In these terms & conditions:
• PART A sets out the terms that apply to your use of the NutriCentre site;
• PART B sets out the terms that apply to your purchases of products using the NutriCentre site;
• PART C sets out the terms that apply both to your use of the NutriCentre site and your purchase of products using the NutriCentre site;
• PART D sets out the terms that apply specifically to your use of the NutriCentre site as a practitioner or Student Practitioner, and sets out your obligations under these terms.
PART A: YOUR USE OF THE NUTRI CENTRE SITE
1 BASIS OF USE OF THE NUTRI CENTRE SITE
1.2 These terms & conditions govern your use of the NutriCentre site in general, the products that you purchase on the NutriCentre site and all services provided in connection with them.
1.3 These terms & conditions do not affect your statutory rights.
2.1 To register on the NutriCentre site you must be over eighteen years of age.
2.2 You must ensure that the details provided by you on registration or at any other time are correct and complete.
3 PASSWORD AND SECURITY
3.1 When you register to use the NutriCentre site you will be asked to create a password. You should keep this password confidential and not disclose itor share it with anyone. You will be responsible for all activities and orders that occur or are submitted under your password. If you know or suspect that someone elseknows your password you should notify us by contacting customer services immediately (see paragraph 24 below for contact details).
3.2 If the NutriCentre has reason to believe that there is likely to be a breach of security or misuse of the NutriCentre site, we may require you to change your password or we may suspend your account in accordance with paragraph 21 below.
4 TESCO CLUBCARD
Clubcard points are earned on purchases made on Nutricentre.com but not the NutriCentre site generally and any clubcard points are not able to be used to purchase or contribute towards the purchase of any products from the NutriCentre site.
5 INTELLECTUAL PROPERTY
5.1 The content of the NutriCentre site is protected by copyright, trademarks, database and other intellectual property rights. You may retrieve anddisplay the content of the NutriCentre site on a computer screen, store such content in electronic form on disk (but not any server or other storage device connected to a network) orprint one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwisereproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the NutriCentre site without written permission from Nutri Centre.
5.2 No licence is granted to you in these terms & conditions to use any trademark of Nutri Centre or its affiliated companies.
6.1 You may not use the NutriCentre site for any of the purposes set out below (this includes any use by you of the Community sites - see paragraph 7below for further information about the Community sites):
(a) disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material;
(b) transmitting material that encourages conduct that constitutes a criminal offence, results in civil liability or otherwise breaches anyrelevant laws, regulations or code of practice;
(c) gaining unauthorised access to other computer systems;
(d) interfering with any other person’s use or enjoyment of the NutriCentre site;
(e) interfering or disrupting networks or web sites connected to the NutriCentre site;
(f) making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner;
(g) transmitting material containing any form of advertising or promotion for goods and services, junk mail, chain letters or “spam”;
(h) impersonating another person;
(i) referring to specific website addresses outside of the NutriCentre site; or
6.2 The NutriCentre reserves the right to refuse to post material on the NutriCentre site or to remove material already posted on the NutriCentre site. You mustnot try to re-post material which Nutri Centre has refused to post on the NutriCentre site or has previously removed from the NutriCentre site.
6.3 You will be responsible for all losses, costs and expenses reasonably incurred by us, all damages awarded against us by a court and all sums paid by us asa result of any settlement agreed by us arising out or in connection with:
(a) any claim by any third party that the use of the NutriCentre site by you is defamatory, offensive or abusive, or of an obscene orpornographic nature, or is illegal or is in breach of any applicable law, regulation or code of practice; and
(b) any claim by any third party that the use of the NutriCentre site by you infringes that third party’s copyright or other intellectual propertyrights of whatever nature.
6.4 By submitting material you are granting Nutri Centre a perpetual, royalty-free, non-exclusive licence to reproduce, modify, translate, make available, distributeand sublicense the material in whole or in part and in any form.
7 USE OF COMMUNITY SITES
7.1 The NutriCentre site includes a number of community sites which may allow users to interact with each other via message boards, and other user forums (the“Community sites”). Full details about your use of the Community sites can be found on the Community sites’ terms and conditions page.
7.2 We advise you not to post or in any way reveal any of your personal details on the Community sites (for example, your address, telephone number oremail).
7.3 The NutriCentre does not control or moderate the content placed on the Community sites (although blog posts must be approved by Nutri Centre).However, the NutriCentre reserves the right to refuse to post material, to remove material posted on the Community sites and to contact you in the event that there are concernsabout the content you have added to a Community site. the NutriCentre may review or edit the content of the Community sites. Therefore, if you have concerns aboutany of the content of the Community sites you should contact us by selecting the “report as inappropriate” button. The relevant content may be removed from the Communitysites. If we believe that any material placed on the Community sites by you is unlawful we may contact the relevant authority.
7.4 The NutriCentre makes no representations as to the validity of any opinion, advice, information or statement displayed on the message boards by thirdparties. You are solely responsible for the content of your messages posted on the message boards and the views expressed by individuals do not represent the views of TheNutri Centre.
8 THIRD PARTY WEBSITES
As a convenience to the NutriCentre customers, the NutriCentre site may include links to other websites or material. the NutriCentre is not responsible for any of thesewebsites or material which is beyond its control.
9 ADVERTISING AND SPONSORSHIP
Part of the NutriCentre site may contain advertising and sponsorship. Third party advertisers and sponsors are responsible for ensuring that material submitted for inclusionon the NutriCentre site complies with relevant laws and codes. We will not be responsible for any error or inaccuracy in advertising and sponsorship material provided by thirdparties.
10 AVAILABILITY OF THE NUTRI CENTRE SITE
10.1 Although the NutriCentre aims to offer you the best service possible, the NutriCentre cannot guarantee that the service will be fault free. If a faultoccurs in the service you should report it to the customer services (see paragraph 24 below for contact details) or by email at webenquiries@NutriCentre.com
and we will attempt to correct the fault as soon as we reasonably can.
10.2 Your access to the NutriCentre site may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services.We will attempt to restore the service as soon as we reasonably can.
PART B: PURCHASING PRODUCTS FROM THE NUTRI CENTRE SITE
11 PURCHASE TERMS
The terms in this Part B apply to any purchases that you make on the NutriCentre site.
12 DESCRIPTIONS AND PRICES OF PRODUCTS
12.1 We have taken care to describe and show products as accurately as possible. Despite this, products may vary from their descriptions. If thereis anything which you do not understand, or if you wish to obtain further information, please contact customer services (see paragraph 24 below for contact details).
12.2 If there is a difference between the price for a product in the NutriCentre catalogue and the NutriCentre site, you will be charged the price on the NutriCentre site. The price offered in respect of a product on the NutriCentre site may differ from the price offered at the same time in Nutri Centre stores. We are under noobligation to honour any in-store price or promotion in the event that it differs from those on the NutriCentre site or in the NutriCentre catalogue.
12.3 If, by mistake, we have under priced a product, we will not be liable to supply that product to you at the stated price, provided that we notify you before wedespatch the product to you. In those circumstances, we will notify the correct price to you so you can decide whether or not you wish to order the product at that price. Ifyou decide not to order the product, we will give you a full refund on any amount already paid for that product in accordance with our refund policy in paragraph 18 below.
12.4 All prices are expressed inclusive of any VAT payable unless otherwise stated.
12.5 The price of a product does not include the delivery charge, which will depend on the delivery method you choose and will be added during checkout. Seeparagraph 15 below.
13.1 All products advertised are subject to availability and while stocks last.
13.2 We try to ensure that we always stock the full product range and will let you know if the product is out of stock. If for any reason beyond ourreasonable control we are unable to supply a particular product, we will not be liable to you except to ensure that you are not charged or are refunded for that product.
13.3 In the interests of all our customers, we may place restrictions on bulk buying of some products.
14 ACCEPTANCE OF ORDERS
14.1 Your order is an offer to buy from us.
14.2 Nothing that we do or say will amount to any acceptance of your offer unless we send you an email notifying you that we have despatched a product.At this point a contract will be made between us for you to buy and us to sell the products that you have ordered from us. Where products are despatched or made available tocollect in store separately, our acceptance of the order in respect of each product takes place when we notify you by email of such despatch.
14.3 After the time the contract is made, you cannot amend your order (but please see your right to cancel an order in paragraph 16 below).
14.4 At any point up until the contract is made, we may decline to supply a product to you. If we decline to supply a product to you and you have alreadypaid for it, we will give you a full refund of any amount already paid for that product in accordance with our refund policy in paragraph 8 below.
14.5 Promotional codes and vouchers entitle the customer to a discount in a single transaction online. The promotional code must be registered at the time of purchase, by entering the code at checkout. The promotional code can only be used one for one online order and one use per household. The promotional code cannot be exchanged for cash and cannot be used in conjunction with any other offer or promotional code.
15.1 Delivery will be made to the address specified when you complete the order.
15.2 We use a variety of delivery methods, depending on the size of the product you order and the speed with which you wish to receive it. For moreinformation on delivery arrangements, times and prices see our delivery policy.
15.3 Whilst we make considerable effort to deliver all your products within 30 days of the date of your order, we shall not be liable if we fail to do so in part or infull due to circumstances beyond our control. We shall contact you to let you know if we are having any problems getting a product to you within that time.
16 CANCELLING YOUR ORDER IF YOU CHANGE YOUR MIND
16.1 We hope that you will be happy with your purchase but, if you change your mind, in most cases you may cancel your order up to 14 days following the receiptof a product.
16.2 Your right to cancel does not apply to certain products. However, you will still be able to return them if they are faulty (see paragraph 17below).
16.3 For details of how to cancel your order, please visit our returns and refunds
16.4 If you have already received your order and wish to cancel it, please visit our returns and refunds
for details of how to returnyour product.
17 FAULTY PRODUCTS
If your products arrive damaged or they are faulty, you may return them and obtain a refund or replacement product. Please visit our returns and refundsfor details of how to return them and details of our replacement and refund policy.
18.1 If you are entitled to a refund, we will refund you as follows:
(a) if you paid by payment card, we will refund you on the payment card;
(b) if you paid by gift card/moneycard, we will refund you on your payment card or send you a cheque; and
(c) if you paid by Clubcard voucher we will refund you on your payment card or send you a cheque or give you the equivalent in Clubcardpoints.
18.2 Refunds for products purchased under a promotional offer will be based on the terms of the promotional price. Your statutory rights are notaffected.
18.3 In the event of a refund, all Clubcard points received for the purchase of a refunded product will be removed from your Clubcard account.
18.4 We will refund the delivery charge in full if you return all products of your order at the same time. If you choose to keep some of the products, we willretain the balance of the delivery charge that applies to the products you keep.
19 PAYMENTS AND CARDS
19.1 Payment for your products will be taken at the time your place your order, once we have checked your card details and stock availability. If there is aproblem taking payment for all or part of your order we will contact you by email (or by telephone if you have not given us an email address).
19.2 Your credit/debit card details will be encrypted by the NutriCentre site to minimise the possibility of unauthorised access or disclosure.
19.3 When ordering from the NutriCentre site we accept orders only from web browsers that permit communication through Secure Socket Lawyer (SSL)technology, for example a 7.0 version or higher of Internet Explorer, version 3.5 or higher of Firefox, Chrome version 10 or higher and Safari version 5 of higher. This means that youcannot inadvertently place an order through an unsecured connection.
PART C: YOUR USE OF THE NUTRI CENTRE SITE AND PURCHASING PRODUCTS FROM THE NUTRI CENTRE SITE
We may update these terms & conditions from time to time. If you do not wish to accept the new terms & conditions you should not continue to use the NutriCentresite (including purchasing any products on the NutriCentre site). If you continue to use the NutriCentre site after the date on which the change comes into effect, your use ofthe NutriCentre site indicates your agreement to be bound by the new terms & conditions.
21 RIGHT TO SUSPEND OR CLOSE YOUR ACCOUNT
21.1 We may suspend or close your account immediately at our reasonable discretion or if you breach any of your obligations under these terms &conditions. You will not be able to order products on the NutriCentre site if your account is suspended or closed.
21.2 The suspension or closure of your account and your right to use the NutriCentre site shall not affect either party’s existing rights or liabilities.
22 OUR RESPONSIBILITY TO YOU
22.1 the NutriCentre site is provided by Nutri Centre without any warranties or guarantees. You will bear the risks associated with the use of theinternet.
22.2 the NutriCentre site provides content from other internet sites or resources and while Nutri Centre tries to ensure that material included on the NutriCentresite is correct, reputable and of high quality, it cannot accept responsibility if this is not the case. Nutri Centre will not be responsible for any errors or omissions or for the resultsobtained from the use of such information or for any technical problems you may experience with the NutriCentre site. If Nutri Centre is informed of any inaccuracies in thematerial on the NutriCentre site we will attempt to correct the inaccuracies as soon as we reasonably can.
22.3 In particular, we disclaim all liabilities in connection with the following:
(a) incompatibility of the NutriCentre site with any of your equipment, software or telecommunications links; and
(b) technical problems including errors or interruptions of the NutriCentre site.
22.4 If we are in breach of these terms & conditions, we will only be responsible for any losses that you suffer as a result to the extent that they are aforeseeable consequence to both of us at the time you order the relevant product or the time you otherwise use the NutriCentre site.
22.5 Because we sell products for personal use only our responsibility to you shall not include any business losses such as lost data, lost profits, lost sales orbusiness interruption.
22.6 This paragraph 22 does not limit or affect our responsibility to you if something we do negligently causes death or personal injury.
23.1 You may not transfer any of your rights under these terms & conditions to any other person. We may transfer our rights under these terms &conditions to another business where we reasonably believe your rights will not be affected.
23.2 If you breach these terms & conditions and we choose to ignore this, we will still be entitled to use our rights and remedies at a later date or in anyother situation where you breach these terms & conditions.
23.3 Neither party shall not be responsible for any breach of these terms & conditions caused by circumstances beyond that party’s control.
23.5 These terms & conditions are subject to the laws of England and Wales. We will try to solve any disagreements quickly and efficiently. Ifyou are not happy with the way we deal with any disagreement and you want to take court proceedings, you must do so in England, Scotland, Wales or Northern Ireland.
24 CUSTOMER SERVICES
If you have any queries, please contact us online or via telephone on: 0345 2222 828
The NutriCentre site is owned and operated by Nutri Centres Limited , trading under various names including Nutri Centre, a company registered in England whose registered officeis at Unit 3, Kendal Court, Kendal Avenue, London W3 0RU Company Registration No. 2602894 VAT No. 220 4302 31. Last updated June 2012
PART D: YOUR USE OF THE NUTRICENTRE SITE AS A PRACTITIONER OR STUDENT PRACTITIONER.
27. PRACTITIONER & STUDENT PRACTITIONER ACCOUNT
27.1 We offer certain registered practitioners and Student Practitioners access to special discounts and offers, and the chance to receive commission on purchases made by customers who they refer to us. In order to access these benefits, you must apply for a Practitioner Account, and be approved by us.
27.2 In order to apply for a Practitioner Account, you must submit evidence of your qualifications, which we may check before deciding whether to approve your application.
27.3 In order to apply for a Student Practitioner Account, you must submit evidence of your study, which we may check before deciding whether to approve your application.
27.4 Once you have submitted your application for a Practitioner or Student Practitioner Account, we will attempt to consider it within a reasonable period (as an indication, the time between application and approval is normally [48 hours], however we are not obliged to open or consider all applications. Any applications we review will be approved or rejected at our absolute discretion, and no reasons will be given for approvals or rejections.
27.5 Once we have reviewed your application, we will inform you if your Practitioner or Student Practitioner Account has been approved by contacting you at the email address you give us when applying for the Account.
27.6 Once we have approved and set up your Practitioner Account, we will confirm your Practitioner affiliate ID. This will be unique to you, and will allow your clients to let us know that you have referred them to the Site. You must only share your Practitioner affiliate ID with the clients of your business as a practitioner. You must not make your Practitioner affiliate ID public, or allow your clients to disseminate it to anyone who is not a client of your business. If we find, or have reason to believe or suspect, that your Practitioner affiliate ID has been made public, we may suspend or close your account, and claw back any commission paid in accordance with clause 31.
27.7 Practitioner and Student Practitioner Accounts are subject to all the same terms, restrictions and limitations as standard accounts, except where those terms conflict with this Part D.
27.8 We retain the right to suspend or close your Practitioner Account in accordance with 21.1 of these terms and conditions. If we suspend or close your account, you will not be entitled to any commission which you would normally have earned. Additionally, if we suspend or close your account, we will not be liable to pay you commission in relation to purchases made before we suspended or closed your account, and we may claw back commission that has been paid in accordance with clause 31.
27.9 The Practitioner Account is only available to active practitioners. If you cease to operate your business as a practitioner outside of the Site, you must inform us. If you do not tell us, and we pay you commission in respect of purchases made by your clients who are registered as your Referred Clients, we may claw back that commission in accordance with clause 31.
27.10 In order to register your Practitioner Account, you must provide us with details of your UK bank account, so that we can make commission payments to you.NutriCentre use only details provided during the sign up process and take no responsibility in ensuring bank details are correct. . If your bank details are wrong or change, you must give us two weeks’ notice before we are due to make your next commission payment.
28. PRACTITIONER AND STUDENT PRACTITIONER ACCOUNT DISCOUNT
28.1 We offer a discount on all purchases made through your Practitioner Account (the “Practitioner Plus” Account Discount). The Practitioner Account Discount is currently off the www.nutricentre.com list price and is [30% off the vitamins, minerals and food supplements, 20% off books and 10% off sports nutrition ]. The Practitioner Account Discount does not include promotion and is offered at our discretion, and we may change or remove it at any time, without informing you.
28.2 We offer a discount on all purchases made through your Student Practitioner Account (the “Student Practitioner Plus” Account Discount). The Student Practitioner Account Discount is currently off the www.nutricentre.com list price and is [20% off the vitamins, minerals and food supplements, 20% off books and 10% off sports nutrition ]. The Student Practitioner Account Discount does not include promotion and is offered at our discretion, and we may change or remove it at any time, without informing you.
28.3 The Practitioner and Student Practitioner Account Discount is only available on orders you make through your approved Practitioner Account. We will not reimburse you for purchases you make using any other account, or apply the discount to purchases you make in the past.
28.4 You must not allow anyone else to access your Practitioner Account in order to give them the benefit of the Practitioner Account Discount, or for any other reason.
28.5 Practitioner and Student discounts in stores are down to managers discretion.
29. REFERRED CLIENTS
29.1 You may share your Practitioner Affiliate ID with clients of your business as a Practitioner.
29.2 When you give a client of your business your Practitioner Affiliate ID/Link, and they register a new standard account with us via your affiliate link, they will then be registered with us as a client of yours “a Referred Client”.
29.3 We may offer special discounts and promotions to Referred Clients, including a blanket discount. We currently offer Referred Clients a discount of [upto 25% off the final value of all purchases across our vitamin, mineral and food supplement categories]. All discounts are offered at our discretion, and we may change or remove them at any time, without informing you or the Referred Client.
29.4 If a Referred Client ceases to be a client of your business, you must inform us. If we pay you commission in respect of purchases made by your Referred Client, and that Referred Client is no longer a client of your business as a practitioner outside of the Site, we may claw back that commission in accordance with clause 31.
29.4 Clients, on occasion, visit multiple Practitioners to address their needs. NutriCentre will not pay retrospective rebates or duplicate rebates to multiple Practitioners for. Where there may be a conflict between the clients true or current Practitioner NutriCentre will cease or claw back commission payments accordingly.
30.1 Where your Referred Clients make “Qualifying Purchases”, we will pay you a commission, in accordance with the terms of this clause 30 and clause 31.
30.2 Qualifying Purchases mean all vitamins, minerals and food supplement category purchases from the Site, except purchases of items which are already discounted.
30.3 Qualifying Purchases are limited to purchases made by Referred Clients for their own personal consumption. Where we reasonably suspect or believe that a purchase has been made for any reason other than a Referred Client’s personal consumption, we will not be liable to pay you commission on that purchase, and we may claw back any commission that has been paid in respect of those purchases in accordance with clause 31.
30.4 The level of commission paid will be calculated according to the amount of money paid for the Qualifying Purchase by the Referred Client. We will pay Practitioners a commission of up to 25% of the clients ex VAT total on qualifying products, after discounts and not including any vouchers or coupons, minus the level of discount you have transferred to the client (i.e if client is given 10% discount, this equals a 15% rebate for the Practitioner, total 25%).
30.5 The level of commission we offer is subject to change without notice, and we reserve the right to cease all commission payments.
30.6 We will make commission payments on a monthly basis, in respect of Qualifying Purchases made in the previous month.
30.7 Commission payments will be made directly into the bank account you nominate in accordance with clause 27.9. We are not responsible for making further payments if these details are incorrect or out of date.
30.8 Student Practitioners are not eligible for commission payments
31.1 We may require that you repay any commission payments to us where we reasonably believe that the commission was paid as a result of or in connection with a breach of these terms and conditions, by you or by your Referred Client, including without limitation the circumstances identified in clauses 30.3, 29.4, 27.5, 27.7 or 27.8.
31.2 Before we require that you repay any commission payments we will investigate the circumstances in which the payments were made. We will inform you if we begin an investigation into any commission payments we have made to you, and if we deem it necessary we may ask you for an explanation.
31.3 We will not be required to disclose to you the particulars or basis of our investigation, or give reasons for any conclusions which we draw from it.
31.4 By agreeing to these terms and conditions, you agree to be bound by the result of any investigation we instigate under this clause 31, and agree to repay any commission that we deem to be subject to being clawed back.
31.5 We may only require that you repay any commission payments that were made within the six months before we inform you that we intend to conduct an investigation into any payments.
32. YOUR STATUS
32.1 Nothing in these terms forms a contract of employment or agency between you and us.
32.2 Nothing in these terms imposes on you any duties or grants you any rights similar or analogous to those of an employee or an agent. We may not instruct you on how, where or when to operate your business as a practitioner, and no communication from us should be taken to have that effect.
32.3 You do not have authority to represent, act on behalf of, or bind us to any agreement. You are not affiliated to us in any way except as set out in these terms and conditions or in any other written agreement between us.
32.4 You are not authorised to give advice on our behalf, or use any of our branding or intellectual property in any way, except to inform your clients of the address of the Site and explain the products and services we offer, any discounts and promotions available to them, and provide them with your Practitioner ID.
33.1 You are solely responsible for any tax liabilities arising from any payments that we make to you under clause 30.
33.2 You agree that you are responsible for administering and paying any tax liability that may arise as a result of any payments that we make to you under clause 30.
33.1 You agree that we shall not be liable for any losses you suffer as a result of any of our actions under this agreement, including without limitation any decision that we may make to suspend or close your account, or require that any commission be repaid.
33.2 You agree that we shall not be liable for any losses you suffer as a result of our interactions with your Referred Clients, including but not limited to delayed or failed orders, service failures, or defective products.
33.3 Nothing in these terms shall exclude our liability to you for death or personal injury caused by our negligence.