TERMS AND CONDITIONS
LAW AND JURISDICTION

The construction, validity and performance of these Terms and Conditions will be governed by Scottish law and the Parties submit to the exclusive jurisdiction of the Scottish courts to resolve any dispute between them.

A person who is not a Party to the Agreement has no right to enforce any Clause of the Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise and neither Party may declare itself trustee of the rights under it for the benefit of any third party.

Nothing in these Terms and Conditions constitutes the Parties as legal partners, joint ventures or co-owners or constitutes either Party as the agent, employee or representative of the other or empowers either party to act for, bind or otherwise create or assume any obligation on behalf of the other and neither Party will hold itself out as having authority to do the same.

The Client shall comply with all applicable rules, regulations, codes of practice and laws relating to its use of the StressFree-IT.com’s Services, including without limitation its obligations under the:

Data Protection Act 1998

Regulation of Investigatory Powers Act 2000

Competition Act 1998 and E-commerce Directive and equivalent legislation;

The client warrants to StressFree-IT.com at all times that the material included in the Web Site without limitation:

(a) is not in breach of the Intellectual Property rights of any third party;

(b) is not obscene within the definition of the Obscene Publications Act 1959 or any other relevant provision, statute;

(c )is not in breach of any code or provision of statute or common law or otherwise in force from time to time in relation to Advertising of Goods or Services;

(d) contains no element of corporative advertising which is in breach of the Control of Misleading Advertisements (Amendment) Regulations 2000;

(e) is not in breach of the Defamation Act 1996 or any other relevant provision;

(f) does not contain any misleading price comparison in breach of Consumer Protection Act .

These Terms and Conditions and any documents to which they refers contain the entire understanding of the Parties relating to the Service or Goods whether correct or incorrect, unless such incorrect statement was made fraudulently, and supersede any prior agreement, understanding, arrangement, advice given or statement made between the Parties whether oral or in writing.

Any provisions of these Terms and Conditions that are either expressed to survive or considered by their nature or context to survive their Termination will remain in full force and effect after Termination.

StressFree-IT.com reserves the right to modify these terms and conditions at any time by posting revised terms and conditions on this web site.

Every effort is made by StressFree-IT.com to ensure that information presented by the service is accurate. StressFree-IT.com
, its agents, representatives or employees cannot accept any liability arising as a result of incorrect information being provided by you.


TERMS AND CONDITIONS - ORDERS

All prices quoted in a Proposal are valid for 30 days only or until earlier confirmation by the Client after which time they may be altered by
StressFree-IT.com without giving notice to the Client save that where any prices contained within the Proposal (in whole or part) relate to a third party service provision then these prices are accurate at the date the Proposal is given but may be subject to slight variations thereafter.

These terms and conditions together with a signed sales order will form a binding contract between the Client and StressFree-IT.com which shall constitute the entire agreement between the Client and StressFree-IT.com and apply to any trading agreement or other contract or arrangement between the Client and StressFree-IT.com.

These terms apply to the exclusion of all other terms or conditions of contract the Client may propose and shall not be varied unless agreed in writing, signed by StressFree-IT.com.

You may request us to supply Services or Goods by completing and forwarding an Order Form to us or by signing a written Agreement that we have prepared. Such a request is deemed your acceptance of these Terms and Conditions and we, at our discretion, may accept your request by providing the Service or Goods under the provisions of the Agreement and raising a first invoice for the Service or Goods or by countersigning the written Agreement.

TERMS AND CONDITIONS - SERVICES

We will use our reasonable endeavours to Activate the Service or despatch the Goods at Commencement but where we depend on another provider and/or there are technical or other reasons beyond our control we will notify you of a later Activation or delivery date. If you change your requirements for the Service or if we or our subcontractors or suppliers are unavoidably delayed for whatever reason in installing the Service before it is activated such Activation date will no longer apply and we will notify you of a revised date. Except as otherwise stated in the Agreement we will have no liability for any failure to meet any Activation or delivery date for whatever reason.

The Service is solely for your use and you agree not to resell, lease or allow use of the Service by any third party unless it is under the terms of a Partner agreement or you otherwise have our prior written consent.

Your use of the Service is deemed to be your acceptance of all Licences relating to the Service.

We have the right and you give us full authority to select, change or remove our service providers at any time without consulting you.

We reserve the right to investigate your credit history and make enquiries into your principal directors through a credit reference agency who will keep a record of any search and may share that information with other businesses. You acknowledge that we may decline the Order Form or the option for you to pay in monthly instalments based on the results of such an investigation.

We reserve the right to subcontract part or all of our obligations under the Agreement.

This Agreement shall not give rise to any exclusive relationship and nothing in this Agreement shall prevent StressFree-IT.com acting for or providing works the same or similar to the Works to any third party.

PAYMENT

Unless specified otherwise in the Agreement or on the invoice all Charges must be paid at or before the beginning of the respective period of Service or before we dispatch the Goods except that usage Charges are payable on invoice in arrears of the respective usage period.

Except for the sale of Goods all Services are invoiced for the standard Charge in equal amounts and for the variable Charge if applicable at roughly equal intervals whether weekly, monthly, annual or otherwise, beginning when the Service is Activated which is at Commencement unless we advise you otherwise. You agree to pay all invoices raised by the due date whether disputed or not and whether raised or due before Termination or not. If you fail to pay any Charges due under the Agreement by the due date we will deem such failure to be a ´material breach´ of the Agreement and we reserve the right to suspend the Service until we receive payment.

If you are overdue with any payments, you agree to pay us £15 for each related correspondence and our solicitors´ and court fees and interest on all monies outstanding in accordance with the Late Payment of Commercial Debts Regulations 2002.

Unless otherwise stated in the Order Form or Price List, all Charges are exclusive of VAT and any other applicable purchase tax, import, and all other duties.

Where we hold your credit card or debit card details or a direct debit mandate for a Service we will take subsequent payments via such method when due according to the current Price List. If we are unable to take payment via such method for any reason we will inform you in writing and you agree to pay the invoice within 14 days by other means and to reinstate your arrangement to pay by credit card, debit card or direct debit.

If our supplier either ceases to provide a service such that we must change suppliers or increases the price of a service you acknowledge that we may increase the price of the corresponding Service accordingly with at least 30 days notice.

If you choose to pay by direct debit you must return the completed mandate to us within 28 days of Commencement. If you do not we reserve the right to withdraw any discounts offered and we will invoice you immediately for the Charges. You must pay the invoice within 14 days by other means. You acknowledge that all direct debit transactions will be billed at a minimum of £25.

If you choose to pay by direct debit and for any reason your direct debit fails or is cancelled and we cannot take payment you agree to make the payment in full by an alternative method within 5 days and you may then continue to pay via direct debit. If you do not pay within this five day period we retain the right to pursue payment through our normal processes and retract your right to pay by direct debit in the future.

StressFree-IT.com may charge additional Fees in accordance with its then prevailing rates: In the event of delays or additional works caused or required by the Client including its failure to provide StressFree-IT.com with such information, Materials, instructions, media or approvals, as are reasonably required for the supply of the Service, properly and / or on time; In the event of changes to the cost of labour, materials, services and other circumstances outside of StressFree-IT.com's reasonable control.

In the event that Client requires the supply of Works, goods and services in addition to those described in the Order Form or any variations to the Service.

If Client requires any change or alteration to the Service (Change), StressFree-IT.com and Client shall, prior to such change being effective or implemented, agree:

* The nature of the Change
* The procedures for implementation of such Change; and
* The variation to the Fees.

Until any Change is formally agreed between the Client and StressFree-IT.com, StressFree-IT.com will continue to perform and be paid for the Service as if the Change had not been proposed, unless otherwise requested by the Client. Where relevant, all and any Changes to the Service shall be reflected and accompanied by appropriate amendments to the Proposal and Fees.

In the event that the Service include pay-per-click (PPC) or other search engine placement services which require payments to third parties and are agreed with the Client prior to their implementation, the Client shall reimburse and indemnify StressFree-IT.com for any out of pocket expenses incurred by StressFree-IT.com in supplying the same.

CANCELLATION

In accordance with the Consumer Protection (Distance Selling) Regulations 2000 Sections 8(3) and 13(1)(a) you may not Cancel the Agreement after Commencement unless stated otherwise in the Agreement. However if the Agreement is solely for the purchase of Goods, your statutory right to Cancel will apply if you inform us within seven days of Commencement.

COMMENCEMENT, TERMINATION AND SUSPENSION

Except as stated otherwise in the Agreement the Agreement will be continuous from Commencement until the end of the billing period following expiry of the notice of Termination.

The Agreement may be Terminated without reason or liability by either Party by providing the required written notice. You accept that if you Terminate the Agreement we will not refund any payments made or waive any invoices raised either in whole or in part.

Either Party may Terminate the Agreement or the Service provided under it without liability by 24 hours notice to the other if the other Party

Commits a material breach of the Agreement or fails to remedy a breach within a reasonable time of being asked in writing to do so; or

Passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court makes an order to that effect; or

Ceases to carry on its business; or Is declared insolvent, or convenes a meeting of its creditors or makes any arrangement or composition with its creditors; or a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

If we Terminate the Agreement for any such reasons we may Charge you for any costs we incur in disconnecting the Service.

You acknowledge that we or our supplier or subcontractor may suspend the Service with or without prior notice and without liability on our part:

* for operational reasons including carrying out Work or maintaining or upgrading the Service or our or our suppliers systems; or
* To comply with an order, instruction, or request of an emergency service, law enforcement agency, court of law or other competent authority; or
* If you fail or the Reseller fails to pay any Charges due under the Agreement by the date specified on the invoice; or
* If we reasonably suspect that you or the Reseller are in breach of these Terms and Conditions or that any equipment, whether yours, ours or that of our other customers, is at imminent risk of damage.

On Termination for any reason you agree to pay in full on demand any amounts owing for the Service whether or not payment is due.

On Termination for any reason each Party will, on request, promptly return any documents or papers relating to the business of the other Party (including any of the other Parties Confidential Information) which it then has in its possession or control.

Termination for whatever reason will not affect any right of action or remedy by either Party arising prior to such Termination.

You agree to provide all such information or other items as are reasonably required by us to provide the Services in accordance with the Agreement.

You agree to inform us immediately of any changes to your business or contact details and we will not be liable for any disruption in the Service resulting from your failure to inform us.

During the course of this Agreement and for a period of 12 months afterwards, the Client shall not solicit the staff of StressFree-IT.com or entice them to transfer their employment or services.

CLIENT

Client will co-operate with and act in good faith towards StressFree-IT.com and, on request, undertake such acts and provide such source materials (including those listed in the Sales Order or other communication) (“Materials”) as StressFree-IT.com are to incorporate into the Service, or as
StressFree-IT.com require to carry out its obligations hereunder.

In the event that the Client does not undertake those acts or provide those Materials required under clause 3.1 above within a reasonable time (and at least within 3 months) of being requested to do so, including without limitation carrying out any changes, modifications or optimisations to Client’s web site or other Materials as requested, recommended or required by StressFree-IT.com, StressFree-IT.com shall be entitled to invoice and be paid for the remaining Service as if Client had done so whether such are provided or not.

You agree not to use any abusive, offensive, threatening, discriminatory or harassing language in verbal or written communication with us or our representatives. After reasonable warning we may terminate any dialogue subject to such language and will not be liable for any losses you incur as a result of such termination.

You warrant that you are at least 18 years old, that you have full authority to execute this Agreement and perform its obligations which are legal and binding and that all information which you have provided or will provide to us or the Reseller in performing such obligations is or will be true and complete.

We reserve the right regularly to send and you agree to accept and read email addressed to ´postmaster´ at your email address utilising your domain name(s), for example postmaster@mybusiness.co.uk. You accept that we may take action which impacts your Service on the assumption that you have read such email.

INTELLECTUAL PROPERTY RIGHTS / CONFIDENTIALITY

All copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or commissioned by StressFree-IT.com, in supplying the Service and under this Agreement will vest in and belong to StressFree-IT.com unless otherwise agreed and specified in writing on the Sales Order or otherwise and signed by both Parties.

In consideration of and upon payment of the Fees in full, Client shall have the Rights of Use set out in the Sales Order which rights shall take effect on receipt by Stressfree-IT.com of the Fees. Where no such rights are specified the Client is granted a non-exclusive licence to use the Works for the Purpose described in the Sales Order, Proposal or other Works documentation. Rights of Use shall be extended only with the consent of StressFree-IT.com and payment of additional fees.

The Client grants StressFree-IT.com a non-exclusive royalty free licence to use the Materials for all purposes relating to this Agreement and warrants that it has obtained and is fully entitled to grant StressFree-IT.com these rights and that the Materials are free of racist, defamatory, obscene and other legally restricted material.The Client undertakes that it will keep secret and confidential the terms of this Agreement and any information supplied by StressFree-IT.com in connection with this Agreement or the business of StressFree-IT.com (including the Proposal) and the Works and shall not disclose or make available such information or part thereof to any third party (except to its own employees and advisers and then only on a need to know basis) without StressFree-IT.com’s prior written consent PROVIDED THAT this Clause shall not extend to information which was and can be shown to be rightfully in the possession of the Client prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this Clause);

The Client undertakes to StressFree-IT.com to indemnify and hold harmless StressFree-IT.com in full and defend at its own expense StressFree-IT.com against all costs, damages and losses incurred by StressFree-IT.com arising out of its use of the Materials or breach by Client of this clause 5.

The Client shall not modify, adapt or translate the Works except with the prior written consent of StressFree-IT.com or as otherwise permitted by law where all modifications, adaptations, translations shall belong to and vest in StressFree-IT.com unless otherwise agreed and specified in writing on the Sales Order. StressFree-IT.com warrants that it will use reasonable efforts to ensure that the Works do not infringe the copyright of any third party.
INSPECTION / ACCEPTANCE / REQUESTED AMENDMENTS OR MODIFICATIONS

The Client shall inspect the Works regularly and shall inform StressFree-IT.com immediately if it wishes to reject any part of the Works because such do not comply with the Proposal or are defective in material and workmanship.

If the Works do not comply with the Proposal or are defective in material and workmanship StressFree-IT.com liability shall be limited to correcting such defects within a reasonable time.

The Client shall only be entitled to reject the Works because such do not comply with the Proposal or are defective in material and workmanship and if they are not rejected within 48 hours of delivery then the Client shall be deemed to accept the Works. Rejection without good reason shall be deemed a breach of these terms.

If the Client desires to amend modify, enhance or change any part of the Proposal any time during the term of the Contract the Client shall send to
StressFree-IT.com a request giving details of the proposed changes, modifications, enhancements or amendments (as appropriate).

StressFree-IT.com shall then notify the Client by way of a change control note setting out the terms upon which it will implement the amendments, modifications, enhancements or changes (as appropriate) and the additional charge.

If the parties agree a change control note it shall be treated as an amendment to this Contract. A change control note shall be of no effect unless agreed in writing which for the purposes of this clause 1only shall be satisfied if by electronic communication the Client sends and StressFree-IT.com receives a message agreeing the conditions proposed by StressFree-IT.com in the change control note to carry out the required amendment, modification, enhancement or change (as appropriate).

LIABILITY AND WARRANTY

Subject to Clause 6.2 below,

StressFree-IT.com's liability for any loss or damage direct or otherwise and howsoever caused whether in tort (including negligence) or contract or otherwise shall not exceed the amount invoiced by StressFree-IT.com to the Client hereunder.
StressFree-IT.com shall not be liable to the Client for any consequential loss or damage.

When instructions or advice are given or received orally by StressFree-IT.com, StressFree-IT.com shall have no liability to Client for any misunderstanding or misrepresentation which may arise in relation thereto except in relation to fraudulent misrepresentations.

StressFree-IT.com shall have no liability to the Client in respect of the Materials. On completion of the Works the Client agrees to collect the Materials within 2 months of completion of the works, failing which, StressFree-IT.com may dispose of them on giving the Client 14 days notice.

StressFree-IT.com's liability shall be limited to using reasonable skill and care in the supply of the Service. In particular StressFree-IT.com
shall not, except in the case of gross negligence and wilful or deliberate act, be liable for:
any loss or damage caused by it being given access to the Client’s computer systems (which shall only be required where necessary) including without limitation any remote servers to which it has access or stores data or any unauthorised access to or use of the same including without limitation for any misuse of any passwords, logins or accounts of the Client,

any interference in or modification of the Service or the Client’s web site by the Client or any third party or the consequences thereof, remedy of which shall be as a Change.

StressFree-IT.com undertakes to provide the Service with reasonable skill and care,

Telephone: +447979898295

Email:manjit@stressfree-it.com