1st Option Safety: Terms & Conditions
1.Definitions and interpretation1.1 In this Agreement (and any other contract formed under it), the following definitions apply:
1st Option 1st Option Safety Group Limited, a company registered in England and Wales with company number 05533445 and registered office and main trading address at Orwell House, 16-18 Berners St, London W1T 3LN, being the company providing the goods and services to Customer on the terms of this Agreement, (being variously “us”, “we” or 1st Option).
Account Customer’s online account through which they may access or book and/or manage the certain elements of the Online Services.
Business Day a day other than a Saturday, Sunday or public holiday in England. For the avoidance of doubt, where a “day” is referenced in the Agreement and is not specified to be a Business Day, then it shall be deemed to include a Saturday, Sunday or public holiday in England.
Customer the company or individual who purchases Online Services, Goods and/or Services from 1st Option, (being variously “you”, “Customer”).
Goods the goods (or any part of them) set out in the Order.
Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Location the place to which Goods shall be delivered or Services provided, as set out in an applicable Order.
Online Services the online advice, guidance and tools, as more particularly described in a Quote and clause 4.
Online Services Period the term of the Online Services, as set out in clause 4.2.
Order Customer's order for Online Services, Goods and/or Services, as set out in Customer's written acceptance of the Quote.
Quote the quotation provided by 1st Option for Online Services, Goods and/or Services in response to a Customer’s request for the same.
Representatives means an employee, agent or subcontractor of the Customer.
Requirements those things specified by 1st Option from time to time as being prerequisites for persons taking part in certain Services, including health and fitness requirements, visas, licences and consents.
Services the services supplied by 1st Option to Customer as set out in the Order which may include consultancy services, training services and other services provided on the terms of this Agreement, but excluding the Online Services.
Website the website at www.1stoptionsafety.com or such other website as 1st Option may nominate from time to time.
1.2 In this Agreement a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 In this Agreement a reference to a party includes its personal representatives, successors or permitted assigns.
1.4 In this Agreement 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.
1.5 In this Agreement 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.
2. Information About Us2.1 We are a provider of risk consultancy, equipment, training and other services and we operate the Website as part of our offering. Our VAT number is 868 685 942.
2.2 You may contact us by telephoning our customer service team at 0845 500 8484 or by e-mailing us at email@example.com.
Please take time to read these, as they include important terms which apply to you.
3. Contract formation and basis of contract3.1 The 1st Option shopping pages will guide you through the steps you need to take to make an enquiry or place an Order with 1st Option. Our enquiry/order process you to check and amend any errors before submitting your enquiry/Order to us. Please take time to read and check your enquiry or Order at each page of the order process.
3.2 This agreement provides a framework and governs the overall relationship between the parties in relation to the Online Services, the Goods and the Services. Further terms may be detailed or amended from time to time as they apply to each of the Online Services, Goods and/or Services and in such cases will be set out in the relevant Order.
3.3 Customer may make an enquiry of 1st Option in respect of any of the Goods, Services or Online Services detailed on the Website. 1st Option will then provide a Quote for such enquiry.
3.4 Customer may offer to proceed with the relevant Quote within 30 Business Days of its date of issue by notifying 1st Option in writing that it wishes to place an Order on those terms. If 1st Option accepts the Order it with email an order confirmation to you and may commence the provision of the relevant Goods, Service and/or Online Services as applicable and invoice Customer accordingly.
3.5 All Orders are subject to the terms of this Agreement (and depending on whether the Order relates to Goods, Services or the Online Services Service, any further terms as may apply to these from time to time or are as set out in the accepted Order) to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Each Order shall constitute a separate contract for Online Services, Goods and/or Services.
3.6 Your rights to cancel your Order (or any part of it) are as set out in clause 11.
3.7 The Agreement (and any others referred to herein) constitutes the entire agreement between the parties. Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of 1st Option which is not set out in this Agreement.
3.8 We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.
3.9 We may revise these Terms as they apply to your Order from time to time to reflect changes in relevant laws and regulatory requirements.
3.10 If we have to revise these Terms as they apply to your Order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel if you are not happy with the changes.
4. Online Services4.1 If Customer purchases Online Services then this clause 4 and any terms contained within the Quote and subsequent accepted Order shall apply.
4.2 The Online Services Period commence on the date stated in the Order and continues for the period agreed in the Order unless terminated in accordance with the terms of this Agreement. The Order will set out whether or not the term is to automatically renew for further successive periods.
4.3 During Online Services Period Customer may request support by email or telephone using the contact details set out on the Website. Following receipt of the support request 1st Option shall use commercially reasonable efforts to provide a resolution for the issue within a reasonable time frame.
4.4 During the Online Services Period and as agreed and set out in the Quote, Customer shall be able to access and use, and to permit its Representatives to access and use, advice, guidance, a reference library and risk resources, forms and checklists and a list of pre-vetted contractors and other tools (“Online Materials”) relating to health and safety and fire issues and for the internal business purposes of the Customer via its Account. The Customer and its Representatives shall have unlimited access to the Online Services during the Online Service Subscription provided that the Customer acknowledges and accepts that (a) we do not warrant that access to the Online Service will be uninterrupted or error free and access is subject to the Customer’s own equipment and connectivity; (b) practices, standards, laws, rules and regulations change over time and that the Online Materials are current in accordance with the laws and regulations of England at the time of publication on the Account but may become outdated and different jurisdictions may be subject to different laws and regulations; (c) we have carried out certain checks on those contractors appearing on the pre-vetted contractor list including checking their certifications and relevant history but it is the responsibility and liability of the Customer to investigate and verify any contractor that they engage and ensure that the contractor is suitable for the Customer’s purposes and the Customer should not rely solely on the pre-vetted contractor list.
4.5 1st Option is and shall remain the owner or licensor of the Online Materials and Customer is granted a non-exclusive, royalty free, non-transferable licence to access and use the Online Materials for its internal business purposes during the Online Services Period.
4.6 Customer is responsible and liable for obtaining and maintaining all necessary equipment, connectivity and other items required to access the Account and make use of the Online Services.
4.7 Customer agrees to provide true, accurate and complete information about users of the Account as prompted by the registration process, including users' identity and a correct and legitimate email address ("Registration Data") and promptly update the Registration Data. Customer may authorise only its employees, subcontractors and agents to access and use the Account and such access and use shall be subject to this Agreement.
4.8 Customer is responsible for maintaining the confidentiality of its Account password, login and other Registration Data. Customer agrees to notify 1st Option immediately of any unauthorised use of its Account, password, login or any other breach of security. Customer shall indemnify and hold 1st Option harmless for losses incurred by 1st Option or its customers, including but not limited to any third party costs (e.g. hosting costs).
4.9 Customer shall be responsible for the activities it conducts through use of the Account and shall ensure compliance with all applicable laws and regulations in conjunction therewith. Customer may not interfere with or disrupt the Website, Account, or related websites, servers, or networks, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website or Account.
5. Goods5.1 If Customer’s Order for Goods is accepted this clause 5 shall apply.
5.2 The Goods are as described on the Website provided that 1st Option reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements or according to manufacturer’s instructions from time to time. If the specification changes after your Order for Goods has been accepted but before delivery to you we will notify you of the changes.
5.3 Each delivery of the Goods shall be accompanied by a delivery note which shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by installments, the outstanding balance of Goods remaining to be delivered.
5.4 1st Option shall deliver the Goods to the Location at any time after 1st Option notifies Customer that the Goods are ready for delivery and Delivery of the Goods shall be completed on the Goods' arrival at the Location.
5.5 Unless otherwise expressly agreed in writing, any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. 1st Option shall not be liable for any delay in delivery of the Goods that is caused by Customer's failure to provide 1st Option with adequate delivery instructions or any other relevant instructions.
5.6 If Customer fails to accept or take delivery of the Goods 1st Option shall store the Goods until delivery takes place, and shall charge Customer for all related costs and expenses (including insurance and the costs of re-delivery).
5.7 1st Option may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate contract. Any delay in delivery or defect in an installment shall not entitle Customer to cancel any other installment.
5.8 Some of the Goods we sell to you come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods. Please ensure that you are familiar with what the manufacturer’s guarantee does and does not cover and how long any warranty period is. It is your responsibility to ensure that the Goods are used in accordance with the manufacturer’s recommendations so as not to invalidate the guarantee. If you are a consumer, the foregoing warranty does not affect your statutory rights as a consumer, if any.
5.9 Subject to clause 5.10, if Customer notifies 1st Option in writing during the relevant warranty period that the Goods do not comply with the manufacturer’s guarantee as referenced in clause 5.9 and 1st Option is given a reasonable opportunity of examining such Goods and Customer (if requested by 1st Option) returns such Goods to 1st Option's , then 1st Option shall, in its sole discretion, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.10 1st Option shall not be under any obligation to assist the Customer as set out in clause 5.9 above if:
5.10.1 Customer makes any further use of such Goods after giving a notice in accordance with clause 5.9;
5.10.2 the defect arises because Customer failed to follow 1st Option's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
5.10.3 Customer alters or repairs such Goods without the prior written consent of 1st Option;
5.10.4 the defect arises as a result of fair wear and tear, willful damage, negligence or accident by Customer or third party, or abnormal working conditions or storage; or
5.10.5 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards or a specification provided by you.
5.11 Except as provided in this clause 5, 1st Option shall have no liability to Customer in respect of the Goods' failure to comply with the manufacturer’s warranty.
5.12 This clause 5 shall apply to any repaired or replacement Goods supplied by 1stOption under clause 5.9.
5.13 The risk in the Goods shall pass to Customer on completion of delivery and title to the Goods shall not pass to Customer until 1st Option receives payment in full (in cash or cleared funds) for the Goods.
5.14 Until title to the Goods has passed to Customer, Customer shall (a) store the Goods separately from all other goods held by Customer so that they remain readily identifiable as 1st Option's property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on 1st Option 's behalf from the date of delivery; (d) notify 1st Option immediately if it becomes subject to any of the events listed in clauses 12.3.1 to 12.3.10 and (e) give 1st Option such information relating to the Goods as 1st Option may require from time to time.
5.15 The images of the Goods on our site are for illustrative purposes only. Although 1st Option has made every effort to display the colours accurately, it cannot guarantee that the Customer’s display of the colours accurately reflect the colour of the Goods. The Customer’s Goods may vary slightly from those images. The packaging of the Goods may also vary from that shown on images on the 1st Option site.
5.16 We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.
5.17 You acknowledge and agree that it is your responsibility to ensure that the Goods are suitable for your purpose and we have no obligations to you in this respect.
5.18 Supplemental terms and conditions as they apply to the Goods are found in the relevant sections under the Safety Stores, Fire Safety and Training tabs on the Website.
6. Service6.1 If Customer’s Order for Services is accepted this clause 6 shall apply.
6.2 For the terms which apply specifically to any scheduled courses, please refer to the terms and conditions set out under the Courses tab on the Website.
6.3 1st Option shall provide the Services using reasonable care and skill.
6.4 1st Option shall use commercially reasonable endeavors to meet any performance dates for the Services set out in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services unless otherwise expressly agreed between the parties in writing.
6.5 1st Option 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 1st Option shall notify Customer in any such event.
6.6 The Customer shall:
6.6.1 ensure that the terms of the Order are complete and accurate;
6.6.2 co-operate with 1st Option in all matters relating to the Services;
6.6.3 where the Services are being provided face-to-face, provide 1st Option, its employees, agents, consultants and subcontractors, with access to Customer's premises, office accommodation and other facilities as reasonably required by 1st Option to provide the Services;
6.6.4 where the Services are being provided online, provide all necessary equipment, utilities and connectivity necessary to enable it to receive the Services.
6.6.5 provide 1st Option with such information and materials as 1st Option may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
6.6.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
6.6.7 keep and maintain all materials, equipment, documents and other property of 1st Option at Customer's premises in safe custody at its own risk, maintain such materials in good condition until returned to 1st Option, and not dispose of or use them other than in accordance with 1st Option's written instructions or authorisation; and
6.6.8 where requested to do so by 1st Option, ensure that all persons participating in and benefiting from any training services sign the relevant waivers and consents prior to the commencement of the Services;
6.6.9 ensure that all participants meet any relevant Requirements for the Services. In the event that 1st Option reasonably considers that any participant does not meet all of the Requirements it may refuse to provide the Services to that participant in which case Customer may substitute the participant for another participant who does meet the Requirements provided that such substitution does not cause any delay to the Service provision.
6.7 If 1st Option's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by Customer or failure by Customer to perform any relevant obligation ("Customer Default"):
6.7.1 1st Option shall without limiting its other rights or remedies have the right to suspend performance of the Services until Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays 1st Option's performance of any of its obligations;
6.7.2 1st Option shall not be liable for any costs or losses sustained or incurred by Customer arising directly or indirectly from 1st Option's failure or delay to perform any of its obligations as set out in this clause 6.7; and
6.7.3 Customer shall reimburse 1st Option for any costs or losses sustained or incurred by 1st Option arising directly or indirectly from the Customer Default.
6.8 Customer acknowledges and accepts that certain training courses provided as part of the Services involve the practical participation of those persons attending the course and that there is an inherent risk of injury and danger. Customer must make participants aware of this in advance of the course commencement and accepts that, save where such liability may not be lawfully limited or excluded, 1st Option is not liable for any accident, damage or injury to person or property.
7. Price and payment7.1 The price for Goods shall be the price set out in the Quote or, if no price is specified, the price set out in 1st Option's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by Customer in addition when it pays for the Goods.
7.2 1st Option reserves the right to increase the price of the Goods, by giving notice to Customer at any time before delivery, to reflect any increase in the cost of the Goods to 1st Option for any reason. If the increase is not acceptable to Customer it may cancel the Order, in whole or in part, by contacting 1st Option in writing.
7.3 The price for Services shall be set out in the Quote. The Quote shall include expenses reasonably incurred by the individuals whom 1st Option engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by 1st Option for the performance of the Services, and for the cost of any materials.
7.4 The price for the Online Services for the Online Services Period shall be as set out in the Quote. The Online Services may be subject to price variations from time to time in which case we shall notify you in writing of any changes.
7.5 In respect of Goods and Services, the price shall be payable in full at the time of placing the Order unless the parties have otherwise agreed in writing.
7.6 In respect of the Online Services, the price for each relevant period shall be payable in full in advance unless otherwise agreed between the parties in writing.
7.7 All amounts payable by Customer are exclusive of VAT which, if applicable, shall be payable in addition at the prevailing rate.
7.8 If Customer fails to make any payment when due, 1st Option reserves the right to (i) terminate or suspend the relevant Order in accordance with clauses 11.6 and 11.7 below; and (ii) charge interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.9 The Customer shall pay all amounts due under the Contract in full without any set- off, counterclaim, deduction or withholding except as required by law. 1st Option may, without limiting its other rights or remedies, set off any amount owing to it by Customer against any amount payable by 1st Option to Customer.
8. Intellectual property rights8.1 All Intellectual Property Rights in or arising out of or in connection with the Services, Online Services or Website now or in the future shall be owned by 1st Option.
8.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services or Online Services, Customer's use of any such Intellectual Property Rights is conditional on 1st Option obtaining a written licence from the relevant licensor on such terms as will entitle 1st Option to license such rights to Customer.
8.3 The Customer may use any materials provided by 1st Option as part of the Services (including, but not limited to, training materials, reports and online materials) for its internal business purposes only. The copyright in any such materials shall belong, and continue to belong, to 1st Option or its licensors.
9. Confidentiality9.1 Each party shall not at any time during this Agreement, and for a period of 3 years thereafter disclose to any person any information of a confidential or proprietary nature concerning the business, affairs, customers, clients or suppliers, products, materials, know how, processes and procedures (“Confidential Information”) of the other party except as permitted by clause 9.2 nor use the other’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
9.2 Each party may disclose the other's Confidential Information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement and who are subject to equivalent obligations as set out in this clause 9; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 This clause 9 shall survive any termination or expiry of this Agreement or cancellation of any Order.
10. Limitation of liability10.1 Nothing in this Agreement shall limit or exclude either party’s liability for (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) any other liability which may not be properly limited or excluded by applicable law.
10.2 Subject to clause 10.1, 1st Option shall under no circumstances whatever be liable to Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for (i) any loss of profit, sales, business or revenue; (ii) loss of goodwill or reputation; (iii) loss or corruption of data (in each case whether direct or indirect); (iv) loss of business; or (v) for any indirect or consequential loss, in each case arising under or in connection with this Agreement.
10.3 Subject to clause 10.1, 1st Option's total liability to Customer in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid or payable by Customer to 1st Option under the Order to which the liability relates.
10.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract when the Customer is a business (as opposed to a consumer).
11. Cancellation of an Order11.1 Clauses 11.1 to 11.4 apply if you are a business customer (as opposed to a consumer).
11.2 Without limiting either parties’ rights or remedies, if you are a business customer (as opposed to a consumer) you may:
11.2.1 cancel an Order or any part of it for Goods before it has been shipped.
11.2.2 You can also return Goods within fourteen (14) days from the date of the Order.
11.3 If you wish to cancel any Order that has been delivered, please contact us to arrange collection and return to us. We will refund the cost of your Order minus initial delivery and charges and collection charges within 30 days of receiving the goods back from you. All Goods that are returned must be unused and in their original, unopened packaging. We reserve the right to charge a 20% restocking charge for all returned Goods. This does not affect your statutory rights.
11.4 Without limiting either parties’ rights or remedies either party may terminate an Order for Services as is further detailed on the relevant Order. In relation to scheduled courses, you must give at least 6 working days’ notice of cancellation/postponement prior to the start of the training. Failure to do so will lead to a charge to you of 75% of the fee. Courses cancelled/postponed within 48 hours or less prior to the start of the course will incur a 100% fee charge. Courses may be rescheduled once only and must be rescheduled within 2 weeks of the original course date to avoid the 75% fee charge.
11.5 Clauses 11.6 to 11.13 apply if you are a consumer (as opposed to a business customer).
11.6 Your rights to cancel an Order for Goods depend on what you have ordered and how it is delivered. The rights set out below do not apply to any Goods which are audio or visual recordings and which have been unsealed by or on your behalf following delivery, sealed goods which are not suitable for return due to health or hygiene reasons if they become unsealed after delivery, goods which are liable to deteriorate or expire quickly and, as made to measure or custom Goods are made to your requirements, you will not be able to cancel your Order once made where you have consented to us commencing the making or customisation (but this will not affect your legal rights as a consumer in relation to made to measure or customer Goods which are faulty or not as described). For standard Goods your cancellation rights are as follows:
|Your Order||End of cancellation period|
|Your Order is for a single item of Goods (which is not delivered in instalments on separate days).||The end date is the end of 14 days after the day on which you receive the Goods.|
Your Order is for either of the following:
(a) one item of Goods which is delivered in istalments on separate days; or
(b) multiple Goods which are delivered on separate days.
|The end date is 14 days after the day on which you receive the last instalment of the Goods or the last of the separate Goods ordered.|
|Your Order is for the regular delivery of Goods over a set period.||The end date is 14 days after the day on which you receive the first delivery of the Goods.
11.7 If you cancel your Order for Goods we will:
11.7.1 refund you the price you paid for the Goods. However, we are permitted by law to reduce your refund to reflect any reduction in the value of the Goods, if this has been caused by your handling them in a way which would not be permitted in a shop; and
11.7.2 refund any delivery costs that you have paid. However, the maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method that we offer (provided that this is a common and generally acceptable method).
11.8 If the Goods have been delivered to you at the time of your cancellation, you must return them to us without undue delay to Orwell House, 16-18 Berners St, Fitzrovia, London W1T 3LN and we will then make the refund within 14 days after the earlier of (a) the day on which we receive the Goods or, (b) the day on which you provide us with evidence that you have sent the Goods back to us. If you have not received the Goods at the time of your cancellation, we will make the refund within 14 days after you inform us of your decision to cancel the Order. We will refund you on the credit card or debit card used by you to pay.
11.9 Unless the Goods are damaged or not as described you will be responsible for the cost of returning the Goods to us.
11.10 Clauses 11.6 to 11.9 also apply where your Order is for a combination of Goods and Services or Online Services.
11.11 For Orders for Services you may cancel the Order at any time until the end of 14 days after the day on which we accept your Order and send the order confirmation email. If you wish us to commence the provision of any Services or the Online Services prior to the expiry of this period then you can request that we do so in writing but this means that you will lose your right to cancel the Order once the Services or Online Services have been fully supplied to you and, if you cancel your Order before the Services or Online Services have been fully supplied then we will charge you for the Services and/or Online Services provided for the items supplied or period supplied in comparison to the price for the full service, as the case may be.
11.12 If you wish to cancel the Contract within the time periods set out above for Goods, Services or Online Services you must let us know by emailing us at firstname.lastname@example.org or calling us on 0845 5008484
If you are emailing us to cancel your Order please include your order number, name, delivery address and reference number to help us identify you. If you email your cancellation it will be effective from the date you sent us the email to the address set out in this clause.
11.13 In addition to the other rights to cancel the Order under clause 11.6, you may also cancel the Order and return the Goods to us if they are faulty or not as described in which case you must return the Goods to us promptly and we will refund the price of the Goods in full, together with any applicable delivery charges, and any reasonable costs you incur in returning the item to us unless the fault or mis-description is as a result of anything listed in clause 5.10.
12. Termination12.1 This clause 12 applies to all Customers, whether businesses or consumers.
12.2 Without limiting its other rights or remedies either party may terminate any Online Services by giving the other party not less than 30 days’ prior written notice, such notice to expire at the end of the current 12 month Online Services Period. We will notify you by letter or email before each anniversary of the Online Services Period, the price payable for the next Online Services, the Online Services Period and where the Online Services relates to online products, of any change to the licence terms and conditions applicable to that product. You will have 30 days from the date of this renewal notice to cancel the next Online Services if you wish.
12.3 Without limiting its other rights or remedies, each party may terminate one or more Orders or this Agreement in its entirety (including all Orders subject to its terms) with immediate effect by giving written notice to the other party if:
12.3.1 the other party commits a material breach of its obligations under this Agreement and (if such breach is remediable) fails to remedy that breach within 10 Business Days after receipt of notice in writing to do so;
12.3.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
12.3.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
12.3.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
12.3.5 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
12.3.6 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
12.3.7 the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
12.3.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
12.3.9 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.5.2 to clause 11.5.8 (inclusive); or
12.3.10 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business.
12.4 Without limiting its other rights or remedies, 1st Option may, in its sole discretion, terminate an Order with immediate effect by giving written notice to Customer if Customer fails to pay any amount due under the Order on the due date for payment.
12.5 Without limiting its other rights or remedies, 1st Option may, in its sole discretion suspend the supply of Services, Online Services or all further deliveries of Goods under any and/or all Orders if Customer fails to pay any amount due on the due date for payment, Customer becomes subject to any of the events listed in clause 11 .4.2 to clause 11.4.8 (inclusive), or 1st Option reasonably believes that Customer is about to become subject to any of them.
12.6 On termination of the Contract for any reason:
12.6.1 Customer shall immediately pay to 1st Option all outstanding sums and any applicable interest and, in respect of Services supplied but for which no invoice has yet been submitted, 1st Option shall submit an invoice, which shall be payable by Customer immediately on receipt;
12.6.2 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and
12.6.3 clauses 1, 5.8 to 5.12 (inclusive), 5.14, 8, 9, 10, 11, 12.6, 13 and 14 shall continue in full force and effect.
13. Non Solicitation13.1 During the course of our provision of Services and/or Online Services to you, and for a period of 9 months after such provision has ended, you agree that you will not offer to nor employ or engage or otherwise facilitate the employment or engagement of any 1st Option employee, agent or representative unless such employment or engagement can be proved to be as a direct result of a bona fide recruitment campaign or advertisement by you to which the relevant employee has independently responded without encouragement, suggestion or advice from you.
14. General14.1 Neither party shall be liable to the other for any failure or delay in fulfilling its obligations which are attributable to any event, act, omission or action beyond its reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes, 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 subcontractors.
14.2 Customer shall not, without the prior written consent of 1st Option, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under this Agreement. 1st Option may appoint subcontractors or transfer, assign or otherwise deal with its rights and obligations under this Agreement at its discretion.
14.3 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier or email.
14.4 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the other’s registered office address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the next Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by or email at the time of sending provided that no delivery failure receipt is returned.
14.5 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
14.6 A waiver of any right under this Agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.7 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
14.8 A person who is not a party to this Agreement shall not have any rights to enforce its terms.
14.9 No variation of this Agreement shall be effective unless it is agreed in writing and signed by both parties.
14.10 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and the parties submit to the exclusive jurisdiction of the courts of England and Wales.