GENERAL TERMS OF USE FOR SCHOOLS, CLUBS AND GROUPS

Welcome to ShopKeepEasy an online service operated by ShopkeepEasy Limited a company incorporated in England and Wales with number 09813588 and whose registered office is at whose registered office is at The Old Post Office, 41-43 Market Place, Chippenham, SN15 3HR.

Along with our affiliates and associates, ShopKeepEasy provides useful online services for schools/clubs and their parents.

ShopKeepEasy (www.shopkeepeasy.com) sometimes provides its online services in association with other third party companies to offer great value clothing, products and services. In order for us to run our service to you smoothly, we must share information about the information you provide and the decisions you take (such as the orders you make) with these third party providers.

We take the security of our site and our conduct as a company very seriously. Please read through the following information carefully which will address any enquiries you may have about how we operate, and how your details are used. The documents also govern how you are permitted to use our site and the various services that we offer.

The terms and conditions (which include our Privacy Policy) apply to the use of all the ShopKeepEasy services. By logging in or creating an account with us, you are agreeing to accept our terms and conditions for every time you access and use, now or in the future, ShopKeepEasy services.

Please note, these terms and conditions including our Privacy Policy can potentially change at any time, and it is up to you to check these terms and conditions regularly in case there are any changes. If you do not agree with the terms and conditions set out below, you should not use or access our site.

References in these terms and conditions to:

“ShopKeepEasy”, “we” and “us” mean, ShopkeepEasy Limited a company incorporated in England and Wales with number 09813588 and whose registered office is at whose registered office is at The Old Post Office, 41-43 Market Place, Chippenham, SN15 3HR;
“our site” means to shopkeepeasy.com or such replacement url which may supplement or supersede such website from time to time;
“you” or “your” mean to you the user of our site.

GENERAL TERMS
ACCEPTABLE USE POLICY
SHOPKEEPEASY WEB SHOP

GENERAL TERMS

1. Accuracy of content

To the extent permitted by applicable law, ShopKeepEasy disclaims all representations and warranties, express or implied, that content or information displayed in or on our site is accurate, complete, up-to-date and/or does not infringe the rights of any third party.

2. Using ShopKeepEasy Services

As a user of a ShopKeepEasy service, you agree that you are at least 13 years old and fully able and competent to enter into legally binding contracts.

As a representative or administrative contact for a school/club, you also agree that you have the authority to represent that school/club and make decisions relating to the services you use on behalf of that school/club.

Your username and password enables you to login to your account and control the services available to you. Please keep these in a safe place. If you think that someone else may either know or be using your username and password, please visit your user account page when logged in and change your login details. You can also contact us by email at support[at]shopkeepeasy.com or by live chat (a link which can be found on the homepage).

If you (being a school/club/group) sign up to services which require you to provide your bank details for the processing of payments due to you, then you are responsible for ensuring that those details are and remain correct and we shall not be liable to you or any third party for any loss that you or any third party may suffer as a result of such details being incorrect save for in connection with our fraud or the fraud of any of our employees.

If you are signed in to ShopKeepEasy with administrative permissions for a school/club account, you are responsible for ensuring that any account details entered or amended shall be with the full authority and knowledge of that school/club and that the decisions/actions you make on the account are in the best interest of the school/club.

We reserve the right to decline or suspend your account at any time and at our sole discretion.

Our site is made available free of charge.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to our site.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

3. Copyright

All rights, including copyright, in the content of the ShopKeepEasy web pages are owned or controlled by ShopKeepEasy. In accessing web pages, you agree that you may only download the content for the purpose of administering services for your own individual use. You are not permitted to copy, broadcast, download, store (in any medium), transmit, show or play in public, adapt or change in any way the content of the ShopKeepEasy web pages for any other purpose whatsoever without the prior written permission of ShopKeepEasy.

If you print off, copy or download any part of our site in breach of these terms and conditions, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

4. Links to other websites

ShopKeepEasy may place links to other third party websites we think you will want to visit not operated by ShopKeepEasy. The links are provided for your convenience. We do not vet these websites and do not have any control over their content. ShopKeepEasy cannot accept any liability in respect of the use of these websites.

Please be aware that we are not responsible for the privacy practices, or content, of these third party sites. We encourage our users to be aware when they leave our site and to read the privacy statements of third party sites. You should evaluate the security and trustworthiness of any other site connected to this site or accessed through this site yourself, before disclosing any personal information to them.

5. Linking to our site

You may link to our home page or your shop page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

6. Third party services

Depending on the third party services you choose to use, we may pass information relating to your account and the decisions you make in controlling the third parties’ service(s) to the respective third party service provider (if any), so that they can meet their obligations to you effectively.

We do not monitor or review the content of third party information which may appear on our site. Opinions expressed or materials provided by third parties that appear on ShopKeepEasy web pages are not necessarily shared or endorsed by us and we should not therefore be regarded as the publisher of such opinions or material.

7. Exclusions and limitations

Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

We exclude all representations, warranties, conditions and terms (whether express or implied by statute, common law or otherwise) to the fullest extent permitted by law. We accept no liability for any losses or damages which are not reasonably foreseeable arising out of or in connection with these Terms and conditions or links to other websites.

Except to the extent required by applicable law, ShopKeepEasy shall not be liable to any person or entity for any loss or damage which may arise from the use of or reliance on any content or information displayed in or on our site.

Your use of any information on our site is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through linked websites and services meet your specific requirements. We have no responsibility for the content of the linked website(s). The information on our site is provided on an "as is" basis. To the fullest extent permitted by law, ShopKeepEasy excludes all representations and warranties relating to our site and its contents or which is or may be provided by any affiliates or any other third party, including in relation to any inaccuracies or omissions in our site and/or our literature; and excludes all liability for damages arising out of or in connection with your use of our site. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised us of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages.

8. Viruses and availability

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

We do not guarantee that our site, or any content on it, will be free from errors or omissions.

9. Personal information, privacy and cookies

By submitting information via this site, you consent to the processing of data personal to you, such as name, address, telephone number, contact details and other details, personal or otherwise (“Data”) which might be part of the account registration/administration process for our site.

By agreeing to use our site you agree that both we and carefully selected third parties may use the information we collect to inform you, by letter, phone, SMS or email, about services you already use them for, special offers and new products and services that we think may be of interest to you and we may tell you about other organisations' products and services. We will tell you about this when we collect your information and if you do not wish to receive these communications, you will have the opportunity to opt out.

You also acknowledge that the processing of your Data might be necessary and/or desirable for the personalisation and/or administration of your visit to our site and/or the granting and controlling of access to this site or parts thereof to other users and you consent to such processing.

By accessing this site, you accept and agree that ShopKeepEasy, affiliates of ShopKeepEasy or linked websites may send cookies (small pieces of data placed on your hard disk drive when you access a website or a certain part of a website) to your computer or other access device in order to personalise your visit to this site and/or to learn more about your use or browsing habits while visiting this site. For more information please review our Privacy Policy.

10. Confidentiality

We are registered under the Data Protection Act 1998 and as such, any information concerning the User or the entity the User represents and their respective records may be passed to third parties. Users have the right to request sight of, and copies of any and all records we keep on them, on the proviso that we are given reasonable notice of such a request. Users are requested to retain copies of any literature issued in relation to the provision of our services.

Unless you have consented otherwise, we will not sell, share, or rent your personal information to any third party or use your e-mail address for unsolicited mail. Please note that by signing up to some of the services offered on our site you are consenting to receive emails from us and selected third parties. If you do not wish to receive such emails you can notify us at any time by emailing us at support[at]shopkeepeasy.com

11. Force Majeure

Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, Political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein.

12. Governing Law

This contract is subject to English law and the exclusive jurisdiction of the English courts. If any provision of these disclaimers and exclusions shall be unlawful, void or for any reason unenforceable then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

ACCEPTABLE USE

This acceptable use policy sets out the terms between you and us under which you may access our site. This acceptable use policy applies to all users of, and visitors to, our site.

Your use of our site means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our general terms and conditions and additional terms of use relating to specific services that we offer through our site.

1. Prohibited uses

You may use our site only for lawful purposes. You may not use our site:

In any way that breaches any applicable local, national or international law or regulation.
In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
For the purpose of harming or attempting to harm minors in any way.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards set out below.
To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our general terms and conditions.
Not to access without authority, interfere with, damage or disrupt:
- any part of our site;
- any equipment or network on which our site is stored;
- any software used in the provision of our site; or
- any equipment or network or software owned or used by any third party.

2. Interactive services

We may from time to time provide interactive services on our site, including message boards.

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

The views expressed by other users on our site do not represent our views or values.

3. Content standards

These content standards apply to any and all material which you contribute to our site ("contributions"), and to any interactive services associated with it.

You must comply with the spirit and the letter of the following standards. The standards apply to each part of any contribution as well as to its whole.

Contributions must:

Be accurate (where they state facts).
Be genuinely held (where they state opinions).
Comply with applicable law in the UK and in any country from which they are posted.

Contributions must not:

Contain any material which is defamatory of any person.
Contain any material which is obscene, offensive, hateful or inflammatory.
Promote sexually explicit material.
Promote violence.
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Infringe any copyright, database right or trade mark of any other person.
Be likely to deceive any person.
Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
Promote any illegal activity.
Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
Be likely to harass, upset, embarrass, alarm or annoy any other person.
Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
Give the impression that they emanate from us, if this is not the case.
Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

4. Suspension and termination

We will determine, at our discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate.

Failure to comply with this acceptable use policy constitutes a material breach of the general terms of use upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

Immediate, temporary or permanent withdrawal of your right to use our site.
Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
Issue of a warning to you.
Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
Further legal action against you.
Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

SHOPKEEPEASY WEB SHOP

Interpretation
1. Definitions:
  "Business Day"
  a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  "Conditions"
  these terms and conditions as amended from time to time in accordance with clause 10.2, which shall include ShopKeepEasy’s General Terms and Conditions and Acceptable Use policy
  "Contract"
  the contract between ShopKeepEasy and you for the supply of Services in accordance with these Conditions.
  “Funds Account”
  The funds account operated by ShopKeepEasy allowing prospective purchasers to purchase e-vouchers which can be used to purchase products from various web shops operated by ShopKeepEasy including your web shop.
  "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, rights in computer software, 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.
  "Services"
  the web shop and the products to sell in the web shop, supplied by ShopKeepEasy to you on the terms of this Contract.
  “Site”
  the shopkeepeasy.com website.
  “ShopKeepEasy”
  ShopkeepEasy Limited a company incorporated in England and Wales with number 09813588 and whose registered office is at whose registered office is at The Old Post Office, 41-43 Market Place, Chippenham, SN15 3HR
  “VAT”
  value added tax or any equivalent tax chargeable in the UK or (where relevant) elsewhere.
  “web shop”
  An online retail facility enabling you to sell certain products to third parties.
  "You; Your"
  the school/club who purchases Services from ShopKeepEasy.
2. Interpretation:
  1. A reference to a statute or statutory provision is a reference to it 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. 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.
  3. A reference to writing or written includes fax and email.
Basis of contract
By agreeing on the Site for ShopKeepEasy to provide you with a web shop, you agree to accept such Services from ShopKeepEasy on the basis of this Contract.
Supply of Services
1. In addition to providing the web shop, ShopKeepEasy shall (where reasonably possible) supply all products available for purchase through the web shop and you are precluded from selling any other products through the web shop without ShopKeepEasy’s prior written consent.
2. ShopKeepEasy shall use all reasonable efforts to ensure that all orders for products purchased by you from ShopKeepEasy shall be delivered within 14 Business Days of the date of your order, provided that such order is placed utilising the correct procedures as notified to you by ShopKeepEasy from time to time. Notwithstanding ShopKeepEasy’s intention to deliver products within 14 Business Days, time shall not be of the essence for such delivery and you shall have no claim against ShopKeepEasy for any loss suffered as a result of late deliveries.
3. In addition to items added by you, ShopKeepEasy reserves the right to sell other items on your webshop from time to time that also provide funds to you. These will be offered on a separate web page within your web shop entitled “handpicked”. Any deliveries, returns or faults for “handpicked” items will be handled by ShopKeepEasy. Should you wish to remove this additional fundraising page, please contact us.
4. ShopKeepEasy shall have the sole unfettered right to make any changes at any time to the design, content, usability or otherwise of any web shop.
5. ShopKeepEasy may agree to host, produce and/or sell webinars or recordings in collaboration with you or representatives of your business. This may be done via your shop as well as from the art platform ShopKeepArty.com, owned by ShopKeepEasy. For art webinars, the standard commercial terms for this are set out in our commercial agreement , unless otherwise agreed by ShopKeepEasy in writing.
Your obligations
1. You will be the trader supplying the products to purchasers through the web shop and you will indemnify ShopKeepEasy for any loss or liability that ShopKeepEasy may incur as a direct or indirect consequence of it being determined that ShopKeepEasy acts as the trader, pursuant to the Consumer Contracts Regulations 2013 or otherwise, in the sale of the products to parents in your place.
2. Any sales by you to purchasers through the web shop will be on the basis of the terms and conditions displayed on the web shop as being those terms and conditions between you the trader and the purchaser. You agree to be bound by such terms and conditions in respect of each and every transaction with a purchaser through the web shop.
3. Subject to the provisions of clause 3.1, you shall decide from time to time what products you wish to sell through the web shop and at what price you wish to sell such products. If, with the requisite consent as detailed at clause 3.1, you sell products through the web shop that ShopKeepEasy have not supplied to you, you agree to be responsible for ensuring that you have sufficient levels of stock available to fulfil orders for such products that are made through the web shop and to maintain the stock level information on the web shop, for such products.
4. Once you have placed an order with ShopKeepEasy for the supply of any products, you may not cancel such order irrespective of whether any purchaser subsequently cancels their order with you.
5. A purchaser may cancel their order at any time within 14 days of the date of their order and they are then entitled to receive a full refund of the purchase price. If you receive notification from any purchaser of their wish to cancel you must notify ShopKeepEasy immediately so that the purchaser’s Funds Account with ShopKeepEasy can be re-credited. You will indemnify ShopKeepEasy in respect of any loss that ShopKeepEasy may suffer if you fail to promptly notify ShopKeepEasy of any request by a purchaser to cancel an order.
6. Whilst it is envisaged that most products to be sold through the web shop will be zero rated for VAT, if any product is subject to standard rated VAT or otherwise, ShopKeepEasy will notify you and supply you with an appropriate VAT invoice for such product. If you are registered for the purposes of VAT it shall be your responsibility to account to HMRC in respect of the VAT chargeable by you to the purchaser on the product.
7. If any purchaser wishes to return any product then it shall be your responsibility to facilitate such return, to update your stock level figures on the web shop and to notify ShopKeepEasy through the web shop of the returned item so that the purchaser’s Funds Account with ShopKeepEasy can be re-credited with the relevant amount.
Payment
1. The fees payable to ShopKeepEasy for the provision of the web shop and other services shall be as detailed from time to time on the web shop.
2. The ShopKeepEasy (SK) Price shown includes item shipping to our fulfilment house, the embroidery/print/engraving of any applied designs, system processing & order history collation. The minimum SK price shown for any item is £0.30 and includes VAT.
3. When editing your shop item prices, the margin shown is the gross margin you collect per sale and is the difference between your shop price and the SK Price. The gross margin figure does not include our margin fees or transaction charges which are shown on your account funds page when a transaction is made. Margin fees vary by shop account license type. Please see https://shopkeepeasy.com/pricing for details
4. Our transaction charges are fixed at 2.9% and VAT where applicable.
5. The fees payable to ShopKeepEasy for the provision of the web shop and other services shall be as detailed from time to time on the web shop.
6. All prices that ShopKeepEasy shall charge you for the supply of products will be as stated on the web shop from time to time. However it is always possible that, despite ShopKeepEasy’s best efforts, some of the products offered for sale may be incorrectly priced. ShopKeepEasy will normally check prices before accepting your order so that, where the product's correct price at your order date is less than ShopKeepEasy’s stated price at your order date, ShopKeepEasy will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, ShopKeepEasy will contact you for your instructions before ShopKeepEasy accepts your order. If ShopKeepEasy accepts and processes your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, ShopKeepEasy may cancel the order.
7. Purchasers of products from you through the web shop shall use e-voucher funds that the purchaser will purchase from ShopKeepEasy and add to their Funds Account. Such Funds Account shall be held by ShopKeepEasy and can be utilised by the purchaser in respect of the purchase of products from different web shops that ShopKeepEasy provide to you and other organisations. Once a purchaser places an order through the web shop their Funds Account will be debited with the price payable for such products, together with any delivery charges that are payable if the products are not to be collected from you. If the relevant product is held by you in stock and the purchaser wishes to collect the product from you directly then the transaction will be completed immediately, you will be notified of the order details and the purchaser will be notified that they can collect their product from you. ShopKeepEasy will then transfer the funds balance representing the purchase price for such product to your account held by ShopKeepEasy.
8. If a purchaser opts to purchase a product that is not in stock, or chooses the home delivery option, then such order shall be placed on hold until such time as you choose to submit an order to ShopKeepEasy including that product. At such time as the order has been placed by you, the funds balance will be transferred from the purchasers Funds Account to your account with ShopKeepEasy. The products will then be delivered to you in accordance with clause 3.2 and ShopKeepEasy will notify the purchaser that the products are available for collection from you or that the products have been dispatched for home delivery (as appropriate).
9. ShopKeepEasy shall provide invoices to you in respect of all products ordered (including delivery charges where a purchaser has opted for home delivery) and all other fees payable for services provided by UnifromEasy and ShopKeepEasy will be entitled to deduct monies from your ShopKeepEasy account to settle such invoice whether in whole or in part. Where your ShopKeepEasy account does not have sufficient funds in it to settle the whole of the invoice balance owing from time to time, then you must settle such invoice by alternative means within 30 days of the invoice date.
10. From time to time you may wish to withdraw funds from your ShopKeepEasy account. Funds can be withdrawn at any time by requesting a BACS payment withdrawal from ShopKeepEasy via the web shop, subject to a minimum balance of £100 being available in your ShopKeepEasy account, subject to no outstanding click & collect customer requests require ordering by you and subject to you having supplied ShopKeepEasy with your bank account details for payment of such funds. Subject to clause 5.7 ShopKeepEasy shall not be obliged to pay funds to you unless you have supplied the correct bank details.
11. If you choose to close your account with ShopKeepEasy or if ShopKeepEasy decides to close your account if it or your web shop remains inactive for a period of 90 days in any 365 day period, then ShopKeepEasy shall repay to you the balance held in your ShopKeepEasy account, having first deducted a shop closure administration fee of £500. If in such circumstances you have not supplied your correct bank details so as to enable ShopKeepEasy to make the payment of such monies by BACS and if you continue to fail to supply such bank details within 10 Business Days of being required to do so by ShopKeepEasy, then ShopKeepEasy may pay such monies to you by way of a cheque, having first deducted an administration fee of £700 which shall be payable to ShopKeepEasy.
12. If you fail to make any payment due to ShopKeepEasy by the due date for payment pursuant to clause 5.5 above or otherwise pursuant to these terms, then you shall pay interest on the overdue amount at the rate of 4% per cent per annum above Lloyds Bank Plc’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. You shall pay the interest together with the overdue amount.
13. You shall not be entitled to any interest in respect of any monies held by ShopKeepEasy at any time whether in your ShopKeepEasy account or otherwise.
14. You shall pay all amounts due to ShopKeepEasy under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). ShopKeepEasy may at any time, without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by ShopKeepEasy to you.
Intellectual property rights
1. All Intellectual Property Rights in or arising out of or in connection with the web shop or any other part of ShopKeepEasy’s website linked to the web shop shall be owned by ShopKeepEasy.
2. If you use ShopKeepEasy or its art platform ShopKeepArty.com to host, produce or record videos featuring you and/or your business, you agree that ShopKeepEasy will own the full rights to that recording.
3. You acknowledge that, in respect of any third party Intellectual Property Rights, your use of any such Intellectual Property Rights is conditional on ShopKeepEasy obtaining a written licence from the relevant licensor on such terms as will entitle ShopKeepEasy to license such rights to you.
4. You hereby grant ShopKeepEasy a royalty free, irrevocable, non-exclusive, worldwide licence to use your name and logo on the web shop, on the Site, on products sold through the web shop and in marketing materials utilised by ShopKeepEasy for the period during which your web shop remains live and your account with ShopKeepEasy remains open.
Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
1. Nothing in the Contract shall limit or exclude ShopKeepEasy’s liability for:
  1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
  2. fraud or fraudulent misrepresentation; or
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
2. Subject to clause 7.1, ShopKeepEasy shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  4. loss of anticipated savings;
  5. loss of use or corruption of software, data or information;
  6. loss of damage to goodwill; and
  7. any indirect or consequential loss.
3. Subject to clause 7.1, ShopKeepEasy’s total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to £500.
4. 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.
5. This clause 7 shall survive termination of the Contract.
Termination
1. Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 1 months’ written notice.
2. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 days of that party being notified in writing to do so;
  2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
3. Without limiting its other rights or remedies, ShopKeepEasy may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment or if you (being a school) permanently close, or (being a club) close, fold or cease to exist.
4. Without limiting its other rights or remedies, ShopKeepEasy may suspend provision of the Services under the Contract or any other contract between you and ShopKeepEasy if you become subject to any of the events listed in clause 8.2.2 to clause 8.2.4 or clause 8.3 or ShopKeepEasy reasonably believes that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
Consequences of termination
1. On termination of the Contract for any reason:
  1. You shall immediately pay to ShopKeepEasy all of the ShopKeepEasy’s outstanding unpaid invoices (where insufficient funds are held by ShopKeepEasy with which to pay such invoices) and interest (where applicable) and, in respect of products supplied but for which no invoice has been submitted, ShopKeepEasy shall submit an invoice, which shall be payable by you immediately on receipt;
  2. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
  3. clauses which expressly or by implication survive termination shall continue in full force and effect.
General
1. Assignment and other dealings.
  1. ShopKeepEasy may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
  2. You shall not, without the prior written consent of ShopKeepEasy, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
2. Variation.No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
3. Waiver.A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
  1. waive that or any other right or remedy; or
  2. prevent or restrict the further exercise of that or any other right or remedy.
4. Severance.If any provision or part-provision of the Contract 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 the Contract.
5. Notices.
  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office, the school/club premises (in respect of you) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service or commercial courier.
  2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.5.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed;.
  3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
6. Third parties.No one other than a party to the Contract shall have any right to enforce any of its terms.

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