By placing an order you, the customer, agree to the following terms and conditions (the “agreement”) governing your use of We are Riley Ltd online self serve portal and/or purchase of products offline (“service”) as supplied by We are Riley Ltd. (Unit 11 Monahan Road Business Park, Cork T12YP52 )

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the power authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must alert a Riley representative and do not use the service. This agreement is effective when you submit an order via our wholesale website/self serve portal (“effective date”) or when you confirm your purchase with a riley team member offline. 


**1. Introduction**

This Master Service Agreement ("Agreement") is entered into at the point of confirming an order with Riley. 

**2. Services and Product**

2.1 Company [Riley] agrees to supply sanitary products and related services ("Services") as detailed below in points 2.2-2.4 to the customer. 

2.2 Customer agrees to engage the Company for the provision of Services as outlined in this Agreement. Please note Riley is a product service supplier, all installation of certain product items such as free-vend surface or wall mounted dispensers are to be installed by the customer themselves, guided installation terms will be provided. All replenishment of stock on site or to a customer premises is to be looked after by the customer and or their procurement and or facilities/cleaning teams or whomever they deem fit. Riley does not provide the restocking of product items on customer sites. 

2.3 Should a customer purchase one of Riley's free-vend dispensing units, the customer agrees to only stock Riley sanitary products within these units. Should the customer break these terms, Riley will be within their right to request that the dispensing units be returned without a refund. Unless the customer sends confirmation via email that this will not occur again. Riley’s product offering is labelled on the units as being a sustainable and eco-friendly option, any other product that is not a Riley product placed in the units may cause damage or harm to Riley as a brand or lead to legal implications down the line if the service user finds an issue with the product that they have used. 

2.4 Should the customer purchase products from Riley and intend to pass them on to another company, partner company or company associated with the customer, Riley will need to be informed of this arrangement. The same terms apply that are outlined in item 2.3. 

2.5 Product shelf life. Riley products hold a 3 year shelf life from time of manufacture date, any issues pertaining to this please alert your Riley Account Manager. This shelf life date is kept on record by Riley operations team and will also be on the delivery label on the product box. 

2.6 Toxic Shock Syndrome. Where Riley products are displayed it is a requirement to highlight product ingredients and information surrounding safe usage and Toxic Shock Syndrome. Riley will assist to provide marketing collateral around this if a client has chosen to use their own means of display and not Riley dispensing units. This information is listed on all Riley dispensing units.

2.7 Riley believes that sanitary products should be as readily available as toilet paper in all restroom facilities, period. Considering this, Riley products should only be provided to users at no cost, and Riley will not enter into agreements with customers who intend to charge the end user for Riley-supplied sanitary products. If Riley becomes aware that products are being monetized for the end user, Riley reserves the right to terminate the contract with the customer unless they agree to distribute the products without imposing charges on the end user.

2.8 ‘Trial Dispensing Unit’. If a customer has availed of a ‘Trial Dispensing Unit’ prior to placing an order, this unit must be returned within a 7 day period. Riley will supply a return label for such dispensers. 

**3. Term**

The initial term of this Agreement shall commence on the Date of confirming or placing an order and shall continue for the duration of supply. Once off orders are also facilitated through the B2B Sales and Account Management teams, as well as Riley’s wholesale website that allows customers to avail of a self-serve option.

**4. Shipping, Delivery and Returns

4.1 Shipping will be made on receipt of a PO or confirmation of payment. Shipping can be processed across Ireland, UK and EU. International shipping can be discussed where applicable. A valid EIRCODE or Postal code must be provided with a shipping address. Shipment is made from our warehouses in Northern Ireland or Slovenia. 

4.2 Delivery is made by 3rd party couriers or local postal services. Contact information to include name and phone number for the customer representative accepting delivery must be provided. Should the customer not accept the delivery, the customer must alert their Riley Account Manager or the Wholesale Website as soon as possible. Should delivery not be made on the second attempt due to the shipment not being accepted, extra shipping fees will need to be charged to the customer. If an order is delivered to the wrong address or the customer has not received their order, the customer must alert their Riley Account Manager or the Wholesale Website as soon as possible. An internal investigation will occur, where Riley will process a new order to be shipped as soon as possible. 

4.3 Returns are not accepted for any sanitary products due to health and safety issues. 

4.4 Damaged items. Should items arrive damaged, the customer should alert their Riley Account Manager or the Wholesale Website. Riley requires pictures to be taken of the damaged goods and of the box/packaging in which the goods arrived. Once pictures have been received Riley will do an internal review and will process a new order for dispatch to replace damaged goods if deemed acceptable. 

4.5 Stock on hold. Riley will only facilitate holding stock for customers with a contract value amount above €15,000. 

**5. Fees and Payment**

5.1 Customers shall pay Company the fees in full unless otherwise stated and agreed upon.

5.2 Payment shall be due in full within 30 days of the date of Company's invoice unless agreed otherwise with pre-agreed credit terms. 

5.3 Invoicing will be received electronically through our Accounting platform Xero and/or Shopify.

5.4 Not adhering to the pre-agreed credit terms may result in difficulties in placing future orders with Riley. The law now provides that unless you are an individual consumer, interest applies automatically to invoices where payment is not made within 30 days or pre-agreed credit terms. The applicable interest rate is 8.00%.

5.5 If you wish to query any invoice, you should raise your queries with us within 14 days of the invoice date to

5.6 In Ireland, VAT is not applied to sanitary products as they are VAT exempt, however VAT is applied to Dispensers and Shipping costs. If a client company is VAT exempt we require your Tax Authorisation Certificate before processing any order and will need to include this on any quotes and or invoices for our own records for Tax purposes.

**6. Confidentiality**

6.1 Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed by the other party.

6.2 Riley requests that all proposals and rate cards be kept confidential and not shared with third parties.

**7. Intellectual Property**

6.1 Company retains all right, title, and interest in and to any intellectual property developed or provided in connection with the Services.

**7. Limitation of Liability**

7.1 In no event shall either party be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement.

**8. Governing Law and Dispute Resolution**

8.1 This Agreement shall be governed by and construed in accordance with the laws of Ireland. 

8.2 Any dispute arising out of or in connection with this Agreement shall aim to be resolved through good faith negotiations between the parties.