1.1 This Agreement is a legal document, which sets out your rights and obligations, and those of PrimeStox ("we", "us" or "PrimeStox"), in relation to this site and the services offered by us through it (the "PrimeStox Service"). You must take the time to read and understand it before registering for the PrimeStox Service. By registering, you accept that you are entering into a contract with us on the terms of this Agreement. You should be aware that this Agreement may change from time to time in accordance with Clause 17 below.
1.2 People who register for the PrimeStox Service establish an "Account", and become "Account Holders".
2.1 The PrimeStox Service allows Account Holders to fund the production of food products in bulk. This is referred to below as "Funding an Offer”, “Funding Production”, “Funding a Product” or “Buying a Product”.
2.2 Account Holders do this to increase the world supply of fine food which is increasingly scarce and also to earn a margin when the products are sold. Producers do this to improve their working capital and increase their visibility to potential customers, involving them in their business at the start of the production.
3.1 You may have no more than one Account.
3.2 You must register for the PrimeStox Service using accurate and current information about yourself - including your correct name and email address. There is also an option to provide additional details which should be correct. If you are asked for, and provide, details of a bank account into which you wish to receive payments (your Payment Receipt Method), you (a) hereby confirm that you are, and remain, fully entitled to use that Payment Receipt Method, (b) confirm that you wish to receive payments through that Payment Receipt Method, and (c) ensure that the details of that Payment Receipt Method are, and continue to be, accurate. You should keep this information updated through your Account.
3.4 Note that your Payment Receipt Method may have rules about the maximum or minimum payment that you can receive when you are repaid with profit.
3.5 Important: You must ensure that the email address we hold for you is kept up-to-date and that you have full access to it - we will be sending you important messages there. If you change email address, then you must change the address we hold for you on your Account.
4.1 You understand that at PrimeStox when the offer closes full title for the product you funded passes to you. It is physically held by the producer on your behalf, until you are repaid. The is called the Funding Date.
4.2 When you place an order to Fund Production on PrimeStox, we represent you and other Account Holders as your agent aggregating individual purchases into a single large purchase which is passed to the supplier on the Funding Date.
4.3 If the offer is not completed in the time allowed then your order will lapse and no Account Holder will be charged. If the offer closes within the time allowed, you are charged and title for the product you funded – in the amount stated – passes to you.
4.4 Every offer carries an estimated Repayment Date which on PrimeStox is between 2 and 12 months from the Date of Funding.
4.5 Between the Funding Date and the Repayment Date the Producer acts as custodian (“Consignor”) for your product and will hold and care for it on your behalf.
4.6 You understand that PrimeStox has an Agreement with the Producer prior to launching an offer. The terms of this Agreement is in accordance with the offer terms and with these Terms & Conditions.
4.7 Under the terms of the Producer Agreement, our producers are bound to deliver the product to any UK address specified by the Account Holders within 14 calendar days of the Repayment Date, in the event that the Account Holders are not repaid in full, with profit by that date.
4.8 Delivery of the product is to take place at no additional cost either to the Account Holders or to PrimeStox and is to be arranged at a time which is convenient to the Account Holder.
4.9 PrimeStox accepts no liability for the fulfilment of the delivery obligation. However it has committed to make all reasonable efforts to ensure it is fulfilled. It has also committed to make all reasonable efforts in its screening to ensure that PrimeStox Producers have sufficient demand and sales not to need to deliver it.
4.10 During the storage period before repayment the Producer has agreed to pay storage costs and to take insurance. The insurance must cover risk of theft, fire and other damage.
4.11 When you are repaid with the stated profit, you release title for the product and it passes back to the Producer. Until you are repaid in full with profit, title remains with you.
4.12 When any payment is to you, you will be able to see a positive account balance on your Account and the transaction is referenced on your Payments page on the website. That Balance will be converted into a payment to you when the Account Holder requests payment of the Balance. Transfer will be made to you no more than 3 working days later than requested although PrimeStox is not able to take responsibility for delays in international transfers. To be clear, a Balance does not itself represent a sum of money held by PrimeStox on an Account Holder’s behalf.
5.1 For its work bringing you the Offers and acting as your agent during the Offer Period, you agree to pay PrimeStox a 0.25% service fee. This will be deducted from the amount transferred to you on the Repayment Date.
6.1 Account Holders who agree to Fund an Offer are accepting three potential risks: the risk of non-production, risk of non-storage, and the risk of non-repayment.
6.2 Non-Production: PrimeStox Producers are under contract to use the funds provided by PrimeStox only for new production. This includes raw materials and labour costs. In the event that new product is not made and the funds are not used for this purpose, Producers would be acting in contravention of our agreement.
6.3 Non-storage: Producers are obliged to hold a sufficient quantity of free and un-pledged stock in their warehouse to back the funding PrimeStox provides. Not every producer will have 100% of this amount in their warehouse at the Funding Date, but they are under contract to raise the level to 100% by specific dates. Title for this stock passes to Account Holders on the Funding Date. If Producers do not hold the required quantity of stock, they would be acting contrary to our agreement.
6.4 Non-payment: In the event that Producers do not repay Account Holders there is a provision that they can send the product purchased to the Account Holders at no additional cost to the Account Holders or to PrimeStox. If producers neither repay the Account Holders, nor deliver the product according to quality specifications and required quantities, this would be a breach of the Producer Agreement.
6.5 In all three cases a resolution process will be triggered which will be administered by PrimeStox as the agent of the Account Holders. When decisions are required they will be taken collectively by the Account Holders in a majority vote weighted by ownership. Account Holders will receive an email with an explanation and a link to vote on your options. Account Holders agree to be bound by this decision. PrimeStox agrees to represent the account holders in these matters but PrimeStox itself does not accept liability for the success of these proceedings, the amounts recovered or for the behaviour of the Producer.
6.6 At any time and for any reason during the time between Funding and Repayment, Account Holders have the option of terminating the Consignment Agreement and pursuing one of the options above. Such a decision is to be taken collectively and by a majority vote.
6.7 The Producers have agreed to be bound by a Dispute Resolution clause which specifies mediation and then Arbitration as the mechanism for resolution. Arbitration would be at a Court in London, with penalties awarded under English Law.
8.1 After the offer closes and your payment is taken, PrimeStox ceases to be a party to any transactions with Producers, and is not the seller or supplier of, and does not endorse, any of the goods that they make available. Thus we do not have any of the legal obligations that apply to the sellers of those goods or services.
8.2 Accordingly, we have no control over or responsibility for:
8.2.1 the quality, safety, or legality of the goods or services available from Producers; or
8.2.2 whether the Producer can or will supply and pass good title to any goods or services.
8.3 Account Holders should exercise no lesser degree of caution in entering into transactions with Producers than they would when entering into a similar transaction elsewhere.
8.4 To the extent that the law permits, you release us, our agents and employees from all liability arising out of or in connection with any transactions with Producers, including (without limitation) all claims and demands relating to transactions (whether completed or uncompleted) with Producers, or goods offered for sale or supply, or actually sold or supplied, through or in connection with any transactions with Producers.
9.1 We reserve the right to suspend or terminate any Account Holders access to the PrimeStox Service, or parts of it, if in our reasonable view the relevant Account Holder or Account appears to be in breach of any provision of this Agreement.
9.2 An Account should be used only for funding offers on the Account Holder's own behalf, and not on the behalf of, or for the benefit of, any other person(s).
9.3 Account Holders must not enter into, or attempt to enter into, any transaction with a Producer or fund an offer (a) by providing personal information of someone else, or a payment method which they are not entitled to use, (b) by deceptively or unfairly exploiting a Producer's offering, or (c) in breach of any terms and conditions applied by PrimeStox or the Producer to that transaction.
9.4 It is each Account Holder's obligation to ensure that any material posted by him/her or associated with his/her Account:
9.4.1 is not defamatory, offensive, or abusive or of an obscene, indecent or menacing nature;
9.4.2 is not intended or likely to cause needless annoyance, inconvenience or distress to any person;
9.4.3 does not contain any computer virus, macro virus, Trojan horse, worm, or anything else designed to interfere with, interrupt, or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority, or expropriate any system, data or personal information;
9.4.4 does not contravene any applicable law or regulation (including, but not limited to, laws governing consumer protection, distance selling, unfair competition, anti-discrimination, false advertising, copyright, trademark and privacy);
9.4.5 does not breach the rights of any person or entity (including any rights or expectations of privacy);
9.4.6 where it constitutes feedback on a Producer, is accurate and fair; and
9.4.7 does not advertise any goods or services.
9.5 If you see or experience anything on the PrimeStox Service that appears to infringe any of the above requirements, we would like you to inform us by using our contact form.
9.6 Each Account Holder acknowledges that we are entitled, but not obliged, to withdraw any material, which appears - based on information received from third parties or other Account Holders - to be in breach of this Agreement.
10.1 If anyone contacts us in relation to material or transactions associated with you or your Account, then you agree:
10.1.1 to provide all reasonable information and assistance we may require in connection with responding to that contact; and to respond promptly and accurately to it, should we pass the message to you for a response.
11.1 We or our partners may offer new or additional services through the PrimeStox Service from time to time. Your use of those services may be subject to additional terms and conditions, which you must comply with provided that those terms are notified to you on the PrimeStox Service in an appropriate manner when you agree to take those services, any failure by you to comply with a material provision of the terms governing those services will amount to a breach of this Agreement.
12.1 We reserve the right to withdraw, modify or suspend aspects of the PrimeStox Service, or the entirety of it, where we have legal, security, technical or commercial reasons to do so. We will endeavour to give you 30 days advance notice before taking such action, except where it is necessary to take earlier action for security reasons or because of technical difficulties which adversely affect the PrimeStox Service. There may also be times when the PrimeStox Service becomes inaccessible as a result of technical difficulties experienced by PrimeStox or on the Internet; we will, however, use reasonable skill and care to overcome these difficulties where they are within our control. Please note, however, that we cannot guarantee continuous access to the PrimeStox Service or any of the content that appears on it.
12.2 Nevertheless, we undertake to ensure that during any periods of planned unavailability, you will be informed and disruption will be kept to a minimum, as far as reasonably practical.
12.3 For security or other reasons, we may require you to change password or other information which facilitates access to the PrimeStox Service; however, we will never ask you for your password via email, telephone, or any other means other than through the www.PrimeStox.com website. You are solely responsible for maintaining the confidentiality of your password and any additional identifying information.
13.1 We warrant that the PrimeStox Service will be provided with reasonable care and skill with the intention of meeting our specifications for the PrimeStox Service, but we cannot and do not guarantee that the PrimeStox Service will meet your requirements.
13.2 PrimeStox shall be liable as expressly provided in this Agreement, but shall have no other obligation, duty or liability whatsoever in contract, tort (including negligence, breach of statutory duty and any other tort) or otherwise.
13.3 Nothing in this Agreement excludes or restricts our liability for death or personal injury resulting from our negligence.
13.4 Subject always to sub-Clause e. below, PrimeStox shall be liable for direct loss or damage only, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise, and whether caused by its act or omission or that of its employees, agents or subcontractors. PrimeStox's aggregate liability during any successive period of twelve months, shall be capped at its own fee payable by the Account Holder.
13.5 We will not be liable to you or anyone else, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise:
13.5.1 for any loss of revenue, business, anticipated savings or profits, or
13.5.2 for any indirect, special or consequential loss, damage, costs or other claims, howsoever caused or arising, whether through non-supply or late supply of the PrimeStox Service or other non-performance of this Agreement or otherwise.
13.6 To avoid doubt, nothing in this Clause 13 limits our obligation to pass on repayments to an Account Holder requesting the payment of his/her Balance.
13.7 Except as expressly stated elsewhere in this Agreement, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law.
13.8 For the avoidance of doubt, PrimeStox will not have liability to you or any other person in respect of material contributed by Account Holders, transactions (or non-transactions) with Producers, or any activity or communication relating to such material or transactions.
13.9 The provisions of this Clause 13 shall survive the termination or expiry of this Agreement.
14.1 You agree upon demand to indemnify PrimeStox against and to be wholly responsible for all liabilities, claims and expenses that may arise out of or in connection with (a) any breach of this Agreement by you or through your Account, or (b) any transaction with a Producer.
15.1 We reserve the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement, but will not do so in such a way as to reduce any guarantees you are given under this Agreement. You may not without the written consent of PrimeStox assign or dispose of this Agreement, nor subcontract any of your rights and obligations under it.
16.1 This Agreement is intended to contain your entire agreement with us relating to the PrimeStox Service; we believe it to be fair and reasonable. It replaces all earlier agreements and understandings with you relating to the PrimeStox Service, except for any fraud or fraudulent representation by either of us.
17.1 We reserve the right to change this Agreement from time to time, and post the new version on the PrimeStox Service. When we do so, we will post the new version of the Agreement on the PrimeStox Service, and the new version of these terms and conditions will take effect, and will govern the PrimeStox Service and your relationship with us:
17.1.1 commencing no less than thirty days after the date of posting (or such later date as we indicate in the relevant posting), if any of the changes is to an operative provision of this Agreement which is capable of adversely affecting you; if you do not wish to be governed by the new version of the Agreement, you may notify us on or before the date when the new version of the Agreement is to take effect, and from that date you must cease to use the PrimeStox Service; or
17.1.2 Immediately upon the date of posting (or such later date as we indicate in the relevant posting), if the changes are not to operative provisions, or not capable of adversely affecting you - examples of which would include, without limitation, changes to contact details referred to, or the refinement of provisions that are already included, in this Agreementcontact; and to respond promptly and accurately to it, should we pass the message to you for a response.
18.1 In the event that any term of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. You and PrimeStox are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
19.1 This Agreement, and our relationship with you and each Account Holder, is governed by the laws of England and Wales.
19.2 You and we each submit to the non-exclusive jurisdiction of the English courts in relation to disputes arising in connection with this Agreement.
20.1 We don't separately file the individual Agreements entered into by Account Holders when they register for the PrimeStox Service. You can access it at www.PrimeStox.com. Please make a durable copy of this Agreement by printing and/or saving a downloaded copy on your own computer. It is offered in English only.
21.1 We are PrimeStox Limited, and our address for correspondence and queries is PrimeStox Ltd, First Floor, 23 Princes Street London W1B 2LX. We are a company registered in England and Wales under registration no. 09915596. Please note that all communications (including formal notices) under this Agreement are to be sent and received by email. For this purpose, your notices should be sent via our contact form, and we will send our notices to you at the email address you notify to use when you register as an Account Holder, as changed subsequently in your Account details.