These Terms will apply to any contract between us for the supply of Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Services from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Services from our site.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in clause 7. Every time you wish to order Services, please check these Terms to ensure you understand the terms which will apply at that time.
These Terms, and any Contract between us, are only in the English language.
1. Information about us
1.1. We operate the website passle.net. We are Passle Limited, a company registered in England and Wales under company number 8044570 and with our registered office at Suite 1-4 Suffolk House, 263 Banbury Road, Oxford OX2 7HN. Our main trading address is Suite 1-4 Suffolk House, 263 Banbury Road, Oxford OX2 7HN. Our VAT number is 160 9650 05.
1.2. Contacting us. You may contact us by e-mailing our customer service team at firstname.lastname@example.org . If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 14.2.
2. Providing Services
2.1. We will supply the Services to you from the Commencement Date until the first anniversary of the Commencement Date (Initial Term). The Contract shall automatically extend for one year (Extended Term) at the end of the Initial Term and at the end of each Extended Term. Either of us may give written notice to the other, not later than [1 month] before the end of the Initial Term or the relevant Extended Term, to terminate the Contract at the end of the Initial Term or the relevant Extended Term, as the case may be.
2.2. We may have to suspend the Services if we have to deal with technical problems. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency.
2.3. If you do not pay us for the Services when you are supposed to as set out in clause 9.1, we may suspend the Services with immediate effect until you have paid us the outstanding amounts (except where you dispute an invoice under clause 9.2). We will contact you to tell you this. This does not affect our right to charge you interest under clause 9.1.
2.4. Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues, brochures or on our site, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
3. Use of our site
Your use of our site is governed by our Terms of Website Use. Please take the time to read these, as they include important terms which apply to you.
4. How we use your personal information
5. Basis of Contract
5.1. You confirm that you have authority to bind any business on whose behalf you use our site to purchase Services.
5.4. You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
6. How the contract is formed between you and us
6.1. You must have read and understood these Terms before placing an order. To place an order, you may do so by sending us details of your order by e-mail to email@example.com. After you have placed your order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 6.2.
6.2. We will confirm our acceptance to you by sending you an e-mail (Order Confirmation) at which point and on which date the Contract between us will be formed (Commencement Date).
6.3. If we are unable to supply you with the Services we will inform you of this by e-mail and we will not process your order. If you have already paid for the Services, we will refund you the full amount charged as soon as possible.
7. Our right to vary these Terms
7.1. We amend these Terms from time to time. Please look at the bottom of this page to see when these Terms were last updated.
7.2. Every time you order Services from us, the Terms in force at the time of your order will apply to the Contract between you and us.
7.3. We may revise these Terms as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements.
7.4. 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 the Contract if you are not happy with the changes.
8. Price of Services
8.1. The prices of the Services will be as quoted on your order sheet..
8.2. Any sums payable under this agreement shall be paid in pounds sterling, unless agreed differently between us and you and confirmed in writing
8.3. Prices for our Services may change from time to time, but changes will not affect any order you have already placed.
8.4. The price of the Services includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being.
9. How to pay
9.1. We will invoice you annually in advance for the Services. Each invoice will quote the order number. You must pay each invoice in cleared monies within 30 calendar days of the date of invoice If you do not make any payment due to us by the due date for payment, we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of [the Bank of England] from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
9.2. However, if you dispute an invoice in good faith and contact us to let us know promptly after you have received an invoice that you dispute it, clause 9.1 will not apply for the period of the dispute.
10. Our warranty for the Services
10.1. We shall supply the Services to you in accordance with these Terms, and any specification we have agreed between us in writing, in all material respects.
10.2. We shall use all reasonable endeavours to meet any performance dates agreed between us in writing (if any), but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
10.3. We reserve 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 we will notify you in any such event.
10.4. We warrant that the Services will be provided using reasonable care and skill.
11. Our liability
11.1. We only supply the Services for internal use by your business, and you agree not to use the Services for any resale purposes.
11.2. Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) defective Services under the Consumer Protection Act 1987.
11.3. Subject to clause 11.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
11.4. Subject to clause 11.2, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the aggregate price paid by you and received by us for the Services in the 12 months prior to the liability arising.
11.5. Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Services are suitable for your purposes.
12.1. We may terminate the Contract by giving you 30 calendar days’ written notice. If you have made any payment in advance for Services that have not been provided to you, we will refund these amounts to you.
12.2. Either of us may terminate the Contract with immediate effect by giving written notice to the other if:
(a) the other 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;
(b) the other 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 with one or more other companies or the solvent reconstruction of the other;
(c) 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 (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other with one or more other companies or the solvent reconstruction of the other;
(d) the other (being an individual) is the subject of a bankruptcy petition or order;
(e) a creditor or encumbrancer of the other 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 calendar days;
(f) 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 (being a company);
(g) the holder of a qualifying floating charge over the assets of the other (being a company) has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the other or a receiver is appointed over the assets of the other;
(i) any event occurs or proceeding is taken with respect to the other in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(a) to clause 12.2(h) (inclusive);
(j) the other suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(k) the other (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
12.3. We 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 you fail to pay all outstanding amounts within  calendar days of being notified in writing to do so.
12.4. We may suspend provision of the Services under the Contract if you become subject to any of the events listed in clause 12.2(a) to clause 12.2(k), or we reasonably believe 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.
13. Events outside our control
13.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 13.2.
13.2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
13.3. If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
13.4. You may cancel a Contract affected by an Event Outside Our Control which has continued for more than  calendar days. To cancel please contact us. If you opt to cancel any advance payment you have made for Services that have not been provided will be refunded to you.
14. Communications between us
14.1. When we refer, in these Terms, to “in writing”, this will include e-mail.
(a) Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; 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 sent by e-mail, one Business Day after transmission.
(c) In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
(d) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15. Other important terms
15.1. We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. [We will always notify you [in writing or] by posting on this webpage if this happens.]
15.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
15.3. This Contract is between you and us. No other person shall have any rights to enforce any of its terms.
15.4. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
15.6. A Contract 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 Wales.
15.7. We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
Last updated 15/3/2017