These Terms and Conditions (“Terms”) form the contract between Pleinairmoab; Limited (“the Company”) and yourself (“the Customer”) for the supply by the Company to the Customer of the Services (as hereinafter defined).
1.1 In these Terms, the following words and phrases shall have the following meanings:
“Company” means Pleinairmoab © Limited, a Company incorporated under the Companies Act (Registered No SC222407) and having its Registered Office at CBC House 24 Canning Street, Edinburgh;
“Working Days” means any day except Saturday or Sunday when Scottish clearing banks are open for business;
“Consumer Customer” means Customers of the Company who are individuals and are not companies, partnerships, sole traders or any other form of commercial undertaking;
“Customer” means the person for whom the Company has agreed to provide the Services in accordance with these Terms;
“Credit Arrangement” means in relation to the payment of the Fee in Clause 4, the consent of the Company to allow Customers to pay by credit card or by any other credit arrangement agreed in advance by the Company.
“Fee” means the fee payable by the Customer to the Company in the Relevant Currency in accordance with Clause 4 of this Agreement;
“Relevant Currency” means the European currency appropriate to the Customer’s residence which the Company shall convert into the Trading Currency;
“Services” means the translation services, multilingual web-design, foreign language internet marketing and any other services that the Company may provide to the Customer;
“Trading Currency” means local currency, converted by the Company by such means as the Company shall determine.
1.2 The singular includes the plural and vice versa.
1.3 The clause headings are included for convenience only and shall not affect the interpretation of this Agreement.
2.1 The Company agrees to provide the Services to the Customer in accordance with these Terms.
2.2 The Company reserves the right to modify, suspend or discontinue any or all of the Services at its sole discretion, without prior notice. Consumer Customers shall be given the right to object to any such modification, suspension or discontinuation of any or all of the Services under this clause 2.2 and shall additionally be entitled to receive a refund from the Company of any overpayment of money paid to the Company in respect of the Services, calculated by the Company on a pro-rata basis.
2.3 The Company reserves the right to reasonably alter the Terms at any time by giving the Customer notice in writing. Consumer Customers shall be entitled to object to any such alteration within a period of seven (7) Working Days of being notified by the Company, after which time they shall be deemed to have accepted such alteration.
- Consumer Customers shall have a period of seven (7) Clear Days, commencing from the date of placing their order for the Services, in which to cancel their order.
- Notwithstanding clause 2.3, it is expressly agreed that, at the time of placing the order, the Company shall ask the Consumer Customer if he or she would like the Services to be commenced during the seven day cancellation period and where the Consumer Customer requests that the Services be commenced during that period, the Consumer Customer accepts that he or she shall waive any rights that he or she has to cancel the Services.
3. Use of Services
3.1 The Customer is at all times responsible for the use of the Services.
3.2 Where the Customer accesses the Services by means of the internet, the Customers responsible for providing access to the Services, including but not limited to a computer, modem and/or additional communications equipment and a telephone line capable of and necessary for connecting to and accessing the Services. The internal network configuration remains the responsibility of the Customer. Any interruptions to the Services that occur as a result of an internal configuration issue are not deemed as an interruption or suspension of the Services.
3.3 The Company expressly has no responsibility for the subsequent use of any collateral arising from Services delivered to the Customer, nor does the Company have any responsibility for the implications of use of any delivered Services.
3.4 The Customer will indemnify the Company against all liabilities, losses, or costs that the Company may incur, in consequence of any claim that may be made against the Company in consequence of the use of, or content of, any Services delivered by the Company.
3.5 The Customer agrees that, as with any business endeavour, there is an inherent risk of loss of capital. The Customer agrees that the Company does not in any way guarantee any results specific or otherwise deriving from the Company’s Services, and the Customer accepts that said Services may result in the loss of capital.
4.1 The price payable by the Customer for the Services shall be set out in the order or invoice directly relating to the Services provided by the Company, or otherwise agreed with the Company by email or other correspondence.
4.2 All payments are made in the Relevant Currency strictly within 30 days of an invoice for the Fee being issued.
4.3 The Company shall add onto the Fee charged to all United Kingdom Customers Value Added Tax, for which the Customer shall be additionally liable at the applicable rate from time to time.
4.4 The Company reserves the right to charge Customers by Credit Arrangement at its sole discretion.
4.5 The Company reserves the right to demand payment in advance at its sole discretion.
4.6 The Company reserves the right to charge Customers any bank transfer fees and expenses and any other currency conversion costs in addition to the Fee.
4.7 The Company reserves the right to charge interest on any amounts due by the Customer to the Company that are not paid on the due date, at the rate of 4% above the base rate from time to time of The Royal Bank of Scotland plc. from the due date until the outstanding amount is paid in full. Interest shall accrue on a daily basis.
5. Guarantees and Liability
5.1 The Company guarantees to the Customer that the Services will be provided using reasonable care and skill. The Company expressly does not give the Customer other guarantees whatsoever and excludes any implied warranties to the maximum extent permitted by law. Notwithstanding this clause 5.1, Consumer Customers’ statutory rights shall not be affected or limited to any extent.
5.2 Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these Terms, the Company shall not be liable to the Customer for any representation (unless fraudulent), or any implied guarantee, condition or other term, for any duty at common law, for any loss of profit or any indirect, special or consequential loss, damage, cost, expenses or other claims (whether caused by the negligence of the Company, its agents or employees or otherwise) which arise out of or in connection with the provision of Services or their use by the Customer.
Notwithstanding this clause 5.2, where a Consumer Customer can prove to the Company that he or she has suffered consequential loss, he or she shall be able to make a claim to recover this from the Company. In such circumstances, where there is dispute between the parties as to whether the said Consumer Customer has suffered such consequential loss, the matter may be referred to an independent arbitrator chosen by the parties who shall act as an expert and whose decision shall be binding on the parties and whose costs shall be shared equally between the parties. Where the parties are unable to decide on the appointment of the said independent arbitrator within a period of five (5) Working Days, the said independent arbitrator shall be chosen by the Chairman of the United Kingdom Institute of Translation and Interpreting. Consumer Customers may reasonably refuse to have the matter referred to arbitration in accordance with this clause 5.2.
5.3 The Customer expressly agrees that the use of the Services is at the Customer’s sole risk. The Company, its agents, contractors, licensers and employees do not guarantee that the Services will be uninterrupted or free from error.
5.4 The Company will use its best endeavours to deliver the Services within any agreed time, but shall not be liable to the Customer or be deemed to be in breach of the Terms by reason of any delay in performing, or any failure to perform, any of the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control. For the purposes of this clause 5.5, the following occurrences shall constitute circumstances which are beyond the Company’s reasonable control:
(a) electricity or telecommunication failure of whatever means; or
(b) acts of god, riot, war, invasion, acts of terrorism, hostilities (whether declared or not), civil war, rebellion, legislation changes, flood, fire or drought.
5.5 The Company shall keep confidential all information and documents delivered to it by the Customer and shall not disclose any such information or the contents of such documents to any third party unless compelled to do so by law.
5.6 The entire liability of the Company under or in connection with the provision of the Services shall not exceed the amount of the Company’s charges for the provision of the Services, except as expressly provided in these Terms, except where liability cannot by law be limited. Notwithstanding this clause 5.7, Consumer Customers may claim consequential losses in accordance with clause 5.2.
5.7 The Company contracts under these Terms solely with the Customer and expressly has no contractual relationship or liability of whatever nature under these Terms to any third party.
5.8 These Terms shall exclusively govern the contract between the Company and the Customer to the express exclusion of all other terms and conditions whatsoever. In the case of Consumer Customers, any statements made by the Company or its employees or agents may form the basis of any contract made between the Company and the Consumer Customer.
6.1 Without prejudice to clause 2.2, the Company may terminate this Agreement at anytime without prior notice and without affecting any accrued rights or claims of the Company where the Services are misused by the Customer, for non-payment of the Fee or for breach of the Terms or in the case of the insolvency of the Customer.
6.2 Without prejudice to clause 2.2, the Company reserves the right to suspend provision of the Services for the duration of any non-payment period. Suspension of the Services does not necessarily constitute termination of the Services, at the Company’s discretion.
6.3 For the avoidance of doubt, where the Services are terminated by the Company in terms of this clause 6, the Customer shall remain liable for the full purchase price for the Services completed, all work in progress and any interest in terms of clause 4.4.
7.1 The Company shall be entitled to assign its rights and obligations under the Agreement in whole or in part. The Customer shall not be entitled to assign, re-sell, license or otherwise transfer its rights and obligations under the Agreement in whole or in part without the prior written consent of the Company. Notwithstanding this clause7.1, Consumer Customers shall be entitled to assign their rights and obligations under the Agreement in whole or in part, provided that they notify the Company and confirm in writing that their obligations under the Agreement shall be met in full by the person or persons to whom they have assigned their rights and obligations (the “Assignee”).
7.2 No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of same or any other provision.
7.3 The Company gives notification to the Customer that it processes personal data and is fully compliant with the terms of the Data Protection Act 1998.
7.4 These Terms constitute the entire Agreement and understanding of the parties and supersedes any previous Agreement between the parties relating to the subject matter of this Agreement. All other Terms and Conditions either issued by the Customer or express or implied by statute or otherwise, are expressly excluded to the full extent permitted by law. In the case of Consumer Customers, any statements made by the Company or its employees or agents may form the basis of any contract made between the Company and the Consumer Customer. Consumer Customers’ statutory rights are unaffected by the terms of this Agreement.
7.5 Any notice required or permitted to be given by either party to the other under these Terms shall be in writing, addressed to the other party at its registered office or principal place of business, and shall be delivered personally or sent by prepaid first class letter or by facsimile. Any notice:
- Delivered personally shall be deemed delivered on the day of delivery;
- Sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered two days after dispatch and in proving the fact of dispatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted;
- Sent by electronic mail shall be deemed to have been delivered on the same day following its sending (in the absence of evidence of delivery failure);
- Any notice sent by facsimile shall be deemed to have been delivered on the day following its sending and in proving the fact of sending it shall be sufficient to show a transmission report showing that the facsimile had been sent to the facsimile number of the other party at its registered office or principal place of business.
7.6 The Company shall not be held in breach of any of its obligations under the Terms to the extent only that due performance or observance of such obligation is prevented, hindered or delayed by reason of act of god, war and other hostilities, civil commotion, acts or restraints of Government, or any other cause not within the reasonable control of the Company.
7.7 If any provision of these Terms is held to be invalid and unenforceable but would be valid and enforceable if modified, then such provision shall apply subject to such modification as may be necessary to make it valid and enforceable.
7.8 This Agreement shall be governed by and interpreted in accordance with the laws of Scotland and the parties hereby submit to the non-exclusive jurisdiction of the Scottish Courts.
8. Quality issues/complaints
Clients are requested to make their Pleinairmoab Project Manager aware of any problems regarding the quality of Services received no later than six weeks after the commissioned project was delivered. Please note, that after this period has expired, whilst best endeavours will be made, we cannot guarantee that the project will be reviewed.