1.  Definitions
2.  Licence
3.  Ownership and Intellectual Property Rights
4.  Charges
5.  Security
6.  Equipment
7.  Warranties and Liabilities
8.  Force Majeure
9.  Confidential Information
10.  Cancellation
11.  Termination
12.  General

means these terms and conditions and any special terms and conditions agreed in writing between the Supplier and the Licensee.

No-hiccups.com. Limited of 137 Hale Lane, Edgware, Middlesex, HA8 9QP.

the Data available on line through interface with the System, known as No-hiccups.com and any other associated communications and correspondence and any of the former as may be amended or modified at the Supplier's discretion as from time to time.

the computers, software programs, databases and communications devices and systems operated and utilised by the Supplier in providing the Service.

all information, material, editorials, news, archives, deals, auctions and other component services which form part of the Service including any printed material issued in connection with the Service or the System together with any amendments, updates or deletions issued at the Supplier's discretion as from time to time.

the right for the Licensee to use the Service.

the fee payable by the Licensee for the Licence to enable the Licensee to use and operate the Service.

one calendar year or alternatively any period of time as communicated by the Supplier to the Licensee to commence from the date of acceptance of the Licence or first use of the Service, whichever occurs first.

the customer for the Service.

the use including reproduction, copying, downloading or printing of the data for the personal benefit of the Licensee.

Any reference to any legislation shall be construed as references to the same as amended or re-enacted from time to time and shall include subordinate legislation or regulations.

The singular shall include the plural and visa versa.

The Supplier may vary, develop, delete, and correct any errors or omissions from time to time in the Service without any liability to the Licensee.

The headings in the Conditions are for convenience only and shall not affect their interpretation.

The Supplier grants the Licence to the Licensee to use the Service and to access and use the Data for the Permitted Use by operation of the System in consideration of the Licence Fee subject to these Conditions. When there is no License fee being charged by the suppliers then the licensee agrees to a newsletter being e-mailed to their e-mail address which they gave when they registered as a member with no-h. The newsletter will be e-mailed from time to time.

The Licensee will comply with the provisions of any rules published from time to time by the Supplier, whether these are communicated electronically, in writing or by any other means to the Licensee.

The property and any copyright or other intellectual property rights in the Service, the System and the Data and all parts thereof are and shall remain the property of the Supplier.

3.2 The Licensee acknowledges that the Service, the System and the Data are protected by copyright law and regulations world-wide and warrants as a condition of the Licence to utilise the Service, the System and the Data so as not to infringe the copyright or other rights of the Supplier or third parties, and shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement. To this effect the Licensee warrants not to in respect of the Service, the System and the Data:

3.2.1

to use for any other purpose that is not strictly necessary for the proper exercise of the licence;

3.2.2

to copy, use, market, re-sell, distribute, alter, add to carry on any redistribution, reproduction, translation, publication, reduction to any electronic medium or machine readable form or conduct any commercial exploitation of the above.

3.2.3

to reverse engineer, decompile or disassemble.

Subject to any special terms agreed, the Licensee shall pay the Supplier the Licence Fee in the manner provided.

From time to time the Supplier may (but without obligation to do so) make cash-back offers available to the Licensee "Offers". Such Offers shall represent an opportunity for the Licensee to obtain a cash repayment from the Supplier in connection with the use by the Licensee of the service or the supply to the Licensee of the goods which is or are the subject of the Offer. The following terms and conditions shall apply to such Offers and the availability of the relevant Offer shall in all respects be subject to compliance by the Licensee with the following terms and conditions namely that:-

• 4.2.1. The relevant Offer shall be made by the Supplier in a specially designated area of the Supplier’s website to be called [ Cash-Back Scheme]
  
  
• 4.2.2. Upon identification by the Licensee of an Offer which the Licensee wishes to pursue the Licensee shall download or print from the Supplier’s website a voucher relating to the relevant Offer, "the Offer Voucher"
  
  
• 4.2.3. The Licensee shall present the Offer Voucher to the supplier of the service and or supply of goods which is or are the subject of the Offer
  
  
• 4.2.4. The repayment representing the cash-back offer shall not be due to the Licensee until such time as the Supplier has to its satisfaction verified with the supplier of the services or goods the subject of the relevant Offer
  
  
  • 4.2.4.1. that the services and/or goods have been supplied in full to the Licensee and
    
    
  • 4.2.4.2. that payment has been made to the relevant supplier of the services/goods in full by the Licensee
    
    
• 4.2.5. Following verification by the Supplier to its satisfaction of the matters referred to in sub clauses 4.2.4.1 and 4.2.4.2 above the Supplier shall arrange to pay to the Licensee the percentage cash-back detailed in the Offer within [28] days of such verification.

The Supplier shall be entitled to vary the Licence Fee from time to time by giving not less than [ 1 ] months' written notice to the Licensee.

The Supplier shall be entitled to e-mail the Licensee with confirmation of acceptance of payment.

If payment for the Licence or any other associated or additional service is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 3% above the base rate from time to time of HSBC Bank Plc from the due date until the outstanding amount is paid in full (or until the date of issue of proceedings, and thereafter at a daily rate until the hearing).

The Licensee must ensure that all reasonable steps are taken to protect the System and the Service from any unauthorised access by third parties.

The Licensee warrants as a condition of the Licence to:

5.2.1

comply with all security instructions regarding the use of the Service and without limiting the generality of the foregoing will use any password or user identification or user name issued by the Supplier for use in accessing the System

5.2.2

keep confidential any such password or identification or user name or any other security measure.

The Licensee shall be solely responsible for obtaining, operating and maintaining all necessary computer hardware and software, modems and telecommunication links which are necessary to access the Service.

The Supplier warrants to the Licensee that the Service and Data will be provided using reasonable care and skill. All other warranties or conditions as to satisfactory quality, fitness, for purpose or compliance with any description or generally as to the quality of the service whether express, implied, statutory or otherwise are hereby expressly excluded to the fullest extent permitted by law.

The Supplier shall have no liability to the licensee for any loss, damage, costs, expenses or other claims for compensation arising from use of the Service or Data where instructions supplied by the Licensee are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Licensee.

Because of the very nature of the interactive Service the Supplier will give no warranty or commitment that use of the Service will be free from interruptions or from errors.

The Supplier will give no warranty or commitment as to the results that may be obtained from the use of the Service or with reference to the accuracy, reliability or content of any information provided as part of the Service.

The Supplier shall not be liable to the Licensee or be deemed to be in breach of the Licence by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations in relation to the Service, if the delay or failure was due to any cause beyond the Supplier's reasonable control.

Except in respect of death or personal injury caused by the Supplier the Supplier shall not be liable to the Licensee by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Licence, for any loss of profit or any indirect, special loss nor (save as before) shall the Supplier be liable to the Licensee for any damages, costs, expenses or other claims which arise out of or in connection with the provision of the Service or their use by the Licensee, and the entire liability of the Supplier under or in connection with the Licence shall not exceed £500,000.

8.1

Act of God, explosion, flood, tempest, fire or accident;

8.2

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

8.3

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

8.4

Import or export regulations or embargoes;

8.5

strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier, Licensee or a third party);

8.6

Difficulties in obtaining materials, labour, fuel, parts or machinery;

8.7

Power failure or breakdown in machinery.

The Licensee will take all proper steps to keep confidential any information provided to it in connection with the Licence or the Service which is marked as confidential or which is clearly intended to be confidential and will not copy or disclose the same to any third party except to the extent that it is expressly permitted under the Conditions or is necessary for the proper performance of the Licence.

The obligations of confidentiality under this clause shall not apply to any information or material which the Licensee can prove:

9.2.1

was already known to it prior to its receipt thereof from the disclosing party;

9.2.2

was subsequently disclosed to it lawfully by a third party who did not obtain the same (whether directly or indirectly) from the disclosing party;

9.2.3

was in the public domain at the time of receipt by the Licensee or has subsequently entered into the public domain other than by reason of the breach of the provision of this Clause or any obligation of confidence owed by the licensee to the Supplier.

9.2.4

Is required to be disclosed by a court of law or any other competent tribunal, government or other authority or regulatory body.

The licensee has the right to cancel the Licence by serving notice in writing on the Supplier within seven working days, the 'Cancellation Period', beginning with the day after the day on which the Licence is concluded.

The Licensee will forfeit its right to cancel the Licence within the Cancellation Period where the Supplier has supplied Services to the Licensee in performance of the Licence before the end of the Cancellation Period.

On the cancellation of the Licence within the Cancellation Period as specified in 10.1 above, the Supplier shall reimburse to the Licensee any sum paid by or on behalf of the Licensee under or in relation to the Licence within a period of 30 days beginning with the day on which notice of the cancellation was given

The licensee may terminate the Licence by not less than thirty days prior written notice provided always that termination under this paragraph shall not entitle the licensee to a refund of any part of the total licence fee, or prevent the supplier from recovering any balance outstanding thereof.

The Supplier without prejudice to his rights or remedies under the Conditions, in law or in equity has the right to terminate the Licence forthwith in the event that the Licensee:

11.2.1

fails to observe or perform any of the provisions under the Conditions and fails to rectify the same (and notify the Supplier of such rectification) within 30 days of being notified thereof by the Supplier.

11.2.2

goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.

In the event of any termination or expiry of the licence the Licensee will remain liable to the Supplier for all outstanding sums due the Supplier for the use of the Service and will immediately cease to use the Service.

The Supplier will under no circumstances be liable to refund all or part of the Licence Fee in the event of the cancellation or termination of the Licence.

Any failure or delay by the Supplier in exercising any of its rights arising under these Conditions shall not be deemed to constitute a waiver of such rights or remedies.

The Licence is personal to the Licensee and may not be assigned, transferred, sub-contracted, pledged, mortgaged or dealt with in any way whatsoever without the prior written consent of the Supplier. The Supplier may assign its rights and obligations in part or total under the Conditions to any other person.

If any provision of these Conditions is held by a 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.

Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and delivered by hand, first class letter or facsimile transmission to the other parties address as identified in the Licence and in the case of post will be deemed to have been delivered validly and effectively two working days after posting and in the case of other means of transmission will be deemed to have been validly and effectively given on delivery.

The Supplier proposes that any dispute arising under or in connection with these Conditions or the provision of the Service shall be referred to a single expert, 'the Expert', appointed by agreement or (in default) nominated on the application of either party by the President for the time being of The Royal Institution of Chartered Surveyors in accordance with their rules. The Expert shall act as expert and not arbitrator. The costs of appointing the Expert and of the resolution of the dispute shall be borne as the Expert may determine. This does not affect or prohibit the Licensee's right to bring legal proceedings.

English law shall apply to the Licence, and the parties agree to submit to the non-exclusive jurisdiction of the English courts. This will not however prevent the Supplier from pursuing a claim for breach of contract, copyright infringement or otherwise in respect of the Conditions, the Service, the System or the Data in any other jurisdiction throughout the world.

These Terms and Conditions do not affect your Statutory rights as a customer.

       
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