Registration Agreement (Couple)

1. Definitions

“Agreement” this Agreement and any Schedule or other attachment to it.

“Fund” the total sums collected by The Bottom Drawer from Guests.

“Gift List” list of gift items compiled by the Couple (or with The Bottom Drawer’s assistance) which will be made available on the Website by The Bottom Drawer.

“Guest” any person(s) contributing to the Gift List displayed on the Website.

“Gift Provider” a supplier selected by the Couple or The Bottom Drawer to supply items to the Couple from the suppliers listed on the Bottom Drawer website or whose details have been passed to the couple by the Bottom Drawer as an approved supplier.

“Services” the services to be supplied to the Couple by The Bottom Drawer and detailed in this Agreement including without limitation that The Bottom Drawer shall hold and administer a Couple’s Gift List on the Website and allow Guests the technical means to access the Website and contribute to the Fund. The Bottom Drawer shall release the Fund to the Couple and/or Gift Provider in accordance with the terms of this Agreement.

“Website” the internet website located at www.thebottomdrawer.co.uk.

2. Gift Provider

2.1 The Couple shall be solely responsible for satisfying itself as to the suitability of any Gift Provider proposed or recommended by The Bottom Drawer and The Bottom Drawer shall be under no liability in respect of any act or omission of any such Gift Provider.

2.2 The Couple will contract with the Gift Provider upon terms to be agreed between the Couple and the Gift Provider and the Couple is solely responsible for determining (including without limitation obtaining such legal advice as necessary) that such contractual documentation is suitable for the purposes intended by the Couple. The Bottom Drawer does not guarantee or warrant that any such contractual documentation is suitable for the purposes intended by the Couple. Any grievances in respect of items provided by the Gift Provider are to be taken up directly with the Gift Provider.

2.3 The Couple shall understand and accept that due to the time between creating a gift list and eventally buying the gift(s), the gift(s) and/or Gift Provider they selected when creating their gift list may not be available or may be a different price when they come to purchase the gift at a later date. The Couple may in such circumstances choose an alternative from the available Gift Providers or withdraw the Fund less the appropriate charge as per clause 3;

3. Transfer of Fund

3.1 On a date to be chosen by the Couple (typically 14 days after the date of the Couple’s wedding) the Gift List shall be closed on the Website.

3.2 As soon as reasonably practical after the Gift List has closed the Couple will notify The Bottom Drawer of their final gift selection and The Bottom Drawer will advise the Couple on how to order/make payment for their Gift/s.

3.3 Upon receipt of the information in Clause 3.2, the Couple must purchase their chosen Gifts in accordance with those instructions. Typically this will involve following specific links for online purchases or forwarding invoices to The Bottom Drawer for other services such as garden landscaping for settlement from the Fund direct.

3.4 The Bottom Drawer shall only make payments as described in 3.3 up to a value not to exceed the Fund. If the Couple forward an invoice or ask for payment where insufficient money remains in the Fund, then The Bottom Drawer shall make a partial payment of the amount remaining in the Fund, and the Couple must arrange alternative payment for any outstanding balance due.

3.5 In the event that the Couple request some or all of the Fund be transferred direct to the Couple to be used to purchase gifts but not from an approved Gift Provider following our approved methods, then an administration fee may be applied as follows:

(i) if the amount of gifts purchased from an approved Gift Provider (as per this clause 3) is less than 90% of the Fund, then a charge will be deducted from the transfer as follows: for registrations before 1 May 2008 £49 inc VAT; for registrations from and including 1 May 2008 £69 inc VAT.

(ii) if the amount of gifts purchased from an approved Gift Provider (as per this clause 3) is equal to or more than 90% of the Fund, or £500 or more is spent on items sold direct to the couple by The Bottom Drawer, then our service is FREE.

3.6 The Couple may elect to have some of their fund transferred to them before the gift list is closed. In this instance, an additional administration charge of £10 inc VAT will be applied to each transfer. Only cleared funds can be transferred to the couple.

3.7 Purchases of Gift Vouchers do not count towards the value of purchases made from approved Gift Providers for the purposes of Section 3.5.

4. Cancellation Fee

4.1 In the event that the Couple use the Services provided by The Bottom Drawer but do not proceed with the purchase of gifts then a cancellation fee will be applied as follows:

(i) If a Gift List has been activated with purchases made by a Guest(s) and/or Gift List Notification Cards have been ordered then a charge will be levied as follows: for registrations before 1 May 2008 £49 inc VAT; for registrations from and including 1 May 2008 £69 inc VAT;

(ii) If no purchases have been made on a Gift List and no Gift List Notification cards have been ordered then no cancellation fee applies.

5. Supply of Services

5.1 The Bottom Drawer reserves the right at its discretion to refuse at any time without notice to:

(a) Accept any registration; or

(b) Provide access to the Website.

5.2 The Website is intended normally to be available 24 hours a day and 7 days a week. The Bottom Drawer will not be liable for any failure to achieve this level of availability.

5.3 The Website may be suspended temporarily and without notice in circumstances of system failure, maintenance or repair and for reasons beyond the control of the Bottom Drawer.

5.4 The Couple agree to abide by the Terms of Use of the website at all times.

6. Liability

6.1 Except as expressly provided in this Agreement no warranty, condition, undertaking or term, expressed or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of any goods or services provided hereunder will be assumed by The Bottom Drawer and except as expressly provided in this Agreement all such warranties, conditions, undertaking and terms are hereby excluded.

6.2 Neither party excludes or limits liability to the other party for death or personal injury or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982.

6.3 The liability of The Bottom Drawer in respect of breaches of this Agreement or of any other duty to the Couple or for negligence in connection with the subject matter of this Agreement shall be limited to the value of the administration charged as per Clauses 3 and 4.

6.4 Subject always to clause 6.2, in no event shall either party be liable to the other for any of the following however and whenever arising:

6.4.1 loss of profits, business, revenue, data, goodwill or anticipated savings; and/ or

6.4.2 indirect or consequential loss or damage.

6.5 Each party agrees that the limitations of liability contained in this clause 6 have been discussed and agreed between the parties in the context of the other provisions of this Agreement and satisfy the requirement of reasonableness within the meaning of sub-section 2(2) and Section 11 of the Unfair Contract Terms Act 1977.

6.6 The parties expressly agree that should any limitation or provision contained in this Agreement be held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted but if any party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out herein.

7. Force Majeure

7.1 Neither party will be under any liability to the other for, damage, delay or any other matters of that nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, or bad weather or the requisitioning or other act or order by any Government department, council or other constituted body (“Force Majeure”), provided always that both parties will use all reasonable endeavours (but without an obligation to incur cost) to minimise the period of disruption caused by the Force Majeure.

8. Termination and Suspension

8.1 Either party may forthwith terminate this Agreement by written notice to the other if any of the following events occur:

8.1.1 If either party commits any breach of the terms or conditions of this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice requiring remedy;

8.1.2 If either party becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a company) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bone fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if the other party is unable to pay its debts in accordance with the law relating to this Agreement;

8.1.3 A Force Majeure continues for a period of more than 3 months.

8.2 Without prejudice to any right of termination either party shall be entitled by immediate notice to suspend performance of some or all of the Services specified in this Agreement upon the occurrence of circumstances specified in clause 8.1, and the Agreement will in any event be deemed suspended in the event of Force Majeure.

8.3 Termination or suspension of this Agreement will be without prejudice to any accrued rights or obligations of either party.

9. Applicable Law

9.1 This Agreement shall be governed by and construed in accordance with English law and each party to this Agreement submits to the exclusive jurisdiction of the English courts.