This Agreement is made on the 2nd day of July 2024

Between

Arcade Depot Limited

And:

website users

Parties

Arcade Depot Limited, a company registered in England with company number 12224703 and having its registered office at 8 Joyce Avenue, Stoke on Trent, ST6 7PF (“the Company”);

Any individual or entity that accesses or uses the website located at arcadebits.co.uk (“the User”).

Background

Arcade Depot Limited operates an online e-commerce store located at arcadebits.co.uk (the “Website”). The Website allows users to place orders and browse information.

These terms and conditions (“Terms”) govern the use of the Website. By using the Website, products or services from the Website the User agrees to be bound by these Terms.

The Website, its content and any goods/services ordered through the Website are provided subject to the User’s acceptance without modification of these Terms.

This agreement 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) shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Definitions

“Agreement” means these terms and conditions.

“Business Day” means any day other than a Saturday, Sunday or public holiday in England when banks in England are open for business.

“Company” has the meaning given in clause [1] of the Parties section.

“Content” means all text, images, video, audio or other multimedia content, software or other information or material submitted to or through the Website by the User.

“Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order” means an order for goods and/or services placed by the User through the Website.

“Payment Methods” means payment for Orders by credit card, debit card or other accepted payment methods as designated on the Website.

“Personal Data” has the meaning given to it in the Data Protection Legislation of England.

“User” has the meaning given in clause [2] of the Parties section.

“Website” means the website located at arcadebits.co.uk or any successor website notified to the User by the Company.

Intellectual Property

Ownership of Website Content. The Company owns all intellectual property rights in the Website and its content, including but not limited to copyright, database rights, trade marks, logos, designs, text, graphics, images, video, audio, software, source and object code, and the selection and arrangement thereof.

User Content. Users retain ownership of any intellectual property rights they hold in content uploaded by them to the Website. Users grant the Company a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute such content in any existing or future media.

License to Use Website. The Company grants users a limited, revocable license to access and use the Website for its intended purposes. Any use of the Website beyond its intended purpose is prohibited.

Brand Features. Trademarks, logos and service marks displayed on the Website are registered and unregistered trademarks of the Company. Nothing on the Website should be construed as granting any license or right to use any trademark displayed without written permission of the Company.

User Obligations. Users must not copy, modify, distribute or re-post content from the Website without permission. Users must respect the intellectual property rights of others in any content uploaded to the Website.

Reservation of Rights. The Company reserves all intellectual property rights not expressly granted in these Terms.

Permissions and Licenses

The Company hereby grants the User a non-exclusive, non-transferable, revocable license to access and use the Website and its content for its intended personal, non-commercial purposes.

The Company owns all intellectual property rights in the Website, its content, databases, software, trade names, service marks, logos and other intellectual property related to the Website. The User has no rights in any intellectual property of the Company except the right to use the Website as permitted in these Terms.

By submitting any content (including without limitation reviews, ratings, comments or any other material) on or through the Website, the User hereby grants to the Company a perpetual, irrevocable, worldwide, royalty-free, sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such content and derivative works thereof in all media now known or hereafter devised for the Company’s business purposes.

The User shall not copy, modify, distribute, republish or store any of the content on the Website without the Company’s prior written permission.

The User shall not access or use the Website for any unlawful or unauthorized purpose.

User Obligations

The User agrees and warrants that any information provided to the Company during registration or at any other time is true, accurate and complete. The User agrees to promptly update their information if any details change.

The User shall only use the Website for its intended purpose and shall not damage, disable, overburden or impair the Website or the Company’s servers. The User is responsible for maintaining the confidentiality of their login details and must notify the Company immediately of any unauthorized use of their account or breach of security.

The User shall comply with all applicable laws including data protection, intellectual property, anti-spamming and unsolicited communications when using the Website.

The User shall not post any content on the Website that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy or hateful. The User shall not post any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.

Account Registration

The User represents and warrants that they are legally permitted to register an account and use the Website.

To register an account, the User must provide their name, email address and create a password. The User is responsible for ensuring this registration information is accurate and kept up to date.

The User must keep their login details confidential and not disclose them to any other person. The User is responsible for all activities conducted through their account. The Company is not liable for any loss or damage arising from the User’s failure to maintain the security of their login details.

The Company reserves the right to refuse registration of an account or terminate an existing account at any time at its absolute discretion.

An account may only be used by the individual User and must not be shared with or transferred to any other person.

The User agrees to use their account to access the Website in accordance with all applicable laws.

Ordering

Placing an Order. The User may submit an order through the Website by selecting the items the User wishes to purchase and clicking the “Purchase” button. All prices and descriptions of goods displayed on the Website at the time of placing an order shall be binding.

Order Acceptance. The Company shall send an email to the User acknowledging receipt and acceptance of the User’s order (“Order Confirmation”). The contract between the User and the Company shall be formed upon the Company’s issuance of the Order Confirmation.

Payment. Unless otherwise agreed by the Company in writing, the User shall pay the full amount due under the order at the time the order is placed using one of the payment methods specified on the Website. No order shall be deemed accepted by the Company unless and until full payment is received.

Delivery. The Company shall dispatch orders placed in accordance with these Terms within 3 Business Days of receipt of full payment. Standard delivery shall be made within 3 Business Days within the United Kingdom. Expedited or international delivery options may be available at an additional cost.

Cancellation Rights. For orders placed online, the User may cancel the contract within 14 days from the date of delivery of the goods without giving any reason.

Returns. If the User wishes to return any goods, the User must notify the Company within [NUMBER] days from delivery and return the goods in their original condition and packaging within [NUMBER] days of notifying the Company. Upon receipt of the returned goods, the Company shall refund the price paid for the goods excluding initial delivery costs.

Payment

Payment methods. The Company accepts the following payment methods for orders: credit card, debit card and PayPal.

Payment processing. Upon placing an order, the User will be redirected to PayPal to securely enter their payment details. Payment will be processed by PayPal and the User’s payment information is governed by PayPal’s own terms and conditions and privacy policy.

Cancellation before payment. The User may cancel their order at any time before full payment is taken by notifying the Company. Once payment is complete, the cancellation policy in clause 8 will apply.

Failed payments. If payment fails or is declined, the Company will notify the User via email. If payment is not received within 3 days of the original order date, the order will automatically be cancelled and no delivery will occur until full payment is received.

Refunds. Any applicable refunds for cancelled orders under these Terms will be processed in accordance with the returns and refunds policy under clause 9. Refunds will be issued via the original payment method only.

Delivery

Estimated delivery timelines. The Company will use reasonable efforts to dispatch orders within 3 Business Days of acceptance of order. Estimated delivery timelines are estimates only and not guaranteed.

Delivery address. The User must provide a valid delivery address at the time of placing an order. The Company will not be liable for delayed or failed delivery where the User provides an incorrect address.

Delivery charges. The User is responsible for payment of any delivery charges as specified during the ordering process.

Risk and ownership. 8.4.1 Risk in goods passes to the User on delivery. 8.4.2 Ownership passes to the User on receipt of full payment for the goods.

Proof of delivery. The Company may obtain a proof of delivery signature as confirmation of delivery. This signature will be conclusive proof that the order has been delivered.

Failed first delivery. If the Company is unable to deliver on the first attempt, a card will be left detailing how to rearrange delivery. If delivery cannot be rearranged, the order will be returned to the Company’s premises.

Returns and Refunds

The User may cancel their Order within 14 days of receipt of the goods without giving any reason.

To cancel an Order, the User must inform the Company in writing or by email.

The User must return the goods to the Company within 14 days of cancelling the Order.

The User must return the goods in their original condition and packaging.

The Company will refund the price paid for returned goods that are received in their original condition within 14 days of confirming receipt of the returned goods.

The Company will not refund the costs of returning goods to the Company, which will be the User’s responsibility.

The Company will refund any standard delivery costs paid by the User when the goods were originally dispatched.

If the User wishes to exchange goods for another item, clauses 9.1 to 9.2 will apply except that any refund will be in the form of a credit to the User’s account for the same value as the returned goods.

Some goods cannot be returned, such as custom/personalised items. No refund or exchange will be given for these items once the Order is confirmed.

The Company may deduct costs from any refund where goods are returned in a damaged or degraded condition preventing resale.

Warranties and Disclaimers

The User uses the Website at their own risk. The Company does not warrant the accuracy, completeness or correctness of any information on the Website.

The Company does not warrant that the Website will be constantly available, uninterrupted or error free. Access to the Website may be suspended to allow for repairs, maintenance or upgrade of the Website.

The Company warrants that it has title to any goods/services sold and the right to sell them.

The Company warrants that any goods/services sold shall not infringe any intellectual property rights of a third party.

The User shall have quiet enjoyment of any goods/services purchased.

The Company does not warrant that any goods/services are fit for any particular purpose unless expressly confirmed in writing.

The Company does not warrant that any goods/services are of satisfactory quality or merchantable under the Sale of Goods Act 1979.

Any views or opinions expressed on the Website by third parties are not the views of the Company. The Company accepts no responsibility or liability for any third party content on the Website.

Limitation of Liability

The Company shall not be liable for any indirect, special or consequential loss including loss of profits, business revenue, goodwill or anticipated savings.

The Company’s total liability shall not exceed the total amount paid by the User for the relevant goods/services.

The Company shall not be liable for any content provided by third parties [including other users, advertisers etc.].

The Company shall not be liable for any failure or delay in performing obligations where such failure or delay results from events outside its reasonable control.

Any exclusion or limitation on liability under these Terms shall only apply to the extent permitted by law.

Indemnity

The User shall indemnify and hold harmless the Company from any losses, damages, liability, claims, demands, costs and expenses resulting from any breach of these Terms or any activity related to the User’s account. This includes legal costs reasonably incurred by the Company in relation to any breach.

The indemnity obligation in clause 12.1 shall not apply to the extent a claim arises from the Company’s negligence or breach of these Terms.

The User shall conduct any claims brought against the Company and shall not settle any claims without the Company’s prior written consent.

The Company shall be permitted to exclusively control the defence or settlement of any claim.

The indemnity obligations set out in this clause 12 shall survive termination of this agreement.

Termination

The Company may terminate this agreement at any time by giving the User 30 days’ notice.

The Company may terminate this agreement immediately if:

the User breaches any of these Terms; or

the User becomes subject to any form of insolvency proceedings.

Upon termination of this agreement for any reason:

all licenses and permissions granted by the Company to the User shall terminate;

the User must promptly pay all outstanding fees due to the Company;

the Company may delete the User’s account and all personal data associated with it; and

clauses relating to limitations of liability, indemnities and governing law shall continue in force.

Privacy

The Company will collect personal data about the User when the User registers an account or places an order through the Website.

The personal data collected may include the User’s name, address, email address and payment details.

The purposes for which personal data is collected include fulfilling orders, marketing the Company’s products and services, and complying with applicable laws.

The Company will store the User’s personal data on secure servers located within the European Economic Area.

The Company has implemented appropriate technical and organisational security measures to protect the User’s personal data from loss, misuse, alteration or destruction.

The Company will not share the User’s personal data with any third parties without the User’s prior consent, except if required to do so by law.

The User has the right to access, rectify or erase their personal data held by the Company. The User may also withdraw their consent to the processing of personal data at any time.

The Company will retain the User’s personal data for as long as necessary to fulfil the purposes outlined in clause 14.1.2 or as required by applicable law.

In the event of a data breach, the Company will notify the User without undue delay.

The Company’s data protection officer can be contacted at [EMAIL ADDRESS] or [POSTAL ADDRESS] for any queries relating to privacy or personal data.

Dispute Resolution

The parties shall attempt to resolve any dispute arising out of or relating to these Terms through negotiations between their appointed representatives who have the authority to settle such disputes.

If negotiations under Clause 15.1 do not resolve the matter within 45 days of receipt of a written invitation to negotiate, the parties will attempt to settle it by mediation in accordance with the Model Mediation Procedure of the Centre for Effective Dispute Resolution.

To initiate mediation, a party must give notice in writing to the other party, inviting it to mediation. A copy of the invitation should be sent to CEDR. The mediation will start not later than 90 days after the date of the notice.

The mediation will take place in London and the language of the mediation will be English.

If the dispute is not resolved by mediation within 30 days of the mediation starting, or either party will not participate in the mediation, the dispute may be referred to the courts of England and Wales in accordance with Clause 15.6.