Terms and Conditions for the Supply of Services
Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
The following definitions and rules of interpretation apply in these Terms.
Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the GDPR and any other directly applicable European Union regulation relating to privacy.
GDPR: General Data Protection Regulation ((EU) 2016/679).
- Company details. WHO ARE YOU LIMITED (company number 08485013) (we and us) is a company registered in England and Wales and our registered office is at 11 High Street, Baldock, Hertfordshire, England, SG7 6AZ. Our main trading address is Devonshire Business Centre, Works Road, Letchworth Garden City, Hertfordshire, SG6 1GJ. Our VAT number is 161024063. We operate the website www.whoareyoultd.co.uk.
- Contacting us. To contact us telephone our customer service team at 01462 488369 or e-mail email@example.com. How to give us formal notice of any matter under the Contract is set out in clause 17.2.
- Professional indemnity insurance. We maintain professional liability insurance. Our compulsory insurer is Hiscox Insurance Company Limited of 1 Great St. Helen’s, London, EC3A 6HX and our policy number is 1959477.
Our contract with you
- Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- 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.
- Language. These Terms and the Contract are made only in the English language.
- Your copy. You should print a copy of these Terms or save them to your computer for future reference.
Placing an order and its acceptance
- Placing your order. Please follow the onscreen prompts to place an 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 order (Services) subject to these Terms.
- Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
- 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. Our acceptance of your order will take place as described in clause 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.
- 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.
- Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
- Compliance with specification. Subject to our right to amend the specification (see clause 5.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.
- Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
- Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
- 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 and failure to perform the Services by such dates will not give you the right to terminate the Contract.
- It is your responsibility to ensure that:
- the terms of your order are complete and accurate;
- you co-operate with us in all matters relating to the Services;
- you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- 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;
- you comply with all applicable laws;
- If our ability to perform the Services is prevented or delayed by any failure by
you to fulfil any obligation listed in clause 6.1 (Your Default):
- 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 15 (Termination);
- 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; and
- 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.
- It is your responsibility to ensure that:
Services in UK only
- Unfortunately we are unable to perform the Services at addresses outside the UK.
- You may place an order for the Services from an address outside the UK, but this order must be for performance of the Services to an address in the UK.
- In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 8.
- The Charges are the prices quoted on our site at the time you submit your order.
- If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
- We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 8.7 for what happens if we discover an error in the price of the Services you ordered.
- Our Charges may change from time to time, but changes will not affect any order you have already placed.
- Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
- It is always possible that, despite our best 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 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 unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
How to pay
- Payment for the Services is in advance. We will take your payment upon acceptance of your order.
- You can pay for the Services using a debit card or credit card. We accept
the following cards:
Visa, Mastercard, American Express, JCB and Maestro
- We will send you an electronic VAT receipt by email immediately following payment. For any failed or cancelled payments, a £20 administration fee will be levied.
- If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 15 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- You must 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).
If a problem arises or you are dissatisfied with the Services, please contact us at firstname.lastname@example.org.
Intellectual property rights
- All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
- You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
Data protection and data processing
- Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. In this clause 12, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
- The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
- Without prejudice to the generality of clause 12.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to us for the duration and purposes of the Contract.
- Without prejudice to the generality of clause 12.1, we shall, in
relation to any Personal Data processed in connection with the performance by us of our
obligations under the Contract:
- ensure that we have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
- ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
- not transfer any Personal Data outside of the European Economic
Area unless your prior written consent has been obtained and the following
conditions are fulfilled:
- you or we have provided appropriate safeguards in relation to the transfer;
- the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
- we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
- we comply with reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data;
- notify you without undue delay on becoming aware of a Personal Data breach; and
- at your written direction, delete or return Personal Data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the Personal Data.
- We will use any personal information you provide to us to:
- provide the Services; and
- process your payment for the Services.
Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
- Nothing in the Contract limits or excludes our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
- Subject to clause 13.1, 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:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- any indirect or consequential loss.
- Subject to clause 13.1, 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 100% of the total Charges paid under the Contract.
- Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, including without limitation the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
- Nothing in these Terms limits or affects the exclusions and limitations set out in our Terms and Conditions of Website Use.
- This clause 13 will survive termination of the Contract.
- Nothing in the Contract limits or excludes our liability for:
- We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.
- We each may disclose the other's confidential information:
- to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
- Without limiting any of our other rights, we may suspend the performance of
the Services, or terminate the Contract with immediate effect by giving written notice
to you if:
- you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
- you fail to pay any amount due under the Contract on the due date for payment;
- 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), 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;
- you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
- 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.
- Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
- 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.
- Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
Events outside our control
- 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).
- If an Event Outside Our Control takes place that affects the performance of
our obligations under the Contract:
- we will contact you as soon as reasonably possible to notify you; and
- 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.
- You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 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 us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
Communications between us
- When we refer to "in writing" in these Terms, this includes email.
- 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.
- A notice or other communication is deemed to have been received:
- if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
- 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
- if sent by email, at 9.00 am the next working day after transmission.
- In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
- The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
- Assignment and transfer.
- We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on this webpage if this happens.
- You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
- Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
- 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 do 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.
- 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.
- Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
- 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.
- Assignment and transfer.