Earth & Wheat – T&Cs – Last updated: 29.05.2021

2. SERVICE AND DELIVERY

1. INTRODUCTION 1.1 This document discloses the terms and conditions of SIGNATURE FLATBREADS LTD trading as “Earth & Wheat” (we, us, our) in the United Kingdom. Company Reg: 09358440; 1.2 Earth & Wheat operates this website, under the domain www.earthandwheat.com, and this shall be referred to as the Website; 1.3 This document will disclose to you (the Customer) the terms and conditions by which Earth & Wheat will supply goods (the Product(s)) and subscription services (the Service(s)) to the Customer. You should take time to read these terms and conditions carefully before placing an order for Earth & Wheat’s Products and before subscribing to our Services; 1.4 By placing an order for Earth & Wheat’s Products and by subscribing to our Services through our Website, you agree to these terms and conditions; 1.5 Earth & Wheat holds the right to make changes to this Website and the Products and Services available through this Website, as well as the terms and conditions within this document. If you use or order Products or Services after we have published any changes to the Products, Services or Website then you will be bound by those changes. You should check prior to each use of a Product or Service, and before each order, to be certain that you are aware the terms and conditions at all times when you visit our Website or make a purchase; 1.6 You should print a copy or electronically store these terms and conditions for your own reference; 1.7 By checking out and subscribing to our Services you agree to these terms and conditions. You should understand that by refusing to accept these terms and conditions you will not be able to order any Products or Services through our Website. Please do not order from Earth & Wheat if you do not agree with these terms and conditions. 1.8 These terms and conditions were last updated on the 27th of May 2021. 2.1 Earth & Wheat only provides Service and delivery to those residing in England, Wales, Isle of Wight, Scotland excluding Highlands and Islands and Isle of Man (UK Mainland); 2.2 Earth & Wheat does not provide Service and delivery to Highlands and Islands, which means those postcodes with the following pre-fixes “ZE”; “HS”; “KW”; “IV”; “AB36-38 inclusive”; “AB54-56 inclusive”; “FK17-21 inclusive”; PA20-80 inclusive”; PH15- PH50; “KA27 & KA28” and the Isles of Scilly that have the following pre-fixes: “TR21–25”; 2.3 Our Website is only intended for use by persons residing in the Service and Delivery areas. 2.4 Some areas within mainland UK are not serviceable and affected customers will be advised by Earth & Wheat if we are unable to deliver to their location. 3. YOU (THE CUSTOMER) 3.1 You are legally capable of entering binding contracts and are at least 18 years old; 3.2 You are resident in one of the Service and Delivery areas. … Earth & Wheat – T&Cs – Last updated: 29.05.2021 4. WHEN YOU PURCHASE 4.1 All aspects of this Website, including your use of our Website, and purchases made on this Website are governed by the terms and conditions set out in this document. 4.2 After placing an order for Products or subscribing to Services through our website, we will send an email to the Customer’s email provided acknowledging that we have received your order. You should note this does not mean your order has been accepted. Your order will be regarded as an offer to Earth & Wheat to buy Products by Subscribing to our Services. Subject to our cancellation rights set out in clause 4.7 below, acceptance of your order and completion of the contract between Earth & Wheat (the Contract) will take place when we dispatch the Products to you. After the Contract has been formed you will be sent a dispatch confirmation (Confirmation) via email and/or SMS message as applicable from our third-party couriers. 4.3 The subscription Services on this Website consist of an initial charge, followed then by a recurring charge, with frequency determined by the Customer. 4.4 By placing an order you are entering this Agreement, and you acknowledge that your subscription will have an initial and recurring payment charge, and you accept full responsibility for all recurring charges prior to deactivation. Earth & Wheat may submit periodic charges without further authorisation from the Customer, until such a time that the Customer has terminated the Contract (and thus authorisation) or the Customer wishes to make changes to their payment method. To terminate this Contract or to make a change to your payment method, please email plans@earthandwheat.com or seek instruction from the Website. Customers are able to self-manage their subscription plan. 4.5 By placing an order and subscribing to Earth & Wheat’s Services the Customer agrees to pay recurring periodic subscription charges for an indefinite time until deactivated by the Customer or Earth & Wheat. This is subject to clause 4.7 below. You may deactivate your subscription at any time within the deactivation deadline. You will not be charged for deactivation. The Customer can subscribe to our services at any time following their deactivation, but Earth & Wheat save the unlimited right to decline re-subscription, for example, in a case where Earth & Wheat has elected to terminate the Customer’s subscription. 4.6 Customers electing to deactivate their subscription themselves must do so 3 hours before the next charge date (renewal date). Customers contacting Earth & Wheat to cancel their subscription on their behalf must make contact 48 hours before their next renewal date, via email to plans@earthandwheat.com. Contact made to any other email address or contact through any other channel including but not limited to Social-Media, will not be processed for cancellation. Failure to terminate subscription before this deadline, and by doing so after the termination deadline, will result in an additional non-refundable recurring charge and delivery for that one period. The Customer acknowledges that by terminating the Contract after this deadline they may be charged for an additional subscription period, and that their subscription will be terminated after this final period. Clause 4.7 will set out instructions for termination: 4.7 1) Log into your customer subscription management portal on the Earth & Wheat Website 2) Click ‘manage’ under My Subscriptions 3) Click ‘subscription settings’ found beneath Account Settings 4) Click ‘cancel’ on your subscription 5) Follow remaining steps to deactivate your plan, pause or cancel your Contract. 4.8 If for whatever reason you wish to terminate your subscription Service but are unable to do so, you should contact us via email no later than 48 hours before your renewal date. Email: plans@earthandwheat.com 4.9 Earth & Wheat saves the right at our absolute discretion to not renew the Customer’s subscription at any time without giving any reason or communication for our decision. For example, (and not limited to) fraud or criminal activity. 4.10 Your first box is charged immediately upon signing up, and you are not able to cancel this first box due to the swift nature of processing your box. We intend to ship your first box on the next working day after your first charge. Future boxes are recurring and are based on your renewal date, which you can self manage in your customer subscription management portal, or by contacting us on plans@earthandwheat.com no later than the termination deadline, which is 48 hours before your next renewal date. See Clauses 4.6, 4.7, 4.8 and 7.2. Earth & Wheat – T&Cs – Last updated: 29.05.2021 5.1 The images of Products on our Website are for illustrative purposes only. Your Products may differ slightly from those as displayed on our Website and food by its nature will vary in colour and size, shape, weight and appearance. The packaging of Products may also vary from as shown on our Website. 5.2 You are responsible for opening and inspecting the Products upon delivery and storing them correctly. You are also responsible for the preparation and cooking of our Products. We accept no liability for any loss, damage or injury arising as a result of the incorrect storage, preparation or cooking of our Products. 5.3 Our packaging of items includes details of all allergens which may be contained within the Products. These labels also have the ‘Best Before Date’. It is your responsibility for checking our packaging, the information inserts and Website to ensure that a Product does not contain a relevant allergen to you, the Customer or anyone you give our Products to. Full ingredients information with nutritional declarations can be found at www.earthandwheat.com/mybox. Our Products include ingredients from third party suppliers who are responsible for labelling their ingredients correctly. Whilst we undertake rigorous checks in accordance with our legal obligations prior to using all third-party suppliers, in circumstances where a third party issues a product recall for whatever reason, we accept no liability for any loss, damage or injury caused by an ingredient recall or incorrect labelling. If you are unsure about allergens within a Product or within the products of your entire order, do not consume that Product or Products, you should discard of it. 5.4 Products are subject to availability and prevailing market conditions. In the event of non-availability of any Products you order, we may offer a reasonable substitute. It is not in our policy to inform you of such substitutes, but in good faith we will attempt to (but we are not obliged to as part of this Contract). 6. DISCOUNTS 6.1 Earth & Wheat reserves the right to withdraw, cancel, deactivate and refuse the use of discount codes or other discount schemes (such as coupons, referral codes or loyalty points), without giving any reason or communication for our decision. 6.2 Custom discount codes are not to be copied, reproduced, distributed or published (in any form) without our prior written approval. 6.3 Use of discount falls under these terms and conditions for ordering Products and entering subscription Services. 6.4 Earth & Wheat reserves the right to refuse the use of discount codes and or any other discount schemes for certain Products and or Services at our sole discretion. 6.5 The Customer agrees that a discount code will not be used in conjunction or simultaneously (with respect to one order of Products or Services) with any other discount codes or discount schemes. In the event that the Customer is able to run multiple discounts or discount incentives on one order, the Customer will inform Earth & Wheat immediately by emailing hello@earthandwheat.com and will return the funds within 24 hours. 6.6 We reserve the unlimited right to cancel all discount codes and discount schemes at any time without any warning, notification or justification. 7. YOUR RIGHTS AS A CONSUMER 7.1 You may cancel or deactivate an order at any time, or cancel your subscription Service at any time, however you must do so by the termination deadline as set out in clause 4.6, 4.7 and 4.8 above. 7.2 It is not possible to cancel your first box due to the speed at which your box is prepared, and on signing up to your subscription you will be immediately charged for the first box. We intend to ship your box on the next working day after first charge or renewal date. You are not able to cancel your first box through the Website or our online services. For future cancellations please refer to Clauses 4.6, 4.7 and 4.8. 7.3 Earth & Wheat’s Products contain fresh and perishable food, you are not entitled to the regular rights of consumers to return goods within 14 days simply because you change your mind. There is an exemption pursuant to regulation 27(1)(c) of the Consumer Contracts (Information, Deactivation and Additional Charges) Regulations 2013, that confirms that contracts for the supply of goods are exempt from the right to withdrawal if those goods are liable to deteriorate or expire rapidly. This does not affect your right to cancel your subscription in line with the details set out above. … Earth & Wheat – T&Cs – Last updated: 29.05.2021 8. AVAILABILITY AND DELIVERY 8.1 For the purpose of these terms and conditions, free next day delivery is defined as deliveries to all UK mainland addresses excluding some areas of the Scottish Highlands and other areas aforementioned in Clause 2.4, which we are unable to deliver to (Next Day Delivery). If you have any questions regarding our delivery locations, please contact us at delivery@earthandwheat.com. All other non mainland UK territories including (but not limited to) GY, JE, IM, will incur a surcharge or will not be shipped at all. 8.2 Delivery windows stated on our Website, via Email or in any other marketing communications are an indication, and not a guarantee of delivery within these hours. We reserve the right to deliver your box at any point on any day, and at any time on the day of delivery set out in the dispatch confirmation. 8.3 Delivery will be completed when we, or our authorised courier company, deliver the Products to the address you gave us. If no one is available at your address to take delivery, we, or our authorised courier company, will follow the delivery instructions provided to us by you. If no leave safe instructions are specified, the order will be left in an area that the authorised courier company considers safe. 8.4 The leave safe location specified by you shall be within the area of the delivery address and shall be accessible to the courier. We will endeavour to follow any delivery instructions you provide but this cannot be guaranteed. 8.5 The courier company may try to contact you on the telephone so that delivery can take place. The delivery driver will use the telephone number associated with your account, which may also be printed on the delivery label. 8.6 Our obligation to deliver the box shall be fulfilled once the courier delivers the box at the safe spot specified by you or the box is considered safe by the courier. 8.7 If the personal handover of the box is not possible and no leave safe is available, we may also deliver the box to a nearby household or business. A household or business shall be regarded ‘nearby’ if the recipient resides in the same building as the original addressee. In addition, the box may also be delivered to a recipient residing in proximate walking distance to the delivery address (e.g. same housing complex, building on the opposite side of the street, next-door building). All aforementioned nearby households and businesses are subsequently referred to as neighbours. 8.8 The customer will be notified of such delivery to a neighbour by delivery notice or via email. If neither a personal handover nor a delivery to a neighbour is possible, you will be in default of acceptance. 8.9 Earth & Wheat will not attempt a further delivery. You are obliged to bear all expenses related to aforesaid default of acceptance. Earth & Wheat reserves the right to change your delivery date with prior notice. If we have left your Products in your safe place, or another place deemed safe by our driver, and they are stolen or damaged, we do not accept liability, but we may offer you a refund or other compensation at Earth & Wheat’s complete discretion. … Earth & Wheat – T&Cs – Last updated: 29.05.2021 9. RISK AND TITLE 9.1 Once the delivery is completed, according to the preceding paragraph (i.e. signed for by a customer, left in a safe spot as specified by the customer or considered safe by authorised courier company, or delivered to a neighbour if no leave safe is provided or available) the risk of any damage or loss of the box will be with the customer. Earth & Wheat shall not be held liable for any damage, defect or loss which may occur thereafter. 9.2 The Customer is fully responsible for any damages or losses due to any ambiguity regarding the safe spot specified by you. Earth & Wheat is not obliged to review the safe spot as to its general suitability. 9.3 Refusal of the box does not negate the charge for the Services. Earth & Wheat will not be liable for any losses sustained by the customer relating to a refusal of delivery by our authorised courier company. 10. PRICE AND PAYMENT 10.1 The price of the Products and delivery charges will be as quoted on our Website when your subscription is created, except for in cases of obvious error. If you believe there is an error, you should immediately contact us via email: hello@earthandwheat.com 10.2 All subsequent orders will be the same cost unless a change is made to the subscription by the customer e.g., change of box type, the period has ended during a discount promotion or Earth & Wheat acts on its reserved right to make changes to prices. In the event of price changes, Earth & Wheat will attempt to provide notice and reasoning, in good faith, but will not be required to do so. 10.3 In all Service Countries Product prices include VAT where applicable. 10.4 Product prices and delivery charges are liable to change at any time, but the changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation. 10.5 Payment for all Products and Services must be by credit or debit card. We accept payment with Visa and Mastercard. 10.6 Payment details are stored securely by a third party to allow recurring payment for future orders. Further details are set out in our privacy policy available on our Website. Earth & Wheat does not have access to view your full credit or debit card details. 10.7 Payment is processed the morning after the renewal date. E.g. Renewal date 27.05.21 will likely be charged 00:00-03:00 on 27.5.21. 10.8 If payment for your order is unsuccessful the Product may still be dispatched and the sale will be deemed to have occurred. 10.8.1 In such circumstances Earth & Wheat will re attempt payment through the recurring payment method. 10.8.2 It is your responsibility to ensure sufficient funds are available to process the payment for the order or update payment details if required. 10.9 If our third-party payment provider has new card details (e.g. your previous card expired or was lost or stolen) these will be updated on our system automatically in order to process future payments on your subscription. Earth & Wheat – T&Cs – Last updated: 29.05.2021 costs involved in collection. 11. PAYMENT COLLECTION Payments are typically, but not necessarily, processed in advance of a scheduled shipment and delivery. In the case that Earth & Wheat has shipped and or delivered your Products to fulfil the Services agreed as part of this Contract, in advance of payment, and the Customer’s payment fails, the following terms in Clause 11. apply: 11.1 If payment is not processed when re-attempted by Earth & Wheat, we reserve the right to recover the debt through alternative means, either directly or through a third-party debt collection agency. Earth & Wheat will attempt to retry your payment in the subsequent days from your failed payment attempt on the renewal date, as part of the Services provided to the Customer in the Contract. 11.2 We may contact you via email, letter, call or text to retrieve the funds. 11.3 If you fail to settle any outstanding balance or fail contact Earth & Wheat within ten days of the delivery date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of our bank at the time the debt was incurred. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any outstanding amount. 11.4 If the payment has not been settled or we do not gain any satisfactory guarantee for payment your contact details and order information may be referred to a third-party debt collection agency. You will be liable for any fees or charges incurred due to this referral and retrieval of funds you owe to Earth & Wheat, including other reasonable administrative 11.5 We reserve the right to suspend or terminate your service when there is an outstanding balance on your Earth & Wheat account. 13.1 REFUNDS 13.1 If you are unhappy with your box for a legitimate reason such as: the box was under the weight stated on the packaging label, the box was severely damaged during transport to the extent that your items were damaged, or the box did not arrive, we will offer an appropriate refund as long as it can be shown that the box you were charged for was not supplied as it should have been. 14.1 We warrant to you that any Product purchased from us through our site will, on delivery, conform with its description, be of satisfactory quality, and be reasonably fit for all the purposes for which products of that kind are commonly supplied. 15. EARTH & WHEAT’S LIABILITY 15.1 Subject to clause 15.2, if we fail to comply with these terms and conditions, we shall only be liable to you for the purchase price of the Products, and no more than the amount actually paid by you for that Product. 15.2 Nothing in this agreement excludes or limits our liability for: 15.2.1 Death or personal injury caused by our negligence; 15.2.2 Fraud or fraudulent misrepresentation; 15.2.3 Any breach of the obligations implied by section 12 of the Sale of Goods Act 1979; 15.2.4 Defective products under the Consumer Protection Act 1987; or 15.2.5 Any other matter for which it would be illegal for us to exclude or attempt to exclude our liability. 16. WRITTEN COMMUNICATION 16.1 Applicable laws require that some of the information or communications we send to you Earth & Wheat – T&Cs – Last updated: 29.05.2021 18. TRANSFER OF RIGHTS AND OBLIGATIONS should be in writing. When using our Website, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our Website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights. 16.2 You, the Customer, will only make formal communication with Earth & Wheat via email, from your email address that you used to register for our Services on our Website. Our only contact email addresses are: hello@earthandwheat.com delivery@earthandwheat.com plans@earthandwheat.com 16.3 You understand that any communication to us via social media, or communication made to us by you, the Customer, from any other email address which is not linked to your Earth & Wheat account is not verifiable by our customer services team and company and will not necessarily be replied to or actioned. This is mainly due to, but not limited to, internal data protection protocols and security concerns, for the protection of our customers. 17. NOTICES 17.1 All notices given by you to us must be given to SIGNATURE FLATBREADS LTD (T/A Earth & Wheat) at hello@earthandwheat.com. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 16 above. Notice will be deemed received and properly served immediately when posted on our Site, 24 hours after an e-mail is sent, or two days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e mail address of the addressee. 18.1 The Contract between you and us is binding on you and us and on our respective successors and assignees. 18.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent. 18.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract. 19. INTELLECTUAL PROPERTY RIGHTS 19.1 We are the owner or the licensee of all intellectual property rights in our Website, whether registered or unregistered, and in the material published on it. These works are protected by copyright laws and all such rights are reserved. 19.2 You may print off one copy, and may download extracts, of any pages from our site for your personal reference. You must not use any part of our copyright materials for commercial purposes without first obtaining a licence to do so from us and our licensors. 19.3 If you post comments on the Products or Services to any website, blog or social media network (Commentary) you must ensure that such commentary represents your fairly-held opinions. By subscribing to the Services you irrevocably authorise us to quote from your Commentary on our Site and in any advertising or social media outlets which we may create or contribute to. … Earth & Wheat – T&Cs – Last updated: 29.05.2021 21. WAIVER 20. EVENTS OUTSIDE OF OUR CONTROL 20.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (“Force Majeure Event”). 20.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: 20.2.1 Strikes, lock-outs or other industrial action; 20.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; 20.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster; 20.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; 20.2.5 Impossibility of the use of public or private telecommunications networks; and 20.2.6 The acts, decrees, legislation, regulations or restrictions of any government. 20.2.6 Diseases, including but not limited to epidemics and pandemics and related restrictions. 20.3 Our performance under any Contract 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 Contract may be performed despite the Force Majeure Event. 21.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations. 21.2 A waiver by us of any default will not constitute a waiver of any subsequent default. 21.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 13 above. 22. SEVERABLITY 22.1 If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law. 23. ENTIRE AGREEMENT 23.1 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract. 23.2 We each acknowledge that, in entering into a Contract, neither of us relies on any representation or warranty (whether made innocently or negligently) Earth & Wheat – T&Cs – Last updated: 29.05.2021 that is not set out in these terms and conditions or the documents referred to in them. 23.3 Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. 23.4 Nothing in this clause limits or excludes any liability for fraud. 24. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS 24.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes including but not limited to changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities. 24.2 You will be subject to the policies and terms and conditions in force at the time that you order Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products). 25. LAW AND JURISDICTION 25.1 Contracts for the purchase of Products through our website and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of England and Wales. END ____________________________________________