Terms of Website Use

 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE AND BEFORE ORDERING ANY ITEM. IF YOU ARE ORDERING PRODUCTS SOLD BY A THIRD PARTY SUPPLIER CHECK THE SUPPLIER’S TERMS AND CONDITIONS WHICH WILL ALSO APPLY. (THESE CAN BE FOUND IN THE PRODUCT INFORMATION OR THERE WILL BE A LINK TO THEM WHEN YOU PLACE YOUR ORDER.)

 

1. WHO WE ARE AND HOW TO CONTACT US

Our site is operated by Daniel Jones trading as “Places to Stay in” (we). We are a sole trader and our office is located at Woodlawn House, Woodlawn Street, Whitstable, Kent, CT5 1HH.

To contact us, please email contact@whitstable.co.uk or visit https://www.whitstable.co.uk/contact-us/.

When we use the words “writing” or “written” in these terms, this includes email.

 

2. ABOUT THESE TERMS

These terms (together with our privacy policy, cookie policy and other documentation referred to below) are the terms and conditions (terms) on which you may make use of our website http://www.whitstable.co.uk (the site).

 

Why you should read them

Please read these terms carefully before you submit your order to us. These terms tell you who we are, who the suppliers are, how you will order products, how you and we/the suppliers may change or cancel an order, what to do if there is a problem and other important information.

 

By using our site you accept these terms

By using our site, you confirm you accept these terms and that you agree to comply with them. If you do not agree to these terms then you must not use our site. We recommend you print a copy for future reference.

 

We may make changes to these terms

We amend these terms from time to time. Every time you wish to use our site, please check the terms, which can be found on our site, to ensure you understand the terms that apply at that time. These terms were most recently updated on 8th April 2019.

 

3. YOUR ORDER

Though we do sell some of our own products through the site, in most cases we act as an agent on behalf of our third party suppliers. The information contained on each product page will include details of whether the product is sold by us or a third party supplier.

When you submit an order to purchase products, you are making an offer to purchase products and/or services from us or that supplier subject to these terms, the terms and conditions specific to the relevant supplier, and the information contained on the relevant product page. A legally binding contract is formed between you and us or the supplier once we (in our own capacity when selling our products or as an agent for and on behalf of the supplier) or the supplier have sent you email confirmation accepting your order.

Please read our terms, the email confirmation of your order, and the relevant information (including any terms and conditions of the relevant supplier) available on the product page in relation to your order. Should there be any conflict or inconsistency between our terms, the email confirmation of your order or the information available on the product page, our terms shall prevail to the extent of any conflict or inconsistency.

We make no representations or give any undertaking, that the products you purchase from our suppliers through our site will be as described in the listing contained on the product page, of satisfactory quality or fit for purpose. This does not affect your statutory rights against the supplier.

The images of the products supplied by us on the site are for illustrative purposes only. Although we have made every effort to display colours accurately your product may vary slightly from those images. We do not accept any responsibility whatsoever for any listing (including the product description or any visual representation) contained on the product page for products sold by our third party suppliers. This is the responsibility of the relevant supplier.

Our website is solely for the promotion of products in the UK. Unfortunately, products cannot be delivered to addresses outside of the UK.

 

4. PAYMENT

Any purchase of products you make via our site may only be paid for using debit or credit card. If you are purchasing products from one of our suppliers, we will forward your payment onto the supplier with a small percentage being retained by us.

All payments are to be made in pounds sterling. Please note delivery charges will apply and will vary depending on the delivery destination and the method of delivery you choose when placing your order. A service charge may also apply and you will be advised of any such charge before placing your order.

These terms, and/or any transaction made by you via our site, do not create or imply any partnership, joint venture or trust relationship between us, you and/or our supplier. Our suppliers accept that valid payment via debit or credit card to us shall satisfy your obligation to pay for your order.

 

5. REFUSAL OF ORDER

We reserve the right to refuse to process, unwind, or suspend an order at any time. Any decision to take such action is within our sole discretion and we shall not be liable to you as a customer, our suppliers or any other third party for doing so.

 

6. DELIVERY

Where you have ordered products from one of our suppliers, that supplier is responsible for the dispatch and packaging of your order. Your order shall be sent to you direct from the supplier. Delivery methods, costs, and estimated time for delivery shall vary according to the delivery methods offered by each individual supplier. Please refer to the relevant product page(s) for more information.

If the products you have ordered are being sold and supplied by us:

(a)     during the order process we will let you know when we will provide the products to you. As part of our anti-fraud procedures, we will only deliver to the address to which the debit or credit card that was used to pay for the products is registered;

(b)     if our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received; and

(c)     if no one is available at your address to take delivery, we will leave you a note informing you of how to rearrange delivery or collect the products from a local depot. If after a failed delivery you do not rearrange delivery or collect the products from a local delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs.

 

7. RETURNS, REFUNDS, EXCHANGES AND ENDING THE CONTRACT

If you have purchased products sold and supplied by us, your right to end the contract will depend on what you have bought, whether there is anything wrong with it and how we are performing when you decide to end the contract:

(a)     if the product you have bought is faulty or misdescribed you may have a legal right to end the contract and get the product repaired or replaced or to get some or all of your money back. If you wish to exercise your legal right to reject products you must post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please contact us by phone or email for a return label or to arrange collection; or

(b)     if you have just changed your mind about the product you may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions. Your cooling-off period runs for 14 days after the day you receive the product. The product page on the site will advise if a product is non-returnable, for example, because it is bespoke or due to hygiene or health and safety reasons.

 

To end the contract with us, please let us know by contacting us by phone or email, by completing the form on our site or printing off the form and posting it to us at the address on the form. Or simply write to us at that address including details of what you bought, when you ordered or received it and your name and address. If you end the contract for any reason after products have been dispatched to you, you must return them to us.

Any refunds will be made by the method you used for payment as soon as possible.

If you have purchased products sold by our suppliers, you have a statutory right to refund or exchange most items ordered via our site. We are not responsible for dealing with any returns, refunds or exchanges of your order. Please contact the individual supplier directly, in writing, should you wish to discuss or organise a return, exchange or refund of any item purchased through our site. Please see the returns policy of the individual supplier or as otherwise contained on our site.

 

8. OUR RESPONSIBILITY FOR LOSS AND DAMAGE SUFFERED BY YOU

If you have purchased products sold and supplied by us:

(a)     we are responsible for any foreseeable loss and damage you suffer as a result of our breaking this contract or failing to use reasonable care and skill. Loss or damage is foreseeable if it is either obvious it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, we discussed it during the order process; and

(b)     we do not exclude or limit our liability in any way 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; for fraud or fraudulent misrepresentation; or for breach of your legal rights in relation to the products.

 

We are not an estate agency. The details of the properties on our site are provided to us by approved third parties for your information only. We do not verify the property details provided to us and give no warranties or representations that the property information on our site is correct, accurate or up to date. If you rely on these details, you do so at your own risk. We recommend that you check all property details with the third party advertising the property before making any decisions or taking any action in regards to a property advertised on our site.

We shall have no liability to you for any loss, damage, cost or liability you may incur in relation to any product purchased from our third party suppliers.

If you choose to contact a supplier or third party advertiser using our site, your details (including your email address and telephone number) will be sent to that supplier or third party advertiser. We do not accept liability for any subsequent communications that you receive directly from them.

 

Whether you are a consumer or a business user:

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 or agents and for fraud or fraudulent misrepresentation.

 

If you are a business user:

We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

  • use of, or inability to use, our site; or
  • use of or reliance on any content displayed on our site.

 

In particular, we will not be liable for:

  • loss of profits, sales, business, or revenue;
  • business interruption;
  • loss of anticipated savings;
  • loss of business opportunity, goodwill or reputation; or
  • any indirect or consequential loss or damage.

 

If you are a consumer user:

Please note that we only provide the products sold by us and our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

 

9. OUR SITE

Accessing our site

You are responsible for providing your own internet connection and ensuring that you have a compatible web browser to use our site and the services offered on it. You are responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

You are also responsible for ensuring that all information (such as your name, address and contact details) you input into our site, is correct and accurate. You should check all information before placing an order.

 

We may make changes to our site

We may update and change our site from time to time to reflect changes to the products displayed on our site, our suppliers’ needs and our business priorities. We will try to give you reasonable notice of any major changes.

 

We may suspend or withdraw our site

Our site is made available free of charge.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

 

Our site is only for users in the UK

Our site is directed to people residing in the United Kingdom. We do not represent that content available on or through our site is appropriate for use or available in other locations.

 

You must keep your account details safe

If you choose, or you are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us by sending an email to contact@whitstable.co.uk.

 

How you may use material on our site

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of our suppliers and any identified contributors) as the authors of content on our site must always be acknowledged.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you use our site or its content in breach of these terms, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

If you become aware that any of your intellectual property rights have been infringed on our site, please contact us to report your concern.

 

Do not rely on information on this site

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

 

We are not responsible for websites to which we link

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

 

User-generated content is not approved by us

Our site may include information and materials uploaded by other users of the site, including contributions to, and comments on, our blog page, The Wall. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not necessarily represent our views or values.

If you wish to complain about information and materials uploaded by other users please contact us.

 

Personal Information

We will only use your personal information as set out in our Privacy Policy.

 

Uploading content to our site

Whenever you make use of The Wall or any other feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy.

We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and our suppliers a limited licence to use, store and copy that content and to distribute and make it available to third parties.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

 

We are not responsible for viruses and you must not introduce them

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

 

Rules about linking to our site

You may link to our home page or any blog pages of the website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.

If you wish to link to or make any use of content on our site other than that set out above, please contact us via the ‘Contact Us’ section of our site.

 

10. WAIVER

A waiver of any right or remedy is only effective if given in writing and expressed to be a waiver. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive any of your obligations under these terms or any other right or remedy; nor prevent or restrict the further exercise of any of your obligations under these terms or any other right or remedy.

 

11. SEVERANCE

If any of these terms are or become invalid, illegal or unenforceable, the relevant term(s) shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant term(s) shall be deemed deleted. Any modification to or deletion of such term(s) under this clause shall not affect the validity and enforceability of the rest of these terms.

 

12. THIRD PARTY RIGHTS

We reserve the right to enforce these terms on our own behalf or for and on behalf of our suppliers. No terms shall be enforceable by any third party (including our employees and agents or our suppliers) under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

 

13. GOVERNING LAW

Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms, or any order (including its subject matter or formation), shall be exclusively governed by and construed in accordance with the law of England and Wales.

 

14. JURISDICTION

You and we both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms or any order (including its subject matter or formation).

 

15. FEEDBACK AND COMPLAINTS

We welcome general comments and feedback about our site. Please contact us via the ‘Contact Us’ section of our site.

Complaints about a specific supplier, products or services must be directed to that supplier. You will find the supplier’s contact details on the product page and in the confirmation email of your order.

Complaints about a party advertising a property on our site must be directed to that party. You will find their contact details on the page displaying the property they are advertising.

If a dispute arises between you and a supplier and you can’t reach agreement with them, please contact us to report the problem and we will use reasonable endeavours to assist in resolving the dispute. However, as our suppliers are independent we cannot guarantee that we will be able to resolve the dispute.

 

 

 

Property Advertisers – Terms and Conditions

 

1.     Interpretation

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

1.2   Definitions:

 

Accommodation – properties available for short term rental including, but not limited to, hotels, bed and breakfasts and short term let holiday homes.

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

Charges – the charges payable by you for the supply of the Services in accordance with clause 8 (Charges and payment).

Commencement Date – has the meaning given in clause 2.3.

Conditions – these terms and conditions as amended from time to time in accordance with clause 15.5.

Contract – our contract with you for the supply of Services in accordance with these Conditions.

Customer Data – the data uploaded to our website by you or us on your behalf for the purpose of using the Services or facilitating your use of the Services.

Customer Default – has the meaning set out in clause 4.2.

Data Protection Legislation – the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

Data Subject – for the purpose of these Conditions includes all living individuals about whom we hold Personal Data on behalf of you.

Order – your order for Services as set out in your order form or your written acceptance of our quotation, as the case may be.

Personal Data – has the meaning given in the Data Protection Legislation.

Services – the services to be provided by us to you as set out in the Order, subsequently varied as agreed from time to time.

UK Data Protection Legislation – all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

us/we/our – Daniel Jones trading as ”Places to Stay in”, a sole trader established in England and Wales whose trading address is Woodlawn Street, Whitstable, Kent, CT5 1HH.

Virus – any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

you/your – the company, firm or person who purchases Services from us.

 

1.3     Interpretation:

1.3.1   A person includes an individual, corporate or unincorporated body (whether or not having a separate legal personality).

1.3.2   A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.3.3   Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.3.4   A reference to writing or written includes email but not fax.

 

2.     Basis of contract

2.1   These Conditions apply to the Contract 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.

2.2   The Order constitutes an offer by you to purchase the Services in accordance with these Conditions.

2.3   The Order shall only be deemed to be accepted when we issue written acceptance of the Order or start to supply the Services (whichever is the sooner) at which point and on which date the Contract shall come into existence (Commencement Date). We do not have to give any reasons for declining an Order for the Services.

2.4   Any quotation given by us shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

 

3.      Supply of Services and changes to the Services

3.1   We shall supply the Services to you in accordance with these Conditions until your subscription expires or either you or we end the contract in accordance with clause 13. You shall only be entitled to those services specified in your Order.

3.2   We warrant to you that the Services will be provided using reasonable care and skill.3.3 You acknowledge that your use of the Services will not be uninterrupted or error free and that downtime will inevitably occur from time to time due to planned maintenance and unplanned events. We reserve the right to suspend all or part of the Services as may be necessary to undertake routine or emergency maintenance from time to time.

3.4   We may change the Services:

3.4.1   to reflect changes in relevant laws and regulatory requirements; and

3.4.2   to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not materially affect your use of the Services.

3.5   If you wish to make a change to the Services please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Services as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

3.6   We may have to suspend the supply of the Services to make these changes.

3.7   We may offer additional services from time to time. These may be added to the Services provided under the terms of the Contract by agreement between you and us in writing.

 

4.     Your obligations

4.1   You shall:

4.1.1   ensure that the terms of the Order and any other information you provide to us are complete, accurate and not misleading;

4.1.2   co-operate with us in all matters relating to the Services;

4.1.3   provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

4.1.4   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;

4.1.5   use all reasonable endeavours to prevent any unauthorised access to, or use of, our website and/or the Services and, in the event of any such unauthorised access or use, promptly notify us;

4.1.6   only advertise properties for sale or let in the areas approved in advance by us in writing;

4.1.7   only advertise properties in respect of which you have paid the relevant Charges. For the avoidance of doubt, additional charges are payable if you advertise both properties for sale and properties to let;

4.1.8   comply with all applicable laws; and

4.1.9   comply with any additional obligations as set out in the Order.

4.2   If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default):

4.2.1   without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations in each case to the extent the Customer Default prevents or delays our performance of any of our obligations;

4.2.2   we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 4.2; and

4.2.3   you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.

4.3   You shall indemnify us and keep us indemnified against all losses, costs, damages, claims and expenses (including reasonable legal costs) arising from or connected to your use of the Services or your breach of the Contract/these Conditions.

 

5.     Uploading properties and information to our website

5.1   You shall ensure that you have authority to upload images and content to our website before such images and content are uploaded. You shall provide us with evidence of such authority on our request.

5.2   You shall ensure, and warrant that, all information uploaded by you to our website is accurate, fair, honest, truthful, lawful and not misleading.

5.3   You shall not upload information that is unlawful, defamatory, obscene, offensive, discriminatory, inaccurate, untrue, misleading or without due and proper cause.

5.4   You shall not access, store, distribute or transmit any Viruses during the course of your use of the Services.

5.5   You accept full responsibility for all information which you have uploaded to our website. You shall correct, update or remove such information promptly and as required from time to time to ensure its compliance with the standards set out these Conditions.

5.6   You shall ensure that your employees, officers, representatives and subcontractors who upload information to our website comply with this clause 5.

5.7   You indemnify and shall keep us indemnified in full against all costs, losses, damages, liabilities and expenses arising out of or in connection with any information uploaded by you, your employees, agents, consultants and subcontractors, including any claims from third parties.

5.8   We reserve the right to remove, amend, modify, delete or disable access to any information on our website at our sole discretion, but shall have no obligation to do so or any liability in respect thereof.

 

6.     Permitted advertising periods for sold and let properties

6.1   Should a property you are advertising through our website become unavailable due to a change in the property’s status, you will ensure that the status of the property on our website is updated within one Business Day to either of the following statues (as relevant):

6.1.1   sold subject to contract; or

6.1.2   let agreed.

6.2   Properties sold subject to contract may remain advertised on our website for up to six months after the date on which the property’s status was updated on our website.

6.3   Properties where a let has been agreed may remain advertised on our website for up to six weeks after the date on which the property’s status was updated on our website.

6.4   If you fail to comply with this clause 6, we reserve the right to remove the relevant property advertisements from our website but shall have no liability in respect thereof.

 

7.     Ending the Contract during the cooling-off period where you are a consumer

7.1   If you are a consumer and have changed your mind about the Services you may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions. Your cooling-off period runs for 14 days after the day we email you to confirm acceptance of your Order. If you cancel after we have started providing the Services, you must pay us for the services provided up until the time you tell us you have changed your mind.

7.2   To end the contract with us, please let us know by contacting us by phone or email, by completing the form on our website or printing off the form and posting it to us at the address on the form. Or simply write to us at that address including your name and address and details of when you ordered the Services.

7.3   Any refunds will be made by the method you used for payment as soon as possible.

 

8.     Charges and payment

8.1   The Charges for the Services will be the price indicated in our quotation when you placed your Order.

8.2   Unless agreed otherwise is writing, the Charges shall be payable annually in full in advance before we start providing the Services.

8.3   If you are advertising Accommodation on our website, if you do not notify us before the expiry of the Contract that you want to end the Contract, we will automatically charge you the applicable renewal fee using the credit or debit card with which you paid the Charges. If your credit or debit card expires or becomes invalid during the Contract or if the renewal fee is refused for any other reason outside of our control, you must provide us with updated credit or debit card details for payment or the Contract will be cancelled and you will no longer be permitted to advertise Accommodation through the website.

8.4   You must pay all amounts due to us 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).

8.5   If you fail to make a payment due to us by the due date, then, without limiting our remedies under clause 13, you shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s bank rate from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgement. You must pay us interest together with any overdue amount.

8.6   If we have not received payment on its due date, we may remove your properties from our website and suspend supply of the Services until you have paid us the outstanding amounts. We may charge you on a full indemnity basis for the legal and/or administration costs incurred in attempting to recover or recovering any monies due.

8.7   After expiry of the initial term set out in the Order, we may increase the Charges and any other recurring fee for the Services under the contract by giving you 45 days’ notice in writing. If you do not agree to any such increase, you may terminate the contract in accordance with clause 13.2.2.

 

9.     Intellectual property rights

9.1   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) shall be owned by us. Except as expressly stated herein, the Contract does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

9.2   We grant to you a fully paid-up, worldwide, non-exclusive, royalty-free licence to use our logo and website address for the purpose of receiving and using the Services in your business. We reserve the right to immediately terminate the right granted in this clause by giving you notice.

9.3   You grant us a fully paid-up, worldwide, non-exclusive, non-transferable, royalty-free licence during the term of the Contract to use your business name and logo (and any other materials you provide to us) on our website. We will use and display your business name and logo in a manner, style and colour consistent with the instructions you give to us from time to time.

9.4   You shall not sub-license, assign or otherwise transfer the rights granted in clause 9.2.

 

10.     Customer Data

10.1   You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

10.2   In the event of any loss or damage to Customer Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data (if any) maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

10.3   You acknowledge and agree that we may copy or replicate Customer Data in order to facilitate or perform the Services. However, and for the avoidance of doubt, we shall not be obliged to back-up the Customer Data merely by reason of any such copying or replication.

10.4   You consent to the access and use of the Customer Data by us and its disclosure to (in whatever form) and use by third parties to the extent reasonably necessary to facilitate or perform the Services.

10.5   You permit us to access, use, aggregate, analyse and interpret the Customer Data for the purpose of producing anonymised reports and data (for example on market trends) for our internal business use or for provision by us to our customers and third parties, provided that the Customer Data shall not be disclosed or made available to any third party under this clause 10.5 in unmodified, identifiable or readily extractable form.

 

11.     Data protection

11.1   Both you and we will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

11.2   The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor.

11.3   Without prejudice to the generality of clause 11.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of the Contract.

11.4   Without prejudice to the generality of clause 11.1, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under the Contract:

11.4.1   process that Personal Data only on your written instructions unless we are required by law (including if applicable the laws of any member of the European Union or by the laws of the European Union applicable to us) to process Personal Data (Applicable Laws);

11.4.2   ensure that we have in place appropriate technical and organisational measures to protect against unauthorised disclosure 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 measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of our 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 us);

11.4.3   ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

11.4.4   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:

(a)     either you or we have provided appropriate safeguards in relation to the transfer;
(b)     the Data Subject has enforceable rights and effective legal remedies;
(c)     we have complied with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(d)     we comply with reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data;

 

11.4.5   assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

11.4.6   notify you without undue delay of becoming aware of a Personal Data breach;

11.4.7   at your written direction, delete or return Personal Data and copies thereof to you on termination of the Contract unless required by Applicable Law to store the Personal Data; and

11.4.8   maintain complete and accurate records and information to demonstrate our compliance with this clause 11.

11.5   You do not consent to us appointing any third party processor of Personal Data under this agreement.

 

12.     Limitation of liability

12.1   If you are a consumer:

12.1.1   we are responsible for any foreseeable loss and damage you suffer as a result of our breaking this Contract or failing to use reasonable care and skill. Loss or damage is foreseeable if it is either obvious it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, we discussed it during the order process;

12.1.2   we do not exclude or limit our liability in any way 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; for fraud or fraudulent misrepresentation; or for breach of your legal rights in relation to the Services; and

12.1.3   we will have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity.

12.2   If you are a business:

12.2.1   this clause 12 sets out the entire financial liability of us (including any liability for the acts or omissions of our employees, agents and subcontractors) to you.

12.2.2   nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a)     death or personal injury caused by negligence; or
(b)     fraud or fraudulent misrepresentation.

 

12.2.3   Except as expressly provided in these Conditions, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract.

12.2.4   Subject to clauses 12.2.2 and 12.2.3:

(a)     we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and

(b)     our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total of the Charges paid during the 12 months immediately preceding the date on which the claim arose.

 

12.3   This clause 12 shall survive termination of the Contract.

 

13.     Termination

13.1   If you are advertising Accommodation on our website, this Contract will come into force on the Commencement Date. Unless and until terminated in accordance with this clause/these Conditions, this Contract shall continue for the initial term set out in the Order and shall automatically extend for 12 months (Extended Term) at the end of the initial term and at the end of each Extended Term. Either party may give written notice to the other, not later than 30 days’ before the end of the initial term or the relevant Extended Term to terminate this Contract at the end of the initial term or the relevant Extended Term, as the case may be.

13.2   For all other properties advertised on our website, this Contract will come into force on the Commencement Date and shall continue for the initial term set out in the Order unless and until terminated:

13.2.1   as provided by the terms of the Contract/these Conditions; or

13.2.2   by either party giving to the other not less than 30 days’ prior written notice, such notice to expire on or after the expiry date of the initial term set out in the Order.

13.3   Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

13.3.1   the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

13.3.2   the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its 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 its 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;

13.3.3   a bankruptcy petition is presented for the other party’s bankruptcy;

13.3.4   the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

13.3.5   the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

13.4   Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice to you if:

13.4.1   you fail to pay any amount due under the Contract on the due date for payment;

13.4.2   you undergo a change of control within the meaning of Section 1124 of the Corporation Tax Act 2010; or

13.4.3   in our reasonable opinion, you carry out your business in a manner which is unbefitting of a property sales and lettings advertiser through our website or your actions would lead us to act in such a way to be in breach of our policies regarding equality and anti-discrimination.

13.5   Without affecting any other right or remedy available to us, we may suspend the supply of Services under the Contract or any other contract between us if you fail to pay any amount due under the Contract on the due date for payment, or you become subject to any of the events listed in clause 13.3.2 to clause 13.3.5, or we reasonably believe that you are about to become subject to any of them.

 

14.     Consequences of termination

14.1   On termination of the Contract:

14.1.1   you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

14.1.2   all licences granted to you under the Contract shall immediately terminate; and

14.1.3   each party shall return (or destroy at the other party’s option) and make no further use of any materials, documentation and other items (including all copies of them) belonging to the other party.

14.2   Save where we terminate the Contract by giving 30 days’ written notice under clause 13.2.2, all Charges, fees or amounts paid under the Contract are non-refundable.

14.3   Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

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

 

15.     General

15.1   Force majeure. We shall have no liability to you under the Contract if we are prevented from or delayed in performing our obligations under the Contract, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

15.2   Assignment and other dealings.

15.2.1   We may at any time transfer our rights and obligations under the Contract to another organisation.

15.2.2   You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract without our prior written consent.

15.3   Confidentiality.

15.3.1   Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.3.2.

15.3.2   Each party may disclose the other party’s confidential information:

(a)     to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15.3; and

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

 

15.3.3   Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

15.4   Entire agreement.

15.4.1   If you are a business:

(a)     the Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b)     each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

 

15.5   Variation. Except as set out in these Conditions, no variation of the Contract/these Conditions shall be effective unless it is in writing.

15.6   Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

15.7   Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

15.8   Notices.

15.8.1   Any notice required to be given under or in connection with the Contract shall be in writing and shall be delivered personally or by commercial courier or be sent by pre-paid first-class post or other next working day delivery service to the relevant party at its registered office (if a company) or its principal place of business (in any other case) or, in the case of email, to the addresses set out in clause 15.8.3, or to such other address or e-mail as is otherwise specified by one party by notice in writing to the other.

15.8.2   Any notice shall be deemed to have been received:

(a)     if delivered by personally, when left at the address and for the party referred to in this clause; or

(b)     if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or

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

(d)     if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (d), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

 

15.8.3   The email addresses for notices are as follows:
Us: property@whitstable.co.uk
You: the last known email address of your principal contact that we have.

15.8.4   This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

15.9   Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.10   Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

15.11   Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

 

 

 

Terms and Conditions – Membership of the Business Directory and Selling through our Website

 

1.     Interpretation

1.1 The following definitions and rules of interpretation apply in these terms and conditions.

(a)     Definitions:

Data Protection Legislation – the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

Personal Data – has the meaning given in the Data Protection Legislation.

Subscription Fee – the annual subscription fees payable as set out in our quotation which entitles you to sell your products through the Website in accordance with these terms and conditions.

UK Data Protection Legislation – all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Virus – any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Website – www.whitstable.co.uk

 

(b)     Interpretation:

(i)     A person includes an individual, corporate or unincorporated body (whether or not having a separate legal personality).

(ii)     A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

(iii)     Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(iv)     A reference to writing or written includes email.

 

2.     Membership of the Business Directory

2.1   Following acceptance of you as a member, which is entirely at our discretion, your membership will commence and will be in place for 12 months and is not cancellable during this period or any subsequently agreed fixed period. Unless you notify us before the expiry of your membership that you want to end your membership, your membership will automatically renew provided you have paid the applicable membership renewal fee.

2.2   On becoming a member, you may list your business details in the Business Directory page of the Website. The format of the Business Directory and the information included shall be at our discretion and shall depend on the category of your membership but will include your business name, address and other contact information, logo, type of business and, in some cases, a link to your website.

2.3   Subject to payment of your membership fee, during your membership you can also list any upcoming events related to your business on the “Events” page of the Website. We reserve the right to refuse to list or remove any events that do not meet with our approval and to remove events listings at any time after the event has taken place.

 

3.     Product listings and order processing

Subject to our approval of your products and payment of the Subscription Fee, we will list your products for sale on the Website. Upon receipt of an order, we will notify you by email and provide all information provided by the customer to you to enable you to process the order. We will provide a further notification once full payment of the purchase price and any delivery and other costs have been received.

 

4.     Fees

4.1   You will be charged a membership fee which is payable in advance. If you do not notify us before the expiry of your membership that you want to end your membership at this date, we will automatically charge you the then-applicable membership renewal fee using the credit or debit card with which you paid your membership fee. If your credit or debit card expires or becomes invalid during your membership or if the membership renewal fee is refused for any other reason outside of our control, you must provide us with updated credit or debit card details for payment or your membership will be cancelled.

4.2   If you are selling products through the Website, you will be charged a Subscription Fee which is payable in advance. If you do not notify us before the expiry of your subscription that you want to end your subscription at this date, we will automatically charge you the then-applicable subscription renewal fee using the credit or debit card with which you paid your Subscription Fee. If your credit or debit card expires or becomes invalid during your subscription or if the subscription renewal fee is refused for any other reason outside of our control, you must provide us with updated credit or debit card details for payment or your subscription will be cancelled and you will no longer be permitted to sell products through the Website.

4.3   Commission at the rate specified in your quotation or such other rate as we agree in writing shall also be taken from the aggregate sum of the listed product price and the delivery costs.

4.4   All payments for purchase of your products through the website shall be made by the customer to us and you agree that payment to us shall satisfy the customer’s obligation to pay for the products purchased from you. We will pay the monies received to you (after deduction of our commission) on the last working day of the month in which the customer’s right to return the product expired. For example, if you delivered a product on 25th March and the customer’s right to return the product expired on 8th April, we will pay you your share of the product purchase price on the last working day of April. Whenever we make a payment to you we will provide you with a written statement showing the sums due to you and our commission.

4.5   You shall keep separate accounts and records giving correct and adequate details of all enquiries received and transactions conducted by you through the Website and shall permit us at all reasonable times to inspect such accounts and records and to take copies for the purposes of determining the commission due to us.

 

5.     Relationship with the customer

We will be acting as your agent and the contract in respect of the products is between you and the customer. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between us.

 

6.     Your terms

If you have specific terms of sale relating to the products you need to send these to us so we can post them on the Website or include them in your product information.

 

7.     Product details and prices

7.1   You must provide in the format we require accurate and complete product information for each product that you make available to be listed for sale through the Website and promptly update such information as necessary to ensure it at all times remains accurate and complete. Such product information shall include, but is not limited to, a description of the product, the purchase price, a digitised image accurately depicting the product, information regarding in-stock status and availability, and delivery requirements and limitations.

7.2   It is your responsibility to check that your products have the correct description and the price is right. You are not allowed to advertise a product posted on the Website cheaper elsewhere.

 

8.     Insurance, law and industry standards

It is your responsibility to ensure you have all relevant insurance and comply with the necessary industry standards and laws relating to your products/business and do not infringe any third party’s intellectual property rights.

 

9.     Delivery

It is your responsibility to source, ship and deliver your products to the customer in accordance with the terms provided by you and displayed on the Website. You must use a delivery method that requires signature of a delivery receipt and you must obtain our prior written approval for your proposed delivery charges and choice of courier. We shall have no responsibility for packages lost in transit between you and a customer.

You must notify us via the Website once the products have been delivered successfully.

 

10.     Refunds and exchanges

10.1   It is important that you include in the description of any product whether it is non-returnable (i.e. it is bespoke or due to hygiene or health and safety reasons it cannot be returned). In the case of a returnable product being returned:

(a)     you must agree to exchange or refund the customer within 14 days of receipt of the product;

(b)     you must contact us in writing to confirm that the product has been returned and confirm whether you have agreed to exchange the product or refund the customer. The provisions of clause 9 shall apply to any exchanged products and you must notify us via the Website once the exchanged products have been successfully delivered to the customer;

(c)     where you have agreed to refund the customer and you are yet to receive the purchase price from us in accordance with clause 4.4, we are authorised to refund the customer on your behalf.

 

10.2   In the case of a faulty product normal consumer rights apply.

 

11.     Control of the Website

11.1   We have the right, in our sole discretion, to determine the content, appearance, design, functionality and all other aspects of the Website and to make changes from time to time.

11.2   We also have the right, in our sole discretion, to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list any or all of your products on the Website.

11.3   We reserve the right to remove, amend, modify, delete or disable access to any entries in the Business Directory page of the Website in respect of which the relevant membership fee has not been paid, but shall have no liability in respect thereof.

 

12.     Uploading information to the website

12.1   You shall ensure that you have authority to upload images and content to the Website before such images and content are uploaded. You shall provide us with evidence of such authority on our request.

12.2   You shall:

(a)     ensure, and warrant that, all information uploaded by you to the Website is accurate, fair, honest, truthful, lawful and not misleading;

(b)     not upload information that is unlawful, defamatory, obscene, offensive, discriminatory, inaccurate, untrue, misleading or without due and proper cause; and

(c)     not distribute or transmit any Viruses to the Website.

 

12.3   You accept full responsibility for all information which you have uploaded to the Website. You shall correct, update or remove such information promptly and as required from time to time to ensure its compliance with the standards set out in these terms.

12.4   You shall ensure that your employees, officers, representatives and subcontractors who upload information to the Website comply with this clause 12.

12.5   You indemnify and shall keep us indemnified in full against all costs, losses, damages, liabilities and expenses arising out of or in connection with any information uploaded by you, your employees, agents, consultants and subcontractors, including any claims from third parties.

12.6   We reserve the right to remove, amend, modify, delete or disable access to any information on the Website at our sole discretion, but shall have no obligation to do so or any liability in respect thereof.

 

13.     Intellectual Property

13.1   All intellectual property rights in or arising out of or in connection with the Website or our services (other than intellectual property rights in any materials provided by you) shall be owned by us. Except as expressly stated herein, these terms do not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Website or our services.

13.2   For so long as you are a member of the Business Directory or sell products through the Website, we grant to you a fully paid-up, worldwide, non-exclusive, royalty-free licence to use our logo and website address for the purpose of publicising that you sell products through the Website or publicising your membership of the Business Directory. You shall not sub-license, assign or otherwise transfer the rights granted in this clause. We reserve the right to immediately terminate the right granted in this clause by giving you notice.

13.3   You grant us a fully paid-up, worldwide, non-exclusive, non-transferable, royalty-free licence for so long as you are a member of the Business Directory or sell products through the Website to use your business name and logo (and any other materials you provide to us) on the Website. We will use and display your business name and logo in a manner, style and colour consistent with the instructions you give to us from time to time.

 

14.     Data protection

14.1   We will use Personal Data given by you to:

(a)     register you as a member of the Business Directory or as an authorised seller through the Website;

(b)     provide our services;

(c)     process payments and otherwise comply with our obligations in these terms;

(d)     give information about our services and manage our relationship with you; and

(e)     give information about other products and/or services that we may provide (but you may stop receiving this at any time by contacting us).

 

14.2   We will hold and process Personal Data in accordance with our privacy policy, a copy of which is available on the Website.

14.3   Both you and we will comply with all applicable requirements of the Data Protection Legislation. This data protection clause is in addition to, and does not relieve, remove or replace, either of our obligations under the Data Protection Legislation.

14.4   We are the data controller and responsible for your Personal Data. You must ensure that all necessary appropriate consents and notices are in place to enable lawful transfer of the Personal Data to us for the duration of your membership of the Business Directory.

 

15.     Taxes

You will be responsible for the collection and payment of all taxes applicable to you and the filing of all relevant returns.

 

16.     Termination

We may terminate your membership of the Business Directory and/or your right to sell products through the Website immediately at any time if you are in material breach of these terms or any other applicable terms and conditions or policies contained on the Website which you do not correct when asked to. If we exercise this right, none of your membership fee or Subscription Fee will be refunded.

 

17.     Our liability

17.1   Except in the case of death or personal injury caused by our negligence for which our liability is unlimited, our liability to you under these terms, whether for breach of contract, tort, negligence or otherwise, shall be limited to the membership fee, Subscription Fee and commission received by us from you in the 12 months immediately preceding the date on which the claim arose. We are not liable to you for any indirect or consequential loss, any economic loss, loss of data, loss of profits or damage to goodwill arising out of any breach by us of these terms or your use of the Website, any negligence or otherwise.

17.2   You will indemnify us against any liability, loss, claim, proceedings or damages we may suffer or incur as a result of your breach of contract, negligence or other acts or omissions, including any liability arising out of or in connection with your products.

17.3   We try to keep the Website safe, secure and functioning properly but we cannot guarantee the continuous operation of or access to the Website and don’t accept any liability for factors beyond our reasonable control.

 

18.     Force majeure

We will not be liable for any delay or failure to perform any of our obligations under these terms by reasons events or other matters beyond our reasonable control.

 

19.     Assignment and other dealings

19.1   You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under these terms without our prior written consent.

19.2   We may at any time transfer our rights and obligations under these terms to another organisation.

 

20.     Entire agreement

These terms constitute the entire agreement between us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

 

21.     Severance

If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms.

 

22.     Governing law and jurisdiction
Your membership of the Business Directory and these terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter shall be governed by and construed in accordance with English law and the English courts will have exclusive jurisdiction to settle any dispute or claim arising.