Baker Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PROCEEDING WITH YOUR APPLICATION TO USE OUR SERVICES
  1. Interpretation / Definitions

    The definitions and rules of interpretation in this clause 1 apply in these Terms.

    1. Definitions

      Application Form means the form submitted by You to apply for Our Services "APP" means mobile communications APP and the Website
      Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business
      Cash payment means payment in cash by the Customer direct to you
      Company means SellMyCakes.com ("We", "Us" or "Our") incorporated and registered in England and Wales whose registered office is at Unit 1364, 109 Vernon House, Friar Lane, Nottingham, NG1 6DQ.
      Customer means any person that submits an Order via the Website
      Customer Account means an account created by a Customer through which they place an Order
      Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts, interruption or failure of utility service
      Stripe Our chosen 3rd party to handle bank transfers to your account for order payments
      BrainTree Payments / PayPal Our chosen credit/debit card processor 3rd party to handle online payments by customers
      Marketing Services means the marketing and promotional services available to You as offered by Us from time to time and whether free or at charges to be agreed
      Menu means a detailed list (as varied by You from time to time) of Your Products which you wish to make available via the Website to the Customer including Product prices and all other information as required by these Terms
      Online Payment means a payment by the Customer to Us, as your agent, for the Order through the Website
      Order means the Customer's order for Products submitted to Us via the Website
      Order Offer / Bespoke Cake Enquiry means the Customer's offer made via the Website to You to process and deliver the Order to the Customer
      Order Transmission Method means Your method of accepting or declining Order Offers as detailed in the Settings or agreed between the parties from time to time
      Portal means the online portal detailing the Settings and Information
      Products means the food and/or drink as set out in the Menu available to Customers from You through the Website
      Services means the services provided by Us, namely
      1. Menu building service
      2. as disclosed agent for You, accepting Orders from Customers via the Website,
      3. processing such Orders to You
      4. taking payment for You from Customers
      5. such optional promotional activity as We make available from time to time and You agree to
      Transaction Charge means the charge of 10% this may be amended in future but we will notify you of any changes
      Settings means the Baker Id, Password, Service Charge and Fee details as set out on the Portal
      Territory means the United Kingdom and the Channel Islands
      Website means www.sellmycakes.com or such other site as We determine from time to time
      "You", "Your" or "Yours" means any person, firm or company or unincorporated association which subscribes to the Service by executing the relevant Application Form


    The following terms and conditions ("Terms") supplement the Application Form executed between You and Us. The Terms, the Application Form, Privacy Policy, Cookie Policy, Website Terms of Use and the information set out on Portal together are referred to as the "Agreement".
  2. Your Responsibilities

    1. This Agreement shall commence the moment you submit an application form via our website or give permission for your bakery to be included in our service.
    2. When the Agreement commences, you will have access to our portal to maintain your bakery with your email address as your username and the password you have provided us with
    3. You are solely responsible for maintaining the confidentiality of Your username and password and are fully responsible for all activities that occur using such username and password. You agree to notify Us immediately if at any time You become aware of any unauthorised use of Your username and Password or any other breach of security
    4. From time to time, We may email You to participate in special promotional campaigns or offer special terms (including without limitation in respect to Service Charge) if You agree to participate. The special terms available, along with any conditions for participation, such as offering promotional discounts to Customers or the display of any promotional or other logos in Your bakery and/or on Your website ( "Campaign Conditions"), will be communicated via email or via Your account on the Website. You expressly agree that, if You choose to participate in the special promotional campaign, You shall do so for the duration of the campaign (or for any minimum period specified by Us) ( "Campaign Period") and shall comply with all the Campaign Conditions. In the event that You withdraw from the campaign before the end of the Campaign Term or do not comply with, or cease to comply with, the Campaign Conditions during the Campaign Term, We shall be entitled to withdraw any special terms made available to You in respect to the campaign. When We notify You of any campaigns or special terms, You are deemed to accept unless you opt out.
    5. You warrant that You are based in the Territory, have broadband at Your bakery and understand that the Services only apply in the Territory.
    6. You agree that you will provide true, accurate and complete information about Yourself and Your business on the Application Form and as requested from Us from time to time including the full name(s) of the person(s) or limited company owning the business, Your full contact details, address, email addresses and mobile telephone number (the "Information").
    7. You will maintain and promptly update the Information We hold about You to keep it true, accurate, current and complete. You shall review the Portal on a regular basis and promptly advise Us of any changes and update them yourself where the facility exists.
    8. You will maintain your menu and your cake selection. We are not responsible for any errors in entry of information around the cakes nor any allergy information
    9. You warrant that You will make available on your Menu or elsewhere on the Website, and keep up to date, all information required for consumers in accordance with all applicable laws, regulations and codes of practices and industry standards, in particular under the Consumer Rights Act 2014, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and, in respect of allergen information, the Food Information Regulations 2014.
    10. You undertake to obtain, at all times maintain and provide at Our request, copies of all necessary licences and consents and to comply at all times with the all applicable food business and other laws and regulatory requirements including but not limited to all health and safety and data protection legislation.
    11. You shall inform Us immediately if any necessary licence or consent expires or is terminated or of any investigation by any Government body into You or Your business practices and disclose the results of such investigation to Us.
    12. It is Your sole responsibility to ensure the prices for the Products as set out in the Menu are correct. You will be solely responsible for advising Us of any Product price changes.
    13. You agree that if a Customer is introduced to Us, by Us or You to our Website or APP, you will not solicit the future custom of that Customer outside of the Customer using the APP during the period of this Agreement or for twelve months thereafter.
  3. Order Acceptance

    1. We, as Your agent, procure Orders from Customers and transmit these Orders to You in the form of Order Offers. These Order Offers must be promptly accepted or declined by You using the Order Transmission Method.
    2. You agree that once You have accepted an Order Offer using the Order Transmission Method You will provide and update the Tracking Details (as appropriate) on Your Portal which will update the Customer on their Customer Account as to the progress of their Order
    3. All Your employees, agents and representatives shall be deemed to have the necessary authority to accept the Order Offer. We are not obliged to seek verification as to the status of any person reached at Your supplied telephone numbers or for any person with knowledge of Your login credentials
    4. Customers who are offered Products by You through the Website must not be disadvantaged in any way or receive a lower level of service or inferior sale conditions when compared to the goods and services offered by You direct to members of the public and orders received direct from members of the public.
    5. The use of e-mail shall be considered by us as constituting written notice between us.
  4. Service Availability


    We intend to make the Website available to Customers for a period of 24 hours per day but offer no guarantee that the Service will be available at any particular time or continuously. We will not be responsible for any lack of availability or applicability of the Website.
  5. Price & Payment

    1. The fee payable by You for the Services comprises of transactional charges and any subscription fees (these will be made clear to you on application sign up)
    2. The Transaction Charges, if and when applicable, will be due and payable to Us for every accepted debit or credit card Order, irrespective of any subsequent cancellation or change by the Customer or You. The Transaction Charges are calculated using Our data and records.
    3. We will, every Friday from the date of the payment statement transfer (which will be after delivery / collection of the cake order) to You by bank transfer the balance of the Online Payments as set out in the statement after payment of all charges.
    4. We reserve the right to deduct any amounts past, present or future owed to Us by You out of the Online Payments before the balance of those payments is transferred to You
    5. Value Added Tax (VAT), where applicable, will be added at the appropriate rate to the total of all charges shown
    6. Time for payment of the Difference is of the essence.
    7. Any Difference which is overdue will be charged interest at 4% per year over HSBC Bank PLC base rate from the due date of payment until the actual date of payment. In the event of any account being referred to a third party for collection, a surcharge of 5% per year over HSBC Bank PLC base rate will be levied on such amount per year or part year, in addition to any legal charges incurred by Us as a result of the overdue account.
    8. In the event that the Difference remains unpaid after the invoice due date, We may discontinue, withhold or suspend the Services. We will not and cannot be held liable for loss of business, revenue or goodwill resulting from the suspension, withholding or discontinuation of the Services.
    9. If You dispute the Weekly Orders Statement or Difference, You must notify Us in writing within 7 days from the date of the Weekly Orders Statement. Failure to notify Us shall constitute a waiver by You of any claim relating to the disputed invoice.
    10. We are entitled to offset any debt or claim of any nature which We might have against You against any sums due from Us to You.
    11. You acknowledge that if a Customer pays for an Order by way of an Online Payment We will be responsible for any credit or debit card charges in our Transaction Charge. You further acknowledge that if a Customer pays for an Order by way of an Online Payment and payment is withheld due to the failure by You to comply with the Order or due to misuse of the credit or debit card You will not be entitled to payment from Us
    12. We may review our charges from time to time provided that charges will not be increased or decreased more than once in any 6 month period. We will give You written notice of any such increase 30 days before the proposed date of that increase. If such increase is not acceptable to You, You may, within 14 days of such notice being received terminate the Agreement with immediate effect by giving Us written notice.
    13. If your payment fails or you request its return we reserve the right to charge an administration fee of £30 per failed attempt.
    14. You are responsible for refunds where a customer has paid You directly via cash or credit or debit card.
  6. Confidentiality

    1. A party ("Receiving Party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to, or otherwise obtained by, the Receiving Party by the other party ("Disclosing Party"), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
    2. This clause 6 shall survive termination of the Agreement.
  7. Assignment & Subcontracting

    1. You shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement without Our prior written consent.
    2. We may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under these Terms.
    3. We may subcontract or delegate in any manner any or all of its obligations under these Terms to any third party.
  8. Limitation of Liability YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

    1. We shall under no circumstances whatsoever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of contracts, potential Orders, goodwill, reputation or any indirect or consequential loss arising under or in connection with the Agreement; and

      Our total liability to You in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100.
    2. To the extent permitted by law, We provide the Service on an "as-is" and "as available" basis and make no representation or warranty of any kind, express or implied, regarding the availability of the Service, or that it will be timely or error-free, that defects will be corrected, or that the hardware and software that makes it available are free of viruses or other harmful components.
    3. Customers will be invited to submit ratings and reviews that are published on Our website. These represent the opinions of the Customers and are not endorsed or approved by Us in any way.
    4. This clause shall survive the termination of the agreement
  9. Indemnity & Complaints YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

    1. You shall keep Us indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Us as a result of or in connection with:

      1. any claim made against Us by a third party arising out of, or in connection with, a breach of, negligent performance or failure or delay in performance of this Agreement by You, Your employees, agents or subcontractors;
      2. any claim brought against Us for actual or alleged infringement of a third party's Intellectual Property Rights;
      3. any claims made by Customers relating to an Order supplied by You; and
      4. any claims made by Customers relating to the failure by You to fulfil such Orders.
    2. If We receive any complaints about the cake, it's delivery or the packaging we will forward these to you to deal with.
    3. If We receive refund requests from a Customer before the order is completed and before we have paid you for the order we will process the refund and make you aware that we have done so. Subject to clause 8.1 We accept no liability in connection with any complaints. If the refund is requested after we have paid your bank account we will refund the customer but take the funds back from your nominated bank account.
    4. For the duration of this Agreement, You shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with this Agreement and shall, on request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
    5. This clause shall survive the termination of the agreement
  10. Intellectual Property

    1. You may not print, copy, reproduce, download, republish, broadcast, transmit, display, modify or reuse the materials available through the Service for anything other than personal, non-commercial use, including in particular any purpose which publicly resells or re-uses the materials, without Our prior written consent.
    2. All copyright, trademarks and other intellectual property rights relating to this Service (including without limitation the business name, website design, text, graphics, logos, icons, images and all software, databases and source code connected with the Service ("the Intellectual Property Rights") are owned by or licensed to Us or otherwise used by Us as permitted by law.
    3. You may include Our logo on Your promotional material for the purpose of advertising the Service to potential Customers upon Our prior written consent.
    4. You warrant that Your business name, menu, logo and any other materials used as part of the Service ( "Your Intellectual Property Rights") by Us do not infringe or conflict with the Intellectual Property Rights of any third party.
    5. You grant Us a non-exclusive, royalty free, perpetual worldwide licence to copy, re produce, publish, display and use Your Intellectual Property Rights for the provision of the Service which will include the right for Us to engage in search engine and affiliate marketing and the purchase of domain names for the purpose of the advertising and promotion of the Service and You.
  11. Severance

    1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. Failing such agreement, the provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not

      possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
  12. Termination

    1. We may at any time, without notice and at Our sole discretion, withdraw or restrict any of the services and/or access rights to the Services. Before termination of your account we will ensure all funds that are due to be deposited are settled.
    2. We may without prejudice to Our other rights or remedies, terminate this Agreement immediately by written notice to You.
    3. On termination of Services offered by Us to You, all Our duties under this Agreement will be terminated.
    4. Any sums owing to You upon termination or suspension of this Agreement shall be calculated and paid in accordance with our agreement
    5. You may terminate your account by providing written notice of 1 calendar month. Once noticed is served we will not accept allow the placement of any new orders via our service. You must complete, cancel or reject all remaining orders before the service is terminated and we are not liable for any issues that arise from the cancellation of our services
  13. Waiver

    1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
    2. A failure or delay by Us to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
  14. Variations

    1. We reserve the right to vary these Terms from time to time on fourteen days prior notice to you. You are advised to check the Website to see if the terms have been varied. Your continued use of the Services will be deemed to be acceptance of a variation. If you do not wish to accept the Terms as varied, You may, within 14 days of such notice being received terminate the Agreement with immediate effect by giving Us written notice Subject to this, no variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  15. Entire agreement

    1. This Agreement constitutes the entire arrangement and understanding between the parties and supersedes and extinguishes all prior Agreements, negotiations and discussions relating to the subject matter of this Agreement. Each party acknowledges that in entering into and performing this Agreement it does not do so on the basis of, and does not rely on any statement or

      representation (whether innocent or negligent, but excluding fraudulent representations) or warranty or understanding other than as expressly contained in this Agreement at the date hereof or subsequently included within this Agreement pursuant
  16. Notices

    1. Any notice, approval, consent, request, instruction or document to be given or made under these Terms shall be in writing and may be delivered by hand to the relevant party or sent by first class post, recorded delivery letter, registered airmail or by e-mail to the address or e-mail address specified in the Settings or such other address or e-mail address which may be notified by that party in accordance with this Clause and will be effective notwithstanding any change of postal or e-mail address not so notified.
    2. Any such notice shall be deemed to have been received:

      1. if delivered personally, at the time of delivery;
      2. in the case of first class post or recorded delivery, 48 hours after the date of posting; and
      3. in the case of email at the time of transmission
    3. If deemed receipt occurs after 5:00pm on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9:00am on the next following Business Day.
  17. Force Majeure

    1. If a party is prevented, hindered or delayed in or from performing any of its obligations under these Terms by a Force Majeure Event ( "Affected Party"), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
    2. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than two months, the party not affected by the Force Majeure Event may terminate these Terms by giving one week's written notice to the Affected Party.
  18. Governing Law and Jurisdiction

    1. 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 laws of England and Wales.
    2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation.
  19. Third Party Rights

    1. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This shall not affect any right or remedy of a third party that exists or is available apart from under that Act.