Terms of Service
Thank you for using TiliShop, we built it to make your life easier. As with every service, we need to lay down some ground rules, which are outlined in this document.
These Terms and Conditions, together with the Terms of Website Use, govern the provision of website hosting and related services provided by TiliShop Ltd, a company registered in England under number 11770116 whose registered office is at 382 Kenton Road, Harrow, Middlesex, HA3 8DP (“TiliShop”) to merchants wishing to use those website hosting and related services to host their website(s) and set up their online shop(s) through which they can sell their products and services online. Your agreement to comply with and be bound by these Terms and Conditions is deemed to occur on Your indicating Your acceptance and completing your Order for the Service.
1. Definitions and Interpretation
1.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|“Account”||means Your details that are required and held by Us to facilitate the provision of the Service to You including, but not limited to, identification and location details, username and password, and details of the Service provided to You;|
|“Business Day”||means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England;|
|“Confidential Information”||means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);|
|“Contract”||means the legally binding agreement formed between You and Us upon Your acceptance of these Terms and Conditions and Your completion of Your Order;|
|“Fee”||means the sum(s) payable by You to Us in order to receive the Service;|
|“Hosting Hardware”||means any and all computer and networking equipment used by Us in the provision of the Service including, but not limited to, servers and network infrastructure;|
|“Hosting Software”||means any and all software used by Us in the provision of the Service including, but not limited, that which may be used by You;|
|“Intellectual Property Rights”||means copyright (and related rights), designs, patents, trade marks and any and all other intellectual property rights. This includes all such rights, whether they are registered or unregistered, and the rights to apply for renewals or extensions of those rights (where relevant);|
|“Merchant Website”||means the website that We shall host for You and refers to all parts of that website including, but not limited to, component files and related services such as e-mail;|
|“One Plan”||means the TiliShop package described on Our website at https://tilishop.com/pricing/ and generally refers to the package purchased by You during the sign-up process which shall refer to specific features including, but not limited to, tools, facilities, storage limits and duration of service;|
|“Order”||means Your order for the Service as completed by You via Our website at https://tilishop.com/ specifying Your Account details and Your One Plan; and|
|“Service”||means, collectively, all components of Our website hosting service as provided to You in accordance with Your One Plan, as fully described at https://tilishop.com/pricing.|
1.2. Unless the context otherwise requires, each reference in these Terms and Conditions to:
- 1.2.1 “writing”, and any similar expression, includes a reference to any electronic communication whether sent by e-mail, fax or similar means;
- 1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- 1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
- 1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions;
- 1.2.5 a “Party” or the “Parties” refer either singularly or jointly to Us and You;
- 1.2.6 “We/Us/Our” is a reference to TiliShop;
- 1.2.7 “You/Your” is a reference to you, the Merchant.
1.3. The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.4. Words imparting the singular number shall include the plural and vice versa.
1.5. References to any gender shall include the other gender.
1.6. References to persons shall include corporations.
2. The Service
2.1. Free trial. We offer a free trial of the Services on the condition that the Merchant Website will be in demo mode, not publicly available and not capable of processing orders or payments. The purpose of the free trial that We offer is for evaluation purpose and We reserve the right to terminate any such free trial if in Our opinion the use of the free trial is not in accordance with the evaluation purpose.
2.2. Provision of the Service shall commence on the date specified in Your Order.
2.3. If the commencement of the Service is delayed by more than 14 days from the date of Your Order, We shall contact You and shall give You the option of waiting for a further 7 days or receiving a full refund of any and all Fees paid. In the event of further delay, the process set out in this sub-Clause 2.2 shall be repeated.
2.4. We are under no obligation to provide any services that do not form a part of Your One Plan unless both Parties enter into a separate written agreement for the provision of additional services.
2.5. We may, at Our sole discretion, alter, improve or otherwise modify the Service provided that any such change will not alter the Service received by You to Your material disadvantage (which would include, but not be limited to, the removal of features from One Plan). You will be notified no later than 1 (one) calendar month in advance of any planned changes and shall receive full details of any action required on Your part. No alterations to the Service will affect the Fee payable by You.
2.6. Notwithstanding the provisions of sub-Clause 2.4 We may take any action necessary to diagnose and/or rectify faults in TiliShop Hardware or Hosting Software without any prior notice to You. If such diagnosis or rectification results in an interruption to the provision of the Service, You will be notified in accordance with the provisions of Clause 3.
2.7. If You are an individual You may only use Our Service is You are 18 years old or older.
2.8. TiliShop may make certain features, software, services, and programmes available to You for use in connection with the Service (Additional Services). Additional Services may be provided by third parties and may be subject to additional or independent terms and conditions. TiliShop is not a party to your agreement with these third parties and is not responsible for any Additional Service provided by third parties.
2.9. We may provide information about certain order fulfilment third party services available to You. These may include payment verification and processing and shipping. These services may be available via third party providers and if You choose to use their services Your relationship with any such third parties will be directly with them and We shall not be a party to the relevant agreement between You and any such third party. You understand and agree that We are not responsible for the availability or provision of such services or for such third party provider’s non-performance or breaches of its agreement with You. We do not guarantee the availability, security or delivery of such services to You, or that You will be eligible for any such third parties services. It is Your responsibility to agree terms of any services with third parties and to comply with all applicable agreements and applicable law.
2.10. Fair use. We reserve the right to suspend or terminate the Service if, in Our opinion, the Service has been used unfairly, such as the Merchant Website using 10 (ten) times the average resources as compared to average figures.
3. Availability of Service
3.1. We will use reasonable endeavours to ensure that the Service is provided to You on a constant, uninterrupted basis throughout the duration of Your One Plan.
3.2. Notwithstanding sub-Clause 3.1, We shall not be liable for Hosting Hardware downtime or interruptions to the Service where such downtime or interruptions last for no more than 24 hours.
3.3. Where the Service is unavailable for more than 24 hours We will contact You and shall provide details of the interruption including, but not limited to the cause. If this is not possible due to an undiagnosed problem, We will, at a minimum, inform You that the problem is being investigated.
3.4. Where Service interruption due to Hosting Hardware failure cannot be remedied within 72 hours We will transfer Your Merchant Website to alternative Hosting Hardware in order to restore the provision of the Service or, where this is not possible, notwithstanding sub-Clause 10.1.1, from the end of the initial 24 hours period of Service interruption, keep a record of the number of whole days of Service interruption. Upon restoration of the Service, any partial days shall be rounded up and We will reimburse You for the interrupted period. Such reimbursement shall be calculated on a pro-rata basis and shall be paid to You within 10 business days. We acknowledge that this is an appropriate remedy in view of Your legitimate commercial interest in Service interruption due to failure of TiliShop Hardware being avoided or minimised.
3.5. Where the provision of the Service is interrupted through the fault of any third party, We shall bear no responsibility or liability.
4. Fees and Payment
4.1. Fees for One Plan are detailed at https://tilishop.com/pricing and are confirmed in Your Order.
4.2. You shall be required to pay all Fees due in advance of the Service for the duration of the Service specified in Your One Plan.
4.3. For the first period of Service provision (as specified in Your One Plan), payment of Fees shall take place on the date that You complete Your Order. For subsequent periods of Service provision, We will send You a renewal notice and invoice via e-mail not less than 10 Business Days prior to the expiry of the then current period. Payment must be made within 3 Business Days of receipt of the renewal notice and invoice in order for provision of the Service to continue without interruption.
4.4. We are free, at any time, to change the price of Our Services. You will not be subject to any additional charges during a period of Service Provision for which You have already paid resulting from a price increase, nor to any refunds resulting from a price decrease. Any changes in Fees due shall be reflected in subsequent renewals only. We reserve the right to continue charging old prices for renewals.
4.5. All Fees payable by You to Us must be paid in full, without set off or deduction. We reserve the right to suspend the Service or terminate the Contract if Fees are not paid on or before the due date.
4.6. All payments for Fees due under these Terms and Conditions must be made using a valid debit or credit card, direct debit or PayPal via Our chosen payment partner Mollie B.V. (https://www.mollie.com/en). Payments made via Mollie B.V. are subject to Mollie B.V.’s own terms and conditions of service and We make no representations or warranties with respect to their services.
- 4.6.1. All Fees shown are exclusive of VAT, unless otherwise indicated. TiliShop Ltd.’s VAT number is GB345376681.
5. Money Back Guarantee
5.1. From the date of Your payment under Clause 4 We offer a 30 (thirty) day money back guarantee during which You may cancel Your Order and receive a full refund if You are in any way unhappy with the Service.
5.2. If You choose to take advantage of the money back guarantee, You should email Us at firstname.lastname@example.org using the subject line: “Refund Request”, providing full details of Your Account and Order.
5.3. Please note that cancelling under this Clause 5 will result in the termination of the Service and thus the removal of Your Merchant Website from Hosting Hardware. Any data You have not backed up Yourself will be lost.
6. Changes to these Terms and Conditions
6.1. We reserve the right to change these Terms and Conditions and any and all other terms and conditions and/or policies which may affect You in order to comply with changes in the law.
6.2. You will be informed of any changes made under this Clause 6 and shall be deemed to be bound by them 1 (one) calendar month after receipt of the notice.
6.3. If You do not agree to be bound by any changes made under this Clause 6, You may cancel the Contract in accordance with sub-Clause 16.5.
7. Your Obligations and Undertakings
7.1. You may not use the Service (including, but not limited to, Hosting Hardware and/or hosting Software) for any unlawful or otherwise inappropriate purposes. This includes, but is not limited to:
- 7.1.1 Distribution of computer viruses, malware, spyware or any other form of code designed to cause harm or nuisance to hardware or software or to obtain data without consent;
- 7.1.2 Distribution of pirated material including, but not limited to, artwork, software, videos, music and written works; and
- 7.1.3 Distribution of obscene or illegal material including that which is pornographic, abusive, threatening, malicious, harassing, fraudulent, defamatory or that which encourages criminal activities.
7.2. You may not use Your Merchant Website to link to any other websites or systems hosting any material described above in sub-Clause 7.1.
7.3. You undertake to monitor and supervise any and all third party activity on Your Merchant Website (including, but not limited to, the submission of material by users and the use of communication systems such as forums). Any third party activity that may fall within the provisions of sub-Clause 7.1 must be stopped or removed, as appropriate.
7.4. You undertake to ensure that any and all personal information collected through Your Merchant Website is gathered, processed and held in accordance with the relevant provisions of the General Data Protection Regulation 2016, the Data Protection Act 2018 and other relevant data protection legislation.
7.5. You undertake to ensure that any and all e-commerce conducted through Your Merchant Website complies with all relevant laws in force at the relevant time including, but not limited to, the Consumer Protection from Unfair Trading Regulations 2008 (as amended from time to time, including the Consumer Protection (Amendment) Regulations 2014), the Consumer Rights Act 2015, the Sale of Goods Act 1979 (relevant provisions only), the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, Consumer Rights (Payment Surcharges) Regulations 2012, Consumer ADR Regulations 2015, Price Marking Order 2004, the EU E-Commerce Directive 2000 and the Electronic Commerce (EC Directive) Regulations 2002.
7.6. You shall be responsible for all activity relating to Your Merchant Website.
7.7. You must use reasonable endeavours to ensure that We are furnished with any information reasonably required to provide the Service in a timely manner.
7.8. You are in control of Your online shop and You are solely responsible for the the development, promotion, back up, operation, and maintenance of Your online shop, including accepting, processing and fulfilling customer orders generated through Your shop, and handling all and any customer communications, complaints or disputes. TiliShop has no obligation to back up any data related to Your shop’s operations. If Your account is terminated in accordance with these terms and conditions You will not have access to such data. You should independently take necessary steps to maintain such data in accordance with Your needs and requirements.
7.10. We are under no obligation to You or any third party to review Your shop, the products or services listed on Your shop or any other content published and distributed on or through Your shop. Notwithstanding any other provisions in these terms and conditions, if TiliShop believes, in its reasonable opinion, that Your shop or any products, services, content or other materials in Your shop or on TiliShop server, or Your use of the Service, the Hosting Software or the Hosting Hardware may create liability for Us or harm other users, then You agree that We may take any action that We think is reasonable and necessary to minimise or eliminate Our potential liability or to protect others, including terminating Your account and denying You the Service.
7.12. You agree not to publish, offer for sale, sell or otherwise distribute any of the following categories of items via Your shop or in connection with Your shop:
- 7.12.1 Blood, bodily fluids, antibodies, body parts and any derived items;
- 7.12.2 Tools for burglary or surveillance equipment;
- 7.12.3 Counterfeit goods;
- 7.12.4 Material or content that is infringing intellectual property rights or the rights of publicity, including music, films, e-books, games, videos, photographs and software that you do not own and do not have a licence to us and distribute;
- 7.12.5 Illegal drugs and related items, or substances designed to mimic illegal drugs;
- 7.12.6 Tobacco products, e-cigarettes and smokeless tobacco products;
- 7.12.7 Fireworks, destructive devices, explosives and hazardous materials;
- 7.12.8 Identity documents, government documents, personal financial records, or personal information (in any form, including mailing lists);
- 7.12.9 Lottery tickets, raffle, opportunity drawing and sweepstakes entries, slot machines, or similar gambling devices and products;
- 7.12.10 Obscene material;
- 7.12.11 Pornographic material;
- 7.12.12 Offensive material;
- 7.12.13 Hate speech, including but not limited to speech that is harmful to others or promotes racism, sexism, transphobia, homophobia, xenophobia, fascism or white nationalism;
- 7.12.14 Products or content glorifying guns, gun culture, violence, illegal activity, self-harm, or policing;
- 7.12.15 Products or content associated with hate groups or depicting fascist or white nationalist symbols or phrases;
- 7.12.16 Unwashed clothing and bedding and previously used cosmetics;
- 7.12.17 Police badges or uniforms;
- 7.12.18 Prescription drugs, steroids or medical devices;
- 7.12.19 Chemicals, toxins or similar items;
- 7.12.20 Pets, animals and wildlife products;
- 7.12.21 Recalled items;
- 7.12.22 Products and services that violate any law, statute, ordinance, regulation, or third party prohibition.
- 7.12.23 Stocks, shares or other securities;
- 7.12.24 Code or similar items, programmes, or processes, such as automated software, data mining software, scrapers, bots, and automatic checkout “add to cart” services;
- 7.12.25 Online and social media activity, such as selling likes, views, followers and subscriptions;
- 7.12.26 Weapons and other related items, including firearms, firearm parts and magazines, ammunition, guns, tear gas, stun guns and switchblade knives;
- 7.12.27 Stole property, including digital and virtual goods; or
- 7.12.28 Any product of service that is illegal, violates the rights or others or is marketed or sold in such a way as to create a liability for Us.
8. Intellectual Property Rights
8.1. You shall not acquire any rights in or over any Intellectual Property Rights subsisting in any materials and/or property owned by Us or by any third parties (where, for example, We are using materials under licence). Any materials owned by Us used by You in the normal course of the Service are used under a non-exclusive licence only to the extent required in order for Us to provide the Service to You.
8.2. We shall not acquire any rights in or over any Intellectual Property Rights subsisting in any materials and/or property owned by You or by any third parties (where, for example, You are using materials under licence) including, but not limited to, Your Merchant Website. Any such rights are used under a non-exclusive licence only to the extent required in order for Us to provide the Service to You.
8.3. You hereby agree to fully indemnify Us against all costs, expenses, liabilities, losses, damages, claims and judgments that We may incur or be subject to as a result of the infringement of any Intellectual Property Rights arising out of Your failure to obtain the necessary rights and permissions from third parties with respect to any materials used by You as hosted by Us under the Contract.
8.4. During the provision of our Service You hereby grant to Us and Our subcontractors a non-exclusive, irrevocable, sublicensable, royalty-free, transferable, worldwide licence to reproduce, use, distribute, create derivative works of, alter, modify, resize, crop, watermark, reformat, resave, compress, decompress, rewrite, transmit, publicly perform, publicly display, and digitally perform Your content, data, and trademarks solely to provide Our Service. By making Your shop public you agree that others can view Your content. You understand and agree that copies of Your shop, or parts of Your shop, may continue to be stored on TiliShop servers after You terminate Your Account. We agree not to use Your content, data and intellectual property rights after Your Account is terminated except where We have a legal obligation to do so.
9. Your Use of Hosting Software and Licence
9.1. Your use of any and all Hosting Software that We may from time to time provide including, but not limited to, the TiliShop Control Panel and TiliShop Content Managemnt System, is under a non-exclusive licence and may be used only in accordance with these Terms and Conditions and only for the duration of the Service. You shall not gain any form of ownership rights over any Hosting Software or the Intellectual Property Rights therein.
9.2. Where We provide access to third party software (which, for the purposes of these Terms and Conditions, falls within the definition of “Hosting Software”) You agree to be bound by any licence agreements relating to such software upon Your first use of that software.
9.3. You may not under any circumstances:
- 9.3.1 attempt to copy any Hosting Software;
- 9.3.2 attempt to reverse-engineer, decompile, disassemble or in any other manner derive source code from any Hosting Software;
- 9.3.3 write or otherwise create any derivative software that is based in whole or in part on any Hosting Software; or
- 9.3.4 sell, lease, transfer, sub-licence, or in any other way treat any Hosting Software as Your property.
10. Limitation of Our Liability
10.1. Subject to the provisions of sub-Clause 3.4 and the remainder of this Clause 10, and to the fullest extent permitted by law, We shall not be liable to You or to any third party, whether in contract or tort (including negligence) for any loss or damage, direct or indirect, whether foreseeable or otherwise (including any indirect, consequential, special or exemplary damages) arising from:
- 10.1.1 interruptions or downtime to the Service;
- 10.1.2 any damage, loss or corruption of data (including, but not limited to, Your Merchant Website or any part thereof);
- 10.1.3 any incompatibility, whether of Software, Hosting Hardware or Your Merchant Website with any of Your own equipment (or that of any third party);
- 10.1.4 any inability, on Your part, to use the Service (including, but not limited to, failure to follow reasonable instructions provided by Us);
- 10.1.5 the loss of confidentiality caused by the storage of information on the internet (this does not refer to the mutual confidentiality obligations of the Parties under Clause 14).
10.2. Nothing in these Terms and Conditions shall exclude Our liability for death or personal injury resulting from Our negligence or that of Our employees or agents.
10.3. Nothing in these Terms and Conditions shall exclude Our liability for fraud or fraudulent misrepresentation.
10.4. Nothing in these Terms and Conditions excludes or restricts Our liability for any loss resulting from Our failure to use reasonable skill and care, from Our gross negligence, or from Our willful misconduct.
11. Warranty Disclaimer
Subject to the provisions of these Terms and Conditions, We give no further warranty, express or implied, in connection with the Service as to fitness for purpose, quality, non-infringement or merchantability.
12. Your Indemnity
You shall fully indemnify Us against all costs, expenses, liabilities, losses, damages and judgments that We may incur or be subject to as a result of any of the following:
- 12.1 Your misuse of the Service;
- 12.2 Your breach of these Terms and Conditions;
- 12.3 Your negligence or other act of default;
- 12.4 The activities of third parties conducted on or through Your Merchant Website.
13. Data Protection
13.1 All personal information that We may collect (including, but not limited to, Your name and address) will be collected, used and held in accordance with the provisions of the General Data Protection Regulation 2016 and the Data Protection Act 2018, as well as other applicable data protection legislation.
13.2 We may use Your personal information to:
- 13.2.1 Provide the Service to You;
- 13.2.2 Process payments made by You;
- 13.2.3 Inform You of products and services available from Us. You may request that We stop sending You this information at any time;
- 13.2.4 In certain circumstances, and with Your consent, We may pass Your personal information on to credit reference agencies. These agencies are also bound by the applicable data protection legislation and should use and hold Your personal information accordingly.
14.1. Except as provided by sub-Clause 14.2 or as authorised in writing by the other Party, each Party shall, at all times during the continuance of the Contract and for 5 (five) years after its termination:
- 14.1.1 keep confidential all Confidential Information;
- 14.1.2 not disclose any Confidential Information to any other party;
- 14.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions;
- 14.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
- 14.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 14.1.1 to 14.1.4 above.
14.2. Either Party may:
- 14.2.1 disclose any Confidential Information to:
- 220.127.116.11 any sub-contractor or supplier of that Party;
- 18.104.22.168 any governmental or other authority or regulatory body; or
22.214.171.124 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by these Terms and Conditions (including, but not limited to, the provision of the Service by Us), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 126.96.36.199 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 14, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
- 14.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of Your acceptance of these Terms and Conditions, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.
14.3. The provisions of this Clause 14 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.
15. Force Majeure
15.1. Neither Party to the Contract will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
15.2. In the event that either Party cannot perform their obligations thereunder as a result of force majeure for a continuous period of 3 months, the other Party may at its discretion terminate the Contract by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Service provision up to the date of termination or, where payment has been made in advance, a fair and reasonable reimbursement for Service provision not received.
16. Term and Termination
16.1. The initial period of Service provision shall commence on the date that Your Order is submitted and all Fees due under Clause 4 are paid. This period shall last for the duration specified in Your One Plan, subject to any provisions in these Terms and Conditions to the contrary (including, but not limited to, this Clause 16).
16.2. Subsequent periods of Service provision shall last for the duration specified in Your One Plan and shall follow on from a previous period, without interruption, subject to Your fulfilment of the payment obligations set out in Clause 4. All subsequent periods of Service provision shall remain subject to these Terms and Conditions unless expressly stated otherwise.
16.3. Either Party may immediately terminate the Contract by giving written notice to the other Party if:
- 16.3.1 any sum owing to that Party by the other Party under these Terms and Conditions is not paid within 10 Business Days of the due date for payment;
- 16.3.2 the other Party commits any other breach of any of these Terms and Conditions and, if the breach is capable of remedy, fails to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
- 16.3.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
- 16.3.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
- 16.3.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under these Terms and Conditions);
- 16.3.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
- 16.3.7 that other Party ceases, or threatens to cease, to carry on business; or
- 16.3.8 control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Contract. For the purposes of this Clause 16, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
16.4* For the purposes of sub-Clause 16.3.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
16.5. You shall have the additional right to request the early cancellation and termination of the Service and of the Contract (i.e. before a period of Service provision is complete) by written notice of 1 (one) month. Such notice should include Your username, email address and Merchant Website url. The following shall apply to such early termination:
- 16.5.1 The issuing of refunds is at Our sole discretion.
- 16.5.2 If You wish to terminate during the course of a period of Service provision, the Service shall end at the end of 1 (one) month after We receive Your notice. Refunds shall be proportionate to the remainder of the period of Service provision active at the time. Refunds shall be issued within 10 Business Days.
16.6 If You send Us a termination notice under sub-Clause 16.5 in error or change Your mind, We must be informed of this within 7 (seven) days of that notice that You wish that Your Account be reinstated. Any notification outside of this period shall require a new Account to be set up and You shall be required to pay for a full period of Service provision, as specified in Your One Plan. The reinstatement of Accounts requires the payment of a reactivation and recovery fee of £120 in addition to the repayment of any Fees that were refunded to You by Us when completing your early cancellation.
16.7. The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
17. Effects of Termination
Upon the termination of the Agreement for any reason:
- 17.1 We shall ensure the complete and secure removal of Your Merchant Website and all related material from Hosting Hardware;
- 17.2 any sum owing by either Party to the other under these Terms and Conditions shall become immediately due and payable;
- 17.3 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Contract shall remain In full force and effect;
- 17.4 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of these Terms and Conditions which exist at or before the date of termination;
- 17.5 subject as provided in this Clause 17 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
- 17.6 each Party shall (except to the extent referred to in Clause 14) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
18. No Waiver
No failure or delay by either Party in exercising any of its rights under these Terms and Conditions shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of these Terms and Conditions shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.
20. Assignment and Sub-Contracting
20.1. Subject to sub-Clause 20.2 The Contract shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
20.2. We shall be entitled to perform any of the obligations undertaken by Us through any other member of Our group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of these Terms and Conditions, be deemed to be Our act or omission.
21. Relationship of the Parties
Nothing in these Terms and Conditions shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in these Terms and Conditions.
22. Third Party Rights
22.1. No part of these Terms and Conditions is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply.
22.2. Subject to this Clause 22 the Contract shall continue and be binding on the transferee, successors and assigns of either Party as required.
23.1. All notices or communications shall be given to Us either by post to Our premises at 382 Kenton Road, Harrow, Middlesex, HA3 8DP or by email to email@example.com. Such notice will be deemed received 3 Business Days after posting if sent by first class post, the day of sending if the email is received in full on a Business Day and on the next Business Day if the email is sent on a weekend or public holiday.
23.2. We may from time to time send You information about Our products and/or services. If You do not wish to receive such information, please tick the relevant box or contact us at firstname.lastname@example.org in order to unsubscribe at any time.
In the event that one or more of the provisions of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
25. Law and Jurisdiction
25.1. The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
25.2. Any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.