1. Introduction

1.1 These terms and conditions of service (the “Terms of Service“) govern the provision of Services by the Company to the Buyer and set out the Buyer’s rights and obligations in respect of the Services.

1.2 Please read these Terms of Service carefully before you place an Order. By instructing us to provide Services, you are deemed to have accepted these Terms of Service in full.

2. Definitions and Interpretation

2.1 In these Terms of Service, the following terms shall have the following meanings:

“Buyer” (also referred to as “you” or “your”) means the person (who may be an individual, a company, a public authority or any other entity) to whom the Company has agreed to provide services.

“Charges” means the charges payable by you for the supply of the Services in accordance with clause 4.

“Commencement Date” has the meaning ascribed to it in clause 3.2.

“Company” (also referred to as “we”, “us” or “our”) means ShoutOutUK LTD, a company registered in England and Wales under company number 09717655 and with registered office at Business Innovation Centre Stanmore Place, Howard Road, Stanmore, London, United Kingdom, HA7 1BT.

“Contract” means your agreement with us for the provision of Services which shall incorporate the following documents (as applicable, and in the following order of priority): (i) the Estimate; (ii) the Order; (iii) any further terms agreed between you and us; and (iv) these Terms of Service.

“Deliverables” means any materials (including, if applicable, Digital Products) produced by us in the course of our performance of the Services.

“Digital Products” means any software enabled materials or service developed by us in the course of our performance of the Services.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order” means an order placed by you for services on the basis of a Estimate in accordance with clause 3.1.

“Estimate” means our estimate of the price and proposed scope of the services to be provided to you.

“Services” means the services as set out in the Estimate, as confirmed in the Order, which may include, without limitation, the provision of educational services, workshops, campaigning services and continuing professional development.

2.2 The following rules of interpretation shall apply to these terms of Service:

2.2.1 unless expressly provided otherwise in these Terms of Service, a reference to legislation or a legislative provision:

(a) is a reference to it as amended, extended or re-enacted from time to time; and

(b) shall include all subordinate legislation made from time to time under that legislation or legislative provision;

2.2.2 any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;

2.2.3 headings shall not affect the interpretation of these Terms of Service; and

2.2.4 a reference to “writing” or “written” includes fax and email.

3. Our Contract with you

3.1 Any Estimate given by us shall not constitute an offer, and is only valid for a period of [thirty][30] [calendar days] from its date of issue. If you decide to place an Order for the relevant Services, you must communicate this to us in writing within this [thirty][30] [calendar days] validity period. Each Order constitutes an offer by you to purchase Services on the basis of the Estimate and these Terms of Service.

3.2 Our acceptance of your Order will take place when we communicate our written acceptance to you (or, if earlier, when we start to provide the Services) at which point a Contract will come into existence between you and us (the “Commencement Date”).

3.3 These Terms of Service shall apply to the provision of Services to the exclusion of any and all other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. Any variation to these Terms of Service (except as revised by us from time to time pursuant to clause 12) and any representations about the Services shall have no effect unless expressly agreed in writing and signed by both parties. The Contract constitutes the entire agreement between us, and you acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Contract.

3.4 It shall be the Buyer’s responsibility to ensure that the terms of the Contract are promptly brought to the attention of the appropriate staff of the Buyer.

4. Charges and Payment

4.1 The Charges in respect of the Services shall be as set out in the Estimate. Unless otherwise agreed, if the charges relating to the project are £10,000 or over, we will submit an invoice for: (i) fifty percent (50%) of the Charges for the Services as set out in the Estimate on the Commencement Date; (ii) a further twenty five percent (25%) of the Charges on delivery of the first Deliverables under the Contract; and (iii) the final instalment of twenty five percent (25%) of the Charges on completion of the Services (or, if earlier, six months after the Commencement Date). If the charges relating to the project are under £10,000, we will submit an invoice for the full amount of the Charges for the Services as set out in the Estimate on the Commencement Date. If you and us agree a change in the scope of the Services to be provided (and an associated change in the Charges), we will agree with you the timing for payment of any additional Charges.

4.2 You must pay each invoice submitted by us: (a) within thirty (30) calendar days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by us, and time for payment shall be of the essence of the Contract.

4.3 All amounts payable by you under the Contract are exclusive of VAT. Where any taxable supply for VAT purposes is made under the Contract, you shall, on receipt of a valid VAT invoice from us, pay us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

4.4 If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of five percent (5%) per calendar year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount. Our right to charge interest on unpaid amounts is without prejudice to our other rights or remedies in respect of your default in failing to make a payment on the due date.

4.5 If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay (on the basis set out in clause 4.4) any interest on sums disputed in good faith until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the date on which the dispute is resolved.

4.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5. Provision of Services

5.1 We shall provide the Services to you in all material respects in accordance with the Contract and any specification notified to us for the purpose of preparing the Estimate. We shall use our reasonable endeavours to meet any performance dates specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. In addition, we warrant that the Services shall be provided using reasonable care and skill.

5.2 You shall: (a) ensure that the terms of the Order and any applicable specification are complete and accurate; (b) co-operate with us in all matters relating to the Services; (c) provide us with access to your premises and other facilities as may be reasonably required in connection with the Services; and (d) provide us with such information and materials as reasonably required to supply the Services, and ensure that such information is complete and accurate in all material respects.

6. Changes to Services

6.1 We reserve the right to amend the Contract if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event.

6.2 If you wish to make a change to the Services you have ordered please contact us on the details set out in the Order. We will let you know if the change is possible. If so, we will let you know about any changes to the Charges, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

7. Intellectual Property Rights

7.1 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) shall be owned by us.

7.2 To the extent necessary for you to receive and use the Services and the Deliverables, we grant you worldwide, non-exclusive, royalty-free licence to use and copy the Deliverables and/or Digital Products (as applicable) solely to the extent necessary for you to obtain the benefit of the Services and subject to clause 10.4. You may not modify the Deliverables and/or Digital Products without our prior written consent. In addition, you shall not sub-license, assign or otherwise transfer the rights granted in this clause 7.2.

7.3 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you for the purpose of providing the Services to you.

8. Data Protection

We do not consider that any personal data shall be processed in connection with the Services, however, to the extent that this is necessary, we shall undertake any processing in accordance with our Privacy Policy (https://www.shoutoutuk.org/privacy-policy/).

9. Liability

Our liability arising under, or in connection with, this Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise howsoever arising shall not exceed the total aggregate Charges payable by you to us in respect of the Services. We shall not be liable to you for any: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; or (g) indirect or consequential loss. Nothing in these Terms of Service limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; or (b) fraud or fraudulent misrepresentation.

10. Remedies

10.1 If you consider, acting reasonably, that the performance of any aspect of the Services has not achieved the standard set out in the Contract, you may request that we re-perform the relevant part of the Services a maximum of two (2) more times. If, after the third (3rd) iteration, you are still not satisfied, you may (as your sole and exclusive remedy) request a refund of all Charges paid to us in respect of the provision of the Services which do not conform to the Contract.

10.2 You agree that the above rights must be exercised during the provision of the Services or within twenty eight (28) calendar days following completion of the Services.

10.3 We may without any liability suspend the supply of the Services until the relevant event has been remedied to our reasonable satisfaction (and we have confirmed this in writing) or terminate all or any part of the Contract that remains unperformed if:

10.3.1 you do not pay us for the Services when you are supposed to (see clause 4) and you still do not make payment within fourteen (14) calendar days of us reminding you that payment is due;

10.3.2 you cease to carry on all or a material part of your business or operations, become insolvent, convene a meeting with your creditors or prose or enter into an arrangement with your creditors, or make an assignment for the benefit of your creditors; or

10.3.3 an administrator, administrative receiver, receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of you or any of your assets,
and all amounts owing to us shall immediately become payable on termination in any such circumstances.

10.4 If we terminate the Contract or suspend the provision of the Services pursuant to clause 10.3, the licence granted under clause 7.2 will terminate (or, in the case of suspension of the Services, be suspended until such suspension is lifted).

11. General

11.1 The Company shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2 The Company may at any time assign, subcontract, delegate or deal in any other manner with any or all of its rights and obligations under the Contract.

11.3 Any failure by us to exercise any right under these Terms of Service does not operate as a waiver of such right and the single or partial exercise of any right by us does not prevent any other or further exercise of that or any other right by us.

11.4 If any section of these Terms of Service is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the section shall not be prejudiced and the parties shall meet to discuss in good faith and seek to agree an alternative provision which is enforceable and which (as closely as possible) reflects the original intention.

11.5 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any person not a party to the Contract to enforce any term of the Contract.

12. Variation of Terms of Service
We may revise or amend these Terms of Service at any time without notice. By continuing to use our Services, you agree to the updated Terms of Service. If you do not agree to any changes, you should notify us as soon as possible and you may terminate the Contract by giving notice in writing (in such case we will cease all work under the Contract and all amounts owing to us under the Contract will immediately become payable). You are expected to check https://www.shoutoutuk.org/terms-of-trade/ from time to time to take notice of any changes we make, as they are binding on you.

13. Governing Law and Jurisdiction
The English courts will have jurisdiction over any claim arising from, or related to, any use of our Services. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.