Terms

Please read the following Terms carefully. The Services and the use of the Website is subject to Your agreement to these terms and conditions and Your continued use of the Website signifies agreement to them in their entirety and without modification.

  1. Definitions

In these Terms the following words and expressions shall, where the context so admits, be given the following meanings:-

1.1 "Address For Supply" means such website address as is stated by You in the Application Form or any replacement notified to the Provider by You;

    1. "Additional Data Fee" means any sum payable monthly in relation to Service Data relating to page views provided by the Provider, not covered by the Monthly Fee as is more particularly referred to in the Fees Page;

    2. "Additional Service Fee" means any sum payable monthly in advance in relation to Services provided by the Provider, not covered by either the Monthly Fee or the Additional Data Fee as is more particularly referred to in the Fees Page;

1.4 "Application Form" means the form completed and submitted by You on the Website in relation to the Services;

1.5 "Communication Facility" means any bulletin boards, chat rooms or other messaging or communication facilities that may from time to time be contained in the Website;

1.6 "Confirmation" means the notice issued by the Provider on the Website confirming that an Application Form has been accepted and the Contract formed;

1.7 "Confirmation E-mail" means the e-mail sent to You by the Provider confirming the terms of the Contract;

1.8 "Contact Page" means the page on the Website detailing the Provider’s contact details set out at [insert location];

1.9 "Contract" means the agreement between You and the Provider more particularly defined in Term 2.3;

1.10 "Contract Date" means the date the Confirmation is issued provided that in circumstances where such date is the 29th, 30th, or 31st day of any month the Contract Date shall be deemed to be the 28th day of that month;

1.11 "Fees" means any sums due and payable by You under the Contract as are more particularly referred to in the Fees Page including, without limitation, any Set-up Fee, Monthly Fee, Additional Data Fee and Additional Service Fee;

1.12 "Fees Page" means the page on the Website detailing the Fees set out at [insert location];

1.13 "Intellectual Property Rights" means any patents, copyright, database rights, design rights, registered designs, trademarks or service marks, trade names or know-how (whether registered or not and including any applications or rights to apply for registration) and all rights of forms of protection of a similar nature subsisting anywhere in the world;

1.14 "Invoice Date" means the date from which an invoice may be issued by the Provider being:-

1.14.1 in respect of the first invoice, the Contract Date; and thereafter

1.14.2 monthly on the same day of each month;

1.15 "Licence Agreement" means any end user licence agreement which may accompany the Software;

1.16 "Monthly Fee" means any sum payable monthly in advance in relation to the Service Package as is more particularly referred to in the Fees Page;

1.17 "Provider" means the partnership of The Red Toolbox.com, [insert address];

1.18 "Service Data" means any data compiled by the Provider as may be provided to You as part of the Services;

1.19 "Services" means any service provided by the Provider to You under the Contract as are more particularly referred to on the Website at [insert location] including, without limitation, those provided under the Service Package;

1.20 "Service Package" means a package of services provided by the Provider to You under the Contract as is more particularly referred to on the Website at [insert location];

1.21 "Set-up Fee" means any sum payable in advance in relation to the set-up of the Service Package as is more particularly referred to in the Fees Page;

1.22 "Software" means any software that may be made available to download from the Website or is provided to You as part of the Services;

1.23 "Terms" means these terms and conditions and "Term" shall be construed accordingly;

1.24 "Upgrade Confirmation" means the notice issued by the Provider on the Website confirming that the Upgrade Form has been accepted;

1.25 "Upgrade Form" means the form completed and submitted by You on the Website in relation to the upgrade or downgrade of a Service Package;

1.26 "Website" means www.theredtoolbox.com and the content and format of all pages from time to time situated at that Web address;

1.27 "Working Day" means any day (except Saturday and Sunday) upon which Banks shall be open for business in England;

1.28 "You" (and related expressions such as "Your") means the user of the Website who may submit an Application Form in respect of the Services.

2. Formation of the Contract

    1. The Application Form constitutes an offer by You which shall not be binding upon the Provider until accepted by the issue of the Confirmation.

    2. No Application Form shall in any event be binding upon the Provider unless it is completed and submitted to the Provider in the manner stipulated on the Website.

    3. The Terms, Application Form and the Confirmation represent the complete agreement between us and shall override any differing terms and/or conditions which may appear or be referred to by You in any correspondence, other documentation or otherwise.

    4. No change shall be made to any Contract without the written consent of the Provider. The right of the Provider to correct clerical errors in the Terms, Application Form and/or Confirmation is reserved.

    5. The Provider shall provide a Confirmation E-mail to You within 5 Working Days of the Contract Date.

3. Provision of the Services

The Provider shall from the issue of the Confirmation provide the Services to the Address for Supply.

4. Fees

4.1 The Fees are exclusive of Value Added Tax and all applicable taxes, duties, tariffs and such charges of any nature imposed in any country or territory in respect of the Services.

4.2 You shall not be entitled to make any deduction from the Fees in respect of any alleged right of set-off or counter claim.

4.3 The Provider may vary the Fees by notice to You. Such variation shall be effective 60 days from the date of such notice.

5. Payment

5.1 The Provider may issue an invoice to You at any time from the Invoice Date detailing the Fees payable by You;

5.2 The Provider shall be entitled to deduct the Fees so invoiced in pounds sterling from Your debit or credit card at any time from the date falling 7 days after the date of the invoice.

5.3 You hereby grant the Provider irrevocable authority to deduct the Fees from Your debit or credit card (the details of which are provided in the Application Form or any notified replacement) and You shall ensure that you supply the Provider with all necessary details of a valid debit or credit card at all times.

5.4 You may not withhold payment of the Fees, or any part thereof, on the grounds that there are minor defects or omission in the supply of the Services.

  1. Upgrade/Downgrade Procedure

6.1 You may request an upgrade or downgrade to the Service Package at any time by submitting an Upgrade Form.

6.2 The Upgrade Form constitutes an offer by You to vary the Contract and shall not be binding upon the Provider until accepted by the issue of an Upgrade Confirmation.

6.3 In circumstances where an Upgrade Form is accepted the variation to Your Service Package will result in the Fees being apportioned on a pro-rata basis as follows:-

6.3.1 the Monthly Fee will be apportioned for the month in question by reference to the number of days pre and post issue of the Upgrade Confirmation;

6.3.2 the Additional Data Fee will be apportioned for the month in question by reference to the number of page views Service Data provided to You pre and post issue of the Upgrade Confirmation

and such apportionment will be provided for in the invoice following the issue of the Upgrade Confirmation.

7. Cancellation Right

7.1 You may cancel the Services by written notice to the Provider within 7 Working Days of Your receipt of the Confirmation E-mail.

7.2 In circumstances where You cancel the Services in accordance with Term 7.1 the Provider shall refund all Fees paid by You under the Contract, within 30 days of the date of Your notice of cancellation.

8. Termination and Consequences

8.1 Either party shall be entitled to terminate the Contract at any time by 30 days written notice to the other, such notice to end on an Invoice Date.

8.2 Either party shall be entitled to terminate the Contract forthwith by written notice to the other, in the event that:-

8.2.1 the other commits a material breach of the Contract which, in the case of a breach capable of remedy has not been remedied within 14 days of a written request to do so; or

8.2.2 the other makes a composition or arrangement with its creditors or has a receiver appointed over all or any of its assets or (being a company) becomes subject to an administration order or goes into liquidation whether compulsory or voluntary (otherwise for the purpose of amalgamation or reconstruction) or anything analogous to the foregoing occurs where the other is an individual.

8.3 The Provider may terminate the Contract forthwith by notice in circumstances where You do not pay the Fees within 21 days of the date of an invoice.

8.4 Termination of this Contract shall be without prejudice to any other rights or remedies a party may be entitled to under this Contract or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision of this Contract which is expressly or by implication intended to come into or continue in force on or after such termination (including Your liability in respect of any Fees outstanding).

8.5 For the avoidance of doubt You shall not be entitled to Service Data in any form following termination of this Agreement, such Service Data remaining the property of the Provider.

9. Website

    1. The Provider may update or otherwise change the content of the Website at any time and without notice to You. It is Your responsibility to ensure You are aware of any changes the Provider may make from time to time.

9.2 The Website may contain hyperlinks to sites operated by companies or organisations other than the Provider.

10. Your Use of the Website and the Services

    1. You may not use the Website or the Services other than as expressly authorised within these Terms or within the Website itself.

10.2 You may download to a local hard disk and print extracts from the Website and/or the Service Data solely for Your personal or Your business’s internal use.

10.3 Subject to Term 10.2 You may not copy or reproduce part or all of the Website and/or the Service Data in any form including without limitation, its incorporation into or storage in any other website, electronic retrieval system, publication or other work (whether hardcopy, electronic or other).

10.4 You may not frame or link to the Website or any part of it without the Provider’s express written permission.

10.5 You may not use the Website or the Services for any illegal or any unlawful purpose or in any manner which may bring the Provider into disrepute.

10.6 You warrant that the Address For Supply does not and will not contain or encourage any of the following:-

10.6.1 defamatory, misleading or deceptive material;

10.6.2 abusive or offensive material.

10.6.3 obscenity;

      1. sex, nudity and/or pornography;

10.6.5 discrimination;

10.6.6 spamming;

10.6.7 illegality;

10.6.8 Intellectual Property Rights infringement.

10.7 You shall indemnify the Provider fully against all loss and/or damage suffered as a result of any breach of this Term.

11. Use of Communication Facility

11.1 You may use the Communication Facility only to send messages and material that are appropriate and related to the Website and/or Services. In particular, without limitation, You shall not do any of the following:-

      1. defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others;

      2. publish, post, distribute or disseminate any defamatory, infringing, obscene, indecent or unlawful material or information;

      3. upload files that contain software or other material protected by intellectual property laws (or by rights of confidentiality or privacy) unless You own or control the rights in question or have received all necessary consents in writing;

      4. upload files that contain viruses, corrupted files or any other similar software or programmes that may damage the operation of the Provider’s or another’s computer;

      5. upload files which contain a active hypertext link to another website;

      6. delete any author attributions, legal notices or proprietary designations or labels in any file that is uploaded;

      7. falsify the origin or source of software or other material contained in the file that is uploaded;

      8. advertise or offer to sell any goods or services, or conduct or forward surveys, contests, or chain letters;

      9. download any file posted by another user of a Communication Facility that You know, or reasonably should know, can not be legally distributed in such a manner.

11.2 The Provider shall be entitled at any time to delete, remove or suspend the whole or any part of any Communication Facility or any information posted upon them without incurring any liability.

12. Use or Downloading of the Software

    1. Your use of any of the Software is governed by the terms of the Licence Agreement, if any, which accompanies that Software.

12.2 You may install and/or use any of the Software accompanied by a Licence Agreement, only if You first agree to the terms of the Licence Agreement.

12.3 If any of the Software is not accompanied by a Licence Agreement, the Provider hereby grants to You a personal, non-transferrable licence to use that Software solely as required for viewing and otherwise using the Website in accordance with these Terms.

12.4 All Intellectual Property Rights and goodwill in the Software belong to the Provider, or to our suppliers and You agree not to use the Software in any manner that may infringe those rights.

13. Intellectual Property Rights

All Intellectual Property Rights and goodwill in or relating to the content of the Website and the Service Data belong to the Provider and You may not copy, republish or otherwise use the content of the Website and/or the Service Data save as provided in these Terms.

14. Acceptance of Statutory Liability

14.1 The Provider does not seek to exclude or restrict any legal liability it may have for death or personal injury resulting from the Provider’s negligence.

14.2 The Provider does not seek to exclude its obligation to provide the Services with reasonable care and skill.

15. Limitation of Liability

Your attention is particularly drawn to the provisions of this Term 15. The Term shall not be construed as affecting the statutory rights of a consumer.

15.1 The Provider shall not be liable for any loss and/or damage to Your physical property, howsoever caused.

15.2 The Provider shall in no circumstances be liable for Your economic or other consequential or indirect loss and/or damage, whether arising from the Provider’s negligence or otherwise.

15.3 The contents of the Website and/or Service Data does not constitute advice and should not be relied upon in making or refraining from making a decision.

15.4 The Provider does its best to ensure that the information contained in the Website and the Service Data is accurate and helpful at all times. The Provider can not, however, guarantee the accuracy of such information and can not be liable for any use of or reliance on it by You except as specifically agreed with the Provider in writing.

15.5 Any link used on the Website is provided solely for Your use and convenience. Such links do not represent an endorsement or recommendation by the Provider and do not mean that the Provider has any association with the linked website. The Provider is not, therefore, responsible for the content of any websites that have links with the Website or for the consequences of You entering into any contract(s) with their owners and does not accept any liability for any loss, damage, expense, costs or liability incurred by You as a result.

15.6 Advertising and/or sponsorship may be included on the Website. Such adverts and/or sponsorship does not represent an endorsement or recommendation by the Provider who is not responsible for any error or inaccuracy in such material.

15.7 The Provider uses commercially reasonable efforts to check for the most commonly known viruses. The Provider does not confirm that the Website, any e-mails or attachments are virus free and cannot accept any liability in this regard. The Provider, therefore, recommends You carry out Your own virus checks.

  1. Data Protection

16.1 The Provider is committed to ensuring that Your privacy is protected and understands the need for appropriate protection of all personal information provided by You to the Provider. The Provider will therefore ensure that it complies with UK legislation in this area. By entering and using the Website, You consent to the collection, use and retention of Your personal information for our legitimate business purposes.

16.2 The Provider will not disclose Your personal information to any third party without Your consent except where necessary in relation to any supply of Services or to protect against fraud or any other crime or in the unlikely event that the Provider sells or transfers its business then to the purchaser of that business.

17. Force Majeure

Neither party shall be liable to the other in relation to any delay in performing or any failure to perform any of its obligations under the Contract if the delay is due to an event beyond that party’s reasonable control including, but not limited to, any failure of transmission, communication, computer or other facilities or inability to access the Website for any reason or any failure, error or delay in sending or receiving any notice or communication through any electronic medium.

18. Complaints

The Provider takes all complaints made by You seriously. In circumstances where You have a complaint please contact the Provider stating clearly the nature of Your complaint. The Provider will endeavour to acknowledge Your complaint within 5 Working Days.

19. Notices

19.1 Any notice, request, instruction or other document to be given in association with the Contract shall be sent by e-mail transmission to the address set out in the Acceptance Form or on the Contact Page as the case may be or such other address as may be subsequently notified.

19.2 Any such notice or other document shall be deemed to have been served on the expiration of 12 hours after dispatched, save in circumstances where the Customer is cancelling the Services under Term 7 when it shall be deemed to have been served on the day despatched by the Customer.

20. General

20.1 Neither party may assign the benefit or burden of the Contract without the prior written consent of the other, save that the Provider may assign all or a substantial part of the benefit and burden of the Contract to any company to which the business and assets of the Provider have been transferred as a going concern.

20.2 No waiver by the Provider of any breach of the Contract by You shall be considered as a waiver of any subsequent breach of the same or any other Term.

20.3 The headings of the Terms are for convenience only and shall not form part of the Terms or affect their interpretation.

20.4 The Contract shall be governed by English Law and You agree to submit the exclusive jurisdiction of the English Courts for the determination of any dispute arising hereunder.

20.5 If any part of the Contract is held to be invalid for any reason by any Court or competent authority such part, shall to that extent, be deemed not to form part of the Contract but the validity and enforceability of the remainder of the Contract shall not be affected.

20.6 A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any Term of the Contract. This Term does not however affect any right or remedy of a third party which exists or is available apart from that Act.

  1. Acceptance

To complete and submit an Application Form requesting Services please click below. Please note that the Services and use of the Website is subject to the Terms.