Terms and Conditions
These are the terms and conditions subject to which we allow you to use Our Website. By visiting or using Our Website, or make an order for Services, you agree to be bound by them.
We are Soulful Living Wellness
Our address is Scotstown, Co. Monaghan, Ireland
You are: Anyone who uses Our Website or buys any Service from us in any circumstances.
It is now agreed as follows:
1. Definitions
“Device” Includes a computer, any work station, electronic application or receiving device.
“Copy or Publish” with reference to a Licensed Product, means reproducing or publishing in whole or in part, using any means, in any medium. It includes breaking up, changing, cropping or any other change or use as part of some other created work.
“Detailed Specification” means the written specification of the Work you have instructed us to do, and which we will prepare for your approval.
“Documentation” means the instruction manuals, user guides and other documentation which we have agreed to write.
“Future Deal” means any agreement or arrangement made after today whereby we agree that you may use any system, material or item of Intellectual Property owned by us.
"Intellectual Property" means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including, among others, patents, trade marks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights. It includes in particular the Know-how, software, systems and methods we may use to perform the Work for you.
“Know-how” means methods, procedures and ways of working and organising which are not capable of protection as copyright.
“Licence” means the licence granted by us to you in the terms of this agreement for use of the Licensed Product.
“Licence Fee” means the sum or sums payable for the Licence from time to time.
“Licensed Product” means any product, material or thing offered for licence by us on Our Website, including the Software, and whether or not bought by you. A reference to “Product” shall be a reference to all or part of a Licensed Product or to a Product changed by you in any way.
“Our Website” means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us or any member of the Soulful Living Wellness group of companies. It includes all of the hardware and software installations that enable our website to function.
“Services” means all of the services available from Our Website, whether free or charged.
“Software” means the software which constitutes the Licensed Product or which provides any electronic function which supports the use of the Licensed Product.
“Work” means the work we do to provide the Services you have ordered.
2. Interpretation
Unless the context clearly requires otherwise, the interpretation of this agreement shall be subject to the matters listed below:
2.1. a reference to one gender shall include any or all genders and a reference to the singular may be interpreted where appropriate as a reference to the plural and vice versa.
2.2. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
2.3. a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that person.
2.4. in the context of permission, “may not” in connection with an action of yours, means “must not”.
2.5. [except where stated otherwise,] any obligation of any person arising from this agreement may be performed by any other person;
2.6. any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
2.7. a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
2.8. in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, such cost calculated € 95 per hour.
2.9. these terms and conditions apply to all supplies of Services by us to you. They prevail over any terms proposed by you.
2.10. this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
3. Entire agreement
3.1. We represent, warrant and guarantee that we have the full right, power and authority to license and distribute the Licensed Product, including all the images, photos, animations, audio and video components, music, text, and additional applications incorporated into the Licensed Product and accompanying printed materials, if any.
3.2. If you use Our Website in any way and make an order on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
3.3. You accept responsibility for compliance with the laws and importation procedures of your jurisdiction which might affect your right to import, export or use the Software, and you represents that you have or will comply with all such laws and procedures.
3.4. This agreement contains the entire agreement between us and supersedes all previous agreements and understandings between the parties.
3.5. Conditions, warranties or other terms implied by statute or common law in any country are excluded from this agreement to the extent permitted by law.
3.6. In entering into this contract you have not relied on any representation or information from any source except the definition and explanation of the Services given on Our Website.
3.7. As an exception to the last previous sub paragraphs, the parties do rely on information provided in writing as follows:
Social Media accounts: LinkedIn, TikTok, Instagram, Facebook
4. Basis of contract
4.1. Subject to these terms and conditions, we agree to complete the Work and to provide to you some or all of the Services described on Our Website at the prices we charge from time to time.
4.2. The contract between us comes into existence only when we write to you to confirm that we agree to provide to you the Service you want. Your payment does not create a contract. If we decline to provide a Service we shall immediately return your money to your credit card.
4.3. We do not offer the Services in all countries. We may refuse to provide Services if you live in a country we do not serve.
4.4. Some of our Services are now or may in future, be available to you only subject to additional terms. Those terms will be set out on Our Website. You now agree that if you choose to use any such service, the relevant terms will become part of this agreement.
4.5. If we give you free access to a Service or feature on Our Website which is normally a charged feature, and that Service or feature is usually subject to additional contractual terms, you now agree that you will abide by those terms.
4.6. We may change this agreement and / or the way we provide the Services, at any time. If we do:
4.6.1 the change will take effect when we post it on Our Website.
4.6.2 you agree to be bound by any changes. If you do not agree to be bound by them, you should not use Our Website or the Services.
4.7. Our contract terminates on the earliest of:
4.7.1 our completion of any Work for which you have paid us. If there is any doubt as to when this is, or was, then our decision is final;
4.7.2 our having worked for the amount of time for which you have paid us, even if the Work is unfinished.
4.8. You do not become a client for the time when after completion of one piece of Work we start another. Each piece of Work is a new retainer which terminates when that Work is done. If we should give advice on the same subject at a later time, that advice constitutes a separate contract and does not retrospectively extend the first contract for our Services.
4.9. The price of any Service or Licence Fee may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy that Service or Licensed Product.
4.10. There is no contract between us for any free Service, so you do not become a client by using any free Service and we are not liable to you in any way resulting from your use of any free Service.
4.11. You agree that you are bound by these terms (or the latest version of them) for all future contracts with us, whether ordered through Our Website or in some other way.
5. Price and payment
5.1. Prices for business Services are exclusive of any applicable value added tax or other sales tax.
5.2. Charges for Services are fixed whenever it is reasonably possible for us to ascertain the price.
5.3. When we do not provide fixed charges for the Service, we will charge by the hour. In that case all Work done, including all Documentation, letters, e-mails, faxes and telephone calls made and received will be charged on a time basis in minimum units of one tenth of an hour.
5.4. Estimates of charges will be provided to you wherever possible.
5.5. Payment is due to us at least 1 hour before any session otherwise the session will be cancelled.
5.6. If you have can no longer attend a session, notice must be given 24 hours in advance or you forfeit that session.
5.7. Payment may be made by credit/debit card to Our Website or by transfer to our bank account.
5.8. If we do not receive payment within the period required, we shall stop the Work until you have made your payment up to date.
5.9. It is possible that the price may have increased from that posted on Our Website. If that happens, we will not provide the Services until you have confirmed that you wish to order at the new price.
5.10. Bank charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than Euros will be borne by you.
5.11. Any details given by us in relation to exchange rates are approximate only and may vary from time to time.
6. Cancellation and refunds
This paragraph applies if you buy as a consumer as defined in the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013. Provided the Regulations apply to the transaction concerned, then the following terms apply to the contract.
6.1. We now inform you that information relating to all aspects of our Products and Services is not in this document but in our marketing material, whether that is in the medium of Our Website or in hard copy.
Please note that following sub paragraphs apply to the Services we offer for sale on Our Website.
6.2. The following rules apply to cancellation of your order:
6.2.1 If you have ordered our Service but we have not yet started to work for you, you may cancel your order without giving a reason, at any time within 14 days of your order. You will have no obligation and we will return any money due to you.
6.2.2 If you want us to start work before 14 days has passed, you can opt out of your cancellation right. To do that you have to instruct us to start your work as soon as we can. We have provided a form and a full explanation of the procedure at the end of this document.
6.2.3 If you have ordered our Service and we have started to work for you, you may cancel your order without giving a reason, at any time within 14 days of your order. You must tell us that you wish to cancel.
6.2.4 If you do so, you will owe us for work done to the date of cancellation and any money spent on your behalf.
6.2.5 If you give up your right to cancel, that will apply to all work we do for you at any time from now.
6.3. In any of the above circumstances, we will return any money due to you within 14 days.
Please note that following sub-paragraphs apply only to product you download or which we send as an email attachment.
6.4. If you buy a Product which is delivered to you in soft copy, whether by download, or email or some other medium, the law provides that you can opt out of your right to the 14 day cancellation period. Of course, we will not accept your order unless you agree to lose your cancellation right.
6.5. You do this by instructing us to arrange delivery immediately, or as soon as we can. If you do that, we will send your Product immediately and you lose your right to cancel your order.
6.6. By accepting these terms, you now agree that you are instructing us to deliver immediately and you understand that, in doing so, you lose your right to cancel your order within 14 days.
6.7. This paragraph does not affect your rights in the event that the Product is faulty.
7. Liability for subsequent defects
7.1. Please check the Product received from us immediately when you download it.
7.2. If you find an error or defect in the Product, you must tell us by email message to hello@georgiapitfield.com
7.3. The procedure to report an error or defect is as follows:
7.3.1 you must report to us as soon as any defect is discovered but not later than 1 month from receipt by you.
7.3.2 please tell us clearly what is the fault you complain of, when it first became apparent or arises, and other information to enable us to identify or reproduce it.
7.4. If we agree that the Product is faulty, then we shall:
7.4.1 fix the issue within 5 days and immediately send a new copy to you, or
7.4.2 refund the full cost you have paid.
8. Grant of Licence
8.1. We do not offer the Licence in all countries. We may refuse or revoke a Licence and return your payment if you live in a country we do not serve.
8.2. You acknowledge that Soulful Living Wellness owns all right, title and interest in and to the Licensed Product and that you have no right to use it beyond the express terms of this agreement.
8.3. The Licence is non-exclusive, non-assignable, non-transferable and otherwise as limited by the terms of this agreement.
8.4. No express or implied licence of the Licensed Product or any other material is granted to you other than the express Licence granted in this agreement.
8.5. If and whenever the parties agree to a Future Deal, the terms of this agreement shall apply so far as possible to that Future Deal as if a new version of this agreement had been made specifically for that Future Deal.
8.6. If any information you give to us is inaccurate, the Licence is automatically terminated and no refund of money will be due to you.
9. Restrictions on use of Licensed Product
You agree that you will not:
9.1. use the Licensed Product for any purpose or in any way except as you selected and paid when you bought it from Our Website. These restrictions may relate to limitations on use, territory, duration, or any other choice which defines the Licensed Product;
9.2. use a Licensed Product in part or as a whole, to incorporate it in any intellectual property of yours;
9.3. separate the component parts of the Software for use on more than one Device;
9.4. reverse engineer, decompile, or disassemble the Software;
9.5. sub-license, rent out, lease, or lend the Software or the Licensed Product;
9.6. Copy or Publish a Licensed Product except as specifically allowed in this agreement;
9.7. represent or give the impression that you are the owner or originator of any Licensed Product;
9.8. remove any identification or reference number or other information which may be embedded in any file of a Licensed Product.
10. Copying the Licensed Product
10.1. Every publication or appearance of a Licensed Product on a website must be protected as far as the law allows by separate, specific or general provisions against copying or publishing. We allow you to use the definition of “Copy or Publish” used in this agreement.
10.2. You may install and use one copy of the product on a single Device. You may also store or install a copy of the product on a storage device, such as a network server, used only to install or run the product on your other Devices over an internal network.
10.3. The primary user of the Device on which the product is installed may make a second copy for his or her exclusive use on any other Device.
10.4. You must not install the Software on more than two Devices and you must not use the Software on more than one Device at a time.
11. Freedom to transfer
You may not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any of your rights and obligations under this agreement without our prior written consent, except that you may assign and transfer all your rights and obligations under this agreement to any person to which you transfer all of your business, provided that the assignee undertakes in writing to us to be bound by your obligations under this agreement.
12. Service provision
12.1. The Services are listed and described on Our Website. Once you have paid we will contact you to tell you what help we need from you and when we shall start, and complete our Work for you.
12.2. The provision of our Service relies on a schedule of Work. If you are unable to provide us with acceptance or information we require for a period which extends the agreed timescale then we are entitled to payment in accordance with the schedule in any event.
12.3. Our Services will be delivered by your free download/email/video call or by both/all of these, at our choice / in the way we have explained in Our Website.
12.4. If we are not able to provide your Services within [10] days of the date of your order, we shall notify you by e-mail to tell you the likely provision date.
12.5. All monies paid by you to us are non-refundable and cancellation and/or termination of this agreement by you or us at any time for any reason will not entitle you to a refund of monies paid.
12.6. You may not share or allow others to use the Services in your name.
13. Security of your credit card
We will take care to make Our Website safe for you to use.
13.1. Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
13.2. If you have asked us to remember your credit card details in readiness for your next purchase or subscription renewal, we will securely store your payment details on our systems. These details will be fully encrypted and used only to process your automatic annual payments or other transactions which you have initiated.
14. Indemnity
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
14.1. your failure to comply with the law of any country;
14.2. your breach of this agreement;
14.3. any act, neglect or default by any agent, employee, you or your customer;
14.4. a contractual claim arising from your use of the Licensed Products;
14.5. a breach of the intellectual property rights of any person.
15. Security of Our Website
If you violate Our Website we shall take legal action against you.
You now agree that it will not, and will not allow any other person to:
15.1. modify, copy, or cause damage or unintended effect to any portion of the Our Website, or any software used within it;
15.2. link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;
15.3. download any part of Our Website, without express written consent;
15.4. collect or use any product listings, descriptions, or prices;
15.5. aggregate, copy or duplicate in any manner any of the content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of our Services;
15.6. share with a third party any login credentials to Our Website.
16. Dissatisfaction with the Services
16.1. Our most important task is to ensure your absolute satisfaction. We will always strive to reach that target. However, we acknowledge that mistakes are made occasionally. This paragraph covers that possibility. If you are not wholly satisfied with the Service, please tell us at the earliest opportunity:
16.1.1 exactly why you think we have failed;
16.1.2 the date, if relevant, of the failure;
16.1.3 when and how you discovered the failure;
16.1.4 the result of the failure;
16.1.5 your suggestion as to action we should take to resolve the situation and restore your faith in us.
16.2. To do this, it is essential that you contact us by email at the contact point on Our Website.
16.3. You now agree that you commit a breach of this contract if you seek repayment of money paid to us by asking your credit card provider to credit back a payment made to us, without attempting to seek repayment from us first. In that event, you agree that you will owe us first the sum charged to us by our payment service provider and secondly a sum based on time spent at € 95 per hour in dealing with your breach. You also agree that this provision is reasonable.
17. Confidentiality
17.1. We are both aware that in the course of our Work for you we will each have access to and be entrusted with information in respect of the business and operation of the other, all of which information is or may be confidential.
17.2. Please be aware that the relationship between us and you as the Client is not considered a legally confidential relationship (like the medical and legal professions) and thus communications are not subject to the protection of any legally recognized privilege. We agree not to disclose any information pertaining to you without your written consent. We will not disclose your name as a reference without your consent. Confidential Information does not include information that: (a) was in our possession prior to its being furnished by you; (b) is generally known to the public or in the your industry; (c) is obtained by us from a third party, without breach of any obligation to the you; (d) is independently developed by us without use of or reference to your confidential information; or (e) We are required by statute, lawfully issued subpoena, or by court order to disclose; (f) is disclosed to us and as a result of such disclosure we reasonably believe there to be an imminent or likely risk of danger or harm to you or others; and (g) involves illegal activity. You also acknowledges your continuing obligation to raise any confidentiality questions or concerns with us in a timely manner.
18. Intellectual Property
You agree that at all times you will:
18.1. not disclose to any person the method of working or the Intellectual Property involved in our Work for you;
18.2. not cause or permit anything which may damage or endanger our title to the Intellectual Property;
18.3. indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
18.4. on the expiry or termination of this agreement immediately stop using the Intellectual Property except as expressly authorised by us in writing;
18.5. not use any name or mark similar to or capable of being confused with any name or mark of ours;
18.6. so far as concerns Software provided or made accessible by us to you, you will not:
18.6.1 copy, or make any change to any part of its code;
18.6.2 use it in any way not anticipated by this agreement;
18.6.3 give access to it to any other person than you, in this agreement;
18.6.4 in any way provide any information about it to any other person or generally.
19. Termination
This agreement may be terminated:
19.1. when the Work has been delivered to you or otherwise completed.
19.2. immediately by us if you fail to pay any additional sum due.
19.3. any termination of this agreement by this paragraph will be without prejudice to any other rights or remedies to which a party may be entitled.
20. Dispute resolution
In this paragraph the term “ADR Provider” means an approved body under the European Union (Alternative Dispute Resolution for Consumer Disputes) Regulations 2015.
The following terms apply in the event of a dispute between the parties:
20.1. If you are not happy with our services or have any complaint then you must tell us by email message to hello@georgiapitfield.com
20.2. If a dispute is not settled as set out above, we hope you will agree to attempt to resolve it by engaging in good faith with us in a process of mediation or arbitration.
20.3. We can propose an ADR Provider or will listen to your proposal. If you are in any way concerned, you should read the regulations at: http://ec.europa.eu/consumers/odr/.
21. Miscellaneous matters
21.1. Our privacy policy is strong and precise. It complies fully with the Data Protection Act 2018 which is at georgiapitfield.com/privacy

21.2. You undertake to provide to us your current land address, e-mail address and telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
21.3. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it will be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it will be binding in that changed or reduced form. Subject to that, each provision will be interpreted as severable and will not in any way affect any other of these terms.
21.4. The rights and obligations of the parties set out in this agreement will pass to any permitted successor in title.
21.5. If you are in breach of any term of this agreement, we may:
21.5.1 terminate your account and refuse access to Our Website;
21.5.2 cancel any order at our discretion;
21.5.3 issue a claim in any court.
21.6. Any obligation in this agreement intended to continue to have effect after termination or completion will so continue.
21.7. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
21.8. When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
21.9. Any communication to be served on either party by the other will be delivered by hand or sent by first class post or recorded delivery or by e-mail.
It shall be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address: within 72 hours of posting;
If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
21.10. So far as the law applies, and unless otherwise stated, this agreement does not give any right to any third party.
21.11. Neither party will be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control.
21.12. The validity, construction and performance of this agreement shall be governed by the laws of Ireland and you agree that any dispute arising from it shall be litigated only in Ireland.

22. FORCE MAJEURE

We will not be in breach of these terms nor liable for failure to provide services or perform obligations where it is not reasonably practicable to do so due to acts, events, omissions, accidents or circumstances beyond the control of us. This entire clause, including this paragraph, shall survive termination of the Contract

Notice of right of cancellation: Right to Cancel
Information about your statutory right to cancel
Service terms
Your right to cancel
Under the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013, you have the right to cancel this contract within 14 days without giving any reason.
The cancellation period will expire 14 days after the contract was made. That means you can cancel before you have downloaded the product or we have delivered it to you.
Exception when you opt out
Before we agree to provide our service, we therefore ask that you give up your right to cancel, as the law allows. If you do not agree, we shall not work for you.
Option 1
If you tick the box on our website to confirm acceptance of this agreement / our contractual terms and conditions, you:
• confirm that you want us to start work / supply service]before the expiry of 14 days.
AND
• confirm that you want us to start work for you in any service provision, whether this is incidental to a product or sold separately.
AND
• accept that you will lose your right to cancel the contract.
AND
• understand that your agreement is a term of the contract between us.


Explanatory notes:
Terms and conditions template: professional consultancy business; includes licence for supporting product or systems
General notes
1. About the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013
For a business which provide services and deals with digital content (soft copy), the Regulations are quite complicated.
To keep it simple, if you supply product in soft copy through email or download option, you are treated as a service provider. Somewhat similar provisions will be applicable to you for supply of services too. In short you must comply with the Regulations in respect of both product and services.
The main provisions which affect your business are first, provision of information relating to service or product and your identity; and second, the cancellation provisions.
Here is a short version:
a. description of the main characteristics of the goods or services;
b. the total price of the goods inclusive of VAT;
c. Your identity, land address and full contact details;
d. the arrangements for payment and delivery of goods;
e. the telephone cost of communicating with you when it is notcalculated at the basic rate;
f. the existence of your customer’s right to cancel the contract; and the conditions, time limit and procedure for exercising that right;
g. the functionality, including applicable technical protection measures, of digital content;
h. whether, if the customer exercises the right to cancel, he must pay money to you for part done work;
i. the circumstances under which the customer loses the right to cancel.
Next, we will tell you about the cancellation provisions.
If the client at any time chooses to order a service or purchase a soft copy product from your website, he may cancel his order within 14 days without giving any reason. When he cancels the order, you must give him his money back within 14 days after receiving the cancellation order.
But there is a way out. If the customer instructs you to supply service or send him soft copy product before the 14 day period expires, and provided you have warned the customer that he will lose his right to cancel, then the customer has opted out and lost his right to cancel. The opt-out is valid only if you follow the full requirements of the Regulations to the letter.
Please note: Because you take service orders from your website, we have assumed you will not want to set up a system which allows for the 14 day cooling-off period for the supply of products and services. That means your customer must instruct you to send earlier and acknowledge that he will lose his right to cancel. This document is drawn around that assumption.
2. What you need to do to comply with the Data Protection Act 2018
The Act applies to all personal data you collect, use or store. The scope includes data about any INDIVIDUAL.
We have drawn a comprehensive privacy notice. It reassures your website visitors that you take their privacy seriously. More importantly, your adopting it will prompt you to make whatever changes are necessary in your day to day business. You can download it at https://www.netlawman.ie/d/website-privacy-policy
For this terms and conditions document, you do not have to explain to customers that you comply with law - any more than you would tell them you comply with any other law. This document is your legal contract with your customer or client.
Nonetheless, if a customer or client takes the trouble to read this T&C document, the reason is probably because they seek re-assurance. For that reason, and not for any legal reason, we have included a few points of information. There is no reason why you should not do so too. If you do, we strongly advise to keep them very short and that you check most carefully that you are not adding text that could result in your contravening the Act.
As a vastly reduced summary, the important areas of the Act to consider are:
• you do not have a provision where you are assuming implied consent of customer to use his information in the way you think fit;
• if you allow a user to post information to your website, you may not process, edit or change that information without express consent, if such information include his name, address, image etc.
• Until now, you could simply ask for a tick to a box indicating that your customer or client has read your T&C. That is no longer good enough. You need to say exactly what you might do with your user's data.
• The most important elements of data to consider are personal data and any data which you want to use - for example as a testimonial.
You may find full list at:
https://www.dataprotection.ie/docs/GDPR-Overview/k/1623.htm
We have drawn this terms and conditions document on the assumption that you would make practical changes on your website and use an updated privacy notice. So as to allow you to run your business seamlessly while complying with the Act.
Paragraph specific notes:
Notes numbering refers to paragraph numbers.
1. Definitions
We know nothing about your business, so we cannot provide you with defined terms which precisely describe what you sell. Most people do not read your terms (even if they have to “tick the box”). The people who do take the trouble to read them are likely to be the sort of people who expect the same attention to detail from you as they themselves give to their purchase of your goods or services. It therefore helps you to obtain their business if your terms are accurate and friendly. By all means use the search/replace function in your word processor to change them. Here are examples of changes to defined terms:
We use You might decide to change to
“Services” “Super Hosting” / “Pro Accounting” /” Our Advisory Service”
“Our Website” “The Jones Site” / “The Site”
But if you do change the defined word, make sure it applies to every use of it in the document.
Remember too, that when a word or phrase is defined, the defined meaning, capitalised, takes precedence over the common meaning of that word or phrase.
You should first decide on the contents of the document, then return to check what definitions are needed and whether they really fit the text you have left in place.
2. Interpretation
Leave these items in place unless there is a good reason to edit or remove. These items are not “lawyer’s blurb”. Every item has been carefully considered in the context of this agreement and has been included for a purpose. Many of them strengthen the framework within which the agreement operates. Leave these items in place unless there is a good reason to edit or remove.
3. Entire agreement
This paragraph prevents a party from later saying he was relying on some other document or web site or what was said. If other documents are to be relied on, let them be listed here, so that both parties know the basis of the deal.
4. Basis of contract
It is rarely as easy to define the limits of a service compared with selling goods. You can give a precise specification for a tonne of 10 cm brass screws to a specified design. You cannot do that when you sell services. So you need to set out your contract in this paragraph very carefully.
Is your buyer using your IP? When do you want to be bound to the deal? Do you want to know more about him first? Will you do business with him in Kiev? What is he allowed to take from your website? We have given you a menu of such points. It is up to you to decide how to run your business.
5. Price and payment
This paragraph must tie in with the basis of contract. Either you take money via your website or you send out bills, or both. You should consider carefully the provisions relating to completion and payment. It is important that the agreement identifies a precise procedure and point in time when a final invoice may be sent. It may be necessary for the client’s last minute modifications to be treated as post-completion modifications, so as to enable the main contract to be complete and payment made.
We have provided for payment for work done to date of cancellation, if cancelled.
6. Cancellation and refunds
If you sell only to businesses and organisations, delete this paragraph.
This paragraph sets out your customer’s rights as a “gold standard”. In the past, the law has not compelled a seller to disclose his legal obligations. So sellers have not done so. These regulations change that. Because many organisations continue to keep customers in the dark, we believe it is to your advantage to be utterly transparent. Not only will that present you as a high prestige brand, but it will also make clear that you are being unusually helpful and not unnecessarily bureaucratic.
For a soft copy product these are pillars for consumer protection:
• Provision of information
• opt out of 14 days cancellation right for immediate delivery.
For services, three pillars of consumer protection are:
• Provision of information
• the 14 day cancellation period
• "Opt out" of cancellation right so that you can to start work within the 14 days cancellation period, without risk of cancellation.
7. Liability for subsequent defects
If the product is not of satisfactory quality, as described, and fit for the purpose for which the consumer would expect to be able to use it, he may ask you for a full refund. Edit as required.
8. Grant of Licence
This paragraph contains a menu of items. Here you should not merely decide which item applies, but use our sub-paragraphs to construct the package of business terms you require. It is unlikely that we shall have thought of everything. You may have to add special provisions of your own. Do not delete an item if you are not absolutely sure of the legal effect of doing so.
9. Restrictions on use of Licensed Product
This paragraph provides technical restrictions which are applicable in particular to software. If you delete many of them, the remainder could well be treated as part of the previous paragraph.
10. Copying the Licensed Product
This paragraph applies to a software-related product. Edit to suit the appropriate words applicable to the IP you will provide in support of your service.
11. Freedom to transfer
This paragraph requires no explanation. Treat as a flexible menu to suit your requirements.
12. Renewal payments
This paragraph is required only if you sell by subscription. If your sale is a one-off, delete this.
Provision of this info is evidence of permission to debit your card but does not alone permit you to take money, in law. Nevertheless, it how “things work” today.
13. U.S. Government end users
We respectfully suggest that you take our word for the requirement to leave this provision in place if you sell to any US governmental organisation but delete it if you do not.
14. Service provision
Edit to comply with exactly what information or other involvement you require from your client; how you will “deliver” your service; and what happens if you need to cancel, or your client cancels.
15. Security of your credit card
This paragraph is more for information than contractual commitment. We have included it here because many users are reluctant to make payment, so this assurance given at the point of sale will allay their fears.
For payment you may have various alternatives like the PayPal and cheque. Edit this paragraph accordingly.
16. Indemnity
We suggest no edits.
17. Security of Our Website
Many service providers will not need this paragraph. If your client has no access to your website, you could delete it; and vice versa.
18. Representative liaison
Whether or not you need this paragraph depends entirely on your business. Some service provision requires contact and other does not. Edit or delete to suit your business.
19. Work management procedure
This is an example procedure. It is a mistake to tie yourself down too precisely in this document because you may wish to change the detail from time to time, but it is definitely a good idea to set out the framework within which you will provide your services.
20. Content of Detailed Specification
This is no more than a space for you to enter what you want in the specification. Do not commit to more than is required.
21. Dissatisfaction with the Services
Service provision is unlikely to be perfect 100% of the time. A complaints procedure shows that you care and that you are efficient. It provides a route for assessment of problems and thereby avoids a stream of email messages. Edit to suit your business requirement.
If you have decided to use the representative liaison mentioned earlier, then a provision for contact could be made here as a first step in expressing dissatisfaction.
22. Confidentiality
We have included this paragraph because a business has so many secrets which could easily be stolen that some safeguard is sensible. You should consider not only what you expect to disclose but what the other side could discover by “digging and fishing” in ways you did not expect.
23. Intellectual property
Few business managers appreciate just how much IP is owned by the business. There is an enormous variety of IP rights, from domain names to trade marks. It is sensible to leave this provision in place, edited as appropriate.
The question of who owns what intellectual property rights is one for detailed discussion and decision before the contract is signed.
24. Disclaimers and limitation of liability
We do not have sufficient information about your business to determine how far you can use this paragraph and how binding it will be. We therefore provide an explanation, some parts of which will not apply to you.
Our aim in drawing this paragraph is to limit your liability as far as possible, particularly against events you may not anticipate. We are also aware that you might sell to business, not consumers, and to consumers outside the EU. Note however, that most advanced economies protect their consumers in much the same way as EU consumers are protected. However, a foreign government would have great difficulty in enforcing its rules against you!
There is a substantial set of law which regulates what you can sell to anyone, so no matter what you put in this paragraph, it will not protect you in contract if you sell something different from what an intelligent customer or client would expect. Comparable law covers every part of the sale and return process.
On top of that solid legal structure is an even larger structure relating to protection of consumer rights. That is because consumer protection is extreme in the EU. If you sell to consumers, even occasionally, you must learn what are your legal obligations. The depth of law is huge - far more than we could ever advise here.
We have therefore provided not merely alternative provisions within this paragraph, but two alternative paragraphs. One version is what you can reasonably say if you deal with consumers; the other is the "hard" version which covers everyone else. Select the version according to whether or not you sell to European consumers.
If you sell Worldwide, you could of course arrange for only users outside the EU to receive the hard version - whoever they are.
It is possible that neither of these alternatives will be entirely enforceable. However we have also specified that any provision which offends should be reduced, as opposed to be deleted. In these paragraphs we have provided a terrific contractual shield - but somewhere there may be someone whose arrows will pierce it.
Our best advice to you is to include these disclaimers so far as they apply to your business, but do not expect that you can conduct your business with disregard to the law. The Sale of Goods and Supply of Services Act and a raft of consumer protection law still apply.
You will see that we have also included in the provision for directors and others to have the same protection. One way to get around disclaimer provisions in the past was to claim not against the company with whom the claimant has a contract but against the directors or others in negligence.
25. Termination
It is after termination that conflicts tend to arise. In this agreement however, there are unlikely to be residual obligations. Edit as you think best.
26. Dispute resolution
This paragraph sets out standard terms as required under the European Union (Alternative Dispute Resolutions for Consumer Disputes) Regulations 2015. This new law follows an EU directive. Our opinions are as follows:
The new law is directed at those EU members whose legal systems have perhaps not been fine tuned for nearly 1000 years and which fail to recognise consumer rights adequately.
The purpose of mediation (the most common form of ADR) is to settle a dispute. In practice it should not matter who is the mediator. Of course you should try to find someone with the appropriate experience of business and commercial life, but the requirement for a “qualified” person is meaningless. Mediation is not a subject you can learn from a book. So, if you need to find a mediator, you will have no trouble in finding someone acceptable to both sides.
Mediation costs money. So if the sum in dispute is a small amount, even mediation may be unacceptable.
There seems to be some confusion in the EU regulations as to how far arbitration is included in the proposals. In many EU countries arbitration is either unregulated or confined to international issues like shipping and insurance. Here in Ireland, it is regulated very precisely by the Arbitration Act 2010.
As a result of that act, arbitration entails very similar procedures to those in formal litigation. Most arbitration is as expensive and time consuming as litigation. It is certainly not “alternative” dispute resolution in a way that saves time or money. That is why the courts do not promote it. We advise that you avoid it!
The new regulations require that if you know of a mediator, you should provide details. However, it seems to us that the last person your opponent would agree to use is someone with whom you already have a relationship. Indeed, it would be immoral if that person even agreed to accept repeated instructions.
From here numbering now once again relates to the paragraph in the document.
The law requires that when your internal complaint handling procedure is exhausted then you must tell your customers about using a mediation or arbitration platform. Your obligation is not to force the customer to use these means of dispute resolution but just to provide information. This is to encourage the customer to use ADR rather than litigating.
26.4: in the unlikely event that your business is a large organisation where you have voluntarily committed yourselves (to your trade association?) to use ADR then by all means provide the name, website and contact details of your selected ADR provider.
However, as an online seller of goods / services the law requires you to provide a link to online alternative dispute resolution platform which is at http://ec.europa.eu/consumers/odr/
You may find more details at:
http://www.irishstatutebook.ie/eli/2015/si/500/made/en/print
https://www.eccireland.ie/
Do not delete this paragraph. This is the requirement of law.
27. Miscellaneous matters
A number of special points. We have identified each of these as important to protect you. Some are relevant to particular paragraphs in the document, some apply more generally. Some are included to strengthen your position generally. Do not delete unless you are quite positive of the legal effect of doing so.
Notice of right of cancellation
At the end of the terms document, we have provided the information you must provide to a customer in order to comply with the Regulations. This is not optional. Do not delete or edit.
The first part is your notice to your customers. The second part asks your customer to exercise the opt out, so that cancellation does not apply. Your customer opts out by ticking the box to accept all the terms.
We have also provided the required information about the cancellation notice followed by the model form. Use a page break before showing these, so that they can be printed easily. If you will not supply a service unless your customer opts out, you can delete the cancellation form and the notice above it.