Terms & Conditions of Supply
Terms used in these terms and conditions
- "The Company" - Act Fire & Safety Limited, Unit 4, Amber Business Court, Rawmarsh Road, Rotherham, S60 1RU
- "The Developer" - Sunflower Netmedia Limited. Suite 12, The Quadrant, 99 Parkway Avenue, Sheffield S9 4WG
- "The Client"- The distributor as named in the signup wizard and activated on the Act Fire Distributor Network
1 General Store Terms & Activation
The company grants a non exclusive licence to use the web store for the duration of the distributor agreement as signed with Act Fire & Safety Limited.
The licence requires a one off fee as detailed on the Act Fire & Safety Website. This fee includes 1 years domain and hosting. After the first year, domain and hosting will be charged as follows:
- Domain Names £25 per annum
- Hosting £50 per annum
Support fees shall be charged annually as detailed in the sign up information.
Distributor shops will not become active until the distributor is accepted into the Act Fire & Safety Limited Distributor network and payment is received in full by the company for the store. On activation, the domain name specified will be purchased in the name of the distributor and the shop set up on the server.
Should the company fail to receive payment within 15 days of an invoice being raised in connection with the distributor store, it reserves the right to terminate this contract without notice.
Store Terms & Conditions
You accept to use the store terms and conditions created at sign up. These will be used to populate your store and are approved by the company. Requested amendments will only be considered if made in writing.
Delivery Tariffs
Store delivery tariffs shall be determined by Act Fire & Safety Ltd. All delivery rates shall be controlled by Act Fire & Safety Limited.
2 Payment Service Providers
PayPal and Protx are used to handle shopper security. The distributor has the choice to set up either at sign up and must apply for an account to both. No payment service is 100% safe and we strongly recommend all distributors exercise caution when taking payment for goods online. The distributor is responsible for the processing of all orders taken on their web site. The distributor is solely responsible for the management of their protx / paypal accounts to include refunds, shipments, failed or fraudulent transactions and all customer enquiries.
The distributor is responsible for paying all commissions / invoices to the payment service provider.
Distributors are solely responsible for testing their stores to ensure credit card transactions are safely working. It is recommended the distributor order products using an internal Credit / Debit card and go through the process of refunding a transaction and receiving order fulfilment messages. Important pre-launch instructions for PayPal users are provided on activation. Distributors agree to follow the steps in order to set up their store prior to use.
3 Email
Domain based email is provided for incoming mail only. All mail is sent to the email address used at signup. Order confirmations will be sent to the address used at signup.
The distributor is solely responsible for the management of email and email account uptime.
4 Support Limitations
Support will be limited to regular business hours – 9am to 5pm Monday to Friday
Ticket raised will be responded to within 48 hours of the ticket first being raised.
Gold support customers can expect support tickets answered within 24 hours
We reserve the right to charge for support when proven to be user error at our day rate of £400 or part thereof.
5 Hardware Service Level Agreement
The company shall ensure that when not undergoing scheduled maintenance, the network will be available 95% of the time in each month. Network availability means all network infrastructure including routers, switches and cabling is working. Downtime begins when the company records in our system your opening of a trouble ticket saying you can’t transmit and receive data and ends when the server is able to transmit and receive data.
6 Server Specification
All distributor shops will be hosted on a managed server. Details of the server are available on request. We reserve the right to materially alter the server specification without notice. Liability for downtime outside the stated percentage is strictly limited to £25 per day. Under no circumstances, will the company accept any liability.
7 Domain Registration
As part of the service, we will register domains on your behalf. You hereby indemnify us against any third party claims relating to the domain names chosen.
8 Intellectual Property Rights
The copyright in any methodologies and technologies provided or created by the Developer for the Project shall remain vested in the Developer or its licensors.
Nothing in this Agreement shall be taken to prevent the Developer from using any expertise acquired or developed during the performance of this Agreement in the provision of services for other companies or on its own behalf
9 Warranties
Each party warrants to the other that it has the full right, power and authority to enter into and perform this Agreement and has not entered into any arrangement which in any way conflicts with this Agreement or inhibits, restricts or impairs its ability to perform its obligations under this Agreement.
The Client warrants that it has sufficient rights (including Intellectual Property Rights) in the Client Content to grant to the company the rights set out in this Agreement and has obtained and will maintain and renew, as appropriate, all necessary licences, authorisations and consents which are necessary for the Developer to provide the Project.
Except as expressly provided this Agreement, each party expressly disclaims any further representations, warranties, conditions or other terms, express or implied, by statute, collaterally or otherwise, including but not limited to implied warranties, conditions or other terms of satisfactory quality, fitness for a particular purpose or reasonable care and skill
10 Insurances & Indemnities
Each party shall indemnify and keep the other party fully and effectively indemnified on demand against any liability, damage, expense, claim or cost (including reasonable legal costs and expenses) suffered by the other party as a result of any breach by the first party of the warranties set out in clause 9 of this Agreement.
11 Limitation of Liability
Neither party shall be liable in contract, tort (including negligence) or otherwise arising in connection with this Agreement for: (i) consequential, indirect or special loss or damage; or (ii) any loss of goodwill or reputation; or (iii) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings) in each case, even if the relevant party has been advised of the possibility of such loss or damage and howsoever incurred.
Save for clauses 10 and 11, both parties agree that the maximum liability of either party in contract, tort (including negligence) or otherwise arising in connection with this Agreement shall be limited to £5,000.
Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees acting in the course of their duties.
12 Force Majeure
Either party will not be liable for any failure or delay in performing its obligations under this Agreement to the extent that this failure or delay is the result of any cause or circumstance beyond the reasonable control of that party including acts of god, war, civil commotion or industrial dispute and that failure could not have been prevented or overcome by that party acting reasonably and prudently. If either party is prevented from performing its obligations for a period exceeding six (6) months due to Force Majeure then the other party may terminate this Agreement on one month’s written notice.
13 Termination
Either party may terminate this Agreement on 90 days prior written notice.
Each party shall have the right to terminate this Agreement on written notice in the event that the other:
- Commits any material breach of the terms of this Agreement which, in the case of a breach capable of remedy, is not remedied within thirty (30) days of service of a notice specifying the breach and stating the intention to erminate the Agreement if not remedied;
- Holds any meeting with or proposes to enter into or has proposed to it any arrangement or composition with its creditors (including any voluntary arrangement as described in the Insolvency Act 1986);
- Has a receiver, administrator, or other encumbrancer take possession of, or appointed over, or has any distress, execution or other process levied or enforced (and not discharged within 7 days) upon the whole or substantially all of its assets; or
- Ceases or threatens to cease to carry on business or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.
Forthwith upon the termination or expiry of this Agreement, each party shall return to the other party all licensed materials and Confidential Information, and all copies in whole or part, of the other party or if requested by the other party, shall destroy them and certifying in writing to the Licensor that they have been destroyed.
Termination or expiry of this Agreement shall be without prejudice to any rights, liabilities or remedies of a party accrued before termination, nor shall it affect any provision of this Agreement which is expressly intended to come into or continue in force after termination or expiry.
14 General
Relationship - Nothing in this Agreement shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties nor shall it be deemed to grant any authority not expressly set out in the Agreement or create any agency between the parties.
Entire agreement - Each party confirms that this Agreement sets out the entire agreement and understanding between the parties and that it supersedes all previous agreements, arrangements and understandings between them relating to the subject matter of the Agreement. Each party confirms that it has not relied upon any statement, representation or understanding that is not an express term of this Agreement and shall not have any remedy in respect of any statement, representation or understanding which is not an express term unless made fraudulently.
Waiver - No failure or delay by any party in exercising any right, power or remedy under this Agreement will operate as a waiver of that or any other right, power or remedy, nor will any single or partial exercise by either party of any right, power or remedy preclude any further exercise of any other right, power or remedy.
Severance - To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, then that provision shall be deemed not to be a part of this Agreement, and it shall not affect the validity, lawfulness or enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
Time of the Essence - Any times, dates or periods specified in the Agreement may be extended or altered by agreement in writing between the parties. However, time shall not be of the essence, except where it is expressly stated to apply.
Rights of Third Parties - Nothing in this Agreement shall create or confer any rights or other benefits, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise, in favour of any person other than the parties to this Agreement.
Further Assurance - Each party shall, at the cost and expense of the other party, use all reasonable endeavours to do all such further acts and things and execute or procure the execution of all such other documents as that party may from time to time reasonably require, for the purpose of giving that party the full benefit of the assets, rights and benefits to be transferred to the other party under this Agreement.
Assignment - Each party shall not be entitled to assign, transfer, charge or licence the whole or any part of its rights and/or obligations under this Agreement to any third party without consent of the other party.
Miscellaneous - The rights and remedies of the parties under this Agreement are cumulative and in addition to any rights and remedies provided by law. Any variation to this Agreement must be in writing and agreed by the parties.