PLATO School Website System Terms and Conditions of Sale

AGREED TERMS

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1          Definitions:

1              Additional Services: any services that are additional or supplemental to the Services and which the Customer requires from time to time which the Supplier or any other company has agreed to provide to the Customer.

2              Association Organisation: any organisation which forms part of the same Group as the Customer.

3              Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services for the Purpose.

4          Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for normal banking business.

5          Commencement Date: has the meaning given in clause 4.4.

6          Consumer Prices Index: the Consumer Prices Index (CPI)(all items)(United Kingdom).

7          Customer/you/your: the person or firm who purchases Services from the Supplier as detailed in the Quotation.

8          Deliverables: the deliverables as set out in the Quotation.

9          Group: in relation to a company, that company, any subsidiary, or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group

10         Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

11         Licence: the licence granted by the Supplier to the Customer in relation to the ability to access and use the Services in accordance with clause 6.1.

12         Losses: claims, actions, proceedings, losses, damages, expenses, and costs (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses).

13         Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day.

14         Order: Customer’s acceptance of the Quotation.

15         Order Confirmation: as defined at clause 4.4.

16         Purpose: the use by the Customer and its Authorised Users to access and operate the websites created by us for the Customer.

18         Quotation: the quotation provided by the Supplier to the Customer, and which contains the description of the Services.

19         Services: the services including any Deliverables, to be supplied by the Supplier to the Customer as set out in the Quotation. 

20         Site: is the PLATO School Website System where we: display information and prices about the Services and any associated Services; provide Quotations; accept and manage orders for Services; notify you from time to time of offers and changes of the Services that we supply to customers  : www.blueappleeducation.com

or any other URL which the Supplier notifies to the Customer from time to time either in writing or by publishing details on the Site.

21         Subscription Fees: the subscription fees payable by the Customer to the Supplier for the use of the Website and associated Services during the Subscription Term, set out in the Quotation and confirmed in the Order Confirmation

22        Subscription Term: the term of the Contract being the period commencing on the Commencement Date and ending on the date on which the Contract is terminated

2. About us

Supplier details. Blue Apple Design Limited (company number 04025094) (Supplier, we and us) trading as Blue Apple Education, and our registered office and main trading address is at 61 Bridge Street, Kington, Herefordshire, England, HR5 3DJ. Our VAT number is GB764850893. We own and operate the website www.blueappleeducation.com

 

3. Our Contract with you

3.1        Our Contract. These terms and conditions (Terms) set out the terms under which we will provide the Services to you. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3.1          Updates. We reserve the right to update these Terms from time to time without further notification to you. An acceptance of your order is a deemed acceptance of these Terms and any subsequent amendments or updates provided by us or on the Site from time to time.

3.2          Business Customers. These Terms apply to business customers only. 

3.3          Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

3.4          Language. These Terms are made only in the English language.

4. Placing an Order

4.1          Placing your Order. Please send your order to [email protected]lueappleuk.com or follow the onscreen prompts to place your Order. You may only submit an Order using the method set out on the Site. Each Order is an offer by you to buy the Services specified in the relevant Quotation subject to these Terms.

4.2          Submitting your order. You are responsible for ensuring that before you place an Order, that you have checked the details of the Services set out in the relevant Quotation are complete and accurate.

4.3          Acknowledging receipt of your order. After you place your Order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your Order has been accepted.

4.4          Accepting your order. Our acceptance of your Order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation. The Order Confirmation may contain:

(a)           your order number;

(b)           details of the Services ordered; and

(c)           charges.

4.5          If we cannot accept your Order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your Order. If you have already paid for the Services, we will refund you the full amount.

4.6          If you change your Order. We will confirm all changes in writing. Further charges may be incurred.

4.7          Cancellation of order.

4.8.1     We may cancel your Order at any time in writing before or during the provision of the Services if in our opinion the required personnel and/or required materials necessary for the provision of the Services are not available. If we cancel your Order we will refund the price you have paid less the charges reasonably and actually incurred by us in performing the Services up to the date of the cancellation. Any sums due to you under this clause will be:

(a)           refunded to you as soon as possible and in any event within 21 days of the cancellation; and

(b)           made using the same payment method that you used when ordering the Services.

4.8.2     You may cancel your Order in accordance with clause 18

5. The Services

5.1          Compliance with specification. Subject to our right to amend the specification we will supply the Services to you in accordance with the specification for the Services appearing on our Order Confirmation at the date of your order in all material respects.

5.2          Changes to specification. We reserve the right to amend the specification of the Services if required and we will notify you in advance of any such amendment.

5.3          Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only

5.4          Service Levels. The Supplier shall use commercially reasonable endeavours to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for:

(i)            planned maintenance carried out during the Supplier’s maintenance window (i.e. anytime outside Normal Business Hours);

(ii)           unscheduled maintenance performed during Normal Business Hours, provided that the Supplier has used commercially reasonable endeavours to give the Customer at least six (6) Normal Business Hours’ notice in advance; and

(iii)          unscheduled emergency maintenance in respect of any security or other emergency reasons including events which are outside of the Supplier’s reasonable control.

(iv)          NOTE this clause does not mean that we are available 24 hours for troubleshooting or Service issues. Please deal with any complaints in accordance with clause 11.

6. Purchase of and right to the use the Services

6.1          In consideration of the Customer paying the Subscription Fees and the Customer’s compliance with the Terms, the Supplier hereby grants to the Customer a personal, non-exclusive, non-transferable, revocable licence which permits the Customer (and its Authorised Users) to access and use the Services solely for the Purpose and solely for the benefit of and on behalf of itself and any Associated Organisation (as the case may be) during the Subscription Term only.

6.2          The Customer acknowledges and agrees that:

(i)            it is not granted any right to sub-licence the rights which are granted to it by the Supplier in clause 6.1;

(ii)           to the extent that Authorised Users have been granted the right to use the Services this right shall only be for the Purpose;

(iii)          it does not have any right or interest in the underlying source code which is used to deliver the Services and the rights granted to the Customer are limited to a right to access the Services using the allocated username and password, subject to the terms of the Contract; and

(iv)          with respect to any Associated Organisations which it allows to use the Services (pursuant to clause 6.1), the Customer shall ensure that such Associated Organisations are made aware of the Terms, and shall be responsible for ensuring that such Associated Companies comply with the obligations set out in the Contract as though they were the Customer under the Contract and a reference to the Customer in these Terms shall be construed accordingly.

6.3          The Customer shall not, and shall procure that its Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services or use the Services for any purpose that:

(i)            is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(ii)           facilitates illegal activity;

(iii)          depicts sexually explicit images;

(iv)          promotes unlawful violence;

(v)           is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;

(vi)          in a manner that is otherwise illegal or causes damage or injury to any person or property,

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause (including the right to suspend access to and use of the Services entirely or partially for such period as the Supplier shall determine in its absolute discretion).

6.4          The Customer shall not, and shall procure that each Authorised User shall not:

(i)            except as may be allowed by any applicable law which is incapable of exclusion or by agreement in writing between the parties:

(i)            and except to the extent expressly permitted under the Contract, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website or the Services (including the software which enables the provision of the Services) in any form or media or by any means; or

(ii)           attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services (to the extent that the Services are software-enabled); or

(ii)           use the Services to provide services to third parties; or

(iii)          licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or

(iv)          attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 6.

6.5          The Customer shall ensure that there is no unauthorised access to, or use of, the Services and, in the event of any unauthorised access or use, the Customer shall immediately notify the Supplier and co-operate with the Supplier to mitigate the consequences of any unauthorised access or use (including prompt and diligent compliance with any reasonable instructions of the Supplier).

7. Your obligations

7.1          It is your responsibility to ensure that:

(a)           the terms of your Order are complete and accurate;

(b)           you cooperate with us in all matters relating to the Services;

(c)           you provide us with such complete and accurate information we may reasonably require in order to supply the Services,

(d)           you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(e)           all payments are made by the date due

(f)            you keep all materials, equipment, documents and other property that belong to us (Our  Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation;

(g)           you ensure that your network and systems comply with the relevant specifications as advised by us from time to time; and

(h)           you procure and maintain your network connections and telecommunications links from your systems to our data centres, and are responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

(i)            you do not add any plugins, functionality, software or other additional programmes to the Services without our express written permission which may be refused if we reasonably believe that such plugins, functionality, software or additional programmes will interfere with or affect the performance of the Services.

7.2          If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 7.1 (Your Default):

(a)           we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 16 (Termination);

(b)           we will be entitled to reject any new orders from you or amend current Orders;

(c)           we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services or as a result of Your Default; and

(d)           it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default (including any legal costs).

7.3          You shall ensure that the information or materials you provide under clause 7.1 do not infringe any applicable laws, regulations or third-party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to induce racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party intellectual property rights) (Inappropriate Content).

7.4          You agree to indemnify us and keep us indemnified against all Losses arising as a result of any action or claim where the materials provided by you constitute Inappropriate Content.

8. Our responsibilities and exclusions

8.1          We shall use reasonable endeavours to provide the Services to you in accordance with the Contract.

8.2          We shall use reasonable endeavours to meet any milestone specified in the Order Confirmation but, any such dates shall be estimates only and time for performance by us shall not be of the essence of the Contract.

8.3          We warrant that the Services will be provided using reasonable care and skill.

8.4          We may agree to provide content such as news, articles, on-page amendments and other information and content intended for the Website (Content). Any Content will be provided in good faith, but whilst we will use reasonable endeavours to ensure the accuracy of such information, we provide no warranties (express or implied) regarding accuracy or completeness or fitness for any purpose.  Where UK regulatory authorities have jurisdiction over Content, we will use reasonable endeavours to ensure compliance with the requirements of such regulatory bodies.  However, some of the Content may not be intended for access from certain other jurisdictions and no representation or warranty is made as to whether the Content complies with the regulatory regime of jurisdictions other than the United Kingdom.  Should we become aware that any item of Content that has been provided may be inaccurate or unlawful we shall notify you and when we request you to withdraw it, you will agree to do so immediately.

8.5          You agree that the Contract shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract or which are derived from the provision of the Services and we will be free to use its general knowledge, skill, experience and know-how acquired as a result of the provision of the Services which shall remain our absolute property.

9. Subscription Fees

9.1          In consideration of us providing the Services, you must pay the Subscription Fees in accordance with this clause 9 and clause 10.

9.2          If you wish to purchase any Additional Services, then you will be required to enter into a separate contract in relation to such Additional Services setting out the terms of the supply of such Additional Services (including applicable additional charges payable) you agree and acknowledge that such Additional Services will not form part of the Services to be provided by us to you pursuant to the Contract.

9.3          The Supplier acknowledges that the Subscription Fees may be changed if the Customer chooses to move from monthly to annual payments (or vice versa) by giving notice in accordance with clause 10.7, then the Supplier shall notify the Customer of the changes to the Subscriptions Fees as a result and the resulting changes to the Subscription Fees shall be reflected in the next invoice submitted after the date of the notice period.

9.4          Our Subscription Fees may change from time to time, but changes will not affect any Order you have already placed other than as provided for in the Contract or unless there is an increase in the costs of providing any software or other part of the Services that is not owned or licenced by us (Third Party Costs Increase) in which case we pass on such Third Party Costs Increase directly to you and the Subscription Fees will be increased accordingly.

9.5          The Subscription Fees are exclusive of VAT. Where VAT is payable, you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

9.6          It is always possible that, despite our reasonable efforts, some of the Services on our Site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our Site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your Order. We will not process your Order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the Order as cancelled and notify you in writing. However, if we mistakenly accept and process your Order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may cancel the supply of the Services and refund you any you have paid less the charges reasonably and actually incurred by us in performing the Services up to the date of the cancellation.

9.7          We may increase the Subscription Fees on an annual basis with effect from 1 September in line with the percentage increase in the Consumer Prices Index in the preceding 12-month period.

10. How to pay

10.1        The Subscription Fees shall be paid monthly or annually (or part monthly or annually) in advance, as selected by the Customer. We will take your first payment upon acceptance of your Order.

10.2        Payment for the Services shall be by way of Direct Debit, or by bank transfer, PayPal, Wise or Stripe. We do not accept cheques. We reserve the right to charge an administration fee of an amount equal to 10% of the Subscription Fees (subject to a minimum payment of £10) will be payable if you request to pay via another method of payment.  

10.3        We will send you an electronic invoice when the Subscription Fees are due (monthly or annually as you elect) Payment must be received by us in cleared funds within 14 days of the date of invoice. For any failed or cancelled payments, a £100 administration fee will be levied.

10.4        You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10.5        If you do not make any payment to us by the due date we may charge you interest on the overdue sum at the rate of 4% per annum above the base lending rate of the Bank of England from time to time.  Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgement.  You must pay any interest due when paying an overdue sum.

10.6        Payment of the Subscription Fees on the due date for payment shall be of the essence of the Contract.

10.7        You may give us one month’s written notice of your request to change from monthly to annual (or vice versa) invoicing at your request in accordance with this clause 10.

11. Complaints

If a problem arises or you are dissatisfied with the Services, any complaints must be made in writing to: [email protected] within 7 days of the problem arising, or the date that you reasonably became aware of the problem, so that we have the best chance of investigating the issue promptly and responding positively to you. Complaints are normally dealt with within 12 hours of Normal Business Hours on Business Days only.

12. Intellectual property rights

12.1        All Intellectual Property Rights in or arising out of or in connection with the Services including but not limited to the Content and any software  (other than intellectual property rights in any materials provided by you) will be owned by us and other than the Licence, you shall acquire no rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.

12.2        You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to:-

(a)           copy and modify any materials provided to us by you; and

(b)           to access and use your websites or name, logo, company name and trademark, for the term of the Contract for the purpose of providing the Services to you.

12.3        We shall retain the property and copyright in all of Our Materials. Our Materials shall not be communicated or shared with any other person, firm or company without our prior written consent.

12.4        Where specified in the Order Confirmation we shall provide any software that is not owned or licenced by us to you under the standard licence terms provided by the relevant third parties, copies of which shall be provided to you, and you agree to be bound to the relevant third parties by such licence terms and to indemnify and hold us harmless against any loss or damage which it may suffer or incur as a result of your breach of such terms howsoever arising.

12.5        If we provide the Services or any of them in accordance with a specification submitted or prepared by you or any other information or documentation provided by you, you shall indemnify us and keep us indemnified against all Losses awarded against or incurred by us in connection with, or paid or agreed to be paid by us in settlement of, any claim for infringement of any third party IPR which results from our use of your specification or such other information.  This indemnity shall apply whether or not you have been negligent or at fault and does not limit us to any further compensation rights.

13. How we may use your personal information

13.1        We will use any personal information you provide to us to:

(a)           provide the Services;

(b)           process your payment for the Services; and

(c)           inform you about similar services or products that we provide, but you may stop receiving these at any time by contacting us.

13.2        We will process your personal information in accordance with our Privacy Policy at www.blueappleeducation.com/privacypolicy

 

14. Limitation of liability:

14.1        Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a)           death or personal injury caused by negligence;

(b)           fraud or fraudulent misrepresentation; and

(c)           breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

14.2        Subject to clause 14.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a)           loss of profits;

(b)           loss of sales or business;

(c)           loss of agreements or contracts;

(d)           loss of use or corruption of software, data or information;

(e)           loss of or damage to goodwill;

(f)            any indirect or consequential loss; and

(g)           no liability for representations, common law duty or under any implied terms.

14.3        Subject to clauses 14.1 and 14.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Subscription Fees paid under the Contract in the 12 months prior the date on which the relevant event giving rise to such liability occurs.

14.4        We have given commitments as to the compliance of the Services with the relevant specification. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

14.5        Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire one month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

14.6        This clause 14 will survive termination of the Contract.

15. Confidentiality

15.1        We each undertake that we will not at any time during the Contract, and for a period of three years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients, suppliers or deliverables under the Services except as permitted by clause 15.3.  

15.2        Confidential information includes all trade secrets, data, know-how and other such information (in whatever form held including written, oral, visual and electronic) that either party may have or acquire which is for the time being not publicly known and which is used in, or otherwise relates to, any part of that party’s business (Confidential Information).

15.3        We each may disclose the other’s Confidential Information:

(a)           to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this  clause 15; and

(b)           as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.4        Each of us may only use the other’s Confidential Information for the purpose of fulfilling our respective obligations under the Contract.

16. Termination

16.1        Consequences of termination and survival:

16.1.1    You may give us one month’s written notice to terminate the Services in accordance with clause 18.

16.1.2    We may suspend the performance of the Services or terminate the Contract with immediate effect by giving written notice to you if:

(a)           you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within twenty-one days of you being notified in writing to do so;

(b)           you fail to pay any amount due under the Contract on the due date for payment;

(c)           you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to the court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d)           you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

(e)           your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

16.2        On termination or expiry of the Contract in relation to the Services (Terminated Services):

(a)           where applicable, the Licence in relation to such Terminated Services shall immediately terminate and you acknowledge that you shall cease to be able to use any of the Terminated Services, subject to the provisions of this clause 16.2;

(b)           you shall immediately pay all outstanding unpaid invoices and interest in relation to the Terminated Services and, in respect of Terminated Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

(c)           we shall return any materials you provided to us;

(d)           you shall return to us all of Our Materials;

(e)           termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of that termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of that termination or expiry (as the case may be).

16.3        Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.]

17. Events outside our control

17.1        We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control) including without limitation:

(a)           acts of God, flood, drought, earthquake or other natural disasters;

(b)           epidemic or pandemic;

(c)           terrorist attack, civil war, civil commotion or riots, war, the threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d)           nuclear, chemical or biological contamination or sonic boom;

(e)           any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f)            the collapse of buildings, fire, explosion or accident;

(g)           non-performance by suppliers or subcontractors;

(h)           unavailability of the internet network; and

(i)            interruption or failure of utility service.

17.2        If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a)           we will contact you as soon as reasonably possible to notify you; and

(b)           our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

17.3        You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 Business Days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred by us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

18. Cancellation

18.1        You may cancel the Contract at any time by giving to us at least one month’s prior written notice, to expire at the end of a calendar month.

18.2        If you wish to cancel under this clause, you may contact us directly :

Telephone: +44 (0) 330 223 0766;

Email: [email protected]

and in each case, provide us with your name, address, email address, telephone number, and order number.

18.3        Eligibility for refunds may vary according to the Services ordered.  You will be required to pay for Services supplied up until the point at which you inform us that you wish to cancel (please note that this may include charges for preparatory work that we have undertaken where we have reasonably incurred costs).  Such sums will be deducted from any refund due to you or, if no refund is due, we will invoice you for the relevant sums.  Details of the relevant terms will be provided in our Order Confirmation.

18.4        Refunds under this clause will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform us that you wish to cancel.

18.5        Refunds under this clause will be made using the same payment method that you used when ordering the Services.

19. Non-solicitation

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

20. Communications between us

20.1        When we refer to “in writing” in these Terms, this includes email.

20.2        Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.

20.3        A notice or other communication is deemed to have been received:

(a)           if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b)           if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

(c)           if sent by email, at 9.00 am the next working day after transmission.

20.4        The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

21. General

21.1        Assignment and transfer

(a)           We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on the Site if this happens.

(b)           You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

21.2        Variation. Any variation of the Contract only has an effect if it is in writing and signed by you and us.

21.3        Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

21.4        Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

21.5        Third-party rights. The Contract is between you and us. This contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

21.6        Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.