These Terms and Conditions apply as between you and Winsome Home Designs, www.winsomehomedesigns.com (hereinafter “Winsome”, “we” or “us”). Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the website and our online shop.
Introduction
If you place an order for one of our Products through our website, on which we present these Terms and Conditions, upon confirmation that such order is accepted a contract of sale will be executed between you and Winsome, which will be governed by these Terms and Conditions and specifically by the Terms of Sale mentioned below.
TERMS OF SALE
These Terms of Sale apply to all offers and contracts relating to the sale and delivery of Products by
us. In other words, you agree to these Terms of Sale, when you
(i) order any Product from the website,
(ii) order any Product at any web page directly connected to the website or
(iii) when you accept an offer for a Product from us. It is only possible to deviate from these Terms of Sale if agreed in writing by us.
1. Basis of Order and Acknowledgement
1.1. The Contract is subject to these terms and conditions to the exclusion of all other terms and conditions (including any terms and conditions you purport to apply in any Contract).
1.2. Minimum order quantities and/or values may apply at our discretion.
1.3. You represent that you are at least 18 years of age, and if you live in another state or country, you are of the age necessary to enter into contracts according to the laws of your home state or country.
1.4. A Contract shall not be effective until we have issued written acknowledgement and acceptance of such Contract (notwithstanding any earlier confirmation of receipt).
1.5. We may in our sole discretion decline any purchase order placed by you. No change or modification of the Contract shall be allowed after acceptance by us unless accepted in writing by us. If there is any conflict between the prices indicated online and our acknowledgement of the Contract, then the latter shall take precedence.
2. Products Descriptions and Prices
2.1. We do our best to ensure that the information about Products is accurate and up to date. However, we do not guarantee that there will be no errors in the description and/or pricing of
the Products, or that Products will always be available if you wish to place an Order to purchase them. Also, the colors you see on your screen may depend on your computer system and settings, so we cannot guarantee that your computer will accurately display such colors.
2.2. We reserve the right to modify the information about Products displayed on our Site, including as regards prices, description and availability. However, such changes will not affect Orders for which you have already received an Order Receipt email.
3. When Orders are not accepted
3.1. While we do our best to always accept Orders, we could however refuse an Order in certain
cases, for example if: you provide us with incomplete, incorrect or fraudulent information regarding your identity, age, payment details, billing information, shipping address; we discover that there was an error on our Site relating to the Products you ordered, for example as regards the price or description displayed the Products you ordered are unfortunately out of stock or no longer available; We have reasonable grounds to believe that you intend to resell the Products. If we cannot accept your Order we will contact you by email as soon as possible but in any case no later than 30 days from the date of your Order.
3.2. If we cannot accept your Order because the Products are no longer available, or because of
an error in the price and/or other information on our Site, we will refund you any money you
may have already been charged for such Products.
4. Cancellation of Orders
4.1. Winsome reserves the right to cancel, at any time before delivery and for whatever reason, an
Order that it has previously accepted. Winsome may do this for example, but without
limitation, where:
4.1.1. Winsome’s suppliers are unable to supply Products that they have previously promised
to supply;
4.1.2. an event beyond Winsome’s control, such as storm, fire, flood or failure of computer
systems, means that Winsome is unable to supply the Products within a reasonable time;
4.1.3. Products ordered were subject to an error on the website, for example, in relation to a
description, price or image, which was not discovered prior to the Order being accepted;
4.1.4. you ask Winsome to cancel your Order; or
4.2. You may cancel your Order where Winsome:
4.2.1. has breached a material term of this Agreement;
4.2.2. is not able to deliver your Order within a reasonable time of the estimated delivery time,
other than a result of any delay: (i) for which you are wholly or partly responsible such as a failure to provide the correct delivery address or to pay for the Products; or (ii) which was outside Winsome’s control.
4.3. Where Winsome cancels your Order after acceptance it will send you an e-mail notifying
you of cancellation.
4.4. In the event of Winsome or you are cancelling your Order after payment has been processed,
Winsome will refund any money paid in respect of that Order, typically within 14 days.
4.5. Except to the extent otherwise required by law or as expressly set out in these terms and conditions, Winsome will not be liable to you, or any other person, for any loss, damage, cost
or expense suffered as a direct or indirect result of cancellation of your Order, whether in
contract, negligence or any other tort, equity, restitution, strict liability, under statute or
otherwise at all.
5. Availability
Winsome reserves the right to withdraw or suspend from sale any Products displayed on the
website, either temporarily or permanently, at any time without notice to you. Except to the extent
otherwise required by law, Winsome will not be liable to you, or any other person, for any loss,
damage, cost or expense suffered as a direct or indirect result of the unavailability of any Products
at any time, whether in contract, negligence or any other tort, equity, restitution, strict liability,
under statute or otherwise at all.
6. Passing of Risk and Title
The risk in the Product shall pass to you on delivery as set forth herein. The full legal, beneficial
and equitable title to the Product shall remain vested in us (even though they have been delivered
and risk has passed to you) until we give written notice to you to pass legal and beneficial ownership of the Product to you or, if earlier:
(a) payment in full, in cash or cleared funds, for all the Product has been received by us; and
(b) all other money payable by you to us or under the Contract or any other contract or order has been received by us. Our rights and remedies set forth herein are in addition to and shall not in any way prejudice, limit or restrict any of our other rights or remedies under the Contract or in law or equity. We shall be entitled to maintain an action against you for the price of the Product notwithstanding that legal, equitable and beneficial title to and property in the Product has not passed to you.
7. Delay in availability or delivery of Goods
7.1. You agree and acknowledge that:
7.1.1. Winsome does not guarantee the dispatch or delivery or availability of Goods within the
time frames set out, estimated delivery times listed for your Order or any other time
frames otherwise specified by Winsome;
7.1.2. stock availability and events outside Winsome's control may cause delays, or in some
circumstances, prevent your Goods from being delivered;
7.1.3. delays are particularly likely to occur during busy sale periods such as those around
Christmas, Easter and public holidays; and
7.1.4. except to the extent expressly set out in these Terms and Conditions or otherwise
required by law , neither Winsome nor any of its agents will be liable to you, or any
other person, for any loss, damage, cost or expense suffered as a direct or indirect result
of any delay in delivery of the Goods to you or delay in the availability of Goods,
whether in contract, negligence or any other tort, equity, restitution, strict liability, under
statute or otherwise at all.
8. Refunds of your money
8.1. Where Winsome is obliged to refund your payment pursuant to these Terms and Conditions,
Winsome aims to initiate your refund within 14 working days. The additional time that it takes for you to actually receive your refund will depend upon how quickly your financial institution processes the refund.
8.2. Except to the extent otherwise required by law, Winsome will not be liable to you, or any other person, for any loss, damage, cost or expense suffered as a direct or indirect result of any delay in you receiving any refund due to you, whether in contract, negligence or any other tort, equity, restitution, strict liability, under statute or otherwise at all.
9. Damaged or Faulty Items
9.1. In the unlikely event that you have received a damaged item, please e-mail us including as
much information as possible about the fault you have discovered so we can thoroughly investigate the issue for you. As part of this process, we may ask for a photo of the fault or damage so we can assess the best course of action. We may offer exchange for your faulty item(s), refunds for faulty items will be given at our discretion.
9.2. Please note that we do not cover damage or faults caused by neglect, misuse, or normal wear
and tear. However, if you do damage one of your items, we may be able to suggest a solution, so please do not hesitate to get in touch with us.
10. Chargebacks
You agree to contact Winsome prior to raising a request for a chargeback or any dispute with your
bank or card issuer in relation to any Transaction. If you make a card payment through Winsome,
and later dispute a legitimate charge by raising a chargeback without merit or legitimate reason
(as determined at our sole discretion), whether fraudulently or otherwise, then we reserve the right
to blacklist you by providing compelling evidence to refute your invalid chargeback request and
or pursue legal action as the case may be.
11. Warranty
11.1. We warrant that the Product furnished hereunder shall, at the time of delivery, be free from defects in material and workmanship. You shall submit to us reasonable written details establishing a breach of the warranty set forth above. Unless agreed otherwise by us in writing, our liability for failure of any Product to comply with the foregoing shall be limited to replacing that Product found. We shall pay all reasonable return packaging and transportation costs of a valid claim. If requested by us, you shall promptly deliver back to us any Product which have been replaced.
11.2. We shall not be liable for a breach of the warranty in any of the following circumstances:
(i) the Product has been modified, altered, used in its intended purpose or misuse or neglect;
(ii) the Product has not been used in accordance with our instructions;
(iii) normal wear and tear, willful or accidental damage; (iv) the price for the Product, or any
other Products or services supplied by us or our affiliates, has not been received in full.
11.3. Minor deviations from specifications which do not affect performance of the Product shall not be deemed to constitute defects in materials or workmanship or a failure to comply with the specifications referred to.
12. Exclusion and Limitation of Liability
12.1. These terms and conditions set out our entire liability (including any liability for the acts or omissions of our sub-contractors) in respect of the Product supplied by us and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract. Nothing in these terms and conditions shall exclude or limit our liability for death or personal injury caused by our negligence or for fraudulent misrepresentation or for any liability that cannot legally be excluded or limited.
12.2. In no event shall we be liable for:
(i) any loss of anticipated profits;
(ii) any loss of actual profits, (direct or indirect);
(iii) any loss of anticipated savings;
(iv) any loss of business or revenue;
(v) any economic loss of whatever nature;
(vi) any indirect, special or consequential loss or damage, or punitive or exemplary damages, howsoever caused;
(vii)any loss arising as a result of any third party bringing a claim of any nature whatsoever; and/or
(viii) any loss resulting from use, application of or results obtained from any software
incorporated into the product.
12.3. We shall not be liable for any such loss whether or not any such loss or damage was foreseen, direct, foreseeable, known or otherwise. Our total aggregate liability arising out of or in connection with the performance or contemplated performance of the contract whether for negligence or breach of contract or for any cause whatsoever shall in no event exceed the price paid by you for the product giving rise to your claim.
12.4. To the extent permitted by law, the period in which any claim arising out of or related to the contract must be brought is limited to one year from the date that such claim or cause of action is discovered or should have been discovered with the exercise of due diligence, and no claim may be brought after the expiry of this agreed limitation period.
12.5. Every effort has been made to ensure that these terms and conditions adhere strictly with the relevant legal provisions. However, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
13. Accuracy of Billing and Account Information
13.1. We reserve the right to refuse any order you place with us. We may, in our sole
discretion, limit or cancel quantities purchased per person, per household or per order. In the
event that we make a change to or cancel an order, we may attempt to notify you by
contacting the e-mail and/or billing address/phone number provided at the time the order was
made. We reserve the right to limit or prohibit orders that, in our sole judgement, appear to
be placed by dealers, resellers or distributors.
13.2. You agree to provide current, complete, and accurate purchase and order information
for all purchases made at our store.
13.3. You agree to promptly update your order information, including your email address
and credit card numbers and expiration dates, so that we can complete your transactions and
contact you as needed.
TERMS OF USE
These Terms of Use apply to your access to and use of the website. Your access to and use of the website and the information, materials, products, and services available through the website are subject to these Terms of Use. If you do not agree to be bound by these terms of use, do not access or use the website.
1. Changes to these Terms of Use
1.1. We may make changes to these Terms of Use at any time if we believe it is reasonably
necessary to do so (including for security, legal or regulatory reasons). We will give you as much advance notice of this as is reasonably possible (and may do so by communicating the changes to you either when you log in to the website or by sending you notice using the contact information that you have provided to us and/or by any other means we think is appropriate).
1.2. Your continued use of the website will constitute your acceptance of any new or amended terms and/or updates.
2. Copyright and ownership
2.1. All of the content featured or displayed on the website, including but not limited to text, graphics, photographs, images, moving images, sound, and illustrations protected by intellectual property law other than User-Provided Content (together "Content"), is owned by
Winsome, its licensors, vendors, agents, and/or its Content providers.
2.2. You must not use the website or any Content other than for its intended purpose. Except where we tell you otherwise on the website, you may view, play, print, and download documents, audio, and video found on the website for personal, informational, and non-commercial purposes only.
2.3. You must not modify any of the materials and you must not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or work contained on the website.
2.4. Except as authorised under applicable copyright law, you are responsible for obtaining permission before reusing any copyrighted material that is available on the website. For purposes of these Terms of Use, the use of any such material on any other mobile application, website, or online service is prohibited.
2.5. You are responsible for complying with all laws which apply to you and your use of the website. The website, its Content, and all related rights shall remain the exclusive property of Winsome or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark, or other proprietary notices from material found on the website.
3. Accuracy of information
We attempt to ensure that information on the website is complete, accurate, and current. Despite
our efforts this may not always be the case. Please note that we are not required to maintain or
update any such information. You should not rely on any such information and any reliance on
any such information is at your own risk.
4. Your provision of information
When you provide information about yourself to us or to other users of the website, including when you create an Account, you agree to: (a) provide accurate and current information, and not to provide information that attempts to impersonate another individual; and (b) maintain and promptly update such information to keep it accurate and current. If you provide any information
about yourself that is untrue or inaccurate, or we have reasonable grounds to suspect that such
information is untrue or inaccurate, we retain the right to suspend or terminate any account you
establish, decline to provide you with services on the website, and/or refuse any or all current or
future use of the website or any portion thereof.
5. Your conduct
5.1. You may use our website only for lawful purposes. You may not use our website:
5.1.1. in any way that breaches any applicable local or international laws or regulations;
5.1.2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
5.1.3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and
5.1.4. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
5.2. You also agree:
5.2.1. not to reproduce, duplicate, copy or re-sell any part of our website in contravention of
the provisions of our Terms; and
5.2.2. not to access without authority, interfere with, damage or disrupt:
5.2.3. any part of our website;
5.2.4. any equipment or network on which our website is stored;
5.2.5. any software used in the provision of our website; or
5.2.6. any equipment or network or software owned or used by any third party.
6. Operation of the website and termination of this agreement
We reserve the right to do any of the following, at any time, at our sole discretion, with or without notice: (i) modify, suspend, or terminate operation of or your access to the website, or any portion
of the website, or the agreement between you and us under these Terms of Use, for any reason including but not limited to for your violation of these Terms of Use; (ii) modify or change the
website, or any portion of the website; (iii) interrupt the regular operation of the website, or any
portion of the website, as necessary to perform routine or non-routine maintenance, to correct
errors, or to make other changes to the website required for, inter alia, changes to the technical
environment or functionalities, changes in the number of users or improvements to the services.
7. Access to the website
7.1. Neither Winsome, nor any of its respective affiliates guarantee that the functions contained
on the website will be uninterrupted or error-free or that defects will be corrected.
7.2. We may suspend, withdraw, discontinue, or change all or any part of the website without notice.
8. Our responsibility for loss or damage suffered by you
8.1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply
with these terms, we are responsible for loss or damage you suffer that is a foreseeable result
of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if
either it is obvious that it will happen or if, at the time you accepted these terms, both we and
you knew it might happen.
8.2. We do not exclude or limit in any way our liability to you where it would be unlawful to do
so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors or for fraud or fraudulent misrepresentation.
8.3. The website is for domestic and private use. If you use the website for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
9. Even if we delay in enforcing this contract, we can still enforce it later
If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
10. Miscellaneous
10.1. In case of contradiction between these Terms and any content contained in other parts of the website or in links, These Terms contained in this document prevail.
10.2. We reserve the right to make changes to these Terms and Conditions at any time.
10.3. The use of this website as well as any purchase agreement executed between you and us, will be subject to the version of these Terms and Conditions in force at the time you place the order through this website or the day you browse this website (as applicable).
10.4. Please check these Terms and Conditions periodically for changes.
11. Data protection
Winsome fully respects the privacy of individuals who access and use the website. Your personal information will be collected and used to fulfil necessary contractual obligations outlined in these
Terms and Conditions. For details on the manner in which we use cookies, the type of information
we collect, how and for what purpose, we use your information and under what circumstances we
disclose information please see our Privacy Policy.
12. Sub-contracting and assignment
Winsome reserves the right to sub-contract, transfer, assign or novate all or any of our rights and obligations under these Terms provided that your rights under these Terms are not affected. You may not sub-contract, assign or otherwise transfer any of your rights or obligations under these terms and conditions without our consent in writing.
13. Events beyond reasonable control
Winsome will be not held responsible for any delay or failure to perform or comply with our
obligations under these terms and conditions when the delay or failure arises from any cause
which is beyond Winsome’s reasonable control.
14. Severance
Each provision of these Terms and Conditions shall be construed separately and independently of
each other. If any provision is deemed invalid, void or otherwise unenforceable, that provision
shall be deemed severable from and shall not affect the enforceability of any of the other
provisions of these Terms.
15. Applicable law and jurisdiction
These Terms shall be governed by the laws of the state of [Insert State], United States and
Winsome and you agree to submit to the exclusive jurisdiction of the Courts of [Insert County].
TERMS OF SERVICE
These Terms of Service (the “Terms”) constitute a legal agreement between you and Winsome Home Designs (hereinafter “and Winsome Home Designs”, “we”, “our”) and you the user (“you”) governing the use of the services whether booked through the Winsome Home Designs website www.winsomehomedesigns.com or another method (hereinafter the “Services”).
1. General Conditions
1.1. We reserve the right to refuse service to anyone for any reason at any time.
1.2. Prices for our Services are subject to change without notice.
1.3. We reserve the right at any time to modify or discontinue the Service (or any part or content
thereof) without notice at any time.
1.4. We shall not be liable to you or to any third-party for any modification, price change,
suspension, or discontinuance of the Service.
1.5. We reserve the right, but are not obligated, to limit the sales of our Services to any person.
We may exercise this right on a case-by-case basis.
1.6. We do not warrant that the quality of any products, services, information purchased or
obtained by you will meet your expectations, or that any errors in the Service will be
corrected.
2. Definitions and Interpretation
2.1. In these Terms and Conditions, unless the context otherwise requires, the following
expressions have the following meanings:
2.2. “Business Day” means any day other than a Saturday, Sunday or public holiday;
2.3. “Calendar Day “means any day of the year;
2.4. “Deposit” means an advance payment made to us under sub-Section 5.3.
2.5. “Month” means a calendar month;
2.6. “Price” means the price payable for the Services as fully detailed in the issued Quotation;
2.7. Each reference in this Agreement to “writing” and any similar expression includes electronic communications whether sent by e-mail, or other means.
2.8. Each reference to a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.
2.9. Each reference to “this Agreement” is a reference to this Agreement.
2.10. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
2.11. Each reference to the singular shall include the plural and vice versa.
3. The Contract
3.1. This Agreement governs the provision of Services by us and embodies the contract between us and you. Before accepting this Agreement, please ensure that you have read it carefully. If you are unsure about any part of this Agreement, please contact us for clarification.
3.2. A legally binding contract between us and you will be created upon our mutual acceptance of this Agreement, indicated by us and you.
4. Ownership
4.1. All Services developed or prepared by us, or our employees or Subcontractors for you become the property of you and deemed “Work Product” provided that (i) the Services are produced in final form by us for you, (ii) you have paid us all fees and costs associated with creating and, where applicable, producing the Services.
4.2. Notwithstanding any other provision of this Agreement, we retain all right, title and interest in and to, our Designs, Ideas, Design Concepts, Project Drawings, 3D Concepts including any intellectual property rights with respect to designs, processes, specifications, software, applications, source code, object code, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by us or our licensors, and regardless of whether incorporated in any Work Product, (i) prior to the Effective Date; (ii) independently of, or not in connection with the performance of, the Services; (iii) in the general conduct of its business or to serve general functions that are not specific to Client’s unique requirements; or (iv) if generally applicable, non-site specific and unrelated to the “look and feel” of the Services or other deliverables, in connection with the Services.
5. Price and Payment
5.1. The Price payable for the Services is detailed in the issued Quotation.
5.2. All Prices shown in this Agreement exclude Taxes and you are responsible for any applicable Taxes.
5.3. Before we begin providing the Services, you will be required to pay a Deposit of the total Price for the Services as set out in the issued Quotation. The due date for payment of your Deposit is the effective date of this Agreement.
5.4. Your Deposit is non-refundable.
5.5. The balance of the Price will be payable once we have provided the Services, unless we have agreed on a payment plan.
5.6. If you do not make payment to us by the due date as shown on the relevant invoice or in accordance with your payment plan, we may charge you interest on the overdue sum at the rate of 10%. 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 judgment. You must pay any interest due when paying an overdue sum.
5.7. During the term of this agreement, you may wish to assign additional projects, products, or
services to us and beyond the Services outlined in the accepted quotation (“Out-of-Scope Assignments”). We agree to accept such Out-of-Scope Assignments only upon a separate written agreement regarding additional compensation to be paid to us and other relevant terms and conditions, if applicable.
6. Providing the Services
6.1. We will begin providing the Services on the date set out in the issued Quotation
6.2. We will make every reasonable effort to complete the Services on time (and in accordance with the specification in the issued Quotation). We cannot, however, be held responsible for any delays if an event outside of our control occurs.
6.3. If we require any information from you in order to provide the Services, we will inform you of this as soon as is reasonably possible.
6.4. If the information you provide is delayed, incomplete or otherwise incorrect, we will not be responsible for any delay caused as a result. If additional work is required from us to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information that you have provided, we may charge you a reasonable additional sum for that work.
6.5. In certain circumstances, for example where there is a delay in you sending us information
required, we may suspend the Services (and will inform you of that suspension in writing).
6.6. In certain circumstances, for example where we encounter a technical problem, we may need
to suspend the Services in order to resolve the issue. Unless the issue is an emergency and requires immediate attention, we will inform you in advance in writing before suspending the Services.
6.7. If the Services are suspended, you will not be required to pay for them during the period of suspension. You must, however, pay any invoices that you have already received from us by their due date(s).
6.8. If you do not pay us for the Services, we may suspend the Services until you have paid all outstanding sums due. If this happens, we will inform you in writing. This does not affect our right to charge you interest.
7. Problems with the Services
7.1. We always use reasonable efforts to ensure that our provision of the Services is trouble-free.
If, however, there is a problem with the Services we request that you inform us as soon as is reasonably possible.
7.2. We will use reasonable efforts to remedy problems with the Services as quickly as is reasonably possible and practical.
7.3. We will not charge you for remedying problems where the problems have been caused by us, any of our agents or employees or sub-contractors. If we determine that a problem has been caused by incorrect or incomplete information provided by you, we may charge you for remedial work.
8. Our Liability
8.1. These Terms of Service set out our entire liability (including any liability for the acts or omissions of our sub-contractors) in respect of the Service supplied by us and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract. Nothing in these Terms of Service shall exclude or limit our liability for death or personal injury caused by our negligence or for fraudulent misrepresentation or for any liability that cannot legally be excluded or limited.
8.2. In no event shall we be liable for: (i) any loss of anticipated profits; (ii) any loss of actual profits, (direct or indirect); (iii) any loss of anticipated savings; (iv) any loss of business or revenue; (v) any economic loss of whatever nature; (vi) any indirect, special or consequential loss or damage, or punitive or exemplary damages, howsoever caused; (vii) any loss arising as a result of any third party bringing a claim of any nature whatsoever; and/or (viii) any loss resulting from use, application of or results obtained from any Service.
8.3. We shall not be liable for any such loss whether or not any such loss or damage was
foreseen, direct, foreseeable, known or otherwise. Our total aggregate liability arising out of
or in connection with the performance or contemplated performance of the contract whether
for negligence or breach of contract or for any cause whatsoever shall in no event exceed the
price paid by you for the product giving rise to your claim.
8.4. To the extent permitted by law, the period in which any claim arising out of or related to the
contract must be brought is limited to one year from the date that such claim or cause of
action is discovered or should have been discovered with the exercise of due diligence, and
no claim may be brought after the expiry of this agreed limitation period.
8.5. Every effort has been made to ensure that these terms and conditions adhere strictly with the
relevant legal provisions. However, in the event that any of these terms are found to be
unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these
terms and conditions and shall not affect the validity and enforceability of the remaining
terms and conditions. This term shall apply only within jurisdictions where a particular term
is illegal.
9. Events Outside of our Control (Force Majeure)
9.1. We will not be liable for any failure or delay in performing our obligations under this Agreement where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond our reasonable control.
9.2. If any event described under this Section occurs that is likely to adversely affect our performance of any of our obligations under this Agreement:
9.3. We will inform you as soon as is reasonably possible;
9.3.1. our obligations under this Agreement will be suspended and any time limits that we are
bound by will be extended accordingly;
9.3.2. we will inform you when the event outside of our control is over and provide details of
any new dates, times or availability of Services as necessary;
9.4. If the event outside of our control continues for more than 30 Days we will cancel this Agreement and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible;
9.5. If an event outside of our control occurs and you wish to cancel this Agreement, you may do
so in accordance with your right to Cancel.
10. Cancellation
10.1. You are free to cancel the Services and this Agreement without notice at any time before we begin providing them. Once we have begun providing the Services, you are free to cancel the Services and this Agreement at any time by giving us 30 Calendar Days written notice. If you have made any payment to us, except the Deposit, for any Services we have not yet provided, these sums will be refunded to you. If we have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, we will invoice you for those sums and you will be required to make payment.
10.2. If any of the following occur, we may cancel the Services and this Agreement immediately by giving you written notice:
10.2.1. you fail to make a payment on time as required; or
10.2.2. you have breached the Contract in any material way and have failed to remedy that
breach within 30 Calendar Days of us asking you to do so in writing; or
10.2.3. we are unable to provide the Services due to an event outside of our control.
10.3. For the purposes of this Section a breach of this Agreement will be considered material’ if it is not minimal or trivial in its consequences to the terminating Party. In deciding whether or not a breach is material no regard will be had to whether it was caused by any accident, mishap, mistake or misunderstanding.
11. Data Protection
11.1. All personal information that we may collect (including, but not limited to, your name
and address) will be collected, used and held in accordance with the applicable Data
Protection provisions.
11.2. In certain circumstances, and with your consent, we may pass your personal
information on to credit reference agencies. We will not pass on your personal information to
any other third parties without first obtaining your express permission.
12. Other Important Terms
12.1. We may transfer (assign) our obligations and rights under this Agreement to a third party (this may happen, for example, if we sell our business). If this occurs you will be informed by us in writing. your rights under this Agreement will not be affected and our obligations under this Agreement will be transferred to the third party who will remain bound by them.
12.2. You may not transfer (assign) your obligations and rights under this Agreement without our express written permission (such permission not to be unreasonably withheld).
12.3. This Agreement is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of this Agreement.
12.4. If any of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
12.5. No failure or delay by us or you in exercising any of our respective rights under this agreement means that such right has been waived, and no waiver by us or you of a breach of any provision of this Agreement means that either Party will waive any subsequent breach of the same or any other provision.
13. Severance
Each provision of these Terms and Conditions shall be construed separately and independently of each other. If any provision is deemed invalid, void or otherwise unenforceable, that provision shall be deemed severable from and shall not affect the enforceability of any of the other provisions of these Terms.
14. Governing Law and Jurisdiction
14.1. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of [Insert State], United States.
14.2. Any dispute, controversy, proceedings or claim between us and you relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the non-exclusive jurisdiction of the courts of [Insert County].
These Terms and Conditions were last updated on Friday, October 14, 2022