AEE Privileged Limited Trading as AEE Inter-Mart

Important Legal Notice

Please read this carefully. By agreeing to these terms and conditions you expressly agree to be bound by, observe and perform the terms and conditions set out below. You acknowledge that AEE Privileged Limited has the right at its sole discretion to amend these terms and conditions at any time without notice.

This page (together with our Cookies Policy) sets out the terms and conditions (“Website Terms“) on which we, AEE Privileged Limited T/A AEE Inter-Mart (“we“, “our” or “AEE “), provide access to our website https://www.aeeprivileged.co.uk and any AEE Inter-martmobile application through which you order products (together, “the Website“). By ordering products through the Website (whether now or in the future), you agree to be bound by these Website Terms. Use of the Website is also subject to these Website Terms.

We reserve the right to change these Website Terms from time to time by changing them on this page. We advise you to print a copy of these Website Terms for future reference. These Website Terms are only in the English language.

Use of your personal information submitted via the Website is governed by our Privacy Policy and Cookies Policy.

For the avoidance of doubt, please note that references to “Website” in these Website Terms include any current or future version of our website https://www.aeeprivileged.co.uk and any AEE INTERMART mobile application through which you access and use our Website, in each case whether accessed through any current or future platform or device (including without limitation any mobile website, mobile application, affiliate website or related website for accessing and using our Website that may be developed from time to time).

By accessing any part of the Website, you indicate that you accept these Website Terms. If you do not accept these Website Terms, you should leave the Website immediately, and you will not be able to order any products through the Website.

I. TERMS AND CONDITIONS OF USE AND SALE

1. INTRODUCTION AND OUR ROLE

1.1. Company details: AEE Privileged Limited is a company registered in England and Wales with registered company number 10058430, whose registered office is at 84 High Street North, Dunstable, Bedfordshire, LU6 1LH.

1.2. VAT number: Our VAT number is GB 314 1775 20.

1.3. Product Orders: We provide a way for you to communicate your orders (“Orders“) for products (“Products“) to suppliers (“Suppliers“) displayed on the Website. The legal contract for the supply and purchase of Products is between you and the supplier that you place your Order with. AEE only acts as a platform.

2. WEBSITE ACCESS AND TERMS

2.1. Website access: You may access some areas of the Website without making an Order or registering your details with us. Most areas of the Website are open to everyone.

2.2. Acceptance of terms: By accessing any part of the Website, you indicate that you accept these Website Terms. If you do not accept these Website Terms, you should leave the Website immediately, and you will not be able to order any Products through the Website.

2.3. Revision of terms: We may revise these Website Terms at any time. You should check the Website regularly to review the current Website Terms, because they are binding on you. You will be subject to the policies and terms and conditions in force at the time that you place an Order through us.

2.4. Responsibility: You are responsible for making all arrangements necessary for you to have access to the Website. You are also responsible for ensuring that all persons who access the Website through your Internet connection are aware of these Website Terms and that they comply with them.

3. YOUR STATUS

3.1. Capacity and age: By registering with us, you confirm that at the time of signing and continually thereafter:

3.1.1.you are actively engaged in business(es), names at the address(es) stated at the time of registration.

3.1.2You are legally capable of entering into binding contracts with Suppliers; and

3.1.3.that the business is operated by a person who is 18 years of age or over.

3.1.4.Your access and use of the Services shall be at your own discretion and risk, and you shall be solely responsible for safeguarding and maintaining the confidentiality of your Account, as defined below, including your username and password and all activities in connection with or that occur on or through your Account.

3.2. YourAccount Information

3.2.1.To access certain parts of the Site, Services and/or Content, you will be required to register for an account with AEE (“Account”). In so doing, you will be required to input your mobile number (“Login ID”) and password (“Password”).

3.2.2.It is your responsibility to safeguard and maintain the confidentiality of your Login ID and Password. You agree and undertake to:

3.2.3.You are solely responsible for safeguarding and maintaining the confidentiality of your Login ID and Password. You agree not to:

3.2.4.share or permit others to use your Account or Password; or

3.2.5.assign or transfer your Account to any other person or entity.

3.2.6.You shall be bound by and responsible for all communications and online activity transmitted or conducted through the use of your account.

4. HOW TO MAKE AN ORDER AND HOW IT IS PROCESSED

4.1. Compiling your Order: Once you have selected the Products you wish to order from the product list of your chosen Supplier and provided the other required information, you will be given the opportunity to submit your Order by clicking or selecting the “proceed”, “place my order” or similar button. It is important that you check all the information that you enter and correct any errors before clicking or selecting this button; once you do so you will be entering into a contract with the Supplier. As soon as the Supplier has confirmed your order, errors cannot be corrected (subject to paragraph 4.2. below). If your order has been on pending for more time than necessary, and you have not received any confirmation from the Supplier that they have received your order; our customer care team will get in touch with the Supplier to rectify the issue.

4.2. Amending or cancelling your Order: Once you have submitted your Order and it has been confirmed by the Supplier, you will not be entitled to change or cancel your Order. If you wish to change or cancel your Order, you may contact the Supplier directly in order to communicate your requests. However, there is no guarantee that the Supplier will agree to your requests as they may have already started processing your Order.

4.3. Payment: You will make payment directly to the Supplierwhen you collect your order, or when it is being delivered to you. AEE does not participate in any form of monetary transactions.

4.4. Processing your Order and Suppliers rejections: Once the Supplierhas confirmed your order, you will receive a notification via your mobile app that your order has been received and is being processed. Please note that any confirmation page that you may see on the Website, and any Order confirmation notification that you may receive, each confirm that you have a contract for the sale of Products with a Supplierbut does not necessarily mean that your Order will be fulfilled by theSupplier.We encourage all ourSuppliers to accept all Orders and to communicate any rejection promptly and directly with you. However,Suppliers have the ability to reject Orders at any time due to adverse weather conditions or for any other reason.

4.5. Delivery of your Order: Estimated times for deliveries and collections are provided by the Suppliers and are only estimates. Neither we nor the Suppliers guarantee that Orders will be delivered or will be available for collection within the estimated times.

5. PRICE AND PAYMENT

5.1. VAT and delivery costs: Prices will be as quoted on the Website. These prices may include VAT but may exclude delivery costs (if you opt for delivery instead of collection) and any administration or service charge may be imposed by theSupplier.These will be added to the total amount due where applicable.

5.2. Incorrect pricing: This Website contains a large number of product lists and it is possible that some of the product lists may include incorrect prices. In such an event, neither we nor the relevant Supplieris under any obligation to ensure that the Order is provided to you at the incorrect lower price or to compensate you in respect of incorrect pricing.

5.3. Payment methods: Payment for Orders must be made directly from you to theSupplier. AEE does not participate in any form of monetary transactions.

5.4. Credit and discount vouchers: A credit or discount may apply to your Order if you use a promotional voucher or code recognised by the Website and endorsed by AEE, and you pay for any balance. Please refer to our Voucher Terms & Conditions for the full terms and conditions applicable to the use of credit and discount vouchers.

6. CUSTOMER CARE

6.1. General: Customer care is extremely important to us. Subject to paragraphs 6.5 and 11, our Customer Care team will therefore try to assist you where possible if you have any problems with your Order. You can contact our Customer Care team by clicking or selecting the “Need help?”, “Help” or similar button or by calling the telephone number shown on the Website.

6.2. Questions about your Order: If your Order is taking longer than expected or you have any other problems with your Order, you can contact the Supplierdirectly in order to follow up on your query.

6.3. Changing or cancelling your Order: If you wish to change or cancel your Order after it has been submitted, you may contact the Supplierin order to communicate your requests. However, there is no guarantee that theSupplierwill agree to your requests as they may have already started processing your Order.

6.4. Complaints or feedback: In the event that you are dissatisfied with the quality of any Products or the service provided by aSupplier, please consider providing feedback in the form of ratings, comments and reviews on the Website (together, “Reviews”) to reflect your experience. The Reviews are an important part of our quality control process.

6.5. Compensation: If you are dissatisfied with the quality of any Products or the service provided by a Supplierand wish to seek a refund, a proportionate price reduction or any other compensation, you should contact theSupplierdirectly to lodge your complaint and, where appropriate, follow the Supplier’s own complaint procedures. If you are unable to contact theSupplier, or the Supplierrefuses to deal with your complaint, you can contact our Customer Care Team as described above within 48 hours of placing your Order, and we will attempt to contact the Supplierin order to request compensation on your behalf. Please note, however, that the legal contract for the supply and purchase of Products is between you and the Supplierthat you place your Order with. We have no control over Suppliers and the quality of the Products or service that they provide, and we are not able to provide, and have no responsibility or liability for providing, any compensation to you on behalf of any Supplier.

7. LICENCE

7.1. Terms of permitted use: You are permitted to use the Website and print and download extracts from the Website for your own personal non-commercial use on the following basis:

7.1.1. You must not misuse the Website (including by hacking or \”scraping\”).

7.1.2. Unless otherwise stated, the copyright and other intellectual property rights in the Website and in material published on it (including without limitation photographs and graphical images) are owned by us or our licensors. These works are protected by copyright laws and treaties around the world and all rights are reserved. For the purposes of these Website Terms, any use of extracts from the Website other than in accordance with paragraph 7.1 is prohibited.

7.1.3. You must not modify the digital or paper copies of any materials that you print off in accordance with paragraph 7.1 and you must not use any pictures, photographs or any other graphics, video or audio sequences separately from any accompanying text.

7.1.4. You must ensure that our status as the author of the material on the Website is always acknowledged.

7.1.5. You are not allowed to use any of the materials on the Website or the Website itself for commercial purposes without obtaining a licence from us to do so.

7.2. Limitation on use: Except as stated in paragraph 7.1, the Website may not be used, and no part of the Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service, without our prior written permission.

7.3. Reservation of rights: Any rights not expressly granted in these Website Terms are reserved.

8. WEBSITE ACCESS

8.1. Website availability: While we try to ensure the Website is normally available twenty four (24) hours a day, we do not undertake any obligation to do so, and we will not be liable to you if the Website is unavailable at any time or for any period.

8.2. Suspension of access: Access to the Website may be suspended temporarily at any time and without notice.

8.3. Information security: The transmission of information via the Internet is not completely secure. Although we take the steps required by law to protect your information, we cannot guarantee the security of your data transmitted to the Website; any transmission is at your own risk.

9. VISITOR MATERIAL AND REVIEWS

9.1. General:

9.1.1. Other than personally identifiable information, which is covered under our Privacy Policy, any material you post, upload or transmit or upload to the Website (including without limitation Reviews) Visitor Material will be considered non-confidential and non-proprietary. By posting, uploading or transmitting any Visitor Material, you represent and warrant that you own or otherwise control all of the rights to such Visitor Material. You agree that we will have no obligations with respect to any Visitor Material, and that we and anyone we designate will be free to copy, disclose, distribute, incorporate and otherwise use any Visitor Material and all data, images, sounds, text and other things embodied in it for any and all commercial or non-commercial purposes.

9.1.2. You represent and warrant that that any Visitor Material you post, upload or transmit does not and will not breach any of the restrictions in paragraphs 9.2 to 9.3 below.

9.2. Visitor Material Policy: You are prohibited from posting, uploading or transmitting to or from the Website any Visitor Material (including any Reviews) that:

9.2.1. breaches any applicable local, national or international law;

9.2.2. is unlawful or fraudulent;

9.2.3. amounts to unauthorised advertising; or

9.2.4. contains viruses or any other harmful programs.

9.3. Visitor Reviews Policy: In particular (but without limitation), any Reviews that you submit through the Website must not:

9.3.1. contain any defamatory, obscene or offensive material;

9.3.2. promote violence or discrimination;

9.3.3. infringe the intellectual property rights of another person;

9.3.4. breach any legal duty owed to a third party (such as a duty of confidence);

9.3.5. promote illegal activity or invade another\’s privacy;

9.3.6. give the impression that they originate from us; or

9.3.7. be used to impersonate another person or to misrepresent your affiliation with another person.

9.4. Removal of Reviews: The prohibited acts listed in paragraphs 9.2 and 9.3 above are non-exhaustive. We reserve the right (but do not undertake, except as required by law, any obligation) and have the sole discretion to remove or edit at any time any Reviews or other Visitor Material posted, uploaded or transmitted to the Website that we determine breaches a prohibition in paragraphs 9.2 or 9.3 above, is otherwise objectionable or may expose us or any third parties to any harm or liability of any type, or for any other reason.

9.5. Use of Reviews: The Reviews and other Visitor Material contained on the Website are for information purposes only and do not constitute advice from us. Reviews and Visitor Material reflect the opinions of customers who have ordered through the Website or other third parties, and any statements, advice or opinions provided by such persons are theirs only. Accordingly, to the fullest extent permitted by law, we assume no responsibility or liability to any person for any Reviews or other Visitor Material, including without limitation any mistakes, defamation, obscenity, omissions or falsehoods that you may encounter in any such materials.

9.6. Images: Any images displayed on the Website are provided as a design feature of the Website only.

9.7. Liability: You agree to indemnify us against any losses, damages and claims (and all related costs) incurred by or made against us by a Supplieror any other third party arising out of or in connection with any Reviews or other Visitor Material that you provide in breach of any of the representations and warranties, agreements or restrictions set forth in this paragraph 9.

9.8. Disclosure to authorities and courts: You acknowledge that we will fully co-operate with any competent authority requesting or directing us to disclose the identity or location of anyone posting any Reviews or other Visitor Material in breach of paragraph 9.2 or 9.3 or any other applicable restriction and you release us to the fullest extent permitted by law from all liability in relation to such disclosure.

10. LINKS TO AND FROM OTHER WEBSITES

10.1. Third party websites: Third-party links on our Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

10.2.We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please ensure that you review the third-party’s policies and practices and make sure you understand them before you engage in any transaction.

10.3Any complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

11. DISCLAIMERS

11.1. Website information: While we try to ensure that information on the Website is correct, we do not promise it is accurate or complete. We may make changes to the material on the Website, or to the functionality, Products and prices described on it, at any time without notice. The material on the Website may be out of date, and we make no commitment to update that material.

11.3. Supplieractions and omissions: The legal contract for the supply and purchase of Products is between you and the Supplierthat you place your Order with. We have no control over the actions or omissions of any Suppliers. Without limiting the generality of the foregoing, you acknowledge and accept the following by using the Website:

11.3.1. We do not give any undertaking that the Products ordered from any Supplierthrough the Website will be of satisfactory quality or suitable for your purpose and we disclaim any such warranties.

11.3.2. Estimated times for deliveries and collections are provided by theSupplierand are only estimates. Neither we nor the Suppliers guarantee that Orders will be delivered or will be available for collection within the estimated times.

11.3.3. We encourage all our Suppliers to accept all Orders and to communicate any rejection promptly. However, we do not guarantee that Suppliers will accept and fulfil all Orders, and Suppliers have the discretion to reject Orders at any time because of adverse weather conditions or any other reason.

11.3.4. The foregoing disclaimers do not affect your statutory rights against anySupplier.

11.4. Exclusion of terms: We provide you with access to and use of the Website on the basis that, to the maximum extent permitted by law, we exclude all representations, warranties, conditions, undertakings and other terms in relation to the Website and your use of it (including any representations, warranties, conditions, undertakings and other terms which might otherwise apply to the Website and your use of it, or be otherwise implied or incorporated into these Website Terms, by statute, common law or otherwise ).

12. LIABILITY

12.1. General: In no case shall AEE, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation for any lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility.

13. TERMINATION

13.1. Grounds for termination: We may terminate or suspend (at our absolute discretion) your right to use the Website immediately by notifying you in writing (including by email) if we believe in our sole discretion that:

13.1.1. you have used the Website in breach of paragraph 7.1 (License);

13.1.2. you have posted Reviews or other Visitor Material in breach of paragraphs 9.2 or 9.3 (Visitor Material and Reviews);

13.1.3. you have breached paragraph 10.2 (Links to and from other websites); or

13.1.4. you have breached any other material terms of these Website Terms.

13.2. Obligations upon termination: Upon termination or suspension you must immediately destroy any downloaded or printed extracts from the Website.

14. WRITTEN COMMUNICATIONS

14.1. Applicable laws require that some of the information or communications we send to you should be in writing. When using the Website or ordering Products via the Website, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

15. EVENTS OUTSIDE OUR CONTROL

15.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Website Terms that is caused by events outside our reasonable control (“Force Majeure Event“).

15.2. A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

15.2.1. strikes, lock-outs or other industrial action;

15.2.2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

15.2.3. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

15.2.4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

15.2.5. impossibility of the use of public or private telecommunications networks; and

15.2.6. the acts, decrees, legislation, regulations or restrictions of any government.

15.3. Our performance under these Website Terms is deemed to be suspended for the period that any Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring any Force Majeure Event to a close or to find a solution by which our obligations under these Website Terms may be performed despite the Force Majeure Event.

16. ADDITIONAL TERMS

16.1. Privacy Policy: We are committed to protecting your privacy and security. All personal data that we collect from you will be processed in accordance with our Privacy Policy. You should review our Privacy Policy.

16.2. Other terms: You should also review our Cookies Policy for information regarding how and why we use cookies to improve the quality of the Website and your use of it, our Voucher Terms and Conditions for information regarding the use of credits and promotional discounts on the Website, and our Competitions Terms and Conditions for information regarding the terms applicable to competitions that we may run from time to time. All of these are incorporated into these Website Terms by this reference.

16.3. Severability: If any of these Website Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

16.4. Entire agreement: These Website Terms and any document expressly referred to in them constitute the whole agreement between you and us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any contract.

16.5. No waiver: Any failure or delay by you or us in enforcing (in whole or in part) any provision of these Website Terms will not be interpreted as a waiver of your or our rights or remedies.

16.6. Assignment: You may not transfer any of your rights or obligations under these Website Terms without our prior written consent. We may transfer any of our rights or obligations under these Website Terms without your prior written consent to any of our affiliates or any business that we enter into a joint venture with, purchase or are sold to.

16.7. Headings: The headings in these Website Terms are included for convenience only and shall not affect their interpretation.

17. GOVERNING LAW AND JURISDICTION

17.1. These Website Terms shall be governed by and construed in accordance with English law. Disputes or claims arising in connection with these Website Terms (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English courts.

II. AEE VOUCHER TERMS & CONDITIONS

General

1. The following general terms and conditions (the “General Voucher Terms”) will apply to all vouchers issued by AEE, Suppliers and third-party sellers at AEE Inter-Mart’s Platform, including vouchers with a credit value (“Promocode Vouchers”) and promotional discount vouchers (“Discount Vouchers”).

2. Individual Vouchers will also be subject to, and the General Voucher Terms will be supplemented and/or modified by, additional terms and conditions (the “Specific Voucher Terms”) that will be specified on the Voucher or at the time the Voucher is issued.

2a.All vouchers have no cash redemption value and may not be transferred or assigned.

3. Discount Vouchers may only be redeemed towards online Orders from Suppliers made through the Website.

Specific Terms of Use for Promocode Vouchers

4. Promotional offer is subject to availability and may be changed or withdrawn without notice by AEE.

4a.Different promotional and discount vouchers may not be used in conjunction with each other, unless otherwise specified.

4b. Promocode Vouchers supplied by AEE may only be used for the services provided by AEE and may not apply to theSuppliersor third-party sellers at AEE Inter-Mart’s Platform. Discount Vouchers supplied by theSuppliersor third-party sellers may not be used for the services provided by AEE (Unless otherwise stated).

5. Promocode Vouchers must be applied to a registered AEE online customer account via www.aeeprivileged.co.uk by no later than the deadline specified on the Promocode Voucher and/or at the time the Promocode Voucher is issued by entering the relevant voucher code (“Promocode Voucher Code”), and will expire if not applied by this date. If the Promocode Voucher is applied before the expiry date, the customer account will be credited by the relevant amount. Unless otherwise provided or specified in the Specific Voucher Terms, any credit must be used within the specified valid date.

6. If the order value is less than the Promocode Voucher value that has been credited to the customer account, no change or cash will be given. However, any balance will be left as a credit in the customer account, and may be redeemed against subsequent orders.

7. If the order value is more than the Promocode Voucher value that has been credited to the customer account, the remaining balance must be paid online using a debit or credit card.

8. Promocode Vouchers and Discount Voucher Codes are only valid for one use. Once the Promocode/ Discount Voucher Code has been used (whether in an authorised or unauthorised manner), the Promocode/ Discount Voucher Code will be void. Promocode/ Discount Voucher recipients are responsible for ensuring that their Promocode/ Discount Voucher Codes are not used by someone else.

Specific Terms of Use for Discount Vouchers

9. Discount Vouchers must be used by the deadline specified on the Discount Voucher and/or at the time the Discount Voucher is issued by entering the relevant voucher code (“Discount Voucher Code”), and will expire after such date.

General Terms of Use for All Vouchers

10. The right to use a Voucher is personal to the original recipient and may not be transferred. No Voucher may be copied, reproduced, distributed, or published directly or indirectly in any form or by any means for use by an entity other than the original recipient, or stored in a data retrieval system, without our prior written permission. In particular, Vouchers distributed or circulated without our written approval, for example on an Internet message board or on a “bargains” website, are not valid for use and may be refused or cancelled.

11. Unless otherwise provided or specified in the Specific Voucher Terms:

11.1 Vouchers may not be used in conjunction with other Vouchers or any other discounts or promotions provided or advertised from time to time;

11.2 each Voucher will be valid for use by a recipient only once;

11.3 each customer or household is limited to one Voucher per promotion or offer; and

11.4 the right to use a Voucher is personal to the original recipient and may not be transferred.

12. When you use a Voucher you warrant to us that you are the duly authorised recipient of the Voucher and that you are using it in accordance with these terms, lawfully, legally and in good faith. If we believe in our sole discretion that a Voucher is being used in breach of these terms, unlawfully, illegally or in bad faith, we may reject or cancel the Voucher.

Miscellaneous

13. We shall not be liable to any customer or company for any loss or claim arising out of the refusal, rejection, cancellation or withdrawal of any Voucher or any failure or inability of a customer or household to use a Voucher for any reason.

14. We reserve the right, at any time and in its sole discretion, to add to or amend these terms and conditions in relation to the use of Vouchers or to vary or terminate the operation of a Voucher at any time without notice.

15. All standard terms and conditions from time to time for use of the Website and the Service apply.

TRADERS

By registering as a Trader on our AEE Inter-Mart, you have agreed to the terms and conditions set out below, which remain in full force and effect. You acknowledge that AEE Privileged Limited has the right at its sole discretion to amend these terms and conditions at any time without notice.Please read them carefully.

These terms & conditions form a part of the Trader Agreement made between AEE Privileged Limited (“we” or “us”) and the Trader (“you”).

The following capitalised terms have the following meanings in the Trader Agreement:

“AEE” AEE Privileged Limited Trading as AEE Inter-Mart

“Customer” a person who has used an Order Channel to place an Order

“Company” your trading establishment

“Gross Order Value” the total amount charged by you to the Customer in respect of an Order (excluding the Service Charge), including the value of the goods plus delivery charges levied by you (if any) plus applicable taxes

“Marketplace” our ecommerce platform

“Opening Hours” your hours of operation

“Order” an order for your goods placed by a Customer and communicated to you through our ecommerce platform, and where relevant, any comments directed to you by the Customer

“Order Channel” any of the Website, related mobile applications and ordering platforms

“Premises” an outlet controlled by you from which your products are distributed to the customers

“Trader Agreement” means the agreement concluded between you and us, which incorporates these terms and conditions as well as any AEE forms submitted to us by you, and any other terms, rules, guidelines or documents about which we may give you notice that they form part of the Restaurant Agreement

“Service(s)” the services described in section 3

“Website” www.aeeprivileged.co.uk and its affiliated websites

1. INTRODUCTION AND OUR ROLE

1.2. VAT number: Our VAT number is GB 314 1775 20

1.3. Product Orders (Obligations): We provide a way for you to communicate your orders (“Orders“) for products (“Products“) to customers (“Customers“) displayed on the Website. The legal contract for the supply and sale of Products is between you and the customer. AEE only acts as a platform.

2 FUTURE CHANGES TO THE TRADER AGREEMENT & NOTICES

We may make amendments or additions to the Trader Agreement by giving you up to 30 days’ notice (and never less than reasonable notice) at any time. Notices under this Agreement may be given by either party by email, post, or via any online portal to which both you and we have access. We may send you documentation (such as rules or guidelines) via these means, and we may specify that such documentation (or part(s) of it) is intended to form part of the Trader Agreement.

3 THE SERVICES WE PROVIDE TO YOU

3.1Order Channels:We enable Customers to place Orders to purchase goods from you via an Order Channel. We intend to make each Order Channel available and functional for the purpose of providing the Service at all times but we are under no obligation to do so.

3.2Agency:For the term of the Trader Agreement, you irrevocably appoint and authorise us to act as your sole and exclusive agent for the purpose of concluding contracts for the sale of goods between you and Customers by means of Customers placing Orders via an Order Channel. The legal contract for the purchase of your goods will in all cases be between you and the relevant Customer.

3.3Marketing:We may carry out marketing activities using your brand, the purpose of which is to generate more Orders for you. For example, we may do this online by search engine optimisation using your brand name or other keywords relating to your company, by displaying your menu in search results or by adding links to Order Channels in search engine results for your brand. We may also create and promote a website with a domain of our choosing which allows consumers to view your products and links to the Order Channels, and (after first obtaining your permission) place a link to any Order Channel on your own website or other online assets controlled by you or us (such as Google My Business pages). You give us your consent to use your name, logo and other intellectual property for the purpose of these marketing activities during the term of the Trader Agreement, and you warrant to us that you have the ability to grant this consent to us. Unless you have given us notice to the contrary at any time, you also consent to receiving from time to time direct marketing communications from us relating to our products or services or those of selected third-parties via e-mail, post, or other means of communication.

4 YOUR USE OF THE PRODUCT

4.1 Ownership of software & use: The Product software remains our property, or that of our licensors at all times. You are authorised to use this software during the Term in accordance with any end-user licence which we give you notice of from time to time. You must ensure compliance with the terms of that licence by your employees and contractors. You must not, and you must ensure that your employees and contractors do not reverse engineer, decompile, disassemble, crack or otherwise misuse the Product software, and you will use reasonable efforts to keep the functionality of the Product software confidential to you and your employees and contractors.

4.2 Product changes:We may upgrade or alter the Product software at any time.

4.3 Product instructions:You must follow any lawful instructions we give you in relation to the use of the Product software.

4.4 Remote access: We may remotely access the Product software at any time for any lawful reason, in particular to update the software or to perform software maintenance.

5 YOUR FULFILMENT OF ORDERS

5.1 Your obligations to Customers:You acknowledge and understand that once a Customer has placed an Order via an Order Channel, a contract for the supply of goods has been created and you are obliged to fulfil that Order in accordance with the Order details received from us. If you do not fulfil an Order you receive, or you decide to reject an order; you must communicate promptly and directly with the customer.

5.2 Acceptance & rejection:So that we can communicate promptly to Customers the status of their Order, the Product may allow you to indicate your acceptance or rejection of an Order. You will use best efforts to accept all Orders received from us promptly during your Opening Hours. If you cannot fulfil your obligation to the Customer in respect of any Order, you must communicate this promptly and directly with the customer or to us as soon as possible so that we can inform the Customer.

5.3 Delivery and collection:Unless we have agreed otherwise, we will allow Customers to select delivery or collection when placing their Order. If the Customer selects delivery, you will use reasonable commercial efforts to deliver or procure the delivery of the ordered goods to the Customer promptly at the address communicated to you. You must also check that the Order number given by the Customer corresponds with the Order number received by you from us.

5.4 Identification checks:If you deliver the goods forming the Order, you will use reasonable efforts to establish that the person receiving them is authorised to receive the goods. If the Order contains alcohol, tobacco or other smoking products, or any other age-restricted goods, you must request proof of age from the Customer (in accordance with applicable laws) at the point of delivery. You acknowledge that you are solely responsible for ensuring that the Customer is over the relevant legal age for the purchase of any age-restricted goods.

5.5 Complaints & compensation:If a Customer complains to us about any aspect of an Order and we give you details of the complaint you will respond to the Customer in a timely manner and will act reasonably and cooperate with us to ensure a prompt resolution. Where we, acting reasonably, have incurred costs as a direct result of complaints about your goods or delivery services, Premises or services (including where you have rejected an Order), we may invoice you for those costs.

6 INFORMATION YOU SUPPLY TO US

6.1 Accuracy & completeness:You must supply us with any information about your products, your Premises or your business (“partner information”) which we (acting reasonably) may ask you to supply, and you must ensure that such information is accurate. You acknowledge that your partner information (such as postcode, delivery radius and opening hours) and information about your products will be reproduced verbatim for display to Customers via the Order Channels. You must ensure that we are supplied with partner information which is up to date at all times.

6.2 Allergen information: You are responsible for providing us with up to date details of any allergens in the goods offered for sale via the Order Channels in accordance with applicable laws, and you acknowledge that we will repeat the information you provide about allergens verbatim on the Order Channels. We do not undertake to check, and are not liable for checking this information on your behalf.

6.3 Alcohol, tobacco and smoking products:Without limiting your obligations to comply with all applicable laws and regulations, if you sell alcohol, tobacco or other smoking products, you will ensure that the partner information provided by you, and any images of such products provided by you (if any), complies with all applicable laws relating to the marketing, sale, packaging, labelling and health information disclosures for any such products offered for sale by you via an Order Channel.

6.4 Opening hours:You must keep us informed of your hours of operation, and in the case of sales of alcohol products, any licensing restrictions on the hours during which such products can be sold in accordance with section 11.2 below, (the “Opening Hours”), and of any changes to your Opening Hours.

7. LICENCE

7.1. Terms of permitted use: You are permitted to use the Website and print and download extracts from the Website on the following basis:

7.1.1.You must not misuse the Website (including by hacking or \”scraping\”).

7.1.2.Unless otherwise stated, the copyright and other intellectual property rights in the Website and in material published on it (including without limitation photographs and graphical images) are owned by us or our licensors. These works are protected by copyright laws and treaties around the world and all rights are reserved. For the purposes of these Website Terms, any use of extracts from the Website other than in accordance with paragraph 7.1 is prohibited.

Without limiting your obligations to comply with all applicable copyright laws and regulations, you will ensure that the partner information provided by you, and any images of such products provided by you (if any), complies with all applicable laws relating to the marketing, sale, packaging, labelling and health information disclosures for any such products offered for sale by you via an Order Channel. . We do not undertake to check, and are not liable for checking this information on your behalf.

7.1.3.You must not modify the digital or paper copies of any materials that you print off in accordance with paragraph 7.1 and you must not use any pictures, photographs or any other graphics, video or audio sequences separately from any accompanying text.

7.1.4.You must ensure that our status as the author of the material on the Website is always acknowledged.

7.1.5.You are not allowed to use any of the materials on the Website or the Website itself for commercial purposes without obtaining a licence from us to do so.

7.3. Reservation of rights: Any rights not expressly granted in these Website Terms are reserved.

8. WEBSITE ACCESS

8.2. Suspension of access: Access to the Website may be suspended temporarily at any time and without notice.

9 PRICE PROMISE

9.1 Product prices & discounts:Unless we have agreed otherwise, the prices, discounts and special offers you provide in respect of your goods and services through the Order Channels (including any delivery charges and minimum order values set by you) must be no less favourable than those offered to consumers via your own online channels for the same goods or services, and you must ensure that details of all prices, discounts and special offers offered on your website are promptly supplied to us so that where we reasonably can, we can offer them to Customers via the Order Channels.

10. LINKS TO AND FROM OTHER WEBSITES

10.1. Third party websites: Third-party links on our Site may direct the customer to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

10.2.We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites.

10.3Any complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

11 YOUR AUTHORITY & CHANGES TO COMPANY PROPRIETORSHIP

11.1 Authority to deal with us:Unless we have agreed otherwise in writing, we are authorised to take instructions in respect of your account from, and provide information about your account to, the person who signed the Trader Agreement, any person who appears to us to be employed by that person or by the Company and any other person who we (acting reasonably) are satisfied has authority to act on your behalf. You will promptly provide us with any information or evidence we may request for the purpose of proving ownership of the Company or its business or Premises.

11.2Changes to proprietorship:If you cease to operate your business, or you give someone else the right to operate your business (whether permanently or temporarily) you must give us written notice as soon as possible. If we receive notice of a change to the proprietorship of your business, or other important details relating to your business (for example a change of name) from someone other than you and who appears to us to be authorised by you, then we will make reasonable efforts to contact you. You acknowledge that if you do not respond, or if you do not give us the notice referred to in the first sentence of this section, we may terminate this Trader Agreement without further notice to you.

12 CONSENTS & COMPLIANCE WITH LAWS

12.1 Compliance with laws:You warrant, represent and undertake to us that you, and any contractors you use in connection with the preparation or delivery of Orders will comply at all times with all applicable laws and regulations, in particular (but without limitation) in relation to health and safety, VAT, data protection, food standards, hygiene and information, and the sale of regulated products, and will provide reasonable evidence to us of compliance upon request.

12.2 Licences & consents:You warrant, represent and undertake to us that you have and will maintain, and will ensure that your contractors have and will maintain, on signature and throughout the term of the Trader Agreement, any consents, licences, permissions, approvals or authorisations (“Consents”) (including from any franchisor) required in connection with entering into the Trader Agreement and your performance of your obligations under it, and you will, and will ensure that your contractors will, comply at all times with the terms of such Consents. If you sell alcohol you will also inform us of any restrictions or conditions of your licences that would need to be managed through an Order Channel such as any restrictions of the times at which alcoholic products can be made available for sale. You are not party to and will not enter into any agreement which would be breached by, or under which any default would occur as a consequence of becoming a party to the Trader Agreement. If you are a franchisee, you warrant to us that you have obtained all necessary Consents from your franchisor in respect of your entry into the Trader Agreement and that you have given notice to your franchisor that you have entered into the Trader Agreement. You will notify us immediately if any Consent is revoked or suspended, lapses, or you otherwise cease to be able to rely on or benefit from any such Consent for any reason.

12.3 Data protection:We may share personal data with you in the performance of our obligations under the Trader Agreement. You warrant that you will comply at all times with applicable data protection legislation, and you will maintain appropriate measures to ensure that the rights of the people to whom the personal data relates are protected. You will also implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risks presented by your processing of the personal data, and you must not transfer any personal data outside of the EEA without our consent. If you process any personal data pursuant to the Trader Agreement you will follow any instructions we give you in respect of that data, which may include activities that assist and enable us to comply with our obligations under applicable data protection laws, and you will immediately notify us on becoming aware of any actual or possible breach of this section. You will indemnify us for any loss, damage, dispute or third-party claim incurred by us as a result of your breach of this section.

12.4 Identity of data subjects:Customers. Types of personal data processed: personal details including titles, first name, last name, email address, delivery address, phone number and online identifiers including IP address. Duration of processing by you: until the earliest of the expiry of the Trader Agreement plus 28 days, or the date upon which processing is no longer necessary for the performance of your obligations under this Agreement. Nature of processing: receipt, storage and deletion. Purpose of processing: the fulfilment of Orders.

12.5 Taxes:You are solely responsible for self-assessing, claiming and remitting all applicable taxes.

13 REVIEWS

13.1We may display on the Order Channels ratings and comments (“Reviews”) provided by Customers regarding the Company or an Order. We assume no responsibility or liability to you for any Reviews, and we are not under any obligation to you to remove or edit any Reviews. You will not yourself post, or cause any other party to post any Reviews about your own Company or which otherwise breach any guidelines for Reviews published by us.

14 SUSPENSION OF SERVICES

14.1 If we (acting reasonably) believe that you are in default of your obligations under the Trader Agreement or otherwise are operating your business in a manner which is harmful to our business, goodwill or reputation then without limiting our other rights or remedies, we may at any time suspend provision of the Services under the Trader Agreement (including by suspending your profile on any Order Channel and ceasing to conclude the sale of your goods via any Order Channel) or any other services that we provide to you without liability to you. If you operate more than one Premises, we are entitled to invoke this clause in respect of only one Premises or all of them, at our reasonable discretion.

15 TERM & TERMINATION

15.1 Term:The Trader Agreement comes into force when executed by you, and has an initial term of twelve months. Thereafter, it will automatically renew for successive twelve month periods unless terminated in accordance with its terms.

15.2. TERMINATION

15.2.1 Grounds for termination: We may terminate or suspend (at our absolute discretion) your right to participate in any commercial activities on our marketplace or website immediately by notifying you in writing (including by email) if we believe in our sole discretion that:

15.2.2you have used the Website in breach of section 7(License);

15.2.3you have posted or have caused any other party to post Reviews or other Visitor Material in breach of section 13 (Visitor Material and Reviews);

15.2.4you have breached section 10 (Links to and from other websites); or

15.2.5you have breached any other material terms of these Website Terms.

15.2.6 Obligations upon termination: Upon termination or suspension you must immediately destroy all types of personal data processed: personal details including titles, first name, last name, email address, delivery address, phone number and online identifiers including IP address, which we have shared with you in the performance of our obligations under the Trader Agreement.

15.2.7You can terminate the Trader Agreement by giving us 30 days’ notice at any time. If you are in breach of the Trader Agreement, we can terminate it on notice to you. Otherwise, we can terminate the Traders Agreement by giving you up to 30 days’ notice (but not less than reasonable notice) at any time.

15.2.8 Automatic termination:Following execution of the Trader Agreement, we may require you to provide information or execute further documents for the purpose of on boarding the Company or other compliance purposes. You understand that if you cannot comply with our reasonable requirements within 60 days of execution, and as a result the Company does not go online on the Website within that period, the Trader Agreement will automatically terminate on the last day of that period.

15.2.9 Obligations at the end of the Term:At the end of the Term, we will remove or disable the Company’s profile on the Order Channels reasonably promptly. Both you and we will also promptly stop using each other’s intellectual property both online and offline (for example, you will remove any links to the Website which may exist on your own website). We will promptly cease to perform the obligations in section 1.3, and use reasonable efforts to procure that any affiliate performing similar functions on our behalf ceases to do so, and (if applicable) we will shut down any Order Channel in our control which links to your website. Cached versions of such Order Channels may continue to exist in the web browsers and web servers of search engines and customers following such termination. We will not have any liability to you in connection with these matters to the extent that they lie outside of our control.

16 LIMITATION OF LIABILITY & INDEMNITY

16.1 General exclusion:Nothing in the Trader Agreement will limit or exclude either party’s liability for: death or personal injury caused by its own negligence, or the negligence of its employees, agents or subcontractors; or fraud or fraudulent misrepresentation; or breach of the terms implied by the Sale of Goods Act 1893 (as amended); or breach of any term implied by any statute or any liability which (in each case) cannot lawfully be limited or excluded.

16.2 Exclusion of our liability:We are not liable to you whether in contract, tort (including negligence), breach of statutory duty or otherwise for: (a) any special damages, any loss of goodwill, reputation, business, profits, data, actual or anticipated income or profits or loss of contract or any indirect or consequential losses; and (b) any damages, costs, direct or indirect losses which relate to faults, breakdowns or other interruptions to the ability of Customers to place Orders for any reason whatsoever.

16.3 Force majeure:We will not be liable to you as a result of any delay or failure to perform our obligations under the Trader Agreement caused by any event or circumstance beyond our reasonable control.

16.4 Indemnity:You will indemnify us against: any charges, losses, damages or claims (and all related costs) made or levied against us by a Customer or any third party in connection with a breach by you of the Trader Agreement and/or any applicable laws, rules and regulations in force at the relevant time; and any losses, damages or claims (and all related costs) resulting from a third-party claim against us relating to a violation of the third party’s intellectual property rights where we have used a brand name, logo or related intellectual property in accordance with the Trader Agreement.

17 OTHER MATTERS

17.1 Entire agreement:Save as set out in section 1, the Trader Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between the parties, whether written or oral, relating to its subject matter, and neither party will have any claim for innocent or negligent misstatement based upon any statement in the Trader Agreement.

17.2 Assignment etc. by us:We are entitled to assign, transfer or sub-contract all or any of our rights and obligations under the Trader Agreement to any entity which is at least 50% owned or is controlled by us, or which directly or indirectly controls us, or which is owned (directly or indirectly) by any entity that directly or indirectly controls us, or to any other third-party.

17.3 Assignment etc. by you:You are entitled to assign, transfer, charge, or sub-contract all or any of your rights or obligations under the Trader Agreement only with our prior consent in writing.

17.4 Confidentiality:The terms of this Trader Agreement, and any information received pursuant to the Trader Agreement by one party about the other which is not in the public domain is confidential and will not be disclosed during the term of the Trader Agreement or at any time thereafter save as required by law.

17.5 Severability:If any of the terms or conditions of the Trader Agreement is declared wholly or partly invalid, illegal or unenforceable, the remainder of the Trader Agreement will remain in full force and effect and any wholly or partly invalid term or condition will be deemed modified to the minimum extent possible to make it valid, legal and enforceable.

17.6 Governing law & jurisdiction:The Trader Agreement and any dispute or claim arising out or in connection with it or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) is governed by and construed in accordance with British law. The courts of Britain have exclusive jurisdiction to settle any dispute or claim (including any dispute or claim relating to non-contractual obligations) arising in connection with the Trader Agreement.

These terms & conditions form a part of the Trader Agreement made between AEE Privileged Limited (“we” or “us”) and the Trader (“you”).

The following capitalised terms have the following meanings in the Trader Agreement:

“AEE” AEE Privileged Limited Trading as AEE Inter-Mart

“Customer” a person who has used an Order Channel to place an Order

“Company” your trading establishment

“Marketplace” our ecommerce platform

“Opening Hours” your hours of operation

“Order” an order for your goods placed by a Customer and communicated to you through our ecommerce platform, and where relevant, any comments directed to you by the Customer

“Order Channel” any of the Website, related mobile applications and ordering platforms

“Premises” an outlet controlled by you from which your products are distributed to the customers

“Service(s)” the services described in section 3

“Website” www.aeeprivileged.co.uk and its affiliated websites

1. INTRODUCTION AND OUR ROLE

1.2. VAT number: Our VAT number is GB 314 1775 20

2 FUTURE CHANGES TO THE TRADER AGREEMENT & NOTICES

3 THE SERVICES WE PROVIDE TO YOU

4 YOUR USE OF THE PRODUCT

4.2 Product changes:We may upgrade or alter the Product software at any time.

4.3 Product instructions:You must follow any lawful instructions we give you in relation to the use of the Product software.

4.4 Remote access: We may remotely access the Product software at any time for any lawful reason, in particular to update the software or to perform software maintenance.

5 YOUR FULFILMENT OF ORDERS

6 INFORMATION YOU SUPPLY TO US

7. LICENCE

7.1. Terms of permitted use: You are permitted to use the Website and print and download extracts from the Website on the following basis:

7.1.1.You must not misuse the Website (including by hacking or \”scraping\”).

7.1.4.You must ensure that our status as the author of the material on the Website is always acknowledged.

7.1.5.You are not allowed to use any of the materials on the Website or the Website itself for commercial purposes without obtaining a licence from us to do so.

7.3. Reservation of rights: Any rights not expressly granted in these Website Terms are reserved.

8. WEBSITE ACCESS

8.2. Suspension of access: Access to the Website may be suspended temporarily at any time and without notice.

9 PRICE PROMISE

10. LINKS TO AND FROM OTHER WEBSITES

10.2.We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites.

10.3Any complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

11 YOUR AUTHORITY & CHANGES TO COMPANY PROPRIETORSHIP

12 CONSENTS & COMPLIANCE WITH LAWS

12.5 Taxes:You are solely responsible for self-assessing, claiming and remitting all applicable taxes.

13 REVIEWS

14 SUSPENSION OF SERVICES

15 TERM & TERMINATION

15.2. TERMINATION

15.2.2you have used the Website in breach of section 7(License);

15.2.3you have posted or have caused any other party to post Reviews or other Visitor Material in breach of section 13 (Visitor Material and Reviews);

15.2.4you have breached section 10 (Links to and from other websites); or

15.2.5you have breached any other material terms of these Website Terms.

16 LIMITATION OF LIABILITY & INDEMNITY

17 OTHER MATTERS

AEE Privileged Limited Trading as AEE Inter-Mart

2. WEBSITE ACCESS AND TERMS

3. YOUR STATUS

4. HOW TO MAKE AN ORDER AND HOW IT IS PROCESSED

5. PRICE AND PAYMENT

6. CUSTOMER CARE

7. LICENCE

8. WEBSITE ACCESS

9. VISITOR MATERIAL AND REVIEWS

10. LINKS TO AND FROM OTHER WEBSITES

11. DISCLAIMERS

12. LIABILITY

13. TERMINATION

14. WRITTEN COMMUNICATIONS

15. EVENTS OUTSIDE OUR CONTROL

16. ADDITIONAL TERMS

17. GOVERNING LAW AND JURISDICTION

II. AEE VOUCHER TERMS & CONDITIONS

General

Specific Terms of Use for Promocode Vouchers

Specific Terms of Use for Discount Vouchers

General Terms of Use for All Vouchers

Miscellaneous

TRADERS

7. LICENCE

8. WEBSITE ACCESS

10. LINKS TO AND FROM OTHER WEBSITES

15.2. TERMINATION

7. LICENCE

8. WEBSITE ACCESS

10. LINKS TO AND FROM OTHER WEBSITES

15.2. TERMINATION

Please spread the word :)