STANDARD SERVICE TERMS AND CONDITIONS BACKGROUND:
These Terms and Conditions are the standard terms for the provision of services by ESNO Media, a Sole Trader Company, England, whose address is Argyle Road, Clevedon, Bristol.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
- “Business Day” means any day other than a Saturday, Sunday or bank holiday;
- “Calendar Day” means any day of the year;
- “Contract” means the contract for the provision of Services, as explained in Clause 3;
- “Deposit” means an advance payment made to Us under sub-Clause 5.5;
- “Month” means a calendar month;
- “Price” means the price payable for the Services;
- “Services” means the services which are to be provided by Us to you as specified in your Order.
- “Order” means your Order for the Services.
- “Order Confirmation” means Our acceptance and confirmation of your Order as described in Clause 3;
- “We/Us/Our” means ESNO Media, a sole trader company, England, whose address is Argyle Road, Clevedon, Bristol.
1.2 Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by e-mail, text message, fax or other means.
2. Information About Us
2.1 ESNO Media is a Sole Trader Company, England, whose address is Argyle Road, Clevedon, Bristol.
3. The Contract
3.1 These Terms and Conditions govern the sale and provision of Services by Us and will form the basis of the Contract between Us and you. Before submitting an Order, please ensure that you have read these Terms and Conditions carefully. If you are unsure about any part of these Terms and Conditions, please ask Us for clarification.
3.2 Nothing provided by us including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at our discretion, accept.
3.3 A legally binding contract between Us and you will be created upon our acceptance of your Order, indicated by Our Order Confirmation. Order Confirmations will be provided in writing.
3.4 We shall ensure that the following information is given or made available to you prior to the formation of the Contract between Us and you, save for where such information is already apparent from the context of the transaction:
3.4.1 The main characteristics of the Services;
3.4.2 Our identity (set out above in Clause 2) and contact details (as set out below in Clause 11);
3.4.3 The Price for the Services excluding taxes or, if the nature of the Services is such that the Price cannot be calculated in advance, the manner in which it will be calculated;
3.4.4 The arrangements for payment, performance and the time by which (or within which) We undertake to perform the Services;
3.4.5 Where applicable, details of after-sales services and commercial guarantees;
3.4.6 The duration of the Contract, where applicable, or if the Contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the Contract;
4.1 All Orders for Services made by you will be subject to these Terms and Conditions.
4.2 You may change your Order at any time before We begin providing the Services by contacting Us.
4.3 If your Order is changed We will inform you of any change to the Price in writing.
4.4 We may cancel your Order at any time before We begin providing the Services due to the unavailability of required personnel or materials, or due to the occurrence of an event outside of Our reasonable control. If such cancellation is necessary, We will inform you as soon as is reasonably possible. If you have made any payments to Us under Clause 5 (including, but not limited to the Deposit), the payment(s) will be refunded as soon as is reasonably possible, and in any event within 14 Calendar Days of Us informing you of the cancellation. Cancellations will be confirmed in writing.
5. Price and Payment
5.1 The Price of the Services will be that shown in Our proposal document in place at the time of your Order. If the Price shown in your Order differs from Our current Price We will inform you upon receipt of your Order.
5.2 Our Prices may change at any time but these changes will not affect Orders that We have already accepted.
5.3 This section only applies if VAT is included in our quote or agreement: All Prices are subject to VAT. If the rate of VAT changes between the date of your Order and the date of your payment, We will adjust the rate of VAT that you must pay. Changes in VAT will not affect any Prices where We have already received payment in full from you.
5.4 Before We begin providing the Services, you may be required to pay a Deposit. The due date for payment of your Deposit will be included in the Order Confirmation.
5.5 The balance of the Price will be payable once We have provided the Services as detailed in the proposal document.
5.6 We accept the following methods of payment:
5.6.1 Bank transfer
5.7 If you do not make payment to Us by the due date as shown on the invoice, which has been accepted by you, We may charge you interest on the overdue sum at the rate of 4%per annum above the base lending rate of Bank of England from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum.
5.8 The provisions of sub-Clause 5.7 will not apply if you have promptly contacted Us to dispute an invoice in good faith. No interest will accrue while such a dispute is ongoing.
6. Providing the Services
6.1 As required by law, We will provide the Services with reasonable skill and care, consistent with best practices and standards in the market and in accordance with any information provided by Us about the Services and about Us.
6.2 We will begin providing the Services on the date confirmed in Our Quote or agreement.
6.3 We will make every reasonable effort to complete the Services on time (and in accordance with your Order). We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please see Clause 9 for events outside of Our control.
6.4 If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible.
6.5 If the information or action required of you under sub-Clause 6.4 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on your part, We may charge you a reasonable additional sum for that work.
6.6 In certain circumstances, for example where there is a delay in you sending Us information or taking action required under sub-Clause 6.4, We may suspend the Services (and will inform you of that suspension in writing).
6.7 If the Services are suspended under sub-Clauses 6.6 you will not be required to pay for them during the period of suspension. You must, however, pay any invoices that you have already received from Us by their due date(s).
6.8 If you do not pay Us for the Services as required by Clause 5, We may suspend the Services until you have paid all outstanding sums due. If this happens, We will inform you in writing. This does not affect Our right to charge you interest under sub-Clause 5.10.
7. Problems with the Services and Your Legal Rights
7.1 We always use reasonable efforts to ensure that Our provision of the Services is trouble-free. If, however, there is a problem with the Services We request that you inform Us as soon as is reasonably possible.
8. Our Liability
8.1 If We are providing Services in your property We are not responsible for any pre-existing faults or damage in or to your property that We may discover while providing the Services.
8.2 Nothing in these Terms and Conditions seeks to exclude or limit Our liability for failing to perform the Services with reasonable care and skill or in accordance with information provided by Us about the Services or about Us.
9. Events Outside of Our Control (Force Majeure)
9.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
9.2 If any event described under this Clause 9 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:
9.2.1 We will inform you as soon as is reasonably possible;
9.2.2 Our obligations under these Terms and Conditions will be suspended and any time limits that We are bound by will be extended accordingly;
9.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
9.2.4 If an event outside of Our control occurs and you wish to cancel the Contract, you may do so in accordance with your right to Cancel under sub-Clause 10.3.3. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation notice;
9.2.5 If the event outside of Our control continues for more than four weeks, We may cancel the Contract in accordance with Our right to cancel under sub-Clause 10.6.3 and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice.
10.1 If any of the following occur, you may cancel the Services and the Contract immediately by giving Us written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will not be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation.If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 5.
10.1.1 We have breached the Contract in any material way and have failed to remedy that breach within 21 days of you asking Us to do so in writing; or
10.1.2 We enter into liquidation or have an administrator or receiver appointed over Our assets; or
10.1.3 We are unable to provide the Services due to an event outside of Our control (as under sub-Clause 9.2.4); or
10.1.4 We change these Terms and Conditions to your material disadvantage.
10.2 We may cancel your Order for the Services before the Services begin under sub-Clause 4.5.
10.3 Once We have begun providing the Services, We may cancel the Services and the Contract at any time by giving you 7 days written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice.If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 5.
10.4 If any of the following occur, We may cancel the Services and the Contract immediately by giving you written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 5. We will not be required to give 7 days’ notice in these circumstances:
10.4.1 You fail to make a payment on time as required under Clause 5 (this does not affect our right to charge interest on overdue sums under sub-Clause 5.10); or
10.4.2 You have breached the Contract in any material way and have failed to remedy that breach within 7 days of Us asking you to do so in writing; or
10.4.3 We are unable to provide the Services due to an event outside of Our control (for a period longer than that in sub-Clause 9.2.5).
10.5 For the purposes of this Clause 10 (and in particular, sub-Clauses 10.3.1 and 10.6.2) a breach of the Contract will be considered ‘material’ if it is not minimal or trivial in its consequences to the terminating party (i.e. you under sub-Clause 10.3.1 and Us under sub-Clause 10.6.2). In deciding whether or not a breach is material no regard will be had to whether it was caused by any accident, mishap, mistake or misunderstanding.
11. Communication and Contact Details
11.1 If you wish to contact Us, you may do so by telephone at 07940834481 or by email at firstname.lastname@example.org.
11.2 In certain circumstances, you must contact Us in writing (when cancelling an Order, for example, or exercising your right to cancel the Services). When contacting Us in writing you may use the following methods:
11.2.1 Contact Us by email at email@example.com or
11.2.2 Contact Us by pre-paid post at ESNO Media, 1 Argyle Road, Clevedon, Bristol, BS21 7BP.
12. Complaints and Feedback
12.1 We always welcome feedback from Our clients and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
12.2 All complaints are handled in accordance with Our complaints handling policy and procedure, available from firstname.lastname@example.org.
12.3 If you wish to complain about any aspect of your dealings with Us, including, but not limited to, these Terms and Conditions, the Contract, or the Services, please contact Us in one of the following ways:
12.3.1 In writing, addressed to ESNO Media, 1 Argyle Road, Clevedon, Bristol, BS21 7BP.
12.3.2 By email, addressed to Rebecca Jenkins, email@example.com.
12.3.3 By contacting Us by telephone on 07940834481.
13. How We Use Your Personal Information (Data Protection)
13.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
13.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Notice available from the esnomedia.com website.
14.Other Important Terms
14.1 We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
14.2 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
14.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
14.4 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
14.5 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
15. Governing Law and Jurisdiction
15.1 These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales,
Any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, the Contract, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England and Wales.