See separate co-brand terms and conditions in Part 2.
OVERVIEW
This website is operated by Chilly's Bottles Limited, a company incorporated in England and Wales with registration number 07326177 ("Chilly's Bottles"). Throughout the site, the terms “we”, “us” and “our” refer to Chilly's Bottles. Chilly's Bottles offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
PART 1 - OVERALL TERMS AND CONDITIONS
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Chilly's Bottles, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law. Similarly, in states or jurisdictions which do not permit the exclusion or the limitation of liability for death or personal injury caused by negligence, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Chilly's Bottles and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof). The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of England and Wales.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Registered UK address:
Aston House Cornwall Avenue
London
N3 1LF
United Kingdom
Company number: 07326177
EU Authorised Representative:
Authorised Representative Service
77 Camden Street Lower
Dublin
D02 XE80
Ireland
These are not returns addresses. For returns please visit www.chillys.com/info/returns
Email: support@chillysbottles.com
SECTION 21 - CHILLY’S IDENTIFIANT UNIQUE (UNIQUE IDENTIFIER NUMBER)
Chilly’s Identifiant Unique (Unique Identifier Number) is FR323950_03BINA, which we are disclosing to meet requirements outlined within the French Anti Waste Law (AGEC law).
SECTION 22 - BLACK FRIDAY 2024
22.1 Deal of the Day 1
This offer is valid from 00:00 GMT Monday 25th November until 23:59 GMT Monday 25th November and is valid on selected lines only. This offer cannot be used in conjunction with any other offers, and is not applicable on co-brand orders.
22.2 Deal of the Day 2
This offer is valid from 00:00 GMT Tuesday 26th November until 23:59 GMT Tuesday 26th November and is valid on selected lines only. This offer cannot be used in conjunction with any other offers, and is not applicable on co-brand orders.
22.3 Deal of the Day 3
This offer is valid from 00:00 GMT Wednesday 27th November until 23:59 GMT Wednesday 27th November and is valid on selected lines only. This offer cannot be used in conjunction with any other offers, and is not applicable on co-brand orders.
22.4 Deal of the Day 4
This offer is valid from 00:00 GMT Thursday 28th November until 23:59 GMT Thursday 28th November and is valid on selected lines only. This offer cannot be used in conjunction with any other offers, and is not applicable on co-brand orders.
22.5 Black Friday Sale is valid on selected lines only, and is valid from 00:00 Friday 15th November until 23:59 Monday 2nd December.
PART 2 CO-BRAND GENERAL TERMS AND CONDITIONS (NOT FOR CONSUMERS)
SECTION 1 - DEFINITIONS
Chilly’s: Chilly’s Bottles Limited (Company No. 07326177) of Aston House, Cornwall Avenue, London N3 1LF, United Kingdom.
Conditions: means these general terms and conditions.
Contract: means the agreement between Chilly’s and the Customer for the sale and purchase of the Products incorporating these Conditions and the Order.
Customer: the customer identified in an Order.
Products: products to be purchased by the Customer from Chilly’s.
Order: the order for Products to be purchased by the Customer, which includes terms for the order such as descriptions and price.
SECTION 2 - APPLICATION OF CONDITIONS
2.1 These Conditions apply to and form part of the Contract between Chilly’s and the Customer. They supersede any previously issued terms and conditions of purchase or supply. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, any confirmation of order, specification or other document shall form part of the Contract except to the extent that Chilly’s otherwise expressly agrees in writing. No variation of these Conditions, an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of Chilly’s.
SECTION 3 - ORDER
3.1 The placing of an Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions which Chilly’s shall be free to accept or decline at its absolute discretion.
3.2 The Customer is responsible for ensuring that the terms of the Order and any applicable specification are complete and accurate. A quotation for the Products given by Chilly’s shall not constitute an offer.
3.3 The Order shall only be deemed to be accepted when Chilly’s issues a written acceptance of the Order or (if earlier) Chilly’s receives payment for the Order, at which point an agreement shall come into existence.
3.4 Chilly’s reserves the right to amend the specifications of any Products if required by any applicable statutory or regulatory requirement, and Chilly’s shall notify the Customer in any such event.
SECTION 4 - CUSTOM ORDERS
4.1 The Customer may require that Products are customised by Chilly’s in accordance with their requirements (“Custom Order/s”).
4.2 In relation to Custom Orders:
4.2.1 The Customer will provide to Chilly’s the custom elements for inclusion on the Products (the “Custom Elements”) in a format prescribed and required by Chilly’s and any other design directions required for the Custom Order;
4.2.2 Prior to production, and upon payment of the invoice for the Customer Order, Chilly’s will provide Customer with a design proof of the Custom Order which shall be approved by Customer within 10 days. Failure to approve by such period may be considered as deemed approval and Chilly’s will proceed to produce the Custom Order; and
4.2.3 The Customer accepts that no changes shall be possible following approval of the proof in accordance with the above and Customer will be liable taking delivery of the Custom Order and the associated cost.
4.2.4 The Customer acknowledges and agrees that the Custom Elements will not include any elements which:
4.2.4.1 are libelous, defamatory, pornographic, sexually explicit, unlawful, racially, culturally, religiously or ethnically offensive;
4.2.4.2 may be considered harassing, abusive, threatening, harmful, vulgar, profane, obscene, or violent;
4.2.4.3 would breach a person’s privacy or publicity rights;
4.2.4.4 are third party product names, trademarks, copyright, or business names;
4.2.4.5 are names of celebrities, sports teams, famous people, major events or landmarks; or
4.2.4.6 are otherwise deemed by Chilly’s to be inappropriate in its sole discretion.
4.3 The Customer grants to Chilly’s a royalty-free, non-exclusive, non-transferable, licence to use the intellectual property rights in the Custom Elements as contemplated by the Contract and for the purposes of Chilly’s marketing and promotional activities.
SECTION 5 - DELIVERY, TITLE AND RISK
5.1 Chilly’s shall deliver the Products to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after Chilly’s notifies the Customer that the Products are ready.
5.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Chilly’s shall not be liable for any delay that is caused by the Customer's failure to provide Chilly’s with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
5.3 The Products may be delivered by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel an Order.
5.4 The Supplier shall not be liable for any delay in or failure of delivery caused by the carrier’s failure to collect the Products from the Supplier or to deliver it to the Delivery Location.
5.5 The risk in the Products shall pass to the Customer on completion of delivery. Title to the Products shall not pass to the Customer until Chilly’s receives payment in full (in cash or cleared funds) for the Products.
5.6 If the Customer fails to accept delivery of the Products for any reason, Chilly’s may store and insure the Products pending delivery and, in such event, the Customer shall pay Chilly’s all reasonable storage and insurance charges.
SECTION 6 - QUALITY
6.1 Chilly’s warrants that on delivery and for a period of 2 years from the date of delivery (“Warranty Period”), the Products shall conform in all material respects with their description and be fit for any purpose held out by Chilly’s.
6.2 Subject to clause 6.3, if the Customer gives notice in writing to Chilly’s during the Warranty Period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 6.1, Chilly’s may, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
6.3 Chilly’s shall not be liable for the Products' failure to comply with the warranty set out in clause 6.1 if:
6.3.1 the Customer makes any further use of such Products after giving notice in accordance with clause 6.2;
6.3.2 the defect arises because the Customer failed to follow or notify its users of Chilly’s oral or written instructions as to the storage, commissioning, installation,use and maintenance of the Products or (if there are none) good trade practice regarding the same;
6.3.3 the Customer alters or repairs such Products without the written consent of Chilly’s; or
6.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
6.4 Except as set out in this clause 6, Chilly’s gives no warranties and makes no representations in relation to the Products and all warranties and conditions (including the conditions implied by sections 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
SECTION 7 - PRICES AND PAYMENT
7.1 The price for the Products shall be as set out in the Order.
7.2 Payments for Orders may be made immediately via Chilly’s’ website or, where the Customer opts not to pay via the website, Chilly’s shall invoice the Customer for an Order in advance upon written confirmation of the Order by Chilly’s. Invoices are due immediately upon presentation of the invoice to the Customer.
7.3 The price excludes:
7.3.1 amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Chilly’s at the prevailing rate, subject to the receipt of a valid VAT invoice;
7.3.2 any other taxes or duties (including but not limited to import duties and customs payments) which will be payable by the Customer; and
7.3.3 the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Customer.
7.4 The Customer shall be liable for and shall pay any applicable import duties, customs duties, taxes and clearance charges in connection with the delivery of the Products and Chilly’s shall have the right to invoice the Customer for any such costs incurred by it or the carrier.
7.5 Time of payment is of the essence. Chilly’s reserves the right to accept any Order and/or to refuse production or delivery where payment has not been made. Any unpaid charges will be subject to interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
SECTION 8 - CHILLY'S INTELLECTUAL PROPERTY RIGHTS
8.1 The Customer acknowledges and agrees that, except for the Custom Elements, Chilly’s or its licensors own and will own all Intellectual Property Rights in the Products, including but not limited to the design rights, copyright and trademarks, and nothing in these Conditions shall operate to assign or transfer ownership in any intellectual property rights in the Products from Chilly’s to the Customer.
8.2 The Customer undertakes that they shall not:
8.2.1 damage the goodwill or reputation attaching to Chilly’s intellectual property rights;
8.2.2 register or seek to register or procure the registration of any rights in Chilly’s intellectual property rights or in any name or mark which is confusingly similar to Chilly’s; or
8.2.3 use any of Chilly’s intellectual property rights in any way that would allow it to become generic, to lose its distinctiveness, to mislead the public or otherwise be detrimental to or inconsistent with Chilly’s good name, goodwill, reputation or image.
SECTION 9 - LIMITATION OF LIABILITY
9.1 Nothing in these Conditions limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence or fraud or fraudulent misrepresentation.
9.2 Subject to clause 9.1, Chilly’s liability to the Customer shall not exceed the total cost charges paid or payable by the Customer under the Contract.
9.3 Subject to clause 9.1, the following types of loss are wholly excluded:
9.3.1 loss of profits;
9.3.2 loss of sales or business;
9.3.3 loss of agreements or contracts;
9.3.4 loss of anticipated savings;
9.3.5 loss of use or corruption of software, data or information;
9.3.6 loss of or damage to goodwill; and
9.3.7 indirect or consequential loss.
SECTION 10 - WARRANTIES AND INDEMNITY
10.1 Each party warrants that it has full authority to enter into the Contract and is not bound by any agreement with any third party that adversely affects the Contract.
10.2 The Customer warrants that:
10.2.1 except for any changes to the Products carried out by Chilly’s for Custom Orders, no other changes to the Products will be made or permitted to be made by the Customer without Chilly’s prior consent;
10.2.2 it owns or has the right to use the Custom Elements and grant the rights granted to Chilly’s the rights to use the Custom Elements in relation to the Products; and
10.2.3 the Custom Elements will not infringe any copyright, trademark, patent, literary, privacy, publicity or other intellectual property right of any third party.
10.3 The Customer shall indemnify Chilly’s and shall keep Chilly’s fully and effectually indemnified from and against any and all claims, demands, actions, proceedings, costs, damages, losses and expenses, (including legal costs, expenses and VAT) suffered or incurred directly or indirectly by Chilly’s or any compensation paid or agreed to be paid by Chilly’s to any third party arising out of any alleged infringement of any third party’s intellectual party rights arising out of or in connection with its use of the Custom Elements.
SECTION 11 - TERMINATION
11.1 Without limiting its other rights or remedies, Chilly’s may terminate the Contract and cancel any Order with immediate effect by giving written notice to the Customer if:
11.1.1 the Customer fails to pay any amount due under the Contract on the due date for payment;
11.1.2 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;
11.1.3 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
11.1.4 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.
11.2 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
SECTION 12 - GENERAL
12.1 All correspondence, information and data shared by Chilly’s (including the terms of these Conditions) with the Customer will be strictly confidential and shall not be shared by the Customer with any other party other than with the prior written permission of Chilly’s or unless required by law.
12.2 Neither party may at any time assign or transfer any or all of its rights and obligations under the Contract, without the written consent of the other, save that Chilly’s may do so without the consent of the Customer in connection with a corporate re-organisation, merger, acquisition or business sale.
12.3 Neither Party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under these Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.
12.4 The Contract constitutes the entire agreement between the Parties, supersede any previous agreement or understanding relating to the subject matter herein and may not be varied except in writing between the Parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
12.5 No third party shall be entitled to rely on the terms of the Contract and the Contracts (Rights of Third Parties Act) 1999 (or any equivalent legislation in any relevant jurisdiction) shall not apply.
12.6 If any provision of the Contract is held to be unenforceable or invalid by a court of competent jurisdiction, the validity and enforceability of the remaining provisions will not be affected thereby.
12.7 The Contract shall be governed by the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English court.
