B2B Terms for Sales of Services & Membership
These terms govern the sale of all services to businesses worldwide,
AGREED TERMS
You are particularly drawn to the provisions of clause 12 (Limitation of liability).
- About us
1.1 Company details
Emailexpert UK Ltd (company number 12309707) is a company registered in England and Wales and our registered office is at Unit 1 The Exchange, CR0 1UH United Kingdom. Our main trading address is Matthews Yard 166 North End Croydon, England CR0 1UF. Our VAT number is 409226605. We operate the website www.emailexpert.org.
1.2 Contact information
To contact us, email us at hello@emailexpert.com. How to give us formal notice of any matter under the Contract is set out in clause 16.2.
1.3 Professional indemnity insurance
We maintain worldwide professional liability insurance. Our compulsory insurer is HISCOX BUSINESS INSURANCE, and our policy number is PSC10003219395/00.
- Our contract with you
2.1 Our contract
This contract applies to the order by you and supply of Services by us to you. These terms and conditions (Terms) apply to the
exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.
2.2 Entire agreement
This Agreement constitutes the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise, representation, or warranty not set out in this Agreement.
2.3 English language
These Terms and the Contract are made only in the English language.
2.4 Print or save Terms
You should print off a copy of these Terms for future reference.
- Placing an order and its acceptance
3.1 Ordering goods or services
Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the Services specified in the order (Services) subject to these Terms.
3.2 Input errors
Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
3.3 Receipt of order
After you place your order, you will receive an email from
us acknowledging that we have received it. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
3.4 Order confirmation
We will accept your order when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
- Cancellation and refund policy
4.1 If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4.2 Cancelling your order and obtaining a refund
4.2.1 Cancelling the contract
You may cancel the Contract if you notify us as set out in clause 4.2.2 within 3 days of your receipt of the Order Confirmation. You cannot cancel the Contract once we have completed the Services, even if the 3-day period is still running.
In respect of tickets and event packages we may extend more favourable conditions than this, please refer to the event page for more details.
4.2.2 Canceling the contract
You can email us at hello@emailexpert.com. When emailing us, please include details of your order to help us to identify it.
4.2.3 Refunds for canceled contracts
If you cancel the Contract as per clause 4.1, we will refund you in full for the price you paid for the Services, by the method you used for payment, less any cost incurred. No refund will be given where the service has been consumed all or in part.
- Our services
5.1 Descriptions and illustrations
Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract but may be used as a general guide.
5.2 Performing services
Subject to our right to amend the specification (see clause 5.3), we will supply the Services in accordance with the specification for the Services appearing on our website at the date of your order, except where we are prevented from doing so by law.
5.3 Changes to specification
We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
5.4 Reasonable care and skill
We
warrant to you that the Services will be provided in a manner consistent with reasonable care and skill.
5.5 Performance dates
We will use all reasonable endeavors to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
- Your obligations
6.1 It is your responsibility to ensure that:
- the terms of your order are complete and accurate;
6.2 Cooperation
- you cooperate with us in all matters relating to the Services;
6.3 Provide accurate information
- you provide us with such information and materials we may reasonably require in order to supply the Services and ensure that such information is complete and accurate in all material respects;
6.4 Compliance with laws
- You will comply with all applicable laws, including health and safety laws.
6.5 Your default
If our ability to perform the Services is prevented or delayed by any failure by you to fulfill any obligation listed in clause 6.1 (Your Default):
6.5.1 Suspension of performance
- we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances, Your Default may entitle us to terminate the Contract under clause 15 (Termination);
6.5.2 Liability for delays
- we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
6.5.3 Losses from default
- You will reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
- Services in the UK
7.1 Ordering from outside the UK
You may place an order for the Services from an address outside the UK, but the order and primary services will be fulfilled from and in the UK, regardless of your location.
- Charges
8.1 In consideration of us providing the Services, you agree to pay our charges in accordance with this clause 8.
8.2 The Charges are the prices quoted on our site at the time you submit your order. OR The Charges are calculated on a time and materials basis in accordance with our daily fee rates, as displayed on our site at the time you submit your order.
8.3 Scope of services
If you wish to change the scope of the Services after we have accepted your order, and we agree to such change, then the Charges will be modified accordingly.
8.4 Price accuracy
We take all reasonable care to ensure OR use our best efforts to ensure that the prices stated for the Services are correct at the time they were entered into our system. However, please see clause 8.7 for what happens if we discover an error in the price of the Services you ordered.
8.5 Price changes
Our Charges may change from time to time, but changes will not affect any order you have already placed.
8.6 VAT charges
Our Charges include VAT where applicable. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
8.7 Pricing errors
It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced.
8.7.1 If the correct price for the Services is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order.
8.7.2 We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognized by you as a mispricing, we may cancel the supply of the Services and refund you any sums you have paid.
- How to pay
9.1 Payment in advance
Payment for the Services is in advance. We will take your first payment upon acceptance of your order and will take subsequent payments according to the schedule provided.
9.2 Payment methods
You can pay for the Services using a debit card or credit card or bank transfer by arrangement.
9.3 Invoice and payment terms
We will send you an electronic invoice within seven days of the beginning of the month following payment. If for any reason the payment is failed or cancelled, we will charge a £100 administration fee.
9.4 Late payment interest
If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 15 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum plus costs, whether before or after judgment. Interest under this clause 9.4 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.5 No set-off, counterclaim, deduction or withholding
We shall each pay all amounts due under the Contract in full, without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Intellectual property rights
10.1 Intellectual property rights
All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
10.2 Licence to use
We agree to grant you a licence during the term of the Contract to copy the deliverables specified in your order (excluding materials provided by you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 10.2.
10.3 Licence to use materials
You agree to grant us a non-exclusive, fully paid-up, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services.
- How we may use your personal information
11.1 Use personal information
We will use any personal information you provide to us to:
- provide the Services;
- process your payment for the Services; and
- inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
11.2 Data protection
We will process your personal information in accordance with our Privacy Policy (https://emailexpert.org/privacy-policy/), which is incorporated into this Contract.
- Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
12.1 Insurance cover
We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £3,000,000 per claim. If we are unable to obtain insurance in respect of certain types of loss at a commercially viable price, you are responsible for making your own arrangements for the insurance of any excess loss. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making sure that any such insurance is appropriate and adequate.
12.2 Liability
Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; and
- Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.3 Liability
Subject to clause 12.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill; and
- any indirect or consequential loss.
12.4 Liability limit
Subject to clause 12.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.
12.5 Exclusion of implied terms
We have given commitments as to compliance of the Services with the relevant specification in clause 5.2. Notwithstanding these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are excluded from this Contract.
12.6 Notice period
Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of and expire 2 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
12.7 Our website terms and conditions
Nothing in these Terms limits or affects the exclusions and limitations set out in our website terms of use https://emailexpert.org/emailexpert-org-terms-and-conditions/
12.8 This clause 12 will survive termination of the Contract.
- Confidentiality
13.1 We each undertake that we will not disclose confidential information concerning the other party’s business, affairs, customers, clients or suppliers to any person at any time, or during the term of this contract or for a period of five years after termination of this contract.
13.2 We each may disclose the other’s confidential information:
- to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and
- as required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Use of confidential information
We may use the other’s confidential information only for the purpose of fulfilling our respective obligations under the Contract.
- Events outside our control
14.1 Force majeure
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
- we will contact you as soon as reasonably possible to notify you; and
- our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for a duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
14.3 Cancellation due to force majeure
You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. If you opt to cancel, please contact us. If you choose to cancel, we will refund the price you have paid, less charges reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the Event Outside Our Control.
- Non-solicitation
15.1 You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
- Communications between us
16.1 Email included in “in writing.”
When we refer to “in writing” in these Terms, this includes email.
16.2 Notices
Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and delivered personally, sent by pre-paid first-class post or email.
16.3 A notice or other communication is deemed to have been received:
- if delivered personally, on signature of a delivery receipt;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the third working day after posting; or
- if sent by email, at 9.00 am the next working day after transmission.
16.4 In proving the service of any notice, it will be sufficient to prove that such letter was properly addressed, stamped and placed in the post and that an email was sent to the specified email address of the addressee.
16.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
- General
17.1 Assignment and transfer
- We may assign or transfer our rights and obligations under this contract to another entity.
- You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
17.2 Variation of contract
Any variation of this contract must be in writing and signed by you and us (or our respective authorized representatives).
17.3 Waiver
If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our right against you to comply with those obligations. If we waive any rights, then this waiver will only be in writing and it will not mean that such waiver automatically applies with respect to any later default by you.
17.4 Severability
If any court or relevant authority decides that any of the severance provisions are unlawful or unenforceable, the remaining
provisions will remain in full force and effect.
17.5 Third party rights
This contract is between you and us. No other person has any rights to enforce any of its terms.
17.6 English law and jurisdiction
The Contract shall be governed by English law, and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
