Your attention is particularly drawn to the provisions of clause 10 (Limitation of liability).
1. About us
1.1 Company details
Widewalls Ltd (company number 10888232) (we and us) is a company registered in England and Wales and our registered office and main trading address is at 160 Fernhead Road, Maida Vale, London, England, W9 3EL. We operate the website www.widewalls.ch (our site).
1.2 Contacting us
To contact us please e-mail us at email@example.com. How to give us formal notice of any matter under the Contract is set out in clause 13.
2. Our contract with you
2.1 Our contract
These terms and conditions (Terms) apply to your subscription and to the supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement
The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
These Terms and the Contract are made only in the English language.
3. Placing a subscription request and its acceptance
3.1 Free services
We offer some limited services free of charge, which are available to you once you subscribe to our services and we accept your application (Free Services). Details of those Free Services are provided on our main Business Registration page. These may be changed or withdrawn at any time.
3.2 Paid services
Once you have subscribed to our Free Services, you can optionally subscribe to additional paid services (Paid Services), either through your online account with us or after contacting us or us contacting you:
- If you subscribe to any Paid Services through your online account, the Paid Services that we will provide, and the price for those services, will be as set out on our site and confirmed during the subscription process. The start date will be the date that you pay for the Paid Services;
- If you contact us, or we contact you, to discuss any Paid Services and you choose to subscribe to them, we will send you a draft services confirmation that sets out the Paid Services to be provided and the price for those services. Once you have paid for the Paid Services through your online account with us, we will send you a final services confirmation that sets out the Paid Services to be provided, the price paid and the date that those services began (the date on which we receive your payment for them).
3.3 Placing your subscription request
Regardless of whether you require only our Free Services or also our Paid Services, please follow the onscreen prompts to apply for your subscription to our Free Services. You may only submit a subscription request using the method set out on our site. Each subscription request is an offer by you to subscribe to our Free Services (Services), subject to these Terms.
Our Free Services and Paid Services are referred to together in these Terms as Services.
3.4 Correcting input errors and checking your subscription request
Our subscription process allows you to check and amend any errors before submitting your subscription request for our Free Services or your request for any additional Paid Services to us. Please check the information you provide carefully before confirming it by submitting a subscription request for our Free Services or a request for additional Paid Services through the site. You are responsible for ensuring that the information you enter is complete and accurate in all respects. In the case of additional Paid Services:
- Where you subscribe to additional Paid Services through our site, the services to be provided and the price for those services will be as set out on our site and confirmed during the subscription process – please check these details carefully before submitting your request;
- In the case of additional Paid Services that we discuss after you contact us or we contact you, we will send you a draft services confirmation that sets out the services to be provided and the price for those services – please check these details carefully before making your payment through our site (once you have received and checked the draft services confirmation, you will need to log in to our site and submit your subscription payment as per clause 7 below, in order to complete the subscription request process).
Please note that, for both methods above, submitting your subscription request or making your payment does not mean that your subscription has been accepted. Acceptance of your subscription will take place as described in clause 3.6.
3.5 Following receipt of your subscription request
After you place your subscription request for our Free Services or our additional Paid Services, our acceptance of your subscription (if we accept it) will take place as described in clause 3.6.
3.6 Accepting your subscription
Our acceptance of your subscription to our Free Services takes place when we send an email to you to accept it, at which point and on which date the Contract between you and us will come into existence. The Contract will relate only to our Free Services, unless you subsequently request Paid Services, in which case the Contract will then apply to both the Free Services and the Paid Services. In the case of Paid Services, the date on which you make your payment will be the date on which your subscription starts.
3.7 If we cannot accept your subscription
If we are unable to supply you with the Services (whether Free Services or Paid Services) for any reason, we will inform you of this by email and we will not process your subscription request. Please note that we are not under any obligation to give you our reasons for rejecting your subscription. If you have already paid for the Services, we will refund you the full amount.
4. Our obligations
4.1 Descriptions and illustrations
Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
4.2 Compliance with the services confirmation
We will supply the Services to you in accordance with the services confirmation in all material respects.
4.3 Reasonable care and skill
We warrant to you that the Services will be provided using reasonable care and skill.
4.4 Time for performance
We will use all reasonable endeavour to meet any performance dates specified in the services confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
5. Your obligations
5.1 Your licence
You grant to us, with immediate effect, a fully paid-up, non-exclusive, non-transferable, royalty-free licence for the term of the Contract to:
• copy and make full use of any material you post or upload on our site, or which you direct us to post or upload on our site on your behalf, solely for any purpose relating to the Services, and for publication on our site in connection with the provision of the Services;
• copy and modify any materials provided by you to us for the purpose of providing the Services to you;
• retain on our site on an indefinite basis any material you post or upload on our site, or which you direct us to post or upload on our site on your behalf, which you do not remove from our site when your subscription ends. You are solely responsible for removing any such material from our site when your subscription ends, and in the event that you fail to do so you agree that our licence as set out in this clause 5.1 will automatically extend on an indefinite basis in relation to the material in question; and
• in the case of auction houses only, retain on our site on an indefinite basis any auction catalogues you have uploaded on our site, and to retain and publish your pricing data on an indefinite basis, and to include such data in our own databases and for our own commercial purposes.
5.2 Your warranty and indemnity
You warrant that, in respect of any material referred to in clauses 5.1 inclusive above whose copyright is vested in third parties, you are authorised by such parties to grant the licence set out in clause. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach of the warranty contained in this clause 5.2.
5.3 Your responsibilities
It is your responsibility to ensure that:
• the terms of the services confirmation are complete and accurate in all respects and fully reflect your requirements in relation to the Services;
• you co-operate with us in all matters relating to the Services;
• you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects and that it is kept up to date at all times;
• you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start (including without limitation any which are required for the purposes of granting us the licence referred to in clause 5.1, and any consents which are required under data protection or privacy laws);
• you comply with all applicable laws;
• any and all material you post or upload on our site, or direct us to post or upload on our site on your behalf, complies in full with the terms of our Acceptable Use Policy.
If our ability to perform the Services is prevented or delayed by any failure by you to fulfill any obligation listed in clause 5 (Your Default):
• we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services;
• we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
• it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 6.
The Charges are the prices set out in the services confirmation.
If you wish to change the scope of the Services after we accept your subscription, and we agree to such change, we will modify the Charges accordingly.
Our Charges may change from time to time, but changes will not affect any subscription you have already entered into, except that we may amend our Charges on renewal of your subscription.
Where VAT is applicable, our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
7. How to pay
Payment for the Services is in advance:
If you are a gallery: We will take your first payment upon acceptance of your subscription (if you are a gallery), and we will take subsequent payments monthly in advance, or at the intervals stated in the services confirmation, throughout the subscription period referred to in the services confirmation;
If you are an auction house: We will take payment each time we publish a catalogue.
If you are an advertiser or any other user of our paid Services: We will take payment in advance of delivering any services, or at the intervals stated in the services confirmation.
You can pay for the Services using a debit card or credit card. We accept the following cards: Visa, Mastercard, Maestro, American Express.
We will send you an invoice to you only if you request this from us. For any failed or cancelled payments, a £50 administration fee will be levied.
If you fail to make a payment under the Contract by the due date, then you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8. Intellectual property rights
All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) and our site will be owned by us.
9. How we may use your personal information
We will use any personal information you provide to us to:
• provide the Services;
• process your payment for the Services; and
• inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
10. Limitation of liability (Your attention is particularly drawn to this clause)
The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; and
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to clause 10.1, we will 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:
• loss of profits;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of use or corruption of software, data or information;
• loss of or damage to goodwill; and
• any indirect or consequential loss.
10.3 Maximum liability
Subject to clause 10.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 250% of the total Charges paid under the Contract.
Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
This clause 10 will survive termination of the Contract.
We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted below.
We each may disclose the other’s confidential information:
• to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 11; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
12. Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
• we will contact you as soon as reasonably possible to notify you; and
• our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
13. Communications between us
When we refer to “in writing” in these Terms, this includes email.
Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
A notice or other communication is deemed to have been received:
• if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
• if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
• if sent by email, at 9.00 am the next working day after transmission.
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 email, that such email was sent to the specified email address of the addressee.
The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
14.1 Assignment and transfer
We may assign or transfer our rights and obligations under the Contract to another entity .
You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
If we do not insist that you perform any of your obligations under the Contract, 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 or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
14.5 Third party rights
The Contract is between you and us. No other person has any rights to enforce any of its terms.
14.6 Governing law and jurisdiction
The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.