These terms and conditions set out the basis on which you can use our Website (yhatyoolkit.org.uk) and place Orders for Services. By ordering Services from us you are deemed to have understood and accepted these terms.
1 Information about us
We operate the website property.precisionconnects.co.uk. We are Precision MG Ltd t/a Precision Connects, a company incorporated in England and Wales with Company No. 5322235 whose Registered Office is at 89 High Street Hadleigh, Ipswich, IP7 5EA.
2.1 Definitions. In these Conditions, the following definitions apply:
Account: as defined in clause 5.1.
Business Day: means Monday to Friday excluding statutory holidays within the UK.
Working Hours: means 9:00 - 17:30 on a working day within the UK Monday to Thursday.
9:00 - 17:00 on a working Friday within the UK
Conditions: these terms and conditions as amended from time to time in accordance with clause 24.1 and formed in accordance with clause 3.1.
Contract: the contract for us to supply you with Services in accordance with these Conditions.
Creative: the content and artwork to be provided by you for incorporation into the Deliverables.
Deliverables: the deliverables being either Mailshots or Printed Items produced by us for you and incorporating the Creative.
DPA: the Data Protection Act 1998 and any subordinate legislation having effect in England.
ICO: The Information Commissioner’s Office (or any other title under which such office subsequently operates).
Intellectual Property Rights: copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Mailshot: means personally addressed printed advertising material to be posted as part of a direct mail campaign.
Order: an order for Services placed via the Website.
Personal Data: has the meaning specified in the DPA.
Pre-existing Materials: all information and materials provided by us relating to the Services, including any templates on which the Deliverables are based.
Printed Items: paper items digitally or lithographically printed including but not limited to flyers, brochures or letterhead.
Print Marketing: the production and mailing of Mailshots comprised in direct mail marketing campaigns and/ or the supply of printed items.
Design Services: Any paid or fee incurring work that is carried out by Precision Connects to create designs for print or other marketing purposes for its users.
Processing: the meaning specified in the DPA.
Services: the services, including the Deliverables, to be supplied by us to you as set out in the Specification.
Specification: the specification of the Services selected by you via the Website.
Your Data: any of the data and/or databases provided by you to us in connection with the Services.
Website: the website with the URL yhatoolkit.org.uk from which the Services are provided.
2.2 Construction. In these Conditions, the following rules apply:
2.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality);
2.2.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
2.2.3 A reference to a party includes its successors or permitted assigns;
2.2.4 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
2.2.5 Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
2.2.6 A reference to writing or written includes faxes and e-mails.
3 How the contract is formed
3.1 After placing an Order, 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. Your Order constitutes an offer to us to buy a Service. All Orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Deliverables have been ordered (Order Confirmation). The contract between us (Contract) will only be formed when we send you the Order Confirmation.
3.2 The Contract will relate only to those Deliverables whose dispatch we have confirmed in the Order Confirmation. We will not be obliged to supply any other Deliverables which may have been part of your order until the dispatch of such Deliverables has been confirmed in a separate Order Confirmation.
4 Service access
4.1 While we endeavour to ensure that the Website is normally available 24 hours a day, we shall not be liable if for any reason the Website is unavailable at any time or for any period.
4.2 Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.
5 Account customers
5.1 If you apply to open a Services account with us (Account) and your application is accepted, an Account will be opened for you. To hold an Account you must be over 18 years of age and a UK resident. A Direct Debit Mandate will be sent to you and you must read this carefully, sign both copies and return one copy to us. We reserve the right to withhold all orders until we receive a signed Direct Debit Mandate from you.
5.2 We reserve the right to refuse applications for an Account, or with prior notice, to close an Account.
5.3 Your Account will be subject to a credit limit provided that we have valid Direct Debit details for you. If your Direct Debit is cancelled we reserve the right to terminate your credit with immediate effect.
5.4 We may vary your credit limit at any time (up or down). The outstanding balance of your account must not exceed your credit limit. If you exceed your credit limit you may be asked to pay the excess immediately.
5.5 You are responsible for all activities that occur in respect of your Account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Contract, we and our affiliates are not responsible for unauthorized access to your Account. You will contact us immediately if you believe an unauthorized third party may be using your Account or if your Account information is lost or stolen.
5.6 Your Account will continue unless you or we decide to close your Account. We have the ability to do this at any time at our discretion. You can close your Account at any time by writing to us (including your name and address) at Precision Connects, Precision House, Lamdin Road, Bury St Edmunds, Suffolk, IP32 6NU. If you close your Account you will have to pay any outstanding balance on your Account immediately. If you do not use your Account for more than two years we will close your Account automatically.
5.7 All invoicing and billing for BACS and Direct Debit customers will be handled by Precision MG Ltd T/A Precision Connects. All card payments for invoicing and billing are managed by Precision MG Ltd T/A Precision Connects.
We will use all reasonable endeavours to meet any performance dates specified on the Website or in the Order Confirmation but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
7 Risk and title
7.1 The Deliverables will be your responsibility from the time of delivery.
7.2 Ownership of the Deliverables will only pass to you when we receive full payment of all sums due in respect of the Services, including delivery charges.
8 Content of Deliverables
8.1 You are solely responsible for the accuracy and content of all creative.
8.2 You are prohibited from posting or transmitting to or from the Website any material:
8.2.1 That is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
8.2.2 For which you have not obtained all necessary licences and/or approvals; or
8.2.3 Which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or
8.2.4 Which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
8.3 You may not misuse the Website (including, without limitation, by hacking).
8.4 We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of clause 8.2.
8.5 We retain the right at our sole discretion, to refuse to dispatch any Deliverables that we consider includes material that contravenes any of the provisions of clause 8.2.
8.6 You agree to indemnify us, our employees and agents against all proceedings, claims, demands, expenses, losses and/or damages arising from:
8.6.1 The inclusion of any of the Creative in the Deliverables; and
8.6.2 The inclusion and use of Your Data in any Mailshot.
8.7 You agree to supply the Creative in suitably high resolution and in PDF, InDesign file or Office document formats or from the template provided on the Website and with any required formatting information including but not limited to bleed or crop marks.
8.8 If the performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Your Default):
8.8.1 We shall without limiting our other rights or remedies have the right to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of any of our obligations to the extent that Your Default prevents or delays our performance of any of our obligations;
8.8.2 We shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from your failure or delay to perform any of your obligations as set out in this clause 8.8; and
8.8.3 You shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default.
9 Price and payment
9.1 The price of the Services and our delivery charges will be as quoted on our Website from time to time, except in cases of obvious error.
9.2 Service prices include VAT. VAT is added at checkout prior to payment. All prices before this exclude VAT. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the services in full before the change in VAT takes effect. Print delivery courier costs will only be displayed at checkout once the size of your order has been calculated.
9.3 Service prices and delivery charges are liable to change at any time, but changes will not affect Orders in respect of which we have already sent you an Order Confirmation.
9.4 Our Website contains a large number of Services and it is always possible that, despite our best efforts, some of the Services listed on our Website may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Service's correct price is less than our stated price, we will charge the lower amount when dispatching the Deliverables to you. If a Service/s correct price is higher than the price stated on our Website, we will normally, at our discretion, either contact you for instructions before dispatching the Deliverables, or reject your order and notify you that we are rejecting it.
9.5 If the pricing error is obvious and unmistakeable and could have reasonably recognised by you as an error, we do not have to provide the Services to you at the incorrect (lower) price.
9.6 Unless you are an Account customer, payment for all Services must be by credit or debit card. Your credit or debit card will not be charged until we dispatch your Order.
9.7 If you have an Account you shall pay each invoice submitted by us:
9.7.1 ZPG shall collect funds for each invoice by direct debit within 15 days of the date of invoice; and
9.7.2 In full and in cleared funds to a bank account nominated in writing by us, and time for payment shall be of the essence of the Contract.
9.8 Without limiting any other of our rights or remedies, if you fail to make any payment due to us under the Contract by the due date for payment (Due Date), we shall have the right to charge interest on the overdue amount at the rate of 1.5 per cent per month accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgement.
9.9 You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by us to you.
9.10 Sage Pay will be used as the preferred method to collect and process transaction information the security policy for which is found at http://www.sagepay.com/security_policy.
9.11 Design Services: Precision Connects offers design services that on occasion do not require upfront payment. No design work will be released to the user on Precision Connects until payment has cleared into Precision Connects nominated account. Should the user want to cancel the design cycle they can do so at any point. Upon cancellation of the design cycle Precision Connects will then invoice an amount we deem proportional to the amount of work completed. Additional compensation charges can be included for booked design time.
10 Quality and packing
10.1 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event.
10.2 We warrant that the Services will be provided to you using reasonable care and skill.
10.3 We warrant that the Deliverables shall:
10.3.1 Conform in all material respects to the Specification;
10.3.2 Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended); and
10.3.3 Comply with all applicable statutory and regulatory requirements.
10.4 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.5 We shall ensure that the Deliverables are properly packed and secured in such manner as to enable them to reach their destination in good condition.
11 ACCEPTANCE AND DEFECTIVE PRODUCTS
11.1 You may reject any Deliverables delivered to you that do not comply with clause 10.3, provided that notice of rejection is given to us:
11.1.1 In the case of a defect that is apparent on normal visual inspection, within ten Business Days of Delivery; and
11.1.2 In the case of a latent defect, within a reasonable time of the latent defect having become apparent.
11.2 If you fail to give notice of rejection in accordance with clause 11.1, you shall be deemed to have accepted such Deliverables.
11.3 If you reject Deliverables under clause 11.1 then you shall be entitled to:
11.3.1 Require us to replace the rejected Deliverables; or
11.3.2 Require us to repay the price of the rejected Deliverables in full (if they have been paid for).
11.4 Once we have complied with your request, we shall have no further liability to you in respect of the rejected Deliverables' failure to comply with clause 10.3.
11.5 The terms of this clause 11 shall apply to any replacement products supplied by the Supplier.
11.6 We will usually process any refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via e-mail that you are entitled to and wish to receive a refund. We will refund the price of a defective Order in full.
11.7 Where we acquire data for the purposes of your Mailshot campaign and there is a shortfall in excess of 2.5% between the number of address records that we are able to acquire for the campaign from our data supplier based on your selection criteria and the number of Mailshots paid for by you, then you shall be entitled to a refund in respect of the shortfall.
11.8 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
12 Our liability
12.1 Subject to clause 12.3, if we fail to comply with these terms and conditions, we shall only be liable to you for the purchase price of the Order to which our failure to comply relates.
12.2 Subject to clause 12.3, we will not be liable for losses that result from our failure to comply with these terms and conditions that fall into the following categories:
12.2.1 Loss of income or revenue;
12.2.2 Loss of business;
12.2.3 Loss of profits;
12.2.4 Loss of anticipated savings;
12.2.5 Loss of data; or
12.2.6 Waste of management or office time.
However, this clause 12.2will not prevent claims for loss of or damage to your physical property that are foreseeable or any other claims for direct loss that are not excluded by categories (a) to (f) inclusive of this clause 12.2.
12.3 Nothing in this agreement excludes or limits our liability for:
12.3.1 Death or personal injury caused by our negligence;
12.3.2 Fraud or fraudulent misrepresentation;
12.3.3 Any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
12.3.4 Any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
13 Intellectual property rights
13.1 Unless otherwise stated, the copyright and other intellectual property rights in all material on the Website (including without limitation photographs and graphical images) are owned by us or our licensors. Templates supplied to us for upload remain the intellectual property of the user. Any artwork templates supplied to Precision Connects should be done so with intellectual property permissions. It is the responsibility of the user to gain all intellectual property permissions on artwork templates including but not limited to images and fonts that are sent to us. Precision Connects will upon request supply you with your templates, we do reserve the right to remove templates that are not used within 90 days.
13.2 As between us and you, all Intellectual Property Rights in the Pre-existing Materials shall be owned by us. Designs that have been
13.3 As between us and you, all Intellectual Property Rights in the Creative and the Deliverables shall be owned by you. You licence all such rights to us and our subcontractors free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable us to perform the Services.
13.4 Any artwork supplied or uploaded to Precision Connects is done so on the understanding that the user has all intellectual property rights for the artwork. This includes but is not limited to, Images, Text and Fonts.
13.5 Precision Connects reserves the right to use artwork designs for demonstration purposes of product concept and for business development. Should you wish to opt out of this please write to Precision Connects, Precision House, Lamdin Road, Bury St Edmunds, Suffolk, IP32 6NU.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 14 shall survive termination of the Contract.
15 Data Protection
15.1 Each of us shall, in connection with the provision or use of the Services (as appropriate):
15.1.1 Notify all relevant details of any processing of Personal Data to the ICO as set out in the DPA and only process such Personal Data in accordance with the terms of its notification under the DPA; and
15.1.2 Comply with its obligations in respect of the rights of the individuals to whom the provision of the Services relates as set out in the DPA (including the data protection principles referred to in the DPA).
15.2 We shall (in circumstances where we are a data processor) process any Personal Data contained within Your Data only in accordance with your instructions. You shall be deemed to have instructed us to process any such Personal Data to the extent reasonably necessary for the provision of the Services.
15.3 You shall ensure that the Processing by us (as contemplated by the Contract) of any Personal Data which you make available to us satisfies the requirements of the first data protection principle under the DPA.
15.4 Each of us warrants that we shall take appropriate technical and organisational measures against unauthorised or unlawful Processing of personal data and against accidental loss or destruction of, or damage to, the Personal Data of the other party.
15.5 In order to protect the integrity of the data used in connection with the Services, you shall:
15.5.1 Comply with our reasonable instructions and guidelines relating to data security;
15.5.2 Not copy, interfere with and/or use in any unauthorised way any digital certificate, web certificate or any other security device provided by us.
16 Import duty
16.1 If you order Services from our Website for delivery outside the UK, they may be subject to import duties and taxes that are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
16.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.
17 Written communications
Applicable laws require that some of the information or communications we send to you should be in writing. When using our Website, 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 condition does not affect your statutory rights.
All notices given by you to us must be given to Precision Connects at Precision House, Lamdin Road, Bury St Edmunds, Suffolk, IP32 6NU or e-mail email@example.com. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 17 above. Notice will be deemed received and properly served immediately when posted on our website, 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 such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
19 Transfer of rights and obligations
19.1 The contract between you and us is binding on you and us and on our respective successors and assignees.
19.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
19.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
20 Events outside our control
20.1 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 events outside our reasonable control (Force Majeure Event).
20.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
20.2.1 Strikes, lock-outs or other industrial action;
20.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
20.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
20.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
20.2.5 Impossibility of the use of public or private telecommunications networks;
20.2.6 The acts, decrees, legislation, regulations or restrictions of any government; and
20.2.7 Pandemic or epidemic.
20.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
21.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
21.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
21.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 18 above.
If any court or competent authority decides that any of the provisions of these terms and Conditions or any provisions of a Contract 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.
23 Entire agreement
23.1 These terms and conditions 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.
23.2 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 and conditions or the documents referred to in them.
23.3 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.
23.4 Nothing in this clause limits or excludes any liability for fraud.
24 Our right to vary these terms and conditions
24.1 We have the right to revise and amend these terms and conditions 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.
24.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Order Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Services).
25 Law and jurisdiction
Contracts for the purchase of Services through our Website and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of England and Wales.
26 Third party rights
A person who is not party to these terms and conditions or a Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.