Terms & Conditions
We have instructed Lawdit.co.uk a specialist ecommerce firm of solicitors to provide these Terms and they have audited our site and confirmed that as of 1 October 2015 the Services are in compliance with the laws of England and Wales (compliance confirmation at the bottom of these Terms).
1. INFORMATION ABOUT US
We operate the website www.pactscheme.com
. We are PACT Scheme Limited a company registered in England whose registration number is 09144016. You may contact us by using our 'Contact Us' page. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 19.
2. HOW WE USE YOUR PERSONAL INFORMATION
3. YOU ARE A BUSINESS CUSTOMER
4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
IMPORTANT please also read clause 11
You have become a PACT member as a result of your Customers failing to pay your invoices in accordance with your terms of business. Once you become a PACT member your customers shall be referred to as Debtors.
Our Website is primarily devoted to improving your cash flow and will assist you in avoiding the need (AMONGST OTHER THINGS) to have to issue court proceedings. However you must be aware of your obligations under the Data Protection Act 1998 and respect the data of your customers.
IF YOU ARE TO BECOME A PACT SCHEME MEMBER YOU MUST INFORM YOUR CUSTOMERS OF THE CONSEQUNCES OF NON PAYMENT NAMELY -
1. PAYMENT PERFORMANCE INFORMATION SHALL BE SHARED WITH CREDIT REFERENCE AGENCIES
2. DETAILS OF THE DEBT MAY BE MADE PUBLICLY AVAILABLE VIA SEARCH ENGINE
WE RESERVE THE RIGHT TO TERMINATE OUR CONTRACTUAL RELATIONSHIP IN THE EVENT THAT WE UPLOAD THE DATA OF YOUR CUSTOMERS WHICH IS IN BREACH OF THE DATA PROTECTION ACT.
Our website will guide you through the steps and requirements you need to take to place an order for our services. Please take the time to read and check your order at each page of the process.
After you place a membership request, you will receive an e-mail from us acknowledging that we have received your request. We will confirm our acceptance to you by sending you an e-mail that confirms that your membership has been accepted (email Confirmation). The Contract between us will only be formed when we send you the email Confirmation. Thereafter our Contract shall continue on a rolling year to year contract and you shall also be able to subscribe on a monthly basis.
5. YOUR RIGHT TO A REFUND AND OR RETURNS AND YOUR RIGHT TO VARY THESE TERMS
We do not offer any refunds or returns. You may cancel the Contract with us in accordance with Clause 15.We shall cancel the Contract if you breach the Data Protection Act 1998 which shall constitute a material breach as defined at Clause 15
We may amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.
We may revise these Terms as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements.
You can only pay for our services by using a debit card or credit card. We accept the following cards: Visa, MasterCard, and Maestro. You can pay either monthly or annually and these payments will continue until you cancel your membership with us. Fees displayed on our website are exclusive of VAT, but monthly and annual charges will include VAT.
7. CHANGES TO OUR SITE
We may update our site from time to time, and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it. We do not guarantee that our site, or any content on it, will be free from errors or omissions.
8. ACCESSING 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 or available in other locations. We may limit the availability of our site or any service or product described on our site to any person or geographic area at any time. If you choose to access our site from outside the United Kingdom, you do so at your own risk.
9. YOUR ACCOUNT AND PASSWORD
10. INTELLECTUAL PROPERTY RIGHTS
11. UPLOADING DEBTOR DATA INFORMATION ON OUR WEBSITE
You have become a PACT member as a result of your Customers failing to pay your invoices in accordance with your terms of business. Once you become a PACT member your customers shall be referred to as Debtors
You may only upload Debtor information which relates to the Debtor’s company name, company number, website address, details of the debt, including the amounts due and owing (this information will become publicly available in the event of non-payment) and any documents and related correspondence, including invoices, and quotes (this shall remain confidential and shall not be publicly available) together known as the ‘Data’. You warrant that the Debtor Data shall only be uploaded where you have complied with the following:-
You have an agreement in place with the Debtor which expressly refers to your right to publicise non-payment of your invoices and you have an express agreement in place informing them that you may publish this data.
You warrant and shall indemnify us in the event that you upload Debtor Data incorrectly and or breach the provisions of the Data Protection Act 1998.
FAILING TO COMPLY WITH THIS CLAUSE SHALL RENDER YOUR FAILURE A MATERIAL BREACH AND WE SHALL TERMINATE YOUR MEMBERSHIP WITH IMMEDIATE EFFECT AND/OR REMOVE THE DATA.
Any Data you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in the data 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 and credit reference agencies.
We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site. The views expressed by other users on our site do not represent our views or values.
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 in order 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 which 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.
13. 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.
If you wish to make any use of content on our site other than that set out above, please contact us directly.
14. THIRD PARTY LINKS AND RESOURCES IN OUR SITE
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only.
We have no control over the contents of those sites or resources.
15.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party one months' written notice.
15.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(g) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(i) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events;
(j) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
(k) the other party's financial position deteriorates to such an extent that in the our opinion your capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
16. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a)You shall immediately pay us all outstanding unpaid invoices and interest and, in respect of Services supplied
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication survive termination shall continue in full force and effect.
17. OUR LIABILITY TO YOU AS A BUSINESS
This clause 17 only applies as YOU are a business customer.
17.1 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) defective products under the Consumer Protection Act 1987.
17.2 We will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty (including the Data Protection Act 1998 ) , or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
17.3 We do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Services are suitable for your purposes.
18. 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 a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
19. COMMUNICATIONS BETWEEN US
19.1 When we refer, in these Terms, to "in writing", this will include e-mail.
(a) Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; 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 if sent by e-mail, one Business Day after transmission.
(c) 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 e-mail that such e-mail was sent to the specified e-mail address of the addressee.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
20. OTHER IMPORTANT TERMS
20.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you (in writing or) by posting on this webpage if this happens.
20.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing. This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise
20.3 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
20.4 If we fail to insist that you perform any of your obligations under these Terms, 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 and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
20.5 As a business, a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and we both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
We have audited the website www.pactscheme.com and confirm that as of 1 October 2015 the Services provided are in compliance with the laws of England and Wales.