This document (together with the documents referred to in it) sets out the terms and conditions on which we supply The Hub (Services) to you, the Customer. By ordering any of our Services, you agree to be bound by these terms and conditions.
Please reply to this booking to confirm your acceptance of this contract.
If you do not accept these terms and conditions, you will not be able to use The Hub. The Hub is owned by Nicholsons Accountants Limited (we/us). We are registered in England and Wales under company number 09774814 and with our registered office at The Point, Newland House, Weaver Road, Lincoln LN6 3QN. Our website is www.nicholsonsca.co.uk (the Site).
1.1 By placing an order for the use of The Hub, you confirm that:
(a) You are legally capable of entering into binding contracts;
(b) You will not use the Services or any of the rights granted by these terms for any obscene, illegal, immoral or defamatory purposes and will not in any way bring us or our name into disrepute;
(c) You will not in any way use Nicholsons Accountants name for the purpose of trading activities.
HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
2.1 After placing an order, you will receive an email from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer by you to buy Services from us. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an email that confirms that your order has been accepted (the Confirmation Email). The contract between us (Contract) will only be formed when we send you the Confirmation Email.
2.2 The Contract will relate only to those Services which we have confirmed we will provide in the Confirmation Email. We will not be obliged to supply any other services which may have been part of your order until the acceptance of such order for Services has been confirmed in a separate Confirmation Email.
2.3 In the event you cancel the proposed Services contained in your order giving 24 hours’ notice or less, you will be liable to pay the full cost of the Services and will not be due a refund of any monies paid at the time of booking.
SUPPLY OF SERVICES
3.1 Subject to earlier suspension or termination of the Services, the Services will commence on the date set out in the Confirmation Email (Start Date) and will be provided for the duration as set out in the Confirmation Email.
3.2 We shall use all reasonable endeavours to meet any performance dates specified in the Confirmation Email, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 All fees and charges are payable in Pounds Sterling.
4.1 You shall:
(a) Ensure that the terms of any order and any information you provide are complete and accurate;
(b) Co-operate with us in all matters relating to the provision of the Services;
(c) Provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(d) Obtain and maintain all necessary licenses, permissions and consents which may be required before the date on which the Services are to start.
4.2 If the performance of any of our obligations under a Contract is prevented or delayed by any act or omission by you or you fail to perform any relevant obligation in the Contract (your Default):
(a) We shall, without limiting our other rights and remedies, have the right to suspend performance of the Services until you remedy your Default, and to rely on your Default to relieve us from the performance of any of our obligations;
(b) We shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations set out in the Contract; and
(c) You shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from your Default.
5.1 The Services will be those services set out at the time your order is confirmed with us.
5.2 Any order for food and/or refreshments will require one calendar weeks’ notice, and must be paid for in advance. Any cancellations where clause 5 is applicable will still require payment in full for any food or refreshments ordered, and you will not receive a refund if these have been paid for in advance if cancellation is within a week of the date of supply.
PRICE AND PAYMENT
6.1 The prices of any Services will be as quoted online from time to time, except in cases of obvious error, and exclude VAT.
6.2 When the Contract is entered into you may be asked to pay the full cost of the booking.
6.3 We reserve the right at any time to withhold any Services (with or without notice) or to terminate the Contract if fees are not paid by the end of the day they are due. We may charge interest at 4% per month above the base rate of National Westminster Bank plc on any amount outstanding until payment is made in full.
7.1 Without prejudice to any rights that have accrued under these terms or any of the rights or remedies stated, we may at any time terminate a Contract with immediate effect by giving written notice to you if:
(a) You fail to pay any amount due under a Contract on the due date for payment; or
(b) You become insolvent or go into liquidation; or
(c) You suspend payment of your debts or are unable to pay your debts as they fall due; or
(d) You enter into any compromise or arrangement with your creditors to reschedule any of your debts; or
(e) Any action is taken for or in connection with your winding up; or
(f) An administrator is appointed over you; or
(g) You are the subject of a bankruptcy petition or order; or
(h) You or someone you have authorised to enter into our premises acts in a manner incompatible with ordinary office use or in breach of our office rules and regulations, such as safety; or
(i) You or someone you have authorised to enter into our premises acts in a manner which is or may be detrimental to our business reputation.
INTELLECTUAL PROPERTY RIGHTS
8.1 All intellectual property rights, which include but are not limited to all patents, copyright and related rights, trade marks, domain names, rights in goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered, registrable or not and including all similar or equivalent rights in any part of the world, subsisting in the Site shall be owned by us. 4
9.1 We warrant to you that the Services will be supplied using reasonable care and skill.
9.2 Save as set out elsewhere in these terms, we will not be liable for any loss you suffer as a result of our failure or delay to provide the Services or part of them as a result of an Event Outside Our Control. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation mechanical breakdown, strike or other industrial action, riot, terrorist attack or war, pandemic, Act of God, fire, explosion, storm, impossibility of the use of public or private transport, impossibility of the use of telecommunications networks or the delay, failure of any staff, manager or caretaker to perform their duties caused as a result of any foregoing or termination of our interest in the building containing The Hub or otherwise unless we do so deliberately or are grossly negligent.
9.3 We do not exclude or limit in any way our liability for:
(a) death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation; or
(c) For any deliberate breaches of these terms by us that would entitle you to terminate the Contract between us; or
(d) any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
9.4 Subject to clause 9.3 above, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(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 damage to goodwill; and
(g) any indirect or consequential loss. provided that this clause 9.4 shall not prevent claims for direct financial loss which are not excluded by any of categories (a) to (g) inclusive of this clause 9.4.
We strongly advise you to insure against all such potential loss, damage, expense or liability hereby excluded in this clause 9.4.
9.5 In the unlikely event that there is any defect with the Services or we cannot or do not provide the Services in accordance with the Contract please contact and tell us as soon as reasonably possible.
9.6 If for any reason we cannot provide you with the Services (or any part of them) in accordance with the Contract, then our liability is limited to crediting or returning to you a fair proportion of the relevant fee for use of the Services.
10.1 Except where we are negligent and subject always to clause 9.3, you will indemnify us in respect of all liability, claims, damages, loss and expenses, including on a full indemnity basis surveyor’s and legal fees, which may arise:
(a) from a third party in respect of our provision of Services to you;
(b) from a third party as a result of your use of the Services;
(c) if you do not comply with these terms including any Contract;
(d) from us having to enforce these terms or any Contract.
11.1 If you have any questions or if you have any complaints, please contact us. You can contact us by telephoning our reception on 01522 815100 by e-mailing us at firstname.lastname@example.org. Applicable laws require that some of the information or communications we send to you should be in writing. When using our Site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
12.1 All notices given by you to us must be by recorded delivery post to Nicholsons Accountants Limited. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 11 above. Notices to you will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice by us, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped, and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
13.1 The Contract is binding on you and us and on your respective successors and assigns.
13.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
13.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
13.4 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
13.5 If any of these terms or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
13.6 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede any previous arrangement, understanding or agreement between us, relating to the subject matter of any Contract.
13.7 We each acknowledge that, in entering into a Contract, (and the documents referred to in it), neither of us relies on any statement, representation, assurance or warranty (Representation) of any person (whether a party to that Contract or not) other than as expressly set out in these terms and conditions.
13.8 Each of us agrees that the only rights and remedies available to us arising out of or in connection with a Representation shall be for breach of contract as provided in these terms and conditions.
13.9 Nothing in this clause shall limit or exclude any liability for fraud.
13.10 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.
13.11 You will be subject to the policies and terms and conditions in force at the time that you order Services from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Confirmation Email (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven days of the Start Date).
13.12 Contracts for the purchase of Services through our Site and any dispute or claim arising out of or in connection with them or these terms or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
STANDARD SERVICES PROVIDED
14.1 We will provide the following office services during normal opening hours Monday to Friday; access to The Hub, personalised telephone answering by our operators, reception of your visitors by our receptionist, heating and (where available) air conditioning, lighting and electrical power, car parking, internet access, cleaning, servicing maintenance and repair of our equipment, use of kitchen, and sanitary areas.
14.2 You are responsible for virus protection on your systems.
14.3 You will not use the Internet services supplied by us to send, receive or store any material that is of a pornographic, obscene or illegal nature. We reserve the right to remove any offending material from your network and disconnect your Internet services with immediate effect until such time that you have reasonably satisfied us that this breach has been appropriately dealt with. Any client found to be sending unsolicited mail (“spam”) or in our opinion is not making a fair and legitimate use of the services, will have the relevant services immediately suspended / cancelled without refund or notice. You must act with due consideration for other users of the network. We reserve the right to suspend or terminate use of services with immediate effect if in our opinion you are in breach of this condition.
14.4 We may use any personal data which you provide to us and you consent to its use by us for market research and tracking of sales data in order to improve our future services and to send you other information about our products and services or events and promotions.
15.1 It is your responsibility to arrange insurance for your own property which you bring into the office and for your own liability to your employees and to third parties.
16.1 While your Contract is in force and for a period of six months after it ends you must not without our prior written consent solicit or offer employment to any of our employees . Any consent given by us shall be subject to you paying us a sum equivalent to 35% of the then current annual remuneration of the employee or, if higher, 35% of the annual remuneration to be paid by you to that employee.