TERMS AND CONDITIONSLast Updated: November 29, 2020
- Terms and conditions of use (“Terms”)
1.1 These are the Terms on which Havn Limited provides both Subscription Services on the Havn App to Havn Members and access to and use of the Site by Users.
1.2 Please read these Terms carefully before paying for a subscription to Havn for the use of the Subscription Services and/or to use the Site. These terms and conditions tell Havn Member how we will provide the subscription, how Havn Member and Havn may change or end the subscription, what to do if there is a problem, how to purchase an Item and other important information about how Users may use the Site.
1.3 User agrees that by accessing the Site, they have read, understood, and agrees to be bound by all of these Terms. Havn recommends that Users print a copy of these Terms for future reference. If User does not agree with all of these Terms, then User is expressly prohibited from using the Site and User must discontinue to do so immediately.
1.4 Supplemental terms and conditions and/or documents that may be posted on the Site from time to time are expressly incorporated herein by reference. Havn reserves the right, in its sole discretion, to make changes or modifications to these Terms at any time and for any reason.
1.5 Havn will alert User about any changes by updating the “Last updated” date of these Terms, and User waives any right to receive specific notice of each such change.
1.6 It is User’s responsibility to periodically review these Terms to stay informed of any updates. User will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by their continued use of the Site after the date such revised Terms are posted.
1.7 The information provided on the Site is not intended for distribution to or use by any User or entity in any jurisdiction or country where such distribution or use would be contrary to any law or regulation or which would subject us to any registration requirement within such jurisdiction or country.
1.8 Accordingly, those Users who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws if, and to the extent, local laws are applicable.
1.9 The Site is intended for Users who are at least 18 years of age only. Anyone who is found to be under the age of 18 will have access to the Site suspended with immediate effect.
- Contact Havn
2.1 Havn Ltd is a company registered in England and Wales with company registration number is 12386282 and registered office is at 3rd Floor, 86-90 Paul Street, London EC2A 4NE, United Kingdom (“Havn”).
2.2 In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact Havn at email@example.com
“Additional Items” means Items that may be ordered on the digital menu of the Havn App, in addition to the minimum number of Items included in a subscription.
“Agreement” means these terms and conditions and the Order
“Havn Member” means a Havn Member that has placed an Order
“Havn” means Havn Limited
“Havn App” means the software applications and/or the software platform at www.havn.app or another designated URL, designed for Users to access the Havn services, as such application and/or software platform is modified, updated, enhanced from time to time.
“Havn Member” means a subscriber to Subscription Services with access to all Havn Subscription Services on the Havn App.
“Item(s)” means food, beverages and other products and Services sold via the Havn App
“Order / Purchase Order” means the order for an Item or Items and/or Services to a Provider via the Havn App
“Order(s)” means the order placed by a Havn Member for a specific Item or Additional Item(s) as part of the Subscription Services.
“Order Number” means the Purchase Order number as stated on the Order
“Partner Establishment(s)” refer to the restaurants, cafes, bars, pubs, cinemas, hotels or other food and drink establishments that offer Items on the Havn App.
“Payment Method” means a current, valid, method of payment that Havn accepts as part of the Payment Processing Services, such as credit card and debit card, as may be updated from time to time, and which may include payment through an account with a third party.
“Payment Processing Services” are services that Havn may use to accept payments from Havn Members for transactions for Items, manage subscriptions, and perform transaction reporting.
‘Provider’ means the person, firm or company identified as partner or provider on the Purchase Order
“Purchase Price” means the amount or price stipulated by the Provider for the Item or Services
“Site” means collectively the Havn App and Havn Website, as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto
“Subscription Fee” means the amount a Havn Member pays for the Subscription Service.
“Subscription Service(s)” means Havn’s software applications, tools and platforms to which Havn Members have subscribed to in accordance with their type of subscription or that Havn otherwise makes available to Havn Members, and which are developed, operated, and maintained by Havn and accessible via the Havn App and any ancillary products and services that Havn provides to Havn Members.
“Services” means the Subscription Services and Additional Items (if any) described on the Purchase Order.
“Terms” means the terms and conditions set out in this document together with, as appropriate, any other terms or conditions incorporated into the Agreement (if any) by express written agreement between the Havn Member and the Provider
“User(s)” means a user(s) (including Havn Member) of the Site
“Writing” includes emails. When Havn uses the words “writing” or “written” in these terms and conditions, this includes emails
2.4 The headings in these Terms are for convenience only and shall not affect their construction.
2.5 Havn does not, in any way, manufacture, sell, purchase, store, prepare, produce, process, mark, pack or handle the Items on the Havn App. Havn has no responsibility for the fulfilment of the contractual obligations towards the Havn Member regarding the Items, including the manufacturing, sale, purchase, storage, preparation, production, processing, marking, quality, ingredients, allergens or handling of the Items, and the compliance with applicable legislation, including with respect to the above, unless Havn is explicitly designated on the Havn App as the Provider or seller of the Items. Havn accepts no liability where Havn Member fails to collect the Item from the Provider.
3.1 The membership subscription will start when Havn Member has accepted these Terms and they have made the first payment of the Subscription Fee.
3.2 The subscription is on a monthly basis and it will run for a period of twelve (12) months from when Havn Member makes the first payment of the Subscription Fee and automatically renews on a monthly rolling basis, until it is terminated by either Havn Member (as per clause 6) or Havn.
3.3 The Havn Member must be 18 years of age or older, or the age of majority in their province, territory or country, to subscribe to the Havn Subscription Service. Minors may only use the Subscription Service under the supervision of an adult.
3.4 The Havn membership is for the personal and non-commercial use of the Havn Member and it may not be transferred to any other individual or entity. A Havn Member may share any Item viewed or purchased through the Havn Subscription Service with individuals in their household. During the subscription, Havn grants Havn Member a limited, non-exclusive, non-transferable right to access the Havn Subscription Service. Except for the foregoing, no right, title or interest shall be transferred to Havn Member. Havn Member agree not to use the Havn Subscription Service for public re-sale of Items.
3.5 User agrees not to: circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Site use any robot, spider, scraper or other automated means to access the Site and Havn Subscription Service; decompile, reverse engineer or disassemble any software or other products or processes accessible through the Site; insert any code or product or manipulate the content of the Havn App in any way; or use any data mining, data gathering or extraction method. Havn may terminate or restrict Havn Member’s use of the Havn Subscription Service if Havn Member violates these Terms or they are engaged in illegal or fraudulent use of the Havn Subscription Service.
3.6 To use the Havn Subscription Services, Havn Member must have internet access, a Havn App ready device and provide us with one or more Payment Methods.
3.7 Havn may offer a number of subscription plans, including special promotional plans or plans offered by third parties in conjunction with the provision of their Items. Some plans may have differing conditions and limitations, which will be disclosed at sign-up or in other communications made available to Havn Member. Specific details regarding a Havn Member’s Havn subscription can be found by visiting the Havn website and clicking on the “Account” link available at the top of the pages of the Havn App under Havn Member profile name.
3.8 Havn Member has access and control over their Havn subscription account and the Havn App ready devices that are used to access the Havn Subscription Service and the Havn Member is responsible for all activity that occurs through their Havn account. To maintain control over the account and to prevent anyone from accessing the account (which would include information on browsing history), Havn Member must maintain control over the Havn App ready devices that are used to access the Subscription Service and not reveal the password or details of the Payment Method associated with the account to anyone. Havn Member is responsible for updating and maintaining the accuracy of the information they provide to Havn relating to the Havn Member’s account. Havn can terminate the Havn Member’s account or place it on hold in order to protect Havn Member, Havn or Havn Partner Establishments from identity theft or other fraudulent activity.
3.9 Havn will send information relating to Havn Member account (e.g. payment authorisations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to the email address provided by Havn Member during registration.
3.10 The images of Items on the Havn App are provided by our Partner Establishments for illustrative purposes only. Although Havn has made every effort to display the colours accurately, Havn cannot guarantee that a device’s display of the colours accurately reflects the colour of the Items. Items may vary slightly from those images.
4.1 Havn may make changes to the Subscription Service(s) and/or to these Terms without notifying a Havn Member or User and without any liability on the part of Havn. It is the responsibility of the Havn Member or User periodically to check these Terms for any changes. Changes may be made:
- to reflect changes in relevant laws and regulatory requirements (except where this will require us to make any of changes listed in clause 4.2(a) below, in which case we will notify Havn Member and Havn Member may then contact us to end Havn Member subscription to the Subscription Service(s) before the changes take effect) which may mean that some aspects of the subscription are rendered unavailable; and
- to implement minor technical adjustments and improvements, for example to address a security threat or to ensure that these Terms more accurately reflect the Subscription Services to which Havn Members have subscribed.
4.2 Havn may make the changes to the following aspects of the subscription or these Terms, but if Havn does so, Havn will notify Havn Member and Havn Member may then contact Havn to end the subscription before the changes take effect:
- Havn’s identity (including its geographical location) or contact information;
- the total price of the subscription (exclusive of taxes);
- charges for Additional Items;
- total costs per billing period or the total monthly costs, or how these are calculated;
- time limit and procedures for exercising Havn Members’ right to cancel their subscription or Orders;
- the duration of the contract with us, including automatic extensions, and the conditions for terminating the contract; and
- PROVIDING SUBSCRIPTION & FULFILLING ORDERS
5.1 Havn may need certain information from the Havn Member so that Items can be supplied, for example, removal or substitution of ingredients. If so, this will have been stated in the description of the Items on the Havn App. Havn will not be responsible for any Items which are supplied either late or only partially if this is caused by Havn Member not giving us the information we need within a reasonable time of us asking for it.
5.2 Hav may suspend Havn Member’s subscription in order to:
- deal with technical problems or make minor technical changes;
- update the subscription and/or the Havn App to reflect changes in relevant laws and regulatory requirements; and
- make changes to the subscription as notified by Havn to Havn Member (see clause 4).
5.3 Havn will contact Havn Member in advance to tell them if Havn will be suspending the Havn Member’s subscription, unless the problem is urgent or an emergency. If Havn has to suspend the subscription, other than for reasons set out in clause 5.2, for longer than 30 days in any month, Havn will adjust the Subscription Fee so that Havn Member does not pay for the subscription while it has been suspended. Havn Member may contact Havn to end their subscription if Havn suspends it, or tells Havn Member that it is going to suspend it, in each case for a period of more than 30 days. Havn will refund any sums paid in advance for the Subscription Fee in respect of the period after Havn Member ends the subscription.
5.4 If Havn Member fails to pay the Subscription Fee each month (until the expiration or termination of the subscription) on the payment due date specified on the Havn Member’s account (see clause 9.3) and the payment is not made within 14 days of when that payment is due, Havn may suspend such subscription until Havn Member has paid Havn the outstanding amounts. Havn will contact Havn Member to tell them Havn is suspending Havn Member’s subscription. Havn may also charge interest on Havn Member’s overdue payments (see clause 9.8).
- RIGHT TO END THE SUBSCRIPTION
6.1 Havn Member can end their subscription by giving Havn one (1) month’s notice using the procedure prescribed below.
6.2 Havn Member may also end their subscription because:
- of something Havn has done or has told Havn Member that it is going to do, see clause 6.3;
- they have changed their mind, see clause 6.4. Havn Member may be able to get a refund if they are within the cooling-off period, but this may be subject to certain deductions.
6.3 If Havn Member is ending a subscription for a reason set out in (a) to (b) below, the subscription will end immediately and Havn will refund Havn Member on a pro rata basis any Subscription Fee that they have paid for the days remaining until the end of the subscription. The reasons are:
- Havn has informed Havn Member about an upcoming change to the subscription or these Terms which Havn Member does not accept (see clause 4.2);
- Havn has suspended the subscription for technical reasons, or notifies Havn Member Havn is going to suspend it for technical reasons, in each case for a period of more than 30 days; or
6.4 Havn Member have the right to change their mind within 14 days from making the first payment (the “Cooling Off Period”) and end the subscription. Havn Member will receive a refund of the Subscription Fee paid either in full or on a pro-rata basis if the Subscription Services were used by Havn Member during the Cooling Off Period. Cancellation is by completing the cancellation procedure on the Havn App.
- TERMINATION BY HAVN
7.1 Havn may end the subscription at any time if:
- Havn Member does not make a Subscription Fee payment to us when it is due and such payment remains outstanding from fourteen (14) days of the due date. Havn will send Havn Member a reminder to pay if such payment is not made on the due date; or
- Havn reasonably suspects that continued provision of the subscription to Havn Member will result in breach of any applicable law.
7.2 If Havn ends the subscription in the situation set out in clause 7.1(b),and where Havn has not suffered any loss as a result of Havn Member’s breach, Havn will refund Havn Member on pro rata basis any Subscription Fee that Havn Member has paid for the days remaining until the end of their subscription but Havn may deduct or charge Havn Member reasonable compensation for the net costs Havn will incur as a result of Havn Member’s breach of these Terms.
7.3 If Havn terminates or suspends the Havn Member or User account for any other reason, Havn Member or User are prohibited from registering and creating a new account under their name, a fake or borrowed name, or the name of any third party, even if they may be acting on behalf of the third party.
7.4 In addition to terminating or suspending your account, Havn reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
- SUBSCRIPTION ENQUIRIES
8.1 If, Havn Member has any questions or complaints about their subscription, please contact Havn. Havn Member can contact the Havn customer service team at firstname.lastname@example.org If Havn Member has any questions or complaints in relation to any Items ordered and/or their Order, please contact the Partner Establishment to which the Order was placed.
- SUBSCRIPTION PRICE & PAYMENT
9.1 The Subscription Fee for the subscription will be the price indicated on the subscription pages of the Havn App. Havn will take all reasonable care to ensure that the prices of the different types of Havn subscriptions advised to Havn Member are correct. However, please see clause 9.2 for what happens if Havn discovers an error in the price of a subscription.
9.2 Some Additional Items may be incorrectly priced. Havn will normally check prices before confirming a subscription or order of Additional Items. Where the correct price of the subscription or the Additional Item is less than our stated price on that Order or subscription date, Havn will charge Havn Member the lower amount. If the correct price of the Additional Item at the date and time Havn Member orders is higher than the price stated, Havn will contact Havn Member to inform them of the correct price and confirm whether Havn Member wants to proceed with the subscription or Order at the corrected price.
9.3 Unless a subscription is cancelled by Havn or Havn Member before the billing date, Havn Member authorises Havn to charge the Subscription Fee for the next billing cycle in accordance with Havn Member’s Payment Method. The Subscription Fee is charged to Havn Member on a recurring basis, monthly in advance for the subscription, and monthly in arrears for any Additional Items ordered in the preceding month.
9.4 The Subscription Fee for the Havn Subscription Service will be charged to the Payment Method on the specific billing date indicated on Havn Member’s “Account” page. The length of the billing cycle will depend on the type of subscription that Havn Member chooses when they sign-up for the Subscription Service. In some cases the payment date may change, for example if the Payment Method has not successfully settled or if the subscription begins on a day not contained in a given month.
9.5 To use the Havn Subscription Service, Havn Member must provide one or more Payment Methods. Havn Member authorises Havn to charge any Payment Method associated to Havn Member’s account in case their primary Payment Method is declined or no longer available to Havn for payment of the Subscription Fee. Havn Member remain responsible for any uncollected amounts due. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and Havn Member has not cancelled their account, Havn may suspend Havn Member’s access to the Havn Subscription Service until Havn has successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge Havn Member certain fees, such as foreign transaction fees or other fees relating to the processing of their Payment Method. Local tax charges may vary depending on the Payment Method used. Havn Members should check with their Payment Method service providers for details.
9.6 Havn Member can update their Payment Methods by going to the “Account” page. Havn may also update Havn member’s Payment Methods using information provided by the payment service providers. Following any update, Havn Member authorises Havn to continue to charge the applicable Payment Method(s).]
9.7 Havn Member acknowledges and agrees that Havn uses Stripe Inc. and its affiliates to process financial transactions (including payment transactions) for all services, including the Subscription Service, provided on the Havn App.
9.8 If Havn Member does not make any payment for a Subscription Fee or order for Additional Items to Havn by the date on which payment was due, Havn may charge interest to Havn Member on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. Havn Member must pay Havn interest together with any overdue amount.
9.9 If Havn Member thinks Havn has charged them incorrectly or Havn Member disputes the charge, please contact Havn promptly to resolve this matter in accordance with Havn’s Complaints Handling Policy. Havn Member will not have to pay any interest until such a dispute is resolved. Once the dispute is resolved, Havn will charge Havn Member interest on the correctly charged sums from the original due date.
9.10 The price of the Items and/or the Services shall be as stated in the Order and, unless otherwise so stated, shall be exclusive of value added tax (which shall be payable by the Havn Member) and inclusive of all charges for packaging, packing, carriage and insurance, and any other duties or imposts other than value added tax.
9.11 Upon placing an Order, the Purchase Price is authorised or reserved at the Havn Member’s account (depending on the chosen Payment Method). The Purchase Price is charged at the Havn Member’s account upon ordering of the Items. If the Order is cancelled in accordance with these Terms, the Purchase Price is cancelled or refunded to Havn Member.
9.12 The Purchase Price is collected by Havn from the Havn Member on behalf of the Provider. Havn may amend, modify or restructure the payment procedure for its Havn Members, as it deems reasonable.
9.13 Havn App uses PCI compliant payment service providers. Payment by debit or credit card on the Havn App is certified by the card issuer. All payments are made through an encrypted internet connection.
9.14 Havn does not store any debit or credit card information. Such information is handled by the payment service providers and may be stored by them.
9.15 If the Havn Member’s credit card or payment method is rejected when trying to pay for a subscription or Order, the Havn Member should verify that the entered information is correct. If the Havn Member has corrected the error and the credit card is still rejected, Havn recommends and the Havn Member accepts that the Havn Member contacts his or her bank.
9.16 Once the Havn Member has submitted an Subscription Fee payment or Order by use of a credit or debit card and the payment has been authorised, the bank or card issuer will reserve the full amount of the transaction. If the transaction is subsequently rejected by the Provider or cancelled for any other reason in accordance with these Terms, the bank or card issuer will not transfer the funds for the order to Havn and will instead refund the Havn Member by releasing the relevant amount back into the Havn Member’s available balance. This may take up to 10 working days (or longer, depending on the Havn Member’s bank or card issuer), and Havn does not have authority to make enquiries to a Havn Member’s bank or card issuer on specific payment issues. The Havn Member must do so.
9.17 By accepting these Terms, the Havn Member accepts the method of payment set out above and acknowledges and agrees that Havn is not responsible or liable to the Havn Member in relation to the above.
- LIMITATION OF LIABILITY
10.1 If Havn breaches these Terms, Havn or its directors, employees or agents are not responsible to Havn Member, User or any third party for:
(a) any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the subscription was made; and
(b) any loss of profit, loss of business, business interruption, loss of goodwill, loss of data or loss of business opportunity, whether such losses are indirect, direct or consequential. Havn will also not be liable for any indirect or consequential loss or damage which arises out of these Terms and Havn Member’s or User’s use of the Site or Subscription Service whether in tort, contract, misrepresentation, restitution, under statute or otherwise howsoever caused.
10.2 Havn does not exclude liability for any loss or damage incurred due to:
(a) death or personal injury caused by our negligence or the negligence of our employees, agents or contractors;
(b) for fraud or fraudulent misrepresentation; or
(c) liability that cannot be excluded under applicable law.
10.3 Havn subscriptions are for domestic and private use. If, Havn Member uses the subscriptions for any commercial, business or resale purpose, Havn will have no liability to Havn Member as per clause 10.1(b).
10.4 Havn is not liable for claims regarding any failure or breach with respect to Items provided by third parties or Providers, via the Havn App.
10.5 Havn’s maximum aggregate liability arising out of or in connection with these Terms and Havn Member’s use of the Havn App and/or Subscription Service, whether in tort, contract, misrepresentation, restitution, under statute or otherwise, howsoever caused including by negligence and also including any liability arising from a breach of, or failure to perform or defect or delay in performance of any of Havn’s obligations under these Terms will be limited to the amount of the Order from which the claim from Havn Member arises.
10.6 Havn shall not be liable to Havn Members or Users for losses arising out of or in connection with: (a) matters for which a Provider bears the responsibility, (b) faults of third parties or through non-attributable interruption of availability of the Havn App; (c) Orders by Havn Members made using fraudulently obtained payment data or other contractual data (e.g. the “phishing” of credit card data, identity theft etc.); (d) content of sites to which the Havn App links, including the accuracy of the linked sites and the data protection at such sites; and (e) similar events as set out under (a) – (d).
10.7 The provisions of this clause 10 also apply in respect to product liability claims made by User.
10.8 Havn is exclusively arranging the contract between the Havn Member and the Provider and Havn has no responsibilities in respect of the Item or Subscription Services or fulfilment of the contract between the Provider and the Havn Member.
11.1 The Order constitutes an offer by the Havn Member to purchase the Item subject to these Terms. Receipt of the Item by Havn Member, or the commencement of supply of the services by the Provider shall constitute Havn’s and the Provider’s acceptance of this Agreement.
11.2 This Agreement shall prevail to the exclusion of any other terms and conditions on which any quotation has been given to the Havn Member or other variation and no variation of the Agreement shall be binding unless made in Writing between the Havn Member and the Provider.
11.3 These Terms shall apply on the later of the Commencement Date (if any) stated on the Purchase Order; and the commencement of supply of the Services and shall continue in full force and effect unless and until terminated in accordance with clause 9. In all communications with Havn or Provider, Havn Member will quote the Order Number.
11.4 All Orders are subject to acceptance, availability and the Provider’s ability to provide the Items on the Order within a reasonable timeframe. If the Items ordered are not available or the Order is rejected by the Partner, User will be notified on the Havn App.
11.5 Any Order placed by Havn Member will be treated as an offer to purchase the Item from Havn or a Provider and Provider has the right to reject such offers at any time. Havn Member acknowledges that any automated acknowledgment of their Order which Havn Member may receive from Havn shall not amount to acceptance of Havn Member’s offer to purchase Item or Services advertised on the Havn App. The conclusion of a contract will take place when (a) the Havn Member makes payment (b) the Items are collected by the Havn Member or the Services element of the Item has commenced, whichever is the sooner.
11.6 Havn will take all reasonable care, in so far as it is in its power to do so, to keep the details of the Havn Member Order and payment secure, but in the absence of negligence on Havn’s part, Havn is not liable for any loss suffered by the Havn Member if a third party procures unauthorised access to any Data provided by the Havn Member when accessing or ordering from the Havn App.
11.7 The Items sold on the Havn App are not for re-sale or distribution. Havn reserves the right to cancel orders and/or suspend accounts where Havn believes products are being ordered in breach of this provision.
11.8 The Havn App is solely for the promotion of Items in the United Kingdom. Havn and/or Providers do not accept orders from addresses outside the United Kingdom.
11.9 Havn and/or Provider are not responsible for delays outside of their control. If the supply of Items is delayed by an event outside the control of Havn and/or the Provider then Havn or the Provider will contact the Havn Member as soon as possible to let the Havn Member know and Havn (and/or the Provider, as applicable) will take steps to minimise the effect of the delay. Provided Havn and/or the Provider do this, neither Havn nor the Provider will be liable for delays caused by the event, but if there is a risk of substantial delay (as determined by Havn in its sole discretion) Havn Member may contact Havn to cancel the Order.
11.10 To use the Havn App, Havn Member must have internet access, a Havn App ready device and provide Havn with one or more Payment Methods.
11.11 If the Havn Member is in doubt about allergy warnings or Havn’s Food Allergen Policy, contents of a dish or any other menu information, the Havn Member shall confirm with the Provider (not Havn) directly before ordering. The Provider’s contact information will appear on the Havn App. The Havn Member may always cancel the Order if the cancelation is due to ingredients, allergens or other labelling related information regarding the Item.
11.12 Upon Collection (as defined below in clause 13), the Provider shall provide the Havn Member with information regarding list of ingredients, allergens and other labelling related information regarding the Item. Any perishable Item purchased via the Havn Platform shall be consumed immediately after Collection and/or as instructed by the product label or the Provider. Havn will not be liable for Havn Members’ adverse reactions from Item for any reasons, including if consumed inconsistently with the labelling or the information set out in these terms or given directly by the Provider.
11.13 Havn is not liable or responsible for any failure to perform or any delay in the performance of any obligations relating to the Items, including with respect to manufacturing, sale, purchase, storage, preparation, production, processing, marking, quality, ingredients, allergens or handling of the Items.
11.14 The Havn Member can find information about the Items and a description on the Havn App. This information is only instructive and for the purpose of giving the Havn Member the best prerequisites for evaluating selected Items before making the Order. There may be instances where the Havn App is not updated and where the actual product range, stocked items etc. is not as stated on the Havn App. In such cases, Havn has no liability. Havn Member agrees that It is the Provider that is responsible for providing information about the Items and to ensure that it is factually accurate and up-to-date. Havn does not undertake any such responsibility and, hence, has no liability for the contents of or availability of information regarding such Items.
12.1 Items ordered on the Havn App that are to be collected by the Havn Member must be collected by the Havn Member at the stated collection address (“Collection”). The Collection time will be advised to the Havn Member by the Provider via the Havn App. Havn bears no responsibility or liability to Havn Member if Provider fails to meet the Collection time or the Item or Service is not provided within a reasonable time thereafter. Havn Member acknowledges and agrees that such responsibility lies with the Provider and Havn Member will communicate directly with Provider in respect of any failure to meet a Collection time. Provider’s description and details about when and where the Item can be collected will appear on the Havn App and is stated in the Purchase Order as well. Havn Member acknowledges that if Havn Member arrives too late (as decided by Provider in its sole discretion), the Provider may be closed and/or the Item may be unavailable. Where the date of performance of the Services is not specified in the Order, the Provider shall give the Havn Member reasonable notice of the date thereof and shall not perform their duties under the Order until the Havn Member has confirmed that the date of performance is acceptable.
12.2 The Provider shall give the Havn Member in good time any instruction or information required to enable the Havn Member to collect the Item and/or in relation to Provider’s performance of the Services.
12.3 The Havn Member shall be entitled to reject any Item produced which are not in accordance with the Order and shall not be deemed to have accepted any Item until the Havn Member has had a reasonable time to inspect them following Collection or, if later, within a reasonable time after any latent defect in the Item has become apparent. In the event of any failure on the part of the Provider to supply Item or Services of the quality, in the quantity and to the time specified, the Havn Member shall be entitled to reject, and to require the Provider to replace, at no charge, any such Item.
12.4 The Purchase Order number must be quoted on all correspondence relating to the Order.
12.5 Upon Collection, the Havn Member shall show their Purchase Order number in the Havn app to the Provider’s employees. It is the Havn Member’s responsibility to ensure that the Purchase Order number and confirmation in the Havn app can be shown at Collection. The Havn Member is required to make sure that the Item and number of Items handed out correspond to the Havn Member’s Purchase Order.
12.6 With regard to Items that are food and beverages, when placing the Order, Havn Member may opt to consume the Items at the Provider’s Collection location as part of a dining service offered by Provider (‘Dine In Option’). The Dine In Option is subject to Provider offering a dining service at the Collection location, the Provider’s terms of service and the availability of seating at the Collection location. Provider may at any time in (its sole discretion) refuse the Dine In option to Havn Member. The Havn App does not enable Havn Member to book seating at the Collection location when exercising the Dine In Option and if Havn Member wishes to book such seating then they must arrange the booking directly with the Provider. Havn does not accept any responsibility and liability for such bookings made with Provider.
13.1 If a Havn Member submits a review on the Havn App, Havn Member grants Havn a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and licence to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content in any media relating to reviews.
13.2 Havn Member grants Havn and its sub-licensees the right to use the name that they submit in connection with such content if they choose.
13.3 Havn Member agrees to waive their right to be identified as the author of such content and the Havn Member’s right to object to derogatory treatment of such content.
13.4 Havn Member agrees to perform all further acts necessary to perfect any of the above rights granted by Havn Member to Havn, including the execution of deeds and documents, at the request of Havn.
13.5 Havn Member represents and warrants that:
- they own or otherwise control all of the rights to the content that Havn Member posts;
- as at the date that the content or material is submitted to Havn, the content and material is accurate;
- use of the content and material Havn Member supplies does not breach any applicable Havn guidelines; and
- the content will not cause injury to any person or entity (including that the content or material is not defamatory).
13.6 Havn Member agrees to indemnify Havn for all claims brought by a third party against Havn arising out of or in connection with a breach of any of these warranties.
13.7 When posting a review, Havn Member or User must comply with the following criteria: (a) they should have firsthand experience with the person/entity being reviewed; (b) the reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (c) the reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (d) the reviews should not contain references to illegal activity; (e) they should not be affiliated with competitors if posting negative reviews; (f) they should not make any conclusions as to the legality of conduct; (g) they may not post any false or misleading statements; and (h) they may not organise a campaign encouraging others to post reviews, whether positive or negative.
13.8 Havn may accept, reject, or remove reviews in its sole discretion. Havn has absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by Havn, and do not necessarily represent Havn’s opinions or the views of any of Havn affiliates or partners.
13.9 Havn does not assume liability for any review or for any claims, liabilities, or losses resulting from any review.
- FORCE MAJEURE
14.1 Havn or the Provider shall not be liable for any failure or delay in supplying the Goods or Services or in receiving or making use of the Goods or Services due wholly or partially to any event beyond the reasonable control of the parties (“Force Majeure Event”) including without limitation, acts of God, war, acts of terrorism, pandemics, epidemics, government acts, riot, civil commotion, malicious damage, lightning, fire, flood or storm. For the avoidance of doubt strikes, industrial action, third party insolvency and/or failure shall not be considered a Force Majeure Event.
14.2 If either party is prevented, hindered or delayed from or in performing any of its obligations under these Terms or Order by reason of a Force Majeure Event, it shall within 1 day give written notice to the other party declaring the extent of the Force Majeure Event, the date of its commencement and the effects of the Force Majeure Event on its ability to perform its obligations under these Terms or Order and if mutually agreed by the parties then the obligations of the party so affected shall thereupon be suspended for so long as the circumstances may continue.
14.3 A party affected by a Force Majeure Event is to use every reasonable effort to minimise the effects thereof and shall resume performance as soon as possible after the removal of such Force Majeure Event. If the period of non-performance exceeds fourteen (14) days from the receipt of the notice of the Force Majeure Event, the party whose performance has not been so affected may, by giving written notice, terminate the agreement forthwith.
- PERSONAL INFORMATION AND DATA (“Data”)
15.2 User acknowledges and agrees that the Havn App is connected to certain platforms or software applications (“Apps”) such as for the processing of payments for Items or subscriptions. These connected platforms and Apps may take certain actions on behalf of User and access User Data available through the User account or from forms completed by User or by User’s use of the Havn App.
15.3 User authorises Havn to share User Data with any platform or App that connects with User’s Account on the Site. User understands that at any point User may disallow any such sharing by deleting the User Account on the Site.
15.4 User waives the right to bring any claims against Havn for losses they incur that arise from any actions or use of User Data by any platform or App connected to User’s Havn Account.
15.5 User is solely responsible for the security of any User Data on a device in User’s possession, control or User is otherwise authorised to access or handle that connects to the Havn App.
15.7 Havn will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data stored in our servers from unauthorised access, accidental loss, modification or breach.
15.8 Havn will maintain certain Data that User transmits to the Site, as well as data relating to User’s use of the Site for the purpose of managing the Site, including for analytical purposes, testing purposes and monitoring purposes. Although Havn performs regular routine backups of data, User is solely responsible for all Data that User transmits or that relates to any activity User has undertaken using the Site.
15.9 User agrees that Havn shall have no liability to User for any loss or corruption of any such Data, and User waives any right of action against Havn arising from any such loss or corruption of such data.
- ASSIGNMENT AND CONTRACTING
16.1 Havn Member shall not assign, sub-contract or transfer or purport to assign, sub-contract or transfer any of its rights or obligations under this Agreement without the prior written consent of Havn.
16.2 Havn may assign, sub-contract or transfer or purport to assign, sub-contract or transfer any of its rights or obligations under this Agreement.
- MODERN SLAVERY AND HUMAN TRAFFICKING
17.1 In performing its obligations under the Agreement, Havn shall and shall ensure that each of the Providers shall: (a) comply with all applicable laws, statutes, regulations in force from time to time including but not limited to the Modern Slavery Act 2015; and (b) take reasonable steps to ensure that there is no modern slavery or human trafficking in the Providers or subcontractors supply chains or in any part of their business.
17.2 Havn represents and warrants that neither Havn nor any of its officers, employees or other persons associated with it: (a) has been convicted of any offence involving slavery and human trafficking; and (b) having made reasonable enquiries, to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.
- RIGHT OF COMPLAINT
18.1 In case of a complaint concerning the Items supplied by a Provider, the Havn Member shall address the complaint to the customer service of Havn before considering any other action. Havn will handle all claims as Havn deems correct and any decision by Havn regarding such Items is entirely up to Havn.
18.2 In the event that the intervention of Havn is not to the satisfaction of the Havn Member, these Terms do not limit the means available to the Havn Member to resolve the dispute it has with the Provider under statutory law. The Items are covered by statutory consumer protection legislation and other statutory legislation regarding purchase of Item and provisions set out herein regarding defects and delays.
18.3 All complaints are handled exclusively by Havn and the Havn Member shall direct complaints against Havn and not the Provider.
18.4 The Havn Member shall verify the content of the Items upon receipt.
18.5 In case of a complaint, the Havn Member shall contact Havn at email@example.com and provide the requested information and information about the Items and why the Havn Member is unsatisfied. After receiving the complaint, Havn will process the complaint in cooperation with the Provider if relevant and the Havn Member will receive a reply from Havn within 10 business days.
18.6 In case the Havn Member is not satisfied with Havn’s reply, the Havn Member may submit a complaint to the relevant consumer protection authority.
- INTELLECTUAL PROPERTY RIGHTS
19.1 Unless otherwise indicated, the Site is Havn proprietary property, and intellectual property (including but not limited to all copyright, patents, get-up, designs, trade secrets, database rights, computer code, software architecture, functionality, algorithms, files, information, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright, trademark laws and various other intellectual property rights, and unfair competition laws, of the United Kingdom, foreign jurisdictions, and international conventions.
19.3 Provided that a User is eligible to use the Site, they are granted a limited licence to access and use the Site and to download or print a copy of any portion of the Content to which User has properly gained access solely for User’s personal, non-commercial use. Havn (and/or our licensors) reserve all rights not expressly granted to User in and to the Site, the Content and the Marks.
- USER REPRESENTATIONS
20.1 By using the Site, User represents and warrants that: (a) all registration information submitted by User will be true, accurate, current, and complete; (b) User will maintain the accuracy of such information and promptly update such registration information as necessary; (c) User has the legal capacity to enter into and agrees to comply with these Terms; (d) User is not under the age of 18; (e) User is not a minor in the jurisdiction in which they reside, or if a minor, User has received parental permission to use the Site; (f) User will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (g) User will not use the Site for any illegal or unauthorised purpose; and (h) User’s use of the Site will not violate any applicable law or regulation.
20.2 If User provides any information that is untrue, inaccurate, not current, or incomplete, Havn has the right to suspend or terminate User/Havn Member account and refuse any and all current or future use of the Site (or any portion thereof).
- USER REGISTRATION
21.1 Users may be required to register with the Site. User agrees to keep their password confidential and will be responsible for all uses of the User account and password. Havn reserves the right to remove, reclaim, or change a username User selects if Havn determines, in its sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
- PROHIBITED ACTIVITIES
- USER GENERATED CONTRIBUTIONS
23.1 The Site may invite Users to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide User with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to Havn or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”).
23.2 Contributions may be viewable by other Users of the Site and through third-party websites. As such, any Contributions Users transmit may be treated as non-confidential and non-proprietary. When User creates or makes available any Contributions, User represents and warrants that: (a) the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of User Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party; (b) User is the creator and owner of or have the necessary licences, rights, consents, releases, and permissions to use and to authorise Havn, the Site, and other Users of the Site to use User Contributions in any manner contemplated by the Site and these Terms; (c) User has the written consent, release, and/or permission of each and every identifiable individual person in User Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of User Contributions in any manner contemplated by the Site and these Terms; (d) User Contributions are not false, inaccurate, or misleading; (e) User Contributions are not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation; (f) User Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by Havn); (g) User Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone; (h) User Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another; (i) User Contributions do not violate any applicable law, regulation, or rule; (j) User Contributions do not violate the privacy or publicity rights of any third party; (k) User Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner; (l) User Contributions do not violate any local, national or international law concerning child pornography, or otherwise intended to protect the health or well-being of minors; (m) User Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap; and (n) User Contributions do not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation.
23.3 Any use of the Site in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of User rights to use the Site.
- CONTRIBUTION LICENCE
24.1 By posting User Contributions to any part of the Site or making Contributions accessible to the Site by linking User account from the Site to any of Users’ social networking accounts, User automatically grants, and User represents and warrants that User has the right to grant, to Havn an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, User image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorise sublicences of the foregoing. The use and distribution may occur in any media formats and through any media channels.
24.2 This licence will apply to any form, media, or technology now known or hereafter developed, and includes Havn’s use of User name and any of the trademarks, service marks, trade names, logos, and personal and commercial images User provides. User waives all moral rights in User Contributions, and User warrants that moral rights have not otherwise been asserted in User Contributions.
24.3 Havn does not assert any ownership over User Contributions. User retains full ownership of all of User Contributions and any intellectual property rights or other proprietary rights associated with User Contributions. Havn is not liable for any statements or representations in User Contributions provided by User in any area on the Site. User is solely responsible for User Contributions to the Site and User expressly agrees to exonerate Havn from any and all responsibility and to refrain from any legal action against Havn regarding User Contributions.
24.4 Havn has the right, in its sole and absolute discretion to: (a) to edit, redact, or otherwise change any Contributions; (b) re-categorise any Contributions to place them in more appropriate locations on the Site; and (c) pre-screen or delete any Contributions at any time and for any reason, without notice. Havn has no obligation to monitor User Contributions.
- MOBILE APPLICATION LICENCE
25.1 If User accesses the Site via a mobile application, then Havn grants User a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by User, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application licence contained in these Terms.
25.2 User shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (b) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (c) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (d) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (e) use the application for any revenue generating endeavour, commercial enterprise, or other purpose for which it is not designed or intended; (f) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (g) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (h) use the application to send automated queries to any website or to send any unsolicited commercial email; nor (i) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.
Apple and Android Devices
25.3 The following terms apply when User uses a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site: (a) the licence granted to User for the Havn mobile application is limited to a non-transferable licence to use the application on a device that utilises the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (b) Havn is responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application licence contained in these Terms or as otherwise required under applicable law, and User acknowledges that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (c) in the event of any failure of the mobile application to conform to any applicable warranty, User may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (d) User must comply with applicable third-party terms of agreement when using the mobile application, e.g., if User has a VoIP application, then User must not be in violation of their wireless data service agreement when using the mobile application; and (e) User acknowledges and agrees that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application licence contained in these Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms in this mobile application licence contained in these Terms against User as a third-party beneficiary thereof.
- SOCIAL MEDIA
26.1 As part of the functionality of the Site, User may link their account with online accounts User has with third-party service providers (each such account, a “Third-Party Account”) by either: (a) providing User Third-Party Account login information through the Site; or (b) allowing Havn to access User’s Third-Party Account, as is permitted under the applicable terms and conditions that govern User’s use of each Third-Party Account.
26.2 User represent and warrants that User is entitled to disclose User Third-Party Account login information to Havn and/or grant Havn access to User Third-Party Account, without breach by User of any of the terms and conditions that govern the use of the applicable Third-Party Account, and without obligating Havn to pay any fees or making Havn subject to any usage limitations imposed by the third-party service provider of the Third-Party Account.
26.3 By granting Havn access to any Third-Party Accounts, User understands, agrees and consents that Havn may: (a) access, make available, and store (if applicable) any content that User has provided to and stored in User Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via User’s account, including without limitation any friend lists; and (b) submit to and receive from User Third-Party Account additional information to the extent User is notified when User links their account with the Third-Party Account.
26.4 Depending on the Third-Party Accounts User chooses and subject to the privacy settings that User has set in such Third-Party Accounts, personally data that User posts to their Third-Party Accounts may be available on and through User’s account on the Site.
26.5 If a Third-Party Account or associated service becomes unavailable or Havn’s access to such Third-Party Account is terminated by the third-party service provider then Social Network Content may no longer be available on and through the Site. User will have the ability to disable the connection between User’s account on the Site and User Third-Party Accounts at any time.
26.6 PLEASE NOTE THAT USER’S RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH USER THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY USER’S AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
26.7 Havn makes no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Havn is not responsible for any Social Network Content.
26.8 User can deactivate the connection between the Site and User’s Third-Party Account by contacting us using the contact information herein or through User’s account settings (if applicable). Havn will attempt to delete any information stored on its servers that was obtained through such Third-Party Account.
27.1 User acknowledges and agrees that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by User to Havn are non-confidential and shall become Havn’s sole property. Havn shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to User.
27.2 User waives all moral rights to any such Submissions, and User warrants that any such Submissions are original with User or that User has the right to submit such Submissions. User agrees there shall be no recourse against Havn for any alleged or actual infringement or misappropriation of any proprietary right in User Submissions.
- THIRD-PARTY WEBSITES AND CONTENT
28.1 The Site may contain (or User may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”).
28.2 Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by Havn, and Havn is not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.
28.3 Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by Havn. If, User decides to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, User does so at their own risk, and User should be aware these Terms no longer govern.
28.4 User should review the applicable terms and policies, including privacy and data gathering practices, of any website to which User navigates from the Site or relating to any applications User uses or installs from the Site. Any purchases User makes through Third-Party Websites will be through other websites and from other companies, and Havn takes no responsibility whatsoever in relation to such purchases which are exclusively between User and the applicable third party.
28.5 User agrees and acknowledges that Havn does not endorse the products or services offered on Third-Party Websites and User shall hold Havn harmless from any harm caused by User’s purchase of such products or services. Additionally, User shall hold Havn harmless from any losses sustained by User or harm caused to User relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
29.1 Havn may allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If User is an advertiser, User shall take full responsibility for any advertisements User places on the Site and any services provided on the Site or products sold through those advertisements.
29.2 As an advertiser, User warrants and represents that User possesses all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights.
- SITE MANAGEMENT
30.1 Havn reserves the right, but not the obligation, to: (a) monitor the Site for violations of these Terms; (b) take appropriate legal action against anyone who, in Havn’s sole discretion, violates the law or these Terms, including without limitation, reporting such User to law enforcement authorities; (c) in Havn’s sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any User Contributions or any portion thereof; (d) in Havn’s sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to Havn systems; and (e) otherwise manage the Site in a manner designed to protect Havn’s rights and property and to facilitate the proper functioning of the Site.
31.2 Havn does not knowingly accept, request, or solicit information from, nor knowingly market to anyone under the age of 18. If Havn receives actual knowledge that anyone under the age of 18 has provided personal information to it, Havn will delete that information from the Site as quickly as is reasonably practical.
- MODIFICATIONS AND INTERRUPTIONS
32.1 Havn reserves the right to change, modify, or remove the contents of the Site at any time or for any reason at its sole discretion without notice. Havn has no obligation to update any information on the Site. Havn also reserves the right to modify or discontinue all or part of the Site without notice at any time.
32.2 Havn will not be liable to User or any third party for any modification, price change, suspension, or discontinuance of the Site.
32.3 Havn cannot guarantee the Site will be available at all times. Havn may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.
32.4 Havn reserves the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to User. User agrees that Havn has no liability whatsoever for any loss, damage, or inconvenience caused by User’s inability to access or use the Site during any downtime or discontinuance of the Site.
32.5 Nothing in these Terms will be construed to obligate Havn to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
33.1 There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, pricing, availability, and various other information. Havn reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
34.1 THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. USER AGREES THAT THEIR USE OF THE SITE AND HAVN SERVICES WILL BE AT USER’S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, HAVN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND USER’S USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HAVN MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND HAVN WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USER’S ACCESS TO AND USE OF THE SITE; (C) ANY UNAUTHORISED ACCESS TO OR USE OF HAVN’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL DATA AND/OR FINANCIAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. HAVN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND HAVN WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
34.2 AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, USER SHOULD USE THEIR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
34.3 HAVN DISCLAIMS ALL LIABILITIES IN CONNECTION WITH THE FOLLOWING: INCOMPATIBILITY OF THE SITE WITH ANY OF USER’S EQUIPMENT, SOFTWARE OR TELECOMMUNICATIONS LINKS; TECHNICAL PROBLEMS INCLUDING ERRORS OR INTERRUPTIONS OF THE SITE; UNSUITABILITY, UNRELIABILITY OR INACCURACY OF THE SITE; AND FAILURE OF THE SITE TO MEET YOUR REQUIREMENTS.
35.1 User agrees to defend, indemnify, and hold Havn harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) User Contributions; (b) use of the Site; (c) breach of these Terms; (d) any breach of User representations and warranties set forth in these Terms; (e) your violation of the rights of a third party, including but not limited to intellectual property rights; and/or (f) any overt harmful act toward any other user of the Site with whom User connected via the Site.
35.2 Notwithstanding the foregoing, Havn reserves the right, at User’s expense, to assume the exclusive defence and control of any matter for which User is required to indemnify Havn, and User agrees to cooperate, at User’s expense, with Havn’s defence of such claims. Havn will use reasonable efforts to notify User of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
- ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
36.1 Visiting the Site, sending Havn emails, and completing online forms constitute electronic communications. User consents to receiving electronic communications, and User agrees that all agreements, notices, disclosures, and other communications Havn provides to User electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.
36.2 USER AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY HAVN OR VIA THE SITE.
36.3 User waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
37.1 No waiver by the User of any breach of the Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision.
37.2 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected thereby.
37.3 Any notice required or permitted to be given by either party to the other shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
37.4 Notwithstanding the fact that the Provider may have or have had business dealings with the Havn Member, the Havn Member’s name shall not be used by the Provider for the purpose of advertisement or publicity without the prior written consent of the Havn Member.
37.5 This Agreement shall be governed by English law. The parties to this Agreement submit to the exclusive jurisdiction of the English Courts.
37.6 This Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersedes all prior understandings and agreements, whether oral or written, relating to such subject matter herein.
37.7 Nothing in this Agreement will be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as otherwise expressly set forth herein), and no party will have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, executed by an authorised representative of the other party. Each party will be solely responsible for its employees and contractors used in connection with such party’s performance obligations under these Terms.