Terms and conditions

  1. Introduction

1.1    These terms and conditions shall govern your use of our website.

1.2    By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you may not use our website.

1.3    If you [register with our website, submit any material to our website or use any of our website services], we will ask you to expressly agree to these terms and conditions.

1.4    You must be at least [16] years of age to use our website; by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least [16] years of age.

1.5    Our website uses cookies; by using our website or agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our [privacy and cookies policy].

  1. Credit

2.1    This document was created using a template from SEQ Legal (https://seqlegal.com).

  1. Copyright notice

3.1    Copyright (c) [year(s) of first publication] [full name].

3.2    Subject to the express provisions of these terms and conditions:

(a)    we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and

(b)    all the copyright and other intellectual property rights in our website and the material on our website are reserved.

(c )    any material that you provide, requiring our services, remains your intellectual property and will only be used for marketing/demonstration purposes, with your expressed permission.

  1. Licence to use website

4.1    You may:

(a)    view pages from our website in a web browser;

(b)    download pages from our website for caching in a web browser;

(c)    print pages from our website;

(d)    use our website services by means of a web browser, subject to the other provisions of these terms and conditions.

4.2    Except as expressly permitted by Section 4.1 or the other provisions of these terms and conditions, you may not download any material from our website or save any such material to your computer.

4.3    You may only use our website for your own personal and business purposes, and you may not use our website for any other purposes.

4.4    Except as expressly permitted by these terms and conditions, you may not edit or otherwise modify any material on our website.

4.5    Unless you own or control the relevant rights in the material, you may not:

(a)    republish material from our website (including republication on another website);

(b)    sell, rent or sub-license material from our website;

(c)    show any material from our website in public;

(d)    exploit material from our website for a commercial purpose; or

(e)    redistribute material from our website.

4.6    Notwithstanding Section 4.5, you may redistribute [our newsletter] in [print and electronic form] to [any person].

4.7    We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you may not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

  1. Acceptable use

5.1    You may not:

5.2    You may not use data collected from our website to contact individuals, companies or other persons or entities.

5.3    You must ensure that all the information you supply to us through our website, or in relation to our website, is [true, accurate, current, complete and non-misleading].

  1. Your content: licence

9.1    In these terms and conditions, "your content" means [all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website].

9.2    You grant to us a [worldwide, irrevocable, non-exclusive, royalty-free licence] to [use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media] OR [reproduce, store and publish your content on and in relation to this website and any successor website] OR [reproduce, store and, with your specific consent, publish your content on and in relation to this website].

9.3    You grant to us the right to sub-license the rights licensed under Section 9.2.

9.4    You grant to us the right to bring an action for infringement of the rights licensed under Section 9.2.

9.5    You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.

9.6    You may edit your content to the extent permitted using the editing functionality made available on our website.

9.7    Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

  1. Your content: rules

6.1    You warrant and represent that your content will comply with these terms and conditions.

6.2    Your content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

6.3    Your content, and the use of your content by us in accordance with these terms and conditions, must not:

(a)    be libellous or maliciously false;

(b)    be obscene or indecent;

(c)    infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d)    infringe any right of confidence, right of privacy or right under data protection legislation;

(e)    constitute negligent advice or contain any negligent statement;

(f)    constitute an incitement to commit a crime[, instructions for the commission of a crime or the promotion of criminal activity];

(g)    be in contempt of any court, or in breach of any court order;

(h)    be in breach of racial or religious hatred or discrimination legislation;

(i)     be blasphemous;

(j)     be in breach of official secrets legislation;

(k)    be in breach of any contractual obligation owed to any person;

(l)     [depict violence[ in an explicit, graphic or gratuitous manner]];

(m)   [be pornographic[, lewd, suggestive or sexually explicit]];

(n)    [be untrue, false, inaccurate or misleading];

(o)    [consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage];

(p)    [constitute spam];

(q)    [be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory]; or

(r)    [cause annoyance, inconvenience or needless anxiety to any person].

[additional list items]

  1. Limited warranties

7.1    We do not warrant or represent:

(a)    the completeness or accuracy of the information published on our website;

(b)    that the material on the website is up to date; or

(c)    that the website or any service on the website will remain available.

7.2    We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

7.3    To the maximum extent permitted by applicable law and subject to Section 12.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

  1. Entire agreement

8.1    Subject to Section 12.1, these terms and conditions[, together with [our privacy and cookies policy],] shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.

  1. Law and jurisdiction

9.1    These terms and conditions shall be governed by and construed in accordance with [English law].

9.2    Any disputes relating to these terms and conditions shall be subject to the [exclusive] OR [non-exclusive] jurisdiction of the courts of [England].

  1. Our details

10.1  This website is owned and operated by [name].

10.2  We are registered in [England and Wales] under registration number [number], and our registered office is at [address].

10.3  Our principal place of business is at [address].

10.4  You can contact us:

(a)    [by post, to [the postal address given above]];

(b)    [using our website contact form];

(c)    [by telephone, on [the contact number published on our website from time to time]]; or

(d)    [by email, using [the email address published on our website from time to time]].

[additional list items]

 

Section 11: Limitations and exclusions of liability

Contractual limitations and exclusions of liability are regulated and controlled by law, and the courts may rule that particular limitations and exclusions of liability in contracts are unenforceable. The courts are particularly likely to intervene where a party is seeking to rely on a limitation or exclusion of liability in its standard terms and conditions, but will also sometimes intervene where a term has been individually negotiated. The courts may be more likely to rule that provisions excluding liability, as opposed to those merely limiting liability, are unenforceable. If there is a risk that any particular limitation or exclusion of liability will be found to be unenforceable by the courts, that provision should be drafted as an independent term, and be numbered separately from the other provisions. It may improve the chances of a limitation or exclusion of liability being found to be enforceable if the party seeking to rely upon it specifically drew it to the attention of the other party before the contract was entered into.

Exclusions and limitations of liability in UK contracts are primarily regulated by the Unfair Contract Terms Act 1977 ("UCTA"). Contracts regulated by UCTA cannot exclude or restrict a party's liability for death or personal injury resulting from negligence (Section 2(1), UCTA). Except insofar as the relevant term satisfies the requirements of reasonableness, such contracts cannot exclude or restrict liability: (i) for negligence (which includes a breach of an express or implied contractual obligation to take reasonable care or exercise reasonable skill) (Section 2(2), UCTA); or (ii) for misrepresentation (Section 3, Misrepresentation Act 1967). In addition, if a contract is regulated by UCTA, and one of the parties is dealing on the other's written standard terms of business, then except insofar as the relevant contractual term satisfies the requirements of reasonableness the other party cannot: (i) exclude or restrict his liability in respect of a breach of contract; or (ii) claim to be entitled to render a contractual performance substantially different from that which was reasonably expected of him; or (iii) claim to be entitled, in respect of the whole or any part of his contractual obligation, to render no contractual performance at all (see Section 3, UCTA). UCTA includes various other restrictions, particularly in the case of contracts for the sale of goods and contracts under which possession or ownership of goods passes. If you wish to try to limit/exclude for liability in respect of reckless, deliberate, personal and/or repudiatory breaches of contract, you should specify this in relation to the relevant provision (for example, using the following wording: "The limitations and exclusions of liability in this Clause [number] will apply whether or not the liability in question arises out of any reckless, deliberate, personal and/or repudiatory conduct or breach of contract"). In many circumstances, however, the courts will find these types of limitations and exclusions to be unenforceable. Somewhat different rules apply to limitations of liability in contracts with consumers, and these provisions should not be used in relation to such contracts. These guidance notes provide a very incomplete and basic overview of a complex subject. Accordingly, you should take legal advice if you may wish to rely upon a limitation or exclusion of liability.