WEB GIFTS ONLINE LIMITED


TERMS AND CONDITIONS FOR SUPPLY OF SERVICES

WEB GIFTS ONLINE LIMITED

These terms and conditions (together with the documents referred to in them) (Conditions) set out the terms and conditions on which we supply any of the services (Services) listed on our website www.pennygifts.com (Our Site) to you. Please read these Conditions carefully before ordering any Services from Our Site. You should understand that by ordering any of our Services, you agree to be bound by these Conditions.

You should print a copy of these Conditions for future reference.

Please click on the button marked "I Accept" at the end of these Conditions if you accept them. Please understand that if you refuse to accept these Conditions, you will not be able to order any Services from Our Site.

Agreed terms

  1. Interpretation
    1. The definitions and rules of interpretation in this clause apply in these terms and conditions (Conditions).

    Confirmation Email: a written acknowledgement issued and executed by the Supplier and sent to the Customer by email.

    Contract: the contract between the Customer and the Supplier for the provision of the services to which these Conditions apply which is formed on the Supplier's acceptance of the Customer's Registration form in accordance with clause 2.2 and clause 7.

    Customer: the person, firm or company who requests Services from the Supplier.

    Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

    Due Date: the date that the Customer is to pay the Supplier for the Services being the date that the Customer sends the Supplier the Registration Form.

    Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, 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.

    Notification Email: an email sent to the Recipient by the Supplier notifying the recipient that he has been sent the Pennygift.

    Pennygift: an email gift which is delivered to the Recipient each day for a period defined under the heading "more information" on each topic, the subject matter of which shall relate to a particular topic which is selected by the Customer through the website www.pennygifts.com.

    Recipient: the person, firm or company who will receive the Services and is named by the Customer on the Registration Form.

    Registration Form: the request delivered to the Supplier by the Customer for the provision of Services in accordance with Clause 7.

    Services: the provision of the Pennygifts to the Recipient by the Supplier under the Contract, together with any other services which the Supplier provides or agrees to provide to the Customer.

    Supplier: Web Gifts Online Limited a company registered in England and Wales under company number 06031813 whose registered office and main trading address is Carn Brea Studios, Barncoose Industrial Estate, Redruth, Cornwall, TR15 3RQ, email: enquiries@pennygifts.com and whose VAT number is 912940042.

    Topic: the topic on which the Services will be supplied. The topics available will be specified on the Website from time to time and the Topic that the Customer has chosen will be confirmed by the Supplier to the Customer in the Confirmation Email.

    VAT: value added tax chargeable under English law for the time being and any similar additional tax.

    1. Clause, schedule and paragraph headings shall not affect the interpretation of these Conditions.
    1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.
    1. Words in the singular shall include the plural and vice versa.
    1. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
    1. A reference to writing or written includes faxes but not e-mail.
    1. Where the words include(s), including or in particular are used in these Conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
    1. Any obligation in the Contract on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
    1. References to clauses and schedules are to the clauses and schedules of the Contract.
  1. Application of conditions
    1. These Conditions shall:
      1. apply to and be incorporated into the Contract; and
      1. prevail over any inconsistent terms or conditions implied by law, trade custom, practice or course of dealing.
    1. No offer for Services in the Registration Form placed by the Customer shall be accepted by the Supplier other than by a Confirmation Email, when a contract for the supply of those Services on these Conditions shall be formed. The Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any Registration Form or any other Document shall not govern the Contract.
    1. This Contract sets out the full extent of the Supplier's obligations and liabilities in respect of the supply of the Services. 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 permitted by law.
  1. Commencement and duration
    1. The Services supplied under the Contract shall be provided by the Supplier to the Customer from the date on which the Supplier sends a Confirmation Email. The Services supplied under the Contract shall continue to be supplied for a period defined in ‘more information' on each topic,from such date.
  1. How the contract is formed between the supplier and the customer
    1. In order to request the Services the Customer must first submit a Registration Form to the Supplier in accordance with clause 7 which constitutes an offer to the Supplier to buy the Services. Please note that this does not mean that the Customer's request has been accepted.
    1. Any request for the provision of Services by the Customer shall, unless otherwise permitted by the Supplier, be through the submission of a Registration Form to the Supplier.
    1. All requests for Services are subject to acceptance by the Supplier, and the Supplier will confirm such acceptance to the Customer by sending the Customer a Confirmation Email. The Contract will only be formed once the Supplier has sent the Customer a Confirmation Email.
    1. The Registration Form may be completed in the following languages [English] which shall be the languages that are offered by the Supplier for the conclusion of the Contract.
    1. The Customer may identify and correct any errors on the Registration Form before submitting it to the Supplier by clicking on the profile tab and changing the details in the profile. Once a gift has been accepted, only the recipient can change their own profile.
    1. The Supplier confirms that it will not file the Contract. [The filed Contract will not be accessible by the Customer, but a list of gifts purchased and received is viewable in the profile section, with an opportunity to update the daily message].
    1. The Registration Form must be submitted in accordance with clause 23.
  1. SERVICES
    1. The Supplier shall endeavour to provide the Services so long as the Customer complies with its obligations under these Conditions, or until the Contract is terminated whether by expiry in accordance with clause 3.1 or in accordance with clause 14.
    1. Once the Supplier has received payment for the Services in accordance with clause 9, the Supplier shall send the Recipient a Notification Email. The Recipient can then choose to accept or decline the Services by clicking on a link in the Notification Email. If the Recipient accepts the Services, they commence on the date specified on the Registration form, or if that date has already passed, the date that the Recipient accepts the Services. The supplier will then send the Customer an email confirming that the Recipient has accepted the Services.
    1. If the Recipient declines to receive the Services, the Supplier shall notify the Customer by email. The Customer will receive a credit in their profile account and may then choose another Topic and / or another Recipient, by following the instructions online.
    1. If the Recipient does not accept the Services within 30 days of receipt of the Notification Email, clause 5.3 shall apply.
    1. The Supplier will communicate with the Recipient by e-mail, however, the practice cannot guarantee the quality, confidentiality, reliability, receipt of or speed of these communications, or of any attached documents.
    1. The Supplier offers the service of introducing the Customer to third party sellers. The Supplier's involvement is only as an introducer between the Customer and the third party seller. No contract for the sale of goods will be formed between the Supplier and Customer. Contracts for the sale of goods formed through the Website are governed by the third party seller's terms and conditions of sale of goods. You agree to be responsible for making all payments due to the third party seller in accordance with their terms and conditions.
  1. Substitution
    1. If for any reason the Supplier is unable to provide a Topic that is or has been specified on the Website, the Supplier at its sole discretion reserves the right to remove the relevant Topic and substitute it with another Topic that it deems suitable.
  1. Customer's obligations
    1. The Customer shall:
      1. co-operate with the Supplier in all matters relating to the Services;
      1. where applicable, obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start;
      1. ensure that the Registration Form includes;
        1. the correct contact email addresses for the Customer and the Potential Recipients.
        1. confirmation of the Topic on which the Services will be supplied. The Topics available will be specified on the Website from time to time and the Topic chosen by the customer shall be confirmed by the Supplier in the Confirmation Email
        1. the dates on which the Services are to commence
  1. Limitation of liability

    THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CLAUSE

    1. This clause 8 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
      1. any breach of the Contract;
      1. any use made by the Customer of the Services; and
      1. any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.
    1. If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
    1. The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.
  1. Charges and payment
    1. The Customer shall pay the Supplier the price for each Pennygift which will be £2.99 per topic delivered.
    1. Prices are liable to change at any time and the Supplier reserves the right to make such price changes as it deems appropriate. Any price change will not affect any existing contract.
    1. All prices includes VAT. at the appropriate rate.
    1. The Customer shall pay the price for the Services through the Merchant Account link on the Registration Form on the Due Date. The Supplier shall confirm in the Confirmation Email that the payment in respect of the Services has been deducted from the Customer's account.
    1. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:
      1. charge interest on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
      1. suspend all Services until payment has been made in full.
    1. Time for payment shall not be of the essence of the Contract.
    1. All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This clause 9.7 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
  1. Consumer rights
    1. If you are contracting as a consumer (as defined in the Unfair Contract Terms Act 1977, the Unfair Terms in Consumer Contracts Regulations 1999 and Consumer Protection (Distance Selling) Regulations 2000) (Consumer), you may cancel the Contract at any time within seven working days, beginning on the day after you first start to receive the Services. In this case, you will receive a full refund of the price paid for the Services in accordance with our refunds policy (set out in clause 11 below).
    1. This provision does not affect your statutory rights and nor will any provision of these Conditions adversely affect the rights of any Consumer.
    1. To cancel the Contract you must inform us in writing in accordance with clause 23.
  1. Our refunds policy
    1. When you have cancelled the Contract between us within the seven-day cooling-off period (see clause 10.1 above), we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you have given notice of your cancellation. In this case, we will refund the price of the Services in full.
    1. If, for any other reason, you believe that you are entitled to claim a refund, we will examine the grounds of your claim and will notify you of our decision via e-mail within a reasonable period of time. If we decide to provide you with a refund, we will usually process the 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 were entitled to a refund.
    1. We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
  1. Intellectual property rights
    1. The Supplier is the owner or the licensee of all Intellectual Property rights on the Website as set out in the Supplier's Terms of Website Use.
  1. Data protection

    The Customer acknowledges and agrees that details of the Customer's name, address and personal data will be processed by and on behalf of the Supplier in connection with the Services in accordance with the Supplier's privacy policy.

  1. Termination
    1. Without prejudice to any other rights or remedies which the parties may have, the Supplier may terminate the Contract without notice and without liability to the Customer if, in particular, but without limitation:
      1. the Customer commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
      1. a bankruptcy petition is presented or a bankruptcy order is made or an order is made or a resolution is passed for the winding up of the Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the Customer; or
      1. an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
      1. a receiver is appointed of any of the Customer's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Customer, or if any other person takes possession of or sells the Customer's assets; or
      1. the Customer makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
      1. there is a change of control of the Customer (as defined in section 574 of the Capital Allowances Act 2001); or
      1. the Customer takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or
      1. the Customer transmits, sends or uploads Inappropriate Content (as defined in the Supplier's Terms of Website Use) on the Website.
    1. On termination of the Contract for any reason the accrued rights of the Supplier as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
  1. Force majeure

    The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

  1. Variation

    No variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.

  1. Waiver
    1. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
    1. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
  1. Severance
    1. If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
    1. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
    1. The parties agree, in the circumstances referred to in clause 18.1 and if clause 18.2 does not apply, to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. The obligations of the parties under any invalid or unenforceable provision of the Contract shall be suspended while an attempt at such substitution is made.
  1. Status of pre-contractual statements
    1. Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
    1. In particular the Customer acknowledges that the words "Pennygifts" and "Web Gifts Online Limited" do not amount to a representation or warranty, express or implied, and no responsibility or liability is or will be accepted by the Supplier in connection with the use of the words "Pennygifts" and "Web Gifts Online Limited".
  1. Assignment
    1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
    1. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
  1. No partnership or agency

    Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  1. Rights of third parties

    The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

  1. Notices
    1. All notices between the parties about the Contract shall be in writing and delivered by hand, email or sent by pre-paid first class post:
      1. (in case of communications to the Supplier) to its registered office, or such changed address as shall be notified to the Customer by the Supplier, or (if sent by email) to contact us); or
      1. (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Supplier by the Customer.
    1. Communications shall be deemed to have been received:
      1. if delivered by hand, on the day of delivery; or
      1. if sent by email, if the notice was sent during the business hours of the addressee then on the day of transmission, and otherwise on the next following Business Day. For the purpose of this clause business hours means the hours of 9.00 am to 5.30 pm local time in the country of the addressee; or
      1. if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting).
  1. Governing law and jurisdiction
    1. The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
    1. The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.