Terms of Service

1. Definitions

In these terms, the following words have the meanings set out next to them:

• "Acceptance Date" means the date 30 days after issue of a quotation or Sales Agreement to the Customer.
• "Commencement Date" means the date of delivery of the Equipment to the Delivery Address.
• "Consumables" means coffee beans, ground coffee, freeze-dried coffee, powdered milk, chocolate, cleaning products and any other ingredients or cleaning items supplied for use in the Equipment.
• "Customer" means the company, partnership, sole trader or individual identified in the Sales Agreement, invoice or quotation.
• "Delivery Address" means the address for delivery and installation of the Equipment stated in the Sales Agreement.
• "Equipment" means the coffee machine, grinder or related equipment supplied to the Customer.
• "Extended Term" means successive periods of 12 months following the Minimum Term, until terminated in accordance with these terms.
• "Free-on-Loan" means the supply of the Equipment without a rental charge, conditional on the Customer's commitment to order a minimum value of Consumables in accordance with Section 7.
• "Lease Agreement" means the lease agreement entered into between the Customer and a Leasing Provider for the use of the Equipment, where applicable.
• "Leasing Provider" means the third party finance company that enters into the Lease Agreement with the Customer as owner of the Equipment.
• "Maintenance" means the supply of an engineer to inspect, service or repair an item of Equipment, subject to these terms.
• "Minimum Term" means the minimum period of the Sales Agreement, as stated in the Sales Agreement, beginning on the Commencement Date.
• "Other Products" means cups, lids, stirrers, sugar and other items supplied for use with the Equipment which are not Consumables.
• "Sales Agreement" means the order form, quotation acceptance or written agreement signed or accepted by the Customer, together with these terms.
• "Split Bean", "we", "us" or "our" means Split Bean Coffee Company Limited.

2. Application of these terms

These terms apply to every supply of Equipment, Consumables, Other Products and services by Split Bean to the Customer. They form the entire agreement between Split Bean and the Customer in relation to that supply. No other terms apply, whether implied by trade, custom, practice or course of dealing, and the Customer acknowledges it has not relied on any statement, promise, representation or warranty made or given by Split Bean which is not set out in the Sales Agreement.

The Customer warrants that the Sales Agreement is entered into wholly or predominantly for the purposes of a business carried on by the Customer. Where the Customer is an individual purchasing for personal use outside of any trade or business, nothing in these terms affects the Customer's statutory rights under the Consumer Rights Act 2015.

If the Customer is purchasing on behalf of a business, the person signing or accepting the Sales Agreement warrants that they are authorised to enter into a binding contract on behalf of that business. The Customer must be at least 18 years of age.

The Customer acknowledges that it has selected the Equipment, Consumables and services in reliance on its own skill, judgment and assessment of suitability for its intended use, and not on any statement or recommendation made by Split Bean, save for any specification or representation expressly set out in the Sales Agreement.

3. Quotations and order acceptance

A quotation issued by Split Bean is valid for 30 days from the date of issue unless otherwise stated. Quotations are an invitation to treat and not an offer capable of acceptance, save as expressly stated.

An order is formed when the Customer signs or accepts the Sales Agreement (whether by electronic signature, written confirmation, or email confirmation) and Split Bean issues an order confirmation. On signature or acceptance, the order is irrevocable, binding and non-cancellable except in accordance with Section 11.

Split Bean reserves the right to revise the quoted price prior to acceptance if more than 30 days have passed since the quotation was issued, or if Split Bean obtains a materially adverse credit report in respect of the Customer. The Customer is not obliged to proceed if it does not accept the revised price.

4. Pricing and payment

Prices are quoted in pounds sterling and are exclusive of VAT unless expressly stated. VAT and any other applicable taxes or duties will be added to invoices at the prevailing rate.

Unless otherwise agreed in writing, full payment for purchased Equipment is due on or before delivery. Invoices for Consumables, Other Products, Maintenance and other ongoing services are issued monthly and are payable within 30 days of the invoice date.

If the Customer fails to pay any sum due by the due date, Split Bean shall be entitled to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until payment is received in full, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Split Bean shall also be entitled to recover the fixed sum due under that Act and any reasonable costs incurred in recovering the debt.

Where payment is by direct debit, the Customer shall pay an administration fee of £20.00 plus VAT for any unpaid or returned direct debit.

Split Bean may revise the prices charged for Consumables, Other Products, Maintenance and other ongoing services from time to time on 30 days' written notice to the Customer. Such notice may be given by invoice notation, email or post.

Any dispute relating to an invoice must be raised in writing within 7 working days of the invoice date. Disputes raised after this period will not be considered, save in respect of manifest error.

5. Outright purchase

Where the Sales Agreement specifies outright purchase of the Equipment:

• The Customer agrees to purchase the Equipment at the price stated in the Sales Agreement.
• Full payment is due on or before delivery, unless otherwise agreed in writing.
• Title to the Equipment shall not pass to the Customer until Split Bean has received payment in full of all sums owed by the Customer in respect of the Equipment and any other goods or services supplied. Until title passes, the Customer holds the Equipment as bailee for Split Bean and must keep it separate and identifiable.
• Risk in the Equipment passes to the Customer on delivery to the Delivery Address.
• Until title passes, Split Bean may at any time, upon notice to the Customer, require the return of the Equipment. If the Customer fails to return the Equipment within a reasonable time, Split Bean or its authorised representatives may, without further notice and at the Customer's expense, enter any premises owned, occupied or controlled by the Customer where the Equipment is located in order to recover possession.

6. Lease through a third-party Leasing Provider

Where the Sales Agreement specifies that the Equipment is to be financed by way of a Lease Agreement with a third-party Leasing Provider:

• Split Bean shall introduce the Customer to a potential Leasing Provider. The Lease Agreement is a contract between the Customer and the Leasing Provider, not Split Bean.
• The Customer acknowledges that it has been advised to read and consider the terms and conditions of the Lease Agreement, and has been given sufficient opportunity to do so, before entering into it.
• Ownership of the Equipment shall remain with the Leasing Provider at all times. Risk in the Equipment passes to the Customer on delivery to the Delivery Address.
• Split Bean's obligations under the Sales Agreement are conditional on the Customer obtaining lease approval from the Leasing Provider and entering into the Lease Agreement.
• If the Customer fails to obtain lease approval, or fails or refuses to enter into the Lease Agreement once approved, the Customer remains liable for the full price of the Equipment to Split Bean. In such circumstances, Split Bean may at its discretion offer the Customer the option to purchase the Equipment outright on the terms of the Sales Agreement, or terminate the Sales Agreement and charge the cancellation fee set out in Section 11.
• On expiry of the Lease Agreement, the Customer may purchase the Equipment from the Leasing Provider in accordance with the Lease Agreement, or return the Equipment as required by the Lease Agreement.

7. Free-on-Loan

Where the Sales Agreement specifies that the Equipment is supplied on a Free-on-Loan basis:

• Split Bean agrees to supply the Equipment without a rental charge, conditional on the Customer's binding commitment to order a minimum value of Consumables and Other Products from Split Bean during each agreed period of the Minimum Term and any Extended Term, as stated in the Sales Agreement.
• Ownership of the Equipment shall remain with Split Bean at all times. The Customer holds the Equipment as bailee for Split Bean.
• The Customer shall ensure that any markings indicating that the Equipment is the property of Split Bean are maintained in place at all times and not removed, obscured or altered.
• Risk in the Equipment passes to the Customer on delivery to the Delivery Address. The Equipment remains at the sole risk of the Customer until it is redelivered to Split Bean.
• The Customer shall insure the Equipment for its full replacement value against all risks for the duration of the agreement and shall provide evidence of such insurance on request.
• If the Customer fails to order the minimum value of Consumables in any agreed period, Split Bean shall be entitled to invoice the Customer for the shortfall, calculated as the difference between the value ordered and the agreed minimum, and the Customer shall pay the invoiced amount on demand.
• Split Bean reserves the right, on notice to the Customer, to convert the Free-on-Loan arrangement to a paid rental at Split Bean's then-current rental rate if the Customer persistently fails to meet the minimum Consumables commitment.
• On termination of the Sales Agreement for any reason, the Customer must make the Equipment available for collection by Split Bean at the Delivery Address and grant Split Bean reasonable access to recover it. The Customer is responsible for any damage to the Equipment beyond fair wear and tear and shall reimburse Split Bean for the cost of repair or, where the Equipment is irrecoverable or beyond economic repair, its full replacement value.

8. Delivery and installation

Split Bean will use reasonable endeavours to deliver and install the Equipment within the timeframe estimated in the Sales Agreement, but delivery and installation dates are estimates only and are not guaranteed. Time of delivery is not of the essence.

The Customer shall ensure that the Delivery Address is ready for delivery and installation on the agreed date. This includes (without limitation) ensuring that:

• There is an adequate supply of wholesome drinking water available at the installation point.
• There is a safe, correctly-rated electrical supply for the Equipment.
• The installation location is suitable, accessible and prepared.
• Any preparatory works (plumbing, electrical, joinery) required prior to installation are completed.
• A representative of the Customer is present at the Delivery Address on the agreed date to receive the Equipment and accept installation.

If Split Bean is unable to deliver or install the Equipment on the agreed date because the Delivery Address is not ready, access is not provided, or the Customer otherwise fails to comply with its obligations, Split Bean shall be entitled to charge an abort fee at its then-current rate to cover the wasted visit and the cost of rescheduling.

The Customer shall inspect the Equipment on delivery and notify Split Bean in writing of any visible defects, damage or shortages within 5 working days of delivery. The Customer shall notify Split Bean of any non-visible defects within 14 days of the date on which the defect was discovered or ought reasonably to have been discovered. If no such notice is given, the Equipment shall be deemed to have been accepted in accordance with the Sales Agreement, without prejudice to any rights the Customer may have under the manufacturer warranty or, where the Customer is a consumer, under the Consumer Rights Act 2015.

9. Customer obligations

The Customer shall, for the duration of the Sales Agreement:

• Not move the Equipment from the Delivery Address without Split Bean's prior written consent (except where the Customer has purchased the Equipment outright and title has passed).
• Allow Split Bean, its engineers and authorised representatives access to the Equipment at all reasonable times for the purposes of inspection, Maintenance, repair or recovery.
• Use the Equipment only for its intended purpose and in accordance with any operating instructions provided.
• Ensure the water supply is fitted with an operational scale-reducing filter supplied by Split Bean (or an equivalent filter approved by Split Bean in writing) and that the filter is replaced in accordance with the manufacturer's schedule.
• Clean the Equipment daily in accordance with the cleaning instructions provided, and use only cleaning products supplied or approved by Split Bean.
• Where applicable, arrange and pay for routine statutory inspection and certification of the Equipment (for example, under the Pressure Systems Safety Regulations 2000 where the Equipment incorporates a steam boiler).
• Arrange and pay for routine portable appliance testing (PAT testing) of the Equipment as required to ensure electrical safety.
• Notify Split Bean promptly of any defect, malfunction or damage to the Equipment.
• Not interfere with, modify, repair or attempt to repair the Equipment or its software settings, except by or with the prior written consent of Split Bean.
• Where the Customer requires the Equipment to be connected to its IT network, arrange such connection at its own risk. Split Bean shall have no liability for any loss or damage arising from any such network connection.

10. Consumables, Other Products and exclusive supply

The Customer shall order all Consumables and Other Products for use in or with the Equipment from Split Bean and shall not use any third party consumables in the Equipment, save with Split Bean's prior written consent. Use of unapproved consumables may invalidate any warranty and entitle Split Bean to charge for any Maintenance arising as a result.

Ownership of Consumables and Other Products shall remain with Split Bean until the relevant invoice is paid in full. Unused stock is presumed covered by the most recent invoice.

Where Consumables are unavailable, Split Bean may substitute alternative items of similar quality, function and value.

11. Cancellation and restocking

Once the Customer has signed or accepted a Sales Agreement, the order is binding and may not be cancelled save in accordance with this Section 11 or by mutual agreement in writing.

The Customer may request to cancel an order within 7 working days of signing or accepting the Sales Agreement by giving written notice to Split Bean. Cancellation requests received within this period may be accepted at Split Bean's sole discretion and are subject to a cancellation and restocking charge equal to 20% of the total order value, to cover the costs incurred by Split Bean in processing, allocating and restocking the order.

Cancellation requests received after the 7 working day period will only be accepted at Split Bean's sole discretion and on terms to be agreed in writing, which may include payment of the full order value where the Equipment has been ordered specifically for the Customer or installation works have commenced.

Where the Customer is a consumer (as defined in the Consumer Rights Act 2015), nothing in this Section affects any statutory right of cancellation that may apply. The 14-day right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 does not apply to goods made or configured to the Customer's specification, goods that have been opened and cannot be returned for hygiene reasons, or to contracts negotiated and concluded on Split Bean's business premises.

12. Warranty

Equipment supplied by Split Bean is covered by the relevant manufacturer's warranty. The terms, duration and scope of the warranty vary by manufacturer and will be provided to the Customer on request. Warranty claims must be submitted to Split Bean in writing and are subject to investigation by Split Bean and (where applicable) the manufacturer before any resolution is confirmed.

The manufacturer's warranty does not cover faults or damage arising from misuse, accidental damage, failure to clean the Equipment in accordance with instructions, failure to use Split Bean-supplied Consumables, failure to use or maintain the water filter, electrical power surges, fire, flood, or any other cause beyond Split Bean's or the manufacturer's reasonable control.

For consumers, nothing in this Section affects the Customer's statutory rights under the Consumer Rights Act 2015. For business customers, this warranty is in lieu of all other warranties, conditions or representations, whether express or implied, statutory or otherwise, to the fullest extent permitted by law.

13. Maintenance and engineer call-outs

Where the Sales Agreement includes ongoing Maintenance, Split Bean shall provide Maintenance during the Minimum Term and any Extended Term, within a reasonable time during normal business hours following notification from the Customer of any defect or malfunction, subject to the Customer's compliance with its obligations under these terms.

Split Bean reserves the right to charge for site visits and Maintenance work at its then-current rates (available on request) in any of the following circumstances:

• Failure by the Customer to clean the Equipment in accordance with instructions.
• The apparent fault is due to the water supply or power supply being turned off, or the Equipment is not otherwise faulty.
• Misuse of the Equipment by the Customer or its users.
• No fault is found to exist, or the reported fault cannot be reproduced.
• Accidental, negligent or wilful damage to the Equipment.
• Interference with the Equipment, its software settings or its controls by the Customer or any third party.
• Electrical power surges, fire, flood or other catastrophic event.
• Use of consumables not supplied or approved by Split Bean.
• Failure to use or replace the water filter in accordance with the schedule.
• Work required outside normal working hours, on a public holiday or at a weekend.

Split Bean may provide Maintenance for equipment not originally supplied by Split Bean, at its discretion, subject to the Customer paying call-out, labour and parts charges at Split Bean's then-current rates.

14. Term and termination

The Sales Agreement commences on the date of signature or acceptance by the Customer and continues for the Minimum Term and thereafter for successive Extended Terms until terminated in accordance with this Section.

The Customer may terminate the Sales Agreement by giving Split Bean not less than 30 days' written notice to expire on the final day of the Minimum Term or on any subsequent anniversary of that date. The Customer has no right to terminate the Sales Agreement during the Minimum Term, save in accordance with Section 11 or for material breach by Split Bean which is not remedied within 30 days of written notice.

Split Bean may terminate the Sales Agreement immediately by written notice to the Customer in any of the following circumstances:

• Any sum due to Split Bean remains unpaid for 30 days after falling due.
• The Customer is in material breach of any other obligation under these terms.
• The Customer fails to make payment for the Equipment, fails to accept delivery, or fails to enter into a Lease Agreement where required under Section 6.
• The Customer ceases or threatens to cease trading, or appears to have abandoned the Equipment.
• The Customer enters into any voluntary arrangement with creditors, becomes subject to an administration order, becomes bankrupt or insolvent, goes into liquidation, has a receiver appointed over its property, or has any distress or execution levied on its goods.
• Split Bean reasonably apprehends that any of the events above is about to occur or may have occurred.
• Performance of Split Bean's obligations is rendered impossible by the act of a third party.

On termination of the Sales Agreement for any reason, the Customer shall pay to Split Bean, without prejudice to any other remedies:

• All outstanding invoices and sums due up to the effective date of termination.
• All charges for Maintenance and other ongoing services that would have been payable up to the end of the current Minimum Term or Extended Term (as applicable), regardless of the effective date of termination, which Split Bean shall be entitled to invoice immediately on termination.
• Where the Equipment is supplied on a Free-on-Loan basis or remains owned by Split Bean, all costs associated with collecting and recovering the Equipment, including any de-installation, transport and storage costs.

15. Repossession

On termination of the Sales Agreement, Split Bean's consent to the Customer's possession of any Equipment owned by Split Bean (including Equipment supplied on a Free-on-Loan basis and purchased Equipment to which title has not yet passed) shall terminate immediately. Split Bean and its authorised representatives may, without further notice and at the Customer's expense, enter the Delivery Address or any other premises owned, occupied or used by the Customer where the Equipment is located, to recover possession of the Equipment and any Consumables or Other Products which have not been paid for. The Customer shall retain possession of and take reasonable care of the Equipment pending its recovery by Split Bean.

16. Limitation of liability

This Section sets out Split Bean's entire financial liability to the Customer (including liability for the acts or omissions of its employees, agents and subcontractors) in respect of any breach of these terms, any use made by the Customer of the Equipment, Consumables, Other Products or services, and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Sales Agreement.

For business customers, to the fullest extent permitted by law:

• Split Bean shall not be liable for any indirect, consequential, special or incidental loss or damage of any kind, including (without limitation) loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of contract, loss of data, or any business interruption.
• Split Bean's total aggregate liability arising under or in connection with the Sales Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total value of the order to which the claim relates.
• Split Bean shall not be liable for any defect, damage or loss arising from misuse of the Equipment, failure to clean the Equipment, failure to use approved Consumables, failure to maintain the water filter, or any other breach by the Customer of these terms.

For consumers, nothing in these terms limits or excludes Split Bean's liability where it would be unlawful to do so. As a consumer, the Customer has legal rights in relation to goods that are faulty or not as described, and nothing in these terms affects those rights.

Nothing in these terms excludes or limits Split Bean's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.

17. Customer indemnity

The Customer shall indemnify and hold harmless Split Bean against all losses, liabilities, damages, costs, claims and expenses (including legal and other professional costs on a full indemnity basis) which Split Bean may suffer or incur as a result of any breach by the Customer of its obligations under these terms, any misuse of the Equipment by the Customer or its users, or any claim brought against Split Bean by a third party arising from the Customer's acts or omissions.

18. Force majeure

Split Bean shall not be liable for any failure or delay in performing its obligations under the Sales Agreement where such failure or delay results from circumstances beyond its reasonable control, including (without limitation) acts of God, war, terrorism, strikes, lockouts, industrial action, fire, flood, drought, severe weather, pandemics, epidemics, government restrictions, import or export restrictions, supplier failures, raw material shortages, electricity or telecommunications failures, or any other event beyond Split Bean's reasonable control.

19. Intellectual property

All content on the Split Bean website, including text, images, photography, logos, brand names, designs, code and structure, is the property of Split Bean Coffee Company Limited or its licensors and is protected by applicable intellectual property laws. The Customer may not copy, reproduce, distribute, modify, frame, scrape or use any content from the website without Split Bean's prior written consent. "Split Bean", "Split Bean Coffee" and the Split Bean logo are trademarks of Split Bean Coffee Company Limited and may not be used without prior consent.

20. Data protection

The Customer's use of the website and the personal data the Customer provides to Split Bean are governed by our Privacy Policy and our Cookie Policy, which form part of these terms.

21. Notices

Any notice required to be given under these terms shall be in writing and may be delivered by hand, by first class or recorded delivery post to the address of the recipient stated in the Sales Agreement (or any address subsequently notified in writing), or by email to an email address used by the parties in the ordinary course of dealings. Notices delivered by post shall be deemed received two working days after posting; notices sent by email shall be deemed received on the next working day after sending.

22. Assignment

Split Bean may assign, transfer, subcontract or deal in any other manner with any of its rights or obligations under the Sales Agreement. The Customer may not assign, transfer or subcontract any of its rights or obligations without Split Bean's prior written consent.

23. Third party rights

For the purposes of the Contracts (Rights of Third Parties) Act 1999, the Sales Agreement is not intended to and does not confer any rights on any person who is not a party to it.

24. Variation and waiver

Split Bean reserves the right to update these terms from time to time. The terms in force at the time the Sales Agreement is signed or accepted will apply to that Sales Agreement. The most recent version of these terms will be published on the Split Bean website and will apply to any new Sales Agreement entered into on or after the date of publication.

No failure or delay by either party in exercising any right or remedy under these terms shall operate as a waiver of that right or remedy, nor shall any partial exercise prevent the further exercise of that right or remedy.

25. Confidentiality

Each party shall keep confidential any information of a commercial, financial or technical nature received from the other party in connection with the Sales Agreement, except where the information is in the public domain, is required to be disclosed by law or regulator, or is already lawfully in the possession of the receiving party. This obligation shall continue for a period of three years after termination of the Sales Agreement.

26. Severability

If any provision of these terms is held by a court or other competent authority to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves, as nearly as possible, the original commercial intent.

27. Survival

Termination or expiry of the Sales Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry. The following provisions shall survive termination: Sections 4 (in respect of unpaid sums), 14 (termination charges), 15 (repossession), 16 (limitation of liability), 17 (indemnity), 19 (intellectual property), 20 (data protection), 25 (confidentiality) and 29 (governing law), together with any other provision that by its nature is intended to survive termination.

28. Entire agreement

The Sales Agreement, together with these terms, the Privacy Policy and the Cookie Policy, constitutes the entire agreement between the Customer and Split Bean in relation to its subject matter and supersedes all prior agreements, understandings, representations or arrangements between them, whether written or oral.

29. Governing law and jurisdiction

These terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales. For business customers, any dispute or claim shall be subject to the exclusive jurisdiction of the courts of England and Wales. For consumers, the Customer may also bring proceedings in the courts of the country within the United Kingdom in which the Customer is domiciled.

30. Contact us

If you have any questions about these terms, please get in touch.

Phone: 0191 491 1999
Email: info@splitbeancoffee.co.uk