Salon Sites (UK) Ltd Standard Terms & Conditions

Part 1 – Standard Terms

This page tells you information about us and the legal terms and conditions (Terms) on which we sell any of the products or services (Website) listed on our website (our site) to you.

These Terms will apply to any contract between us for the sale of Website(s) to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Website from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Website 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 as set out in clause 7. Every time you wish to order a Website, please check these Terms to ensure you understand the terms which will apply at that time.

These Terms, and any Contract between us, are only in the English language.

  • 1. INFORMATION ABOUT US
    • 1.1 We operate the website www.salonsites.co.uk. We are Salon Sites (UK) Limited, a company registered in England and Wales under company number 09374707 and with our registered office at 112 Lakes Road, Braintree, Essex CM7 3AN (this is also our main trading address). Our VAT number is 223730632
    • 1.2 Contacting us if you are a consumer:
    • (a) To cancel a Contract in accordance with your legal right to do so as set out in clause 8, you just need to let us know that you have decided to cancel. You can e-mail us at support@salonsites.co.uk or contact our Customer Services team by telephone on 033 33 66 04 04 or by post to our address at clause 1.1 above. If you are emailing us or writing to us please include details of your order to help us to identify it.
    • (b) If you wish to contact us for any other reason, including because you have any complaints, you can contact us by telephoning our customer service team at 033 33 66 04 04 or by e-mailing us at support@salonsites.co.uk.
    • (c) If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
    • 1.3 Contacting us if you are a business. You may contact us by telephoning our customer service team at 033 33 66 04 04 or by e-mailing us at support@salonsites.co.uk. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 16.3.
  • 2. OUR WEBSITE
    • The images of the Website on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Website. Your Website may vary slightly from those images.
    • 3. HOW WE USE YOUR PERSONAL INFORMATION
    • We only use your personal information in accordance with our Privacy Policy. Please take the time to read our Privacy Policy as it includes important terms which apply to you.
  • 4. IF YOU ARE A CONSUMER
    • This clause 4 only applies if you are a consumer.
    • If you are a consumer, you may only purchase Website(s) from our site if you are at least 18 years old.
  • 5. IF YOU ARE A BUSINESS CUSTOMER
    • This clause 5 only applies if you are a business.
    • 5.1 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to purchase a Website.
    • 5.2 These Terms and our Privacy Policy constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
    • 5.3 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or our Privacy Policy.
    • 5.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
  • 6. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
    • 6.1 Our order process will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at the end of the order process.
    • 6.2 After you place an order, you will receive an e-mail from us acknowledging that we have received your order.
    • 6.3 If we are unable to supply you with a website, for example because that design is no longer available or because we cannot meet delivery for any reason or because of an error in the price on our site we will inform you of this by e-mail and we will not process your order. If you have already paid for the Website, we will refund you the full amount charged as soon as possible.
  • 7. OUR RIGHT TO VARY THESE TERMS
    • 7.1 We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.
    • 7.2 Every time you order Website from us, the Terms in force at the time of your order will apply to the Contract between you and us.
    • 7.3 We may revise these Terms as they apply to your order from time to time to reflect the following circumstances:
    • (a) changes in relevant laws and regulatory requirements
    • and/OR
    • (b) changes in our internal processes or offering
    • 7.4 If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of the affected Website or just the Website you have yet to receive. If you opt to cancel, we will arrange a full refund of the price you have paid.
  • 8. YOUR CONSUMER RIGHT OF RETURN AND REFUND
    • 8.1 If you are a consumer, you have a legal right to cancel a Contract [under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013] during the period set out below in clause 8.2. This means that during the relevant period if you change your mind or decide for any other reason that you do not want to go ahead, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your local Citizens’ Advice Bureau or Trading Standards office.
    • 8.2 Your legal right to cancel a Contract starts from the date of the Order Confirmation (the date on which we e-mail you to confirm your order), which is when the Contract between us is formed. Your deadline for cancelling the Contract is 14 days from that point.
    • (a) Your right to cancel remains in place until you instruct Salon Sites (UK) Ltd to put your website live. Should you instruct this before the 14 day cooling off period elapses it shall be deemed that you have accepted delivery of goods and your right to cancel the contract is waived
    • 8.3 To cancel a Contract, you just need to let us know that you have decided to cancel. You can e-mail us at support@salonsites.co.uk or contact our Customer Services team by telephone on 033 33 66 0404. If you are e-mailing us please include details of your order to help us to identify it. If you send us your cancellation notice by e-mail then your cancellation is effective from the date you send us the e-mail.
    • 8.4 If you cancel your Contract we will:
    • (a) refund you the price you paid for the Website so long as you have cancelled within the 14 day cooling off period and under the terms stipulated in term 8.2
    • (b) All website files provided will be deleted and removed and your Salon Sites account will be closed within 24 hours
    • 8.5 We will refund you on the credit card or debit card used by you to pay.
    • 8.6 Because you are a consumer, we are under a legal duty to supply a Website that is in conformity with this Contract. As a consumer, you have legal rights in relation to Website that are faulty or not as described. These legal rights are not affected by your right of refund in this clause 8 or anything else in these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
  • 9. DELIVERY
    • 9.1 We will supply you with an estimated delivery date for the completion of your website and we will complete the site within that time. [Please note that in certain circumstances you will be required to supply us with additional information following the placement of your order – such as domain name access details – In some circumstances it will not be possible for us to complete your order until you have supplied such information.]
  • 10. INTERNATIONAL DELIVERY
    • 10.1 If you are based outside of the UK we can still supply your website but we can not accept the following currencies as payment:
    • (a) Afgan Afgani
    • (b) Armenian Dram
    • (c) Angolan Kwanza
    • (d) Azerbaijani Manat
    • (e) Bosnian Herzigovinan Convertible Mark
    • (f) Bulgarian Lev
    • (g) Georgian Lari
    • (h) Kyrgyzstani Son
    • (i) Lesotho Loti
    • (j) Malagasy Ariary
    • (k) Macedonian Denar
    • (l) Mozambiquan Metical
    • (m) Romanian Leu
    • (n) Serbian Dinar
    • (o) Rewandan Franc
    • (p) Surinanese Dollar
    • (q) Tajikistani Somoni
    • (r) Turkish Lira
    • (s) East Carribian Dollar
    • (t) Zambian Kwacha
    • 10.2 If you order a website from our site we can only supply the site content in English, responsibility for replacing the content rests with you the Client.
    • 10.3 Your purchase and Contract with us is subject to UK law only, no local or international trading laws apply. Should you be based outside the UK your website will be hosted and maintained under UK legal restrictions and jurisdictions.
  • 11. PRICE OF WEBSITE AND DELIVERY CHARGES
    • 11.1 The prices of the Websites will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Website are correct at the time when the relevant information was entered onto the system.
    • 11.2 Prices for our Websites may change from time to time, but changes will not affect any order you have already placed.
    • 11.3 The price of a Product includes VAT (where applicable) at the applicable current rate chargeable in the UK. However, if the rate of VAT changes during the course of your contract, we will adjust the VAT you pay.
    • 11.4 Our site contains a large number of Websites and related products. It is always possible that, despite our best efforts, some of the Websites or related products on our site may be incorrectly priced. If we discover an error in the price of the Website or related product you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you by email. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Product and refund you any sums you have paid.
  • 12. HOW TO PAY
    • 12.1 You can only pay for Website using a debit card or credit card. We accept:
    • (a) VISA (Debit & Credit)
    • (b) MasterCard (Debit & Credit)
    • (c) American Express (Debit & Credit)
    • 12.2 Your initial setup costs and first month payment for your Website is taken in advance and your contract will begin from your order date, all monthly fees will re-bill on the same day each month until you cancel your contract
  • 13. OUR LIABILITY IF YOU ARE A BUSINESS
    • 13.1 Nothing in these Terms limits or excludes our liability for:
    • (a) fraud or fraudulent misrepresentation;
    • (b) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
    • (c) defective Website under the Consumer Protection Act 1987.
    • 13.2 We will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
    • (a) any loss of profits, sales, business, or revenue;
    • (b) loss or corruption of data, information or software;
    • (c) loss of business opportunity;
    • (d) loss of anticipated savings;
    • (e) loss of goodwill; or
    • (f) any indirect or consequential loss.
    • 13.3 Subject to clause 13.1, our total liability to you in respect of all 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 50% the price of the Website.
    • 13.4 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Website. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Website is suitable for your purposes.
  • 14. OUR LIABILITY IF YOU ARE A CONSUMER
    • 14.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence[, but we are not responsible for any loss or damage that is not foreseeable]. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract.
    • 14.2 We do not in any way exclude or limit our liability for:
    • (a) fraud or fraudulent misrepresentation;
    • (b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
    • (c) any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
    • (d) defective Website under the Consumer Protection Act 1987.
  • 15. EVENTS OUTSIDE OUR CONTROL
    • 15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 15.2.
    • 15.2 An Event Outside Our Control means any act or event beyond our reasonable control[, including without limitation; strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks [or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport].
    • 15.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
    • (a) we will contact you as soon as reasonably possible to notify you; and
    • (b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of a Website to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
    • 15.4 You may cancel a Contract affected by an Event Outside Our Control [which has continued for more than [30] days]. To cancel please contact us. If you opt to cancel, your account will be immediately suspended and your website will be taken down
  • 16. COMMUNICATIONS BETWEEN US
    • 16.1 When we refer, in these Terms, to “in writing”, this will include e-mail.
    • 16.2 If you are a consumer you may contact us as described in clause 1.2.
    • 16.3 If you are a business:
    • (a) Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing via e-mail or via the support section of your Salon Sites account area.
    • (b) A notice or other communication shall be deemed to have been received: one Business Day after transmission.
    • (c) In proving the service of any notice, it will be sufficient to prove, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
    • (d) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  • 17. OTHER IMPORTANT TERMS
    • 17.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you if this happens.
    • 17.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
    • 17.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms[, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise].
    • 17.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    • 17.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
    • 17.6 If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the purchase of Website through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland. International clients can only bring proceedings within the UK and are not protected by these terms.
    • 17.7 If you are a business, a 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 the law of England and Wales.
    • 17.8 If you are a business, we both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
    • 17.9 Salon Sites (UK) Ltd is not responsible for checking the legal entitlement for domain name purchases processed within the order system. Salon Sites UK is a reseller only and uses www.123-reg.co.uk for all domain purchases AFTER the completion of your order. It is entirely possible that the domain name you stipulated could have been purchased by another party in the time between placement of your order and the processing of your order by us. If the domain name chosen is no longer available we will:
    • (a) Inform you by email of the unavailability and provide a list of similar domains that are still available
    • (b) Inform you of the prices of those domains
    • 17.10 All card payments are processed through Stripe Inc. which holds card data for rebilling purposes in accordance with Stripe’s own terms and conditions and privacy policy which can be found at https://stripe.com/gb/terms
    • 17.11 The IP and design rights of all websites, website files, website databases, extensions, images and standard content remains the property of Salon Sites (UK) Ltd throughout the term of your contract with us. The customer simply has a non-exclusive licence to use said materials.
    • 17.12 The IP of any images, logos, or content supplied by the client or added by the client after purchase of the website remain the IP of the client

Part 2 – Service & Specific Contract Terms

  • BACKGROUND
    • (A) Salon Sites (UK) Ltd has developed certain software applications and platforms which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of website marketing
    • (B) The Customer wishes to use Salon Sites (UK) Ltd’s service in its business operations.
    • (C) Salon Sites (UK) Ltd has agreed to provide and the Customer has agreed to take and pay for Salon Sites (UK) Ltd’s service subject to the terms and conditions of this agreement.
  • AGREED TERMS
    • 18. INTERPRETATION
    • 18.1 The definitions and rules of interpretation in this clause apply in this agreement.
      • Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 19.3(d).
      • Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
      • Change of Control: Shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly
      • Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 28.5.
      • Customer Data: the data inputted by the Customer, Authorised Users, or Salon Sites (UK) Ltd on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
      • Documentation: the document made available to the Customer by Salon Sites (UK) Ltd online via www.salonsites.co.uk or such other web address notified by Salon Sites (UK) Ltd to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
      • Effective Date: the date of this agreement.
      • Initial Subscription Term: the initial term of this agreement
      • Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day.
      • Renewal Period: the period described in clause 31.1.
      • Services: the subscription services provided by Salon Sites (UK) Ltd to the Customer under this agreement via www.salonsites.co.uk or any other website notified to the Customer by Salon Sites (UK) Ltd from time to time, as more particularly described in the Documentation.
      • Software: the online software applications provided by Salon Sites (UK) Ltd as part of the Services.
      • Subscription Fees: the subscription fees payable by the Customer to Salon Sites (UK) Ltd for the User Subscriptions.
      • Subscription Term: has the meaning given in clause 31.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
      • Support Services Policy: Salon Sites (UK) Ltd’s policy for providing support in relation to the Services as made available at www.salonsites.co.uk or such other website address as may be notified to the Customer from time to time.
      • User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 26.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
      • Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
      • Website: any files, extensions, code or media which is linked with the client domain name. Based on the pre-determined “designs” available within the Salon Sites Order System. All files, code and media which can then be viewed via the customer domain name shall be referred to under the collective term “website” – this will also include any extensions added to the site during or after the customer’s initial order.
      • Extensions: are any code, plugin or additional functions added to a site to improve it’s overall performance and tasks it can perform. Extensions are classified by Salon Sites (UK) Ltd and the company reserves the right to determine what is deemed an extension. Extensions are installed by Salon Sites (UK) Ltd only and cannot be added to a website by customers only by Salon Sites (UK) ltd technicians.
    • 18.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
    • 18.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) [and that person’s legal and personal representatives, successors or permitted assigns].
    • 18.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    • 18.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
    • 18.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    • 18.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
    • 18.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
    • 18.9 A reference to writing or written includes faxes but not e-mail.
    • 18.10 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
  • 19. USER SUBSCRIPTIONS
    • 19.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 20.3 and clause 26.1, the restrictions set out in this clause 19 and the other terms and conditions of this agreement, Salon Sites (UK) Ltd hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.
    • 19.2 Subscriptions will commence on the date and time of the order being placed and will continue for an initial period of 12 months, rebilling once monthly at the price derived from the order selection nominated by the client during the order process
    • 19.3 In relation to the Authorised Users, the Customer undertakes that:
      • (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
      • (b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
      • (c) each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than yearly and that each Authorised User shall keep his password confidential;
      • (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Salon Sites (UK) Ltd within [5] Business Days of Salon Sites (UK) Ltd’s written request at any time or times;
      • (e) it shall permit Salon Sites (UK) Ltd to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at Salon Sites (UK) Ltd’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
      • (f) if any of the audits referred to in clause 19.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Salon Sites (UK) Ltd’s other rights, the Customer shall promptly disable such passwords and Salon Sites (UK) Ltd shall not issue any new passwords to any such individual; and
      • (g) if any of the audits referred to in clause 19.3(e) reveal that the Customer has underpaid Subscription Fees to Salon Sites (UK) Ltd, then without prejudice to Salon Sites (UK) Ltd’s other rights, the Customer shall pay to Salon Sites (UK) Ltd an amount equal to such underpayment as calculated in accordance with the prices set out in Part 1 within 10 Business Days of the date of the relevant audit.
    • 19.4 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      • (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      • (b) facilitates illegal activity;
      • (c) depicts sexually explicit images;
      • (d) promotes unlawful violence;
      • (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      • (f) in a manner that is otherwise illegal or causes damage or injury to any person or property;
      • and Salon Sites (UK) Ltd reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
    • 19.5 The Customer shall not:
      • (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
      • (i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
      • (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
      • (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
      • (c) use the Services and/or Documentation to provide services to third parties; or
      • (d) subject to clause 39.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
      • (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 19; and
    • 19.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Salon Sites (UK) Ltd.
    • 19.7 The rights provided under this clause 19 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
  • 20. ADDITIONAL USER SUBSCRIPTIONS
    • 20.1 Subject to clause 20.2 and clause 20.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in Part 1 and Salon Sites (UK) Ltd shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.
    • 20.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify Salon Sites (UK) Ltd in writing. Salon Sites (UK) Ltd shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request [(such approval not to be unreasonably withheld)].
    • 20.3 If Salon Sites (UK) Ltd approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of Salon Sites (UK) Ltd’s invoice, pay to Salon Sites (UK) Ltd the relevant fees for such additional User Subscriptions – if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
  • 21. SERVICES
    • 21.1 Salon Sites (UK) Ltd shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
    • 21.2 Salon Sites (UK) Ltd shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
      • (a) planned maintenance carried out during the maintenance window of [10.00 pm to 2.00 am UK time] and
      • (b) unscheduled maintenance performed outside Normal Business Hours, provided that Salon Sites (UK) Ltd has used reasonable endeavours to give the Customer at least [[6] Normal Business Hours’] notice in advance.
    • 21.3 Salon Sites (UK) Ltd will, as part of the Services and at no additional cost to the Customer, provide the Customer with Salon Sites (UK) Ltd’s standard customer support services during Normal Business Hours in accordance with Salon Sites (UK) Ltd’s Support Services Policy in effect at the time that the Services are provided. Salon Sites (UK) Ltd may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at Salon Sites (UK) Ltd’s then current rates.
  • 22. CUSTOMER DATA
    • 22.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
    • 22.2 Salon Sites (UK) Ltd shall follow its archiving procedures for Customer Data as set out in Privacy Policy available at www.salonsites.co.uk or such other website address as may be notified to the Customer from time to time], as such document may be amended by Salon Sites (UK) Ltd in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Salon Sites (UK) Ltd to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Salon Sites (UK) Ltd. Salon Sites (UK) Ltd shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Salon Sites (UK) Ltd to perform services related to Customer Data maintenance and back-up).
    • 22.3 Salon Sites (UK) Ltd shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at www.salonsites.co.uk or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Salon Sites (UK) Ltd in its sole discretion.
    • 22.4 If Salon Sites (UK) Ltd processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and Salon Sites (UK) Ltd shall be a data processor and in any such case:
      • (a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Salon Sites (UK) Ltd’s other obligations under this agreement;
      • (b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Salon Sites (UK) Ltd so that Salon Sites (UK) Ltd may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf;
      • (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
      • (d) [Salon Sites (UK) Ltd shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and]
      • (e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
  • 23. THIRD PARTY PROVIDERS
    • The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Salon Sites (UK) Ltd makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Salon Sites (UK) Ltd. Salon Sites (UK) Ltd recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Salon Sites (UK) Ltd does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
  • 24. SUPPLIER’S OBLIGATIONS
    • 24.1 Salon Sites (UK) Ltd undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
    • 24.2 The undertaking at clause 24.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Salon Sites (UK) Ltd’s instructions, or modification or alteration of the Services by any party other than Salon Sites (UK) Ltd or Salon Sites (UK) Ltd’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 24.1. Notwithstanding the foregoing, Salon Sites (UK) Ltd:
      • (a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
      • (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    • 24.3 This agreement shall not prevent Salon Sites (UK) Ltd from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
    • 24.4 Salon Sites (UK) Ltd warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
  • 25. CUSTOMER’S OBLIGATIONS
    • The Customer shall:
      • (a) provide Salon Sites (UK) Ltd with:
      • (i) all necessary co-operation in relation to this agreement; and
      • (ii) all necessary access to such information as may be required by Salon Sites (UK) Ltd;
      • in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
      • (b) comply with all applicable laws and regulations with respect to its activities under this agreement;
      • (c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Salon Sites (UK) Ltd may adjust any agreed timetable or delivery schedule as reasonably necessary;
      • (d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
      • (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Salon Sites (UK) Ltd, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
      • (f) ensure that its network and systems comply with the relevant specifications provided by Salon Sites (UK) Ltd from time to time; and
      • (g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Salon Sites (UK) Ltd’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
  • 26. CHARGES AND PAYMENT
    • 26.1 The Customer shall pay the Subscription Fees to Salon Sites (UK) Ltd for the User Subscriptions in accordance with this clause 26.
    • 26.2 The Customer shall on the Effective Date provide to Salon Sites (UK) Ltd valid, up-to-date and complete credit card details or approved purchase order information acceptable to Salon Sites (UK) Ltd and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
      • (a) its credit card details to Salon Sites (UK) Ltd, the Customer hereby authorises Salon Sites (UK) Ltd to bill such credit card:
      • (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
      • (ii) subject to clause 31.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period
    • 26.3 If Salon Sites (UK) Ltd has not received payment within 2 days after the due date, and without prejudice to any other rights and remedies of Salon Sites (UK) Ltd:
      • (a) Salon Sites (UK) Ltd may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Salon Sites (UK) Ltd shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
      • (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to [3]% over the then current base lending rate of [Salon Sites (UK) Ltd’s bankers in the UK] from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
    • 26.4 All amounts and fees stated or referred to in this agreement:
      • (a) shall be payable in currencies stipulated in the Basic Terms clause 10.1
      • (b) are, subject to clause 30.4(b), non-cancellable and non-refundable;
      • (c) are inclusive of value added tax, which shall be added to Salon Sites (UK) Ltd’s invoice(s) at the appropriate rate.
    • 26.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, Salon Sites (UK) Ltd shall charge the Customer, and the Customer shall pay, Salon Sites (UK) Ltd’s then current excess data storage fees. Salon Sites (UK) Ltd’s excess data storage fees current as at the Effective Date are set out in Part 1.
    • 26.6 Salon Sites (UK) Ltd shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 20.3 and/or the excess storage fees payable pursuant to clause 26.5 at the start of each Renewal Period upon 90 days’ prior notice to the Customer and Part 1 shall be deemed to have been amended accordingly.
    • 26.7 After the customer has completed their order additional information may be required in order for Salon Sites (UK) Ltd to complete the order (e.g. domain name access details). If the customer fails to provide these details reminders to do so will be automatically sent from Salon Sites (UK) Ltd’s system (customers are reminded to check spam folders for emails) but the customer will continue to be charged even if order completion required details have not been submitted.
  • 27. PROPRIETARY RIGHTS
    • 27.1 The Customer acknowledges and agrees that Salon Sites (UK) Ltd and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
    • 27.2 Salon Sites (UK) Ltd confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
  • 28. CONFIDENTIALITY
    • 28.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
      • (a) is or becomes publicly known other than through any act or omission of the receiving party;
      • (b) was in the other party’s lawful possession before the disclosure;
      • (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      • (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
      • (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    • 28.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
    • 28.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
    • 28.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    • 28.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Salon Sites (UK) Ltd’s Confidential Information.
    • 28.6 Salon Sites (UK) Ltd acknowledges that the Customer Data is the Confidential Information of the Customer.
    • 28.7 This clause 28 shall survive termination of this agreement, however arising.
    • 28.8 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
  • 29. INDEMNITY
    • 29.1 The Customer shall defend, indemnify and hold harmless Salon Sites (UK) Ltd against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:
      • (a) the Customer is given prompt notice of any such claim;
      • (b) Salon Sites (UK) Ltd provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
      • (c) the Customer is given sole authority to defend or settle the claim.
    • 29.2 Salon Sites (UK) Ltd shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any [United Kingdom] patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
      • (a) Salon Sites (UK) Ltd is given prompt notice of any such claim;
      • (b) the Customer provides reasonable co-operation to Salon Sites (UK) Ltd in the defence and settlement of such claim, at Salon Sites (UK) Ltd’s expense; and
      • (c) Salon Sites (UK) Ltd is given sole authority to defend or settle the claim.
    • 29.3 In the defence or settlement of any claim, Salon Sites (UK) Ltd may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 10 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
    • 29.4 In no event shall Salon Sites (UK) Ltd, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
      • (a) a modification of the Services or Documentation by anyone other than Salon Sites (UK) Ltd; or
      • (b) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Salon Sites (UK) Ltd; or
      • (c) the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from Salon Sites (UK) Ltd or any appropriate authority.
    • 29.5 The foregoing [and clause 30.4(b)] state[s] the Customer’s sole and exclusive rights and remedies, and Salon Sites (UK) Ltd’s (including Salon Sites (UK) Ltd’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
  • 30. LIMITATION OF LIABILITY
    • 30.1 This clause 30 sets out the entire financial liability of Salon Sites (UK) Ltd (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
      • (a) arising under or in connection with this agreement;
      • (b) in respect of any use made by the Customer of the Services and Documentation or any part of them; and
      • (c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
    • 30.2 Except as expressly and specifically provided in this agreement:
      • (a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Salon Sites (UK) Ltd shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Salon Sites (UK) Ltd by the Customer in connection with the Services, or any actions taken by Salon Sites (UK) Ltd at the Customer’s direction;
      • (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
      • (c) the Services and the Documentation are provided to the Customer on an “as is” basis.
    • 30.3 Nothing in this agreement excludes the liability of Salon Sites (UK) Ltd:
      • (a) for death or personal injury caused by Salon Sites (UK) Ltd’s negligence; or
      • (b) for fraud or fraudulent misrepresentation.
    • 30.4 Subject to clause 30.2 and clause 30.3:
      • (a) Salon Sites (UK) Ltd shall not be liable whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
      • (b) Salon Sites (UK) Ltd’s total aggregate liability in contract (including in respect of the indemnity at clause 29.2)], tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the [12] months immediately preceding the date on which the claim arose.
  • 31. TERM AND TERMINATION
    • 31.1 This agreement shall, unless otherwise terminated as provided in this clause 31, commence on the Effective Order Date and shall continue for the Initial Subscription Term (12 months) and, thereafter, this agreement shall be automatically renewed for successive periods of 3 months (each a Renewal Period), unless:
      • (a) either party notifies the other party of termination, via email, via customer account system or via phone call to our support team, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
      • (b) otherwise terminated in accordance with the provisions of this agreement;
      • and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
    • 31.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
      • (a) [the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment;]
      • (b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so;
      • (c) [the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;]
      • (d) 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
      • (e) 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 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;
      • (f) 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 that other party other than 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;
      • (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;
      • (h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
      • (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;
      • (j) 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 the other party’s assets and such attachment or process is not discharged within [14] days;
      • (k) 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 31.2(d) to clause 31.2(j) (inclusive);
      • (l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; [or]
      • (m) [there is a change of control of the other party; or]
      • (n) [any warranty given by Salon Sites (UK) Ltd in clause 24.4 of this agreement is found to be untrue or misleading.]
    • 31.3 On termination of this agreement for any reason:
      • (a) all licences granted under this agreement shall immediately terminate;
      • (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
      • (c) Salon Sites (UK) Ltd may destroy or otherwise dispose of any of the Customer Data in its possession unless Salon Sites (UK) Ltd receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Salon Sites (UK) Ltd shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Salon Sites (UK) Ltd in returning or disposing of Customer Data; and
      • (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
  • 32. FORCE MAJEURE
    • Salon Sites (UK) Ltd shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Salon Sites (UK) Ltd or any other party), failure of a utility service or transport or telecommunications 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 sub-contractors, provided that the Customer is notified of such an event and its expected duration.
  • 33. CONFLICT
    • If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
  • 34. VARIATION
    • No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  • 35. WAIVER
    • No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  • 36. RIGHTS AND REMEDIES
    • Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
  • 37. SEVERANCE
    • 37.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    • 37.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
  • 38. ENTIRE AGREEMENT
    • 38.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
    • 38.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
  • 39. ASSIGNMENT
    • 39.1 The Customer shall not, without the prior written consent of Salon Sites (UK) Ltd, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
    • 39.2 Salon Sites (UK) Ltd may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
  • 40. NO PARTNERSHIP OR AGENCY
    • Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
  • 41. THIRD PARTY RIGHTS
    • This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
  • 42. NOTICES
    • 42.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes as set out in this agreement.
    • 42.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
    • 42.3 112 Lakes Innovation Centre, Braintree, Essex CM7 3AN. Salon Sites (UK) Limited (may change from time-to-time).
  • 43. GOVERNING LAW
    • This agreement 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 the law of England and Wales.
  • 44. JURISDICTION
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
  • This agreement has been entered into on the date stated at the beginning of it.
  • SUBSCRIPTION FEES
    • The Subscription Fees shall vary depending on the website design ordered and any extensions (if applicable) which have been selected and which carry a monthly subscription fee. Standard designs with no added extensions are priced at £36.00 inc VAT per month.
  • EXCESS STORAGE FEES
    • Salon Sites (UK) Ltd’s excess storage fees current as at the Effective Date are set out below: Each Salon Sites website is limited as standard to 100 gigabytes of media (image, video and audio files) storage space. Customers may pay for extra storage – contact on a case-by-case basis.
  • EMAILS
    • Emails can be set up and hosted under Salon Sites (UK) Ltd’s servers. These are able to be added to your initial order or requested after order within the customer account area. Email packages are bought in blocks of 5 email addresses and a total storage allowance of 1GB per email account is provided with each package.
      • (a) Additional storage may be purchased as required at a cost of £6.00 per month for an additional 5GB of space.
  • Domain Names
    • 1. Domain names requested during the Order process are not reserved or charged for immediately.
      • (a) After the order is completed our developers will manually process the domain purchase transaction on the customer’s behalf
      • (b) Domains will be paid for by Salon Sites (UK) Ltd and re-charged to the customer using the card details provided, this will be taken automatically upon purchase of domain
      • (c) The domain name will be registered using the customer’s provided details meaning that the domain name will legally become the property of the customer once Salon Sites (UK) Ltd has successfully charged the customer for the cost of the domain purchase
      • (d) Domains purchased via Salon Sites (UK) Ltd will be hosted on Salon Sites (UK) Ltd’s domain registrar account (www.123-reg.co.uk) and will remain there unless a transfer is requested by the customer
      • (e) Domain transfers carry a one-time admin fee of £140.00+VAT to process. This will be taken in advance of the domain being transferred to the nominated domain host supplied by the customer
    • 2. Salon Sites (UK) Ltd will not request that Customers who already have domain names purchased privately before ordering a website have them transferred to Salon Sites (UK) Ltd’s control
      • (a) Customers will need to provide Salon Sites (UK) Ltd with their domain name control panel access details in order for their website to be able to “go-live”
      • (b) Responsibility for supplying these details rests entirely with the customer. Salon Sites (UK) Ltd will request these details via email and within the customer’s Salon Sites Account there is an area entitled “Details” where the information for accessing the domain should be added
      • (c) Failure to supply these details will mean that the website is unable to “go-live” but the customer will continue to be charged in accordance with these terms
      • (d) Supplying domain name control panel access details constitutes consent for Salon Sites (UK) Ltd to access the control panel and change the Name Servers for their domain to ns1.mysalon.site and ns2.mysalon.site in order that their website can “go-live” once completed
  • Breach of Contract
    • 1. Customers shall be deemed to have breached this contract if:
      • (a) They fail to make their monthly payment for a period of at least 3 days
      • (b) They upload pornographic, inappropriate, illegal or otherwise harmful content or media to their website. This includes but is not limited to; sexually explicit material, content or imagery designed to incite racial or religious hatred and/or violence, inappropriate images of children or minors or any other content deemed an inappropriate use of the website
      • (c) They attempt in any way to breach Salon Sites (UK) Ltd’s security protocols
      • (d) They in any way resell, or pass on to third parties, the services and offerings provided by Salon Sites (UK) ltd, whether the third party is aware that the material is the production of Salon Sites (UK) Ltd originally or not
    • 2. Salon Sites (UK) Ltd reserve the right to determine what constitutes a breach of contract. In the event that a breach of contract is deemed to have taken place Salon Sites (UK) Ltd reserve the right to suspend (without notice) a customer’s account and (if necessary) pass the details of that customer to the relevant authorities.
      • (a) Accounts that are suspended for any reason other than failure to make payment are likely to be permanently terminated without notice and, in situations where it is deemed that a law has been broken by the client, cease all direct contact with that client
      • (b) Accounts which have failed to make payment will simply have their website suspended until payment details are updated and payment is received. Once payment has been made the website will be re-instated as soon as possible but this process can take up to 24 hours
  • Extensions
    • 1. Extensions are only sold with a website or to an existing Salon Sites (UK) Ltd customer. No extension can be sold separately to a website or to any third party. Extensions are specifically used for plugging into Salon Sites (UK) ltd websites and will not be supplied otherwise.
    • 2. Extensions form part of the customer’s website to which they are linked. Upon cancellation of contract with Salon Sites (UK) Ltd no extensions are transferrable to another website or another platform
    • 3. Most extensions carry setup costs, these are simply to cover the time it takes to install and set them up on a customer’s website. Some also carry monthly fees and these are billed depending on the manner in which they are purchased by the customer
      • (a) If extensions carrying a monthly fee are ordered at the same time as the website then the website and extensions monthly charges will be combined into one recurring monthly payment
      • (b) If extensions carrying a monthly fee are ordered after the initial order is placed (within the customer account section for example) those extensions will be processed on the day of order and rebilled on that day on each recurring month – if this is a different date to the customer’s current billing date then the customer will receive separate bills in the month for the different extension addition dates
    • 4. If an extension is requested to be cancelled it will be immediately removed from the customer’s website and billing for the extension will be cancelled as of the day of the cancellation request. The functionality of the extension will be lost as will any media or information (if applicable) which had been stored within that extension