Terms and Conditions
TERMS AND CONDTIONS - PLEASE READ CAREFULLY BEFORE USING THE WEBSITE
School of the Digital Age, (‘Soda Says’), welcomes you to our website www.sodasays.co.uk,
www.sodasays.com (the ‘Website’) and hopes to exceed your expectations. We have a wide range of products and services available for sale through the Website.
Order Products via the Website, you signify your acceptance of these Terms and Conditions.
Capitalised 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.
(a) ‘Account’ means your account which is created when you register with us by
completing the registration process on the Website.
(b) ‘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.
(c) ‘Order’ means your order for the purchase of a [Product or service] from a Vendor that you place via the Website.
(d) ‘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.
(e) ‘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.
(f) ‘Vendor’ means SODA or 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:
(a) words denoting the singular include the plural and vice-versa;
(b) headings are for convenience only and do not affect interpretation;
(c) a reference to an individual or person includes a natural person, corporate or
unincorporated body (whether or not having separate legal personality); and
(d) 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.
2. About SODA
SODA stands for School of the Digital Age, and SODA is the 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’).
3. The Services and the SODA Market Place
SODA operates the Website as a digital retailer and marketplace via which Products [and services] are promoted by SODA and carefully selected Vendors.
The services SODA offers allow you to search through the Website and facilitates the Order of Products [and services] from us and other Third Party Vendors.
When you purchase Products via the Website you are purchasing them either from
SODA or from another Vendor, being a Third Party Vendor. If the seller is another
Vendor than SODA this will be clearly identified on the Website and the identity of the Vendor is [shown on the order confirmation page when you place an order].
SODA is authorised by the Third Party Vendors to conclude Contracts for Sale on their behalf but SODA is not a party to a Contract for Sale unless you are purchasing the Products from SODA directly. SODA is authorised to act as the agent of the Third Party Vendors (who act as principals) to conclude and enter into the Contract for Sale with you. This means that unless you are purchasing a Product directly from SODA it is the Third Party Vendor, not SODA, who is legally responsible for selling the Product to you.
SODA 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 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.
As a consumer, you have legal rights in relation to Products for example if they are faulty or not as described. Nothing in these Terms and Conditions will affect these legal rights. In SODA’s agreements with suppliers and Third Party Vendors SODA requires that the Products comply with applicable UK laws and regulations.
5. Ordering products & services through the Website
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 (which could be SODA or a Third Party Vendor). By submitting the Order and providing your payment card details you authorise SODA (acting by its payment processor) to charge the relevant account to take payment for your Order on behalf of the relevant Vendor. Neither SODA 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 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 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 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.
[In case of purchase of services the Order will be considered accepted when we send a confirmation email to your registered email address for providing such services.]
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 authorisation 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.
If you are viewing the Website from the United Kingdom, the Product prices advertised on the Website from Vendors located within the United Kingdom are inclusive of the VAT charged by the relevant Vendor.
6. Delivery and taxes
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
Your Order will be delivered by the relevant Vendor (Soda Says or Vendor partner of
Soda Says) 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
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.
If your delivery address is at a location outside the United Kingdom Products may be
subject to import duties, taxes, and potentially other fees. You will be responsible for
payment of any such import duties, taxes or fees. Please contact your local customs
office for further information before placing an Order for delivery to a delivery address
outside the UK.
7. Summary of key legal rights, Order cancellations, product returns & refunds
As you are purchasing the Product online you have a legal right to cancel your Order
without giving any reason within fourteen (14) days from:
(a) the day on which you or a third party indicated by you (other than the carrier)
receives the Products; or
(b) from the day of the conclusion of the Contract for Sale, in the case of services or
digital content not supplied in a tangible medium.
(the ‘cooling off period’) and receive a refund (including costs of delivery, but excluding
the costs of return) however, these cancellation rights do not apply to:
(a) to any Products that are sealed and that are not suitable for return due to health
protection or hygiene reasons if they become unsealed which become unsealed
after delivery; or
(b) to any Products that are sealed audio recordings, video recordings or computer
software, which become unsealed after delivery;
(c) digital content, products or software (including without limitation apps, digital
software, e-books, MP3) which are not supplied in a physical format (e.g. on a CD or
DVD), once download or use (whichever is earlier) has begun;
(d) a service if the Vendor has fully performed it and you accepted when you placed the
Order that the Vendor could start to deliver the service and that you could not
cancel it once delivery had started; or
(e) any Product that is made to order or are clearly personalised for you, unless it is
You are also eligible for a full refund in the following cases:
(a) up to thirty (30) days if a Product is faulty; or
(b) up to six (6) months if a Product can’t be repaired or replaced.
SODA may discharge the relevant Third Party Vendor’s obligations to you in this regard
acting as the Third Party Vendor’s agent.
You must inform us of your decision to cancel an Order or claim a refund before the 14
days’ cancellation period has expired by:
(a) submitting your request according to the instructions and forms available on our
Returns Support Centre or;
(b) via e-mail at our customer support firstname.lastname@example.org.
We will communicate to you an acknowledgement of receipt within 1 business day of
receiving your request for cancellation.
Nothing in these Terms and Conditions will affect any rights you may have at law in
relation to shipping, cancellations or returns.
8. What happens when you cancel an Order
If you cancel an Order the Vendor will reimburse all payments received from you for the
Product, no later than fourteen (14) days from the later day on which [SODA received
the cancellation request] or the day when the Vendor receives back the dispatched
product (if any).
The means of payment will be the same as used by you for the initial transaction. No
extra fees will be levied on you as a result of the cancellation of an Order.
We may withhold reimbursement of cancelled ordered until:
(a) The Vendor has received the goods back; or
(b) you have supplied evidence of having sent back the goods.
You must send back the delivered Products (if any) no later than fourteen (14) days from
the day on which you cancelled your order by following the instructions made available
to you in the, Return Request Acknowledgement or Instructions available on our return
You will have to bear the direct cost of returning the cancelled Products. You may be
liable if the value of the goods returned diminishes due to the handling of the Product.
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
You can delete your Account at any time, for any reason, by following the account
incorporated into these Terms and Conditions by reference.
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 unauthorised use of your account or any other breach of its security.
10. Variations to Terms and Conditions
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 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.
11. Privacy and security policy
Our policies and procedures relating to the use of your personal data are outlined in the
use and disclosure of your personal data, without which Soda Says or Third Party
Vendors could not provide you with such offerings.
12. Your conduct
You agree not to:
(a) reproduce, copy and/or exploit the Website for any commercial purposes without
SODA’s prior written consent;
(b) 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;
(c) 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;
(d) 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;
(e) 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;
(f) attempt to gain access to secured portions of the Website to which you do not
possess access rights;
(g) impersonate any other person while using the Website;
(h) conduct yourself in a vulgar, offensive, harassing or objectionable manner while
using the Website;
(i) resell or export the software associated with the Website; or
(j) use the Website to generate unsolicited advertisements or spam.
13. Intellectual Property
Subject to these Terms and Conditions SODA 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 unauthorised 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.
14. Our liability
We are responsible to you only for foreseeable loss and damage caused by us. If we fail
to comply with these Terms and Conditions, we are only responsible for loss or damage
you suffer that is a foreseeable result of our breaching these Terms and Conditions or
our negligence, but we are not responsible for any loss or damage that is not
foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our
breach or if it was contemplated by you and us at the time these Terms and Conditions
are entered into.
Nothing in these Terms and Conditions shall limit or exclude our liability for (a) death or
personal injury resulting from our negligence; (b) fraud or fraudulent misrepresentation;
or (d) any other liability that cannot be excluded or limited by applicable law.
The Products sold by the Vendors are supplied for your domestic and private use only.
You agree that you will not use the products for any commercial, business or re-sale
purposes. Neither SODA nor any other Vendor will have any liability to you for any loss
of profit, loss of business, interruption of business, or loss of business opportunity.
Soda Says provides the Website “as is” and to the fullest extent permissible at law we
disclaims any implied terms as to title, merchantability, fitness for a particular purpose
15. Force Majeure
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.
To the fullest extent permitted by law, we disclaim any implied terms as to title,
merchantability, fitness for a particular purpose and non-infringement.
16. Third Party Products and Services and linking
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.
If any of these Terms of Sale is deemed invalid, void, or for any reason unenforceable,
that term will be deemed severable and will not affect the validity and enforceability of
any remaining term.
The agreement formed under Terms and Conditions is personal to you and you cannot
transfer any of your rights under them to any other person without Soda Says’s prior
express written consent.
Soda Says may transfer its rights and obligations under these Terms and Conditions to
another organisation, for example, this could include another member of Soda Says’s
group of companies or someone who buys its business.
If you breach these Terms and Conditions and we delay in taking steps against you in
respect of your breaking these Terms and Conditions it will not prevent us taking steps
against you at a later date.
20. Sale To Minors
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).
21. Consumers only
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.
22. Our Contact details
You can contact SODA 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.
24. Governing law and jurisdiction
These Terms and Conditions and any dispute or claim arising out of or in connection
with them or their subject matter is governed by and will be construed in accordance
with the laws of England and Wales and you agree to submit to the non-exclusive
jurisdiction of the English courts.
25. Third party rights and incorporation of the Terms and Conditions
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 another 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.
26. Termination and amending the Website
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:
(a) 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;
(b) the right to remove or amend any listing without giving you notice or any reason;
(c) 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
(d) discontinue the availability, amend or update the Website including without
limitation the prices of any Products and available payment methods from time to
Our Contact Details
Our contact details are: firstname.lastname@example.org.