(1) Introduction
This
disclaimer governs your use of our website; by using our website,
you accept this disclaimer in full.[2]
If you disagree with any part of this disclaimer, you must not use our website.
(2) Credit
(3) Intellectual property rights
Unless
otherwise stated, we or our licensors own the intellectual property rights in
the website and material on the website. Subject to the licence below, all
these intellectual property rights are reserved.
(4) Licence to use website
You may view, download for caching purposes
only, and print pages [or [other content]][3]
from the website for your own personal use, subject to the restrictions below.
You must not:
(a) republish material from this website (including republication on another
website);
(b) sell, rent or otherwise sub-license
material from the website;
(c) show any material from the website in public;
[(d) reproduce, duplicate, copy or otherwise
exploit material on our website for a commercial purpose;]
[(e) edit or otherwise modify any material on the
website; or]
[(f) redistribute material from this website
[except for content specifically and expressly made available for
redistribution [(such as our newsletter)]].]
[Where content is specifically made available for redistribution, it may
only be redistributed [within your business].][4]
Whilst we
endeavour to ensure that the information on this website is correct, we do not
warrant its completeness or accuracy; nor do we commit to ensuring that the
website remains available or that the material on the website is kept up to
date.
To the maximum
extent permitted by applicable law, we exclude all representations, warranties
and conditions relating to this website and the use of this website (including,
without limitation, any warranties implied by law in respect of satisfactory
quality, fitness for purpose and/or the use of reasonable care and skill).
Nothing in this disclaimer will: (a) limit or exclude our or your liability
for death or personal injury resulting from negligence; (b) limit or exclude
our or your liability for fraud or fraudulent misrepresentation; (c) limit any of our or your liabilities in any way
that is not permitted under applicable law; or (d) exclude any of our or your
liabilities that may not be excluded under applicable law.[6]
The limitations and exclusions of liability
set out in this Section and elsewhere in this disclaimer: (a) are subject to
the preceding paragraph; and (b) govern all liabilities arising under the
disclaimer or in relation to the subject matter of this disclaimer, including
liabilities arising in contract, in tort (including negligence) and for breach
of statutory duty.
[To the extent that the website and the
information and services on the website are provided free of charge, we will
not be liable for any loss or damage of any nature.][7]
[We will not be liable to you in respect of
any losses arising out of any event or events beyond our reasonable control.]
[We will not be liable to you in respect of
any business losses, including (without limitation) loss of or damage to
profits, income, revenue, use, production, anticipated savings, business,
contracts, commercial opportunities or goodwill.][8]
[We will not be liable to you in respect of
any loss or corruption of any data, database or software.]
[We will not
be liable to you in respect of any special, indirect or consequential loss or
damage.][9]
We may revise this
disclaimer from time to time. The revised disclaimer will apply to the use of
our website from the date of the publication of the revised disclaimer on our
website.
(7) Entire
agreement
Subject to the third paragraph of Section [5], this disclaimer[, together
with our privacy policy,][11]
constitutes the entire agreement between you and us in relation to your use of
our website and supersedes all previous agreements in respect of your use of
our website.
This
disclaimer will be governed by and construed in accordance with English[13]
law, and any disputes relating to this disclaimer will be subject to the
[non-]exclusive[14]
jurisdiction of the courts of England and Wales.
(9) Registrations
and authorisations[15]
[We are
registered with [trade register]. You can find the online version of the
register at [URL]. Our registration number is [number].][16]
[We are subject
to [authorisation scheme], which is supervised by [supervisory
authority].][17]
[We are
registered with [professional body]. Our professional title is [title]
and it has been granted in the United Kingdom. We are subject to the [rules]
which can be found at [URL].][18]
[We subscribe to
the following code[s] of conduct: [code(s) of conduct]. [These
codes/this code] can be consulted electronically at [URL(s)].][19]
[Our VAT
number is [number].][20]
(10) Our details[21]
The full name
of our company is [name].
[We are
registered in [England and Wales] under registration number [number].]
Our
[registered] address is [address].
You can
contact us by email to [email].
|
You
must retain the SEQ Legal credit and link set out in Section 2 above.
However, professional legal documents do not ordinarily include such credits
and links. You can purchase the right to use this document without the credit
and link here:
Unless
you have purchased this right, it is an infringement of copyright and breach
of licence to use this document without the credit and link.
|
[1] The disclaimer is a cut-down version of
our basic terms of use document. It is designed for use with UK-hosted and
-focused information-only websites; it can, however, be adapted for use in
other jurisdictions – although this should only be done by someone with the
requisite familiarity with the relevant law of the other jurisdiction. It is
not intended for use on websites which require registration to access
particular areas or services; nor is it intended for websites which include
bulletin boards or allow users to post comments. It is not sufficient for use
on websites which collect personal information (which will also require a
privacy policy) or for ecommerce sites (which will also require terms of sale).
Websites with unusual or non-standard features should always use bespoke terms
and conditions.
The
website disclaimer template will need to be edited before it is ready for use.
Square brackets in the document indicate the sections which need or are likely
to need to be edited. However, you should carefully review the whole document
to ensure that it meets with your requirements. If you have any doubts, you
should seek professional advice.
[2] The completed website disclaimer should be
easily accessible on your website, preferably from every page. Ideally, from
a legal perspective, users should be asked to expressly agree to these terms
(eg by clicking an "I agree" button). However, in practice, this is
very rarely done in relation to website disclaimers.
[3] The scope of the licence to use will vary
with the site. Consider carefully exactly what your users should be allowed to
do with the material on your website.
[4] Where you have content which is
specifically available for redistribution, it is usually a good idea to have a
more detailed licence setting out the redistribution rights.
[5] Limitations and exclusions of liability
are regulated and controlled by law, and the courts often rule that particular
limitations and exclusions of liability are unenforceable. The courts are
particularly likely to intervene where a party is seeking to rely on a
limitation or exclusion of liability in a consumer contract or in its standard
T&Cs, but will also sometimes intervene where a term has been individually
negotiated. You should take legal advice if you may wish to rely upon a
limitation or exclusion of liability, or if you want to exclude or limit – or
purport to exclude or limit – any liability to a consumer. Please note that the
guidance notes to this Section provide only an incomplete and basic overview of
this complex subject.
Exclusions and limitations
of liability in UK B2B and B2C contracts are regulated by the Unfair Contract
Terms Act 1977 ("UCTA").
Relevant legislation in the case of B2C contracts also includes the Consumer
Protection Act 1987 and the Unfair Terms in Consumer Contracts Regulations
1999.
The courts may be more
likely to rule that provisions excluding liability – as opposed to those merely
limiting liability – are unenforceable.
If there is a risk that any
particular limitation or exclusion of liability will be found to be
unenforceable by the courts (for example, because it may be unreasonable under
UCTA), that provision should be drafted as an independent term and be
separately numbered from the other provisions.
It may improve the chances
of a limitation or exclusion of liability being found to be enforceable if the
party seeking to rely upon it specifically drew it to the attention of the
other party before the contract was entered into.
[6] Do not delete this paragraph (except upon
legal advice). Without this paragraph, the specific limitations and exclusions
of liability will not usually be enforceable.
[7] This sort of exclusion is most unlikely to
be enforceable.
[8] You should consider carefully the
particular kinds of loss you want to try to limit or exclude.
If you wish to try to limit
or exclude for liability in respect of reckless, deliberate, personal and/or
repudiatory breaches of contract, you should specify this in relation to the
relevant paragraph (for example, using the following wording: "The
limitations and exclusions of liability in this paragraph will apply whether or
not the liability in question arises out of any [reckless, deliberate, personal
and/or repudiatory] conduct or breach of contract"). In some circumstances
the courts will find these types of limitations and exclusions to be
unenforceable (eg because unreasonable under UCTA).
[9] "Consequential loss" has a
special meaning in English law: it means a loss that, whilst not arising
naturally from the breach, was specifically in the contemplation of the parties
when the contract was made.
[11] If you collect personal data from users,
you should have a privacy policy as well as a disclaimer. You should also refer
here to (for example) any terms of sale or terms of subscription which relate
to your website.
[12] The questions of what law governs a
contract and where disputes relating to the contract may be litigated are two
distinct questions.
[13] These terms of use have been drafted to
comply with English law, and the governing law provision should not be changed
without obtaining expert advice from a lawyer qualified in the appropriate
jurisdiction. (NB in some circumstances the courts will apply provisions of
their local law, such as local competition law or consumer protection law,
irrespective of a choice of law clause specifying that a different law
applies.)
[14] Choose "non-exclusive" jurisdiction
if you may want to enforce the terms of use against users outside England and
Wales. Otherwise, choose "exclusive jurisdiction". (NB in some
circumstances – particularly where you are contracting with a consumer – your
jurisdiction clause may be overridden by the courts.)
[15] This section can be deleted where The
Electronic Commerce (EC Directive) Regulations 2002 (the "Ecommerce Regulations") do not apply.
Generally, the Ecommerce Regulations will apply unless a website is entirely
non-commercial, ie where a website does not offer any goods or services and
does not involve any remuneration (including remuneration for carrying Google
AdSense or other advertising).
[16] The Ecommerce Regulations provide that
where you are "registered in a trade or similar register available to the
public", you must provide "details of the register in which the
service provider is entered and his registration number, or equivalent means of
identification in that register".
[17] The Ecommerce Regulations provide that
"where the provision of the service is subject to an authorisation
scheme", you must provide "the particulars of the relevant
supervisory authority". In most cases you will be able to delete this
paragraph.
[18] The Ecommerce Regulations provide that
where "the service provider exercises a regulated profession", it
must provide "(i) the details of any professional body or similar
institution with which the service provider is registered; (ii) his
professional title and the member State where that title has been granted;
(iii) a reference to the professional rules applicable to the service provider
in the member State of establishment and the means to access them".
[19] The Ecommerce Regulations provide that
"a service provider shall indicate which relevant codes of conduct he
subscribes to and give information on how those codes can be consulted
electronically".
[20] Under the Ecommerce Regulations, where the
service provider undertakes an activity that is subject to value added tax, the
relevant identification number must be disclosed.
[21] UK companies must provide their corporate
names, their registration numbers, their places of registration and their
registered office addresses on their websites.
Sole traders and
partnerships that carry on a business in the UK under a "business
name" (ie a name which is not the name of the trader/partners or certain
other specified classes of name) must also make certain website disclosures:
(a) in the case of a sole trader, the individual’s name; (b) in the case of a
partnership, the name of each member of the partnership; and (c) in either
case, in relation to each person named, an address in the UK at which service
of any document relating in any way to the business will be effective.
All websites covered by the
Ecommerce Regulations must provide a geographic address (not a PO Box
number) and an email address.