Terms of Sale - Ellactiva

TERMS OF SALE

BACKGROUND:

These Terms of Sale, together with any and all other documents referred to herein, set out the terms under which Goods are
sold by Us to consumers through this website, www.ellactiva.co.uk (“Our Site”). Please read these Terms of Sale carefully
and ensure that you understand them before ordering any Goods from Our Site. You will be required to read and accept
these Terms of Sale when ordering Goods. If you do not agree to comply with and be bound by these Terms of Sale,
you will not be able to order Goods through Our Site. These Terms of Sale, as well as any and all Contracts are in
the English language only.

1. Definitions and Interpretation

In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:

‘Contract’	means a contract for the purchase and sale of Goods, as explained in Clause 8;
‘Goods’	means the goods sold by Us through Our Site;
‘Goodwill Guarantee’	means the goodwill guarantee offered by Oxford Pharmascience Limited, a limited company registered in England & Wales under Company Number 06498279, whose registered address is London BioScience Innovation Centre, 2 Royal College Street, London, NW1 0NH, which exists to enhance the legal rights of Our customers in the United Kingdom to change their mind and return Goods to Us;
‘order’	means your order for Goods;
‘Order Confirmation’	means our acceptance and confirmation of your Order;
‘Order Number’	means the reference number for your Order; and
‘We/Us/Our’	means Oxford Pharmascience Limited, a company registered in England & Wales under Company Number 06498279, whose registered address is London BioScience Innovation Centre, 2 Royal College Street, London, NW1 0NH.

2. Information About Us

Our Site, www.ellactiva.co.uk, is owned and operated by Oxford Pharmascience Limited, a company registered in England
& Wales under Company Number 06498279, whose registered address is London BioScience Innovation Centre, 2
Royal College Street, London, NW1 0NH. Our VAT number is GB287766927.

3. Access to and Use of Our Site

Access to Our Site is free of charge.
It is your responsibility to make any and all arrangements necessary in order to access Our Site.
Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site
(or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any
part of it) is unavailable at any time and for any period.
Use of Our Site is subject to our Website
Terms & Conditions;. Please ensure that you have read them carefully and that you understand them.

4. Business Customers

These Terms of Sale do not apply to customers purchasing Goods in the course of business.

5. Goods, Pricing and Availability

We make all reasonable efforts to ensure that all descriptions and graphical representations of Goods available from
Us correspond to the actual Goods. Please note, however, the following:
1. Images of Goods are for illustrative purposes only. There may be slight variations in colour between the
  image of a product and the actual product sold due to differences in computer displays and lighting conditions;
2. Images and/or descriptions of packaging are for illustrative purposes only, the actual packaging of Goods
  may vary.
Please note that sub-Clause 7.1 does not exclude Our responsibility for mistakes due to negligence on Our part and
refers only to minor variations of the correct Goods, not to different Goods altogether. Please refer to Clause
11 if you receive incorrect Goods (i.e. Goods that are not as described).
Minor changes may, from time to time, be made to certain Goods, for example, to reflect changes in relevant laws
and regulatory requirements, or to address particular technical or security issues. Any such changes will not
change any main characteristics of the Goods and will not normally affect your use of those Goods. However, if
any change is made that would affect your use of the Goods, suitable information will be provided to you.
In some cases, as described in the relevant product descriptions, We may also make more significant changes to certain
Goods or to the price of those Goods. If We do so, We will inform you at least five working in advance of the
changes becoming effective. If you are not happy with the changes, you may end the Contract as described below
in sub-Clause 13.1.
We may from time to time withdraw certain products from sale. If any Goods purchased by you (whether as a one-off
purchase or by subscription) are likely to be affected by such withdrawal, We will inform you in writing at least
five working days in advance. You will be refunded in full for any Goods paid for that you will not receive due
to their withdrawal. Refunds will be made within 14 calendar days, using the same payment method that you used
when ordering the Goods.
We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online.
We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary.
Changes in price will not affect any order that you have already placed (please note sub-Clause 7.10 regarding
VAT, however).
All prices are checked by Us before We accept your Order. In the unlikely event that We have shown incorrect pricing
information, We will contact you in writing to inform you of the mistake. If the correct price is lower than
that shown when you made your Order, we will simply charge you the lower amount and continue processing your
Order. If the correct price is higher, We will give you the option to purchase the Goods at the correct price
or to cancel your Order (or the affected part of it). We will not proceed with processing your Order in this
case until you respond. If We do not receive a response from you within five working days, We will treat your
Order as cancelled and notify you of this in writing.
In the event that the price of Goods you have ordered changes between your Order being placed and Us processing that
Order and taking payment, you will be charged the price shown on Our Site at the time of placing your Order.
All prices on Our Site include VAT. If the VAT rate changes between your Order being placed and Us taking payment,
the amount of VAT payable will be automatically adjusted when taking payment.
Delivery charges are not included in the price of Goods displayed on Our Site. For more information on delivery charges,
please refer to our shipping information. Delivery options and related charges will be presented to you as part
of the order process.

6. Orders – How Contracts Are Formed

Our Site will guide you through the ordering process. Before submitting your Order you will be given the opportunity
to review your Order and amend it. Please ensure that you have checked your Order carefully before submitting
it.
If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon
as possible. If We are unable to process your Order due to incorrect or incomplete information, We will contact
you to ask to correct it. If you do not give us the accurate or complete information within a reasonable time
of Our request, We will cancel your Order and treat the Contract as being at an end. If We incur any costs as
a result of your incorrect or incomplete information, We may pass those costs on to you.
No part of Our Site constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer
that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending you an Order Confirmation
by email. Only once We have sent you an Order Confirmation will there be a legally binding Contract between Us
and you.
Order Confirmations shall contain the following information:
1. Your Order Number;
2. Confirmation of the Goods ordered including full details of the main characteristics of those Goods;
3. Fully itemised pricing for the Goods ordered including, where appropriate, taxes, delivery and other additional
  charges;
4. If your Order is for the regular delivery of Goods by subscription, details of your subscription, including
  its duration;
We will also include a paper copy of the Order Confirmation with your Goods.
In the unlikely event that We do not accept or cannot fulfil your Order for any reason, We will explain why in writing.
No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded
to you as soon as possible and in any event within five working days.
Any refunds due under this Clause 8 will be made using the same payment method that you used when ordering the Goods.

7. Payment

Payment for Goods and related delivery charges must always be made in advance. If you have chosen to receive Goods
as part of an ongoing subscription, your payment will be taken via your chosen payment method in advance
before each delivery of Goods as per your chosen subscription.
We accept the following methods of payment on Our Site:
1. We use a third-party payment processor, Stripe (the “Payment Processor”). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Provider in addition to these Terms of Sale. We are not responsible for errors by the Payment Processor.
If you believe that We have charged you an incorrect amount, please contact Us as soon as reasonably possible to
let us know. You will not be charged interest under sub-Clause 9.3 on any sums disputed in good faith under this
sub-Clause 9.5.

8. Delivery, Risk and Ownership

All Goods purchased through Our Site will normally be delivered as follows:
1. For one-off purchases, Goods will normally be delivered within the timescales detailed in our Shipping Information
  which can be viewed here
  shipping information; unless otherwise agreed or specified during the Order process (subject to delays
  caused by events outside of Our control, for which see Clause 14);
2. For the ongoing supply of Goods by subscription, Goods will normally be delivered on the dates specified
  in your Order confirmation and We will continue delivering the Goods until your subscription expires,
  or until it is ended either by you or Us.
You may cancel some or all of the Goods under sub-Clauses 10.3 or 10.4 provided that separating the Goods is possible
and would not significantly reduce their value. Any sums that you have already paid for cancelled Goods and their
delivery will be refunded to you within five working days. Please note that if any cancelled Goods are delivered
to you, you must return them to Us or arrange with Us for their collection. In either case, We will bear the
cost of returning the cancelled Goods.
In some limited circumstances We may need to suspend the delivery of Goods to you for one or more of the following
reasons:
1. To fix technical problems with the Goods or to make necessary minor technical changes;
2. To update the Goods to comply with relevant changes in the law or other regulatory requirements;
3. To make more significant changes to the Goods, as described above in sub-Clause 7.5.
If We need to suspend delivery of the Goods for any of the reasons set out in sub-Clause 10.6, We will inform you
in advance of the suspension and explain why it is necessary (unless We need to suspend delivery for urgent or
emergency reasons such as a dangerous problem with the Goods, in which case We will inform you as soon as reasonably
possible after suspension). No payment will be taken from you while delivery is suspended. If suspension lasts
(or We tell you that it is going to last) for more than one month, you may end the Contract as described below
in sub-Clause 13.2.
We may suspend delivery of the Goods if We do not receive payment on time for those Goods from you. We will inform
you of the non-payment on the due date, however if you do not make payment within three working days of Our notice,
We may suspend delivery of the Goods until We have received all outstanding sums due from you. If We do suspend
delivery of the Goods, We will inform you of the suspension. You will not be charged for any Goods while delivery
is suspended. If you have contacted Us to dispute any charges in good faith (see sub-Clause 9.5) We will not
suspend delivery of the Goods.
Delivery shall be deemed complete and the responsibility for the Goods will pass to you once We have delivered the
Goods to the address including, where relevant, any alternative address you have provided.
Ownership of the Goods passes to you once we have received payment in full of all sums due (including any applicable
delivery charges) for those Goods.
Any refunds due under this Clause 10 will be made using the same payment method that you used when ordering the Goods.

9. Faulty, Damaged or Incorrect Goods

By law, We must provide goods that are of satisfactory quality, fit for purpose, as described at the time of purchase,
in accordance with any pre-contract information We have provided, and that match any samples or models that you
have seen or examined (unless We have made you aware of any differences). If any Goods you have purchased do
not comply and, for example, have faults or are damaged when you receive them, or if you receive incorrect (or
incorrectly priced) Goods, please contact Us at
info@ellactiva.co.uk as soon as reasonably possible to inform Us of the fault, damage or error, and to arrange
for a refund, or replacement. Your available remedies will be as follows:
1. Beginning on the day that you receive the Goods (and ownership of them) you have a 14 calendar day right
  to reject the Goods and to receive replacement or a full refund if they do not conform as stated above.
To return Goods to Us for any reason under this Clause 11, please contact Us at
info@ellactiva.co.uk to arrange for a collection and return. We will be fully responsible for the costs of
returning Goods under this Clause 11 and will reimburse you where appropriate.
Refunds (whether full or partial, including reductions in price) under this Clause 11 will be issued within 14 calendar
days of the day on which We agree that you are entitled to the refund.
Any and all refunds issued under this Clause 11 will include all delivery costs for the affected Goods.
Refunds under this Clause 11 will be made using the same payment method that you used when ordering the Goods.
For further information on your rights as a consumer, please contact your local Citizens’ Advice Bureau or Trading
Standards Office.

10. Cancelling and Returning Goods if You Change Your Mind

If you are a consumer in the European Union, you have a legal right to a “cooling-off” period within which you can
cancel the Contract for any reason. This period begins once your Order is complete and We have sent you your
Order Confirmation, i.e. when the Contract between you and Us is formed. You may also cancel for any reason before
We send the Order Confirmation.
1. If the Goods are being delivered to you in a single instalment (whether single or multiple items), the legal
  cooling-off period ends 14 calendar days after the day on which you (or someone you nominate) receive(s)
  the Goods.
2. If the Goods are being delivered in separate instalments on separate days, the legal cooling-off period ends
  14 calendar days after the day on which you (or someone you nominate) receive(s) the final instalment
  of Goods.
3. If the Goods are being delivered on a regular basis under a subscription, the cooling-off period ends 14
  calendar days after the day on which you (or someone you nominate) receive(s) the first delivery of Goods.
If you wish to exercise your right to cancel under this Clause 12, you must inform Us of your decision within the
cooling-off period. You may do so using the following details:
1. Email:
  info@ellactiva.co.uk;
2. Phone: +44 0207 554 5875; In either case, providing Us with your name, address, email address, telephone number, and Order
  Number.
We may ask you why you have chosen to cancel and may use any answers you provide to improve Our Goods and services,
however please note that you are under no obligation to provide any details if you do not wish to.
Please note that you may lose your legal right to cancel under this Clause 12 in the following circumstances:
1. If the Goods are sealed for health or hygiene reasons and you have unsealed those Goods after receiving them;
Please ensure that you return Goods to Us no more than 14 calendar days after the day on which you have informed
Us that you wish to cancel under this Clause 12.
You may return Goods to Us by post or another suitable delivery service of your choice to Our returns address at
The RightSort Mailing Company Limited, Unit 29 Penley Industrial Park, Penley, Nr Wrexham, LL13 0LQ. Please
contact Us at
sales@ellactiva.co.uk to arrange for a return. Please note that you must bear the costs of returning Goods
to Us if cancelling under this Clause 12. The cost of returning Goods to Us should not normally exceed the cost
of having them originally delivered to you if you use the same carrier.
Refunds under this Clause 12 will be issued to you within 14 calendar days of the following:
1. The day on which We receive the Goods back; or
2. The day on which you inform Us (supplying evidence) that you have sent the Goods back (if this is earlier
  than the day under sub-Clause 12.9.1); or
3. If We have not yet provided an Order Confirmation or have not yet dispatched the Goods, the day on which
  you inform Us that you wish to cancel the Contract.
Refunds under this Clause 12 will be made using the same payment method that you used when ordering the Goods.

11. Your Other Rights to End the Contract

You may end the Contract at any time if We have informed you of a forthcoming change to the Goods that you do not
agree to, as described in sub-Clause 7.5.
If We have suspended delivery of the Goods for more than one calendar month, or We have informed you that We are
going to suspend delivery for more than one calendar month, you may end the Contract, as described in sub-Clause
10.7.
If you no longer wish to receive Goods from Us and wish to end your subscription before your subscription period
is complete you may do so by contacting Us as described below. Your cancellation will be effective as soon as
We receive it.
You also have a legal right to end the Contract at any time if We are in breach of it. For more details of your legal
rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.
You will be refunded in full for any Goods paid for that you have not yet received or will not receive due to your
cancellation. Refunds under this Clause 13 will be made within 14 calendar days of the date on which your cancellation
becomes effective, using the same payment method that you used when ordering the Goods.

12. Our Liability to Consumers

We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these
Terms of Sale (or the Contract) or as a result of Our negligence. Loss or damage is foreseeable if it is an obvious
consequence of Our breach or negligence or if it is contemplated by you and Us when the Contract is created.
We will not be responsible for any loss or damage that is not foreseeable.
We only supply goods for domestic and private use by consumers. We make no warranty or representation that the Goods
are fit for commercial, business or industrial use of any kind (including resale). We will not be liable to you
for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.
Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our
negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
Nothing in these Terms of Sale seeks to exclude or limit your legal rights as a consumer. For more details of your
legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.

13. Events Outside of Our Control (Force Majeure)

We will not be liable for any failure or delay in performing Our obligations where that failure or delay results
from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure,
internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and
other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or
actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural
disaster, or any other event that is beyond Our reasonable control.
If any event described under this Clause 15 occurs that is likely to adversely affect Our performance of any of Our
obligations under these Terms of Sale:
1. We will inform you as soon as is reasonably possible;
2. We will take all reasonable steps to minimise the delay;
3. To the extent that we cannot minimise the delay, Our affected obligations under these Terms of Sale (and
  therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;
4. We will inform you when the event outside of Our control is over and provide details of any new dates, times
  or availability of Goods as necessary;
5. If the event outside of Our control continues for more than 14 days We will cancel the Contract and inform
  you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you
  as soon as is reasonably possible and in any event within 14 days of the date on which the Contract is
  cancelled;
6. If an event outside of Our control occurs and continues for more than 14 days and you wish to cancel the
  Contract as a result, you may do so, please use the following details: Email:
  sales@ellactiva.co.uk ; Post: Oxford Pharmascience Limited, London BioScience Innovation Centre,
  2 Royal College Street, London, NW1 0NH; In each case, providing Us with your name, address, email address,
  telephone number, and Order Number. Any refunds due to you as a result of such cancellation will be paid
  to you as soon as is reasonably possible and in any event within 14 days of the date on which the Contract
  is cancelled.

14. Communication and Contact Details

If you wish to contact Us with general questions or complaints, matters relating to the Goods or your Order or for
matters relating too cancellations, you may contact Us, by email at
sales@ellactiva.co.uk or by post at Oxford Pharmascience Limited, London BioScience Innovation Centre, 2
Royal College Street, London, NW1 0NH.

15. Complaints and Feedback

We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that
your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any
cause for complaint.
All complaints are handled in accordance with Our complaints handling policy and procedure.
If you wish to complain about any aspect of your dealings with Us, please contact Us in one of the following ways:
1. In writing, addressed to Oxford Pharmascience Limited, London BioScience Innovation Centre, 2 Royal College
  Street, London, NW1 0NH,
2. by email at
  sales@ellactiva.co.uk

16. How We Use Your Personal Information (Data Protection)

All personal information that We may use will be collected, processed, and held in accordance with the provisions
of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
For complete details of Our collection, processing, storage, and retention of personal data including, but not limited
to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights
and how to exercise them, and personal data sharing (where applicable), please refer to Our
Privacy Policy.

17. Other Important Terms

We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable)
to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed
by Us in writing. Your rights under these Terms of Sale will not be affected and Our obligations under these
Terms of Sale will be transferred to the third party who will remain bound by them.
You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract, as applicable).
The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and
no such person or party will be entitled to enforce any provision of these Terms of Sale.
If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any
court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms
of Sale. The remainder of these Terms of Sale shall be valid and enforceable.
No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that
right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent
breach of the same or any other provision.
We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory
requirements. If We change these Terms of Sale as they relate to your Order, We will give you reasonable advance
notice of the changes and provide details of how to cancel if you are not happy with them. If you do opt to cancel,
you must return any affected Goods you have already received and we will arrange for a full refund (including
delivery charges) which will be paid within 14 days of your cancellation.

18. Law and Jurisdiction

These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed
by, and construed in accordance with the law of England & Wales.
If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing
in Sub-Clause 20.1 above takes away or reduces your rights as a consumer to rely on those provisions.
If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms
and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to
the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.