These Terms and Conditions explain how You may use this website (the 'Site') which is provided by Us free of charge. References in these Terms and Conditions to the Site includes the following website: www.wisby.com, and all associated web pages. Please read these Terms and Conditions carefully before using the Site. By accessing or using the Site or otherwise indicating Your consent, You agree to be bound by these Terms and Conditions. Your use of the Site means that You must also comply with Our Privacy policy and Our Cookie policy.
If You do not agree with or accept any of these Terms and Conditions, You should stop using this Site immediately. If You have any questions about this Site, please contact Us by email at support@wisby.com or by telephone on +44 (0) 207 084 6784. Please note that We may record calls for quality and training purposes.
This Contract sets out the following Terms and Conditions:
1.1 The following definitions apply:
Affiliate |
Means any entity that directly or indirectly controls, is controlled by or is under common control with, another entity; |
Bribery Laws |
means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption; |
Business Day |
Means a day other than a Saturday, Sunday or bank or public holiday in England; |
Confidential Information |
Means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract; |
Content |
Means any text, images, video, audio or other multimedia content, software or other information or material submitted to or on the Site; |
Contract |
Means the agreement between the Us and the Client for the supply and purchase of Services incorporating these Terms and Conditions and the Order; |
Control |
Means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company; |
Controller |
Shall have the meaning given to it in applicable Data Protection Laws from time to time; |
Cookie Policy |
Means the policy, which governs how We use cookies in the Site; |
Client |
Means a person or party or company who/which purchases the Services from Us and whose details are set out in the Order; |
Data Protection Laws |
Means, as binding on either party or the Services: (a) The Directive 95/46/EC (‘Data Protection Directive’) and/or Data Protection Act 2018 (‘DPA 2018’) and/or the GDPR; and (b) Any laws which implement any such laws and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; |
Data Subject |
Shall have the meaning given to it in applicable Data Protection Laws from time to time; |
Force Majeure |
Means an event or sequence of events beyond Our or Your reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying Us or You from performing Our or Your obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving Our or Our suppliers’ workforce or Your workforce, but excluding Your inability to pay or circumstances resulting in Your inability to pay; |
GDPR |
Means the General Data Protection Regulation (EU) 2016/679; |
Intellectual Property Rights |
Means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case: (a) Whether registered or not; (b) Including any applications to protect or register such rights; (c) Including all renewals and extensions of such rights or applications; (d) Whether vested, contingent or future; (e) To which the relevant party is or may be entitled, and (f) In whichever part of the world existing; |
International Organisation |
Shall have the meaning given to it in the GDPR; |
Location |
Means the address for performance of the Services as set out in the Order; |
Modern Slavery Policy |
Means the Supplier's anti-slavery and human trafficking policy in force and notified to the Client from time to time; |
Order |
means the order for the Services from the Supplier placed by the Client in a form/format provided by the Supplier; |
Personal Data |
Shall have the meaning given to it in applicable Data Protection Laws from time to time; |
Personal Data Breach |
Shall have the meaning given to it in the GDPR; |
Price |
has the meaning set out in clause 3.1; |
Privacy Policy |
Means the policy, which governs how We process any Protected Data collected from You; |
Processor |
Shall have the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly); |
| Protected Data | Means Personal Data received from or on behalf of the Client in connection with the performance of the Supplier’s obligations under the Contract; |
Services |
means the services set out in the Order or otherwise formally agreed in writing by the Supplier and the Client and to be included in the Services and to be performed by the Supplier for the Client; |
Specification |
Means the description or specification of the Services set out or referred to in the Order; |
Sub-Processor |
Means any agent, sub-contractor or other third party (excluding its employees) engaged by the Supplier for carrying out any processing activities on behalf of the Client in respect of the Protected Data; |
Supplier Personnel |
Means all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; |
Terms and Conditions |
Means Our Terms and Conditions of supply set out in this Contract; |
Unwanted Submission |
Has the meaning given to it in clause 16.1; and |
VAT |
Means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services. |
We, Us or Our or Supplier |
Means WISBY LIMITED registered in England and Wales under company registration number 08626315, and ICO registration number 08626315 and whose registered office is at 106 Lower Addiscombe Road, Croydon, CR0 6AD; |
You or Your or Yours |
Means the person or Client accessing or using the Site or its Content and/or entering into a Contract with Us. |
1.2 In these Terms and Conditions, unless the context requires otherwise:
1.2.1 Any clause, schedule or other headings in these Terms and Conditions is included for convenience only and shall have no effect on the interpretation of these Terms and Conditions;
1.2.2 A reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
1.2.3 A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.4 A reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.5 A reference to a gender includes each other gender;
1.2.6 Words in the singular include the plural and vice versa;
1.2.7 Any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.8 A reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
1.2.9 A reference to legislation is a reference to that legislation as in force at the date of this Contract and amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract; and
1.2.10 A reference to legislation includes all subordinate legislation made as at the date of the Contract and from time to time under that legislation.
2.1 These Terms and Conditions apply to and form part of this Contract between You and Us. They supersede any previously issued terms and conditions of purchase or supply.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Your purchase conditions, order, confirmation of order, specification or other document shall form part of this Contract except to the extent that We otherwise agree in writing.
2.3 No variation of these Terms and Conditions or to an Order or to this Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on Our behalf.
2.4 Each Order by You to Us shall be an offer to purchase Services subject to these Conditions.
2.5 An Order may be withdrawn or amended by You at any time provided that notice in writing of such withdrawal or amendment by You is received by Us before acceptance by Us. If We are unable to accept an Order, We shall notify You as soon as reasonably practicable.
2.6 The offer constituted by an Order shall remain in effect and be capable of being accepted by Us for 20 Business Days from the date on which the You submitted the Order, after which time it shall automatically lapse and be withdrawn.
2.7 We may accept or reject an Order at Our discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:
2.7.1 Our written acceptance of the Order; or
2.7.2 Us performing the Services or notifying You that We are ready to be performed (as the case may be).
2.8 Rejection by Us of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by You.
2.9 We may issue quotations to You from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by You.
2.10 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.
3.1 The price for the Services shall be as set out in the Order or, in default of such provision, shall be calculated in accordance with Our scale of charges as advised by Us before the date the Order is made(Price).
3.2 The Prices are exclusive of VAT (or equivalent sales tax).
3.3 You shall pay any applicable VAT to Us on receipt of a valid VAT invoice.
3.4 We may increase the Prices at any time by giving You not less than 20 Business Days’ notice in writing provided that the increase does not exceed 30% of the Prices in effect immediately prior to the increase.
3.5 Notwithstanding clause 3.4, We may increase the Prices with immediate effect by written notice to You where there is an increase in the direct cost to Us of supplying the relevant Services which exceeds 5% and which is due to any factor beyond Our control.
4.1 We shall invoice You for the Services at any time prior to the performance of the Services or any other time as agreed by You and Us.
4.2 You shall pay to the bank account nominated by Us, all invoices in full without deduction or set-off, in cleared funds within 7 days of the date of each invoice; and
4.3 Time of payment is of the essence. Where sums due under these Terms and Conditions are not paid in full by the due date, We may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of the Bank of England from time to time in force, and interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
We may, entirely at our discretion, set and vary credit limits from time to time and withhold all further supplies if You exceed such credit limit.
6.1 An Order shall specify whether the Services are to be performed at the Location on the date(s) specified in the Order or performed at an alternative premises set out in the Order (as the case may be). You shall make such premises available for Us so that We are able to make the Services available to be performed within the period set out in the Order.
6.2 The Services shall be deemed performed on completion of the performance of the Services as specified in the Order.
6.3 We may perform the Services in instalments. Any delay in performance or defect in an instalment shall not entitle You to cancel any other instalment.
6.4 Time of performance of the Services is not of the essence. We shall use Our reasonable endeavours to meet estimated dates for performance, but any such dates are approximate only.
6.5 We shall not be liable for any delay in or failure of performance caused by Force Majeure or Your failure to: (i) make the Location available, (ii) prepare the Location in accordance with Our instructions or as required for performance of the Services or (iii) provide Us with adequate instructions for performance or otherwise relating to the Services;
7.1 The Site is for Your personal and non-commercial use only.
7.2 You agree that You are solely responsible for:
7.2.1 All costs and expenses You may incur in relation to Your use of the Site; and
7.2.2 Keeping your password and other account details confidential.
7.3 The Site is intended for use only by those who can access it from within the UK. If You choose to access the Site from locations outside the UK, You are responsible for compliance with local laws where they are applicable.
7.4 We seek to make the Site as accessible as possible. If You have any difficulties using the Site, please contact Us at support@wisby.com.
7.5 We may prevent or suspend Your access to the Site if You do not comply with any part of these Terms and Conditions, any terms or policies to which they refer or any applicable laws.
8.1 While We try to make sure that the Site is accurate, up-to-date and free from bugs, We cannot promise that it will be. Furthermore, We cannot promise that the Site will be fit or suitable for any purpose. Any reliance that You may place on the information on this Site is at Your own risk.
8.2 We may suspend or terminate operation of the Site at any time as We see fit.
8.3 Content is provided for Your general information purposes only and to inform You about Us and Our products and news, features, services and other websites that may be of interest. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes.
8.4 While We try to make sure that the Site is available for Your use, We do not promise that the Site is available at all times nor do We promise the uninterrupted use by You of the Site.
9.1 We warrant that, for a period of 6 months from performance (the Warranty Period), the Services shall:
9.1.1 Conform in all material respects to their description and the Specification;
9.1.2 Be free from material defects;
9.1.3 Be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13;
9.1.4 Be fit for purpose and any purpose held out by the Supplier and set out in the Order; and
9.1.5 In the case of media on which the results of the Services are supplied, be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
9.2 You warrant that You have provided Us with all relevant, full and accurate information as to Your business and needs.
9.3 We shall, at Our option, remedy, re-perform or refund the Services that do not comply with clause 9.1, provided that:
9.3.1 You serve Us with a written notice not later than 5 Business Days from performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and
9.3.2 Such notice specifies that some or all of the Services do not comply with clause 9.1 and identifies in sufficient detail the nature and extent of the defects; and
9.3.3 You give Us a reasonable opportunity to examine the claim of the defective Services.
9.4 The provisions of these Terms and Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.
9.5 Except as set out in this clause 9:
9.5.1 We gives no warranties and makes no representations in relation to the Services; and
9.5.2 Shall have no liability for Our failure to comply with the warranty in clause 9.1,
and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
9.6 You shall be entitled to exercise Your rights under clause 9 notwithstanding that the Services were not rejected following any initial inspection.
10.1 For the purposes of this clause 10 the expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
10.2 You and Us shall comply with applicable Bribery Laws including ensuring that adequate procedures to prevent bribery are in place and all reasonable endeavours are used to ensure that all of Your or Our personnel, all others associated with You or Us and all of Your or Our sub-contractors involved in performing the Contract so comply.
10.3 Without limitation to clause 10.2, neither You nor Us shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on Your or Our behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on Your or Our behalf.
10.4 Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 10.
11.1 You and Us undertake, warrant and represent that:
11.1.1 Neither You nor Us nor any of Your or Our officers, employees, agents or sub-contractors:
(a) Have committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
(b) Have been notified that there is an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
(c) Are aware of any circumstances within the supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
11.1.2 You and Us shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy; and
11.1.3 You shall notify Us immediately in writing if You become aware or have reason to believe that You, or any of Your officers, employees, agents or sub-contractors have breached any of Your obligations under clause 11.1. Such notice shall set out full details of the circumstances concerning the breach of Your obligations.
11.2 Any breach of clause 11.1 by You shall be deemed a material breach of the Contract and shall entitle Us to terminate the Contract with immediate effect.
12.1 You shall indemnify, and keep Us indemnified from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Us as a result of or in connection with Your breach of any of Your obligations under the Contract.
12.2 You shall have in place contracts of insurance with reputable insurers to cover Your obligations under these Terms and Conditions. On request, You shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. You shall on request assign to Us the benefit of such insurance.
13.1 Except for any legal responsibility that We cannot exclude in law (such as for death or personal injury), We are not legally responsible for any losses (whether direct or indirect) that were not foreseeable to You and Us when these Terms and Conditions were formed or that were not caused by any breach on Our part, for business losses and for consequential, indirect or special losses, loss of profit, loss or corruption of data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated), harm to reputation or loss of goodwill.
13.2 The extent of Our liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.
13.3 Our total liability shall not exceed the sums paid to Us by You.
14.1 This Site and all Intellectual Property Rights in it including but not limited to any Content are owned by Us, Our licensors or both (as applicable). We and Our licensors reserve all of Our and their rights in any Intellectual Property Rights in connection with these Terms and Conditions.
14.2 Nothing in this Contract grants You any legal rights in the Site other than as necessary to enable You to access the Site. You agree not to adjust to try to circumvent or delete any notices contained on the Site (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within the Site.
14.3 The use of any trade marks on the Site is strictly prohibited unless You have Our prior written permission.
14.4 We shall indemnify You from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by You as a result of any action, demand or claim that performance of benefit of the Services infringes the Intellectual Property Rights of any third party (IPR Claim), provided that We shall have no such liability if You:
14.4.1 Do not notify Us in writing setting out full details of any IPR Claim of which You have notice as soon as is reasonably possible;
14.4.2 Make any admission of liability or agree any settlement or compromise of the relevant IPR Claim without Our prior written consent;
14.4.3 Do not let Us have the conduct of or settle all negotiations and litigation arising from the IPR Claim at Our sole discretion;
14.4.4 Do not take all reasonable steps to minimise the losses that may be incurred by You or by any third party as a result of the IPR Claim; or
14.4.5 Do not, at Our request, provide Us with all reasonable assistance in relation to the IPR Claim (at Your expense) including the provision of prompt access to any of Your relevant premises, officers, employees, contractors or agents.
14.5 If any IPR Claim is made or is reasonably likely to be made, We may at Our option:
14.5.1 Procure for You the right to continue receiving the benefit of the relevant Services; or
14.5.2 Modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement, provided the Services remain in material conformance to their Specification.
14.6 Our obligations under clause 14.1 shall not apply to Services modified or used by You other than in accordance with the Contract or Our instructions. You agree to indemnify Us against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by Us in connection with any claim arising from such modification or use.
The Site may contain hyperlinks or references to third party websites other than the Site. Any such hyperlinks or references are provided for Your convenience only. We have no control over third party websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website does not mean that We endorse that third party's website, products or services. Your use of a third party site may be governed by the terms and conditions of that third party site.
16.1 While We try to make sure that the Site is secure, We cannot guarantee the security of any information that You supply to Us and therefore We cannot guarantee that it will be kept confidential. For that reason, You should not let Us have any patentable ideas or patent applications, advertising or marketing suggestions, prototypes, or any other information that You regard as confidential, commercially sensitive or valuable (Unwanted Submissions). While We value Your feedback, You agree not to submit any Unwanted Submissions.
16.2 We may use any Unwanted Submissions as We see reasonably fit on a free-of-charge basis (bear in mind that We have no way of knowing whether such information is confidential, commercially sensitive or valuable because We do not monitor the Site to check for these matters). Therefore, We will not be legally responsible for keeping any Unwanted Submissions confidential nor will We be legally responsible to You or anybody else for any use of such Unwanted Submissions.
17.1 Software may be made available for You to download in order to help the Site work better. You may only use such software if You agree to be bound by the terms and conditions that apply to such software. You will be made aware of any terms and conditions that apply to the software when You try to download it. If You do not accept such terms and conditions, You will not be allowed to download the software. You should read any terms and conditions carefully to protect Your own interests (they may contain provisions that set out what Your legal rights are under, what Your legal responsibilities are when using software, what the software provider’s legal responsibilities are, and provisions that limit a software provider’s legal responsibilities to You).
17.2 All such software is solely for Your personal use in a non-commercial manner.
17.3 Using the software in an unlawful way (such as reproducing or redistributing it in a way that breaches these Terms and Conditions and any others that apply to it) is expressly prohibited and may result in civil and criminal penalties.
18.1 You shall keep confidential all Our Confidential Information and shall only use the same as required to perform this Contract. The provisions of this clause shall not apply to:
18.1.1 Any information which was in the public domain at the date of the Contract;
18.1.2 Any information which comes into the public domain subsequently other than as a consequence of any breach of this Contract or any related agreement;
18.1.3 Any information which is independently developed by You without using information supplied by Us; or
18.1.4 Any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract,
except that the provisions of clauses 18.1.1 to 18.1.3 shall not apply to information to which clause 18.4 relates.
18.2 This clause shall remain in force in perpetuity.
18.3 You shall not make any public announcement or disclose any information regarding this Contract, except to the extent required by law or regulatory authority.
18.4 To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any of the provisions of clause 19.1.
19.1 We agree that You are a Controller and We are a Processor for the purposes of processing Protected Data pursuant to this Contract. You shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. You shall ensure all instructions You give Us in respect of Protected Data (including the terms of the Contract) is at all times in line with Data Protection Laws.
19.2 We shall process Protected Data in compliance with the obligations placed on Us under Data Protection Laws and the terms of this Contract.
19.3 You shall indemnify and keep Us indemnified against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by You of Your obligations under this clause.
19.4 We shall:
19.4.1 Only process, and shall ensure Our Personnel only processes, the Protected Data in accordance with Data Protection Laws and this Contract (and not otherwise unless alternative processing instructions are agreed between You and Us in writing) except where otherwise required by applicable law (and shall inform You of that legal requirement before processing, unless applicable law prevents Us doing so on important grounds of public interest); and
19.4.2 Without prejudice to clause 19.1, if We believe that any instruction We receive from You is likely to infringe Data Protection Laws We shall promptly inform You and We will be entitled to cease to provide the Services until You and Us have agreed appropriate amended instructions which are not infringing.
19.5 Taking into account the state of technical development and the nature of processing, We shall implement and maintain the technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
19.6 We shall:
19.6.1 Not permit any processing of Protected Data by any agent, sub-contractor or other third party (except Our, or Our Sub-Processors’ own, employees, in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without Your consent;
19.6.2 Prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause that is enforceable by Us and ensure each such Sub-Processor complies with all such obligations;
19.6.3 Remain fully liable to You under this Contract for all the acts and omissions of each Sub-Processor as if they were Our own; and
19.6.4 Ensure that all persons authorised by Us or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
19.7 You authorise the appointment of the Sub-Processors as agreed with Us.
19.8 We shall, taking into account the nature of the processing and the information available to Us, and at Your cost:
19.8.1 Assist You in ensuring compliance with Your obligations pursuant to Articles 32 to 36 of the GDPR and any similar obligations under applicable Data Protection Laws; and
19.8.2 Assist You by appropriate technical and organisational measures, insofar as this is possible, to fulfil Your obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR and any similar obligations under applicable Data Protection Laws in respect of any Protected Data.
19.9 We may process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data to third parties such as business partners and service providers, which are located in countries outside the European Economic Area (EEA) for the purpose of fulfilling Our obligations and providing Our service, and their countries might not have the same data protection laws as the United Kingdom and EEA. In those circumstances, any transfer of Protected Data will be subject to the use of relevant safeguards, including but not limited to European Commission approved contracts, as permitted under Article 46 of the Regulation. We will ensure the transfer complies with Data Protection Laws and We will use standard data protection contract clauses that have been approved by the European Commission, thus safeguarding Your privacy rights and giving You remedies in the unlikely event of a security breach.
19.10 When You use or contact Us via this Site, or purchase a Service from Us, You agree that We may transfer Your Protected Data to countries outside the European Economic Area. Rest assured that We will always ensure any transfer is subject to appropriate security measures to safeguard Your Protected Data.
19.11 We shall, in accordance with Data Protection Laws, make available to You such information that is in Our possession or control as is necessary to demonstrate Our compliance with the obligations placed on Us under this clause and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR.
19.12 We shall notify You without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
19.13 On the end of the provision of the Services relating to the processing of Protected Data, at Your cost and Your option, We shall either return all of the Protected Data to You or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Us to store such Protected Data. This clause 19 shall survive termination or expiry of this Contract.
20.1 We shall not be liable if delayed in or prevented from performing Our obligations due to Force Majeure, provided that We promptly notify You of the Force Majeure event and its expected duration, and We use Our best endeavours to minimise the effects of that event.
20.2 If, due to Force Majeure, We are or shall be unable to perform a material obligation or We are delayed in or prevented from performing Our obligations for a continuous period exceeding 14 days or a total of more than 30 days in any consecutive period of 90 days, then You agree to renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.
21.1 We may terminate the Contract at any time by giving notice in writing to You if You:
21.1.1 Commit a material breach of these Terms and Conditions and such breach is not remediable;
21.1.2 Commit a material breach of these Terms and Conditions which is capable of being remedied and such breach is not remedied within 7 days of You receiving written notice of such breach;
21.1.3 Have failed to pay any amount due under this Contract on the due date and such amount remains unpaid within 7 days after We have given You notification that the payment is overdue;
21.1.4 Stop carrying on all or a significant part of Your business, or indicate in any way that You intend to do so or any consent, licence or authorisation You hold, is revoked or modified such that You are no longer able to comply with Your obligations under the Contract or receive any benefit to which You are entitled.;
21.1.5 Are unable to pay Your debts either within the meaning of section 123 of the Insolvency Act 1986 or if We reasonably believe that to be the case;
21.1.6 Become the subject of a company voluntary arrangement under the Insolvency Act 1986, have a resolution passed for Your winding up or have a petition presented to any court for Your winding up or an application is made for an administration order, or any winding-up or administration order is made against You; or
21.1.7 Have a receiver, manager, administrator or administrative receiver appointed over all or any part of Your undertaking, assets or income.
21.2 We may terminate this Contract any time for no reason and for any reason by giving You 1-month notice in writing. Termination or expiry of the Contract shall not affect any of Our accrued rights and liabilities at any time up to the date of termination.
22.1 If You are unhappy with Us, please contact Us as soon as possible and We will try to resolve any disputes with You quickly and efficiently; and any dispute arising between You and Us out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause.
22.2 If You and Us cannot resolve a dispute using Our complaint handling procedure, We shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
22.2. 1Within 7 days of service of the notice, Our managers and Yours shall meet to discuss the dispute and attempt to resolve it.
22.2.2 If the dispute has not been resolved within 7 days of the aforementioned first meeting, then the matter shall be escalated to chief executives or persons of equivalent seniority, who shall meet within 7 days to discuss the dispute and attempt to resolve it.
22.3 The specific format for the resolution of the dispute shall be left to Our reasonable discretion.
22.4 If the dispute has not been resolved within 7 days of the first meeting of chief executives or persons of equivalent seniority then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.
22.5 Until we have completed the steps referred to in clauses 22.1, 22.2. and 22.4 and have failed to resolve the dispute, neither You nor Us shall commence formal legal proceedings or arbitration except that either You or Us may at any time seek urgent interim relief from the courts or emergency arbitrator relief.
23.1 All notices under this Contract shall be in writing, in the English language, marked for the attention of Our or Your representative, and shall be deemed duly given if signed by, or on behalf of, a duly authorised representative of the party giving the notice. In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other party.
23.2 Notices shall be deemed to have been duly given:
23.2.1 When delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
23.2.2 When sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
23.2.3 O n the seventh business day following mailing, if mailed by airmail, postage prepaid.
23.3 All references to time are to the local time at the place of deemed receipt.
23.4 This clause does not apply to notices given in legal proceedings or arbitration.
The rights and remedies provided in the Contract for Us only are cumulative and not exclusive of any rights and remedies provided by law.
Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to Your obligations only.
You shall at Our request and at Your own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
27.1 You and Us agree that the Contract constitutes the entire agreement between You and Us and supersedes all previous agreements, understandings and arrangements between You and Us, whether in writing or oral in respect of its subject matter.
27.2 You and Us acknowledge that You and Us have not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. You and Us shall not have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
27.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
No variation of this Contract shall be valid or effective unless it is agreed and duly signed or executed by Us in writing. We reserve the right to vary these Terms and Conditions from time to time. Our updated Terms and Conditions will be displayed on the Site and by continuing to use and access the Site following such changes, You agree to be bound by any variation made by Us. It is Your responsibility to check these Terms and Conditions from time to time to verify such variations.
You may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without our prior written consent, which we may withhold or delay at our absolute discretion.
30.1 We are entitled to set-off under the Contract any liability which We have or any sums which We owe to You under the Contract or under any other contract which we have with You.
30.2 You shall pay all sums that You owe to Us under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
You and Us are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between You and Us, other than the contractual relationship expressly provided for in it. Neither You nor Us shall have, nor shall represent that You have or We have, any authority to make any commitments on the other party’s behalf.
You recognise that any breach or threatened breach of the Contract may cause Us irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Us, You acknowledge and agree that We are entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
33.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
33.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, You and Us shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
34.1 No failure, delay or omission by the Contract in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
34.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by Us shall prevent any future exercise of it or the exercise of any other right, power or remedy by Us.
34.3 A waiver of any term, provision, condition or breach of the Contract by Us shall only be effective if given in writing and signed by Us, and then only in the instance and for the purpose for which it is given.
You shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to You and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform Your obligations under or in connection with this Contract.
You shall pay Your own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract and any documents referred to in it.
37.1 Except as expressly provided for in clause 37.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
37.2 Our Affiliates shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliates is not required in order to rescind or vary the Contract or any provision of it.
38.1 The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
38.2 You and Us irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
Last updated June 2018