These are the Conditions on which we supply a Topper to you.
Please read these Conditions carefully before you submit your Order to us. You are advised to read these Conditions every time you intend to make a purchase of a Topper. Each time you place an Order with us you must confirm acceptance of these Conditions. These Conditions tell you who we are, how we will provide a Topper to you, how you and we may change or end the Contract, what to do if there is a problem and other important information.
Words such as "us", "we", "our" and "Big Day Cakes” refer to PCH Technologies Limited., a company registered and established in Ireland. Our company registration number is 380877 and our registered office is at Unit 1D, Renmore Business Park, Kilcoole, Co. Wicklow, Ireland. Our registered VAT number is 6400877E. Words such as "you" and "your" mean you, our customer, using our Website as completed by you when completing the Order.
2.1 These Conditions shall:
2.1.1 apply to and be incorporated in the Contract; and
2.1.2 prevail over any inconsistent terms or conditions contained in or referred to in your Order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
2.2 No addition to, variation of, exclusion or attempted exclusion of any term or condition of the Contract shall be binding on Intercake unless in writing and signed by a duly authorised representative of Intercake.
3.1 You may only open one user account on the Website. When registering for an account on the Website you agree to provide accurate, current and complete information and to promptly update the information that you provide to us when it changes.
3.2 If you choose, or you are provided with, a password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable, suspend or restrict any user identification name or salt, whether chosen by you or allocated by us, at any time, at our discretion, including if, in our opinion, you have failed to comply with any of the provisions of these Conditions.
3.3 You may not: (i) enter, select or use an email address owned or controlled by another person with the intent to impersonate that person; or, (ii) use a name or credit card without appropriate authorisation. We reserve the right, in our sole discretion, to refuse registration of, suspend or cancel an account on the Website, without notice, or to test the veracity of email addresses provided to us by you, at any time. You shall be responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your user name and salt. Any user identification name and salt chosen or provided to you for your access to the Website shall be for your personal use only and is non-transferable.
3.4 You agree to (a) immediately notify us of any unauthorised use of your user identification name and password that you use to login to the Website, or any other breach of security that might impact on your use or our use of the Website; and (b) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
4.1 As a condition of your access and use of our Website and/or placing Orders, you warrant to us that you have the right, authority and capacity to enter into and be bound by the Contract.
4.2 Each Order for a Topper by you shall be an offer by you to Intercake to purchase the Topper subject to these Conditions and in return for your payment of the Price.
4.3 When you opt to purchase a Topper you will be required to provide an Order to us using the Website and containing certain personal, payment and other details:
4.4 Any information that you provide to us for the purpose of making an Order for the purchase of a Topper must be fully complete and accurate, including by ensuring that you have:
4.4.1 selected the correct Topper size;
4.4.2 selected the correct number of Toppers to be purchased;
4.4.3 uploaded the correct Image to appear on the Topper;
4.4.4 entered the correct message to appear on the Topper;
4.4.5 inputted the correct delivery information; and
4.4.6 inputted the correct payment details for the Price.
4.5 Confirmation and Dispatch: After placing an Order on our Website, we shall send you a written confirmation of your Order to you (the "Confirmation"). This Confirmation is an acknowledgment that we have received your Order, but does not constitute acceptance by us of your Order or creation of a Contract. Our acceptance of your Order will take place when we email you that we have dispatched your Order (a "Dispatch Email"). A binding contract shall not come into existence between Intercake and you unless and until Intercake issues a Dispatch Email to you.
4.6 You are also responsible for ensuring that the Confirmation and the Dispatch Email for the purchase of a Topper issued by Intercake to you each set out completely and accurately the Topper which you wish to purchase and that it is consistent with your Order including the information described at Clause 4.4.
4.7 Rejection of an Order: If we are unable to accept your Order, we will inform you of this in writing, by email or via the Website and will not charge you for the Topper. This might be because the Topper that you have requested is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because your attempted payment has failed, because we have identified an error in the price or description of the Topper, because we are unable to meet a delivery deadline you have specified or because any content you upload breaches our content rules.
5.1 Information Required: We may need certain information from you so that we can supply a Topper to you. If so, this will have been stated in the description of a Topper and the prerequisites for an Order as stated on our Website; see also Clause 4.4. We may also contact you by phone or in writing to ask for this information or to confirm your Order.
5.2 Outstanding Information: If you do not give us the information referred to in Clause 5.1 within a reasonable time of us asking for it, or if you give us incomplete or incorrect information (including in your Order), we may either end the Contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying a Topper late or not supplying any Topper if this is caused by you not giving us the information we need within a reasonable time of us asking for it, including through the Order process or via the Website.
6.1 No Order for which we have issued a Dispatch Email may be cancelled by you as this Contract is a contract for the supply of goods that are clearly personalised; we customise Toppers to your specification.
7.1 The quantity and description of the Topper(s) to be purchased shall be as set out in our Confirmation of your Order.
7.2 All samples, drawings, descriptive matter, specifications and advertising issued by Intercake, including of any Topper, and any descriptions or illustrations contained on our Website, catalogues, brochures, marketing or advertising, are issued or published for illustrative purposes only and you agree they do not form part of the Contract with you.
7.3 The images of Toppers on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a screen/device's display of the colours accurately reflects the colour of a Topper. Your Topper may vary slightly from those images displayed on the Website.
7.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, Confirmation, Dispatch Email, invoice or other document or information issued by Intercake (including on the Website) shall be subject to correction without any liability on the part of Intercake.
7.5 Intercake reserves the right (but does not assume the obligation) to make any changes in the specification of a Topper (i) which are required to conform with any applicable laws; or (ii) where a Topper is to be supplied to your specification, which do not materially affect its quality or performance.
7.6 Intercake's employees, contractors and agents are not authorised to make any representations or contractually binding statements concerning a Topper or this Contract.
8.1 Costs of Delivery: The Price of a Topper does not include the costs of delivery. The costs of delivery of Toppers to various locations will be as displayed to you on our Website, from time to time and in terms of your Order will be as stated on our Confirmation of your Order.
8.2 Prices: All prices of Toppers shall be as stated in our Confirmation of your Order. All Topper prices are inclusive of packaging. However please see clause 8.5 for what happens if we discover an error in the price of the Topper you order.
8.3 Currency:You shall pay the price for a Topper in the currency displayed in the Confirmation.
8.4 VAT, Charges and Duty Changes:You may be liable to pay VAT and other charges and duties (including import duties) on a Topper. We will pass on changes in the rate of VAT and other charges and duties (including import duties) to you, if it applies to an Order that you have made. If the rate of VAT or other charges and duties (including import duties) change between your Order date and the date we supply the Topper, we will adjust the rate of VAT or other charges and duties that you pay, unless you have already paid for the product in full before the change takes effect.
8.5 What happens if we got the price wrong? We take reasonable care to ensure that the price of the product advised to you is correct. It is always possible that, despite our best efforts, some of the Toppers we sell may be incorrectly priced. We will normally check prices before accepting your Order so that, where the product's correct price at your Order date is less than our stated price at your Order date, we will charge the lower amount. If the products correct price at your Order date is higher than the price stated to you, we will contact you for your instructions before we process your Order and will give you the option of continuing your Order at the correct price or cancelling your Order. If we are unable to contact you using the contact details you provided to us, we will treat the Order as cancelled. If we accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the Contract and refund you any sums you have paid.
9.1 Credit Card Payments: Online payments for Toppers are processed directly by our third party payments processor, Stripe, and are subject to Stripe’s terms and conditions which you agree to be bound by. Stripe accepts payment for the Toppers with Visa, MasterCard, and American Express card payment. You warrant to us and to Stripe that you are legally and fully entitled to use any credit card used by you for a purchase of the Topper and that such credit card is valid at the date of purchase and sufficient funds are available to cover any charges incurred by you. All card payments are subject to authorisation by the relevant card issuer. You expressly understand and agree that all payment transactions are handled by Stripe and we shall not be liable for any issue regarding payment transactions between you and Stripe. You should review any terms and conditions that apply to your relationship with Stripe to determine what use Stripe may make of your data, or what additional terms and conditions apply to that use that is additional to the use that is envisaged by these Conditions. During the purchasing process you will be asked to complete your payment details and all fields must be completed fully by you. No cash or cheques will be accepted.
9.2 Timing: You must pay for a Topper at the time of placing your Order with one of the accepted credit or debit cards listed in clause 9.1. Payment shall not be deemed to be made until we have received cleared funds for the full amount of your Order. You agree that the time for payment of the price for a Topper shall be of the essence of the Contract.
9.3 We shall invoice you for the Topper at the time we send you the Confirmation
10.1 From time to time, Intercake may offer discount codes, which may apply to any, or certain specified purchases made through our Website. Each discount code will be subject to specific terms and conditions specified at the time the discount code is available, which form part of these Conditions.
11.1 If you think the Price of your Order is wrong please contact us promptly at email@example.com to let us know.
12.1 If we do not receive your payment in full for the Topper, without prejudice to any other right or remedy available to Intercake, we are entitled to:
12.1.1 terminate the Contract or suspend any delivery of any Topper (whether ordered under the same contract or not) to you;
12.1.2 suspend all further manufacture, delivery, or other performance obligation of Intercake under this Contract until payment has been made in full; and/or
12.1.3 stop any Topper in transit to you.
12.2 We may, without prejudice to any other rights or remedies we may have, set off any liability of yours to Intercake against any liability of Intercake to you.
13.1 We use a third party delivery service to deliver your Topper to you. We instruct our third party delivery service to deliver a Topper during the time period specified in the Dispatch Email, but any such delivery period is approximate only and we cannot guarantee when your Topper will arrive. If no dates are so specified, delivery of a Topper shall be within a reasonable time of our acceptance of the Order and issue of a Dispatch Email.
13.2 Time is not of the essence as to the delivery of a Topper and Intercake is not in any circumstances liable for any delay in delivery, however caused. If our supply of a Topper is delayed by an event outside our control then we will endeavour to 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 (for example, supplier material shortages, strikes in the delivery service, weather or any other interruption to transport networks) of at least 14 working days from the last day of the anticipated time period for delivery stated in the Dispatch Email then you may contact us to end the contract and to receive a refund for any Topper you have paid for but not received.
13.3 The Topper may be delivered to you in advance of the estimated delivery date given to you. In the Republic of Ireland, delivery shall usually be made during normal business hours from Monday to Friday, 8.00 am to 4.00 pm (excluding bank or public holidays). In the United Kingdom, delivery shall usually take place before 3.00 pm in urban areas and before 4.00 pm in rural areas from Monday to Friday (excluding bank or public holidays).
13.4 You shall be responsible (at your cost) for taking delivery of a Topper.
13.5 If you are not at home when the Topper is delivered. If no one is available at your address to take delivery and a Topper cannot be posted through your letterbox, our delivery service may leave you a note informing you of how to contact them to arrange collection or rearrange delivery
14.1 Risk: The Topper shall be at the risk of Intercake until delivery to you at the place of delivery specified in our Confirmation.
14.2 Ownership: Ownership of a Topper shall pass to you on the delivery of the Topper.
15.1 You must comply with the spirit of the following provisions of Clause 15 as well as the letter; the standards apply to each part of any Image.
15.2 You are solely responsible for any Image that you submit to the Website in order to submit an Order for a Topper.
15.3 As a condition of sending us an Order and/or by submitting an Image to us on the Website, you agree to and hereby do grant, and you represent and warrant that you have the right to grant us and our suppliers a royalty-free, fully sub-licensable, fully paid up, worldwide licence to use the Image for the purposes of creating a Topper for you.
15.4 You must ensure that the Image that you submit to us complies with our content requirements, which we update from time to time and which are found in our FAQs.
15.5 The following is a list of the type of image that you are prohibited from submitting on the Website as an Image for the purposes of generating a Topper; Images must not:
15.5.1 defame, abuse, bully, harass, stalk, threaten or otherwise offend others;
15.5.2 be unlawful, obscene, defamatory, seditious, indecent, offensive, liable to incite racial hatred, liable to incite violence, discriminatory, menacing, scandalous, inflammatory, be in breach of confidence, be in breach of privacy or be inappropriate;
15.5.3 breach any applicable laws or regulations;
15.5.4 promote sexually explicit material or violence;
15.5.5 include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships; or
15.5.6 infringe upon patents, trademarks, trade secrets, copyrights or other proprietary or Intellectual Property Rights.
15.7 You agree:
15.7.1 to comply with all of our reasonable requests or instructions in relation to the use of the Website;
15.7.2 to comply with all requests or instructions of any authorised authority in relation to the use of the Website or the internet in general or for the investigation of any alleged offences;
15.7.3 to abide by all applicable laws and regulations (including copyright and other Intellectual Property Rights laws); and
15.7.4 not to distribute, download, upload or transmit any material which contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programmes when using the Website or supplying the Image.
16.1 Where a Topper is supplied for export from Ireland, the provisions of this condition 16 shall override any other provision of these Conditions.
16.2 You shall be exclusively responsible for complying with any legislation governing:
16.2.1 the importation of a Topper into the country of destination; and
16.2.2 the export and re-export of a Topper by you;
and shall be responsible for the payment of any duties on it.
IMPORTANT - YOUR ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS SECTION 17.
17.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this 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.
17.2 We do not exclude or limit in any way our liability to you (an individual Customer) where it would be unlawful to do so. To the fullest extent permitted by applicable law, Intercake’s total liability to you (an individual Customer) under or in connection with your Contract shall not exceed the total Price of your Order.
17.3 We are not liable for business losses. If you use a Topper for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, loss of data or loss of business opportunity. If you are a business, all conditions and warranties implied, statutory or otherwise, including but not limited to those provided under the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980 (as amended from time to time) are excluded to the fullest extent permitted by law. To the fullest extent permitted by applicable law, Intercake’s total liability to you (a business Customer) under or in connection with your Contract shall not exceed the total Price of your Order.
17.4 We shall be responsible for any damage or loss to a Topper in transit, provided that you notify us of this issue within three days of delivery of a Topper and that a Topper has been handled in accordance with these Conditions and any of our stipulations. In particular, you must take a photograph of the Topper which shows how it is damaged or incorrectly supplied and email it to us at firstname.lastname@example.org noting the damage or error in supply in detail. We may also request that you return the Topper to us at our expense so that we can review the Topper. Any remedy under this condition 17.4 shall be limited, at the option of Intercake, to the replacement of any Topper and/or refund of price which is proven to our satisfaction to have been lost or damaged in transit.
17.5 We shall not in any circumstances be liable for any non-delivery of Topper (even if caused by our negligence) unless you notify Intercake in writing of the failure to deliver within seven days of the last day of the anticipated delivery period set out in the Dispatch Email. Any liability of Intercake for non-delivery of a Topper shall in all circumstances be limited to, at our option, replacing a Topper within a reasonable time and/or providing a refund.
17.6 We warrant to you that a Topper is edible and free from defects of workmanship and materials. Intercake undertakes (subject to the remainder of this condition 17.6 and 17.7), at its sole discretion, to replace any Topper which is found to be defective as a result of faulty materials or workmanship within the Warranty Period, which is 30 days from receipt of the Topper (the “Warranty Period”), provided you notify Intercake of the warranty breach within the Warranty Period in accordance with the following procedure.
17.6.1 you give written notice of the defect to Intercake within 3 days of the time when you discover or ought to have discovered the defect and the notice is received during the Warranty Period;
17.6.2 to notify us, you must take a photograph of the Topper which shows how it is damaged or incorrectly supplied and email it to us at email@example.com noting the damage or error in supply; and
17.6.3 after receiving the notice, we may request that you return the Topper to us at our place of business and at our cost so we can review the Topper.
Any replacement Topper shall be under warranty for the unexpired portion of the Warranty Period.
17.7 We not in any circumstances be liable for a breach of the warranty in condition 17.6 if:
17.7.1 you use the Topper after having notified us of an issue under condition 17.6.1; or
17.7.2 the Topper has been damaged accidentally by you
17.7.3 the defect arises because you failed to follow our oral or written instructions (in particular, the instruction flyer provided with your Topper) as to the storage or use of the Topper; or
17.7.4 you have altered or modified the Topper without our written consent; or
17.7.5 the damage or defect to the Topper was caused by improper use or storage (for example, not keeping the Topper in a sealed bag) of the Topper outside its normal application.
17.8 If our performance of our obligations under the Contract is prevented or delayed by any act or omission of you (other than by reason of a Force Majeure Event under condition 22), you shall in all circumstances be liable to pay to Intercake all reasonable costs, charges or losses sustained by it as a result, subject to Intercake notifying you in writing of any such claim it might have against you in this respect.
17.9 All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
17.10 Nothing in these Conditions excludes or limits the liability of Intercake for death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation; or any other liability not capable of being excluded or limited in the manner set out in this Contract.
18.1 How to tell us about problems. If you have any questions or complaints about your Topper or Order or this Contract, please contact us. You can telephone our customer service team at +353 1 9010323 (IRL) / +44 20 31372432 (UK) or write to us at Customer Service, Unit 1D, Renmore Business Park, Kilcoole, Co. Wicklow, Ireland or email us at firstname.lastname@example.org. If you purchased a photo-cake in an Asda, Morrison’s, or SuperValu store, this Contract is not relevant to you; please speak to staff in the store in which you purchased your cake or Topper.
18.2 You may also find the link to the EU Online Dispute Resolution (ODR) Platform which is available for the resolution of disputes regarding online purchases of the Topper: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage.
18.3 Your obligation to return a rejected Topper.If you wish to exercise your legal rights to reject Toppers purchased on our Website you must notify us of the issue within 3 days of delivery of your Topper. To notify us, you must take a photograph of the Topper which shows how it is damaged or incorrectly supplied and email it to us at email@example.com noting the damage or error in supply. We may also request that you return the Topper to us at our expense so that we can review the Topper.
19.1 You aacknowledge that all Intellectual Property Rights used by or subsisting in the Website and a Topper (excluding the Image, unless we have supplied the Image to you) are and shall remain the sole property of Intercake or (as the case may be) its licensors, and you shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.
20.1 You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to you by Intercake or its agents, and any other confidential information concerning Intercake's business or its products which you may obtain. You shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging your obligations to Intercake, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind you.
21.1 We may end the Contract if you break it. We may end the Contract at any time by writing to you if:
21.1.1 do not make any payment to us in full and you still do not make payment within 3 days of us reminding you that payment is due.
21.1.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide a Topper, for example, consent to use a company logo;
21.1.3 you do not, within a reasonable time, allow our delivery service to deliver a Topper to you; or
21.1.4 you suffer an Insolvency Event.
21.2 Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect.
21.3 Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Intercake reserves the right to defer the date of delivery, or to cancel the Contract or reduce the amount of Toppers ordered, if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Intercake or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors ("Force Majeure Event”)
No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
24.1 If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.
24.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
25.2 We may from time to time contact you by post, email, text message or telephone with information on new products, services, special discounts or other information we believe may be of interest to you. If you would prefer not to receive such information please indicate your preference when submitting your Order.
26.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
26.2 Each party acknowledges that in entering into this Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
26.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
27.1 You shall not, without the prior written consent of Intercake, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Contract.
27.2 Intercake may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
28.1 You can contact us by telephoning our customer service team at +353 1 9010323 (IRL) / +44 20 31372432 (UK) or by emailing us at firstname.lastname@example.org or writing to us at Customer Service, Unit 1D, Renmore Business Park, Kilcoole, Co. Wicklow, Ireland.
28.2 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Order.
28.3 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or email.
28.4 Any notice or communication shall be deemed to have been received:
28.4.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
28.4.2 if sent by post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
28.5 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation disputes or claims) are governed by and construed in accordance with the law of Ireland.
Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
31.1 The definitions and rules of interpretation in this clause apply in these conditions.
Contractyour Order and our acceptance of it in accordance with Section 4 in a Dispatch Email, and the Conditions;
Conditionsthese terms and conditions entitled Intercake Terms and Conditions of Sale;
Customerthe person, firm or company who purchases a Topper from Intercake named in the Order;
Insolvency Event means, in relation to a party, if:
(a) it ceases or threatens to cease to carry on all or a substantial part of its business or it is a company that is, or is likely to be, deemed to be unable to pay its debts for the purposes of Section 570 of the Companies Act 2014, or its a company is, or is likely to be, unable to pay its debts, for the purposes of section 509 of the Companies Act 2014, is a related company for the purposes of Section 517 of the Companies Act 2014 or becomes unable to pay its debts as they fall due;
(b) an order is made or a resolution is passed for the winding up of it;
(c) proceedings are initiated against it under any applicable liquidation, insolvency, composition, reorganisation (other than a reorganisation where it is solvent) or other similar laws save where such proceedings are vexatious or frivolous and are being contested in good faith by it and are discharged, stayed or dismissed within thirty (30) days;
(d) a receiver, administrator, examiner or other similar official is appointed in relation to it or in relation to the whole or any part of the undertaking or assets of it or an encumbrancer shall take possession of the whole or any substantial part of the undertaking or assets of it, or a distress, execution, diligence or other process shall be levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of it and is not discharged within thirty (30) business days;
(e) if it shall initiate or consent to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation (other than a reorganisation where it is solvent) or other similar laws or shall make a conveyance or assignment for the benefit of its creditors generally; or
(f) any event analogous to paragraphs (a) to (e) above shall occur in any other jurisdiction to which the relevant party is subject;
Intellectual Property Rights patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Intercake PCH Technologies Limited of Unit 1D, Renmore Business Park, Kilcoole, Co. Wicklow trading as "INTERCAKE;
Orderyour Order for a Topper, submitted using the order form appearing on our Website from time to time;
Topperthe edible sugar sheet cake topper, printed with edible ink, agreed in the Contract to be purchased by you from Intercake;
VATvalue added tax chargeable under Irish law or other applicable laws for the time being and any similar additional tax; and
31.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Contract.
31.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
31.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
31.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
31.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
31.7 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Contract under that statute or statutory provision.
31.8 A reference to writing or written includes faxes and email.