Welcome to whiteballoon's

Terms & Conditions

 

 LAST UPDATED 1/10/2020

 

 

USER TERMS & CONDITIONS

 

These terms tell you the rules for using our website www.whiteballoon.co.uk (our site). Please read these terms and conditions carefully before using this site. 

About us 

www.whiteballoon.co.uk is a site operated by whiteballoon Ltd (We). We are registered in England and Wales under company number 11403713 and have our registered office at The Nexus Building, Broadway, Letchworth Garden City, Hertfordshire, England, SG6 9BL. 

To contact us, please email [email protected]. 

Acceptance of terms 

By using our site, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms, you must not use our site. 

Our site is directed to people residing in the United Kingdom. We do not represent that content available on or through our site is appropriate for use or available in other locations.

These terms of use refer to the following additional terms, which also apply to your use of our site:

  • Our Privacy Policy, which sets out how we may use your personal information.   
  • Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.
  • Our Cookie Policy, which sets out information about the cookies on our site.

Changes to these terms

From time to time we may make changes to our terms. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. 

We may amend, suspend or withdraw our site

Our site is made available free of charge. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may amend, suspend, withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Your account 

In order to use our free planning tools available on our site, you will need to register on our site by entering a valid email address, creating a user name and password. We store this information so that you can access our planning tools. Only you and any persons you share your details with or link to the ‘My planning tools’ section of our site will be able to access your account. You may, however, visit our site without registering. 

If you choose to register with us, you are responsible for treating your user name and password as confidential. You must not disclose it to any third party. We have the right to disable any user names or password at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user name or password, you should promptly notify us at [email protected].

Once you have registered with us and created an account you may delete your account at any time. We reserve the right to close your account at our sole discretion, including but not limited to where your account has become inactive. An inactive account for these purposes is an account which, according to our records, has not been logged-into for six years or more. 

Your contract with providers 

Our site is intended to act as an information hub for end of life services and products, and provide our users with a selection of planning tools. Whilst we take reasonable steps to verify the accuracy of the information provided on our site, in the event that you purchase a product or service from a provider listed on our site, your legal contract is with that provider, and we take no responsibility for any products or services provided by them. 

How you may use material on our site

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it.  Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others to content posted on our site. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged. You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Disclaimers 

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

User-generated content is not approved by us

This website may include information and materials uploaded by other users of the site, including on-line reviews of products or services. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

Our responsibility for loss or damage suffered by you

Whether you are a consumer or a business user:

  • We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

If you are a business user:

  • We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
  • We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
  • use of, or inability to use, our site; or
  • use of or reliance on any content displayed on our site.
  • In particular, we will not be liable for:
  • loss of profits, sales, business, or revenue;
  • business interruption;
  • loss of anticipated savings;
  • loss of business opportunity, goodwill or reputation; or
  • any indirect or consequential loss or damage.

If you are a consumer user:

  • Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

How we may use your personal information

We will only use your personal information as set out in our Privacy Policy.

Uploading content to our site

Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any content you upload to the public areas of our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us a limited licence to use, store and copy that content and to distribute and make it available to third parties. This does not apply to any content you upload to your password-protected account, using our Planning Tools. 

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

You are solely responsible for securing and backing up your content.

Rights you are giving us to use material you upload

When you upload or post content to the public areas of our site, you grant us a worldwide, non-exclusive, royalty-free, transferable licence for other users, partners or advertisers to use the content in accordance with the functionality of the site to expire when the user deletes the content from the site.

We are not responsible for viruses and you must not introduce them

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

Rules about linking to our site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our site in any website that is not owned by you. Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.

If you wish to link to or make any use of content on our site other than that set out above, please contact us.  

Which country's laws apply to any disputes?

These terms of use, their subject matter and their formation (and any non-contractual disputes or claims), are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

Our trade marks are registered

Whiteballoon is UK registered trade mark No. UK00003513576 of Whiteballoon Ltd. You are not permitted to use this without our written approval. 

 

 

SUPPLIER TERMS AND CONDITIONS

 

www.whiteballoon.co.uk (the Site) is a website operated by whiteballoon Ltd (We or the Provider). We are registered in England and Wales under company number 11403713 and have our registered office at The Nexus Building, Broadway, Letchworth Garden City, Hertfordshire, England, SG6 9BL. 

To contact us, please email [email protected]. 

These terms (the Terms) govern the relationship between us as Provider and you as a supplier (the Supplier), and specifically, the services we will provide you in connection with our Site. By placing a Listing, you confirm that you accept these terms and conditions, and that you agree to comply with them. If you do not agree to these terms, you should not agree to a Listing. 

These terms refer to the following additional terms, which also apply to your use of the Site:

  • Our Privacy Policy, which sets out how we may use your personal information.   
  • Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our site. When using our Site, you must comply with this Acceptable Use Policy.
  • Our Cookie Policy, which sets out information about the cookies on our Site.

 

1. Scope of Services

  1. The Provider operates the Site as an online information hub for end of life products and services, on which suppliers can publish information about the products and/or services they provide (a Listing) to customers wishing to purchase any such products and/or services (a Customer). 

 

  1. By agreeing to a Listing, each Supplier agrees and acknowledges that it is acting on its own behalf and not as agent for any third party. In the event that a Customer purchases a product and/or service from the Supplier, any contract formed will between the Customer and the Supplier. 

 

  1. The Provider will use reasonable efforts to ensure that the Site is operational and shall provide the services to the Supplier as set out in the Listing. Notwithstanding the foregoing, the Provider does not guarantee that the Site, or any content on it, will always be available or be uninterrupted. The Provider may amend, suspend, withdraw or restrict the availability of all or any part of the Site for business and operational reasons, and will endeavour to give Suppliers notice of any such amendment, suspension or withdrawal where reasonably possible. Any descriptions or illustrations issued by the Provider to a Supplier are for the sole purpose of giving an approximate idea of the services described in them, and shall not form part of the Listing.  

 

  1. These Terms shall apply to the Listing to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

 

2. Supplier Profile and Listing

  1. A Supplier who wishes to obtain a Listing on the Site should submit a profile request to the Provider, using the template available from the Provider (a Profile). The Profile constitutes an offer by the Supplier to purchase a Listing in accordance with these Terms. 

 

  1. The Supplier shall ensure that the Profile and any information it provides to the Provider in connection with the Listing are complete and accurate and comply with the Provider’s Acceptable Use Policy. The Supplier shall co-operate with the Provider in all matters relating to the Listing by providing such information as the Provider may reasonably require. 

 

  1. The Profile shall only be deemed to be accepted when the Provider confirms this in writing, and the Provider reserves the right to decline a Listing in its sole discretion. The Listing shall specify the date on which the services will start (as set out in the Profile, the Commencement Date).

 

  1. The Provider reserves the right to amend the Profile and any Listing if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Listing, and the Provider shall notify the Supplier in any such event.

 

  1. The Supplier shall, for the duration of the Listing, comply with all applicable laws, including health and safety laws, and ensure that it has obtained and will maintain all necessary licences, permissions and consents required in connection with its business. 

 

3. Supplier Default

If the Provider’s performance of any of its obligations under the Listing is prevented or delayed by any act or omission by the Supplier or failure by the Supplier to perform any relevant obligation (Supplier Default), then without limiting or affecting any other right or remedy available to it, the Provider shall have the right to suspend performance of the Services until the Supplier remedies the Supplier Default, and to rely on the Supplier Default to relieve it from the performance of any of its obligations in each case to the extent the Supplier Default prevents or delays the Provider’s performance of any of its obligations. In addition, the the Provider shall not be liable for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Provider’s failure or delay to perform any of its obligations during the Supplier Default. 

 

4. Charges and payment

  1. In order to obtain a Listing, a Supplier must pay the charges of the Provider, as notified to the Supplier prior to the Commencement Date (the Charges). The Charges shall be payable either on a monthly or an annual basis, as determined by the Provider and notified to the Supplier. Unless otherwise specified by the Provider, the Charges are inclusive of value added tax.

 

  1. The Supplier can choose to pay a monthly or annual fee ("Subscription Fees"). Suppliers in categories who pay on a monthly basis will be charged the agreed monthly fee on on the first day the contract takes effect. Suppliers paying an annual Fee will be charged the agreed annual fee on the first day the contract takes effect. Payments will be in accordance with the payment methods communicated to the Supplier by the Provider. Payment shall be in full and in cleared funds to the Provider’s nominated account. Time for payment shall be of the essence of the Listing and payments shall be non-refundable. 

 

  1. The Provider may make changes to its Charges from time to time, and shall notify the Supplier in writing of any such increase at least 10 days before such increase is due to take effect. In the event that the Supplier does not accept any such changes to the pricing after being notified by the Provider, the Supplier should inform the Provider as soon as possible, and give notice to terminate the Listing in accordance with these Terms. 

 

  1. If the Supplier fails to make a payment due to the Provider for the Listing by the due date, then, without limiting the Provider’s other remedies under these Terms, the Supplier shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 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%.

 

  1. All amounts due under the Listing shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

 

5. Intellectual property rights 

  1. For the purposes of this clause, Intellectual Property Rights means any patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

 

  1. All Intellectual Property Rights in or arising out of or in connection with the Site and the Services (other than Intellectual Property Rights in any materials provided by the Supplier) shall be owned by the Provider.

 

  1. The Supplier grants the Provider a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use such Intellectual Property Rights of the Supplier as may be required for the Provider to supply the Services and create the Listing (the Listing IP Rights). To the extent that a Supplier’s Profile and Listing contains any trade marks, the Supplier represents and warrants to the Provider that it has the right to use any such trade marks. The Supplier shall indemnify and hold the Provider harmless from and against any costs, losses, liabilities and expenses, including reasonable legal costs, arising from any claim relating to or resulting (directly or indirectly) from any claimed infringement or violation by the Provider of any third party rights (including any Intellectual Property Rights) arising out of, or in connection with, the Listing IP Rights. 

 

6. Limitation of liability

  1. The restrictions on liability in this Clause 8 apply to every liability arising under or in connection with the Listing including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

 

  1. Nothing in the Listing limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentations, or any other liability which cannot be limited or excluded by law. 

 

  1. Subject to clause B. above, the Provider’s total liability to the Supplier, whether in contract, tort (including negligence), breach of duty or otherwise, arising under or in connection with these Terms, shall be limited to the total charges paid by the Supplier under these Terms in the contract year in which the breaches occurred. For these purposes, a contract year means a 12 month period commencing with the Commencement Date or any anniversary of it. 

 

  1. The Provider shall not be liable to the Supplier for any losses which are of an indirect or consequential nature, including without limitation any economic loss or other loss of turnover, profits, business or goodwill.  

 

7. Termination

  1. Without affecting any other right or remedy available to it, either party may terminate the Listing by giving the other party 14 days’ written notice.

 

  1. Without affecting any other right or remedy available to it, either party may terminate the Listing with immediate effect by giving written notice to the other party if:

 

        1. the other party commits a material breach of any term of the Listing and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
        2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
        3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
        4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Listing has been placed in jeopardy.

 

  1. Without affecting any other right or remedy available to it, the Provider may terminate the Listing with immediate effect by giving written notice to the Supplier if the Supplier fails to pay any amount due under the Listing on the due date for payment.

 

  1. Upon termination of the Listing, the Supplier shall immediately pay all of the Provider’s outstanding charges and any interest thereon. 

 

  1. Termination or expiry of the Listing shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Listing which existed at or before the date of termination or expiry.

 

8. General

  1. Changes to Terms. The Provider reserves the right to make changes to its Terms, provided that the Provider shall notify the Supplier in any such event and will use reasonable endeavours to give the Supplier at least 30 days of any such change.  

 

  1. Force majeure. Neither party shall be in breach of the Listing nor liable for delay in performing, or failure to perform, any of its obligations under the Listing if such delay or failure result from events, circumstances or causes beyond its reasonable control.

 

  1. Assignment and other dealings.

 

      1. The Provider may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Listing.
      2. The Supplier shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Listing without the prior written consent of the Provider.
      3.  
  1. Confidentiality. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Suppliers, clients or Providers of the other party. Notwithstanding the foregoing, each party may disclose the other party’s confidential information: 

 

      1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Listing. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      3.  

Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these Terms and the Listing.

 

  1. Entire agreement.
      1. The Listing constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party acknowledges that in entering into the Listing it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Listing. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Listing.
      3. Nothing in this clause shall limit or exclude any liability for fraud.
  1. Variation. Except as set out in these Terms, no variation of the Listing shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

 

  1. Waiver. A waiver of any right or remedy under the Listing or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the Listing or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Listing or by law shall prevent or restrict the further exercise of that or any other right or remedy.

 

  1. Severance. If any provision or part-provision of the Listing is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Listing.

 

  1. Notices.
      1. Any notice or other communication given to a party under or in connection with the Listing shall be in writing (which shall include email) and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Profile request. 
      2. Any notice or other communication shall be deemed to have been received: 
        • if delivered by hand, 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 business day after posting or at the time recorded by the delivery service; or 
        • if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. 
      3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
  1. Third party rights. Unless it expressly states otherwise, these Terms and the Listing do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Listing. The rights of the parties to rescind or vary the Listing are not subject to the consent of any other person.

 

  1. Governing law. These Terms, the Listing, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

 

  1. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms, the Listing or their subject matter or formation.