Terms and Conditions
This document was created using an SEQ Legal template.
(3) Licence to use website
Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.
You must not:
(a) republish material from this website (including republication on another website);
(b) sell, rent or sub-license material from the website;
(c) show any material from the website in public;
[(d) reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;]
[(e) edit or otherwise modify any material on the website; or]
[(f) redistribute material from this website [except for content specifically and expressly made available for redistribution [(such as our newsletter)].]
[Where content is specifically made available for redistribution, it may only be redistributed [within your organisation].]6
(4) Acceptable use
You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.
[You must not use our website to transmit or send unsolicited commercial communications.]
[You must not use our website for any purposes related to marketing without our express written consent.]
(5) Restricted access7
Access to certain areas of our website is restricted. We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion.
If [we provide you with / you generate] a user ID and password to enable you to access restricted areas of our website or other content or services, you must ensure that the password is kept confidential.
You must notify us in writing immediately if you become aware of any unauthorised use of your account or password.
You are responsible for any activity on our website arising out of any failure to keep your password confidential and may be held liable for any losses arising out of such a failure.
You must not use any other person's user ID and password to access our website[, unless you have that person's express permission to do so].
[We may disable your user ID and password at any time in our sole discretion with or without notice or explanation.]
(6) User content8
You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute your content in any existing or future media. You also grant to us the right to sub-license these rights and the right to bring an action for infringement of these rights.
Your content must not be illegal or unlawful, must not infringe any third party's legal rights and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).
You must not submit any content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
We reserve the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website.
(7) Limited warranties
We do not warrant the completeness or accuracy of the information published on this website; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
(8) Limitations and exclusions of liability10
[To the extent that the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.]12
[We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.]
[We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.]13
[We will not be liable to you in respect of any loss or corruption of any data, database or software.]
[We will not be liable to you in respect of any special, indirect or consequential loss or damage.]14
(14) Exclusion of third party rights
(15) Entire agreement
(16) Law and jurisdiction19
(17) Registrations and authorisations22
[We are registered with [trade register]. You can find the online version of the register at [URL]. Our registration number is [number].]23
[We are subject to [authorisation scheme], which is supervised by [supervisory authority].]24
[We are registered with [professional body]. Our professional title is [title] and it has been granted in the United Kingdom. We are subject to the [rules], which can be found at [URL].]25
[We subscribe to the following code[s] of conduct: [code(s) of conduct]. [These codes/this code] can be consulted electronically at [URL(s)].]26
[Our VAT number is [number].]27
(18) Our details28
The full name of our company is [name].
[We are registered in [England and Wales] under registration number [number].]
Our [registered] address is [address].
You can contact us by email to [email].
You must retain the SEQ Legal credit and link set out in Section 2 above. However, professional legal documents do not ordinarily include such credits and links. You can purchase the right to use this document without the credit and link here:
Unless you have purchased this right, it is an infringement of copyright and breach of licence to use this document without the credit and link.
5 The scope of the licence to use will vary with the site. Consider carefully exactly what your users should be allowed to do with your website and material on your website.
6 Where you have content which is specifically available for redistribution, it is usually a good idea to have a more detailed licence setting out the redistribution rights.
7 This section should be included if your website or parts of your website have (or will in future have) restricted access, eg a password-protected area for members.
8 This section should be included if your website has a bulletin board, chat room, comments feature or similar user-generated content functionality. You will need to think carefully about, first, the terms of the licence which the user grants to you and, second, the restrictions you propose to place upon users.
9 This provision is intended to disclaim editorial responsibility for user content. This should (it is thought) give you a better chance of gaining the protection of the general defences in Sections 17-19 of the Electronic Commerce (EC Directive) Regulations 2002 (the "Ecommerce Regulations") and the libel-specific defence in Section 1 of the Defamation Act 1996.
10 Limitations and exclusions of liability are regulated and controlled by law, and the courts often rule that particular limitations and exclusions of liability are unenforceable. The courts are particularly likely to intervene where a party is seeking to rely on a limitation or exclusion of liability in a consumer contract or in its standard T&Cs, but will also sometimes intervene where a term has been individually negotiated. You should take legal advice if you may wish to rely upon a limitation or exclusion of liability, or if you want to exclude or limit – or purport to exclude or limit – any liability to a consumer. Please note that the guidance notes to this Section provide only an incomplete and basic overview of this complex subject.
Exclusions and limitations of liability in UK B2B and B2C contracts are regulated by the Unfair Contract Terms Act 1977 ("UCTA"). Relevant legislation in the case of B2C contracts also includes the Consumer Protection Act 1987 and the Unfair Terms in Consumer Contracts Regulations 1999.
The courts may be more likely to rule that provisions excluding liability – as opposed to those merely limiting liability – are unenforceable.
If there is a risk that any particular limitation or exclusion of liability will be found to be unenforceable by the courts (for example, because it may be unreasonable under UCTA), that provision should be drafted as an independent term and be separately numbered from the other provisions.
It may improve the chances of a limitation or exclusion of liability being found to be enforceable if the party seeking to rely upon it specifically drew it to the attention of the other party before the contract was entered into.
11 Do not delete this paragraph (except upon legal advice). Without this paragraph, the specific limitations and exclusions of liability will not usually be enforceable.
12 This sort of exclusion is most unlikely to be enforceable.
13 You should consider carefully the particular kinds of loss you want to try to limit or exclude.
If you wish to try to limit or exclude for liability in respect of reckless, deliberate, personal and/or repudiatory breaches of contract, you should specify this in relation to the relevant paragraph (for example, using the following wording: "The limitations and exclusions of liability in this paragraph will apply whether or not the liability in question arises out of any [reckless, deliberate, personal and/or repudiatory] conduct or breach of contract"). In some circumstances the courts will find these types of limitations and exclusions to be unenforceable (eg because unreasonable under UCTA).
14 "Consequential loss" has a special meaning in English law: it means a loss that, whilst not arising naturally from the breach, was specifically in the contemplation of the parties when the contract was made.
15 This additional wording is useful, although users may think it unfair to demand an indemnity where liability has not been proven – and in many circumstances, for example in relation to consumers, it will probably not be enforceable.
16 Changes to the notices will not be retrospectively effective.
17 This provision is designed to exclude any rights a third party may have under the Contracts (Rights of Third Parties) Act 1999.
19 The questions of what law governs a contract and where disputes relating to the contract may be litigated are two distinct questions.
22 This section can be deleted where the Ecommerce Regulations do not apply. Generally, the Ecommerce Regulations will apply unless a website is entirely non-commercial, ie where a website does not offer any goods or services and does not involve any remuneration (including remuneration for carrying Google AdSense or other advertising).
23 The Ecommerce Regulations provide that where you are "registered in a trade or similar register available to the public", you must provide "details of the register in which the service provider is entered and his registration number, or equivalent means of identification in that register".
24 The Ecommerce Regulations provide that "where the provision of the service is subject to an authorisation scheme", you must provide "the particulars of the relevant supervisory authority".
25 The Ecommerce Regulations provide that where "the service provider exercises a regulated profession", it must provide "(i) the details of any professional body or similar institution with which the service provider is registered; (ii) his professional title and the member State where that title has been granted; (iii) a reference to the professional rules applicable to the service provider in the member State of establishment and the means to access them".
26 The Ecommerce Regulations provide that "a service provider shall indicate which relevant codes of conduct he subscribes to and give information on how those codes can be consulted electronically".
27 Under the Ecommerce Regulations, where the service provider undertakes an activity that is subject to value added tax, the relevant identification number must be disclosed.
28 UK companies must provide their corporate names, their registration numbers, their places of registration and their registered office addresses on their websites.
Sole traders and partnerships that carry on a business in the UK under a "business name" (ie a name which is not the name of the trader/partners or certain other specified classes of name) must also make certain website disclosures: (a) in the case of a sole trader, the individual’s name; (b) in the case of a partnership, the name of each member of the partnership; and (c) in either case, in relation to each person named, an address in the UK at which service of any document relating in any way to the business will be effective.
All websites covered by the Ecommerce Regulations must provide a geographic address (not a PO Box number) and an email address.