Terms of Website Use

This page (together with the documents referred to on it) tells you the terms of use on which you may make use of our website www.frogbikes.com (our site), whether as a guest or a registered user. Please read these terms of use carefully before you start to use the site. By using our site, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our site.

INFORMATION ABOUT US
www.frogbikes.com is a site operated by Frog Bikes Ltd ("We"). We are registered in England and Wales under company number 7774939 and have our registered office at Silvester House, Ridgemead Road, Englefield Green, Surrey TW20 0YG, United Kingdom. Our VAT number is 141375235.

We are a private limited company.

ACCESSING OUR SITE
Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.

From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.

You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.

INTELLECTUAL PROPERTY RIGHTS
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.

You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

RELIANCE ON INFORMATION POSTED
Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.

OUR SITE CHANGES REGULARLY
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.

OUR LIABILITY
The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:

• All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
• Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
  • loss of income or revenue;
  • loss of business;
  • loss of profits or contracts;
  • loss of anticipated savings;
  • loss of data;
  • loss of goodwill;
  • wasted management or office time; and
• for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITE
We process information about you in accordance with our Privacy Policy. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

TRANSACTIONS CONCLUDED THROUGH OUR SITE
Contracts for the supply of goods or services formed through our site or as a result of visits made by you are governed by our Website Terms and Conditions of Supply.

UPLOADING MATERIAL TO OUR SITE
Whenever you make use of a feature that allows you to upload material to our site, or to make contact with other users of our site, you must comply with the content standards set out in these terms. You warrant that any such contribution does comply with those standards, and you indemnify us for any breach of that warranty.

Any material you upload to our site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site.

We have the right to remove any material or posting you make on our site if, in our opinion, such material does not comply with the content standards set out in these terms.

VIRUSES, HACKING AND OTHER OFFENCES
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.

LINKING TO OUR SITE
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in these terms.

If you wish to make any use of material on our site other than that set out above, please address your request to info@frogbikes.com.

LINKS FROM OUR SITE
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

PROHIBITED USES
You may use our site only for lawful purposes. You may not use our site:

• In any way that breaches any applicable local, national or international law or regulation.
• In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm minors in any way.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards.
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

• Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of these terms.
• Not to access without authority, interfere with, damage or disrupt:
• any part of our site;
• any equipment or network on which our site is stored;
• any software used in the provision of our site; or
• any equipment or network or software owned or used by any third party.

INTERACTIVE SERVICES
We may from time to time provide interactive services on our site, including, without limitation:

• Chat rooms.
• Bulletin boards.
• Competitions.

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

CONTENT STANDARDS
These content standards apply to any and all material which you contribute to our site (contributions), and to any interactive services associated with it.

You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole.

Contributions must:

• Be accurate (where they state facts).
• Be genuinely held (where they state opinions).
• Comply with applicable law in the UK and in any country from which they are posted.

Contributions must not:

• Contain any material which is defamatory of any person.
• Contain any material which is obscene, offensive, hateful or inflammatory.
• Promote sexually explicit material.
• Promote violence.
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any copyright, database right or trade mark of any other person.
• Be likely to deceive any person.
• Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
• Promote any illegal activity.
• Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
• Be likely to harass, upset, embarrass, alarm or annoy any other person.
• Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
• Give the impression that they emanate from us, if this is not the case.
• Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

SUSPENSION AND TERMINATION
We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate.

Failure to comply with these terms constitutes a material breach of the terms upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

• Immediate, temporary or permanent withdrawal of your right to use our site.
• Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
• Issue of a warning to you.
• Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
• Further legal action against you.
• Disclosure of such information to law enforcement authorities as we reasonably feel is necessary. We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

JURISDICTION AND APPLICABLE LAW
The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

These terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.

TRADE MARKS
FROG is a UK registered trade mark of Frog Bikes Ltd.

VARIATIONS
We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.

YOUR CONCERNS
If you have any concerns about material which appears on our site, please contact info@frogbikes.com.

Thank you for visiting our site.

Website terms and conditions of supply

January 2013
This page (together with our Privacy Policy and Terms of Website Use) gives you information about us and the legal terms and conditions (Terms) on which we sell any of the goods (Goods) listed on our website (our site) to you.

These Terms will apply to any contract between us for the sale of Goods to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Goods from our site. Please note that before placing an order you will be asked to agree to these Terms.

Please click on the button marked "I Accept" at the end of these Terms if you accept them. If you refuse to accept these Terms, you will not be able to order any Goods from our site.
You should print a copy of these Terms or save them to your computer for future reference.

We amend these Terms from time to time as set out in clause 8. Every time you wish to order Goods, please check these Terms to ensure you understand the terms which will apply at that time.

These Terms, and any Contract between us, are only in the English language.

1. INFORMATION ABOUT US
   We operate the website www.frogbikes.com. We are Frog Bikes Limited, a company registered in England and Wales under company number 7958824 with its registered office at Silvester House, Ridgemead Road, Englefield Green, Surrey TW20 0YG, United Kingdom. Our VAT number is 141375235.
   Our trading name is Frog™ Bikes, and we sell and supply bicycles, bicycle equipment, accessories and components, clothing and other sporting articles used in cycling, in the course of our trade and business. Frog is our registered trademark.
   To contact us, please see our Contact Us page.
2. OUR GOODS
   1. The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. Your Goods may vary slightly from those images.
   2. Although we have made every effort to be as accurate as possible, all specifications (including sizes, weights, capacities, dimensions and measurements) may vary slightly from those stated due to manufacturing processes.
   3. The packaging of the Goods may vary from that shown on images on our site.
   4. All Goods shown on our site are subject to availability. We will inform you by e-mail as soon as possible if the Goods you have ordered are not available and we will not process your order if made.
3. USE OF OUR SITE
   Your use of our site is governed by our Terms of Website Use. Please take the time to read these, as they include important terms which apply to you.
4. HOW WE USE YOUR PERSONAL INFORMATION
   We only use your personal information in accordance our Privacy Policy. Please take the time to read these, as they include important terms which apply to you.
5. IF YOU ARE A CONSUMER
   This clause 5 only applies if you are a consumer.
   1. If you are a consumer, you may only purchase Goods from our site if you are at least 18 years old.
   2. We intend to rely upon these Terms and our Privacy Policy and Terms of Website Use in relation to the Contract between you and us. While we accept responsibility for statements and representations made by our duly authorised agents, please make sure you ask for any variations from these Terms to be confirmed in writing.
   3. As a consumer, you have legal rights in relation to Goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
6. IF YOU ARE A BUSINESS CUSTOMER
   This clause 6 only applies if you are a business.
   1. If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to purchase Goods.
   2. These Terms and our Privacy Policy and Terms of Website Use constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Terms or our Privacy Policy and Terms of Website Use.
7. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
   1. For the steps you need to take to place on order on our site, please see our How To Buy a Frog Bike page.
   2. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
   3. After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 7.4.
   4. We will confirm our acceptance to you by sending you an e-mail that confirms that the Goods have been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.
   5. If we are unable to supply you with particular Goods, for example because those Goods are not in stock or no longer available or because of an error in the price on our site as referred to in clause 12.5, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Goods, we will refund you the full amount as soon as possible.
8. OUR RIGHT TO VARY THESE TERMS
   1. We may revise these Terms from time to time in the following circumstances:
      (a) changes in how we accept payment from you; and
      (b) changes in relevant laws and regulatory requirements.
   2. Every time you order Goods from us, the Terms in force at that time will apply to the Contract between you and us.
9. CANCELLATION, RETURN AND REFUND RIGHTS IF YOU ARE A CONSUMER
   This clause 9 only applies if you are a consumer.
   1. If you are a consumer, you have the right to cancel a Contract during the period set out below in clause 9.2. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to keep Goods, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your local Citizens' Advice Bureau or Trading Standards office.
   2. You may cancel a Contract from the date you receive the Dispatch Confirmation, which is when the Contract between us is formed. If the Goods have already been delivered to you, you have a period of 28 calendar days in which you may cancel, starting from the day you receive the Goods.
   3. To cancel a Contract before you have received the Goods, you must contact us in writing by sending an e-mail to info@frogbikes.com or contact our Customer Services telephone line. You may wish to keep a copy of your cancellation notification for your own records.
   4. You will receive a full refund of the price you paid for the Goods and any applicable charges you paid when we delivered the Goods to you. We will process the refund due to you as soon as possible and, in any case, within 28 calendar days of the day on which you gave us notice of cancellation as described in clause 9.3. If you returned the Goods to us because they were faulty or mis-described, please see clause 9.5.
   5. If you have returned the Goods to us under this clause 9 because they are faulty or mis-described, we will refund the price of defective Goods in full, any applicable charges you paid when we delivered the Goods to you, and any reasonable costs you incur in returning the item to us, within 28 days of us receiving the Goods.
   6. We will refund you on the credit card or debit card used by you to pay.
   7. If the Goods were delivered to you:
      (a) you must return the Goods to us within 28 days after you received the Goods
      (b) we can only accept returns of the complete undamaged Goods ;
      (c) unless the Goods are faulty or not as described (in this case, see clause 9.5), you will be responsible for the cost of returning the Goods to us;
      (d) you have a legal obligation to keep the Goods in your possession and to take reasonable care of the Goods while they are in your possession, and you should also take care of the original packaging so that it can be used to return the Goods to us.
   8. Details of your legal right to cancel and an explanation of how to exercise it are provided in the Dispatch Confirmation.
   9. As a consumer, you will always have legal rights in relation to Goods that are faulty or not as described. These legal rights are not affected by the returns policy in this clause 9 or these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
   10. We reserve the right to cancel the contract between us if:
       (a) we have insufficient stock to deliver the Goods you have ordered;
       (b) the delivery service provider does not deliver to your area;
       (c) one or more of the Goods you ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our suppliers; or
       (d) we have reason to suspect that there is a risk of a fraudulent transaction.
       If we do cancel your contract, we will notify you by e-mail and will re-credit to your account any sum deducted by us (in respect of Goods provided by us, and delivery services provided by the delivery service provider (unless amounts in respect of delivery are refunded directly by the delivery service provider)), from your debit or credit card as soon as possible but in any event within 30 days of your order. We will not be obliged to offer any additional compensation for disappointment suffered.
10. DELIVERY
    1. Your order will be fulfilled by the estimated delivery date set out in the Dispatch Confirmation, unless there is an Event Outside Our Control. If we are unable to meet the estimated delivery date because of an Event Outside Our Control, we will contact you with a revised estimated delivery date.
    2. Delivery will be completed when we deliver the Goods to the local bike shop that you indicate in your order or otherwise to the address you gave us.
    3. If you have asked us to deliver to an address that is not the address of your local bike shop and no one is available at your address to take delivery, we will leave you a note that the Goods have been returned to our agent, in which case, please contact us to rearrange delivery.
    4. The Goods will be your responsibility from the completion of delivery.
    5. You own the Goods once we have received payment in full, including all applicable delivery charges.
11. INTERNATIONAL DELIVERY
    1. We deliver to the countries shown in Step 3 of the Checkout process. However there are restrictions on some Goods for certain International Delivery Destinations, so please review the information on that page carefully before ordering Goods.
    2. If you order Goods from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
    3. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
    4. You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.
12. PRICE OF GOODS AND DELIVERY CHARGES
    1. The prices of the Goods will be as quoted on our site and may vary from time to time. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, if we discover an error in the price of Goods you ordered, please see clause 12.5 for what happens in this event.
    2. Prices for our Goods may change from time to time, but changes will not affect any order which we have confirmed with a Dispatch Confirmation.
    3. The price of Goods includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
    4. The price of Goods does not include delivery charges. Our delivery charges are as quoted on our site from time to time. To check relevant delivery charges, please refer to our Delivery & Returns page.
    5. Our site contains a large number of Goods. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Goods to you at the incorrect (lower) price.
13. HOW TO PAY
    1. You can only pay for Goods using a debit card or credit card. We accept the following cards: Visa Debit, Visa Credit, MasterCard and Maestro.
    2. Payment for the Goods and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your order.
14. PAYMENT TERMS FOR BUSINESS CUSTOMERS
    This clause 14 only applies if you are a business.
    1. 1.43 We may at our discretion agree with you other terms of payment than as set out in clause 13. If we do so, we will do so verbally or in writing and the remaining terms of this clause 14 will then apply.
    2. All risk in the Goods, including, but not limited to, the risk of loss, theft, damage or destruction of the Goods shall pass to you on completion of delivery. The Goods shall remain at your sole risk while the Goods are in your possession, custody or control (Risk Period). During the Risk Period, you shall, at your own expense, obtain and maintain the following insurances:
       (a) insurance of the Goods to a value not less than their full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as we may from time to time nominate in writing;
       (b) insurance for such amounts as a prudent owner or operator of the Goods would insure for, or such amount as we may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Goods; and
       (c) insurance against such other or further risks relating to the Goods as may be required by law, together with such other insurance as we may from time to time consider reasonably necessary and advise to you.
    3. All insurance policies procured by you shall be endorsed to provide us with at least thirty days' prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon our request name us on the policies as a loss payee in relation to any claim relating to the Goods. You shall be responsible for paying any deductibles due on any claims under such insurance policies.
    4. You shall give immediate written notice to us in the event of any loss, accident or damage to the Goods or arising out of or in connection with your possession or use of the Goods.
    5. If you fail to effect or maintain any of the insurances required under this Contract, we shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from you.
    6. You shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to us and proof of premium payment to us to confirm the insurance arrangements.
    7. Title to the Goods shall not pass to you until we have received payment in full (in cash or cleared funds) for the Goods.
    8. Until title to the Goods has passed to you, you shall:
       (a) hold the Goods on a fiduciary basis as our bailee;
       (b) ensure that the goods remain readily identifiable as our property;
       (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
       (d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
       (e) give us such information relating to the Goods as we may require from time to time;
       (f) take reasonable care of the Goods and ensure that the Goods are kept and operated in a suitable environment;
       (g) take such steps (including compliance with all safety and usage requirements) as may be necessary to ensure, so far as is reasonably practicable, that the Goods are at all times safe and without risk to health when they are being assembled, serviced, set, used, cleaned or maintained by a person at work;
       (h) maintain at its own expense the Goods in good and substantial repair in order to keep them in as good an operating condition as they were on the date of delivery to you, including replacement of worn, damaged and lost parts, and shall make good any damage to the Goods;
       (i) make no alteration to the Goods and shall not remove any existing component(s) from the Goods without our prior written consent unless the component(s) is/are replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved/advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Goods shall vest in us immediately upon installation;
       (j) keep us fully informed of all material matters relating to the Goods;
       (k) keep the Goods at all times at the your shop premises and shall not move or attempt to move any part of the Goods to any other location without our prior written consent;
       (l) permit us or our duly authorised representative to inspect the Goods at all reasonable times and for such purpose to enter any premises at which the Goods may be located, and shall grant reasonable access and facilities for such inspection;
       (m) not, without our prior written consent, part with control of (including for the purposes of repair or maintenance), underlet or lend the Goods or allow the creation of any mortgage, charge, lien or other security interest in respect of them;
       (n) not do or permit to be done any act or thing which will or may jeopardise our right, title and/or interest in the Goods and you must take all necessary steps to ensure that we may enter any land or building to recover the Goods, including by procuring from any person having an interest in such land or building, a waiver in writing and in our favour of any rights such person may have or acquire in the Goods and a right for us to enter onto such land or building to remove the Goods;
       (o) not suffer or permit the Goods to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Goods are so confiscated, seized or taken, you shall notify us and you shall at your sole expense use your best endeavours to procure an immediate release of the Goods and shall indemnify us on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
       (p) not use the Goods for any unlawful purpose; and
       (q) not do or permit to be done anything which could invalidate the insurances referred to in this clause 14,
       
       but you may resell the Goods in the ordinary course of your business and if so resold, title to the Goods shall pass to you when you have received payment in full (in cash or cleared funds) for the Goods.
    9. If before title to the Goods passes to you: (a) you default in any of your payment obligations;
       (b) you commit a material breach of the Contract which breach is irremediable, or which breach (if remediable) is not remedied within five days after the service of written notice from us requiring you to do so;
       (c) you suspend, or threaten to suspend, payment of your debts, or are unable to pay your debts as they fall due or admit inability to pay your debts, or (being a company) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986;
       (d) you suspend, threaten to suspends, cease or threaten to cease to carry on all or substantially the whole of your business;
       (e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy;
       (f) an order is made or a resolution is passed for your winding up, or an order is made for the appointment of an administrator to manage your affairs, business and property, or such an administrator is appointed, or a receiver is appointed in respect of any of your assets or undertaking, or circumstances arise which entitle a court or a creditor to appoint a receiver or manager or which entitle a court to make a winding-up order, or you take or suffer any similar or analogous action in consequence of debt, or an arrangement or composition is made by you with your creditors or an application to a court for protection from your creditors is made by you;
       
       or we reasonably believe that any such event is about to happen and notifies you accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
    10. You acknowledge that we shall not be responsible for any loss of or damage to the Goods arising out of or in connection with any negligence, misuse, mishandling of the Goods or otherwise caused by you or your officers, employees, agents and contractors, and you undertake to indemnify us on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by you to comply with the terms of this Contract.
    11. We may invoice you for the Goods on or at any time after the completion of delivery.
    12. You shall pay the invoice in full and in cleared funds according to the terms stated on the invoice. Payment shall be made to the bank account nominated in writing by us. Time of payment is of the essence.
    13. If you fail to make any payment due to us under the Contract by the due date for payment (due date), then you shall pay interest on the overdue amount at the rate of 8% per annum above Bank of England's base rate from time to time. Such 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. You shall pay the interest together with the overdue amount. We reserve the right to charge an administration fee of £100 for late payments.
    14. You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. You may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by you against any amount payable by us to you.
15. WARRANTIES
    1. Some of the Goods we sell to you come with a manufacturer's warranty.
    2. All the bicycles we sell to you come with the following manufacturer's warranty against defects in materials and workmanship:
       Frames, forks, paintwork and components, excluding tyres and inner tubes: 2 years
    3. For details of the applicable terms and conditions on other Goods, please refer to the manufacturer's warranty provided with the Goods.
    4. If you are a consumer, a manufacturer's warranty is in addition to your legal rights in relation to Goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
    5. For Goods which do not have a manufacturer's warranty, we provide a warranty that on delivery and for a period of 12 months from delivery, the Goods shall be free from material defects. However, this warranty does not apply in the circumstances described in clause 14.6.
    6. None of the warranties in this clause 14 apply to any defect in the Goods arising from:
       (a) fair wear and tear;
       (b) assembly;
       (c) maintenance;
       (d) any modification of the frame, fork, or components from the original specifications or any installation of components, parts, or accessories not originally intended for or compatible with the bicycle as sold;
       (e) wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
       (f) if you fail to operate or use the Goods in accordance with the user manual;
       (g) any alteration or repair by you or by a third party who is not one of our authorised repairers; or
       (h) any specification provided by you.
    7. The warranties in this clause 14:
       (a) extend from the date of purchase;
       (b) apply only to frog bicycles purchased through www.frogbikes.com and if proof of purchase is provided;
       (c) if you are a consumer, are offered only to the original owner, and are not transferable, except in the circumstances set out in clause 19.2.
    8. If you are a consumer, an extended warranty is available if you register your bicycle on www.frogbikes.com.
    9. If you are a consumer, these warranties are in addition to your legal rights in relation to Goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
16. OUR LIABILITY IF YOU ARE A BUSINESS CUSTOMER
    This clause 15 only applies if you are a business customer.
    1. Nothing in these Terms limits or excludes our liability for:
       (a) death or personal injury caused by our negligence;
       (b) fraud or fraudulent misrepresentation;
       (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
       (d) defective Goods under the Consumer Protection Act 1987.
    2. Subject to clause 15.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
       (a) any loss of profits, sales, business, or revenue;
       (b) loss or corruption of data, information or software;
       (c) loss of business opportunity;
       (d) loss of anticipated savings;
       (e) loss of goodwill; or
       (f) any indirect or consequential loss.
    3. Subject to clause 15.1 and clause 15.2 , our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
    4. Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
17. OUR LIABILITY IF YOU ARE A CONSUMER
    This clause 16 only applies if you are a consumer.
    1. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Contract.
    2. We only supply the Goods for domestic and private use. You agree not to use the Goods for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
    3. We do not in any way exclude or limit our liability for:
       (a) death or personal injury caused by our negligence;
       (b) fraud or fraudulent misrepresentation;
       (c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
       (d) any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
       (e) defective Goods under the Consumer Protection Act 1987.
18. EVENTS OUTSIDE OUR CONTROL
    
    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 17.2.
    2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
    3. If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
       (a) we will contact you as soon as reasonably possible to notify you; and
       (b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
19. COMMUNICATIONS BETWEEN US
    
    1. When we refer, in these Terms, to "in writing", this will include e-mail.
    2. If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to our address set out at the beginning of these Terms. We will confirm receipt of this by contacting you in writing, normally by e-mail. If you are a consumer and exercising your right to cancel under clause 9, please see that clause 9 for how to tell us this.
    3. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
    4. If you are a business, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
20. OTHER IMPORTANT TERMS
    
    1. We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
    2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing. However if you are a consumer and you have purchased Goods as a gift, you may transfer the benefit of the warranty in clause Error! Reference source not found.4 to the recipient of the gift without needing to ask our consent.
    3. This contract is between you and us. No other person shall have any rights to enforce any of its terms. However, if you are a consumer, the recipient of your gift of Goods will have the benefit of our warranty in clause Error! Reference source not found.4, but we and you will not need their consent to cancel or make any changes to these Terms.
    4. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
    5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
    6. If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the purchase of Goods through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree that the courts of England will have non-exclusive jurisdiction.
    7. If you are a business, these Terms are governed by English law. This means that a Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England.