These Terms and Conditions explain the basis under which the Seller will provide the Services described at clause 2 for the price described at clause 4 to the Buyer.
The Buyer should read these Terms and Conditions very carefully to make sure that he understands exactly what is being agreed and that they contain everything that the Buyer wants.
In these Terms and Conditions, the following words and phrases have the following meanings:
|the person or company buying the Services
|a unit of Goods for which division of the unit would reduce the value of the Goods or damage the character of the unit
|'Confirmation of Acceptance'
|The Seller’s confirmation that the Buyer’s order has been accepted and a binding agreement has been formed for the supply of the Services
|data which are produced and supplied in Digital form
|'Goods and Services'
|the person or company buying the Services
|the Buyer and the Seller
|either one of the Buyer or the Seller
|the person or company selling the Services, contact details can be found at clause 21
|'Terms and Conditions'
|this document detailing the rights and responsibilities of the Parties
2.1 The Seller is under a legal duty to supply the Services using reasonable care and skill.
2.2 The Services will be performed insofar as reasonably practicable, at such time or times as the Seller shall decide. Any times, dates or periods given by the Seller for the provision of the Services are estimates only. The Seller will make reasonable efforts to comply with any such time estimates, and will perform the Services within a reasonable time. However, time is not of the essence in respect of the Seller’s performance of the Services.
2.3 The Seller is under a legal duty to supply Goods (including Digital Content) which are:
2.3.1 of satisfactory quality;
2.3.2 fit for purpose; and
2.3.3 as described by the Seller.
2.4 The Seller may modify or update, or require the Buyer or a third party to modify or update any Digital Content component of the Goods, provided that the Digital Content shall always match the description provided before purchase by the Buyer.
3.1 By ordering Services from the Seller, the Buyer makes an offer to buy the Services for the price indicated by the Seller. There is no binding contract between the Parties at the time when the order is made.
3.2 The Seller will contact the Buyer by email to confirm the order. This Confirmation of Acceptance is the Seller’s acceptance of the order made by the Buyer. When the Confirmation of Acceptance is received there will be a binding contract between the Parties in accordance with these Terms and Conditions. The binding contract will only be for the Services that are included in the Confirmation of Acceptance.
4.1 The Buyer must make payments in accordance with any schedule agreed with the Seller. VAT will be charged at the rate prevailing when each payment falls due.
4.2 Where a fixed price has been given, including the cost of any Goods, the Seller’s prices may change between the date of the order and the date of the Seller’s Confirmation of Acceptance in accordance with clause 3.2 above. Reasons for a price change include, but are not limited to a change in the amount that the Seller is charged by his supplier(s) or a change in the VAT rate. What happens when the price changes depends on whether the new price is lower or higher than the price agreed:
4.2.1 if the new price is lower than the fixed price previously agreed, the Seller will charge the lower price and dispatch the Goods;
4.2.2 if the new price is higher than the fixed price previously agreed, the Seller will either cancel the order or contact the Buyer to confirm whether he would prefer to cancel the order or pay the higher price for the Goods.
4.3 Where an estimate of the total price has been provided by the Seller, the same is not a binding indication of how much the Seller will charge. The final price for the Services may be higher or lower than the estimate. Circumstances where the price may be different from an estimate include, but are not limited to:
4.3.1 the Services taking longer to complete than could have reasonably been anticipated;
4.3.2 the Buyer making any changes to the Services after the price is agreed; or
4.3.3 changes to the prices charged by any of the Seller’s suppliers.
4.4 Without prejudice to any other legal right or remedy:
4.4.1 if any payment required under clause 4.1 is not received by the Seller by its due date, the Seller can charge interest on the outstanding sum or sums. Interest will be charged at the rate of 1% per annum above the Central Bank of Ireland base rate, such interest to accrue daily from the due date until payment is made; and
4.4.2 if the amounts not paid to the Seller when due total 10% or more of the total value of the Services, the Seller is entitled to suspend the performance of any remaining Services until such time as the outstanding payments are made.
4.5 The Buyer will not refuse to pay any amount which is owed to the Seller where there is only a minor or inconsequential defect or error in the performance of the Services.
5.1 The Goods will be at the Seller’s risk until delivered either to the Buyer or otherwise at the Buyer’s direction.
5.2 The ownership of the Goods shall not pass to the Buyer until the Seller has sent the Confirmation of Acceptance to the Buyer under clause 3.2 and has received payment in full for them, regardless of whether the Goods have been delivered to the Buyer at that date.
5.3 For the purposes of clause 5.1 if the Goods include Digital Content which is to be downloaded by the Buyer, the delivery of the Digital Content is effected at the time when it reaches the Buyer’s device.
6.1 The Buyer shall co-operate fully with the Seller in the performance of the Services. Such co-operation shall include, but is not limited to:
6.1.1 responding promptly and properly to any correspondence, request, query or communication from or on behalf of the Seller;
6.1.2 promptly providing any information, documentation, instruction, support or other assistance as the Seller reasonably requires;
6.1.3 promptly making any space, resources or facilities available as may reasonably be required by the Seller; and
6.1.4 paying any and all sums due under these Terms and Conditions on time.
6.2 If the Buyer does not comply fully and properly with his responsibilities under clause 6.1, the Seller may, without prejudice to his legal rights:
6.1.1 charge the Buyer for any costs or expenses thereby reasonably incurred; or
6.1.2 suspend the provision of the Services until such time as the Buyer complies so far as reasonably practicable with his responsibilities under these Terms and Conditions.
7.1 If the Goods are not of satisfactory quality, are unfit for purpose or are not as described, the Seller will either refund the Buyer in exchange for the return of the Goods, repair the Goods or replace them. It is the Seller’s choice as to which of these actions to take.
7.2 To trigger the Buyer’s right to a refund, repair or replacement of the Goods under clause 7.1:
7.2.1 the Buyer must notify the Seller of the problem with the Goods in writing using the contact details in clause 21 below within 30 calendar days of receiving the Goods;
7.2.2 the Seller must be satisfied that the Goods are not of satisfactory quality, are unfit for purpose or are not as described. The Seller will require an opportunity to determine this.
7.3 The Buyer will be deemed to have accepted the Goods once he has either communicated his acceptance of the Goods to the Seller, or has had a reasonable opportunity to inspect the Goods whether he has in fact inspected them or not. If the Goods form a Commercial Unit, the deemed acceptance by the Buyer of any part of that Commercial Unit shall be deemed acceptance by the Buyer of the whole of the Commercial Unit.
7.4 The Buyer cannot rely on a problem with the Goods as a reason for returning them if, before agreeing to purchase them, the Buyer was expressly informed of the problem, inspected a sample of the Goods or used a trial version of any Digital Content from which the problem was obvious.
7.5 The Buyer is not entitled to only reject part of the Goods pursuant to clauses 7.1 and 7.2 if the Goods form a Commercial Unit. In these circumstances, the Buyer must reject all or none of the Goods.
8.1 The Seller can, at its absolute discretion, choose to retain or instruct sub-contractors to carry out the Services in whole or part.
9.1 Nothing in these Terms and Conditions is intended to or does imply any partnership, fiduciary relationship, joint venture, agency or any other relationship between the Parties, save as provided for in these Terms and Conditions.
10.1 Nothing in these Terms and Conditions seeks to limit the liability of the Seller for fraudulent acts or omissions, death or personal injury caused under or in connection with these Terms and Conditions, whether arising in contract, negligence, tort, breach of statutory duty or otherwise.
10.2 Neither Party shall be liable to the other whether in contract, negligence, tort, breach of statutory duty or otherwise for any loss or damage sustained by the other Party indirectly or consequentially and including but not limited to economic loss or loss of profits, goodwill or business in general.
10.3 Subject to clauses 10.1 and 10.2, the Seller’s total liability to the Buyer will not, in any circumstances, exceed the total amount of the price payable by the Buyer.
10.4 In the event that the Buyer or his servants or agents breach these Terms and Conditions, or are negligent in his actions, the Buyer will, to the fullest extent permitted by law, indemnify the Seller against any liability, loss, claim, damage, expense suffered by the Seller as a result.
11.1 Any property or intellectual property rights in any material owned by the Seller shall belong to the Seller and the Buyer shall not cause or permit anything to endanger those rights or title, or permit, assist or encourage others to do so.
11.2 Any property or intellectual property rights in any material owned by the Buyer shall belong to the Buyer and the Seller shall not cause or permit anything to endanger those rights or title, or permit, assist or encourage others to do so.
11.3 Clauses 11.1 and 11.2 are subject to the right of the Parties to use any such material so far as is reasonably required to carry out the Services.
11.4 The Buyer warrants that any material, whether comprising documents, data, records or any other materials, that it provides to the Seller under these Terms and Conditions does not infringe the intellectual property rights of any non-Party. The Buyer agrees to indemnify the Seller against any loss, damage, cost, expense or claim of any kind that may arise as a result of such an infringement.
12.1 The Parties will use their best endeavours to keep confidential any confidential information relating to the other Party that is provided or otherwise accessed in the performance of the contract. Neither Party shall disclose any confidential information without the consent of the other Party, except in order to comply with the order of a court of competent jurisdiction or as required in connection with legal proceedings relating to or arising out of these Terms and Conditions.
12.2 The Parties’ obligations under clause 12.1 shall continue after the termination or completion of these Terms and Conditions unless or until the information concerned becomes public knowledge or is otherwise in the public domain through no fault of the Party bound to keep its confidentiality under this clause.
13.1 These Terms and Conditions can only be amended by the agreement of the Parties in writing with signatures on behalf of both.
13.2 The Seller is permitted to assign or transfer the Agreement or any rights or obligations under it, or subcontract the same for performance to a third party. The Buyer is not permitted to assign or transfer the Agreement or his rights or obligations under it without the prior written permission of the Seller.
14.1 If any of the provisions of these Terms and Conditions are unlawful, invalid or otherwise unenforceable, such provisions shall be severed from the remainder. The remainder of the Terms and Conditions will remain valid and enforceable notwithstanding any such severance.
15.1 For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Terms and Conditions are not intended to and do not confer any rights on any person who is not a Party. Any person who is not a Party does not have the right to enforce any provision of these Terms and Conditions.
16.1 The Seller shall not be liable for any delay or failure to perform any term or part of the Agreement due to circumstances beyond the reasonable control of the Seller. Such circumstances include – but are not limited to – industrial action, lock out, trade dispute, power failure, internet outage, fire, natural disaster or outbreak of war. As soon as is reasonably possible after the discovery of such circumstances, the Seller must notify the Buyer in writing of any anticipated or existing delay or failure in performance.
16.2 If the circumstances referred to in clause 16.1 above continue for a period of longer than 30 days, the Seller can terminate the Agreement by giving 30 days’ notice in writing to the Buyer. All money owing under the Terms and Conditions before the circumstances arose shall be paid immediately.
17.1 These Terms and Conditions and the Confirmation of Acceptance are the entire agreement between the Seller and the Buyer and supersede any and all prior terms, conditions, warranties or representations to the fullest extent permitted by law.
18.1 Any failure or delay by the Seller in using rights or powers provided by these Terms and Conditions shall not constitute a waiver of the whole or any part of these Terms and Conditions. The partial or sole use of any rights or powers provided by these Terms and Conditions shall not prevent any additional use of the same rights or powers. The rights, powers and remedies in these Terms and Conditions are additional to the rights of the Parties provided by law.
19.1 These Terms and Conditions shall be governed by and construed in accordance with Irish law and the courts of Ireland will have exclusive jurisdiction in relation to them.
In the event of a complaint of any nature the Seller can be contacted using the details below.
21.1 The seller is Sionnach Buí of Minna, Inverin, Galway, H91VH4C and can be contacted at Tel: +353874684910. In circumstances where the Buyer is required to contact the Seller in writing, he can write to the Seller at Minna, Inverin, Galway, H91VH4C or firstname.lastname@example.org.