Terms and Conditions
Welcome to the South Wales Food and Drink (“SWFAD”) Terms of Service.
Please read this Agreement carefully before accessing or using the Website. These terms govern Your use of the South Wales Food and Drink website found at www.southwalesfoodanddrink.com and by accessing or using any part of the Website, You agree to become bound by the terms and conditions of this Agreement. 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 and conditions are considered an offer by SWFAD, acceptance is expressly limited to these terms.
Purpose and ownership of the website
The Website is copyright – it is owned and operated by Urban Foundry Ltd. (www.urbanfoundry.co.uk), company number 6692527 whose registered offices are situated at Unit 2, National Waterfront Museum, Swansea SA1 3RD.
The Website is offered subject to Your acceptance (without modification) of all of the terms and conditions contained herein and all other operating rules, procedures and policies that may be published from time to time on this Website by Urban Foundry Ltd. (collectively, the “Agreement”).
The purpose of the SWFAD website is to create a ‘shop window’ to small local artisan food and drink producers in the South Wales area, defined for the purposes of this website as the area including the counties of Bridgend, Carmarthenshire, Ceredigion, Neath Port Talbot, Pembrokeshire and Swansea.
The following terms and conditions govern all use of the SWFAD website and all content, services and products available through the website.
i) The following terms are used throughout the document – definitions are provided below and apply unless otherwise stated in the Agreement:
• “Agreement” or “Terms” means these Terms and Conditions;
• “We”, “Us”, “Our”, “(the) Company” or “South Wales Food and Drink” refer to Urban Foundry Ltd. company number 6692527, registered in England and Wales whose offices are situated at Unit 2, National Waterfront Museum, Swansea SA1 3RD. Urban Foundry Ltd. is the owner and operator of the SWFAD website. Should Urban Foundry Ltd. decide in future to set up a special purpose vehicle as a separate company to oversee and operate the Website, then it may transfer all of these terms and conditions to that new company whereupon the Agreement will be amended to reflect this.
• “You” means any user of the website whether they are accessing the website to find produce, whether they are traders supplying information for display on the website, or any user of the website for any other purpose. Not all clauses will be relevant to all users.
• “Website” refers to the SWFAD website: www.southwalesfoodanddrink.com
• “Content” refers to any and all material that You post to this website whether it is made publicly viewable or not.
ii) Headings in this Agreement are for convenience and shall not affect its interpretation.
2. Browsing the website
i) The Website links to third party websites – We cannot review or perform checks on third party websites and We do not accept responsibility for the Content of third party websites, the use of that Content or its effects. You are solely responsible for accessing third party websites and any ensuing transactions. You are responsible for taking precautions as necessary to protect Yourself and Your computer systems from viruses, worms, Trojan horses, and any other harmful or destructive content. Whilst we will make reasonable efforts to ensure that Content is not offensive, indecent, or otherwise objectionable, and also that Content on the Website is free from technical inaccuracies, typographical mistakes and other errors, we cannot guarantee this and accept no liability that may arise from inaccurate or offensive Content. We will make reasonable efforts to prevent the posting of and/or remove any Content that violates the privacy or publicity rights or infringes the intellectual property and other proprietary rights of third parties. You agree that it is Your responsibility to satisfy Yourself of any third party that You engage and/or transact with as a result of signposting through the Website. You further acknowledge that in using the Website You understand that it is a signposting service and does not have any control or influence over those that advertise on the Website. In using this website You further confirm that You indemnify Us against any claims that may arise from poor goods/services as a result of use of this Website.
ii) In displaying information about third parties on this website We do not make any representation in terms of their quality, nor do We endorse or represent in any formal manner those traders listed.
iii) It is the responsibility of traders to run their businesses and to adequately and accurately represent themselves through the Website – we do not make any promises or guarantees in terms of: their ability to deliver; their stock levels; adherence to advertised opening or delivery times; speed of response to correspondence; accessibility; ease of access to their data; insurance cover; accuracy of information supplied; or the quality of the goods or services that they supply. In using this Website You agree You understand this and that You will not make any claim against Us as a result of poor quality goods or services received from any third party supplier. We will not acknowledge or pursue any such correspondence.
iv) Whilst We make every effort to maintain up to date Content on the Website, we cannot guarantee that all Content is up to date as this is the responsibility of traders registered to the website and in using the Website You acknowledge that You understand this.
3. SWFAD accounts
i) You may only create an Account on the Website if You are a small food and drink producer based in or servicing the area described above. We do not provide a specific definition for ‘small’ but the purpose of the Website is to draw attention to smaller independent producers – national/multi-national firms are not the intended users and in most instances Your request for an Account will be declined.
ii) In all instances those wishing to appear on the Website must first register – We will then review and approve requests. All approved accounts will then be featured on the website at which point You will receive an email to confirm that You have been approved and that You can complete Your profile. It is Your responsibility to ensure that any emails sent to You can be received – We take no responsibility for delivery failure of emails and/or blocking or diversion of emails to junk folders. Our decision on approving or not approving applications is final.
iii) We aim to approve requests swiftly, but will only be able to do so on weekdays during normal working hours. We will not enter into correspondence whilst applications are pending, and in most instances We will not enter into correspondence if we decline Your application.
iv) If You fit the above definition but produce other goods/services in addition to food and drink You may not advertise those goods or services through the Website.
v) If You create an account on the Website as a trader, You are responsible for maintaining the security of Your account and You are fully responsible for all activities that occur under the account.
vi) You must immediately notify us of any unauthorised uses of Your account or any other breaches of security.
vii) We will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
viii) We will be reasonable but We reserve the right to suspend or delete accounts without notice if these terms are breached, and/or also if: we have reason to believe that accounts have been hacked by third parties; and/or we are repeatedly made aware of poor quality standards; and/or we are required to do so by Environmental Health Officers; and/or we have reason to believe that the account has gone out of business/is the subject of a winding up order; the links to the third party website or other means of communication do not function for any prolonged period of time (as determined by us). This list is indicative and not exhaustive.
ix) You may not create multiple accounts for the same company unless You have agreed this with us in writing in advance.
x) You may not create an account on behalf of a third party unless You have their express written permission, which You must keep a copy of for the duration of operating their account. If You do have consent to set up an account on behalf of a third party, You will be responsible for that third party’s Content, use of the Website and will be deemed to be agreeing to be responsible for entering into this Agreement.
i) If You or any third party acting on Your behalf post Content (including any links, images, audio, or any other materials) on the Website, You are entirely responsible for the content of, and any harm resulting from, that Content.
ii) In posting any Content on the Website, You confirm that:
• the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
• You have the authority to post and make available the Content and in so doing to agree to these terms;
• You have fully complied with any third-party licenses relating to the Content;
• Content posted by You does not contain/install viruses/malware or other harmful or destructive content;
• Content is not SPAM or machine/randomly generated;
• Content is relevant to the purposes of the Website, in other words it relates to food and/or drink created and supplied within SWFAD area by small traders as described above;
• Content does not contain unethical or unwanted commercial content designed to drive traffic to third party websites or boost search engine rankings of third party websites or to further unlawful acts such as ‘Phishing’ and/or mislead recipients as to the source of material (e.g. ‘spoofing’);
• Content is not pornographic, does not contain threats or incite violence and does not violate the privacy or publicity rights of any third party;
• Content will not be defamatory or illegal;
• Content is not advertised via unsolicited electronic;
• Content does not misrepresent You as another person / organisation / company;
• Content is truthful and accurate to the best of Your knowledge and ability;
• You are registered and compliant with Environment Health regulations (including where relevant being registered for the ‘scores on the doors’ scheme) wherever appropriate and that You have not been prevented from trading by any order of Environment Health.
iii) You agree that You will conform to the regulations of the General Data Protection Regulation (‘GDPR’) at all times.
iv) Any Content posted by You remains Your copyright but in posting Content on the Website You are agreeing to the free display and use of all Content that You post without limitation, both on the website and in any related publicity activities We may undertake to promote the Website and any related services.
v) You will bear any liability resulting from the posting of any Content that You do not have the rights to post and in using the website You agree that You will indemnify Us in respect of any breach of this clause.
vi) In posting Content You warrant that You have granted Us a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content, solely for the purpose of displaying, distributing and promoting the contents of Your account, through any part of the Service including through any related marketing and publicity.
vii) Each time You post Content to the Service, You agree that Our use of the Content consistent with that licence will not cause Us to breach any laws or infringe any person’s intellectual property. If You delete Content, We will use reasonable efforts to remove it from the Service, but You acknowledge that caching or references to the Content may not be made immediately unavailable.
viii) In posting any Content You agree that any non-creative Content that is a simple representation of fact (for example, but not limited to, dates, locations and type of products You have listed), whether posted by You, or drawn from Your input by Us via the Website, is not Your copyright and further You agree that You have no moral rights to such data. You further agree that such data described in this clause may be compiled and stored by Us and that We may use such data with third parties. We agree that sharing of any such data will be compliant with the requirements of GDPR regulations.
ix) You warrant that in posting Content You have adequate financial security measures in place to protect customers that may undertake electronic transactions with You.
x) We cannot and will not review third party websites and their content and do not accept responsibility for their Content. You agree that your website and all related aspects such as sales and privacy, are lawful and adequately secure and fit for purpose, including their ability to cope with increases in user-traffic that may be created by referrals from the Website. You agree to indemnify Us without limit for any claims that arise against You from anyone that has been referred through the Website to You.
xi) You agree that We may amend, alter or remove any Content if We deem it to be inappropriate, misleading or inaccurate and that this is at our sole discretion.
xii) You agree to keep links to Your website and any other contact details up to date and to inform Us if You are no longer in business. You agree that it is Your responsibility to remove Content from public view and/or to delete Your account if it is no longer needed.
6. Copyright infringement
i) If You believe that material located on or linked to by the Website violates copyright or there is a legal requirement for its amendment or removal, please notify Us by emailing email@example.com, providing as much detail as You can to help Us to investigate. We will investigate all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. If, following investigation, We deem the complaint to be upheld We will contact You to let You know what steps We have taken.
ii) If an account holder has been found to have abused the terms then We will terminate their access to and use of the Website. If a user is determined to be a repeat infringer of the copyrights or other intellectual property rights We will report them to the police.
7. Intellectual property
i) This Agreement does not transfer from SWFAD to You any SWFAD or third party intellectual property and all right, title and interest in and to such property will remain (as between the parties) solely with SWFAD.
ii) The SWFAD logo is Our copyright – it and any other service marks, graphics and logos used in connection with SWFAD or the Website are trademarks or registered trademarks of SWFAD. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants You no right or license to reproduce or otherwise use any SWFAD or third-party trademarks or other Content.
i) SWFAD reserves the right to display advertisements on the Website.
ii) As with all other aspects of this agreement, whilst We will take reasonable steps to ensure quality, We do not accept liability for any consequences of You accessing third party websites and/or otherwise engaging with third parties as a result of advertisements seen and/or clicked on through the Website.
iii) You may not advertise any third party as part of Your Content. For the avoidance of doubt, if Your primary business is to represent other producers (for example as part of a food cooperative, farmers market, or distribution/delivery service), representation through Your Content of those traders that supply You will not be considered advertising.
i) SWFAD reserves the right to display attribution links such as ‘Powered by SWFAD’, theme author and font attribution in Your Content. Any footer credits for SWFAD or related parties may not be removed.
i) We reserve the right, at Our sole discretion, to modify or replace any part of this Agreement. It is Your responsibility to check this Agreement periodically for changes. Continued use of or access to the Website by You following the posting of any changes to this Agreement constitutes acceptance of those changes.
ii) 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 be subject to the terms and conditions of this Agreement and may carry a fee – You will be given the option to ‘opt in’ to any such additions that carry a fee.
iii) We reserve the right to implement charges for listings on this website but We commit only to do so when the COVID-19 crisis is considered to be waning significantly or ended completely. We will provide You with reasonable notice of this to the email address that You list – We will give a clear start date for any charging and a clear and transparent fixed fee charging quotation. If You do not wish to pay for continued listing after receiving such a notice, no fees will be payable and Your account will be deleted on the date upon which payments would otherwise have commenced. We will not automatically charge You if the account moves from a free to a payment basis. No listings will be removed or altered prior to that date unless You have breached other terms of this agreement and/or You have told us that You wish to terminate Your account.
i) We may terminate Your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.
ii) If You wish to terminate Your SWFAD account, You may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
iii) We may, without notice, cease operation of the Website
iv) We will not be liable for any claims for loss of trade as a result of suspension or deletion of any account from any breach of these terms.
12. Disclaimer of warranties
i) We do not make any warranty that the Website will be error-free or that access thereto will be continuous or uninterrupted. You understand that You download from, or otherwise obtain Content or services through, the Website at Your own discretion and entirely at Your own risk. This does not infringe on Your Statutory Rights.
ii) We will make all reasonable efforts to ensure that the Website functions optimally, but We will not be liable for any claims for loss of trade or any other form of damages due to any failures of the Website.
13. Force Majeure
i) We do not accept liability for any consequential loss, damage, delay or non-fulfilment due to matters beyond Our control.
14. General representation and warranty
(ii) You represent and warrant that Your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.
i) You agree to indemnify and hold harmless SWFAD, Urban Foundry and its contractors, licensors and their respective directors, officers, employees and agents from and against any and all claims and expenses, including legal fees, arising out of Your use of the Website, including, but not limited to, Your breach of this Agreement.
i) This Agreement constitutes the entire agreement between Us and You. You may not modify the agreement without Our prior authorisation, which will only be valid if provided in written format clearly showing any agreed amendments and signed by an authorized executive of Urban Foundry Ltd. or if We post a revised version of this Agreement.
ii) This Agreement and use of the Website will be governed by the laws of England and Wales and any disputes arising out of or relating to this agreement will submit to the courts and judicial system of England and Wales.
iii) Without prejudice to 18 (ii), if any provisions of these Terms and Conditions are declared by any judicial or other competent authority to be illegal, void, voidable or otherwise unenforceable, or indication of the same is received by either party from any relevant competent authority, such provision shall be deemed to be severed but the remaining terms shall remain in full force and effect.
iv) A waiver agreed by Us or You of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
v) You may not assign, sub-license, or sub-contract Your rights or obligations under this Agreement to any third party without Our prior written agreement. We may assign Our rights under this Agreement without condition.