These terms and conditions of sale state the basis on which we Mwie Ltd will supply services to our customers.
Please read them carefully, especially section 8 (liability).
We are a company incorporated and registered in England and Wales with company number 9262094 whose registered office is at First Floor, Telecom House, 125-135 Preston Road, Brighton, BN1 6AF, UK. We’re called ‘the Supplier’ in this agreement). In case you need it our VAT Number is 196902470.
You’re called ‘the Customer’ in this agreement. You are the individual, firm, company or other organisation which places an order via the Supplier’s website job.garden (the Website) (the Order).
1. Agreed Terms
It is agreed that:
1.1. If any word, phrase or explanation used within this agreement is not clear, it will be defined and interpreted according to the definitions and interpretations set out below:
Acts, Legislation: or other similar references shall include any updates and or amendments to the same.
Billing Period: a single period for which Charges are due for the supply of Services. The Billing Period is one month.
Charges: the charges payable by the Customer to the Supplier according to the terms of this Contract.
Customer: the individual, firm, company or other organisation stated on the Order.
Customer Materials: any materials or information which the Customer provides to the Supplier in relation to the supply of the Services.
Order: the order placed by the Customer on the Website.
Services: the services set out in the Services Specification which the Supplier is to supply according to the terms of this Contract.
Services Specification: the description of the Services supplied by the Supplier on the Website at the time the Customer places the Order.
Standard Services Charges: the standard services charges for the Services set out on the Website at the time the Customer places the Order.
Written: and any similar expression, includes e-mail.
1.2. It is also agreed that:
- The Customer wishes to acquire services described in the Order (Services) and the Supplier wishes to supply them to the Customer, on the terms and conditions set out in this agreement (Terms).
- The Supplier shall only supply Services to the Customer on these Terms. (Terms can only be varied in writing signed by an authorised officer of the Supplier).
- The Customer should follow the instructions on the Website in order to place the Order. The Customer is responsible for ensuring that the terms of the Order are complete and accurate so please check these carefully and make any amendments to any errors as required before placing your Order.
- Any Orders placed by the Customer are offers for the purchase of the Services on the basis of these Terms.
- The Customer should print or save a copy of the Terms to the Customer’s computer or server in order that the Customer can refer to them again in the future.
- On receipt of an Order from the Customer, the Supplier will issue an acknowledgement of the Order so that the Customer knows that the Order has been received but this does not constitute acceptance of the Order.
- The Supplier will confirm acceptance of an Order in writing, at which point the Supplier’s contract with the Customer for the supply of the Services in that Order shall come into existence.
- If the Supplier cannot accept the Order, it will confirm this in writing to the Customer and the Order will not be processed any further. If the Supplier has already received payment from the Customer, it will promptly refund the Customer.
- The Supplier’s contract with the Customer for the supply of the Services comprises the Order, these Terms and anything else the Supplier expressly agrees in writing (Contract).
- Any descriptions of the Services contained on the Website are only for illustrative purposes and do not form part of the Contract
- The Supplier may amend the Services Specification as required by law, or to comply with any relevant regulatory obligations.
- The Contract is made in the English language only.
- The Supplier’s email address is email@example.com.
2.1. The Customer will pay the Charges for Services set out on the Website at the time when the Customer placed the Order.
2.2. The Supplier may charge amounts in addition to the Charges if the Customer requests any change to the Services after the commencement of the Contract, if the Customer fails promptly to provide any instructions or Customer Materials required by the Supplier for the supply of the Services, or for any reason which is due to any other act or omission of the Customer.
2.3. The Supplier may reduce the Charges (including to zero) from the amount set out in section 2.1 temporarily or for an open-ended period without giving notice.
2.4. The Supplier reserves the right to change the Standard Services Charges by giving at least two months’ written notice to the Customer.
2.5. Unless otherwise stated the Charges will be exclusive of VAT which the Customer shall be liable to pay to the Supplier in addition to the Charges.
2.6. The Supplier makes all reasonable efforts to ensure that it does not make errors with the prices that the Supplier charges the Customer. For example, before the Supplier accepts the Order, the Supplier usually tries to check the price against its price list in force at the time of the Order. However, if an error has been made and the price in the price list is lower than the price in the Order, then the Supplier will charge the Customer the price on the price list (being the lower amount) or the Supplier will provide a refund in respect of such amount if the Customer has already made payment. If an error has been made and the price in the price list is higher than the price in the Order, the Supplier will contact the Customer to confirm how the Customer would like to proceed and whether the Customer would like to proceed at the higher price or whether the Customer wishes to cancel the Order (in which case the Supplier will promptly refund any payments already made by the Customer).
3. Invoicing and Payment
3.1. The Customer will pay the Charges in advance via the Website at the time it places its Order. The Website accepts the several credit and debit cards.
3.2. The Supplier shall be entitled to raise invoices for the Charges in advance on the frequency of the Billing Period, with the first invoice raised at the end of any trial period.
3.3. Payment shall be treated as made once the Supplier receives cleared funds.
3.4. Time for payment of the Charges shall be ‘of the essence’.
3.5. All payments must be made by the Customer without any deduction or set-off.
3.6. If any amounts owed by the Customer to the Supplier become overdue, then (without compromising any other rights or remedies available to the Supplier), the Supplier:
- shall be entitled to charge interest upon such amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
- may suspend the supply of any further Services, and any services under any other contract between the Supplier and the Customer, until the overdue amounts are paid in full, and/or
- may terminate the Contract.
3.7. The Customer is responsible for all reasonable costs and expenses incurred by the Supplier in relation to the recovery by the Supplier of any amounts owed to it by the Customer.
4. Supply of Services
4.1. The Supplier shall use reasonable endeavours to meet any dates quoted for the supply and completion of the Services, but any such dates are approximate only, and time for the supply and completion of the Services shall not be of the essence.
4.2. Either party may request a change to the Services Specification. Any such change must be agreed in writing by the parties, but neither party shall unreasonably refuse its consent.
4.3. If a change is requested, the Supplier will provide a written statement to the Customer setting out:
- its effect on the Charges (up or down);
- its effect on timing under the Services Implementation Plan; and
- any other impact of the change.
5. Warranties relating to services
The Supplier warrants to the Customer that the Services will be supplied:
- using reasonable care and skill; and
- in accordance with the Services Specification in all material respects.
6. Intellectual Property Rights
6.1. Except in relation to the Customer Materials, all intellectual property rights arising out of the Services belong to the Supplier.
6.2. The Supplier grants to the Customer a fully paid, worldwide, non-exclusive and irrevocable licence of the intellectual property rights in section 6.1 to the extent necessary for the Customer to receive the full benefit of the Services.
7. Obligations of Customer
7.1. The Customer will:
- ensure that the Order, the Customer Materials and any other materials or information which the Customer supplies to the Supplier are complete and accurate
- promptly provide the Supplier with such materials and information as the Supplier requires in order to supply the Services, and
- comply with all applicable laws and relevant regulatory obligations.
7.2. If the Services are to be supplied at the Customer’s premises, the Customer will:
- provide access to such premises and ensure that the premises are ready for the supply of the Services
- provide suitable facilities for the supply of the Services, and
- ensure such premises comply with all health and safety laws.
7.3. If the Supplier is delayed or unable to fulfil any of its obligations under the Contract due to any act or omission of the Customer (Customer Failure), then the Supplier may rely on such Customer Failure to relieve it from its obligations under the Contract.
7.4. To the extent that the delay or inability at section 7.3 is due to the Customer Failure, then without limiting or otherwise compromising any other rights or remedies available to it, the Supplier:
- may suspend the supply of Services until the Customer makes good the Customer Failure;
- shall not be liable for any losses, costs or expenses which the Customer suffers or incurs because of any delay or suspension which is attributable to the Customer’s Failure; and
- may request immediate payment by the Customer of any losses, costs or expenses which the Supplier suffers or incurs because of the Customer Failure.
7.5. Any right of suspension under this section is additional to any rights available to the Supplier under the law of any relevant jurisdiction.
8.1. Subject to section 8.3, the Supplier is not liable to the Customer for any indirect or consequential loss, any loss of profits or any loss of business, whether arising from tort, breach of contract, indemnity or otherwise under or in connection with the Contract.
8.2. Subject to section 8.3, the Supplier’s liability in respect of all claims, losses or damages of whatever nature, whether arising from tort, breach of contract, indemnity or otherwise, under or relating to, the Contract, shall not exceed the aggregate of the Charges paid by the Customer to the Supplier under the Contract.
8.3. Nothing in the Contract shall exclude or limit either party’s liability for any death or personal injury caused by negligence or for any other liability which cannot be excluded or limited by law.
9.1. Either party may cancel the Order at any time by following the instructions on the Website, and the contract will end at the end of the Billing Period for which the Customer has paid.
9.2. Either party may terminate the Contract, without liability to the other party, if that other party’s business fails.
9.3. The other party’s business will be treated for this purpose as having failed if:
- the other party is or appears to be unable to pay its debts as they fall due
- the other party makes any voluntary arrangement with that other party’s creditors
- (being an individual or firm) the other party becomes bankrupt
- (being a company) the other party becomes subject to an administration order or goes into liquidation
- any third party takes possession of, or enforces rights over, any of other party’s property or assets under any form of security;
- the other party stops or threatens to stop carrying on business;
- the other party suffers any process equivalent to any of these, in any jurisdiction; or
- the terminating party reasonably believes that any of the events mentioned above are about to occur and the terminating party notifies the other party accordingly.
9.4. Without compromising any other rights or remedies available to it, the Supplier may terminate the Contract without any liability to the Customer if:
- the Customer fails to pay any amount under the Contract when due; or
- the Customer commits a material breach of the Contract and fails to rectify the breach within 8 working days.
9.5. Upon termination of the Contract, however caused, and without compromising any other rights or remedies available to the Supplier, the Customer shall pay to the Supplier on demand all Charges and other sums due but unpaid at the date of such demand.
9.6. Termination or expiry 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.
9.7. Any term of the Contract which is specifically stated to continue or which, by its very nature, is intended to continue after termination of the Contract, shall continue to bind the parties following termination or expiry of the Contract.
10. Events beyond the reasonable control of the Supplier (‘Force majeure’)
The Supplier shall not be liable to the Customer for any failure or delay in performing any of its obligations to the extent that such failure or delay is caused by an event beyond its reasonable control.
11.1. The Contract represents the entire agreement between the parties in relation to the subject matter and supersedes all previous agreements, representations or understandings between the parties. The parties agree that they shall have no rights or remedies in relation to any representation or warranty that is not included in the Contract.
11.2. The Customer shall not assign, sub-contract, delegate, or otherwise transfer any of its rights or obligations under the Contract without the prior written consent of the Supplier.
11.3. If any provision of these Terms is held by a competent authority to be invalid or unenforceable, in whole or in part, the validity of the other Terms and of the remainder of the provision in question will not be affected. Every provision is severable from every other.
11.4. No single or partial exercise or failure or delay in exercising any right, power or remedy by a party under the Contract, howsoever arising, shall operate as a waiver by that party of, or impair or preclude any further exercise of that right, power of remedy. To be valid and effective, any waiver must be in writing.
11.5. Unless otherwise expressly stated, nothing in the Contract will create or confer any rights or other benefits pursuant to the Contracts (Rights of third Parties) Act 1999in favour of any person other than a party to the Contract.
11.6. Any written notice under these Terms will be deemed to have been sufficiently served if posted by pre-paid official post, couriered, faxed on receipt of successful answerback, or if sent by e-mail (but in this case only on evidence of successful transmission and only if the parties have regularly communicated on contract matters by e-mail).
11.7. The Contract will be governed by the law of England, and the parties submit to the exclusive jurisdiction of the English courts.