Terms & Conditions for the Supply of Goods & Services
This page (together with our Privacy Policy, Terms of Website Use and Website Acceptable Use Policy tells you information about us and the legal terms and conditions (Terms) on which we sell any of the Goods or Services listed on our website (our site) to you.
These Terms will apply to any contract between us for the sale of Goods and Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Goods or Services from our site. Please note that by ordering any of our Goods, you agree to be bound by these Terms and the other documents expressly referred to in it.
Please click on the terms acceptance button during the signup process if you accept these terms. If you refuse to accept these Terms, you will not be able to order any Goods or Services from our site.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time. Every time you wish to order Goods or Services, please check these Terms to ensure you understand the terms which will apply at that time.
The Customer's attention is particularly drawn to the provisions of Clause 12.
1. Interpretation
1.1 Definitions. In these Conditions, the following definitions apply:
1.a. Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
1.b. Commencement Date: has the meaning set out in clause 2.2.
1.c. Conditions: these terms and conditions as amended from time to time in accordance with clause 15.8.
1.d. Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
1.e. Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
1.f. Deliverables: the deliverables set out in the Order.
1.g. Delivery Location: has the meaning set out in clause 4.2.
1.h. Force Majeure Event: has the meaning given to it in clause 20.1.
1.i. Goods: the goods (or any part of them) set out in the Order.
1.j. Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.
1.k. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.l. Order: the Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order form.
1.m. Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.
1.n. Service Specification: the description or specification for the Services provided by the Supplier to the Customer.
1.o. Supplier: Pebbletree Limited registered in England and Wales with company number 05587730
1.p. Supplier Materials: has the meaning set out in clause 12.1(g).
1.2 Construction. In these Conditions, the following rules apply:
a. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
b. a reference to a party includes its personal representatives, successors or permitted
c. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
d. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
e. a reference to writing or written includes faxes and e-mails.
2. Basis of Contract
2.1. The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2. The Order shall only be deemed to be accepted when the Supplier issues a written dispatch notification to the Customer - at which point and on which date the Contract shall come into existence (Commencement Date)
2.3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 minutes from the time you select the item for purchase.
2.7. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3. Goods
3.1. The Goods are described in the Goods Specification.
3.2. The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
3.3. Tariffs are on a month by month basis, and unused minutes cannot be carried into the following month.
4. Ordering, shipping and the cancellation of Goods
We make every effort to ensure that our website has up-to-date information about product availability. If an item is not in stock, when you place an order, we will send you an e-mail advising you of when it will be available. However, if you wish to cancel the order at that stage you may do so. We will take appropriate steps to reimburse any payment you may have made in respect of the order.
4.1. Cancellation of orders may incur a cancellation fee. Please send us an email with your order number if you wish to cancel an order.
4.2. The Supplier shall ensure that:
4.2a. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.2b. if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
4.3. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.4. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.5. In most cases, we will ship products that are in stock the same day if your order is placed Monday-Friday, before 3.00pm GMT. If you order is placed after 3.00pm, it will be shipped the next working day. You should receive your order the next working day after we ship it. Pebbletree Ltd will make an effort to meet expected delivery dates; however, there may be times where delays are inevitable. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.7. If the Customer fails to accept or take delivery of the Goods within 10 Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
4.7a. delivery of the Goods shall be deemed to have been completed at 4.00 pm the next Business Day after we ship it; and
4.7b. the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.8. If 10 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
4.9. The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5 per cent more or less than the quantity of Goods ordered for that specific delivery.
4.10. The Supplier may deliver the Goods by installments. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment.
5. Returns and Refund
You have a right to return a product within 7 days of the delivery. The product must be unaltered, unopened and in re-saleable condition. However, we regret that we cannot accept returns of any items where the packaging has been unsealed. Please send an email before returning any item to us and we will advise you the address to return the item to. You are responsible for any shipping costs when returning an item. You are only entitled to refund if the product is unaltered, unopened and in resale condition.
6. Warranties
Pebbletree Limited makes no warranties, representations, statements or guarantees (whether express, implied in law or residual) regarding the website, the information contained on the website, your or your company's personal information or material and information transmitted over our system.
7. Quality of Goods
Please send us an email, if your product develops a fault. Please provide as much information as possible in your email. You must contact the relevant manufacturers technical support service to confirm a fault. Please send us an email before returning any faulty goods and we will supply you with a returns address and a returns authorisation code.
7.1. The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
7.1.a. conform in all material respects with their description and the Goods Specification;
7.1.b. be free from material defects in design, material and workmanship;
7.1.c. be fit for any purpose held out by the Supplier.
7.2. Subject to Clause 5.3, if:
7.2.a. the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
7.2.b. the Supplier is given a reasonable opportunity of examining such Goods; and
7.2.c. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
7.3. The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:
7.3.a. the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
7.3.b. the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
7.3.c. the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
7.3.d. the Customer alters or repairs such Goods without the written consent of the Supplier;
7.3.e. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
7.3.f. the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
7.4. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
7.5. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2.
7.6. In any event, the Customer shall have a 30 day satisfaction guarantee whereby they shall be able to return any Goods within 30 days from the Commencement Date and cancel the Contract. In such circumstances the Customer shall be liable for the first months payment and any damage caused to the Goods.
8. Repairs
Products will be repaired or replaced after testing by one of our engineers, within the warranty period. The customer will be responsible for the shipping cost of the product from the customer to Pebbletree Ltd.
9. Domain names
.uk domain names registration is subject to Nominet's Terms and Conditions
10. Title and Risk
10.1. The risk in the Goods shall pass to the Customer on completion of delivery.
10.2. Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
10.2.a. the Goods; and
10.2.b. any other goods that the Supplier has supplied to the Customer in respect of which payment has become due.
10.3. Until title to the Goods has passed to the Customer, the Customer shall:
10.3.a. hold the Goods on a fiduciary basis as the Supplier's bailee;
10.3.b. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
10.3.c. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
10.3.d. notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(l); and
10.3.e. give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may use the Goods in the ordinary course of its business.
10.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(l), or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
11. Supply of Services
11.1. The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
11.2. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
11.3. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.
11.4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
11.5. The Supplier shall use all reasonable endeavours to make available to the Customer at all times the Services but shall not, in any event, be liable for interruptions of Services.
11.6. The Supplier shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than 7 days the Customer will be notified of the reason.
12. Customer's Obligations
12.1. The customer shall:
12.1.a. ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
12.1.b. co-operate with the Supplier in all matters relating to the Services;
12.1.c. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
12.1.d. provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
12.1.e. prepare the Customer's premises for the supply of the Services;
12.1.f. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
12.1.g. keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.
12.2. If the Supplier's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
12.2.a. the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
12.2.b. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.2; and
12.2.c. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
12.3. The Customer will be provided with a unique username and password in order to make and receive calls on our network (VoIP credentials). The Customer is responsible for ensuring that these credentials cannot be obtained or used by any third party; this includes preventing unauthorised access or use of any system used by The Customer on which their VoIP credentials are stored.
The Customer's VoIP credentials are also accessible via our Control panel after logging in with The Customers account username and password; which are chosen by The Customer. It is the Customer's responsibility to ensure that their account username and password cannot be accessed or used by any third party.
For information regarding key tips on securing your systems please see (https://www.staysafeonline.org/stay-safe-online/protect-your-personal-information/passwords-and-securing-your-accounts).
The Customer accepts responsibility for all costs associated with any call or fax made through our network using their VoIP credentials.
13. Charges and Payment
13.1. The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
13.2. The charges for Services shall be as set out in the Order. The Supplier reserves the right to:
13.2.a. increase its charges for the Services. If such increase is not acceptable to the Customer, the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract; and
13.2.b. increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
13.2.b.1. any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
13.2.b.2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
13.2.b.3. any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
13.3. All charges payable shall be in accordance with the scale of charges and rates, published from time to time on our web site. All charges are either payable in advance of our service provision, or by post pay.
We reserve the right to change pricing at any time although all pricing is guaranteed for the period of pre payment and post pay.
13.4.1 Payment is due each anniversary month, quarter or year following the date the Services were established until closure notice is given. If you choose to pay by credit, debit card or direct debit you authorise PebbleTree Ltd. to debit your account renewal fees from your card or account.
13.5. All payments must be in UK Pounds Sterling.
13.6. Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend the provision of Services to you.
13.6a. If an account goes unpaid for at least ten days, the account and its associated services are suspended.
13.6b. Once an account has a suspended status, Access to services is explicitly denied. Any numbering assigned to you will be retained on your account.
13.6c. After ten days, you will be issued with a final reminder, failure to clear your account within a further 20 days may result in your account being closed and access to any numbering or services lost.
13.6d. In the event of account suspension or account closure, we reserve the right to charge you a re-activation fee in order to recover our administration costs.
13.7. The Customer authorises the Supplier to retain the Customer's payment information (ie. card details entered during account creation) for the purpose of payment in the event that the direct debit fails.
13.8. In the event that an invoice goes unpaid for any service or order, we reserve the right to recover our payment from any payment method registered with us, regardless of which payment method the original invoice was billed under.
13.9. We reserve the right to retain call credit, which is unused 12 months after activation. In this case, the call credit will be non-refundable.
13.10.All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
13.11.Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of four per cent per annum above the then current National Westminster Bank Plc's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgement, and compounding quarterly.
13.12.The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
13.13.For the avoidance of doubt, the Supplier shall be entitled to recover any amounts owed to the Supplier by the Customer as a debt.
13.14.The Supplier shall be entitled to undertake a credit check on all Customers.
14. Intellectual Property Rights
14.1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
14.2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
14.3. All Supplier Materials are the exclusive property of the Supplier.
Confidentiality
15.1. A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of the Contract.
16. Limitation of Liability: The customer's attention is particularly drawn to this clause
16.1. Nothing in these Conditions shall limit or exclude the Supplier's liability for:
16.1.a. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
16.1.b. fraud or fraudulent misrepresentation;
16.1.c. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
16.1.d. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
16.1.e. defective products under the Consumer Protection Act 1987.
16.2. Subject to clause 12.1:
16.2.a. the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under, or in connection with the Contract; and
16.2.b. the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value that the Customer has been invoiced for the goods and services over the previous 6 month period.
16.3. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
16.4. This clause 12 shall survive termination of the Contract.
17. Termination
17.1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
17.1.a. the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing of the breach;
17.1.b. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
17.1.c. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
17.1.d. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
17.1.e. the other party (being an individual) is the subject of a bankruptcy petition or order;
17.1.f. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
17.1.g. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
17.1.h. a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
17.1.i. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
17.1.j. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(b) to clause 13.1(i) (inclusive);
17.1.k. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
17.1.l. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
17.2. Without limiting its other rights or remedies, the Supplier may terminate the Contract:
17.2.a. with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
17.3. Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if:
17.3.a. the Customer fails to make pay any amount due under this Contract on the due date for payment; or
17.3.b. the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
17.4. Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.
18. Consequences of Termination
18.1. On termination of the Contract for any reason:
18.1.a. the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
18.1.b. the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
18.1.c. the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
18.1.d. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
18.1.e. The customer may be entitled to a refund of fees paid with the exclusion of domain names should You decide to cancel the Services. You will not be entitled to a refund on this basis if you have previously had an account with Pebbletree Ltd. It may be necessary to withhold refund under the Money Back Guarantee Policy if the account has utilised excessive resources, this is at the sole discretion of PebbleTree Ltd.
18.1.f. Where payment has been made by credit or debit card, any refund will only be issued to the same credit or debit card.
18.1.g. On termination of this Agreement or suspension of the Services we shall be entitled immediately to suspend use of any numbers or services on your account.
18.2. On termination of the Contract for any reason, save for circumstances where the Customer shall be entitled to terminate the Contract because the Supplier has become subject to any of the provisions set out under clause 13.1, the Customer shall be liable for all costs associated with the Contract. For the avoidance of doubt, this includes all charges for Services and Goods, save for circumstances where the Goods are returned to the Supplier in accordance with this Contract.
19. Cancellation
19.1. Cancellation of an account or a service must be done in writing before the last five working days of your current billing month, in which case you will only be liable for the remainder of that month (including any call charges incurred during that month).
19.2. Acceptable written forms of cancellation request are:
• By e-mail to support@soho66.co.uk
• By Post, to our registered office
19.3. A request for cancellation is only valid once we have confirmed acceptance of the request. We respond to all requests for cancellation within 24 hours of receipt therefore, if an acknowledgement has not been received within 24 hours, it should be treated as though it has not been received by ourselves.
19.4. If we receive a cancellation request later than 5 days before the end of your billing month, you will incur charges for the following month.
19.5. If you have paid for services beyond when we have billed you for, as stated above, we will give a full refund of the remaining balance, so long as the amount exceeds £2 (GBP).
19.6. No refund will be given for Domain Names once purchased; regardless of how long they are purchased for, or how long a term is left on the registration. If you cancel a specific service, and not a whole account, credits will not be transferred from one service to another unless by prior arrangement with us.
19.7. We may have promotions from time to time. These promotions may have separate refund policies associated with them. In this event, we will clearly display these alongside the promotion.
If you have any enquiries please don’t hesitate to Contact us
20. General
20.1. Force majeure:
20.1.a. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
20.1.b. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
20.1.c. If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 2 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
20.2. Assignment and subcontracting:
20.2.a. The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
20.2.b. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
20.3. Notices:
20.3.a. Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered via email.
20.4. Waiver and cumulative remedies:
20.4.a. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
20.4.b. Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
20.5. Severance:
20.5.a. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
20.5.b. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
20.6. No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
20.7. Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
20.8. Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.
20.9. Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
