Terms & Conditions
1. Interpretation
1.1 In these Conditions:
Advertiser: means any party, which advertises their product or service on the Website (other than the Supplier);
Customer: means the person or party who places an Order with the Supplier for Goods on the Website.
Goods: the products that we are selling to you as set out in the Order.
Input Material: means any data or other information provided by the Customer;
Order: your order for the Goods via the Website
Order Confirmation: shall have the meaning set out in clause 2.5.
Personal Information Database: means any personal information or data held on the Supplier's database in relation to the Customer;
Privacy Policy: means the privacy policy as published on this Website.
Supplier: means Open Date Limited;
Terms: the terms and conditions set out in this document.
User: means any Customer, Advertiser or other individual who uses the Website whether in a personal or corporate capacity or otherwise.
Website: means www.opendate.co.uk
Writing: or written includes faxes and e-mail.
1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.
1.3 References to the masculine import the feminine and neuter and references to the singular import the plural and vice versa.
1.4 Words importing persons include bodies corporate and unincorporated.
2. Basis of Sale
2.1 These Terms and the Order are considered by us to set out the whole agreement between you and us for the sale of the Goods. Please check that the details in the Terms or on the Order are complete and accurate before you commit yourself to the contract. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by our authorised employees and agents. Please ensure that you read and understand these Terms before you submit the Order, because you will be bound by the Terms once a contract comes into existence between us, in accordance with clause 2.5.
2.2 Any samples, drawings, descriptions or advertising we issue, and any descriptions or illustrations contained in our website are issued or published solely to provide you with an approximate idea of the Goods they describe. They do not form part of the contract between you and us or any other contract between you and us for the sale of the Goods.
2.3 If any of these Terms are inconsistent with any term of the Order, the Order shall prevail.
2.4 The Order is an offer by you to enter into a binding contract, which we are free to accept or decline at our absolute discretion.
2.5 These Terms shall become binding on you and us when we issue you with an email acceptance of an Order (Order Confirmation) at which point a contract, subject to these Terms, shall come into existence between us.
2.6 We have the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities. You will be subject to the policies and terms in force at the time that you order the Goods from us, unless any change to those policies or these Terms is required by law or government or regulatory authority (in which case, it will apply to orders you have previously placed that we have not yet fulfilled).
3. The Goods
3.1 We warrant that on delivery the Goods shall:
3.1.1 subject to clause 2.2 above, conform in all material respects with their description;
3.1.2 be of satisfactory quality;
3.1.3 be fit for any purpose we say the Goods are fit for or for any reasonable purpose for which you use the Goods;
3.1.4 be free from material defects in design, material and workmanship; and
3.1.5 comply with all applicable statutory and regulatory requirements for selling the Goods in the United Kingdom.
3.2 This warranty is in addition to your legal rights in relation to Goods which are faulty or which otherwise do not conform with these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or trading standards office.
3.3 This warranty does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, if you use the Goods in a way that we do not recommend, your failure to follow our instructions, or any alteration or repair you carry out without our prior written approval.
3.4 We will take reasonable steps to pack the Goods properly and to ensure that you receive your order in good condition.
3.5 These Terms apply to any replacement Goods we supply to you in the unlikely event that the original Goods are faulty or do not otherwise conform with these Terms.
4. Delivery
4.1 We will notify you by email once your order has been dispatched. Delivery of the Order shall be completed when we deliver the Goods to you.
4.2 We will take reasonable steps to dispatch your order within 1-2 working days following the Order Confirmation (or as otherwise agreed between us). However, occasionally delivery may be affected by factors beyond our control and so cannot be guaranteed. We will let you know if we become aware of an unexpected delay and will arrange a new delivery date with you.
4.3 If any Goods are not in stock then we reserve the right to substitute the Goods with other items that are substantially the same as the Goods ordered. If we are not able to substitute the Goods then we will refund your monies accordingly.
4.4 If we are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, we will deliver the order in instalments. We will not charge you extra delivery costs for this. If you ask us to deliver the Order in instalments, we may charge you extra delivery costs. Each instalment shall constitute a separate contract. If we are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment.
5. Defective goods and returns
5.1 In the unlikely event that the Goods do not conform with these Terms, please let us know as soon as possible after delivery. We will ask you to return the Goods to us at our cost and once we have checked that the Goods are faulty, we will:
5.1.1 provide you with a full or partial refund; or
5.1.2 replace the Goods
5.2 These Terms will apply to any replacement Goods we supply to you.
5.3 If you are unhappy with the Goods for any other reason, you may return them to us at your own cost within 7 calendar days of receipt for a refund provided the Goods are in resalable condition.
6. Title and risk
6.1 Goods that are sold to you will be your responsibility from the time of delivery.
6.2 Ownership of the Goods that are sold to you will only pass to you when we receive payment in full of all sums due for the Goods, including delivery.
7. Rights in Input Material
7.1 The property and any copyright or other intellectual property rights in any Input Material shall belong to the Customer subject only to the right of the Supplier to use the Input Material for the purposes of providing the Goods.
7.2 The Customer warrants that any Input Material and its use by the Supplier for the purpose of providing the Goods will not infringe the copyright or other rights of any third party, and the Customer shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement.
8. Price and payment
8.1 The price of the Goods will be as set out on the Website. Prices are liable to change at any time, but price changes will not affect Orders that we have confirmed in the Order Confirmation.
8.2 These prices include VAT at the current rate.
8.3 It is always possible that, despite our best efforts, some of the Goods we sell may be incorrectly priced. If the Goods' correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Goods, or reject the Order and tell you. If the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing, we do not have to provide the Goods to you at the incorrect (lower) price.
9. Use of Website
9.1 The User undertakes:
9.1.1 that it will only use the Website for its own private purpose;
9.1.2 not to republish material from this Website (including republication on another website); sell, rent or sub-license material from the Website; reproduce, duplicate, copy or otherwise exploit material on our Website for a commercial purpose
9.1.3 that it shall not use, alter or interfere with the Web Site other than as expressly permitted in these Terms and without limitation it shall not authorise any third party to perform any actions or authorise any third party to perform any actions which could interrupt, reproduce, store, retransmit, publish, damage, render less efficient, corrupt or in anyway alter the Website;
9.1.4 that it shall not use the Web Site to transmit any material for the purposes of publicity, promotion and/or advertising without the prior written consent of the Supplier;
9.1.5 that in the event it has any complaint, right, claim, or action against any other User or other third party arising out of the use of the Web Site it shall notify the Supplier of such complaint, right, claim and/or action but shall pursue such complaint, right, claim or action independently of and without recourse to the Supplier unless the Supplier requests the user to do otherwise do so;
9.1.6 to indemnify and keep indemnified the Supplier against all claims, liabilities, damages, costs and expenses including legal fees arising out of any breach or misuse of the Web Site and/or of the User's obligations under these Terms.
9.1.7 that it will comply with the Privacy Policy as published on this Website
10. Website Liability
10.1 The Supplier provides the Web Site on an "as is" basis and makes no warranty or representation about the availability, completeness, accuracy, satisfactory quality, merchantability and/or fitness of the same for a particular purpose. Without limitation, Input Material has not been checked by the Supplier and any information submitted or any reliance placed on the Input Material is entirely at the risk of the User.
10.2 Further, the Supplier makes no warranty or representation about; (a) the reliability or technical efficiency of the Web Site; (b) the security measures (if any) contained in the Web Site and in particular the protection afforded to any Advertisement or other information and data; (c) the suitability of the Web Site or any of the web sites which may be accessible from the Web Site.
10.3 The Supplier excludes all liability (so far as is permitted by law) including without limitation in respect of; (a) any material, data or web sites which can be accessed from the Web Site and any reliance which is placed on the same; (b) any opinions and expressions made by third parties which can be accessed via the Web Site or which are contained in the Website; (c) any damage to the User, third parties, the Users' computer hardware, software or other material or equipment resulting from the User accessing or using the Web Site.
10.4 Without limitation, in the event the Supplier is found liable herein, the parties agree that its total liability shall not exceed one hundred pounds or the total value of any monies paid by the claimant to Supplier in respect of the Web Site (whichever is the greater).
11. Warranties and Liability
11.1 Except in respect of death or personal injury caused by the Supplier's negligence, or as expressly provided in these Terms, the Supplier shall not be liable to the User by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Goods to the Customer or the use of the Website use by the User, and the entire liability of the Supplier shall not exceed the amount any sums paid by the User to the Supplier or any sums paid by the Customer to the Supplier for the provision of the Goods, except as expressly provided in these Terms.
11.2 The Supplier shall have no liability to any User for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, in the wrong form, or any other fault of the Customer.
11.3 The Supplier shall not be liable to the Customer for:
11.3.1 loss of any Input Material any other material stored or saved on the Website;
11.3.2 any delay, costs, expenses, loss, damage (including without limitation as a result of any hardware failure, provision or use of software, virus, deletion, corruption, loss or removal of data) howsoever caused arising from any matter beyond the reasonable control of the Supplier or as a result of the acts or omissions of the Customer.
11.4 The Supplier shall not be liable to the Customer by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Supplier's reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Supplier's reasonable control:
11.4.1 Act of God, explosion, flood, tempest, fire or accident;
11.4.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
11.4.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
11.4.4 Strikes, lock-outs or other industrial actions or trade disputes (whether involving the Supplier or a third party);
11.4.5 Difficulties in obtaining labour, parts or machinery;
11.4.6 Power failure or breakdown in machinery.
11.5 This clause does not include or limit in any way our liability for:
- a) death or personal injury caused by our negligence; or
- b) fraud or fraudulent misrepresentation; or
- c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
- d) losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
- e) any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
12. Customer Information & Input Material
12.1 If the Customer has saved or stored any Input Material on the Website the following shall apply:
12.1.1 The Customer warrants that the Input Material is true and accurate in all respects
12.1.2 The Customer warrants that the personal information provided to the Supplier to be held on the Personal Information Database is true and accurate in all respects
12.1.3 Should any of the Input Material stored or saved on the Website be found to be false, misleading, inaccurate, illegal, obscene or offensive the Supplier reserves the right to remove the Input Material from the Website
12.2 The Customer's personal information will held on the Personal Information Database in line with the provisions of the Privacy Policy.
13. Assignment
13.1 You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.
14. Notices
14.1 All notices sent by you to us must be emailed to info@opendate.co.uk. We may give notice to you at either the e-mail or postal address you provide to us in the Order. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
15. General
15.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
15.2 If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
15.3 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
15.4 These Terms shall be governed by English law and we both agree to the non-exclusive jurisdiction of the English courts.