BrewBroker website terms and conditions
These terms and conditions (the Terms) govern the use of the Brew Broker website which is accessible via [www.brewbroker.com] (the Site). These Terms apply to the relationship between:
- Brew Brokers Limited and the suppliers who sell their services via the Site (Sellers); and
- Brew Brokers Limited and the customers who sign up to the Site in order to search for and/or purchase services from Sellers (Buyers).
These Terms are made up of the General Terms and:
1.1. In these Terms, unless the context requires otherwise:
a. Annual Subscription means a subscription lasting for a period of 12 months, starting on the day that you agree to these Terms, and renewing automatically on every one year anniversary subject to both clause 14, and the Buyer or Seller terms.
b. Initial Term means in relation to an Annual Subscription the first 12 month period, and in relation to a Monthly Subscription, the first month.
c. Monthly Subscription means a subscription lasting for a one month period, starting on the day that you agree to these Terms, and renewing automatically on every one month anniversary on a rolling basis, subject to both clause 14, and the Buyer or Seller terms.
d. Promotional Offer means any offers that may be made available to you by BrewBroker as a Buyer or Seller to reduce the price of your Subscription Plan.
e. Subscription Fee means the fee paid in advance to BrewBroker by the Buyer or Seller (on a monthly basis in relation to a Monthly Subscription, and annually in relation to an Annual Subscription) in return for BrewBroker providing the Buyer or Seller with access to the Site and use of the Platform.
f. Subscription Plan means the subscription that you agree to enter into with BrewBroker to access and use the Site and the Platform, whether as a Buyer or Seller, on either an Annual or Monthly Subscription under one of the available Subscription Tiers.
g. Subscription Tier means the Subscription Tier that you have selected as part of your Subscription Plan, that will determine the function and content that you can access on the Site and the Platform, and the price that you pay.
2.Information about us and our service
2.1. BrewBroker is a website provided by Brew Brokers Limited (we or us) to provide an online marketplace (the Platform) to connect Buyers and Sellers and enable them to contract for the sale and purchase of various services within the brewing industry (Services). We are a registered company in England and Wales with company number 10761928 and our registered office is at Studio 414, Custard Factory, 1 Gibb Street, Digbeth, Birmingham, United Kingdom, B9 4AA.
2.2. The Site is designed to be used by Sellers and Buyers, as defined above. The functionality of the Site may differ depending on whether you are a Seller or a Buyer. The General Terms apply to both Sellers and Buyers and anyone else who uses the Site (each a User or you). The Seller Terms apply to Sellers only and the Buyer Terms apply to Buyers only
3.Information about these Terms
3.1. By using the Site, you agree to these Terms as they apply to you. We may change these Terms at any time by amending this page. We may notify you if significant changes are made, but please check this page from time to time as any changes will be binding on you if you continue to use the Site.
3.2. These Terms are governed by the laws of England and Wales and the courts of England and Wales will have exclusive jurisdiction over any dispute arising out of or in connection with these Terms. If you are an individual (rather than a company or partnership) and you are based in Scotland or Northern Ireland, you may choose to bring proceedings in your own jurisdiction.
4.Your Subscription, account and profile
4.1. Whether you are a Seller or a Buyer, you will need to subscribe to a Subscription Plan and choose a Subscription Tier to determine your function and content access. Once you have chosen your Subscription Plan, you will create an account in order to use the Platform and/or access all relevant areas of the Site. Your account is for use by the named account holder only and you must not disclose your account details to any other person. You are responsible for keeping your account details safe.
4.2. When you create your account, you will also need to create a profile. You must ensure that all information provided during the registration and profile set-up process is accurate, complete and up-to-date and you must keep your profile information up-to-date at all times.
4.3. You have the right to upgrade or downgrade your Subscription Tier to extend or reduce the function and content that you can access on the Site and Platform, depending on whether you have chosen an Annual or Monthly Subscription, in accordance with the following process:
4.3.1. You have the option to upgrade your Subscription Tier at any time by giving written notice to BrewBroker. Your new Subscription Plan will begin immediately upon acceptance of your notice by BrewBroker, and your new Subscription Tier fees will start immediately, signalling the start of your new Subscription Plan.
4.3.2. You do not have the option to downgrade your Subscription Tier if you purchase an Annual Subscription.
4.3.3. You have the option to downgrade your Subscription Tier at any time, if you purchase a Monthly Subscription, after the Initial Term, by giving one month’s written notice to BrewBroker
4.4. We have the right to disable your account at any time if, in our reasonable opinion, you have failed to comply with any of the provisions in these Terms.
4.5. If you know or suspect that anyone other than you knows your account details, you must promptly notify us at email@example.com.
4.6. We reserve the right to disable or terminate your account if you have failed to log into your account for a period of 24 months. We will notify you by email in advance of disabling or terminating your account.
5.Subscription Fees and refunds
5.1. When you sign up to the Site and choose a Subscription Plan, you will be subject to the Subscription Fees notified to you as part of the registration process for that Subscription Plan and you must pay the Subscription Fees in accordance with the payment terms set out in that registration process.
5.2. Subscription Fees must be paid in full, before access to the Site and Platform will be made available to you. Should your Subscription Fees not be paid in full, all access to the Platform will be suspended until payment is made.
5.3. All Subscription Fees must be paid through GoCardless, and all users are required to set up a GoCardless account to enable automatic payment.
5.4. All payments, including Subscription Fees will be billed & collected on the 20th day of each calendar month, prior to the following month of access to the Site and Platform. Where a Subscription Plan commences part way through a calendar month, charges will be calculated on a pro-rata basis accordingly.
5.5. If payment of any charge and/or Subscription Fee cannot be made for any reason, it is your responsibility to notify us and to take action to rectify as soon as reasonably practical.
5.6. We may change our Subscription Fees at any time. We will give you notice of any changes and the revised Subscription Fees will apply to you from the date of the next renewal of your Subscription Plan.
5.7. All charges and Subscription Fees are subject to VAT at the applicable rate, unless otherwise stated.
5.8. Our standard position is that no refunds are provided once payment has been made. For any refund queries or requests that you would like us to consider on a case by case basis, please contact firstname.lastname@example.org.
6.Transaction fees and other payments
6.1. From time to time, we may offer services on the Platform for which we take a transaction fee or other form of payment. This will be made clear to you on the Platform at the time of selecting the relevant services and you must pay us any transaction fees (or we may deduct transaction fees from services fees payable) or any other payments notified to you for services you purchase.
7.Our right to terminate
7.1. We may cease providing the Site and the Platform at any time.If you breach any of the provisions of these Terms, we may terminate your Subscription Plan immediately and close your account, or suspend your access to the Site and the Platform and terminate your Subscription Plan at a later date without notice, closing your account in the process.
7.2. We may also terminate your Subscription Plan, removing your access to the Site and the Platform and close your account in accordance with any provisions of the Seller Terms or the Buyer Terms (as applicable).
8.Automatic renewal and your right to terminate
8.1. At the expiry of the Initial Term, your Subscription Plan will automatically renew for successive periods equal to the Initial Term (each a Renewal Term), unless you give BrewBroker at least one month’s notice to terminate your Subscription Plan at the end of the Initial Term or relevant Renewal Term.
8.2. Regarding both Annual and Monthly Subscriptions, you will not be entitled to a refund of any pre-paid Subscription Fees, but your obligation to pay the Subscription Fee will cease on termination of your Subscription Plan.
9.Intellectual property rights
9.1. We own all right, title and interest in the Site and the Platform, including without limitation all intellectual property rights in the Site and the Platform. We are also the owner or licensee of all content on the Site and the Platform.
9.2. You must not copy, reproduce, alter, modify or create derivative works from the Site.You must use the Site in compliance with all applicable laws, rules and regulations and in accordance with these Terms. You agree not to use the Site for any unlawful, fraudulent or inappropriate purpose.
9.3. You retain the intellectual property rights in any content that you upload, transmit or store in your account and you grant us a non-exclusive, worldwide perpetual licence to use such content for the purposes of providing the Site and/or the Platform.
10.Changes to the Site
10.1. We may update the Site from time to time and may change any of the content or functionality at any time. We are under no obligation to update the Site and we do not guarantee that the Site, or any content on it, will be free from errors or omissions.
10.2. We may modify, suspend or discontinue the Site and/or the Platform with or without notice at any time and without any liability to you.
11.Availability of the Site
11.1. The Site is provided on an ‘as is’ and ‘as available’ basis. We do not guarantee that the Site, or any content on it, will always be available or uninterrupted. We may suspend, withdraw or restrict the availability of all or any part of the Site at any time for routine maintenance, release of upgrades to the Site, or at our reasonable discretion. We will try to give you reasonable notice of any suspension or withdrawal.
11.2. In addition to clause 11.1, where you have a Subscription Plan to access the Site and use the Platform, the function and content on the Site will vary depending on the Subscription Tier that you choose.
12.1. The Site is intended for use by persons located worldwide. However, if you try to access and use the Site outside the UK, we do not guarantee that the Site will be available, as we are currently expanding the Site outside of the UK. We may update the geographical reach of the Site from time to time.
13.Third party content
13.1. The Site may include information and materials uploaded by other Users, including pricing, opportunities and other guidance on Services offered. We have no control over and do not guarantee the existence, quality, safety or legality of Services advertised; the truth or accuracy of Users’ content, opportunities or feedback; the ability of Sellers to sell Services; the ability of Buyers to pay for Services; or that a Buyer or Seller will complete a transaction. We do not have any obligation to monitor any content on the Site and we do not guarantee that such content has been verified or approved by us.
14.Your use of the Site
14.1. You warrant that you have all necessary right, power and authority to enter into these Terms and to perform the obligations set out herein.
14.2. You must use the Site in compliance with all applicable laws, rules and regulations and in accordance with these Terms. You agree not to use the Site for any unlawful, fraudulent or inappropriate purpose.
14.3. If you upload content to the Site or make contact with other Users, you must ensure that any contribution:
14.3.1. is accurate and up-to-date.
14.3.2. is not unlawful, defamatory, harassing, abusive, fraudulent, obscene or otherwise objectionable (as reasonably determined by us).
14.3.3. does not promote violence, sexually explicit material, illegal activity or discrimination of any kind.
14.3.4. does not contain any viruses, bugs or other malicious code.
14.3.5. does not infringe another person’s rights, including intellectual property rights.
14.3.6. is not threatening or abusive, and does not cause annoyance, alarm, embarrassment or distress to any other person.
14.3.7. complies with any additional provisions in the Seller Terms or the Buyer Terms (as applicable) governing content and acceptable use.
14.4. You warrant that any content you upload or contributions you make comply with the standards above.
14.5. We have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Site constitutes a violation of their intellectual property rights, or of their right to privacy.
14.6. We have the right to remove any content you upload to the Site if, in our opinion, that content does not comply with the standards above.
14.7. You are solely responsible for securing and backing up your content.
15.1. While we endeavour to ensure that the information on the Site is correct, we do not warrant the accuracy and completeness of the material on this Site.
15.2. We make no warranty as to the accuracy or completeness of advertisements for or offers of Services made via our Site or any linked or associated information. This information is provided and maintained by the relevant Seller and we are not responsible for this information.
16.Third party links
16.1. The Site may include links to other sites and resources provided by third parties. These are provided for your information only and should not be interpreted as approval or endorsement by us of those linked websites or information you may obtain from them.
16.2. We have no control over the content of any third-party sites or resources that we link to. Such sites and resources will have their own terms and conditions and you should make sure you review these before you use those sites.
17.1. We do not guarantee that the Site will be secure or free from bugs or viruses.
17.2. You are responsible for configuring your information technology, computer programmes and platform to access the Site. You should use your own virus protection software.
17.3. You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack the Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site and any accounts you hold will cease immediately.
18.Limitation of liability
18.1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
18.2. We exclude all implied conditions, warranties, representations or other terms that may apply to the Site.
18.3. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use, the Site or your use of or reliance on any content in the Site.
18.4. In particular, we will not be liable for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.
19.1. Force Majeure
19.1.1. We shall not be in breach of these Terms nor liable for any delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure results from events, circumstances or causes beyond our reasonable control.
19.2. Assignment and other dealings
19.2.1. We shall not be in breach of these Terms nor liable for any delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure results from events, circumstances or causes beyond our reasonable control.18.2.1. You may not assign, sub-contract, charge or otherwise transfer or deal with any of your rights or obligations under these Terms without our prior written consent.
19.2.2. We shall be entitled to assign, sub-contract, charge or otherwise transfer or deal with any of our rights or obligations under these Terms without the prior written consent of any user.
19.3.1. A failure or delay by us to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy.
19.4.1. If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary. If modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion shall not affect the validity and enforceability of the rest of these Terms.
19.5. Entire agreement
19.5.1. These Terms constitute the entire agreement between you and us, and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.
19.6. Third party rights
19.6.1. No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of the Terms.
We require this information to understand your needs and provide you with a better service, and in particular for the following reasons:
- Internal record keeping.
- We may use the information to improve our products and services.
- We may periodically send promotional emails about new products, special offers or other information which we think you may find interesting using the email address which you have provided.
- From time to time, we may also use your information to contact you for market research purposes. We may contact you by email, phone, fax or mail. We may use the information to customise the website according to your interests.
1.Applicability of Seller Terms
These Seller Terms apply to all Users who wish to use the Site and the Platform as a Seller for either simple opportunities or contract tender opportunities. By subscribing to the Platform, you agree to comply with these Seller Terms.
2.1. It is a condition of using the Site and the Platform as a Seller that you agree that the Purchasing Terms will apply to your relationship with Buyers and that you enter into the Purchasing Terms with every Buyer you agree to sell Services to through the Site. Unless otherwise agreed with us in writing, the Purchasing Terms supersede and replace any of your own terms and conditions that you try to impose on the sale of your Services through the Site.
3.How the Platform works for Sellers
3.1 Responding to Buyer requests
3.2 Posting opportunities
3.3 We do not guarantee that your Services Data or Opportunities will be matched with any Requests, that any Buyer(s) will accept your Bids or respond to your Opportunities or that any Contract will be entered into in respect of any Services you offer through the Platform.
4.1. Throughout your use of the Platform, you will provide Services Data to us via the Platform as and when available. You grant us a licence to use the Services Data for the purposes of enabling us to perform our obligations under these Terms and to provide and operate the Site and the Platform.
4.2 You warrant that all Services Data is accurate, up-to-date and not misleading. If there are any changes to the Services Data after it has been uploaded to the Platform, you must immediately notify us and amend the Services Data accordingly.
4.3. You must ensure that you provide sufficient Services Data to enable us to match Requests with your Services Data.
5.1. When you submit a Bid or post an Opportunity, you are helping Buyers to decide whether to purchase your Services. You must therefore ensure that each Bid you submit or Opportunity you post:
5.2. If your proposed provision of the Services is dependent upon the Buyer meeting any deadlines or timescales, including deadlines to respond to the Bid or Opportunity, or if the Services are subject to a limited period of availability, you must make this clear in your Bid or Opportunity. If, at the time a Buyer chooses to accept your Bid or Opportunity, the Services are no longer available in the form described, you must inform the Buyer immediately and use best endeavours to offer the Buyer an alternative option. In respect of Opportunities, if you are no longer able to offer the Services as set out in an Opportunity, you must immediately remove the Opportunity.
5.3. We reserve the right to remove any Bids or Opportunities which we consider breach the rules above or any of the other provisions of the Terms or which we otherwise reasonably consider are inappropriate.
6.Communication with the Buyer
6.1. When communicating with the Buyer through the Site, you must:
6.2. You can leave feedback and/or ratings for a Buyer. If you choose to leave feedback, you must ensure that it is relevant, truthful and professional and does not include any obscene, offensive or hateful language. We reserve the right to moderate and remove any feedback that we consider breaches these Terms or is otherwise inappropriate.
6.3. Buyers may also leave feedback and ratings for you. Whilst we may moderate and edit feedback, we are under no obligation to do so and we are not responsible for the content of any feedback or for the consequences of any feedback.
6.4. As well as feedback and ratings given by Buyers, BrewBroker may give its own ratings on Sellers based on standard, pre-determined elements such as whether you have particular qualifications, certifications or experience. We do this to help our Buyers decide which Sellers to purchase Services from. Such ratings are at our sole discretion and we are not responsible for the consequences of any such ratings.
6.5. In the event of any disputes over feedback or ratings between Buyers and Sellers, Brewbroker will make a decision which will be final.
7.Your fees for the Services
7.1. Your fees for the Services (Services Fees) will be set out in your Bid or Opportunity and agreed with the Buyer in the Contract.
7.2. Payment of the Services Fees is the responsibility of the Buyer and we shall not be liable for any failure by the Buyer to pay any or all of the Services Fees.
8.Cancellation and changes
8.1. You cannot cancel or make any changes to a Bid or an Opportunity once that Bid or Opportunity has been accepted by a Buyer. The Buyer is also not entitled to make any changes to or to cancel a Request once the Buyer has accepted a Bid or Opportunity.
8.2. If you want to make changes to a Bid or Opportunity before the Bid or Opportunity has been selected by a Buyer, you must remove that Bid or Opportunity and submit a new Bid or Opportunity.
9.1. You are solely responsible for ensuring that the Services and your provision of them comply with all applicable laws, regulations and standards, including but not limited to health and product safety laws and licensing laws that are required to enable you to provide the Services legally. You must provide documentary evidence to us of compliance with all such laws, regulations and standards applicable to the Services if we request such evidence.
9.2. It is also your sole responsibility to verify that any information or instructions provided to you by the Buyer as to how the Services should be performed meet all legal and regulatory requirements. Regardless of the instructions you receive from the Buyer, you must not perform any Services in any way which would be illegal or unsafe or which could result in the creation of a product which is not fit for human consumption.
9.3. If at any time you become aware that your provision of the Services may have caused a product or substance intended for human consumption to become unsafe or contaminated, you must immediately notify any Buyer to whom you have provided the relevant Service. Upon making such a notification you must provide such co-operation as the Buyer and/or any regulatory body requires to help ensure that any affected products are safely withdrawn from the market.
9.4. You must use reasonable skill and care at all times in performing the Services.
9.5. You will indemnify us against any loss, damage or expense we suffer as a result of your breach of any of the provisions of Seller Term 13.
10.1. You acknowledge that any goodwill in the Buyers or the contracts you enter into with them shall accrue to us and that you shall:
10.2. If you breach Seller Term 10.1 above:
11.1. If you use the Capacity Calculator function on our Site, you must ensure that you provide accurate, complete and up-to-date information to enable the function to accurately calculate your capacity to provide Services. We accept no responsibility for any inaccurate calculations produced as a result of inaccurate, incomplete or out-of-date information being input in the tool.
12.Terms and termination
12.1. We may cease providing the Site and/or the Platform and terminate these Terms at any time in accordance with clause 7 of the General Terms, and you have the right to terminate these Terms in line with clause 8 of the General Terms above.
12.2. On termination of the Terms for any reason, you must immediately cease using the Site and the Platform.
13.Limitation of liability
13.1. We will not be liable to you for any indirect, special, incidental or consequential loss or damage which may arise in respect of your use of the Site or the Platform or any component of it, nor for loss of profits or loss of data.
13.2. Our liability to you will be limited to the lower amount of any Subscription Fees or Transactions Fees paid by you, to us in the twelve months before the relevant claim arises.
14.1. If any dispute arises between you and a Buyer in relation to Services you provide to that Buyer or in relation to the contract entered into between you and the Buyer, we may assist you and the Buyer in facilitating the resolution of that dispute, but we shall not be responsible for resolving the dispute. Any disputes must be resolved directly between you and the Buyer in accordance with your contract with the Buyer.
1.Applicability of Buyer Terms
1.1.These Buyer Terms apply to all Users who wish to use the Site and the Platform as a Buyer. By signing up to the Platform, you agree to comply with these Buyer Terms.
1.2.1. The Purchasing Terms will apply to your relationship with any Sellers and you must enter into the Purchasing Terms with every Seller you agree to purchase Services from through the Platform.
2.How the Platform works for Buyers
2.1. Submitting requests for Services
2.1.1. The Platform allows you as a Buyer to submit a request for Services which must include complete and accurate information about your requirements (a Request).
2.1.2. When you list an opportunity, the Platform will match your Request with Sellers who can meet your requirements and each of those Sellers will be invited to respond or submit a bid for the Services requested (a Bid). Every response or Bid submitted by a matched Seller will be displayed to you together with details of the Services included in that response or Bid, the pricing and any other relevant terms such as timescales and availability.
2.1.3. The Platform may also match your Request with existing opportunities posted by Sellers for the Services requested (each an Opportunity).
2.1.4. You can then decide which Bid or Opportunity to accept by selecting that Bid or Opportunity on the Platform. When you accept a Bid or Opportunity, the relevant Seller will be notified and you will then be able to communicate with the Seller via the Platform to negotiate your contract with the Seller (the Contract). Unless otherwise specified and enabled by us, Contracts must be concluded outside the Platform.
2.2. We do not guarantee that any Sellers will be matched with your Request, that any Bids will be submitted or displayed to you in respect of the requested Services, that there will be any appropriate Opportunities which match your requirements or that any Contract will be entered into in respect of the Services requested.
2.3. The Platform enables Buyers to submit details of key contracts together with renewal dates, to enable us to inform Sellers of potential upcoming bidding opportunities. If you take advantage of this functionality, we will use reasonable endeavours not to allow any Supplier to view your identity as a Buyer or any information about you or your request other than the fact that you are bidding for the particular Services.
3.Submission of Requests
3.1. You warrant that the information submitted as part of a Request is accurate, complete, up-to-date and not misleading and is sufficient to enable us to match your requirements with an appropriate Seller.
3.2. If there are any changes to your Request after it has been uploaded to the Platform, you must remove your Request and submit a new Request.
3.3. You grant us a licence to use the information contained within your Request for the purposes of enabling us to perform our obligations under these Terms and to provide and operate the Site and the Platform.
3.4. We reserve the right to remove, or not to post, any Requests which we consider breach the rules above or any other provisions of these Terms or which we otherwise reasonably consider are inappropriate.
4.Responding to Bids & Opportunities
4.1. You must make sure that you read all Bids and Opportunities carefully before selecting them. We are not responsible for any information contained within a Bid or Opportunity or for ensuring that a Bid or Opportunity meets your specific requirements.
4.2. You must only select a Bid or Opportunity if you genuinely intend to purchase the Services offered in that Bid. For our policy on cancellation of Requests, please see the section headed ‘Cancellation and changes’ below.
5.Communication with the Seller
5.1. When communicating with the Seller through the Platform, you must:
5.1.1. be friendly and professional in all communications; and
5.1.2. not use offensive language or send any inappropriate content or content that is not related to the Services.
5.2. You can leave feedback for a Seller. If you choose to leave feedback, you must ensure that it is relevant, truthful and professional and does not include any obscene, offensive or hateful language and is not defamatory. We reserve the right to moderate and remove any feedback that we consider breaches these Terms or is otherwise inappropriate.
5.3. Sellers may also leave feedback for you. Whilst we may moderate feedback, we are under no obligation to do so and we are not responsible for the content of any feedback or for the consequences of any feedback.
5.3.1. In the event of any disputes over feedback between Buyers and Sellers, Brewbroker will make a decision which will be final.
6.Payment of fees for the Services
6.1. You must pay for any Services which you have agreed to purchase from a Seller. The Seller’s fees for the Services (Services Fees) will be set out in the Seller’s Bid or Opportunity and agreed with you in the Contract.
7.Cancellation and changes
7.1. You can cancel a Request for Services at any time up until you have accepted a Bid or Opportunity. After you have accepted a Bid or Opportunity, you may not cancel or make any changes to that Bid or Opportunity. The Seller is also not entitled to make any changes to or cancel a Bid or Opportunity once you have accepted that Bid or Opportunity.
7.2. If you need to make changes to a Request, you must cancel that Request and submit a new Request.
8.1. We are not responsible for ensuring that the Services and the Sellers’ provision of Services comply with applicable laws, regulations and standards. All compliance with health and safety and licensing laws is the responsibility of the relevant Seller. We require our Sellers to verify that any information or instructions that you provide to the Seller regarding the Services meet all legal and regulatory requirements.
8.2. Our Sellers are experts in providing their respective Services. As such, the Sellers may make recommendations or provide advice or guidance to you as to how they consider the Services can be performed more safely or effectively. If you choose not to accept such recommendations, advice or guidance or to instruct the Seller to perform the Services differently, this is at your own risk and neither we nor the Seller accept any responsibility in respect of the quality of the Services. You must not issue any instructions to the Seller in respect of the performance of the Services which are illegal or unsafe or could result in the creation of a product which is not fit for human consumption.
8.3. If at any time you become aware that a product or substance intended for human consumption by the public may have become unsafe or contaminated as a result of Services provided by a Seller, you must immediately notify the Seller who provided the relevant Service. Upon making such a notification you must provide such co-operation as the Seller and/or any regulatory body requires to help ensure that any affected products are safely withdrawn from the market.
8.4. We require our Sellers to use reasonable skill and care in providing any Services they agree to sell through the Platform, but we are not responsible for the quality of the Services or any products produced and we provide no guarantee that the provision of the Services by Sellers will lead to any profit for you.
9.Terms and termination
9.1. We may cease providing the Site and/or the Platform and terminate these Terms at any time in accordance with clause 7 of the General Terms, and you have the right to terminate these Terms in line with clause 8 of the General Terms above.
9.2. On termination of the Terms for any reason, you must immediately cease using the Site and the Platform.
10.Limitation of liability
10.1. We will not be liable to you for any indirect, special, incidental or consequential loss or damage which may arise in respect of your use of the Site or the Platform or any component of it, nor for loss of profits or loss of data.
10.2. Our liability to you will be limited to the amount of the Subscription Fees paid by you to us in the twelve months before the relevant claim arises.
11.1. If any dispute arises between you and a Seller in relation to Services the Seller provides to you or in relation to the Contract, we may assist you and the Seller in facilitating the resolution of that dispute, but we shall not be responsible for resolving the dispute. Any disputes must be resolved directly between you and the Seller in accordance with your Contract.
The purchasing terms are designed to act as a basic set of purchasing terms when contract tenders are bid and completed over the platform and not the simple connection of opportunities between buyers and sellers. It is desired that both parties create their own agreed purchasing terms when directly trading, but if no such terms are implemented, these shall act to govern the transaction.
The following definitions apply in these Purchasing Terms:
all applicable laws, statutes, regulations and codes from time to time in force;
all applicable laws, statutes, regulations and codes from time to time in force;
the bid for services submitted by the Seller and accepted by the Buyer through the Platform;
Brew Brokers Ltd;
the customer who has agreed to purchase or respond to Services from the Seller through the Platform and in accordance with these Purchasing Terms;
a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
all documents, information, items and materials in any form which are provided by the Buyer to the Seller in connection with the Services;
the sums payable for the Services, as set out in the Bid;
together, the Purchasing Terms and the Bid;
has the meaning given in clause 16;
any outputs of the Services and any other documents, products and materials provided by the Seller to the Buyer as specified in the Bid and any other documents, products and materials provided by the Seller to the Buyer in relation to the Services;
any equipment, systems, tools, cabling, items, materials or facilities requested or used directly or indirectly in the supply of the Services by the Seller;
a party suffers an insolvency event if:
a.) it makes any voluntary arrangement with its creditors or becomes bankrupt or enters administration or goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction); or
b.) a security holder takes possession, or a receive or administrative receiver is appointed, over all or any material part of its property or assets; or
c.) anything analogous to any of the foregoing occurs under the law of any jurisdiction; or
d.) it ceases to carry on business;
Intellectual Property Rights or IPRs
patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, 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, 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;
the platform provided by BrewBroker and allowing the Seller and the Buyer to sell and purchase Services, available at https://app.brewbroker.com;
the services set out in the Bid;
Terms and Conditions
the terms and conditions applicable to BrewBroker’s relationship with each of the Seller and the Buyer and to the Seller’s and the Buyer’s use of the Platform, as available here.
1.1. These Purchasing Terms govern the provision of the Services by the Seller to the Buyer where the Seller and the Buyer have agreed respectively to provide and purchase Services via the Platform.
1.2. The Purchasing Terms do not govern the relationship between BrewBroker and Sellers or between BrewBroker and Buyers. Those relationships are governed by the Terms and Conditions.
2.Commencement and duration
2.1. The Contract shall apply from the date on which the Bid is accepted and shall continue until the Services are completed to the Buyer’s reasonable satisfaction, unless terminated earlier in accordance with clause 34.
3.Provision of Services
3.1. The Seller shall provide the Services from the date set out in the Bid and in accordance with all timescales and milestones set out in the Bid.
3.2. The Seller shall provide the Services from the date set out in the Bid and in accordance with all timescales and milestones set out in the Bid.
4.1. The Seller shall ensure that the Services and Deliverables conform in all respects with the Bid and that the Deliverables will be fit for any purpose expressly or implicitly made known to the Seller by the Buyer perform the Services with the highest level of care, skill and diligence in accordance with best practice in the brewing industry; ensure that the Deliverables and all goods, materials, standards and techniques used in providing the Services are of the best quality and are free from defects in workmanship, installation and design; co-operate with the Buyer in all matters relating to the Services and the Deliverables hold any Buyer Materials in safe custody at its own risk and maintain the Buyer Materials in good condition until returned to the Buyer and not dispose of or use the Buyer Materials other than in accordance with the Buyer’s written instructions or authorisations; and not do or omit to do anything which may cause the Buyer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business.
5.1. The Buyer shall co-operate with the Seller in all matters relating to the Services and the Deliverables; provide all reasonable Equipment and Buyer Materials required to enable the Seller to perform the Services and deliver the Deliverables, as detailed in the Bid; ensure that any Equipment that the Buyer is required to provide (as set out in the Bid or otherwise agreed between the Buyer and the Seller) is in good working order and suitable for the purposes for which it is used; ensure that any Buyer Materials provided to the Seller are accurate and complete; and not do or omit to do anything which may cause the Seller to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business.
5.2. To the extent that the Seller is prevented or delayed in performing the Services or delivering the Deliverables as a result of the Buyer’s failure to comply with its obligations set out at clause 8, the Seller shall be entitled to a reasonable extension or time for performing the Services or delivering the Deliverables (as appropriate); and/or be entitled to cancel the Contract by notice to the Buyer; and/or not be liable for any costs, charges or losses incurred by the Buyer arising directly and solely from such prevention or delay.
6.1. The Seller shall ensure that it has, and shall maintain, all necessary licences and consents and comply with all Applicable Laws in relation to the Services and the Deliverables.
6.2. The Seller shall comply with the Buyer’s reasonable instructions in relation to the Services and the Deliverables, save that the Seller shall be responsible for verifying that any information and instructions provided by the Buyer comply with all Applicable Laws; and regardless of the Buyer’s instructions, the Seller must not perform the Services or deliver the Deliverables in any way which would contravene any Applicable Laws or which would be unsafe or which could result in the creation of a product which is not fit for human consumption.
6.3. The Seller may provide advice and guidance to the Buyer as to how the Seller considers the Services can be performed, or the Deliverables delivered, more safely or effectively. If the Buyer chooses not to accept such recommendations, advice or guidance or to instruct the Seller to perform the Services or deliver the Deliverables differently, the Buyer does this at its own risk and the Seller shall not be responsible for any deterioration in the quality of the Services or the Deliverables as a result of the Buyer’s decision.
6.4. The Buyer shall not issue any instructions to the Seller in respect of the performance of the Services or the delivery of the Deliverables which contravene any Applicable Laws or which would be unsafe or could result in the creation of a product which is not fit for human consumption.
6.5. If at any time either party becomes aware that a product or substance intended for human consumption by the public may have become unsafe or contaminated as a result of the Services or the Deliverables, that party must immediately notify the other party and both parties must provide such co-operation to the other party and/or to any regulatory body required to help to ensure that any affected products are safely withdrawn from the market.
6.6. The Seller shall indemnify the Buyer in full against all costs, expenses, damages and losses awarded against or incurred or paid by the Buyer as a result of or in connection with any breach by the Seller of it’s regulatory compliance obligations.
7.1. For the purposes of this section, Defective Services shall mean any Services or Deliverables which either do not conform in material respects to the Bid; or are performed or delivered in breach of the Seller’s regulatory compliance obligations above.
7.2. The Seller shall promptly notify the Buyer and BrewBroker of any Defective Services of which the Seller becomes aware; any circumstances from time to time which may prevent the Seller from providing the Services and delivering the Deliverables in accordance with the Contract together with (where practicable) recommendations as to how such circumstances can be avoided; and any complaint (whether written or not) or other matter which comes to its attention and which it reasonably believes may give rise to any loss by or claim against the Buyer or which may result in any adverse publicity for the Buyer.
7.3. The Buyer shall, without limiting any of its rights or remedies, promptly report to the Seller and to BrewBroker any Defective Services as reasonably practicable after any such Defective Services come to the attention of the Buyer.
7.4. Where any Defective Services are reported to the Seller by the Buyer or otherwise come to the attention of the Seller, the Seller shall, without limiting any other right or remedy of the Buyer, use its reasonable endeavours to provide such further services as are necessary in order to rectify the Defective Services as soon as is reasonably practicable.
8.Changes to Services
8.1. The parties acknowledge that once the Bid has been accepted, there can be no changes to the scope of the Services or the Deliverables set out in the Bid and that if the Buyer requires additional services or different services, the Buyer must submit a new request for services through the Platform and a new contract must be entered into.
9.Charges and payment
9.1. The Buyer shall pay the Charges in advance on conclusion of the Contract. The Charges shall be paid by the Buyer to BrewBroker to be held on behalf of the Seller until the Services have been completed and the Deliverables delivered in accordance with the Contract.
9.2. Once the Services have been completed to the Buyer’s reasonable satisfaction, the Buyer shall instruct BrewBroker to release the Charges to the Seller (subject to BrewBroker’s reduction of any transaction fees in accordance with the Terms and Conditions). The Charges will be released to the Seller on the earlier of the Buyer’s instructions to release the Charges (which shall not be unreasonably withheld or delayed); or the expiry of a period of two weeks from completion of all Services and delivery to the Buyer of all Deliverables (provided that the Seller has not been notified by the Buyer, or otherwise become aware, of any Defective Services in accordance with clause
10.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party (including, but not limited to, any recipes or specifications shared by the Buyer with the Seller for the purposes of providing the Services and delivering the Deliverables), except as permitted by clause 24
10.2. Each party may disclose the other party’s confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3. No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
11.1. The Buyer (or its licensors) shall retain ownership of all IPRs in the Buyer Materials (including, but not limited to, any recipes or specifications provided by the Buyer) and the Buyer grants to the Seller a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Buyer Materials for the term of the Contract for the purpose only of providing the Services and delivering the Deliverables to the Buyer. The Seller shall not use the Buyer Materials (including, but not limited to, any recipes or specifications provided by the Buyer) for any purpose other than to fulfil the Seller’s obligations under the Contract.
11.2. The Seller (or its licensors) shall retain ownership of all IPRs in the Deliverables, excluding the Buyer Materials and the Seller grants to the Buyer, or shall procure the direct grant to the Buyer of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy and modify the Deliverables (excluding the Buyer Materials) for the purpose of receiving and using the Services and the Deliverables. The Buyer may sub-license the rights granted in this clause 27 to its group companies, customers and to any third parties reasonably required for the purpose of the Buyer’s receipt of services similar to or associated with the Services.
11.3. The Seller warrants that the receipt, use and onward supply of the Services and the Deliverables by the Buyer and its permitted sub-licensees shall not infringe the rights, including any IPRs, of any third party and shall indemnify the Buyer in full against all costs, expenses, damages and losses awarded against or incurred or paid by the Buyer as a result of or in connection with any claim brought against the Buyer for actual or alleged infringement of a third party’s IPRs arising out of, or in connection with, the receipt, use or supply of the Services and the Deliverables (excluding any Buyer Materials).
12.1. The Seller shall comply with all Applicable Laws relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 (Relevant Requirements); have and maintain in place its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate; promptly report to the Buyer any request or demand for any undue financial or other advantage of any kind received by the Seller in connection with the performance of the Services or the delivery of the Deliverables; and if requested by the Buyer, certify to the Buyer in writing compliance with this clause 29 by the Seller and all persons associated with the Seller and provide to the Buyer such supporting evidence of compliance as the Buyer may reasonably request.
12.2. The Seller shall ensure that any person associated with the Seller who is performing services in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Seller in this clause 30 (Relevant Terms). The Seller shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to the Buyer for any breach by such persons of any of the Relevant Terms.
13.Liability and insurance
13.1. Nothing in the Contract shall limit or exclude the Seller’s or the Buyer’s liability for death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors; fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by law; or shall limit or exclude the Seller’s liability under clauses 7 or 28.
13.2. Subject to clause 31 neither party shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any indirect or consequential loss arising under or in connection with the Contract; the Seller’s total liability to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to an amount equal to 200% of the Charges paid by the Buyer under the Contract; and the Buyer’s total liability to the Seller, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to an amount equal to the Charges paid by the Buyer under the Contract.
13.3. The Seller shall ensure it has and shall maintain in force with a reputable insurance company sufficient insurance to cover all risks for which the Seller may be responsible under the Contract.
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract to the extent that such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving written notice to the affected party.
15.1. Either party may terminate the Contract with immediate effect by giving written notice to the other party if: the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or the other party undergoes an Insolvency Event.
15.2. On termination or expiry of the Contract, the Seller shall immediately deliver to the Buyer all Deliverables whether or not then complete and return all Buyer Materials and any Equipment belonging to the Buyer.
15.3. On termination or expiry of the Contract, all clauses which expressly or by implication are intended to survive termination will do so.
16.1. The Contract contains the whole agreement between the parties relating to its subject matter and supersedes all prior agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
16.2. Neither party may assign, transfer or sub-contract to any third party the benefit and/or burden of the Contract without the prior written consent of the other party (which shall not be unreasonably withheld).
16.3. No variation of these Purchasing Terms by the parties shall be permitted without BrewBroker’s prior written consent. No variation of the Bid shall be permitted.
16.4 The Contracts (Rights of Third Parties) Act 1999 does not apply to the Contract and no third party has any right to enforce or rely on any provision of the Contract.
16.5. No delay, act or omission by a party in exercising any right or remedy under the Contract will be deemed a waiver of that, or any other, right or remedy.
16.6. If any court or competent authority finds that any provision or part of the Contract is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract will not be affected.
16.7. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
16.8. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
16.9. If there is any inconsistency between any of the provisions of these Purchasing Terms and the Bid, the provisions of these Purchasing Terms shall prevail.
16.10. Any notice given to a party under or in connection with the Contract shall be given through the Platform and shall be deemed to have been received at 9.00am on the next Business Day after transmission. Any such notice must also be copied or forwarded to BrewBroker through the Platform.
16.11. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
17.Governing law and jurisdiction
17.1. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
17.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.