Terms And Conditions And Software Licence Agreement

PLEASE READ THE FOLLOWING STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS AND THE PETSLIFE SOFTWARE LICENCE AGREEMENT BELOW CAREFULLY

USE OF THIS SOFTWARE IS SUBJECT TO AGREEING TO ALL OF THESE TERMS, CONDITIONS AND AGREEMENT CLAUSES

STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS

1. INTERPRETATION

1.1 In these Conditions:
Business Day:  means a weekday other than a Saturday when the banks are open for business

Company:  means PetsLife Limited, 130 Stronsay Drive, Aberdeen, AB15 6JD

Conditions:  means these standard terms and conditions of sale and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company;

Contract:  means the Contract between the Customer and the Company for the sale and purchase of Goods

Customer:  means you, a business or a consumer (as the case may be) whose order for the Goods is accepted by the Company; and

Goods:  means the Goods which the Company is to supply in accordance with these Conditions.

2. COMPLETE AGREEMENT

2.1 These Conditions shall govern the Contract to exclusion of any other terms and conditions between the Company and the Customer and no variation to the Contract or these Conditions shall be binding upon the Company unless agreed in writing by the Company.

2.2 The Company’s employees, agents or representatives are not authorised to make any representations concerning the Goods unless such representations are confirmed.

2.3 Any typing clerical or other error or omission in any catalogue, sales literature, price list, despatch note, invoice or other documentation or any information issued by the Company (in whatever form and on whatever media) shall be subject to correction without any liability on the part of the Company.

3. CONTRACT

3.1 No order submitted by the Customer shall be deemed to be accepted by the Company until the Goods have been despatched by the Company [and an email confirmation issued to the Customer.]

3.2 The Customer shall be responsible for ensuring the accuracy of any order submitted by the Customer including confirming in writing any telephone orders and for giving the Company any necessary information relating to the Contract and delivery (as the case may be) within a sufficient time to enable the Company to deliver the Goods to the premises notified to the Company by the Customer.

3.3 Written confirmations of any telephone orders shall clearly indicate that they are only confirming earlier telephone orders and shall contain details of the Customer’s account number and purchase order number.

4. PRICE

4.1 The price of the Goods shall either be the price payable for the Goods at the time of acceptance of the Customer’s order in accordance with the provisions of Clause 3.1 or in cases where the Customer has paid for the Goods by credit card or cheque and payment has cleared the price paid for the Goods by the Customer at the time when payment cleared subject to the Company reserving the right by giving notice in writing to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the cost of the Goods to the Company which is due to any matters beyond the Company’s reasonable control including (without limitation) any increase in Value Added Tax (VAT), transport costs, carriage, postage and packaging and any other applicable duties and taxes.

4.2 All prices stated in any Company’s catalogue, sales literature, price lists or other documentation (issued by the Company from time to time in whatever form and on whatever media) may be altered by the Company at any time without giving notice to the Customer.

4.3 The price for any Goods quoted in any catalogues, sales literature or price lists is inclusive of any applicable VAT. Postage and packing charges are as detailed on the Company’s order form and are in addition to the price of the Goods.

4.4 The price for the Goods stated in any invoice shall be inclusive of VAT.

4.5 The Customer shall be liable for any reasonable costs incurred by the Company in the event of variation or suspension of any order by the Customer.

5. TERMS OF PAYMENT

5.1 Customers are required to pay the Company for all orders for Goods in full by debit card, credit card, or Cheque and the Goods in question shall only be despatched to the Customer (in the case of payment by cheque or credit card) when the Company is satisfied that the payments in question have cleared.

6. DELIVERY

6.1 The Company shall deliver the Goods to any premises (except that deliveries are not made outside the United Kingdom) notified to the Company by the Customer. For deliveries to non mainland UK destinations please contact the customer service helpdesk.

6.2 The Company shall use its reasonable endeavours to deliver the Goods to the premises stated by the Customer by any delivery date estimated by the Company and for the avoidance of doubt the Customer acknowledges that the delivery date is not guaranteed or of the essence of the Contract and that the Company shall in no circumstances be liable to the Customer for any losses, damages or charges incurred by the Customer due to the late delivery of the Goods.

6.3 Goods delivered to the Customer shall be deemed accepted by the Customer and the Customer shall inspect the Goods immediately upon delivery and in all cases shall inform the Company in writing within 7 (seven) days of delivery of any damage, shortages or non delivery of the Goods.

6.4 If the Customer fails to take delivery of the Goods (or fails to give the Company adequate delivery instructions at the time stated for delivery otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then without prejudice to any other rights or remedies available to it the Company will leave a delivery card with contact details on it and either:

6.4.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or

6.4.2 sell the Goods at the best price readily obtainable (after deducting all reasonable storage and selling expenses) and charge the Customer any shortfall below the price obtained under the Contract.

7. RISK

7.1 Risk of damage to or loss of the Goods shall pass to the Customer:

7.1.1 in the case of Goods being collected by the Customer at the Company’s premises after notification from the Company that the Goods are ready for collection, at the time when the Customer collects the Goods from the Company’s premises; or

7.1.2 in the case of Goods which are not being collected by the Customer and which are being delivered to the Customer’s premises at the time of delivery, or if the Customer wrongfully fails to take delivery of the Goods, at the time when the Company has tendered delivery of the Goods to the Customer.

8. CANCELLATION

8.1 A Customer shall, subject to the terms set out in this Clause 8, have the right to cancel a Contract within 7 working days from the day after the date of delivery of the Goods by the Company to the consumer provided that he/she gives notice via Email, Phone or Mail of such cancellation in accordance with Clause 9.

8.2  You do not have the right to cancel the contract if the order is for  computer software which have been unsealed by you, or for goods which by their nature cannot be returned.

9. RETURNS POLICY

9.1.Where a Customer is not satisfied with Goods and/or does not want them, the Goods can only be returned to the Company if fully re-saleable. In the event of such returns, this must be within 14 days of purchase. Due to the distance selling regulations, you are required to contact the company within 7 days (cooling off period) via Email, Phone or Mail quoting your Order Number. At this stage you will be allocated a return reference number (which you must obtain before shipping anything back). You are responsible for returning any such goods to the Company and shall be liable for the cost of returning the items (or must cover our costs for collecting them). Additionally, the products must be in a new condition and in their original packaging fit for resale. Once goods are received, we will refund you accordingly.

9.2 RETURNS POLICY OF FAULTY/DAMAGED GOODS

In this situation you may return the products to the Company provided you do so relatively quickly. Please contact us via Email, Phone or Mail quoting your Order Number. A returns authorisation number must be obtained from the customer services department before any Goods can be returned to the Company. All repairs, replacements or refunds will be processed following receipt and inspection by our Returns department. The Goods must also be packaged in all their original packaging so as to ensure safe transit and ease of identification and be returned in their entirety. The Company shall refuse Goods returned without a Returns authorisation number.

9.3 The Goods will be tested upon receipt. If no fault is found, the Goods will be returned to the Customer or we reserve the right to levy a charge to cover our costs. If a fault is found, you have the right to a repair or replacement (or a full/partial refund where repair/replacement is not available). The return postage costs will be refunded. These rights do not apply in respect of a fair wear & tear, misuse and accidental damage.

9.4 Risk in any Goods that the Customer is returning to the Company shall remain with the Customer until the Goods have been delivered to the Company’s premises and accepted by the Company.
If a consumer exercises his/her right to cancel a Contract, the Company shall, in accordance with the Regulations, reimburse any payment made by the consumer within 30 days from the day on which he/she gave such notice of cancellation.

9.5  The statutory rights of the Customer are not affected by these Conditions.

9.6  If you, the Customer do not return the goods as required, the Company may charge you a sum not exceeding the direct costs of recovering the goods.

10. WARRANTIES AND LIABILITY

10.1 All Goods supplied by the Company are warranted free from defects for 12 months from the date of supply.  The statutory rights of the Customer are not affected by this warranty.

10.2	This warranty does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, use otherwise than as recommended by the Company, failure to follow the Company’s instructions, or any alteration or repair carried out without the Company’s approval.

10.3 Except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty in common law or under the express terms of the Contract for any indirect, special or consequential losses or damages (whether for loss of profit or otherwise) costs expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees, agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer and the entire liability of the Company under or in connection with the Contract shall not exceed one and a half times the price paid for the Goods in question by the Customer.

11. INDEMNITY

11.1 The Customer undertakes to the Company that it will immediately indemnify the Company against all proceedings, costs, fees, expenses, payments, liabilities, losses and damages arising out of the breach or negligent performance by the Customer of any terms of the Contract.

12. FORCE MAJEURE

12.1 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, where the delay or failure was due to any cause beyond the Company’s reasonable control and without prejudice to the generality of the foregoing the following shall be regarded (without limitation) as causes beyond the Company’s reasonable control:

12.2.1 acts of God, explosion, flood, tempest, fire or accident;

12.2.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

12.2.3 Acts, restrictions, regulations, bye-laws or measures of any kind on the part of any governmental parliamentary or local authority;

12.2.4 import or export regulations or embargoes;

12.2.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);

12.2.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; and

12.2.7 power failure or breakdown in machinery.

13.	DATA PROTECTION

13.1  The Company will take all reasonable precautions to keep the details of your order and payment secure, but unless the Company is negligent, the Company will not be liable for unauthorised access to information supplied by you.

13.2	The Company will only use the information you provide about yourself for the purpose of fulfilling your order, unless you agree otherwise.  The Company would like to notify you of products and offers that may be of interest to you from time to time, and if you would not like to be notified of these, please advise the Company accordingly.  You can correct any information about you, or ask for information about you to be deleted, by giving written notice to the Company at the address, fax number or email address shown below:-

Petslife Limited
130 Stronsay Drive, Aberdeen, AB15 6JD
Fax number: 01224 326307
Email: customerservices@PetsLife.co.uk

14. GENERAL

14.1 No waiver by the Company of any breach of Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provisions of these Conditions.

14.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

14.3 The Company reserves the right to amend these Conditions in respect of any promotion, offer or the like made or issued by the Company from time to time in relation to the Goods.

14.4 These Conditions shall be governed by and construed in accordance with the laws of Scotland.

PETSLIFE SOFTWARE LICENCE AGREEMENT

NOTICE: THE FOLLOWING IS A LEGAL AGREEMENT. PLEASE READ IT CAREFULLY. INSTALLATION OR USE OF THE SOFTWARE PROVIDED WITH THIS AGREEMENT (THE “SOFTWARE”) CONSTITUTES ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST
(i) IMMEDIATELY CEASE USING THE SOFTWARE,
(ii) DESTROY ALL COPIES OF THE SAME, INCLUDING ANY COPIES STORED ON YOUR HARD DRIVE AND ANY ARCHIVAL COPIES

LICENCE GRANT: PetsLife Limited (“PetsLife”) grants you a non-exclusive, non-transferable right and licence to use the Software as follows:

1.  You may install and use only one copy of the Software for single home or non-commercial organisation computer protection only.
2.  You may not use the Software on a network or more than one PC.
3.  You may make one back-up copy of the Software to be used ONLY to replace an unusable copy of the Software.
4.  You agree to keep the Software, and all copies of it confidential, in your possession and under your control.
5.  You agree to return the Software to PetsLife on termination of your licence to use the Software, and to destroy any back-up copies that you have made and any other copies of the Software in your possession or under your control.

COPYRIGHT: The Software is proprietary to PetsLife. PetsLife retains all copyrights, trade secret rights, patents, trademarks and any other proprietary rights relating to the Software.
Except as expressly provided in the Licence Grant above or for the purposes expressly permitted by and in accordance with Section 296A(1) and Section 50B(2) of the Copyright Designs and Patents Act 1988, you may not copy, reproduce, alter, modify, decompile, disassemble, reverse engineer, or create derivative works based on, the Software. All rights not expressly granted are reserved. Any copy of the Software, which you are permitted to make under this Agreement, must include all of the copyright and other notices appearing in the original copy of the Software.
PetsLife and PetsLife PC Version is Copyright © 2002-2008, PetsLife Limited.  You must treat the Software like any other copyrighted material.
The name, PetsLife, and all logos and graphics found within software released by PetsLife Limited is Copyright © 2002-2008, PetsLife Limited.

RESTRICTIONS ON TRANSFER: This license is personal to you, and neither your rights hereunder nor any copy of the Software, may be sold, assigned, distributed, transferred or sublicensed to any other person, in any media (including electronic media), without the prior written consent of PetsLife. Any transfer in violation of this section will be null and void and will automatically terminate your right to use or possess the Software.

UPDATED VERSIONS: The Software may be updated from time to time by PetsLife at its sole discretion. You may obtain such updated versions of the Software from PetsLife on the terms agreed upon by PetsLife and you. You acknowledge that you are responsible for downloading and installing such updated versions of the Software.

GOVERNING LAW: This Agreement shall be governed by and constructed in accordance with Scots Law.
YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND THAT BY LOADING THE SOFTWARE INTO A COMPUTER YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES TO IT. THIS AGREEMENT SUPERCEDES ALL PRIOR WRITTEN AGREEMENTS, PROPOSALS OR UNDERSTANDINGS, ORAL OR WRITTEN, OR ANY OTHER COMMUNICATION BETWEEN US RELATING TO THE SUBJECT MATTERS OF THE AGREEMENT.

DISCLAIMER OF WARRANTY:

THE SOFTWARE IS PROVIDED TO THE LICENCEE "AS IS". ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. THE USER MUST ASSUME THE FULL RISK OF USING THE SOFTWARE.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, PETSLIFE AGGREGATE LIABILITY TO LICENCEE OR TO ANY THIRD PARTY FOR CLAIMS RELATING TO THIS AGREEMENT, WHETHER FOR BREACH OR IN TORT, WILL BE LIMITED TO THE FEES PAID BY LICENCEE FOR SOFTWARE WHICH IS THE SUBJECT MATTER OF THE CLAIMS. IN NO EVENT WILL PETSLIFE BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE USE OR INSTALLATION OF THIS PROGRAM (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT, EVEN IF PETSLIFE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. LIABILITY FOR DAMAGES WILL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.