FROM OUR CELLAR LIMITED’S SUBSCRIPTION TERMS AND CONDITIONS
These are the terms and conditions (the “Conditions”) on which we will provide certain products and/or services to you. In the case of you purchasing a subscription service, we will provide you with access to digital copies of our tasting notes and articles through the From Our Cellar Archive accessible via our online marketplace www.fromourcellar.com and/or www.fromourcellar.co.uk (the “Platform”). Throughout these Conditions, the term ‘we’, ‘us’ or ‘our’ refers to From Our Cellar Limited.
From Our Cellar Limited is a company registered in England and Wales (company number 12432746). Our company registration number is 13173438 and our registered office is at 89 High Street, Hadleigh, Ipswich, Suffolk, IP7 5EA. Our registered VAT number is 370080328.
In the instance that you have any queries or concerns in relation to these Conditions, or any products and/or services provided, you can contact us by writing to us at firstname.lastname@example.org and postal address at 89 High Street, Hadleigh, Ipswich, Suffolk, IP7 5EA.
To become a From Our Cellar member and to sign-up to our subscription services you must complete the registration process on the Platform. When submitting an order to purchase products and/or services, whether on a one-off basis or on a subscription basis, you must provide your name, email address and corresponding billing address and/or delivery address (as may be the case and depending upon the level of membership acquired). In the instance that you purchase tasting notes and/or articles, the relevant materials will be available for review and download from the From Our Cellar Archive for the duration of the term of your subscription, or in the case of one-off purchases as detailed in clause 5 below. In the instance that your email address changes, you must notify us as soon as possible to ensure that you are able to access the Platform.
1. Our contract with you
1.1 Your order is an offer to purchase certain products from us either on a one-off or recurring basis. You can place your order by selecting the relevant products and/or subscription services through our Platform. You are able to check and amend your details and scope of the products and/or subscription services required until the point of payment. If you wish to make any changes after this you can do so in accordance with clause 1.3 below.
1.2 Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us. If we are unable to accept your order, we will email you to inform you of this.
1.3 If you wish to make a change to the products you have ordered or the scope of your subscription services, please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the products or subscription services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract in accordance with clause 11.
1.4 The default method of communication between you and us will be over email, using the email address provided when you purchased the products and/or services.
2. Access to the From Our Cellar Archive
2.1 By placing an order to purchase products and/or subscription services from us, you warrant that you are at least 18 years of age and of the legal age to consume alcohol in England and Wales. We only sell alcohol or alcohol-related products to customers who are 18 years old or over. In the instance it transpires that you are not of age, we reserve the right to terminate the contract with immediate effect and with no liability to you. You will indemnify us for any loss or damage incurred to us or the From Our Cellar reputation and brand following a breach of this clause 2.1.
2.2 During the order process, we will let you know when we will provide the products to you. In the case of tasting notes and/or article reviews purchased on a one-off basis such products will be available for you to download via the Platform immediately.
2.3 Where you wish to have access to the From Our Cellar Archive which is comprised of an array of tasting notes and/or article materials, these products will be available for review and download from the Platform. We have two levels of membership. Our basic membership subscription service provides you with full access to the From Our Cellar Archive and such other membership services as may be available from time to time and notified to you on the Platform, on a month-by-month or annual basis. You will be required to pay the monthly or annual subscription fee due as outlined in clause 4 below. We will also tell you during the order process when and how you can end the contract. We will supply the products and/or provide you with access to the Platform until the subscription services expire (if applicable), or you end the contract.
2.4 All products provided by us to you are for personal, non-commercial use and must not be re-sold for profit. You acknowledge that wine and alcohol tasting has a subjective nature and any content and information provided within the From Our Cellar Archive will be based on the opinion of third parties and we are in no way responsible for these opinions.
2.5 We are not responsible for delays outside our control. If our supply of the products and/or services is delayed by an event outside of our control or due to a technological default that we are unable to rectify within 48 hours of the relevant default, we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products and/or services that you have paid for but not received.
3. From Our Cellar Subscriptions
3.1 Subscriptions are sold in monthly or annual packages. You may subscribe to receive full access to our From Our Cellar Archive and materials uploaded to the Platform.
3.2 As outlined in clause 2.3 above, our basic membership provides you with access to the From Our Cellar Archive. If you subscribe to become a Cellar Club member and obtain a full membership, in addition to having complete access to the From Our Cellar Archive and such other membership perks as may be notified to you from time to time, you will receive one monthly delivery comprising the “Cellar of the Month” gift box (the “Gift Box”). The Gift Box will be comprised of hand-picked alcoholic and/or non-alcoholic beverages. We provide three different Gift Box options dependent upon your acquired taste. You will be prompted to select a default option when signing-up to become a Cellar Club member (i.e. whether your default preferred Gift Box is an alcoholic or non-alcoholic Gift Box, or if you wish to receive a lucky dip Gift Box which will be randomly selected by us on your behalf).
3.3 We endeavour to provide you with our pre-selected Gift Box options no later than the 5th day each relevant month. You will have 5 days to accept and/or amend your Gift Box. If we do not hear from you with regards to your preferred choice of Gift Box within the time period specific in this clause 3.3, we will assume that you are happy to receive your default hand-picked Gift Box and will arrange for the Gift Box to be dispatched to you. Once dispatched, you will not have the facility to change your Gift Box unless the products are faulty as expanded upon in clause 11.1(a) below.
4. Orders and payment
4.1 Upon the commencement of your subscription, you authorise us to arrange the withdrawal of funds from your Visa Debit, Visa Credit or MasterCard bank account details that you supplied when processing your order at the start of each subscription period without further reference to you. Payments for each month’s subscription fee will be debited from your account on the first day of each relevant month and is required in advance to afford you with access to the From Our Cellar Archive.
4.3 You will be redirected to Stripe’s own server when you process your payment. Your personal banking information is not provided directly to us and completion of your order will be subject to your agreement to Stripe’s terms and conditions. A separate contractual relationship is therefore created between you and Stripe and we cannot be held liable for any errors, actions, omissions or incorrect charges that may be made by Stripe. You accept that some banking institutes may charge you an additional fee for certain transactions (for example, international transactions).
4.4 Stripe will take, and we will collect, your first payment when we accept your order. If you have purchased a subscription plan, payments will be taken on the first day of each month (which may change from time to time). If you have purchased an annual subscription, you will be charged in one lump sum the annual sum stated at the time of purchase plus applicable taxes. We may change our prices by giving you notice by email at least 14 days before any price change takes effect. If you do not accept the new price, you should cancel your subscription in accordance with clause 11.2(a) as payments taken after the notice period will be at the new price.
4.5 If your payment method was declined by the bank or financial institution for whatever reason, you will be notified by email and we will attempt to take the relevant payment due from you again. If we are unable to obtain payment after two attempts your subscription will be suspended and the outstanding balance due from you must be paid within 14 days of the last failed payment date. In the instance that any banking charges are incurred due to your payment bouncing, we will in no circumstance be liable to you to account for such charges. By entering into a subscription service with us, you are providing us with an assurance that you will have the financial ability to pay your monthly subscription fees as and when due.
4.6 In the instance that we suspend your subscription services and access to the products on the From Our Cellar Archive due to your inability to make payment when due under clause 4.4 or 4.5, your access will remain suspended until we receive payment from you for the outstanding amounts. We may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
4.7 In the instance that you have a Cellar Club membership, the monthly or annual subscription fee due from you will include delivery charges payable in respect of the Gift Boxes that will be dispatched to you on a month-by-month basis and as will be displayed to you on the Platform. Dispatch of the Gift Box is subject to our being able to charge your payment card and to being in receipt of your monthly subscription fee. It is your responsibility to update your payment card details as necessary.
4.8 We will issue you with an invoice each month, or on commencement of your contract in respect of any annual subscription services. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
4.9 We may have to suspend your access to the Platform to you to deal with technical problems, make minor technical changes to the Platform or make changes to the products and/or services (to reflect changes in relevant laws and regulatory requirements) as may be required from time to time. If we intend to suspend the supply of the products and/or services provided on a subscription basis, we will adjust the subscription price payable so that you do not pay for the subscription while it is suspended. You may contact us to end your subscription if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 14 days and we will refund any sums you have paid in advance for the subscription in respect of the period after you end the subscription.
5. Purchasing a single product/service
We will use our reasonable endeavours to make sure that the price due for each separate product/service is shown accurately on the Platform. In the instance that you wish to acquire a product/service on a one-off basis, you must pay us for the product/service in full prior to the relevant product/service being released to you on the Platform. The relevant tasting note or article purchased will be available in your From Our Cellar user dashboard for download.
6. Licence to use the Platform in connection with the subscription services
6.1 In consideration for the subscription fees to be paid by you to us, we grant you a personal, non-exclusive, non-transferable, revocable licence, commencing on the first day of the subscription period, to use the Platform in connection with the subscription services to review and download the materials available on the From Our Cellar Archive.
6.2 You shall not:
(a) sub-license, assign or novate the benefit or burden of the licence granted in clause 6.1 in whole or in part; or
(b) deal in any other manner with any or all of your rights and obligations under these Conditions.
6.3 We may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of our rights and obligations under the licence granted in clause 6.1 without providing notice to you, which does not in any event prevent us or any other third parties we chose to grant permission to from using the Platform.
6.4 You shall ensure your access to the Platform and account details are maintained confidentially and only disclosed to those parties who are required to review and download the products and/or services through the Platform. The licence granted in clause 6, and your access to the Platform, will terminate at midnight on the last day of your subscription period subject to you providing us with notice to terminate. If you do not provide us with the relevant notice, your subscription will automatically renew in accordance with clause 10.
7. Personal Data
8. Intellectual Property Rights
You acknowledge that all intellectual property rights in the Platform, the From Our Cellar name, logo and branding and materials uploaded onto the From Our Cellar Archive are owned entirely by us, or our licensors (as appropriate), and you shall have no rights in or to the Platform (excluding in respect of the licence granted to you under clause 6.1), the From Our Cellar name, logo and branding or materials uploaded onto the From Our Cellar Archive. You must not extract or otherwise use any of the content on the Platform for commercial purposes.
9. Delivery of your “Cellar of the Month” Gift Box
9.1 If you are a Cellar Club member, we will arrange delivery of your Gift Box each month until either the subscription expires (if applicable), you end the contract or we end the contract by written notice to you as described in clause 12.
9.2 We will arrange for your Gift Box to be delivered to your delivery address as specified when you sign up to the subscription services. You are able to specify an alternative drop-off location when processing your order, such as for the Gift Box to be left with a neighbour or secure location such as in your porch. If you are not at home when we attempt to deliver the Gift Box, or no one is available to take delivery of the Gift Box (which cannot be posted through your letterbox), we will leave the Gift Box at any ‘safe place’ as specified by you when processing your subscription order. If you do not leave a ‘safe place’ location when processing your subscription, Royal Mail delivery service will leave you a note informing you of how to collect the Gift Box from a local depot. It is your responsibility to ensure the Gift Box is collected during the specified holding period. If you do not collect the Gift Box during this period, the Gift Box will be returned to us and additional delivery charges will apply in the instance that subsequent re-delivery is required.
9.3 The Gift Box is entirely at your risk from the point of delivery and we will not be responsible for any loss incurred to you on the basis that the Gift Box is not recoverable from your ‘safe place’ location. You will own the Gift Box from delivery and once we have received payment in full.
10. Automatic renewal
10.1 Subscriptions will automatically renew at the end of the relevant subscription period unless notified by you to us in advance of the renewal date. In the instance that you wish to cancel or suspend your subscription package, you must provide us with written notice of this and not less than 10 business days prior to the end of the subscription period. You understand that your subscription will otherwise automatically renew on your assigned renewal date. You authorise us to store your payment method(s) and to automatically charge your payment method(s) until you cancel your subscription.
10.2 Unless notified otherwise by you in accordance with clause 10.1, you authorise us (without notice to you, unless required by applicable law) to charge a renewal subscription identical to the regularity and time period previously undertaken by yourself and using the payment account details that we have on file for you. We will automatically charge you the then-current rate for your subscription plan plus applicable taxes (such as VAT).
10.3 From time to time, we may change the price associated with the available subscription packages on our Platform. In such circumstances, you will be notified prior to us increasing the subscription fees and your membership will renew at the then-prevailing price of your current plan. If you wish to cancel your subscription pending an increase in the subscription fees, you may do so and no cancellation charges will be incurred. You will be entitled to receive access to the From Our Cellar Archive and any Gift Boxes released during that period and due to you up until the end of your subscription period.
11.1 Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
(a) if what you have bought is faulty or misdescribed including in respect of a Gift Box, you may have a legal right to end the contract (or the get the product repaired or replaced or to get some or all of your money back) – please see clause 11.6;
(b) if you want to end the contract because of something we have done or have told you we are going to do – please see clause 11.2;
(c) if you have just changed your mind about the services you may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions – please see clause 11.3; or
(d) in all other cases (if we are not at fault and there is no right to change your mind) – please see clause 11.8.
11.2 If you are ending a contract for a reason set out at 11.2(a) to 11.3(e) below the contract will end immediately and we will refund you in full for any products and/or subscription services which have not been provided. The reasons are:
(a) we have told you about an upcoming change to the products, subscription services or these Conditions which you do not agree to;
(b) we have told you about an error in the price or description of the products or subscription services you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the products and access to the From Our Cellar Archive may be significantly delayed because of events outside our control;
(d) we have suspended your access to the From Our Cellar Archive for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 7 business days; or
(e) you have a legal right to end the contract because of something we have done wrong (including because we have delivered late as outlined in clause 2(c).
11.3 For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these Conditions. You do not have a right to change your mind in respect of digital products, such the tasting notes and articles uploaded from the From Our Cellar Archive after you have started to download these.
11.4 In the instance that you wish to cancel your purchase of a product on a one-off basis or to cancel your subscription and access to the From Our Cellar Archive, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading the materials from the From Our Cellar Archive.
11.5 To end the contract with us, please let us know by doing one of the following:
(a) Email. Email us at email@example.com. Please provide your name, home address, details of the order and, where available, your phone number and email address.
(b) Online. Cancelling your membership within the Customer Dashboard on the Platform.
11.6 If the products contained within a Gift Box that has been received by you are faulty or misdescribed, you must return them to us. You must post them back to us at PO Box 77130, London, W4 9LF. Please email us at firstname.lastname@example.org for a return label. We will pay the costs of return if the products are faulty or misdescribed. If you receive damaged bottles in your Gift Box, please let us know immediately and we will arrange for a replacement to be sent to you or a refund issued to the value of the Gift Box. If you wish to cancel your subscription services, your access to the Platform and From Our Cellar Archive will continue until the end of that billing period. Any refunds are made at our discretion.
11.7 We are under a legal duty to supply products and/or services to you that are in conformity with the contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
In relation to digital content, for example the subscription services to the From Our Cellar Archive, the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:
(a) If your digital content is faulty, you are entitled to a repair or a replacement.
(b) If the fault cannot be fixed, or if it has not been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back.
(c) If you can show the fault has damaged your device and we have not used reasonable care and skill, you may be entitled to a repair or compensation.
In relation to goods, for example the products included in our Gift Boxes, you are entitled to a replacement or refund if the products are faulty or misdescribed. Please see clause 11.6.
See also Exercising your right to change your mind (Consumer Contracts Regulations 2013).
11.8. Even if we are not at fault and you do not have a right to change your mind (see clause 11.1(d)), you can still end the contract before it is completed. A contract for goods is completed when the product is delivered, and paid for. A contract for services, including in respect of any subscription, is completed when we have finished providing the services for the relevant subscription period and you have paid for them. If you want to end the contract in these circumstances, just contact us to let us know. The contract will not end until the end of the relevant subscription period as the case may be. We will refund any advance payment you have made for any products and/or services which will not be provided to you. For example, if you have purchased monthly subscription services and tell us you want to end the contract on 4 February we will continue to supply the products and/or services up until the end of February. We will only charge you for supplying the products and/or services up until the end of February and will refund any sums you have paid in advance for the supply of the services and/or products after that. Please see clause 11.6 in respect of annual subscription services.
11.9. We will make any refunds due to you as soon as possible. Your refund will be made within 14 days of cancellation to the bank account details to which we process your direct debit via Stripe.
We may end the contract at any time by writing to you if you do not make any payment to us when it is due and we have attempted to take payment twice or you are found to be in breach of these Conditions including in respect of the warranty provided by you to us as outlined in clause 2.1.
13.1 If we fail to comply with these Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking the contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
13.2 You hereby acknowledge and accept that your use of the Platform and the From Our Cellar Archive are dependent upon you having access to the internet. It is your responsibility to ensure that you have an adequate internet connection, and we accept no liability for your inability to access the From Our Cellar Archive due to a poor and/or lack of internet connection or any other problems inherent with the use of the internet and electronic communications. We have no responsibility to you for the provision, support and maintenance of any of your hardware or software used to provide you with access to the internet or the Platform, or any related hardware or software (including an IP router, proxy server, firewall or anti-virus software), the responsibility for which will remain exclusively with you.
13.3 We in no way guarantee that your use of the Platform and/or the From Our Cellar Archive will be uninterrupted or that such use will meet your desired requirements or expectations.
13.4 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation or for breach of your legal rights in relation to the products and/or services.
14.1 We may transfer the contract to someone else. We may transfer our rights and obligations under these Conditions to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. You need our consent to transfer your rights to someone. You may only transfer your rights or your obligations under these Conditions to another person if we agree to this in writing.
14.2 Nobody else has any rights under the contract. The contract is between you and us. No other person shall have any rights to enforce any of these clauses.
14.3 If a court finds part of the contract illegal, the rest will continue in force. Each of the clauses of these Conditions operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect and the appending clauses shall be deemed modified to the minimum extent necessary to make them valid and/or enforceable.
14.4 Even if we delay in enforcing the contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Conditions, or if we delay in taking steps against you in respect of your breaking the contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide you with access to the From Our Cellar Archive, we can still require you to make the payment at a later date and/or revoke your access to the same.
14.5 These Conditions are governed by English law and you can bring legal proceedings in respect of the products and/or subscription services in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.