These Terms and Conditions applies as between you and Unikos Global Limited trading as smilerex® of 128 City Road, London, United Kingdom, EC1V 2NX, www.smilerex.com, (hereinafter “Smilerex”, “we” or “us”). Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the website and our online shop.
If you place an order for one of our Products through www.smilerex.com, on which we present these Terms and Conditions, upon confirmation that such order is accepted a contract of sale will be executed between you and Smilerex, which will be governed by these Terms and Conditions and specifically by the Terms of Sale mentioned below.
TERMS OF SALE
These Terms of Sale apply to all offers and contracts relating to the sale and delivery of Products by us. In other words, you agree to these Terms of Sale, when you (i) order any Product from the website, (ii) order any Product at any web page directly connected to the website or (iii) when you accept an offer for a Product from us. It is only possible to deviate from these Terms of Sale if agreed in writing by us.
- All Products shown on the website are subject to availability. This means that, although we strive to ensure our website reflects the availability of stock, a Product shown on the website may no longer be available for purchase.
- Minor differences in colour and other variations in Products are possible as a result of different image acquisition, display technologies or other technical reasons. smilerex® is not liable for these variations and deviations. No rights can be derived from typing errors, product descriptions or manifest errors on the website.
Requirements to conclude a contract
- You have to be 16 years of age or older to buy Products via the website.
- You can only order on the website if you are a consumer, not a reseller.
- You guarantee that the information you provide to us in the request or order is accurate and complete.
How is a contract concluded with you?
- The following applies to all types of Products. All information on the website is an invitation to purchase only. You agree that your order is an offer to purchase the Products listed in your order.
- All orders submitted by you are subject to acceptance by us. We are entitled to verify an order in advance at all times and/or to refuse to accept an order without providing reasons and with no liability to you or any third parties. If we do not confirm acceptance of your order within ten working days, it is deemed to have been refused.
- We may choose not to accept your order at our own discretion. Examples of when we may not accept your order are as follows:
- If Product(s) are shown on the website but are not or no longer available;
- If we are unable to obtain authorisation of your payment;
- If shipping restrictions apply to a Product;
- If Product(s) shown on the website contain a (manifest) error such as being incorrectly priced or otherwise incorrectly described or shown;
- If we are unable to process your order due to technical reasons;
- If we know or reasonably suspect an order was made with the assistance or involvement of any software, robot, crawler, spider or other automated means or device.
- In the event that we do not accept (part of) your order, we shall be entitled to cancel (part of) your order without incurring any liability towards you or a third party. Following the cancellation, we will of course provide you with a refund for the amount paid to us under the cancelled (part of the) order.
- We reserve the right to cancel your order after the creation of the contract of sale, thereby terminating the contract of sale, for the reasons stipulated in this Agreement. Following the cancellation, we will of course provide you with a refund for the amount paid to us order.
- After your order has been placed, we will send you an order acknowledgement email with your order number and details of the Products you have offered to purchase and details of any delivery services. Acceptance of your order and the formation of a contract of sale of the Products between you and us will not take place unless and until you receive a confirmation from us that the Products have been shipped to you from our warehouse.
Retention of title
All Products will remain the property of smilerex® until you have paid all amounts owed to us in full under any agreement, including the payment of costs, earlier or later deliveries or partial deliveries. You may not sell, dispose of or encumber any Product before full title thereof has passed to you.
- The stated prices include VAT. smilerex® reserves the right to make price changes prior to an order placed by you.
- We reserve the right to change, limit or terminate any special offers or discounts at any time.
- We may charge delivery costs. The delivery costs vary for each Product and type of delivery.
Methods of payment
- Please check the checkout of the website for information on available payment methods.
- smilerex® reserves the right to conduct an individual credit check for each order. Depending on the results of this check, smilerex® reserves the right to refuse certain methods of payment.
Where we elect, or are required by applicable law, to issue or make available an invoice, we reserve the right to issue or make available electronic invoices and you agree to such form of invoicing.
- Your continued use of the website will constitute your acceptance of any new or amended terms and/or updates.
Copyright and ownership
- All of the content featured or displayed on the website, including but not limited to text, graphics, photographs, images, moving images, sound, and illustrations protected by intellectual property law other than User-Provided Content (together "Content"), is owned by smilerex®, its licensors, vendors, agents, and/or its Content providers.
- You must not use the website or any Content other than for its intended purpose. Except where we tell you otherwise on the website, you may view, play, print, and download documents, audio, and video found on the website for personal, informational, and non-commercial purposes only.
- You must not modify any of the materials and you must not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or work contained on the website.
- You are responsible for complying with all laws which apply to you and your use of the website. The website, its Content, and all related rights shall remain the exclusive property of smilerex® or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark, or other proprietary notices from material found on the website.
All trademarks, service marks, and trade names of smilerex® used as part of or in connection with the website (collectively "Marks") are trademarks or registered trademarks of the smilerex® Group, or its affiliates, partners, vendors, or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify smilerex® Marks in any way, including in advertising or publicity pertaining to distribution of materials on the website, without smilerex®’ prior written consent. The use of smilerex® Marks on any other mobile application, website, or online service is not allowed. smilerex® prohibits the use of smilerex® Marks as a "hot" link on or to any other mobile application, website, or online service unless establishment of such a link is approved in advance.
Accuracy of information
We attempt to ensure that information on the website is complete, accurate, and current. Despite our efforts this may not always be the case. Please note that we are not required to maintain or update any such information. You should not rely on any such information and any reliance on any such information is at your own risk.
Your provision of information
When you provide information about yourself to us or to other users of the website, including when you create an Account, you agree to: (a) provide accurate and current information, and not to provide information that attempts to impersonate another individual; and (b) maintain and promptly update such information to keep it accurate and current. If you provide any information about yourself that is untrue or inaccurate, or we have reasonable grounds to suspect that such information is untrue or inaccurate, we retain the right to suspend or terminate any account you establish, decline to provide you with services on the website, and/or refuse any or all current or future use of the website or any portion thereof.
- You understand that all information, data, or other materials that you and other users of website upload, post, transmit, publish, display, or otherwise make available through the website, including the information provided when creating an Account and information you share with or make available to other users of the website ("User-Provided Content"), are the sole responsibility of you or the person from whom such User-Provided Content originated. This means that you, and not us, are responsible for all User-Provided Content that you upload, post, transmit, publish, display, or otherwise make available through the website.
- We do not control the User-Provided Content posted and, as such, do not guarantee the accuracy, integrity, or quality of any User-Provided Content. Furthermore, the User-Provided Content is for informational purposes only and is not intended to be a substitute for professional medical advice, diagnosis, or treatment. You understand that by using the website, you may be exposed to User-Provided Content that is offensive, indecent, or objectionable.
- We are not responsible for any User-Provided Content, and will not be liable for any loss or damage caused by any User-Provided Content or your use of or reliance on it.
- By uploading, posting, transmitting, publishing, displaying, or otherwise making available User-Provided Content through the website, you agree that:
- you are the owner of all rights in such User-Provided Content;
Your grant of license to smilerex® for User-Provided Content
- By uploading, posting, transmitting, publishing, displaying, or otherwise making available User-Provided Content, you grant us a worldwide, perpetual, non-exclusive royalty-free license (with the right to sub-license) to use, reproduce, display, perform, adapt, modify, publish, or distribute such User-Provided Content in whole or in part in any form, medium, or technology (now known or later developed) as part of or in connection with the website.
- may modify or adapt User-Provided Content, including in order to transmit, display or distribute it over networks and to conform to the requirements of networks, services, or other media. We or others may, in our sole discretion, refer to your name or other identifier you provided when posting User-Provided Content. You promise that our publication and use of your User-Provided Content will not infringe the rights of any third party.
- You agree to comply with all laws, rules, and regulations applicable to your access to and use of the website. In addition, you agree not to:
- upload, post, transmit, publish, display, or otherwise make available through the website any User-Provided Content that is known by you to be false, inaccurate, or misleading;
- upload, post, transmit, publish, display, or otherwise make available through the website any User-Provided Content that violates any law, statute, ordinance, or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
- upload, post, transmit, publish, display, or otherwise make available through the website any User-Provided Content that is, or may reasonably be considered to be, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable, or that harms minors in any way;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any User-Provided Content transmitted through the website;
- upload, post, transmit, publish, display, or otherwise make available through the website any User-Provided Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, transmit, publish, display, or otherwise make available through the website any User-Provided Content that infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any party;
- upload, post, transmit, publish, display, or otherwise make available through the website any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- upload, post, transmit, publish, display, or otherwise make available through the website any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- take any action that interferes with the proper working of the website, compromises the security of the website, or otherwise damages the website or any materials or information available through the website;
- attempt to gain unauthorised access to any portion or feature of the website, to any other systems or networks connected to the website, to any of our or our service providers’ servers, or to any of the services offered on or through the website, including but not limited to by hacking, password “mining”, or any other unauthorised means;
- probe, scan, or test the vulnerability of the website or any network connected to the website or bypass the authentication measures on the website or any network connected to the website;
- use any automated means to collect information or Content from or otherwise access the website, including, but not limited to, through the use of technical tools known as robots, spiders, or scrapers, without our prior permission;
- harvest or otherwise collect and store information about other users of the website, including e-mail addresses;
- install any software, file, or code that is not authorised by the user of a computer or device or that assumes control of all or any part of the processing performed by a computer or device without the authorisation of the user of the computer or device; or
- interfere with or disrupt the operation of the website or server networks connected to the website, or disobey any requirements, procedures, policies, or regulations of networks connected to the website.
Registration and passwords
You may be permitted or required to register or obtain a login ID and password prior to being provided with access to certain pages on the website. You acknowledge and agree that you are responsible for maintaining the confidentiality of your login ID and password, and for all uses of your login ID, password, and/or account, whether authorised by you or not. You agree to notify us immediately of any unauthorised use of your login ID, password, or account, or any other breach of security involving access to the website through your account. You acknowledge that you may be held liable for any loss or harm incurred by us or any other person or entity due to someone else using your login ID, password, or account as a result of your failing to take reasonable steps to keep your account information secure and confidential.
Operation of the website and termination of this agreement
Access to the website
- Neither smilerex®, nor any of its respective affiliates guarantee that the functions contained on the website will be uninterrupted or error-free or that defects will be corrected.
- We may suspend, withdraw, discontinue or change all or any part of the website without notice.
Our responsibility for loss or damage suffered by you
- We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for 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 you accepted these terms, both we and you knew it might happen.
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
- The website is for domestic and private use. If you use the website for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
Even if we delay in enforcing this contract, we can still enforce it later
If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
- In case of contradiction between smilerex® Terms and Conditions and any content contained in other parts of the website or in links, smilerex® Terms and Conditions contained in this document prevail.
- We reserve the right to make changes to these Terms and Conditions at any time.
- The use of this website as well as any purchase agreement executed between you and us, will be subject to the version of the smilerex® Terms and Conditions in force at the time you place the order through this website or the day you browse this website (as applicable).
- Please check the smilerex® Terms and Conditions periodically for changes.
Sub-contracting and assignment
smilerex® reserves the right to sub-contract, transfer, assign or novate all or any of our rights and obligations under smilerex® terms and conditions provided that your rights under smilerex® terms and conditions are not affected. You may not sub-contract, assign or otherwise transfer any of your rights or obligations under the smilerex® terms and conditions without our consent in writing.
Events beyond reasonable control
smilerex® will be not held responsible for any delay or failure to perform or comply with our obligations under the smilerex® terms and conditions when the delay or failure arises from any cause which is beyond smilerex®’ reasonable control.
Each provision of the smilerex® Terms and Conditions shall be construed separately and independently of each other. If any provision is deemed invalid, void or otherwise unenforceable, that provision shall be deemed severable from and shall not affect the enforceability of any of the other provisions of these smilerex® Terms and Conditions.
Applicable law and jurisdiction
The smilerex® Terms and Conditions shall be governed by the laws of England and Wales. The laws of England and Wales applies to the sales contract, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and smilerex® and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.