Terms and Conditions

Effective Date: 01.09.2012

1. Introduction

1.1 This website is owned and operated by Noalot Limited. We are registered in the UK (technically “England & Wales”) under number 05266091. Our registered office and trading address Parkside House,. 41 Walsingham Road, Enfield. EN2 6EY  Our other contact details are specified on our website. 

1.2 Please read these terms and conditions carefully. They cancel and replace any previous versions. They cancel and replace any previous versions. By registering on or using our Service (as defined below) you agree to be bound by these terms and conditions.

2. Definitions

2.1 Capitalised terms have the following meanings in these terms and conditions:

2.1.1 “Content” means all information of whatever kind published or sent on or in connection with our Service.

2.1.2 “Service” means the services offered by means of our website as well as our related software and services.

2.1.3 “User” means a person who uses our Service (whether or not registered with us).

3. Changes to the terms and conditions

3.1 We may change these terms and conditions by posting the revised version on our website at least 14 days before they become effective. Please check our website from time to time. You will be bound by the revised agreement if you continue to use our Service following the effective date shown.

3.2 If you are a consumer with a subscription to our Service and you don’t agree to the changes (provided that they are neither minor nor required by applicable law or regulations), you can cancel your subscription by giving us notice by email to [insert] before the effective date of the revised terms and conditions. If so, we will refund any advance payments referable to the period after your cancellation.

4. Right to cancel under Distance Selling Regulations

4.1 If you are an EU consumer (ie acting for purposes outside a business), you may cancel your subscription within 7 working days of placing your order by email to [insert email address] or any of the other methods specified in the Distance Selling Regulations [insert link to http://www.legislation.gov.uk/uksi/2000/2334/Contents/made]. Within 30 days of your notice we will refund your payment. However, this right of cancellation does not apply once you have started to use our Service – this occurs when you log in to the subscribers’ area of our Service [correct?] - in which case you agree to performance of the contract starting before the usual cancellation period has expired.

5. Use of our Service

5.1 We grant Users a limited personal right to use our Service subject to these terms and conditions.

5.2 You are not eligible for, and must not use or register on, our Service if:

5.2.1 you are below the legal age to form a binding contract with us; or

Comment [AT1]: Please bear this in mind if you change the TCs.

Comment [AT2]: This is the strict position per the Unfair Terms in Consumer Contacts Regs.

Comment [AT3]: This information must also be included in your confirmation email.

5.2.2 if display of or access to the material contained on this Service is illegal under the laws (if applicable) of the country from which you are accessing the Service (eg because the country does not permit such a Service or display of or access to such material at all or because you are under the relevant age limit in that country).

5.3 You must not use our Service in connection with a business.

5.4 You must comply with any guidelines or requirements on our website. You must promptly comply with any reasonable request or instruction by us in connection with the Service.

5.5 You must ensure that all contact and payment information (eg email and postal addresses, credit card numbers) which you provide is accurate and not misleading and that you will update it so that it remains so.

6. Your Content

6.1 You are responsible for your Content.

6.2 We reserve the right without notice or refund to reject, suspend, alter, remove or delete Content or to disclose to the relevant authorities any Content if it is the subject of complaint or where we have reason to believe that it breaches our terms and conditions, or that such steps are necessary to protect us or others, or that a criminal act has been committed, or if we are required to do so by law or appropriate authority. If so, you must not attempt to re-publish or re-send the relevant Content.

6.3 It is your responsibility to make your own backup of any Content stored within the Service to protect you in case of loss or damage to such material. We are not responsible for such losses.

6.4 We reserve the right to irretrievably delete your Content following cancellation of this agreement.

7. Our Content

7.1 Any Content which we ourselves make available on our Service is intended for very general guidance but we cannot guarantee that it is accurate or up to date and we do not accept legal responsibility for it. Before acting on such information, you must make your own appropriate and careful enquiries including as to its accuracy and suitability for your purposes. The information is not intended as professional or other advice. You rely on such information at your own risk.

8. Security

8.1 Your account on our Service is for your personal use only and is non-transferable. You must not authorise or permit any other person to use your account. You must take reasonable care to protect and keep confidential your password and other account or identity information. You must notify us immediately of any apparent breach of security such as loss, theft, misuse or unauthorised disclosure or use of a password. You are responsible for third parties who use your account or identity (unless and to the extent that we are at fault).

9. Payment

9.1 Full use of our Service is available only to Users who subscribe. Subscriptions can be acquired at the prices, for the periods and by the payment methods specified on our Service. Payment is in advance.

Comment [AT4]: Ok?

Comment [AT5]: Note, there is a risk that this clause would be regarded as unfair and in breach of the Unfair Terms in Consumer Contracts Regs. You should consider insurance if the content on the site gives rise to any real risk of legal liability.

9.2 Prices include VAT or other sales tax unless otherwise stated.

9.3 You are legally committed to pay your subscription payment once we confirm your order.

9.4 Where specified on the payment page of our Service when you subscribed, your subscription will be auto-renewed for the periods stated. You can cancel auto-renewal by following the instructions on our Service.

9.5 We may at any time change our subscription prices. The new rate takes effect if you apply for a new subscription after we post the new prices on our Service. For existing subscribers, we will give you notice by email at least one month before any price change takes effect. If you do not accept the new fee, you should cancel your subscription as explained below. Otherwise the next auto-renewal of your subscription after the one month’s notice will be at the new price.

9.6 If any amount due to us is unpaid, we may:

9.6.1 charge reasonable additional administration costs; and/or

9.6.2 charge interest (both before and after judgment) on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998; and/or

9.6.3 suspend our Service; and/or

9.6.4 cancel this agreement on written notice (including email).

10. Suspension / cancellation

10.1 You may at any time cancel your agreement with us (including your subscription) by following the instructions on our Service. A request for cancellation under this clause does not give rise to any refund.

10.2 We may at any time without cause immediately cancel your agreement with us including your right to use of our Service. If so, we will refund in full any fees already paid for the period in respect of which we take such a step.

10.3 We may at any time cancel this agreement (giving notice by email to the extent reasonably practicable) or suspend part or all of our Service if we have reason to believe that you have breached our terms and conditions or it is necessary to protect us or others or if we are required to do so by law or appropriate authority. If so, and you are a subscriber, we will refund pro rata that part of your most recent subscription payment relating to the period after cancellation.

10.4 Following cancellation of this agreement, your registration for and right to use our Service are terminated. Accrued rights and liabilities are unaffected. All clauses in this agreement which are stated or intended to continue after cancellation will continue to apply. You must not attempt to re-register for or continue to use our Service if we have given you notice of cancellation.

10.5 We cannot be held legally responsible for loss or damage resulting from cancellation of this agreement provided we act in accordance with this agreement.

11. Functioning of our Service

11.1 We cannot guarantee that the Service will be uninterrupted or error-free. We will use reasonable endeavours to rectify faults if they occur.

Comment [AT6]: Note

Comment [AT7]: Still not clear if there is going to be auto-renewal. This clause says that there may be auto-renewal provided this is made clear to users on the payment page when they sign up.Auto-renewal means that you automatically collect payment eg by debiting credit card on the renewal date rather than the user taking a positive act to renew / pay.

Comment [AT8]: Note

Comment [AT9]: Note. This is usually the position.

Comment [AT10]: Note

Comment [AT11]: Note

11.2 We are entitled, without notice and without liability, to suspend the Service for repair, maintenance, improvement or other technical reason. If so, we will use reasonable endeavours to ensure that the suspension is for the shortest period possible.

11.3 We are entitled to make changes to the Service.

12. Liability

12.1 Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraudulent misrepresentation or for anything which may not legally be excluded or limited.

12.2 You must give us a reasonable opportunity to remedy any matter for which we are potentially liable before you incur any costs remedying the matter yourself.

12.3 Very important: We shall not be liable for any loss or damage caused by us or our employees or agents in circumstances where:

12.3.1 there is no breach of a legal duty of care owed to you by us or by any of our employees or agents;

12.3.2 such loss or damage was not reasonably foreseeable by both parties;

12.3.3 such loss or damage is caused by you, for example by not complying with this agreement; or

12.3.4 such loss or damage relates to a business.

12.4 Very important: You will be liable for any reasonably foreseeable loss or damage we suffer arising from your breach of this agreement or misuse of our Service (subject of course to our obligation to mitigate any losses).

13. Intellectual property rights

13.1 All trade marks, logos, content (including our website’s structure and layout), graphics, images, photographs, animation, videos, text and software used on the Service are our intellectual property or that of our partners / suppliers. For the purposes of your personal use only, you may view such material on your screen and print a single copy. You may not otherwise use, sublicense, retrieve, display, modify, copy, print, sell, distribute, download, hire, reverse engineer (unless permitted by applicable law) or create extracts of, or derivative works from, such material without our specific prior written consent.

13.2 You must not reverse-engineer or decompile any of our software in any way (except to the extent allowed by applicable law). You must not create or use a modified or derivative version of our software or distribute or sublicense our software to third parties. You must take reasonable steps to ensure that our software is not disclosed to any third party.

13.3 You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about our Service ("Submissions") which you provide us are non-confidential and shall become our sole property. We shall own exclusive intellectual property rights in, and shall be entitled to the unrestricted use and dissemination of, these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

14. Third party websites

14.1 We may link to third party websites which may be of interest to you. We do not recommend or endorse those sites or the products or services which they offer nor are we legally responsible for them as they are outside our reasonable control. You use such third party sites at your own risk.

Comment [AT12]: All the clauses in this section (and indeed any other clause restricting your liability (eg “we are not responsible…”) are subject to a reasonableness test and could be deemed unenforceable by a court. In the case of consumers, you are in any case very restricted in what you can say about limiting liability because of consumer protection regulations. For eg you can’t cap your liability. Query if you have / need liability insurance in case you get sued?

15. “Act of God”

15.1 Neither you nor we are liable for failure to perform or delay in performing any obligation (excluding payment) under this agreement if the failure or delay is caused by any circumstances beyond your or our reasonable control including third party telecommunication failures.

16. Transfer

16.1 We may transfer all or part of our rights or duties under this agreement provided we take reasonable steps to ensure that your rights under this agreement are not prejudiced. As this agreement is personal to you, you may not transfer any of your rights or duties under it without our prior written consent.

17. English law

17.1 These terms and conditions shall be governed by English law and any disputes will be decided only by the courts of the United Kingdom.

18. General

18.1 We may send all notices under this agreement by email to the most recent email address you have supplied to us (unless otherwise stated in this agreement). Headings used in this agreement are for information and not binding. Any failure by either party to exercise or enforce any right or provision of this agreement does not mean this is a “waiver” (ie that it cannot be enforced later). If any part of this agreement is ineffective or unenforceable for any reason, then it will be replaced with a provision which as far as possible achieves the same thing and the rest of the agreement shall continue to apply. A person who is not a party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement except insofar as expressly stated otherwise.

19. Complaints

19.1 If you have any complaints, please contact us via the contact details shown on our website or write to our address shown at the start of these terms and conditions.