Website Terms and Conditions of Sale “Terms of Sale”
This page (together with the documents referred to on it) tells you the terms and conditions on which we supply the services (the “Online Services”) on our website www.givingwithcertainty.co.uk (“the Website”) to you. Please read these terms and conditions carefully before ordering any Online Services for charity donations, legacy giving and legacy gifting.
You understand that by ordering any of our Online Services, you agree to be bound by these Terms of Sale. Please understand that if you do not accept these Terms of Sale, you will not be able to order any Online Services from our Website.
The Website contains information and content, such as text, graphics, software, images and other such materials created by Certainty (the “Certainty Material”) and other content created by you, third parties and other users of the Website (the “User Material”), Certainty Material and User Material are collectively referred to as “the Material”.
1. INFORMATION ABOUT US
www.givingwithcertainty.co.uk is a Website operated by Will Certainty Limited and Data Certainty Ltd (“Certainty”) and/or (“we”, “us”). Will Certainty is a limited company registered in England and Wales under company number 05914179 and Data Certainty is a limited company registered in England and Wales under company number 06256187. Both have their registered office at The Chapel, Chapel Lane, Lapworth, B94 6EU.
Giving with Certainty is an online advertising business. It exists in order to facilitate the provision and centralisation of information, available on the internet, which pertains to the act of leaving a Legacy Gift to UK-registered charities. The site contains a database of UK charities which visitors are able to search through by “region”, “area of activity” or “charity name”. The site also contains information concerning Legacy Giving and Charity Donations.
2. SERVICE AVAILABILITY
Access to this Website may not be legal by certain persons or in certain countries. If you access the Website from outside of the United Kingdom and Ireland (“the Serviced Countries”) you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
3. YOUR STATUS
By placing an order for Online Services through our Website, you warrant that you are: (a) legally capable of entering into binding contracts; and (b) at least 18 years old; and (c) resident in one of the Serviced Countries; and you are accessing our Website from that country.
4. REMOVAL OF PERSONAL INFORMATION
Should you at any time wish to remove any information held about you by us, please contact us at customerservice@givingwithcertainty.co.uk and we will remove and destroy your information within 5 days of such request.
5. YOUR RIGHT TO CANCEL YOUR AGREEMENT WITH US
Subject only to credit approval being obtained and after receipt of your signed Application Form the term of this contract begins on the date Certainty up load’s the advert to allow you to begin to use the Online Service and shall continue for 12 months (the 'Initial Term'). At the end of the Initial Term this contract will continue unless otherwise agreed between us in writing. After the Initial Term either of us may end this contract by giving 3 months written notice. If you terminate this contract before the end of the Initial Term, other than for un-remedied breach of this agreement by Certainty (where such breach has not been remedied within 14 days of written notice requiring it to be remedied), all fees payable up to the end of the Initial Term will become payable straight away. Any termination notice you provide to Certainty must be in writing and sent to our registered office address by recorded delivery.
6. AVAILABILITY OF THE SERVICES
On occasion, technical problems may delay or prevent delivery of the Online Services. We shall do what we reasonably can to maintain an Internet presence for the Website but cannot guarantee continuous, uninterrupted use especially where we have to carry out routine maintenance, repairs, reconfigurations or upgrades or in circumstances beyond our control. In the event of significant anticipated downtime for routine maintenance, repairs, reconfigurations or upgrades or where we become aware of a significant interruption preventing access to the Website outside of our control we will use our reasonable endeavours to contact you in advance of any downtime. Where interruption to your access to the Website is caused by factors within our direct control we will use reasonable endeavours to resolve the issue that has led to the services being suspended and shall reinstate the services as soon as it is reasonably possible to do so.
7. THIRD PARTY SOFTWARE
To make full use of the Website or links to other websites it may be necessary to use particular computer equipment or to download or install certain pieces of software. If you are unable to access all or part of the Website because it does not automatically include access to any necessary software or equipment, this shall not constitute a breach of any agreement by Certainty and to the fullest extent permissible by law Certainty shall not be liable for any loss, damage or expense which may result from your inability to access the Website.
8. SUBMITTING CONTENT TO THE WEBSITE
8.1. You shall remain solely liable for any material you submit to this Website. In submitting any material to this Website you hereby agree to indemnify, and keep indemnified, Certainty, its parent, affiliates, directors, officers and employees from and against any and all claims, liability, costs, damage, other expenses or loss we may incur (including without limitation legal fees) as a result of any material you submit or any violation by you of your obligations under these Terms of Sale.
8.2. By submitting any material to the Website, you agree to grant Certainty an irrevocable, free of charge, non-exclusive, worldwide, perpetual licence to use such material in the provision of services to you and/or related to the Online Services.
9. INFORMATION PROVIDED
If you are uploading information or content, you warrant that the information or content that you provide is accurate, complete and are responsible for ensuring that this information or content is promptly updated if there are any changes to the information or content provided. For more information regarding how personal information is utilised by us please see our Privacy Policy.
10. ONLINE PRICE AND PAYMENT
10.1. The price of any Online Services will be as quoted by us or on our Website from time to time, except in cases of obvious error. These prices exclude VAT. Prices may be liable to change at any time.
10.2. We are under no obligation to provide the Online Service to you at the incorrect (lower) price, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
10.3. Payment for all Online Services must be by credit, invoice, debit card or direct debit mandate.
11. CHARGES
11.1. Payment of all invoices shall be due when delivered. If we do not receive payment within 28 days after the invoice date we can claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and on at least 5 days notice, suspend any or all of the Online Services until payment of the invoice, any interest above and any sums below are due to us. If we suspend your access to the Online Services under this Clause 11.1 we do not guarantee that we will be able to recommence the provision of such Online Services to you in the same way as they were provided prior to the suspension, such as, by way of example only, the prominence or positioning of advertising on the Website.
11.2. We reserve the right to vary charges for the Online Services after the Initial Term by giving you not less than 30 days prior written notice to take effect from the last day of the month following the month in which such notice is given. After the Initial Term, we may adjust our charges for the Online Services no more often than once per twelve (12) month period.
12. OUR LIABILITY
12.1. Whilst we will do what we reasonably can to maintain an Internet presence for the Website and we will carry out regular virus checking of the Website server, Certainty does not warrant that the Website will be available at all times, operate error-free or that the Website and its server are free of computer viruses and other harmful code. If your use of the Website or the Material results in the need for servicing or replacing equipment or data, to the extent permitted by law (and subject to Clause 12.5) Certainty is not responsible for those costs.
12.2. The Website and Material are provided on an “as is” basis without any warranties of any kind. Certainty and its suppliers, to the extent permitted by law (and subject to Clause 12.5), disclaim all warranties, including without limitation the warranty of merchantability, non-infringement of third parties' rights, and the warranty of fitness for particular purpose. Whilst we will do what we reasonably can to maintain the accuracy of the Certainty Material, to the extent permitted by law (and subject to Clause 12.5). Certainty and its suppliers make no warranties about the accuracy, reliability, completeness or timeliness of the Material, the Website, services, software text, graphics and links or about the results obtained from using them.
12.3. Subject to Clause 12.5, Certainty will not be liable in any way for any increased costs or expenses, loss of profit business contracts revenues or expected savings or any special indirect or consequential damage whatsoever arising out of any provision or use of the Online Services, the Website or of any error or defect in either or of the performance non-performance or delayed performance of the Online Services by us.
12.4. Subject to clause 12.5, our total aggregate liability for any loss or damage arising out of, or in connection with your use of the Website or the Online Services will not exceed the greater of:
(i) the actual payment received by us from you for the Online Services during the previous 12 months of this agreement; or,
(ii) the amount which would have been payable by you for the Online Services in the Initial Term.
12.5. Nothing in these Terms of Sale will exclude or limit Certainty’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.
12.6. Where you buy any product/services from a third party seller through our Website, the seller's individual liability is as set out in the seller's terms and conditions.
13. INDEMNITY
13.1. If you use the Website to submit information for or on behalf of a third party ('Third Party') you are responsible for any error in the accuracy of information provided to Certainty or failure to properly obtain the consent of a Third Party in connection with such use and will indemnify and keep indemnified Certainty, its employees and agents, from and against any and all claims, liabilities, damages, costs, actions or demands, including without limitation all legal and accounting costs, alleging or resulting from any inaccuracies in the information you submit or your breach of these Terms of Sale. Where making any use of Third Party information you must inform the Third Party of all terms and conditions applicable to such use.
13.2. You agree to indemnify and keep indemnified Certainty, its partners from time to time being, its employees and agents, from and against any claims, liabilities, damages, costs, actions or demands, including without limitation reasonable legal and accounting costs, alleging or resulting from your use or misuse of the Material or your breach of these Terms of Sale, except to the extent that such claims, liabilities, damages, costs, actions or demands are caused by Certainty.
14. TERMINATION
14.1. If you materially breach these Terms of Sale, Certainty shall have the right to terminate these Terms of Sale (and suspend your use of the Website and Online Services) straight away if the breach is capable of being remedied and has not been remedied within 14 days of receipt of written notice requiring it to be remedied. If the breach is not capable of being remedied Certainty may immediately terminate these Website Terms (and your use of the Website).
14.2. Either party to these Terms of Sale may terminate these Terms of Sale on written notice to the other if or enter into compulsory or voluntary liquidation or compound with or convene a meeting of its creditors or has a receiver or manager or administrator appointed or ceases for any reason to carry on business or take or suffer any similar action which in our opinion means that it may be unable to pay its debts.
15. WRITTEN COMMUNICATIONS
When using our Website, you accept that communication with us will be mainly electronic. We will contact you by email 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.
16. EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations to provide the Online Services that is caused by events outside our reasonable control.
17. MISCELLANEOUS
Except as expressly provided in a particular Policy or material on particular web pages of the Website, these Terms of Sale the Website Terms and Privacy Policy constitute the entire agreement between you and Certainty with respect to use of the Website. Any clause in these terms and conditions that is found to be invalid or unenforceable shall be deemed deleted and the remainder of these terms and conditions shall not be affected by that deletion. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Nothing in these terms and conditions shall confer on any third party any benefit or the right to enforce any provision of these terms and conditions. We have the right to amend these Terms of Sale from time to time on 28 days notice to you.
18. GENERAL
18.1 All Advertisements accepted for publication by Data Certainty Limited are accepted subject to these terms and conditions. Any other conditions proposed by the Buyer shall be void unless accepted by Data Certainty Limited in writing.
18.2 In these conditions:
"Advertiser" means the person whose goods or services are advertised;
"Advertisement" means online advertising.
"Buyer" means the person placing the order for the insertion of the Advertisement;
18.3 givingwithcertainty is a trading style of Data Certainty Limited.
18.4 Data Certainty Limited reserves the right to cancel any order without liability in the event of becoming aware of any meetings of creditors, bankruptcy, liquidation proceedings, the appointment of a receiver or administrative receiver over the whole or substantial part of the Buyer's assets, or any indication whatsoever of financial difficulties.
18.5 These conditions and all other express terms of the contract between Data Certainty Limited and the Buyer shall be governed and construed in accordance with the Laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.
18.6 The Buyer warrants that the Buyer contracts with Data Certainty Limited as principal notwithstanding that the Buyer may be acting directly or indirectly for the Advertiser as an advertising agent or media buyer or in some other representative capacity. Where the Buyer is the Advertiser's advertising agency, the Buyer warrants that it is authorised by the Advertiser to place the Advertisement with Data Certainty Limited.
18.7 Copy must conform to Data Certainty Limited's requirements and Data Certainty Limited reserves the right to charge for any additional work involved in amending the copy of the Advertisement to conform to its requirements.
18.8 Any intellectual property rights in designs prepared by Data Certainty Limited shall remain the property of Data Certainty Limited and Advertisements including such designs may not be reproduced without Data Certainty Limited's consent.
18.9 If an Advertisement includes a promotion, competition or a special offer of merchandise the Advertiser must provide full details to Data Certainty Limited on request.
18.10 Prices published by Data Certainty Limited from time to time are subject to revision at any time and orders are accepted on the condition that the price binds Data Certainty Limited only in respect of the period specified in the applicable rate card.
18.11 Series discounts apply only to orders placed in advance and completed within the agreed period. Data Certainty Limited reserves the right to adjust advance discounts and/or to surcharge in the event of a series of Advertisements not being completed within that period.
18.12 If the Buyer cancels the balance of a contract to publish a series of Advertisements, it relinquishes any series discount and all Advertisements will be paid for at the appropriate rate.
18.13 Credit accounts must be settled in accordance with the terms shown on the invoice. In default, all outstanding transactions will become liable for immediate settlement. Interest will be charged monthly on overdue accounts at the rate of 5% above the National Westminster Bank Minimum Lending Rate.
18.14 Except to the extent specified in paragraph 15, Data Certainty Limited shall not be liable for any loss or damage suffered by the Buyer as a result of any total or partial failure (howsoever caused) of publication or availability. In the event of a on line error or omission, which detracts materially from the Advertisement, Data Certainty Limited will reinsert the Advertisement. No reinsertion, refund or adjustment will be made for any other error or omission.
18.15 The total liability of Data Certainty Limited to the Buyer for any act or omission of Data Certainty Limited, its servants or agents relating to any Advertisement shall not exceed the amount of a full refund of any price paid to Data Certainty Limited for the Advertisement or the cost of a reasonably comparable further or corrective Advertisement. Without limiting the foregoing, Data Certainty Limited shall not be liable for any loss of profits or business or for indirect or consequential loss. Data Certainty Limited accepts no liability for the repetition of an error in an Advertisement ordered for more than one insertion unless notified immediately the error occurs. Complaints regarding reproduction of printed Advertisements must be received in writing within one calendar month of the cover date.
18.16 Data Certainty Limited accept no responsibility for the quality of reproduction of any photograph supplied by the Buyer, its agents or servants.
18.17 Cancellation or suspension of an Advertisement by the Buyer must be received in writing by Data Certainty Limited within the period specified. Periods for acceptance of cancellation or suspension vary in accordance with differing production requirements.
18.18 Data Certainty Limited reserve the right to omit or suspend an Advertisement at any time for good reason, without liability to the Buyer and shall notify the Buyer as soon as possible. If such omission or suspension is due to the act or default of the Buyer, the Advertiser or their respective servants or agents, then the Buyer shall pay for the Advertisement in full notwithstanding that the Advertisement has not been published.
18.19 The Buyer warrants that the Advertisement does not contravene the British Code of Advertising Practice and is not in breach of any relevant legislation, including the Race Relations Act 1976, the Sex Discrimination Act 1976 (both as amended), the Disability Discrimination Act 1995, the Employment Equality (Age) Regulations 2006 and the Obscene Publications Act and also including any legislation or regulation, such as those relating to the provision of Financial Services, which apply to specific Advertisers, products or services.
18.20 If any Advertisement submitted for publication contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or copy by which any living person is or can be readily identified, the Buyer warrants that the Buyer or the Advertiser has obtained the authority of such living person to make use of such name, representation and/or copy.
18.21 The Buyer will indemnify and hold harmless Data Certainty Limited from and against any claim that the Advertisement infringes the copyright, trademark or other intellectual property rights of any person or that it is defamatory or infringes any other right of any person. Data Certainty Limited reserves the right to withdraw and/or refuse to publish an Advertisement without liability to the Buyer if it reasonably believes that the Advertisement may make Data Certainty Limited or the Advertiser liable to any complaint, claim or proceedings.
18.22 The Buyer is solely responsible for fulfilling and dealing with any orders or enquiries relating to the goods, services or promotion to which the Advertisement relates and will indemnify and hold Data Certainty Limited harmless accordingly.
18.23 The Buyer must deliver complete creative content to Data Certainty Limited at least 2 working days before 9am on the go-live date in a format which complies with Data Certainty Limited's online ad formats for such content. To cancel or alter an order the Buyer must inform Data Certainty Limited by e-mail or fax to the number or address on the order, at least 2 working days before 9am on the go-live date Otherwise, Data Certainty Limited may not be able to achieve the specified go-live date but the Buyer must pay the full amount irrespective of whether any delivery target for impressions have been met.
18.24 If the Buyer is supplying creative content in the form of a redirected advertisement the Buyer must inform Data Certainty Limited by email at least one working day prior to go-live date or change of creative of all the creative to be used in rotations and before creative content is changed following the go-live date.
18.25 If an Advertisement links to another site, the Buyer is responsible for maintaining the link and for the content of the linked site. Data Certainty Limited may remove any Advertisement which contains content or links to a site which, in Data Certainty Limited's opinion, is defamatory or objectionable or will bring Data Certainty Limited into disrepute. The Buyer will indemnify Data Certainty Limited from and against any claims or liability arising from links contained in an Advertisement.
18.26 If Data Certainty Limited receive complaints about the content of an Advertisement it may, at its discretion, remove the Advertisement from display without reference or liability to the Buyer.
18.27 The Buyer's sole remedy if Data Certainty Limited, or its third party subcontractors who may host and serve Advertisements from time to time, make an error in displaying any Advertisement is the cost of re-running the relevant Advertisement. Neither Data Certainty Limited nor its subcontractors shall be liable for failure to display the Advertisement caused by circumstances outside their control.
19. LAW AND JURISDICTION
These Terms of Sale and your use of the Website and the Online Services will be governed by English law. Any dispute arising from, or related to your use of the Website or the purchase of our Online Services shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
