Trading terms and conditions of the River Consultancy and its website Doggies.ie
These terms and conditions regulate the business relationship between you and us. By using Our Website in any way, or by buying from us, you agree to be bound by them.
No person under the age of 18 years may purchase Services. We look forward to seeing you again when you are over 18.
We are: the River Consultancy
Our address is: 5, Aylesbury Place, Belmont Road,Waterford, Ireland
You are: a visitor to Our Website / our customer
The terms and conditions
In this agreement:
“Our Website” means the entire computing hardware and software installation that is or supports Our Website.
“Services” means any of the services we offer for sale on our Website and include generally available updates and support services so far as specified for each service.
“Content” means any material in any form published on Our Website by us or any third party with our consent.
“Material” means Content of any sort posted by you on Our Website
2 Our contract with you
These terms and conditions apply:
2.1 So far as the context allows, to you as a visitor to Our Website; and
2.2 In any event to you as a buyer or prospective buyer of our Services.
2.3 We shall accept your order by e-mail confirmation. That is when our contract is made. Our message will also confirm details of your purchase and tell you when we shall despatch your order.Our services are for business by accepting these terms you are confirming you are acting in your capacity as a sole trader, employee,director of a company or business with the authority to enter into contracts for the business.
2.4 Unfortunately, we cannot guarantee that every service advertised on our website is available. If at any time a service becomes unavailable, we will immediately refund any money you have paid. Our refund will cover the period of unavailability and not any period for which Services have been available.
2.5 We may change these terms from time to time. The terms that apply to you are those posted here on Our Website on the day you order Services.
2.6 If in future, you buy Services from us under any arrangement which does not involve your payment via Our Website; these terms still apply so far as they can be applied.
2.7 If we owe you money (for this or any other reason), we will credit your credit or debit card as soon as reasonably practicable but in any event no later than  days from the date of your order.
3 Your account with us
3.1 You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself. We need this information to provide you with the Services.
3.2 If you use the website, you are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorised person from using your computer.
3.3 You agree to accept responsibility for all activities that occur under your account or password. You should tell us immediately if you believe some person has accessed your account without your authority and also log in to your account and change your password.
3.4 We reserve the right to refuse you access to Our Website.
4 Price, payment and service provision
4.1 It is possible that the price may have increased from that posted on our Website. If that happens, we will not provide the Services until you have confirmed that you wish to order at the new price.
4.2 You agree to pay the monthly charge for the Services, from the credit card, information for which you have or will have supplied to us. You authorise us to arrange withdrawal of funds on this card each month without further reference to you.
4.3 Payments are billed in advance at the beginning of each month.
4.4 Payments are non-refundable.
4.5 Our Services will be provided by email / making them available for you to download / in the way we have explained in our Website.
4.6 If we are not able to provide your Services within  days of the date of your order, we shall notify you by e-mail to tell you the likely provision date.
4.7 You may cancel provision of the Services at any time on giving us four clear weeks notice. Payment will be due until the expiry of the notice period.
4.8 We may change the nature or provision of the Services at any time. We may tell you about any such change by email or by posting details on Our Website.
4.9 If we change the nature or provision of the Services, you may terminate this contract.
4.10 If a change we make in the provision of the Services, involves action on your part, and you do not take that action, we are entitled to terminate the Services to you without notice.
4.11 You may not share or allow others to use the Services in your name.
4.12 We will do our best to maintain Our Website so that you have constant use, but there will be times when your use may be interrupted. Interruption to the Services for reasonable periods for maintenance or causes beyond our control is not a ground for repayment of money you have paid. When we are aware of the likelihood of down time, we will tell you in advance.
5 Foreign taxes, duties and import restrictions
5.1 If you are not in the Republic of Ireland, we have no knowledge of, and no responsibility for, the laws in your country.
5.2 You are responsible for purchasing Services which you are lawfully able to import and for the payment of import duties and taxes of any kind levied in your country.
6 Dissatisfaction with the Services
6.1 Our most important task is to ensure your absolute satisfaction. We will always strive to reach that target. However, we acknowledge that mistakes are made occasionally. This paragraph covers that possibility. If you are not wholly satisfied with the Services, please tell us at the earliest opportunity:
6.1.1 exactly why you think we have failed;
6.1.2 the date, if relevant, of the failure;
6.1.3 when and how you discovered the failure;
6.1.4 the result of the failure;
6.1.5 your suggestion as to action we should take to resolve the situation and restore your faith in us.
6.2 To do this, it is essential that you contact us by email at the Contact Point on Our Website.
6.2 The procedure for complaints about our Services is set out on Our Website. If you do not follow this procedure, we may be unable to identify you and the Services you have received.
7.1 We or our Content suppliers may make improvements or changes to Our Website, the Content, or to any of the Services, at any time and without advance notice.
7.2 You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention, any that you find.
7.3 We give no warranty and make no representation, express or implied, as to:
7.3.1 the adequacy or appropriateness of the Services for your purpose.
7.3.2 the truth of any Content on Our Website;
7.3.3 any implied warranty or condition as to merchantability or fitness of the Services for a particular purpose;
7.3.4 compatibility of Our Website with your equipment, software or telecommunications connection.
7.3.5 compliance with any law;
7.3.6 non-infringement of any right.
7.4 Our Website contains links to other Internet websites outside our power and control. You acknowledge and agree that we shall not be liable in any way for the Content of any such linked website, nor for any loss or damage arising from your use of any such website.
7.5 We are not liable in any circumstances for special, indirect or consequential loss or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website or the purchase of Services.
7.6 In any event, including the event that any term or condition or obligation on our part (“Implied Term”) is implied into these conditions by law, then our liability is limited to the maximum extent permitted by law, to the value of the goods or services you have purchased.
7.7 We do not sell goods to consumers on site, we provide the ability to list products, you are at all times purchasing from the end supplier.
7.8 Items may be listed on site as from Doggies.ie, this website only acts as a service provider. All checkout and purchases do not occur on the Doggies.ie website but are completed on the retailers website.
7.9 CERTAIN CONTENT THAT APPEARS ON THIS SITE COMES FROM AMAZON SERVICES LLC.
THIS CONTENT IS PROVIDED ‘AS IS’ AND IS SUBJECT TO CHANGE OR REMOVAL AT ANY TIME.
8 Content and Intellectual Property Rights
8.1 We will defend the intellectual property rights in connection with our Services and Our Website, including copyright in the Content whether provided by us or by any other content provider (including copyright in: text, graphics, logos, icons, images, audio clips, digital downloads, data, and software).
8.2 We also claim copyright in the designs and compilation of all Content of Our Website. Title, ownership rights, and shall remain the sole property of us and / or the other content provider. We will strongly protect those rights in all countries.
8.3 Except as set out below, you may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part.
8.4 You may not use our name or logos or trade marks or any other Content on any website of yours or that of any other person.
8.5 Subject to the other terms of this agreement, you may download or copy Content only for your own personal use, provided that you maintain all copyright and other notices contained in it. You may not store electronically any significant portion of any Content.
9 Your email address
9.1 You represent that any username or email address selected by you, when used alone or combined with a second or third level domain name, does not interfere with the rights of any third party and has not been selected for any unlawful purpose.
9.2 You acknowledge and agree that if we believe such selection does interfere with the rights of any third party or is being selected for any unlawful purpose, we may immediately suspend the use of such name or email address, and you will indemnify us for any claim or demand that arises out of your selection.
9.3 You acknowledge and agree that we shall not be liable to you in the event that we are ordered or required by a court or judicial authority, to desist from using or permitting the use of a particular domain name as part of a name or email address.
10 Your Material
10.1 If you post any Material in Our Website, you warrant that you own the copyright in it and you accept all risk and responsibility for it. You grant to us the right to edit, copy, publish, distribute, translate and otherwise use it in any medium and for any purpose.
10.2 You agree that if you do post any Material on Our Website, in doing so, you grant to us a non-exclusive, irrevocable, royalty-free, right in perpetuity to use that Material in any way whatever, throughout the World in any medium. You agree to waive your right to be identified as the author and your right to object to derogatory treatment of your Material.
10.3 You agree to perform all further acts necessary to perfect any of the above rights granted by you to us, including the execution of deeds and documents, at our request.
10.4 You represent and warrant that:
10.4.1 you own the rights to all of the Material that you post;
10.4.2 any fact stated in your Material is accurate;
11 System Security
11.1 You agree that you will not, and will not allow any other person to violate or attempt to violate any aspect of the security of Our Website.
11.2 You may not use any software tool for the purpose of extracting data from our website.
11.3 You understand that any such violation is unlawful in many jurisdictions and that any contravention of law may result in criminal prosecution.
12 Acceptable use Policy
As a condition of your use of Our Website, you agree to comply with these provisions:
12.1 You will not use or allow anyone else to use the Web Site to post or otherwise publish:
12.1.1 copyright works;
12.1.2 commercial audio, video or music files;
12.1.3 any Material which violates the law of any established jurisdiction;
12.1.4 unlicensed software;
12.1.5 software which assists in or promotes: emulators, phishing, hacking, password cracking, IP spoofing;
12.1.6 links to any of the material specified in this paragraph;
12.1.7 pornographic Material;
12.1.8 any Material promoting discrimination or animosity to any person on grounds of gender, race or colour.
12.2 You will not use the Services for spamming. Spamming includes, but is not limited to:
12.2.1 the bulk sending of unsolicited messages, or the sending of unsolicited emails which provoke complaints from recipients;
12.2.2 the sending of junk mail;
12.2.3 the use of distribution lists that include people who have not given specific permission to be included in such distribution process;
12.2.4 excessive and repeated posting off-topic messages to newsgroups;
12.2.5 excessive and repeated cross-posting;
12.2.6 email harassment of another Internet user, including but not limited to, transmitting any threatening, libellous or obscene Material, or Material of any nature which could be deemed to be offensive;
12.2.7 the emailing of age inappropriate communications or content to anyone under the age of 18.
You agree to indemnify us against any claim or demand, including reasonable lawyers’ fees, made by any third party due to or arising in any way out of your use of Our Web Site, your posting any Material, or the infringement by you, or by any other person using your computer, of any intellectual property or other right of any person.
14 Miscellaneous provisions
14.1 When we communicate with you we do so by email. You agree that email communications are contractually binding in the same way as properly signed and dated paper sent by post.
14.2 Where we provide goods or services without specific charge to you, then it (or they) is deemed to be provided free of charge, and not to be associated with any other goods or service for which a charge is made. Accordingly, there is no contractual nor other obligation upon us in respect of those goods or service.
14.3 Nothing in this agreement or on Our Website shall confer on any third party any benefit or obligation.
14.4 If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
14.5 No waiver by us, in exercising any right, power or provision in this agreement shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.
14.6 In the event of a dispute arising out of or in connection with these terms or any contract between you and us, then you agree to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.
14.7 We are not liable for any breach of our obligations resulting from causes beyond our reasonable control including strikes of our own employees.
14.8 This Agreement shall be governed by and construed in accordance with the law of the Republic of Ireland. This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
Terms and Conditions applicable to a seller of goods using Doggies.ie owned by the River Consultancy.
These terms and conditions are the contract between you and [Our name] (“us”, “we”, etc). By visiting or using Our Website, you agree to be bound by them.
The River Consultancy is a trade name of [company name], [company number incorporated in the Republic of Ireland], whose [registered office / address] is at [address]
“Content” means the textual, visual or audio content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content such as advertising material, and all other product or service related material Posted by you.
“Our Website” means any website of ours, and includes all web pages controlled by us.
“Post” means place on or into Our Website any Content or material of any sort by any means.
“Product” means any item offered for sale by you on Our Website, whether physical goods or downloads.
“Service” means all of the services available from Our Website, whether free or charged.
2. Our contract
2.1 The relationship between us is solely that:
2.1.1 in consideration of a fee charged by us, we provide for you an Internet market place as an arm’s length contractor.
2.1.2 we act as your agent solely in the collection of money paid by your buyer.
2.1.3 we are not partners or joint venturers.
2.2 If you place a Product for sale on Our Website, you do so subject to these terms.
2.3 When you place a Product on Our Website, you will be bound to provide all the information required by the European Union Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
2.4 Although we are not a party to your contract with a buyer introduced to you via Our Website, we shall remove your Products from offer if a customer or site visitor has a valid complaint against you.
2.5 We may change this agreement in any way at any time. The version applicable to your contract is the version which was Posted on Our Website at the time that the contract was made.
2.6 Subject to this agreement and to the procedures set out on Our Website, you may enter a Product for sale through Our Website.
3. The European Union Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“the Regulations”)
3.1 You authorise us to take any action that may reasonably be required from time to time, to protect your interests and ours in connection with a breach or possible breach of the Regulations.
3.2 Because we are not your agents except to market your Products and take payment, all your obligations under the Regulations must be fulfilled by you. That means the information you provide to us by entry or upload into Our Website must be clear, sufficient and complete, to comply with the Regulations.
3.3 On Our Website, we will provide a route to allow a customer to deal directly with you. That will include options relating to delivery and cancellation of his order.
3.4 We will also provide regulatory information relating to returns and cancellation. We expect you to comply with those terms unless the Product you sell, or your business model, requires different terms. The terms on Our Website will be communicated only as information to the buyer and not as contract terms.
3.5 Because every reference to a Product of yours, made by you or by us, may be treated by a consumer as contractual, you agree:
3.5.1 to make clear any contractual term in content you place on Our Website, which may be different from any term on Our Website.
3.5.2 that no content on your website will contradict content you place on Our Website.
4. Your Product placement
You agree that you will:
4.1 not place any Product for sale which is not of merchantable quality or which requires for its setup or use a level of technical expertise which is not fully explained to a customer before purchase.
4.2 immediately to remove from sale on Our Website any Product which for any reason, you are unable to supply.
4.3 not re-place any Product we remove from offer for sale.
5.1 Deliveries of hard copy and physical Products will be made from your premises, by post or by a carrier instructed by you subject to the contract between you and your customer.
5.2 You will notify both the customer and [Ourname.ie] by email on the date of sending, that the Product has been despatched and of the expected delivery date.
5.3 If at any time, any customer notifies you of non-delivery within the time scale offered by you on Our Website, you will investigate immediately and tell the customer that you are doing so, what you are doing, and when you expect to be able to deliver the Product.
5.4 In the absence of information to the contrary, you agree to despatch a Product within [three] days of notification of order by us, by a method likely to reach the buyer within a further seven days.
5.5 If it is apparent that a customer has not received a Product within 14 days of the expected delivery date, you will refund money paid, including any delivery charge. This is a condition of your contract with us because our reputation, as well as yours, is at stake in those circumstances.
6. Products returned
You agree that you will at all times:
6.1 reply promptly and in any event within 48 hours to any customer message or other correspondence;
6.2 comply with the law relating to all aspects of the contract between you and your customer, relating in particular your obligations to provide full information and accept cancellation and returns. However, you may also offer more favourable terms to your customers as per your own returns and refunds policy set out on your website or otherwise in your terms and conditions.
6.3 when you have an obligation to return money to a customer for any reason, you will do so immediately, as provided by the returns & refunds policy set out on Our Website;
6.4 in the event that a Product ordered is not available, you will immediately tell your customer and refund any money paid;
6.5 comply with the River Consultancy procedures relating to satisfaction of an order, Products returned and payment, as set out on Our Website from time to time.
6.6 please provide information to us in respect of any claim for non-delivery and any dispute as to payment, so as to enable us to identify the possibility of fraud.
7. The selling procedure
7.1 The River Consultancy is not responsible for the fulfilment of your contract to sell a Product.
7.2 Your contract with a buyer through Our Website is made when you acknowledge the order or despatch the Product. Until that time, the customer’s action is an “invitation to treat”. We have arranged our terms with buyers in that way so as to give you the opportunity to decline a buyer or provide the full information required by the Regulations.
7.3 You agree that a contract to sell a Product offered by you is a firm and binding contract as soon as your customer’s payment has been accepted by our payment service provider.
7.4 Subject to discounts and promotions, Products are offered for sale at a fixed price. VAT may be due and will be either included in the price or shown separately. If not shown, it will not be charged.
7.5 All Products may be subject to a delivery charge which will be shown at the pay point. The delivery charge will be fixed by you for each item offered for sale. It may be changed at your discretion. Once you have sold a Product, the delivery charge offered by you at the time of purchase cannot be increased.
7.6 Products will be offered for sale and sales made, subject to the terms and conditions applicable to buyers. You accept and endorse these terms and agree to comply in all respects with the corresponding obligations of a seller. You may view the buyer’s conditions on Our Website at any time.
7.7 We shall send you a message by email at the time of each sale, providing full information about that sale.
7.8 You agree to provide an adequate stock of any Product placed by you for sale through Our Website and to tell us, through your control panel, if at any time your supply is exhausted.
8. Value added Tax
8.1 Fees and commissions specified on Our Website are exclusive of VAT.
8.2 If you are located in the Republic of Ireland, we will show and retain the amount of VAT due on our charge for our services in addition to the amount of commission due to us.
8.3 If you are located in the Republic of Ireland, and you provide a valid Irish VAT registration number, we will not charge or deduct VAT from sums due to you.
8.4 The River Consultancy has the right to demand additional information about your business so far as it may affect your VAT registration, at any time, from you or from a governmental authority.
9. Our commission and payment to you
9.1 We sell your Product at the price you place on it, subject to these terms and also the requirements we set out on Our Website from time to time.
9.2 Our fees and commissions are payable on demand. You irrevocably authorise us to deduct them from sums paid to us by your buyer.
9.2(a) Our fee’s are 7% excluding VAT
9.3 Our Website selling system is an automated system which can be followed by you through a “control panel”.
9.4 The proportion of each sale receipt retained by us is as agreed by us in writing.
9.5 The proportion of each sale receipt retained by us is as set out elsewhere on Our Website.
9.6 Where our commission is based on a percentage of the sale price, you may not artificially inflate the delivery charge and reduce the price of the Product in order to reduce our commission. If we believe that you do so, we may immediately cease to deal with you.
9.7 We will pay you within 21 days of confirmed despatch of order.
9.8 If you have a bank account located in the Republic of Ireland, we will transfer money via the Internet, in full.
9.9 If you do not have an account in the Republic of Ireland, we will transfer money in any sum at your request and at your cost. We will pay for the transfer if the sum due is over the limit specified from time to time on Our Website pages.
9.10 We will send you an invoice for our charges.
9.11 If we do or could earn interest on any cash balance in our control for the period between payment by a customer and our accounting to you, we are free to keep that interest and have no obligation to account for it to you.
9.12 If an action by a buyer results in a charge back to our account, you agree that we may deduct the sum charged back together with any fee paid to our service provider and bank, from any sum due to you, at or after that time.
9.13 If you or we accept any cancellation and consequently refund money to a customer, we are not obliged to repay commission to you.
9.14 If in our discretion we believe that your performance as a seller results in a significant number of charges back and / or buyer disputes or if we believe you are in breach of this agreement, we are free to hold back payments to you until we are satisfied that disputes have been settled and / or breach rectified.
10. Advertising your Product
If you accept our offer to advertise market or promote your product, the following conditions apply.
10.1 We may use the services of a specialist Internet marketing business associated with [Our name].
10.2 Without prior consent of the other; neither we nor you will contract with any other person or company for specialist services. Here your obligation is limited to the extent of the price charged and due to us.
10.3 The price charged to you will include all payments we make to others.
10.4 The cost of work ordered by you is payable in full, in advance. If you so request us, by indication on Our Website, we will deduct the cost from your account.
10.5 We give no guarantee as to the success of any advertising placed.
10.6 We shall receive no secret commission on advertising services. But note that the service supplier is associated with us.
11. Your Product warranties
11.1 You warrant that any Product you place on Our Website for sale:
11.1.1 is not: illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to any third party;
11.1.2 does not offend against the law of any country whose citizens might purchase it;
11.1.3 is not intended primarily to advertise any business, except your business.
11.2 You warrant that you own the copyright of any Content you place on Our Website for sale, or that you have the permission of the copyright owner:
11.2.1 to enter or upload that Content;
11.2.2 to receive the net proceeds of such sales as arise.
12. How we handle your Content
12.1 If you Post Content to any public area of Our Website it becomes available in the public domain. We have no control who sees it or what anyone does with it.
12.2 [You now irrevocably authorise us to publish feedback, comments and ratings about your Products, services and activity through Our Website, even though it may be defamatory or critical].
12.3 We will use that licence only for commercial purposes of the business of Our Website and will stop using it after a commercially reasonable period of time.
12.4 Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
12.5 You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you;
12.6 You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
12.7 Please notify us of any security breach or unauthorised use of your account.
13. Restrictions on what you may Post to Our Website
We invite you to Post Content to Our Website for [marketing your products and services and in other ways]. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law.
We do not undertake to moderate or check any item Posted.
You agree that you will not use or allow anyone else to use Our Website to Post Content or undertake any activity which is or may:
13.1 be unlawful, or tend to incite another person to commit a crime;
13.2 be obscene, offensive, threatening, violent, malicious or defamatory;
13.3 be sexually explicit or pornographic;
13.4 be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
13.5 use a Posting to solicit responses unconnected with the purpose of Our Website or the terms proposed by this agreement.
14. Your Posting: restricted content
In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.
In addition to the restrictions set out above, a Posting must not contain:
14.1 hyperlinks, other than those specifically authorised by us, as explained on Our Website.
14.2 keywords or words repeated, which are irrelevant to the Content Posted.
14.3 the name, logo or trademark of any organisation other than yours.
14.4 inaccurate, false, or misleading information.
15. Security of Our Website
If you violate Our Website we shall take legal action against you.
You now agree that you will not, and will not allow any other person to:
15.1 modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
15.2 link to our site in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
15.3 download any part of Our Website, without our express written consent;
15.4 collect or use any product listings, descriptions, or prices;
15.5 collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
15.6 aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
15.7 share with a third party any login credentials to Our Website.
16. Copyright and other intellectual property rights
16.1 All content on Our Website, is the property of either us or our affiliates or suppliers of products for sale. It is all protected by international copyright laws.
16.2 You may not copy, modify, publish, transmit, create derivative works from, or in any way exploit any of the content, except as is expressly permitted in this agreement or with our written consent.
16.3 For the sake of good order you should note that copyright exists in compilations and graphic images, shapes and styles, as well as in raw text.
17. Interruption to the Service
17.1 We give no warranty that the Service will be satisfactory to you.
17.2 We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of our Service for repairs, maintenance or other good reasons. We may do so without telling you first.
17.3 You acknowledge that our Service may also be interrupted for reasons beyond our control.
17.4 You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to our Service.
18. Our disclaimers
18.1 We are not responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss whatever.
18.2 We are not liable in any circumstances for damages resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website.
18.3 Our Website and Services are provided “as is”. As to Our Website and Services, we make no representation or warranty of any kind, express or implied, including, without limitations, warranties:
18.3.1 as to fitness of Our Website and Service for a particular purpose;
18.3.2 as to availability and accessibility, without interruption, or without error;
18.3.3 any obligation, liability, or remedy in tort whether or not arising from our negligence.
18.4 You now expressly release us from any and all claims and liability known and unknown, arising in any way from a dispute between you and a buyer.
19. Your indemnity to us
You agree to indemnify us against all loss and expense, including legal fees and management time related in any way to:
19.1 a claim by any person in respect of any Product;
19.2 protecting the reputation of our business by our making a payment to a customer of yours in circumstances where you have failed to make that repayment or otherwise comply with your contract with that customer.
19.3 any cost to us arising from a decision by us to comply as your agent, with any obligation of yours, whether or not we have your permission, arising out of any regulation or law, including:
19.3.1 the deletion or amendment of any text or other content you have placed on Our Website;
19.3.2 any payment we make on an ex gratia basis, arising from a contract between you and a buyer;
19.4 legal or other fees we incur in defending a claim or the imposition of a fine or penalty;
19.5 our management time in dealing with any failure or alleged failure by you to comply with any relevant regulation or law.
20. Miscellaneous matters
20.1 You undertake to provide to us your current land address, e-mail address, telephone and fax numbers as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
20.2 So far as any time, date or period is mentioned in this agreement, time shall be of the essence.
20.3 If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
20.4 For the purposes of the Data Protection Act 1988 you agree to the processing of your personal data (in manual, electronic or any other form) relevant to this agreement, by us [and/or any agent or third party nominated by us] [and bound by a duty of confidentiality]. Processing includes but is not limited to obtaining, recording, using and holding data and includes the transfer of data to any country in any part of the World.
20.5 If you are in breach of any term of this agreement, we may:
20.5.1 publish all text and Content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication.
20.5.2 terminate your account and refuse access to Our Website;
20.5.3 remove or edit Content, or cancel any order at our discretion.
20.6 Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
20.7 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
20.8 You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
20.9 Any communication to be served on either of us by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.
It shall be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address: within 72 hours of posting;
If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender. [Take care before agreeing to accept service by e-mail. It may be convenient, but you could miss or accidentally delete the message]
20.10 In the event of a dispute between us, then, if we so ask, you undertake to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.
20.11 This agreement does not give any right to any third party.
20.12 We shall not be liable for any failure or delay in our performance of this agreement which is caused by circumstances beyond our reasonable control, [including any labour dispute].
20.13 In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
20.14 This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
20.15 The validity, construction and performance of this agreement shall be governed by the laws of the Republic of Ireland.