our website or using or Services;

    - information you may give if you contact us including when you report a problem with our website;

    - information that you provide by filling in forms on our website. This includes information provided at the time of registering to use our site, subscribing to the Service, posting material or requesting further Services;

    - information about your purchasing requirements and preferences; and

    - information about your computer, hardware, software, platform, device including device IDs, network connection including IP address, MAC address, type of network connection.

    This information will be stored by Buying Butler and may be analysed using analytics tools such as, but not limited to, Google Analytics, Chartbeat and/or Pingdom.

    We may also ask you to complete surveys, ratings, reviews and feedback forms that we use for research purposes, although you do not have to respond to them.

    We store this information in our database. Subject to the provisions of this policy, this database is stored in the European Economic Area (“EEA”). We may from time-to-time use this data to send you information, updates and other messages.

    Cookies

    Our website uses cookies. A cookie is a small text file which is automatically stored on your computer or device when you visit our website. They help us to provide you with a good experience when you browse our website and also allow us to improve our website and Services. By continuing to use the website or our Services, you are agreeing to our use of cookies.

    Buying Butler uses temporary session cookies valid for the lifetime of a session to manage login and track progress through our registration and requirements process. This helps us to provide you with a good experience when you use Buying Butler or browse Buying Butler and also allows us to improve Buying Butler. These cookies are removed at the end of the session; they are not tracking/persistent cookies.

    Buying Butler also uses analytical cookies to measure how you interact with our website content. The tools and related cookies we use for these analytics include analytics tools such as Google Analytics, Chartbeat and Pingdom. 

    You can block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies you may not be able to access all or parts of our website.

    Where Buying Butler Stores Your Data

    The data that Buying Butler collects from you may be transferred to, and stored at, a destination outside the EEA. By submitting your data, you agree to this transfer, storing or processing. Buying Butler will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.

    It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff maybe engaged in, among other things, the fulfilment of your order, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.

    Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.

    Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

    Uses Made of The Information

    During the Buying Butler transaction process, your personal data is anonymised and shall only be made available to our approved third party providers once you give permission to display this information to them. We call this process a “Reveal” or being “Revealed”.

    Buying Butler use information held about you in the following ways: 

    - to improve users experience of Buying Butler;

    - validate and improve our model of user behaviour, allowing us to make more accurate predictions of system behaviour;

    - subject to you being Revealed; to use your data, or permit our approved third party providers working on Buying Butler’s behalf to use your data, to provide you with information about goods and services that may be of interest to you. Buying Butler or our approved third party providers may contact you about these by email or telephone.

    Disclosure of Your Information

    Buying Butler may disclose your personal data and other information to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries.

    Buying Butler may disclose your personal data and other information to third parties:

    - in the event that Buying Butler sell or buy any business or assets, in which case Buying Butler may disclose your personal data to the prospective seller or buyer of such business or assets;

    - if Buying Butler or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets;

    - if Buying Butler are under a duty to disclose or share your personal data in order to comply with any legal or regulatory obligation or request; and /or

    - in order to enforce or apply the terms of use and other agreements or to investigate potential breaches; or protect the rights, property or safety of Buying Butler our customers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

    Your Rights

    You have the right to ask us not to process your personal data for marketing purposes. Buying Butler will usually inform you (before collecting your data) if Buying Butler intends to use your data for such purposes or if Buying Butler intends to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms Buying Butler use to collect your data. You can also exercise the right at any time by contacting us at [email protected].

    Access To Information

    The Data Protection Act 1998 gives you the right to access information held about you. Your right of access can be exercised in accordance with that Act. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information Buying Butler hold about you.

    Changes to Privacy Policy

    Any changes Buying Butler may make to our privacy policy in the future will be posted on this page from time to time. Continued use of Buying Butler indicates your acceptance of any updated privacy policy.