Terms and Conditions

1.2     Unless the context otherwise requires, each reference in these Terms of Sale to:

1.2.1  “writing”, and any similar term, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2  a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3  a Part or paragraph is a reference to a section, part, or clause of these Terms of Sale.

2. Information About Us

2.1     Our Site is owned and operated by the The Vineyard Ltd a company registered in England and Wales under company number 14100470 with a registered office address of 167-169 Great Portland Street, 5^th Floor, London, W1W 5PF.

2.2     Our VAT registration number is………

2.3     The VINEYARD is not regulated by the Financial Conduct Authority. Accordingly Your investment will not be covered by the Financial Services Compensation Scheme. It is Your responsibility to carry out Your own due diligence before committing to any form of investment.

3. How to Contact Us

To contact Us with general questions, sales questions or complaints by email, please email Us at [email protected]

4. Access to Our Site and Use of Our Site

4.1     Access to Our Site is free of charge.

4.2     It is your responsibility to make the arrangements necessary in order to access Our Site.

5. Changes to these Terms of Sale

5.1     We may alter these Terms of Sale from time to time, for example, to reflect changes in relevant laws and regulatory requirements. If the changes are likely to affect any existing purchase, We will inform you in advance by email and you may contact Us to end the Contract before the changes take effect. If you end the Contract for this reason, you will receive a refund for any Assets or Services paid for but not received.

5.2     If any part of the current version of these Terms of Sale conflicts with any previous version(s), the current version shall prevail unless We explicitly state otherwise.

6. Business Customers

These Terms of Sale govern Our relationship with both Business Customers and Consumers. Clauses 11.1, 11.2 and 11.3 do not apply to Business Customers.

7. Account Opening and How Contracts are Formed

7.1     You must be at least 18 years old to open an Account with Us.

7.2     In order to create an Account with THE VINEYARD You will be required to complete an Account Opening Request. This can be access through Our Site.

7.3     By submitting an Account Opening Request You will be requesting to enter into a Contract with Us. Your request constitutes a contractual offer. THE VINEYARD, at Our sole discretion, may accept or reject any Account Opening Request.

7.5     Our acknowledgement that Your Account has been opened creates a legally binding Contract between Us and You for the purchase of Assets and Services. Any Assets and Services purchased thereafter will be in accordance with the Terms detailed herein.

7.6     You should not share your Account password with any third party. It is Your responsibility to ensure that You choose a safe and secure password. In the event that You feel Your password has been compromised You should reset.

8. Account Services

8.1     THE VINEYARD provides Services which enables customers to purchase and sell Assets to and from third parties. Such Assets are bought and sold in accordance with the provisions set out in these Terms generally.

8.2     THE VINEYARD will make sell and buy recommendations of Assets, which You may or may not accept. Your expressed written consent is required prior to any purchase or sale taking place. In the event that You fail to give consent for the sale or purchase to proceed We accept no responsibility for any loss of opportunity or change in price.

8.3     THE VINEYARD aims to recommend and suggest Assets in line with Your objectives. In order to receive relevant recommendations and suggestions You should ensure that You keep Your objectives updated.

8.4     By submitting an Account Opening Request, and Us accepting the same, You are authorising Us, by means of a legally binding Contract, to act as Your agent for the duration of the Contract. Accordingly You authorise Us to undertake actions in order to facilitate the sale and/or purchase of Assets by any means e.g. auction, private bargains or otherwise, on Your behalf in order to provide our Services to You.

9. Changes to these Terms and Our Contract with You

9.1     We may make minor changes to these Terms, and the Contract with You, from time to time. Minor changes may be made, for example, to reflect changes in relevant laws and regulatory requirements or to address particular technical or security issues. Minor changes will not change the main characteristics of the Services.

9.2     Where We intend to make changes over and above those mentioned in sub-Clause 9.1 We will notify You accordingly. This will usually take place in advance giving You at least 14 days notice. If you do not agree to the changes You may terminate the Contract prior to those changes coming into effect. Where you have outstanding orders, which have not been delivered to Our Storage Facility those orders will be processed in accordance with the current Terms.

9.3     In order to exercise Your right to terminate the Contract, in accordance with sub-Clause 9.2 above you should contact Us in writing using the email address provided at Clause 3.

9.4     Where You place a new Order or use any of Our Services, after the 14 days detailed in sub-Clause 9.2 You will be deemed to accepted the amended new Terms.

10. Orders

10.1   You must be at least 18 years old to have an Account with Us and place an Order. It is illegal to purchase alcohol under the age of 18 years old, whether for yourself or anyone under the age of 18 years old.

10.2   Whilst We will aim to make recommendations You are also able to request the sale or purchase Assets generally. However We make no guarantee of availability of Assets or that We will accept Your Order. All orders are accepted or rejected at Our sole discretion. A rejection can occur for many reasons, which include, but is not limited to insufficient quantity of Assets or unacceptable terms.

10.3   If an Asset is available You will be directed to place an order via Our Site, mobile app or via email. Such order will be made in accordance with the Terms detailed herein. Where an order is accepted You will be notified accordingly in writing.

10.4   Where You have made payment, in respect of the requested order detailed in this Clause 10, and your Order is rejected for any reason, any funds received will be held on account. In the event that You wish for these funds to be returned You should contact Us, using the contact details in Clause 3, for the same to be refunded.

11. Amending orders or cancelling Order(s)

11.1   If You are a Consumer, the Consumer Contracts Regulations 2013 gives You the legal right to change Your mind and cancel an Order for any reason, subject to the exceptions detailed in sub-Clause 11.2 detailed below. The 14 calendar day “cooling-off period” begins once your Order is complete.

11.2   If You are a Consumer Your right to exercise the cooling-off period does not apply in the following circumstances:

11.2.1     Where any Assets are purchased by means of auction;

11.2.2     If You have broken any seals or consumed the Asset(s) after receiving them;

11.2.3     The Assets have been inseparably mixed with other items (according to their nature) after You have received them.

11.3   If You are a Consumer, and You wish to exercise Your right in accordance with sub-Clause 11.1, You may inform Us in any way you wish (including by email, post, or telephone).

11.4   If You wish to amend Your Order You should contact Us without delay. With the exception of sub-Clauses 11.1 and 11.2, We may accept or reject your request and Our complete discretion. In the event that We accept such a change We will notify You accordingly.  Where any change in price has occurred We will ask You to confirm, in writing, that You wish to proceed on that basis. Thereafter You will be liable for any increase in prices.

11.5   We may have to make minor changes to any Assets and/or Our Services to reflect changes in relevant laws and regulatory requirements. In the event of any changes to the Assets or Services We will notify You accordingly, prior to the changes taking effect. Where any orders are effected, and You wish to cancel Your Order, You will be refunded for the same. Such payment will remain on account or can be refunded at Your request.

12. When You own the Assets, Risk and Documentation

12.1   Ownership of the Assets, passes to You on delivery of the Assets having been received in the Storage Facility (or other agreed location) provided which We have received payment in full of all sums due.

12.2   Where Assets are delivered to Our Storage Facility they will be Our responsibility unless and until the Assets are sold, or delivered to or made available to:

12.2.1     You or a third party nominated by You; or

12.2.2     A carrier organised by You.

12.3   In the event that You opt for a carrier to deliver or make available Your Assets to You the following will apply:

12.3.1     You or the carrier will be solely responsible for the removal and delivery of the Assets;

12.3.2     You should ensure that the carrier understands the storage and travelling requirements of the Assets.

12.4   Upon delivery of Your Assets to the Storage Facility they will be held in a named sub-account and clearly identified as Your property. Upon payment of the fees, which include our fees, You will be provided with the sub-account code along with any relevant rotation numbers in accordance with the Asset numbers on Our Site.

13. Payment and Fees

13.1   Prior to the purchase of any Assets on Your behalf payment must be made in full. Payment includes the payment of any applicable Buyer’s Premium Fees. Where a delay has been caused in payment being received We will not be responsible for any increase in price. Full payment means the price of the Asset(s) along with any taxes, relevant expenses and fees in accordance with these Terms. Payment must be received without any set-off, deduction or withholding.

13.2   Full payment must be made by bank transfer unless otherwise agreed in writing.

13.3   You will be liable to pay Us all fees which includes, but is not limited to, Success Fees and Management Fees (inclusive of VAT) within 30 days of Our invoice date.

13.4   Capital Investments will be subject to Management Fees of at least 10% (industry standard). Management Fees vary depending on the method of sale. Details of the exact Management Fees will be made clear to You at the point of sale. The Management Fee also includes any applicable storage fees where Assets are held in Our Storage Facility. Details of the storage fees are available on Our Site.

13.5   In addition to the Management Fees, and where We sell wine on Your behalf, any increase in value from the original purchase price, will be subject to a Success Fee. Such Success Fee will automatically be deducted prior to any payment being released to You.

13.6   Management Fees are calculated on a monthly basis. With such accruing as a debit on Your account for the investment term. Where there are funds held on account such Management Fees or any other fees due to Us will be offset against the same. On the anniversary of the Account being opened, where there are outstanding fees a statement will be provided to You detailed the outstanding Fees. Payment of these fees is payable within 30 days of the invoice date.

13.7   In the event that any sums remain unpaid following the expiry of their due date they shall incur interest on a daily basis at 5% above the base rate of the Bank of England from time to time until payment is made in full of any such outstanding sums. Such interest will accrue on a daily basis until fee payment is received.

13.8   If You fail to pay for any Assets or Services by the due date, We may exercise a particular right of lien over any of Your Assets in Our possession which includes Assets at Our Storage Facility. Such Assets will be withheld until such time as payment for all Our invoices is made in full. In exercising such a lien We will comply fully with any legal or professional obligations We have.

13.9 Where You purchase Assets You will be liable to pay a Buyer’s Premium Fee. The Buyer’s Premium Fee is detailed on Our Site.

18. Valuations

18.1   You will be able to access current valuations in respect of Your Assets via Our Site. Valuations are calculated based on a number of factors which includes, but is not limited to market activity, appetite and fluctuations.

18.2   We will use the valuation detailed at sub-Clause 18.2 above in calculating Account Fees in accordance with these Terms, unless otherwise stated in writing. Where We sell Assets on Your behalf We will always afford You the opportunity to agree to the Valuation prior to the offering the same for sale or purchase.

18.3   A copy of the valuation used and the methodology will be available upon request. To the extent that there is an increase in Our costs associated with the supply of the Assets or the provision of the Services, We may increase the related Account Fees to account for such increase in costs. In such circumstances We will notify You of any proposed increase to the Account Fees in accordance with these Terms. If You do not agree with any proposed increase, You may terminate these Terms by giving Us notice.

18.4   We endeavour to ensure that the prices of Assets advised to You are correct. However if We discover an error in price of the Asset(s) ordered:

18.4.1     if the correct price is lower than that shown when you make your order, We will simply charge you the lower price.

18.4.2     if the correct price is higher than that shown when you make your order, We will give you the option to purchase the Asset at the correct price or to cancel Your order (or the affected part of it). We will not proceed with processing Your order in this case until you respond. If you do not respond within 7 days, We will treat Your order as cancelled and inform you of the cancellation in writing.

19. Currency

19.1   Any prices and Fees stated are in Pounds Sterling (GBP), unless otherwise stated. Customers may request to pay in any of the following currencies:

Pounds Sterling (GBP), United States Dollars (USD), Euros (EUR), Swiss Francs (CHF), Hong Kong Dollars (HKD) or Singapore Dollars (SGD)

We do not warrant that all payments listed at 19.1 will be accepted at all times. There may be occasions, by means of example, where legislation prevents Us accepting the same.

19.2   Currency conversions will be calculated in accordance with HSBC Bank’s currency exchange rate as at the date of the invoice.

20. Taxes and Expenses

20.1   Any taxes, levies and duties, which for the avoidance of doubt includes VAT, which apply to the supply of any Asset of Our Services will:

20.1.1     ONLY be Our responsibility if the price We quote for the Assets or Services indicates that they will be inclusive of any particular taxes, levies or duties; or

20.1.2     In all other circumstances shall be Your sole responsibility.

20.2   You must pay Us, on demand and in full:

20.2.1     any Agents fees, costs of handing and delivery or other expenses incurred as a result of delivery of any Asset to an address other than the Storage Facility where You request the same; and

20.2.2     any taxes, levies and duties, including VAT, which are to be borne by You, together with any fine, penalty or interest paid or payable by Us because of Your default in paying such amounts.

20.3    Capital Gains Tax rules and potential tax liability on profits from fine wine differ depending on Your location and the applicable jurisdiction. You should therefore seek the appropriate advice from a tax adviser before submitting an Account Opening Request, and at any relevant stage. We do not offer tax or financial advice and as such We will not be responsible for any such taxes payable, in any jurisdiction, or the consequences of Your failure to seek the same.

21. Delivery

21.1   Unless otherwise agreed all purchased Assets will be delivered to the Storage Facility. You may however request an alternative delivery location which is subject to Our acceptance.

21.2   Delivery is deemed to take place:

21.2.1     when the Asset is received at Our Storage Facility, or such other location as agreed;

21.2.2     if an Asset is already in stock, at Our Storage Facility, when We receive full payment of the Asset;

21.2.3     where Assets are purchased En Primeur upon delivery to Our Storage Facility (or such other location as agreed at the time of ordering). You should be aware this will only take place upon the Assets being released by the producer;

21.2.4     for Assets purchased for collection as soon as they leave Our Storage Facility or another other location as nominated by Us.

21.3   Assets will be delivered, to the nominated location, as soon as reasonably possible. We are however unable, due to the nature of the Assets, and production, to give an exact delivery date. We will endeavour to register Assets on Your Account upon payment of any relevant invoice. However You should be aware that not all payment transfers are instant and may take a couple of days for the same to register.

21.4   Subject to sub-Clause 21.2.2, and unless otherwise stated, the cost of delivery is included in the price quoted for Assets.

21.5   Where the supply of Assets is delayed, due to an event outside of Our control, We will contact You as soon as reasonably possible. We will endeavour to minimise the effect of any delay where possible, but cannot guarantee the same. In the event of any such delays We accept not responsibility, and nor are We liable for these such events outside of Our control.

21.6   Where We have accepted an order, and it contains an Asset which is no longer available, for any reason, We will make suggestions as to alternative Assets. You are however under no obligation to accept the suggestions. Where You agree to a suggestion or reject a recommendation We will refund You, where any refund is due:

21.6.1     the difference in price of Your order and the alternative Asset; or

21.6.2     where You reject a recommendation the cost of the unavailable Asset.

21.7   If there is an increase in Asset price, subject to 21.6, in order to purchase the Asset(s) You will be required to make the differing payment prior to us ordering the same.

22. Storage and Collection

22.1   Wine will be stored in Our name at the a UK based bonded warehouse. Where You purchase wine You will be allocated a sub-account at the warehouse.

22.2   Assets delivered to the Storage Facility will be stored until such time as:

22.2.1     they are sold by Us acting, acting as Your agent; or

22.2.2     You request their collection or delivery from the Storage Facility.

Where You purchase Assets they will be marked as Yours whilst stored at the Storage Facility.

22.3   You will give Us at least 3 Business Days’ notice of Your intention to remove any Assets from the Storage Facility. Such notice includes all means of removal whether delivery or collection. Upon removal (whether by means of collection or being handed to a delivery agent) the Assets will cease to be part of Your account. Thereafter We will no longer be required to provide further Services in respect of the relevant Assets.

22.4   When requesting the removal of the Assets, in accordance with sub-Clause 22.3 above, You must clearly detail the Assets to be removed. In addition specification is needed as to the collection method along with details of anyone collecting the same on Your behalf, this includes any delivery partner organised by You. You, or anyone instructed on Your behalf will only be entitled to remove Assets from the Storage Facility where all fees and payments due to Us are paid.

22.5   Where You request Assets to be made available for collection or delivery You will bear the cost of any such collection. We will not be responsible for any third party costs in respect of the same. Risk in the Assets will pass to You, upon handover to You or someone instructed on your behalf, which includes delivery agents. Thereafter the Assets will be Your sole responsibility.

22.6   In the event that We agree to deliver Assets to You, or an address nominated by You, You will solely be responsible for any associated costs. In such situation risk in the Assets will pass to You at the point of delivery to the agreed address.

22.7   Upon removal of the Assets from the Storage Facility, any applicable taxes, VAT or duties will be invoiced by Us to You. These will be payable by You unless the Assets are transferred directly to another In-Bond Facility.

 23. Insurance

23.1   We will maintain a policy of insurance, or as applicable, be covered by any relevant third party insurance, which covers the Assets for their declared replacement value. This will be against the risks of physical loss, destruction and damage. The insurance in place will be subject to the points detailed at 23.1.1 and 23.1.2 below. Upon removal of the Asset from the Storage Facility Assets will no longer be covered by such insurance policy.

The Policy of insurance will:

23.1.1     be subject to maximum limits in the aggregate and for each loss or series of losses; and

23.1.2     be subject to exclusions, limitations and other terms as set out in the policy terms of supply.

24.2   On Your request We will promptly provide to You the insurance policy details, whether Ours or the appropriate Storage Facility, insurance policy applicable pursuant to sub-Clause 24.1.

24.3   Our liability to You in respect of any Assets is strictly limited to value recovered from any such insurance policies detailed within this Clause.

24.4   Where any insurance claim involves property of more than one of Our customers, any Assets insured will be a pro-rata amount of the insurance proceeds recovered (less the expenses referred to in this Clause) proportionate to the value of the property of the Customer which has been lost, destroyed or damaged versus the value of all property which has been lost, destroyed or damaged.

25. Sale and Liquidation

25.1   Where an Asset has been received at Our Storage Location You may ask Us, provided You give Us at least 30 days notice in writing, to value the Assets and to arrange sale of the Assets on Your behalf. Such notice constitutes Your instruction for Us to act as agents to perform acts which We consider necessary to facilitate such a sale. Sale may take place by auction, private bargain or otherwise.

25.2   We will use our reasonable endeavours, make no guarantees, to sell the Asset at the best price within the agreed timeframe upon receipt of Your instructions to sell. Prior to any sale taking place You will need to agree with Us a minimum or reserve price.

25.3   We do not charge fees or commission for the sale of Assets on Liquidation. However where an Asset is sold through a third party, e.g. an auction house, expenses may be payable which will be wholly payable by You.

26. Liability

26.1   Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.

26.2   Notwithstanding Clause 26.1, You acknowledge that the nature of the Assets is such that We cannot and do not warrant:

26.2.1     the quality, drinkability, fitness for purpose or freedom from defect or deterioration of the Assets at any time, in so far as it does not relate to Our negligence or wilful misconduct; or

26.2.2     the market value or appreciation in the value of the Assets.

26.3   If the Customer uses the Assets for any commercial, business or re-sale purpose, We will have no liability for loss of profit, loss of business, business interruption or loss of business opportunity.

26.4   Subject to sub-Clause 26.1 and 26.2 and to the extent permitted by law, Our total liability to You under these Terms shall be limited in the aggregate, in respect of each 12-month period calculated from the date You opened Your Account (each a “Contract Year”), to the lower of: (a) the total Fees paid by You under these Terms during such Contract Year; and (b) £100,000.

26.5   If, through Our own negligence or wilful misconduct or breach of these Terms, causes loss or damage to Your Assets, We may be responsible for reasonably foreseeable loss and damage up to the cost of replacing the Assets, or re-supplying equivalent products, or paying to You a sum equivalent to the cost of such replacement or re-supply. We will not be responsible for any loss or damage that is not reasonably foreseeable.

26. Future wine and whisky prices

26.1   Given the nature of whiskey and wine, it being a consumable product, which fluctuates in value We make no guarantees as to it’s value or price. Further You acknowledge, by submitting an Account Opening Request, that:

26.1.1     We do not warrant the a) quality, drinkability, fitness for use or purpose or freedom from defect or deterioration of the Assets, as permitted by law; or b) the market value or appreciate or depreciation in value of the Assets;

26.1.2     We will not, in any circumstances, be liable for any indirect or consequential loss or damage arising from wastage, spoilage or the deterioration of the Assets, the loss of market for any Assets, decline in the value of any Assets or for any other damages arising from or attributable to any cause.

26.2   We are a fine wine and spirit merchant. We assist You in the purchase and sale of such for collectable purposes. We do not offer advice as to their value or future value, advice on other products and nor do We offer tax advice. We further remind You that we are not regulated by the Financial Conduct Authority.

26.3   Whilst We undertake research, in respect of Assets, You must rely on Your own judgement, and research, including taking the appropriate financial advice where possible, in the sale and purchase of Assets.

26.4   Like with all investments You acknowledge that the value of Assets may fluctuate and We make no guarantee as to their value now, or at any time in the future.

27. Confidentiality

27.1   During the term of the Contract each party will keep confidential the Confidential Information of the other party and will use the other party’s Confidential Information solely for the purpose of performing its obligations and exercising its rights under the Contract. Neither party will divulge to any third party any Confidential Information and will restrict disclosure of the same to its employees (and subcontractor’s) who need to know it in furtherance of the above purpose.

27.2   The obligations above will not apply to Confidential Information which:

27.2.1     was already or becomes generally available and in the public domain at the time the Confidential Information was made available, without breach of these Terms; or

27.2.2     was already demonstrably known to the other party before it was first provided to the other party under these Terms.

27.3   Nothing will prevent either party from disclosing Confidential Information of the other, where they are under an obligation to do so by law.

28. Personal Information

28.1   All personal information of Yours that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and Your rights thereunder.

28.2   For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy & Cookies Policy available via this link – https://thevineyard.wine/privacy-policy/

29. Termination

29.1   We may terminate the Contract immediately without notice if:

29.1.1     You breach these Terms;

29.1.2     You do not make any payment when it becomes due and it remains overdue for a period of 30 days after it’s due date;

29.1.3     You do not, within a reasonable time of Us asking, provide information that is necessary in order for Us to provide the Assets or Services;

29.1.4     You suspend, or threaten to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;

29.1.5     an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over You;

29.1.6     the holder of a qualifying floating charge over Your assets has become entitled to appoint or has appointed an administrative receiver;

29.1.7     a person becomes entitled to appoint a receiver over all or any of Your assets;

29.1.8     You (being an individual) is the subject of a bankruptcy petition, application or order;

29.1.9     any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which You are subject that has an effect equivalent or similar to any of the events mentioned in Clauses 29.1.4 to 29.1.8 (inclusive);

29.1.10   You (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation.

29.2   If We terminate the Contract in accordance with any of the points detailed at Sub-Clause 29.1 the following will apply:

29.2.1     We will refund any money You have paid in advance for Assets that has not yet been delivered but We may deduct or charge You compensation for the costs We will incur as a result of You breaching these Terms; and

29.2.2     You will, at Your own cost, remove Your Assets from the Storage Facility, either by collecting the Assets or arranging for the transfer of Your Assets to another In-Bond Facility, within 30 days of the date of termination.

30. General

Transferring the Contract

30.1   We may transfer Our rights and obligations under these Terms to another organisation. You may only transfer Your rights or obligations under these Terms to another person if We agree the same in writing.

Sub-Contracting

30.2   We may use subcontractors to assist Us in providing either the Assets or Services to You.

Entire Agreement

30.3   The Contract and documents referred to in it are the entire agreement and understanding between Us and You and supersedes any previous agreement between them. We explicitly reject any terms and conditions You request, unless done so in writing. No other terms will apply to this Contract other than those set out in these Terms or agreed by Us and You in writing.

Events Outside Our Control

30.4   In the event that we cannot fulfil Our obligations under the Contract because of an event outside of Our control then We will contact You as soon as possible and will take steps to minimise the effect of the event. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, pandemics, acts of terrorism, acts of war, governmental action or any other event that is beyond Our control. We will not be liable for obligations it cannot fulfil because it is prevented from doing so by the event outside of its control.

Rights of Third Parties

30.5   No part of these Terms is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms.  Neither You or Us will need to get the agreement of any other person in order to end the Contract or make any changes to these Terms.

Severance

30.6   In the event that one or more of the provisions of these Terms is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Terms.  The remainder of these Terms shall be valid and enforceable.

No Waiver

30.7   No failure or delay in exercising any of the rights under these Terms shall be deemed to be a waiver of that right, and no waiver of a breach of any provision of these Terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

Communication and Notices

30.8   All communications in relation to these Terms will be in writing and will be sent by mail or by email to the person being served at the relevant address, as may be notified from time to time.

30.9   Notices or other communications given under or in connection with these Terms will be in writing and will be:

30.9.1     delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

30.9.2     in the case of notices or communications sent to Us, by email to [email protected] and in the case of notices or communications to You, by email to the address specified in the Account Opening Request.

30.10       Any notice or communication will be deemed to have been received:

30.10.1   if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

30.10.2   if sent by pre-paid first-class post or other next working day delivery service on the second Business Day after posting or at the time recorded by the delivery service; and

30.10.3   if sent by email, at the time of transmission where the same is received during normal business hours i.e. Monday to Friday between 9am and 5pm, with the exception of Bank Holidays. Where the same is delivered outside this time, it will be deemed delivered upon reopening of normal business hours.

30.11      Instructions from You to Us regarding Asset purchases or Liquidation of Assets will not be deemed to have been received or processed until We confirm receipt of such instructions to You.

Contacting Us

30.12      If You have any questions regarding these Terms, You may contact Us using the contact details at sub-Clause 2.1 and Clause 3.

30.13      If We have to contact you it will do so by telephone or by writing to You at the email address or postal address provided in the Account Opening Request.

31. Jurisdiction

31.1   these Terms and Conditions, and the relationship between You and THE VINEYARD (whether contractual or otherwise) shall be governed by, and construed in accordance with English law.

31.2  If You are a Consumer, You will benefit from any mandatory provisions of the law in Your country of residence. Nothing in Part 31.1 takes away from or reduces Your legal rights as a Consumer.

31.3   If You are a Consumer, any dispute, controversy, proceedings, or claim between You and THE VINEYARD relating to these Terms and Conditions or to the relationship between You and THE VINEYARD (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland or Northern Ireland, as determined by Your residency.

31.4   If You are a business customer, any dispute, controversy, proceedings, or claim between THE VINEYARD and You (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.