you2choose TERMS AND CONDITIONS OF BUSINESS
AGREED TERMS
1. Application of Conditions
2 Commencement and Duration1.1 The Customer’s acceptance of this email, constitutes the Contract to purchase the Services on these Conditions and establishes a contract for the supply and purchase of the Services on these Conditions. The Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any order form or other Document shall not govern the Contract.
1.2 Quotations are given by you2choose on the basis that no Contract shall come into existence except in accordance with condition
1.2. Any quotation is valid for a period of 30 days from its date, provided that you2choose has not previously withdrawn it. 1.3 These Conditions shall
1.3.1 Apply to and be incorporated into the Contract; and
1.3.2 Prevail over any inconsistent terms or conditions conta ined, or referred to, in Documents supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
3 Supplier’s Obligations2.1 Subject to condition 7, the Services supplied under the Contract shall commence on the date set out above and continue for one year
from that date automatically renewing for a further twelve month period on the anniversary of the Contract unless terminated by
one of the parties giving to the other not less than 28 days' notice to expire on the anniversary of the date hereof with time
being of the essence.
2.2 you2choose’s provision of the Services may be subject to a period of delay in order to check on the Customer’s Accredited Status
with the appropriate governing body where relevant and thus validity of the application and time shall not be of the essence for performance of the Services.
4 Customer Obligations3.1 you2choose shall use reasonable endeavours to provide the Services, to the Customer, in accordance in all material respects with the
Quotation.
3.2 you2choose shall provide the Services with the skill, care and diligence that can be reasonable be expected of a professional
contractor experienced in the provision of the services of a comparable nature and complexity to the Services.
3.3 you2choose shall not be liable for any breach or alleged breach of their obligations to provide the Services under the Contract
if it results directly or indirectly from any failure by the Customer to fulfill the obligations contained in the Contract.
5 Intellectual Property4.1 The Customer shall:
4.1.1 Have Accredited Status:
4.1.2 Co-operate with you2choose in all matters relating to the Services;
4.1.3 provide to you2choose, in a timely manner, such In-put Material and other information as you2choose may reasonably
require and ensure that it is accurate in all material respects, including by not limited to information regarding Accredited Status;
4.1.4 Inform you2choose immediately should any of the In-put Material change by e-mailing info@you2choose.com.
4.2 The Customer shall be liable to pay to you2choose, on demand, all reasonable costs, charges or losses sustained or incurred by
you2choose (including, but not limited to, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.
5.1 Nothing in this Contract provides for any transfer or assignment of ownership or any Intellectual Property Rights.
6 Limitation of Liability – THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
6.1 This condition 6 sets out the entire financial liability of you2choose (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
6.1.1 Any breach of the Contract
6.1.2 any use made by the Customer of the Services; and
6.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
7 Termination
7.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach.
7.2 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect: condition 5, 6, 7 and 15.
8 Charges and Payment
8.1 In consideration of the provision of the Services by you2choose the Customer shall pay the charges as set out in the Quotation.
8.2 The total price for the Services shall be the amount set out in the Quotation. The total price shall be paid to you2choose (without deduction of set-off) in the installments set out in the Quotation by such method of payment you2choose reasonably requests. you2choose shall be under no obligation to provide the Service until the monthly charge has been paid.
8.3 The Parties agree that you2choose may review and increase the charges set out in the quotation on the anniversary of the Contract by a maximum of 10%. you2choose will give the Customer written notice of any such increase at least 28 days before the anniversary of the Contract.
8.4 The Customer shall pay each invoice submitted to it by you2choose in full and in cleared funds within 14 days of the date of the invoice.
8.5 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay you2choose on the due date, you2choose may suspend all Services until payment has been made in full.
8.6 Time for payment shall be of the essence of the Contract. 8.7 All sums payable to you2choose under the Contract shall become due immediately on its termination, despite any other provision. This condition
8.7 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
8.8 you2choose may, without prejudice to any other rights it may have, set off any liability of the Customer to you2choose against any liability of you2choose to the Customer.
9 Force Majeure
9.1 you2choose shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control.
10 Variation
10.1 you2choose may, from time to time and without notice, change the Services provided that such changes do not materially affect the nature, scope or, or the charges for the Services.
11 Entire Agreement
11.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
11.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract)
11.3 Nothing in this condition shall limit or exclude any liability for fraud.
12 No Partnership or Agency
12.1 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose, No Party shall have authority to act as agent for, or to bind, the other party in any way.
13 Rights of Third Parties
13.1 A person who is not a party to the Contract shall not have any rights under or in connection with it.
14 Links
14.1 If the Service Contains links to other websites and resources, either directly or through frames, where possible you2choose will make clear where such links are being made. Independent third parties provide the sites and you2choose is not responsible and shall not be liable to the availability of content of the outside resources.
15 Governing Law and Jurisdiction
15.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
15.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter.
16 Interpretation
16.1 The definitions and rules of interpretation in this condition apply in these terms and conditions. Accredited Statusmeans the status granted as a result of a combinationof checks undertaken by the Customer’s relevantgoverning body. Contract The Customer’s acceptance of the Quotation undercondition 1.2. you2choose is a trading name for Webroster Limited, CompanyNumber [04546840], of Ashton House, Unit 3, FlagBusiness Exchange, Vicarage Farm Road, Peterborough,Cambridgeshire PE1 5TX. Customer means the person, company, business or organisationnamed on the Acceptance Form. Documentsmeans any Customer supplied purchase order,confirmation of order, acceptance of a quotation, orspecification other than this Acceptance Form. In-put Materialall information and materials provided by theCustomer to you2choose relating to the Servicesincluding (without limitation) names, address andbusiness details to be included in you2choose. Intellectual Property Rights: all patents, rights to inventions, utility models,copyright and related rights, trade marks, servicemarks, trade, business and domain names, rights intrade dress or get-up, rights in goodwill or to suefor passing off, unfair competition rights, rightsin designs, rights in computer software, databaseright, topography rights, moral rights, rights inconfidential information (including know-how andtrade secrets) and nay other intellectual propertyrights, in each case whether registered or unregisteredand including all applications for and renewals orextensions of such rights, and all similar or equivalentrights or forms of protection in any part of the world. Quotation: quotation for the Services as set out above in this email. Services:the services to be provided by you2choose under theContract
16.2 Headings in these conditions shall not affect their interpretation.
16.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
16.4 reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
16.5 A reference to writing or written includes faxes and e-mail. 16.6 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
you2choose is a trading name of Webroster Limited.