Overview & Definitions
1. By placing an order through the ShopWired website (or by telephone or email) for a paid ShopWired account (either paying for the account monthly, annually or biennially, you are deemed to have accepted these terms and conditions, hereafter referred to as the/this "Agreement".
2. In this Agreement, the following definitions apply:
i) "The Company" means ShopWired/ShopWired.co.uk which are trading names of Platform 21 Limited. Platform 21 Limited is a company registered in England and Wales with Company Number 12507062, whose registered office is at Suite 3, 17 Wrens Court, Lower Queens Street, Birmingham B72 1RT.
ii) "The Service" means the service provided by ShopWired as defined below.
iii) "The Customer" means the individual or corporate entity that orders the service from the Company.
3. Where the Service is ordered by a customer that is a corporate entity (defined as either a limited company, public limited company, limited liability partnership, company limited by guarantee or registered charity), the individual that places the order (defined as the living person that physically places the order) hereby agrees to be jointly and severally liable for all the payments required to be made for the Service for the minimum period.
4. Where the Customer is an individual, it is not available to those under the age of 18 years.
5. The Service must not be used for any illegal purpose by the Customer. Should the Company discover that the Service is being used for illegal purposes, they will be entitled to immediately terminate this Agreement.
6. Any breach of these terms and conditions by the Customer may result in immediate termination of this Agreement by the Company. Such termination will be at the entire discretion of the Company.
7. The Company reserves the right to refuse the Service to anyone for any reason at any time.
8. The Company provides no warranty or guarantee that the Service will be uninterrupted, timely, secure or error-free at any time.
9. The Customer uses the Service at their own risk. The Service is provided on an "as-is" basis. This means that it is provided without any warranty or condition whether written, oral, implied or statutory.
10. The Company shall not be liable to the Customer for any loss incurred by the Customer as a result of the Customer's use of the Service. Whether the loss be direct, indirect, consequential or any other type of loss, the Company shall not be held liable by the Customer for such loss in any way whatsoever.
11. Should the Service become unavailable (in any way whatsoever) for any point of time, the Company shall not be liable to the Customer for any loss incurred by the Customer as a result of the Service becoming unavailable. Whether the loss incurred by the Customer as a result of the Service being unavailable be direct, indirect, consequential or any other type of loss, the Company shall not be held liable by the Customer for such loss in any way whatsoever.
12. Such losses referred to in terms 10 and 11 above include, but are not limited to, loss of sales, loss of profits, loss of customer goodwill, loss of search engine rankings, loss of advertising costs, loss of use, loss of data, or any other intangible losses whether or not explicitly referred to in this agreement.
13. The failure of the Company to exercise or enforce any of the terms and conditions of this Agreement shall not constitute any type of waiver of such right or provision.
Payment For The Service
14. The Customer is obliged to pay for the Service on the payment date, according to the payment period selected by the Customer when placing their order. From time-to-time the Company may make available the ability to pay for either one or two years service upfront in order to obtain a discount on the usual monthly fee. Whether such a discount is avaialble is at the entire discretion of the company and can be withdrawn at any time.
15(i) The Customer must make the payment for the service on the Payment Date. Where the Customer pays for the service monthly, the Payment Date is defined as the day of the month that the Customer ordered the Service. Where the Customer pays for the service each year, the Payment Date is defined as the day of the year that the Customer ordered the Service. Where the Customer pays for the service every two years, the Payment Date is defined as the day of the year that the Customer ordered the Service plus one year.
15(ii) By ordering the Service, the Customer grants the Company the right to automatically charge the Customer's registered Credit or Debit card on the Payment Date, without prior notice to the Customer. Should the Customer not wish to be charged for the Service on the Payment Date they should notify the Company in writing in accordance with term 23 of this Agreement.
15(iii) Where the Customer contacts their card issuing bank and initiates a chargeback on any payment made to the Company, the Customer will be liable to pay the Company a payment of £40 + VAT for each instance of a chargeback payment to cover the Company's administration costs in dealing with the chargeback.
16. The Company only accepts payment for the Service by Credit or Debit card made through the ShopWired account. Exceptionally, and at the sole discretion of the Company, payment for the Service may be made by the Customer via Bank Transfer or Direct Debit (through our third party provider GoCardless). Where the Customer does not pay for the Serivce via a Credit or Debit card, through the ShopWired account, the Company will be entitled to charge a 10% fee to cover the additional costs of payment administraiton and invoice generation. Payment for the Service cannot be made by Cheque or Cash.
17. Where the Customer does not make the payment on the Payment Date, the Company shall be entitled, at its sole discretion, to suspend the Service provided and charge 8% interest on any amount owing (the daily rate that will apply will be 0.0219%).
18. Should the Customer not make the payment within 14 days of the Payment Date, the Company shall be entitled to terminate this Agreement and the provision of the service without notice.
19. On the exercise of term 18 of this Agreement, and the suspension of the service under term 17 of this Agreement, the Company shall not be obliged to reactivate the Service under any circumstances.
20. Should suspension of the Service occur, under term 17 of this Agreement, the Customer may be required, at the sole discretion of the Company, to pay to the Company a reactivation fee to have the Service reactivated. The reactivation fee is in place solely to cover the costs of the Company in first suspending the service and in reactivating the service. The reactivation fee shall be no greater than £15.00 + VAT.
21. The price for the Service may, from time to time, be varied by the company. If the price of the service is to change the Company undertakes to provide no less than thirty days written notice to the Customer.
22. Such written notice, as described in term 21, may be provided by email and sent to the ShopWired registered account email address.
Cancellation Of The Service
23. The Customer can cancel the Service at any time, subject to all the relevant provisions of this Agreement. Cancellation must be made in writing by emailing email@example.com. The Customer agrees to provide the Company with one month's notice of their wish to cancel. On receiving a cancellation request from the Customer the Company will cancel the Customer's subscription payments and will be entitled to charge the customer's payment method an amount equivalent to a pro-rata charge for the notice period.
24. Where the Customer wishes to cancel the Service, no refunds for any prepayments made will be provided under any circumstances. Where the Customer purchases an SSL certificate from the Company, the SSL certificate cannot be transferred outside of the ShopWired Platform and used on a website not hosted on the ShopWired Platform. Should the customer cancel the Service, the Customer will not be entitled to a refund for any unused period of the SSL certificate.
25. Once the Service has been cancelled, the Company shall be entitled, without any notice to the Customer, to immediately and irrecoverably remove all data held by the Company in relation to the Customer's Service. Such data includes, but is not limited to, images, text, product data, customer data, email addresses, and any and all data in relation to the Customer's online store.
26. Should the Customer's registered payment method be unable to be charged successfuly by the Company, and should the Customer not submit a new, valid, payment method within 28 days of the payment date, the Company shall be entitled to cancel the service and act in accordance with the provisions of term 25 above.
Restricted Content / Acceptable Use Policy
27. Use of the Service is prohibited where the content of the website or products or services for sale fall within those defined at term (28) below. The examples described are not exhaustive and we may modify this policy at any time by posting a revised version on the ShopWired website.
28. You may not use, promote, facilitate, or instruct any third party to use, the Service for any illegal, harmful, offensive, fraudulent or infringing purposes or activities.
Offensive content is defined as any content which is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful and fraudulent activities include, but are not limited to, offering fraudulent goods or services, schemes or promotions (e.g. make-money-fast or Ponzi or pyramid schemes).
Infringing content is content that infringes the copyright, intellectual property rights or proprietary rights of others.
Harmful content is content or other technology that may damage or interfere with any system, program or data.
29. We reserve the right to monitor the content uploaded by you to ensure your compliance with our Acceptable Use Policy and, where we deem appropriate, investigate violations of this policy. We will immediately remove, disable or modify any content we find that violates this policy without notice to you and agree to contact you within 24 hours of same being completed. We may report any content or activity we suspect violates any law or regulation to the appropriate law enforcement officials.
At the sole discretion of the Company we may, on finding restricted content on your account, terminate this agreement without notice.
30. The Service is the provision of the online capability of the Customer to manage an online store. This means that the Company provides to the Customer the ability for the Customer to operate a website that allows the Customer's customers to purchase goods, services or digital products with a credit/debit card, or to order such goods, services or digital products for payment offline.
31. The Service comprises of a number of "tools", provided through the website at www.shopwired.co.uk, resources.shopwired.co.uk, our administration system at v5.shopwired.co.uk and our API services at connect.shopwired.co.uk and applications.shopwired.co.uk. The "tools" provided by the Company shall vary from time to time, with the addition of new "tools" and the removal of others. The Service does not comprise, nor is it reliant, on one particular "tool", but rather the collection of a number of "tools".
32. The "tools" provided by the Company are comprised at its sole discretion.
33. The Company respects the rights of Copyright holders to protect their intellectual property and enforce the removal of intellectual property where consent for its use or display has not been obtained.
34. Upon receiving notification from a Copyright holder that Copyright has been infringed on a store operated by the Customer, the Company shall contact the Customer immediately.
35. The Customer will then be entitled to respond to this notification directly to the Company (who shall then forward the response to the Copyright holder).
36. The Copyright holder shall then be entitled to respond to the Customer's response.
37. In these cases, the Company shall be entitled to decide, as its sole discretion, whether the intellectual property is removed or not. If the Company deems that the property shall not be removed, the Copyright holder should then apply to the appropriate court for a court order seeking the immediate removal of the intellectual property.
38. Where the Customer has been notified by the Company under term 34 of this Agreement, and the Customer has not removed such material or the Company has decided not to remove the material under term 37 of this Agreement, should the Company incur a loss as a result of the continued (or first instance) use of such material, the Customer hereby agrees to indemnify the Company for any and all such losses in relation to the Customer's infriging material, howsoever incurred by the Company.
39. The Service is subject to a Fair Use policy where the Customer has chosen a Standard ShopWired package (i.e. not Enterprise). Where the Customer’s use of the platform or visitor traffic exceeds a fair portion of the platform’s resources (such fair portion to be determined at the sole discretion of the Company) the Website may be disabled and the Customer will be invited in writing to upgrade your account to an Enterprise package. Where the Customer chooses not to upgrade the account to an Enterprise package, the Website may remain disabled and the Service will be refused to you in accordance with term 7.
40. Where the Customer expects an unusually large volume of website visitors and/or orders, the Customer is obliged to inform the Company in writing (to firstname.lastname@example.org) no later than 7 days prior to such an event. The Company will assess the likely impact of the increased usage of the Service by the Customer and may, at its sole discretion, request the customer makes payment to cover the deployment of additional server resources to ensure that the Service is provided by the Company to the Customer without interruption. Where the Customer does not provide notice of the Company in accordance with this term, the Company will be entitled to act in accordance with term (39) above at its sole discretion.
41. In accordance with terms 7, 8, 9, 10, 11 and 12, the Company does not accept any liability for any loss suffered by the Customer where it acts in accordance with term (1) and term (2) above whether the loss be direct, indirect or consequential. Such losses include, but are not limited to, loss of sales, loss of profits, loss of goodwill, loss of search engine rankings, loss of advertising costs, loss of use, loss of data or any other intangible losses whether or not explicitly defined.
42. Where the Company chooses not to exercise or enforce its rights under terms (39) and (40) such failure shall not constitute any type of waiver of such right or provision in the future.
43. The Customer hereby agrees to indemnify the Company against any losses incurred by the Company as a result of the Customer's use of the website where such use is contrary to these terms and conditions, is malicious, contrary to the laws of England or the country in which the Company resides, is present or operates, or where the Customer has deliberately or accidentally caused damage or changes to the ShopWired.co.uk website or online platforms described at term 31.
No Assignment By The Customer
44. The Customer may not assign this Agreement without the prior written consent of the Company. Such permission may be refused by the Company at its sole discretion.
Rights Of Third Parties
45. Nothing in this agreement shall provide or be constructed to provide any third party with any right of remedy, claim, cause of action or privilege.
Entire Agreement & Jurisdiction
46. This Agreement constitutes the entire agreement between the parties. It supersedes and excludes all prior written or oral representations or warranties made by the Company to the Customer.
47. This Agreement is written in accordance with English Law. All parties hereby submit to the exclusive jurisdiction of the courts of England and Wales should any dispute arise.
48. Should any term, warranty or condition, or any part of any term, part of any warranty, or part of any condition, be found to be unenforceable or contrary to the laws of England, the Customer hereby agrees that it shall not affect the validity or enforceability of the rest of this Agreement or the rest of the term, warranty or condition.
49. The Company reserves the right to place a text hyperlink from the Customer's website (as provided by the Service) back to the Company's website, (www.ShopWired.co.uk). Such right can be waived by the Company at the Customer's written request.
50. The Customer hereby agrees to let the Company place this hyperlink at the very bottom of the Customer's website.
51. The hyperlink shall be limited to a maximum of 7 words (including the name ShopWired.co.uk or ShopWired).
52. The colour, font and font-size of the hyperlink included on the Customer's website shall fit in with the rest of the website's design and theme.