Terms & Conditions
TERMS AND CONDITIONS - PLEASE READ CAREFULLY BEFORE USING THE WEBSITE
School of the Digital Age, (‘Soda Says’), welcomes you to our website www.sodasays.com (the ‘Website’) and hopes to exceed your expectations. We have a wide range of products available for sale through the Website.
Capitalized words in these Terms and Conditions, unless the context indicates otherwise, have the meaning set out below or the meaning given in the sentence where the term is defined in these Terms and Conditions.
- ‘Account’ means your account which is created when you register with us by completing the registration process on the Website.
- ‘Contract for Sale’ means the contract for the sale and purchase of the Products between you and the relevant vendor specified in the product description which incorporates these Terms and Conditions.
- ‘Order’ means your order for the purchase of a Productfrom a Vendor that you place via the Website.
- ‘Product’ means a Vendor’s goods which the Vendor promotes and invites you to offer to purchase from the Vendor via the Website from time to time.
- ‘Third Party Vendor’ means an independent third party retailer who for whom SODA: (a) markets, promotes and publishes Products through the Website; and (b) accepts and processes Orders via the Website for its Products, as described in these Terms and Conditions.
- Vendor’ means a Third Party Vendor.
In these Terms and Conditions ‘you’ or ‘your’ means you, the person using the Services being an end-user of the Website.
In these Terms and Conditions ‘we’, ‘us’ or ‘our’ means SODA as defined in section 2 of these Terms and Conditions, and to the extent these Terms and Conditions are incorporated into the Contract for Sale, the references to ‘we’, ‘us’ or ‘our’ in these Terms and Conditions should be read as a references to the relevant Vendor from whom you Ordered the Product.
In these Terms and Conditions, unless the context otherwise requires:
- words denoting the singular include the plural and vice-versa;
- headings are for convenience only and do not affect interpretation;
- a reference to an individual or person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); and
- any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
About Soda Says
SODA (Soda Says) stands for School of the Digital Age, and Soda Says is the US trading name of Broadwalk Limited, a company incorporated in the United Kingdom (company number 10458381), with its registered office at 9th Floor, 107 Cheapside, London, United Kingdom, EC2V 6DN (‘Soda Says’).
The Services and the Soda Says Market Place
Soda Says operates the Website as a digital retailer and marketplace via which Products are promoted by Soda Says and carefully selected Vendors.
The services Soda Says offers allow you to search through the Website and facilitates the Order of Products from us and Third Party Vendors.
When you purchase Products via the Website you are purchasing them a Third Party Vendor. If the seller is a Third Party Vendor, then the Vendor will be clearly identified on the Website.
Soda Says is authorized by the Third Party Vendors to conclude Contracts for Sale on their behalf but Soda Says is not a party to a Contract for Sale. Soda Says is authorized to act as the agent of the Third Party Vendors to conclude and enter into the Contract for Sale with you. This means it is the Third Party Vendor, not SODA, who is legally responsible for selling and delivering the Product to you.
Soda Says also provides some ancillary services such as providing you with customer service assistance and payment processing (acting by its payment processor) on behalf of the Vendors.
Your Order for Products is subject to these Terms and Conditions and they are incorporated into the Contract for Sale between you and the relevant Vendor.
The identity of the Vendor is shown on the product listing page of the product(s) for purchase.
Images of Products on the Website are for illustrative purposes only and the actual Products may vary from the pictures or descriptions displayed on the Website. Although Soda Says tries to make sure images and descriptions are accurate it is possible that they may not be completely accurate. We recommend you read labels, warnings, and other directions before Product use and that you do not rely solely on the information presented on the Website.
In Soda Says agreements with suppliers and Third Party Vendors Soda Says requires that the Products comply with applicable US laws and regulations.
By completing the check-out process and submitting an order by clicking the ‘Place Order’ button on the checkout page you are offering to purchase the Product [or service] from the relevant Vendor. By submitting the Order and providing your payment card details you authorize Soda Says (acting by its payment processor) to charge the relevant account to take payment for your Order on behalf of the relevant Vendor. Neither Soda Says nor the relevant Vendor will be responsible for any losses you may suffer if the payment method you use to pay for an Order if you do not have sufficient funds or credit to cover all costs of that Order.
All Orders are subject to availability and confirmation, which is determined by the relevant Vendor. When you place an Order, you will receive an acknowledgement message from Soda Says confirming receipt of your Order with relevant details. This acknowledgement email is only an acknowledgement that your Order has been received and it does not constitute acceptance of your offer to buy the Products or services Ordered. Your offer is accepted and Contract for Sale is formed, only when Soda Says sends you a dispatch confirmation email to notify you that the Vendor has accepted your Order and dispatched the Product. Only those Products listed in the dispatch confirmation email are included in the Contract for Sale between you and the Vendor.
The Vendor reserve the right not to accept your order if, for example, the Product Ordered is out of stock, has been withdrawn or is otherwise not available, or if SODA is unable to obtain authorization for your payment or if you do not meet the eligibility criteria (e.g. you are under 18).
The acknowledgement email and the dispatch confirmation email will be sent to the email address associated with your Account or, if you check-out as a ‘guest’, to the email address entered during the checkout process.
The prices shown on the Products listings do not include delivery charges. Delivery costs will vary depending on the Products you have Ordered and your delivery address. The delivery costs applicable to your Order will be displayed at checkout before you place your Order (and are included in the ‘Total Cost’ amount shown on the order summary page).
Your Order will be delivered by the relevant Vendor using a third party courier service. Please note that any estimated delivery dates displayed on the Website, or in any confirmation email or webpage, are simply estimates and do not guarantee that the Products will arrive by the estimated delivery date.
If parcels get held by customs clearance agencies there may be significant delays to delivery. These delays are beyond the Vendor’s control and the Vendor will not accept responsibility for them.
You can go through the Order process as a guest or you may choose to register for an account. You will have to provide certain information about yourself as prompted during the account registration process on the Website.
If you create an account all the registration information you submit should be truthful and accurate. If for any reason any information you submit is or becomes untruthful, inaccurate and/or incomplete, you should update that information to maintain its accuracy.
You are responsible for maintaining the confidentiality of your account log-in information (including, for example, your password). You agree to keep your username and password for your Account confidential, not to disclose your password to any other person and not to permit any other person to log in to the Website using your username and password. You should notify SODA immediately if you suspect or become aware of any unauthorized use of your account or any other breach of its security.
From to time to time, Soda Says may make changes to these Terms and Conditions. If so, Soda Says will post those changes in an updated version of the Terms and Conditions on the Website.
The Terms and Conditions (as incorporated into the Contract for Sale between you and the relevant Vendor) that will apply to your purchase of any Product will be those that are in force at the time you place your Order.
You agree not to:
- reproduce, copy and/or exploit the Website for any commercial purposes without Soda Says' prior written consent;
- use the Website in any way that causes, or is likely to cause, the Website or access to it to be interrupted, damaged or impaired in any way or to interfere in any way with the proper functioning of the Website, or to upload, post, e-mail or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Website or any computer software or hardware or telecommunications equipment associated with the Website;
- use the Website in any way that breaches any applicable local, national or international law or regulation or in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- interfere with the servers or networks connected to the Website or to violate any of the procedures, policies or regulations of networks connected to the Website, including these Terms and Conditions;
- attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Website to any third party or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Website or use any automatic or manual process to search or harvest information from the Website;
- attempt to gain access to secured portions of the Website to which you do not possess access rights;
- impersonate any other person while using the Website;
- conduct yourself in a vulgar, offensive, harassing or objectionable manner while using the Website;
- resell or export the software associated with the Website; or
- use the Website to generate unsolicited advertisements or spam.
Subject to these Terms and Conditions Soda Says grants you a non-commercial, non-transferable, non-exclusive, limited and revocable licence to use and access the Website.
Soda Says is the sole owner of the Website, which includes any software, domains, and content made available through the Website.
Any unauthorized use of the Website will result in the automatic termination of the limited licence granted by Soda Says for you to use and access the Website. Soda Says reserves the right to terminate the limited license without notice at any time following an unauthorised use of the Website.
All trade marks, logos, trade dress, service names and service marks (collectively, the Trade Marks) displayed on the Website are Soda Says property or the property of certain other third parties. You are not permitted to use the Trade Marks without Soda Says or the relevant third party’s prior written consent.
The Soda Says services and all information, content, materials, products (including software) and other services included on or otherwise made available to you through the Soda Says services are provided by Soda Says on an “as is” and “as available” basis, unless otherwise specified in writing. Soda Says makes no representations or warranties of any kind, express or implied, as to the operation of the Soda Says services or the information, content, materials, products (including software) or other services included on or otherwise made available to you through the Soda Says services, unless otherwise specified in writing. You expressly agree that your use of the Soda Says services is at your sole risk.
To the full extent permissible by law, Soda Says disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. Soda Says does not warrant that the Soda Says services, information, content, materials, products (including software) or other services included on or otherwise made available to you through the Soda Says services, Soda Says servers or electronic communications sent from Soda Says are free of viruses or other harmful components. To the full extent permissible by law, Soda Says will not be liable for any damages of any kind arising from the use of any Soda Says service, or from any information, content, materials, products (including software) or other services included on or otherwise made available to you through any Soda Says service, including, but not limited to, direct, indirect, incidental, punitive and consequential damages, unless otherwise specified in writing.
To the fullest extent permitted by law, we disclaim any implied terms as to title, merchantability, fitness for a particular purpose and non-infringement.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of obligations that is caused by events outside our reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission accident or Act of God beyond our reasonable control. Performance of our obligations under these Terms and Conditions is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Terms and Conditions may be performed despite the Force Majeure Event.
In case of unavailability of Products before or after Order, we will not be liable for any loss you suffer nor liable to you for any damages as a result of the unavailability of such Products, to the fullest extent permitted by law.
The Website may contain services and/or products (including add-ons and applications) offered by third parties other than the Vendors (‘Third Party Products and Services’).
Your use of Third Party Products and Services may be subject to additional terms and conditions which we recommend you review before first using such Third Party Products and Services. We disclaim any responsibility or liability for or in connection with your use of any Third Party Products and Services.
You may link to the Website but you agree do so in a way that is fair and does not damage our reputation or take advantage of it (such as by using a link to suggest any form of association or endorsement unless otherwise agreed by us). We reserve the right to withdraw linking permission at any time and, if we instruct you to remove a link to the Website, you agree to do so without delay.
Where the Website contains links to Third Party Products and Services, these links are provided for your information only. We have no control over the contents of those websites or resources and such links should not be interpreted as an endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
In order to use the services you must be over eighteen (18) years of age. By accepting these Terms and Conditions you confirm that you are over the age of eighteen (18).
The Products and other services offered via this Website are for consumers only and they are only to be used for non-commercial, non-business, private purposes by consumers. By accepting these Terms and Conditions you confirm that you are a consumer and not acting in the course of a business.
You can contact Soda Says by writing to email@example.com.
If you wish to get in touch with a Third Party Vendor regarding a Product or Order you can contact us and we will liaise with the Third Party Vendor on your behalf.
If Soda Says or a Third Party Vendor has to contact you we may do so by email to the address you provided when you went through the checkout process on the Website or that is registered on your Account from time to time.
Each provision or part-provision of these Terms and Conditions operates separately. If any provision or part-provision is or becomes invalid, void, illegal or unenforceable, the remaining provisions will remain in full force and effect.
Any dispute or claim relating in any way to your use of any SODA service, or to any products or services sold or distributed by SODA or through SODA.com will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to this agreement.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Soda Says. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Applicable Law: By using any SODA service, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of New York, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and SODA.
Soda Says is not a party to the Contract for Sale unless it is identified as being the seller of the Product. If the seller is a Vendor than Soda Says this will be clearly identified and the identity of the Vendor is shown via the order confirmation email. The Contract for Sale is a contract between you and the relevant Vendor, however your Order for Products is subject to these Terms and Conditions as they are incorporated into the Contract for Sale between you and the relevant Vendor. To the extent they are incorporated into the Contract for Sale, you should read references to ‘we’, ‘our’ and ‘us’ in these Terms and Conditions as references to the relevant Vendor from whom you Ordered the Products. All other aspects of the agreement formed under these Terms and Conditions are between you and Soda Says and no other person shall have any rights to enforce any of these Terms and Conditions.
Soda Says reserve the right to discontinue the availability of the Website or make changes to the Website, policies, and terms and conditions, including these Terms and Conditions at any time, without prior notice.
You will be subject to the terms and conditions, policies and the Terms and Conditions in force at the time that you order Products, unless any change to those terms and conditions, policies or these Terms and Conditions is required to be made by law or government authority (in which case it may apply to orders previously placed by you).
Soda Says shall have the right to:
- refuse or withdraw your access to the Website in accordance with applicable laws (with or without notice) if we judge that you to have violated or breached any of these Terms and Conditions;
- the right to remove or amend any listing without giving you notice or any reason;
- the right to (acting on the relevant Band’s behalf) cancel any Order or amend in part any Order without giving you notice or any reason, save that in such circumstances SODA shall, on behalf of the Vendor, refund such part of the Order as has been cancelled by it; and
- discontinue the availability, amend or update the Website including without limitation the prices of any Products and available payment methods from time to time.