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 Terms and Conditions for the Supply of Technical Support Services

This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the technical support services (Services) listed on our website at www.inbay.co.uk (our site). Please read these terms and conditions (Terms) carefully and make sure that you understand them before ordering any Services from our site. By ordering any of our Services, you agree to be bound by these Terms. You should print a copy of these Terms.

If you refuse to accept these Terms, you will not be able to order any Services from us.

1. INFORMATION ABOUT US

We operate the website www.inbay.co.uk. We are Inbay Limited, a company registered in England and Wales under company number 6729741 and with our registered office at 45 Broadwick Street, London W1F 9QW. Our main trading address is 45 Broadwick Street, London, W1F 9QW, United Kingdom. Our VAT number is GB 941 905 420.

2. YOUR STATUS

2.1 Our Services are designed for consumers and small businesses only. Please note that we do not supply any Services under these Terms for complex firewall configurations, wide area networks or virtual private networks, multi-subnet networks, VLAN set up and configuration, enterprise routers, domain or active directory based networks, file servers or file server operating systems or any server support or other complex systems. If you require such services, you will be required to sign up to our separate agreement for business services, which is designed for larger businesses with more complex IT systems.

2.2 You are not permitted to resell our Services to third parties.

2.3 By placing an order through our site or via any telephone service operated by us, you warrant that:

(a) you are legally capable of entering into binding contracts;

(b) you are at least 18 years old;

(c) you are resident in (and accessing our site from) the United Kingdom.

2.4 We do not accept orders from addresses outside the United Kingdom.

3. OUR SERVICES

3.1 We provide both one-off Services for a particular project (One-Off Services) and ongoing Services on an annual subscription basis (Subscription Services).

3.2 Our Services (whether One-Off Services or Subscription Services) include any or all of the following types of technical support in order to diagnose the cause of any technical problems reported by you, where we use our reasonable endeavours to provide solutions:

(a) Remote Access Support: remote access, via the telephone and your broadband (not dial-up) internet connection, to your computer and connected computer peripherals (if compatible). Please see clause 8;

(b) At Home Support: one of our technicians visits your home (or home office if you are a small business) in order to perform technical support services for your computer and connected computer peripherals (if compatible). Please see clause 9;

(c) In-Store Support: you visit one of our stores in order to receive in-store technical support services for your computer and connected computer peripherals (if compatible). Depending upon our current in- store price list, a copy of which is available in-store, this In-Store Support may be free of charge or available at a discount for customers using Subscription Services only (subject to any excluded repairs we may specify from time to time). Please see clause 10;

(d) Data Recovery Service: we use third party data recovery tools to try to recover your data. Please see clause 11.

3.3 If you wish to acquire any IT equipment from us, whether computer hardware, parts, peripherals or otherwise, our separate Terms and Conditions for the Sale of IT Equipment [Terms (Retail)] apply to in-store sales or sales at your home as part of At Home Support, but not to online, telephone, mail order or other sales made at a distance.

4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

4.1 After placing an order other than in-store, (whether to request One-Off Services or to subscribe to our Subscription Services) you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted, even if you have received an automated acknowledgement from us.

4.2 Your order constitutes an offer to us to buy our Services, which we can accept or reject in our sole discretion. All orders are subject to acceptance by us. Where you have ordered the Services online or otherwise other than in-store, paid the relevant fees and we have accepted that order we will confirm such acceptance to you by sending you an e-mail that confirms that the Services will be provided, whether One-Off Services or Subscription Services, (Email Confirmation).

4.3 The contract between us (Contract) will only be formed when we send you the Email Confirmation or when we commence the Services (if earlier). If we do not accept your order for any reason, we will refund any payments already made. If you visit us in-store, the Contract will be formed when we indicate that we have accepted your offer to purchase our Services subject to these Terms by taking payment from you or when we commence the Services, if earlier.

5. CONSUMER RIGHTS – NOT APPLICABLE TO BUSINESS CUSTOMERS

5.1 If you are not at our premises when you order our Services (such as where you order by telephone, online or by any other method at a distance) and you are contracting as a consumer and are not acquiring the Services for use in or by a business, you may cancel a Contract at any time within seven working days beginning on the date on which we send you the Email Confirmation or at any time before the Services commence (if earlier). For the avoidance of doubt, in the case of Subscription Services this cancellation right applies only within seven days of you commencing your initial subscription with us. If you wish to cancel a Contract within the seven day cooling-off period you must notify us within the prescribed period by email or fax.

5.2 A Contract cancelled by you within the seven day cooling-off period will be refunded in full. We will usually refund any money received from you using the same method originally used by you to pay for the Services (whether One-Off Services or Subscription Services).

5.3 We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we receive your written cancellation.

5.4 You hereby acknowledge and agree that if any Services have already commenced prior to the end of the seven day cooling-off period, you will not have the right to exercise your right of cancellation.

5.5 Details of your statutory right of cancellation, and an explanation of how to exercise it, are provided in the Email Confirmation. This provision does not affect your other statutory rights as a consumer.

5.6 Details of other ways in which the Contract between us may be terminated are set out in clauses 6.4, 6.5, 13, and 15.9.

6. YOUR OBLIGATIONS

6.1 You agree to provide such assistance and co-operation as we reasonably require to allow us to perform the Services and to follow our technicians’ instructions, including security instructions and advice on installing any security software or using your computer equipment and periphials.

6.2 Where you require online backup services, you will be required to enter into our separate standard agreement for such backup services.

6.3 You must have valid software licence keys for your operating system and applications and you agree to provide them and/or any necessary operating systems disks to us where requested so that we may perform the Services.

6.4 Our Services are subject to such fair usage limits as we shall specify (in our sole discretion from time to time. We may terminate or suspend your right to use the Subscription Services immediately by giving written notice to you if we have reason to believe that you are using the Services beyond reasonable levels.

6.5 We may terminate or suspend your right to use the Subscription Services if we have reason to believe that you are failing to take reasonable care of the computer equipment for which you request Services.

6.6 If you wish to acquire any third party software, such software will be licensed to you on such terms as the third party licensor or owner requires. Even where we assist you with the acquisition, installation and/or use of third party software, we make no representations nor give any warranties in relation to such software and you should contact the relevant third party if you have any issues in relation to such third party software.

7. NAMED INDIVIDUALS

7.1 Our consumer customers may buy our Services for the benefit of other named individuals who are also consumers and not buying the Services for use in or by a business, such as family members (Named Individuals), subject to the following conditions:

(a) you (rather than your Named Individuals) shall remain our customer at all times and you shall remain liable for your acts and those of any of your Named Individuals under these Terms;

(b) you warrant that each of your Named Individuals resides in the United Kingdom and will access our Services only from the United Kingdom;

(c) you warrant that each of your Named Individuals is a consumer who requests the Services for home use only;

(d) you acknowledge that you and any Named Individual may be required to provide certain details about those Named Individuals and you warrant that you have obtained the prior consent of all such Named Individuals to provide such information to us for this purpose;

(e) you will draw to the attention of your Named Individuals our Privacy Policy [Privacy Policy] and our Website Terms of Use [Terms of Use] and procure the prior agreement of your Named Individuals to be bound by them as if he were a party to these Terms; and

(f) you agree to indemnify us and hold us harmless against all losses which we suffer as a result of your breach of the provisions of this clause 7.1 or by any act or omission of any of your Named Individuals.

8. REMOTE ACCESS SUPPORT

8.1 Where the Services include Remote Access Support, we will need your authority to access remotely and take control of your computer and connected computer peripherals (if compatible), using our remote support software. You acknowledge that during such Remote Access Support information may be collected from your computer/computer peripherals and sent to us via an internet connection, including (but not limited to), details of the operating system, application software and hardware that you use and the security status of such equipment. We shall only use such information for the purpose of providing the Services to you and in accordance with our Privacy Policy [http://inbay.co.uk/privacy-policy] and for no other purposes (unless we are required by law enforcement office or court of competent jurisdiction to disclose the same).

8.2 Remote Access Support does not provide you with any residual software after the remote access session has ended and you will have no right to use such software for any other purpose. Please note that we have the option to manually install a shortcut on your computer, also called a ‘calling card’ with a link to launch the remote assistance software. We usually do this after the first support session and with your consent. Such consent would either be given to us via our internet chat facility or verbally over the telephone.

8.3 Minimum technical requirements for using our remote access support are set out here: [Minimum Technical Requirements].

9. AT HOME SUPPORT

9.1 Please note that At Home Support is only available to customers within the area of London known as Zones 1 to 6 for Transport for London purposes. Any At Home Support outside this area is in our sole discretion and may be subject to extra charges. At Home Support is provided to both consumers and for small businesses operated from home offices. Subject to availability, appointments may be booked for At Home Support between 9.00 am and 5.00 pm Monday to Friday and between 10.00 am and 4.00 pm on Saturdays (excluding public holidays in the United Kingdom). Any At Home Support provided outside these hours is in our sole discretion and may be subject to additional charges.

9.2 Once booked (whether by telephone, email or online) At Home Support appointments cancelled or postponed not more than 24 hours prior to the scheduled time may incur cancellation charges.

9.3 You must provide our technician with reasonable cooperation and full access at your premises to your equipment in respect of which the At Home Support has been requested, within a safe working environment with adequate working space, an electricity supply and an internet connection.

9.4 You or your representative (who must be at least 18 years) must be present for the entire duration of our At Home Support call.

9.5 If you do not comply with any of the provisions of this clause 9, our Services may be denied and a cancellation fee of 100% of the cost of the Services may be charged.

9.6 Our technicians will use reasonable endeavours to adhere to any appointment times for At Home Support, but we cannot always guarantee on time arrival. In case of delay, our technician will normally contact you to warn of delay. From time to time factors outside our reasonable control mean that we may have to reschedule an appointment. In such circumstances you can reschedule or cancel the appointment. If you are acquiring At Home Support as One-Off Services, you can elect to receive a refund of the fees paid if you do not want to reschedule an appointment.

10. IN-STORE SUPPORT

10.1 Where you elect to receive In-Store Support we will agree the remit of any proposed Services with you and estimated timescales for the Services, which are for guidance purposes only.

10.2 Usually you will be required to leave your computer and/or related computer peripherals with us for evaluation and, where possible, repair. Our insurance covers such items whilst they are in our possession.

10.3 If you have not collected your computer and related items from us within a reasonable period of us notifying you that they are ready for collection, we will contact you again in writing by post using the contact details you have provided to us. If you still have not collected such items within 90 days of our written notification and we have been unable to make contact with you having made all reasonable attempts within that 90 day period, we reserve the right to recycle or to dispose of your items without further liability to you.

11. DATA RECOVERY SERVICE

11.1 We carry out an initial evaluation free of charge to assess whether we can recover your data.

11.2 We use our best endeavours in carrying out the Data Recovery Service to attempt the recovery of your data, although this may not always be possible, particularly where we are presented with any damaged or defective media or hardware.

11.3 If the type/level of damage sustained or fault are beyond the scope of our data recovery tools, you may elect for us to send your media to our third party specialist data recovery partner’s facility for inspection.

11.4 You authorise us or our agents to conduct a free evaluation of the media you have provided to determine the nature of the damage and provide an estimate of the data recovery costs . We will not proceed with such work or instruct our agents to do so unless we have your approval to those costs.

11.5 You warrant that you are the owner or the authorised representative of the owner of the media and all data stored on it, which we will not disclose to anyone other than our data recovery partner for the purposes of performing the Data Recovery Service.

11.6 You hereby indemnify us against any losses or costs we may suffer or incur as a result of any claims made against us by third parties in relation to the data you have asked us to recover or the media on which it is stored.

11.7 Please note the following specific exclusions in relation to our liability for our Data Recovery Service (which are subject always to the provisions of clause 18 below):

(a) you acknowledge and agree that data recovery (whether in whole or in part) cannot be guaranteed and that you are aware of the inherent risk of damage to or destruction of data or its storage media in carrying out the Data Recovery Service;

(b) you acknowledge that the sole and exclusive remedy for unsatisfactory data recovery shall be (at our option) either (i) additional attempts by us to perform the Data Recovery Service to obtain satisfactory results; or (ii) a refund of any fee paid in advance for One-Off Services;

(c) we make no warranty, express or implied, and disclaim all liability to the fullest extent permissible by law for our Data Recovery Service;

(d) the competitive price we charge for the Data Recovery Service reflects the limits set out in this clause 11.7.

11.8 Please note that the Data Recovery Service fee is not included within the fee for the Subscription Services. Discounted rates may apply (in our discretion) to subscribers to the Subscription Services where we are able to perform the Data Recovery Service ourselves but not where the work is performed by a third party.

11.9 Where a fee relates to successful completion of the Data Recovery Service, such fee shall fall due when we recover all or any of the data which was not previously accessible or visible by you on your computer operating system. The costs for the Data Recovery Service include all shipping costs between us and our third party specialist data recovery partner’s facilities.

12. PRICE AND PAYMENT

12.1 The price for the Services will be as set out in the Email Confirmation, whether for One-Off Services or for Subscription Services, or as provided to you in-store with reference to our in-store price list (if sooner).

12.2 You will be required to provide payment before we provide the Services, unless otherwise agreed by us in writing or where ‘no fix, no fee’ or free diagnostic Services are offered by us.

12.3 Subscription Services are provided on an annual basis. You may pay the annual subscription fee in a single instalment annually in advance. Our customer services team on 0800 082 0609 provides advice on the use of continuous authority payments. Continuous authority will not apply, however, where an initial subscription has been purchased using a gift code (any pre-paid or free code issued by us to enable you to sign up for our Subscription Services either instore or online). In order to renew Subscription Services which have been initially paid for by gift code, you will be required to pay the renewal fee annually by continuous credit or debit card authority, as detailed above.

12.4 If you pay for the Subscription Services in one annual instalment in advance, the Subscription Services will continue for 12 months, following which we will offer you the opportunity to renew the Subscription Services for a further 12 month period. If we have not heard from you to the contrary prior to the renewal date in accordance with the provisions of clause 1.52 we will automatically renew the Contract and take payment in accordance with your continuous payment authority. If your initial subscription was purchased using a gift code, we will notify you of the need to renew the Subscription Services in advance. Payment for a renewal subscription will be taken using continuous credit or debit card authority..

12.5 Where the Contract has been terminated and you have paid all sums due to us under these Terms, we will send you written confirmation that your continuous authority agreement has been cancelled, where applicable.

12.6 Prices for One-Off Services are liable to change at any time, but price changes will not affect orders that we have confirmed in writing in an Email Confirmation. We may increase our prices for Subscription Services with effect from the next annual renewal date by giving you at least 30 days’ prior written notice where you pay by continuous authority.

12.7 If, as a result of such increase or for any other reason, you do not wish to continue with your annual subscription by paying on a continuous authority basis for Subscription Services beyond the initial 12 month term, you can give us at least 7 days’ prior written notice before the next renewal is due that you wish to terminate the Contract. You can notify us by email to team@inbay.co.uk or write to us at our Kingsway premises. Please see also clause 13.3. We also allow a 14 day ‘grace period’ following any such automatic renewal during which you may notify us that you did not wish to renew. The Contract will terminate immediately upon receipt of your notification and we will refund any renewal fees we have already collected in respect of the relevant renewal period. Such grace period will not apply, however, where you use the Subscription Services within the 14 day grace period.

12.8 Our prices include VAT. However, if the rate of VAT changes between the date of the Email Confirmation and the date of delivery of any One-Off Services, we will adjust the VAT you pay, unless you have already paid for the One-Off Services in full before the change in the rate of VAT takes effect. Where you pay for Subscription Services on an annual basis and have already paid for a year’s subscription fee in advance before the change in the rate of VAT, no further payment will be due.

12.9 In those exceptional circumstances where we have agreed any credit terms with you in writing, if you do not make any payment due to us by the due date for payment, we may charge interest to you on the overdue amount at the rate of 4% a year above the base rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount.

12.10 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend our performance of the Services (whether One-Off Services or Subscription Services) until you have paid the outstanding amounts.

12.11 We sometimes offer some or all of our Services on a trial basis and/or using discounts, discount codes and/or at promotional rates or on any upgrade basis, subject to the rules we operate for such schemes, written details of which will be provided to you prior to you partaking in such schemes. .

13. TERM AND TERMINATION

13.1 Where we provide One-Off Services, the Contract will terminate upon completion of those One-Off Services.

13.2 Where we provide Subscription Services, they will be provided on an ‘as required’ basis (subject to any usage limits or service exclusions we may impose from time to time in our sole discretion) on an annual basis, for a minimum period of 12 months from the date of the Email Confirmation or from when we start providing the Services, if earlier.

13.3 We will offer you the opportunity to renew the Subscription Services for a further 12 months at the end of the initial 12 month term where you pay annually in advance. The Contract for Subscription Services is for an initial 12 month period and it shall automatically renew after the initial 12 month term, unless you give us written notice that you wish to cancel the Contract in accordance with the provisions of clause 12.7.

13.4 We may give you 30 days’ written notice at any time to terminate the Contract. If we give you notice to terminate part way through a subscription year, we will refund you any fees you have paid in advance for the Subscription Services for the remainder of the unexpired term, unless you are in breach of the Contract.

13.5 We may terminate the Services with immediate effect upon written notice to you in the event that you are in breach of Contract. In such circumstances you will not be entitled to any refund of fees paid in advance for the Subscription Services for the remainder of the unexpired term.

13.6 Termination will not affect either party’s outstanding rights or duties, including our right to recover from you any money you owe us under these Terms.

14. TIMING

14.1 The Services will be performed within a reasonable time of the date of the Email Confirmation (for One-Off Services) (or within a reasonable time of commencement of the Services, if sooner) or within a reasonable time after the date of your request for any Subscription Services in-store or otherwise, unless there are exceptional circumstances.

14.2 Actual timings may vary, depending on such factors as the complexity of the issues, availability of staff, your accessibility and availability of components. As such, any times quoted are for guidance purposes only and time shall not be of the essence.

14.3 We will make every effort to complete the Services on time but there may be delays due to circumstances beyond our control. In this case we will complete the Services as soon as reasonably possible.

14.4 We may have to suspend the Services if we have to deal with technical problems, or to make improvements to the Services. We will let you know in advance where this occurs, unless the problem is urgent or an emergency.

15. QUALITY OF SERVICES

15.1 Unless we are prevented from doing so by a Force Majeure Event (as defined in clause 19.1), we will use our reasonable endeavours to provide Services which for a period of 30 days from the completion of the relevant Services:

(a) conform in all material respects with their description;

(b) are carried out with reasonable care and skill;

(c) are free from material defects in design, material and workmanship; and

(d) comply with all applicable statutory and regulatory requirements for supplying the Services in the United Kingdom.

15.2 Where we undertake a hardware repair for you we guarantee the repair and any refurbished or non-branded replacement parts for 90 days, except where liquid damage has been identified as the cause of the initial problem.

15.3 Within 30 days of us completing the Services (where clause 15.1 applies) or within 90 days of any hardware repair (where clause 15.2 applies) if, for any reason, you are not happy with the standard of Services we have provided please notify us in writing, giving full details of your concerns. Provided that you complaint is reasonably justified, that you have fulfilled all your obligations under these Terms and we cannot rectify the Services to your reasonable satisfaction, we will refund any fees for One-Off Services within a period of 30 days of your complaint. In the event that your complaint relates to the initial provision of our Services under Subscription Services, we will give you the option to: (i) have a refund of your entire fee for the Subscription Services and the agreement for our Services shall terminate; or (ii) have a refund of a sum equivalent to one-twelfth of the annual Subscription Services fee you have paid for the year in question and your subscription shall continue until the next renewal date.

15.4 Please note that the warranty set out in clause 15.1 does not extend to any problems arising after we have completed the Services which are caused by defective hardware, third party products, wear and tear or other factors outside our reasonable control.

15.5 The warranty set out in clause 15.1 is in addition to your legal rights in relation to Services which are not carried out with reasonable skill and care or which otherwise do not conform with these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

15.6 Please note, however, that whilst we shall use reasonable efforts to diagnose and solve problems reported to us, we may not always be able to do so, depending on the complexity of the issue. When you use One-Off Services, we will not charge you (and we shall refund any relevant fees paid) if we cannot fix the specific problem in relation to which you booked the One-Off Services, provided you have complied with these Terms and the Contract; otherwise, a cancellation charge may apply. There is no right to a refund for Subscription Services, which are general, ongoing support services rather than in relation to a specific problem, unless your concerns relate to the initial Services provided under your subscription, where the provisions of clause 15.3 will apply.

15.7 These Terms apply to any replacement Services we supply to you in the unlikely event that the original Services do not conform with these Terms.

15.8 You must provide us, in sufficient time, with any information and instructions relating to the Services that is or are necessary to enable us to provide the Services in accordance with these Terms.

15.9 If you do not, or you provide us with incomplete, incorrect or inaccurate information or instructions, we may cancel the Contract by giving you written notice, or we may make an additional charge of a reasonable sum to cover any extra work required.

15.10 You are responsible for backing up your own data. If we arrange for collection of any items from you, whilst we use best endeavours to use reputable courier companies for collection and delivery services, we are not responsible for loss of data, or loss of or damage to goods in transit. You are recommended to ensure that your property is adequately covered by your own insurance during transit and to arrange for your own collection and delivery where you have any concerns about risk.

15.11 We shall not be liable to you for:

(a) any acts or omissions of a telecoms service provider;

(b) fixing or replacing equipment which we diagnose as being faulty;

(c) providing any services outside the scope of these Terms;

(d) any failure by us which results from any breach by you of these Terms, or from your failure to implement any reasonable recommendations or instructions we have communicated to you;

(e) the introduction of any virus, malware or similar issues and you are recommended to take all reasonable steps to protect your computer and other hardware devices from such infections (although we may provide assistance in this respect in accordance with clause 15.13);

(f) third party application software bugs or inherent software or hardware faults or any other third party products, in which case we will recommend that you contact the relevant manufacturer;

(g) specific application software or hardware support in place of manufacturer warranty support for such manufacturer’s products;

(h) any production, organisational, creative or training services for specific application software, hardware or your personal or other data; or

(i) any other tasks which we deem (in our sole discretion) to be outside the scope of the Services.

15.12 Subscription Services only cover one single instance of virus removal per supported computer per subscription period, with the proviso that you must have installed up-to-date anti-virus software. Virus removal includes (but is not limited to) virus and/or spyware removal and the handling of operating systems corruption. Any additional advanced diagnostic and repair services may be made available to you at an extra cost.

15.13 Please note that our remote virus removal service requires your equipment to be linked to a fully working, stable and reliable landline broadband connection with a bandwidth of 256 Kbits/Sec. The remote virus removal service cannot be conducted over a mobile modem.

15.14 Whilst we shall use all reasonable endeavours to prevent viruses in accordance with best industry practice, you acknowledge that viruses may be outside our reasonable control and thus amount to a Force Majeure Event (see clause 19.1).

15.15 These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services to you. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded to the fullest extent permissible by law.

16. OUR STATUS

16.1 Please note that in some cases, we accept orders as agents on behalf of third party sellers. The resulting legal contract is between you and that third party seller, and is subject to the terms and conditions of that third party seller, which they will advise you of themselves. You should carefully review their terms and conditions applying to the transaction.

16.2 We may also provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking that products or services you purchase from third party sellers through our site, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller. If you would like information about your legal rights you should contact your local trading standards or Citizens Advice Bureau. We will notify you when a third party is involved in a transaction, and we may disclose your personal information related to that transaction to the third party seller.

17. INTELLECTUAL PROPERTY RIGHTS

The copyright, design right and all other intellectual property rights in any materials and other documents or items that we prepare or produce for you in connection with the Services will belong to us absolutely and you may not use them for any commercial purpose.

18. LIMITATION OF LIABILITY

18.1 We only supply the Services for domestic and private use and subject always to any stated maximum number of specified computers which we might determine from time to time.

18.2 We shall not be liable to you for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

18.3 Nothing in this clause 18 excludes or limits in any way our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability which cannot be excluded or limited under applicable law.

18.4 Subject to clauses 18.1, 18.2 and 18.3, our aggregate liability in respect of claims arising out of or in connection with the Contract or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed a sum equivalent to:

(a) the fees payable by you for the relevant One-Off Services, where the claim relates to any One-Off Services; or

(b) where the claim relates to the Subscription Services, the fees payable by you for the Subscription Services in the 12 month period immediately preceding the claim.

19. EVENTS OUTSIDE OUR CONTROL

19.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (Force Majeure Event), including (without limitation) any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, power outage or electrical failure, theft of computers or related equipment, viruses and other hostile computer acts, telecommunications failures, non-availability of third party data centres, acts of terrorism, civil riot or war).

19.2 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will extend the time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.

20. WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This clause does not affect your statutory rights.

21. ASSIGNMENT

You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.

22. NOTICES

All notices sent by you to us must be sent to us by email to team@inbay.co.uk. We may give notice to you at either the e-mail or postal address you provide to us. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

23. DATA PROTECTION

23.1 We will only use the personal information you provide to us to in accordance with our Privacy Policy [http://inbay.co.uk/privacy-policy].

23.2 Please note that calls to us may be monitored or recorded for training purposes, except where payment details are taken by telephone.

24. GENERAL

24.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

24.2 If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

24.3 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

24.4 These Terms shall be governed by English law and you and we both agree to the non-exclusive jurisdiction of the English courts. We do not accept orders from addresses outside the United Kingdom.

24.5 The Contract is binding on you and us and on our respective successors and assignees.

24.6 These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract.

24.7 We each acknowledge that, in entering into a Contract, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them.

24.8 Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.

24.9 We have the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.

24.10 You will be subject to the policies and terms in force at the time that you order the Services from us, unless any change to those policies or these Terms is required by law or government or regulatory authority in which case it will apply to orders you have previously placed that we have not yet fulfilled.