TERMS & CONDITIONS OF BUSINESS

These Terms and Conditions constitute the Contract between SME Business Chat Ltd (SBCL) trading as Chat Heroes and the Purchaser of the Services and any Sponsor where applicable. SBCL shall be entitled to amend at any time in its absolute discretion these Terms and Conditions by publishing them in amended form with a note of the date when such amendments shall take effect and will endeavour to communicate any such changes to existing Purchasers/Sponsors. The Purchaser’s use of the services after the date any amendments shall take effect shall be construed as their acceptance to such amendments.

CONDITIONS OF SALE

1. DEFINITIONS
In these Terms and Conditions:
‘Company’ shall mean SME Business Chat Ltd (SBCL), trading as Chat Heroes, registered in England no. 9226318, whose registered office address is: Town Hall Chambers, High Street East, Wallsend, Newcastle Upon Tyne, NE28 7AT, United Kingdom.
‘Purchaser’ shall mean the individual, partnership, company, charity, institution or other body to whom services are supplied by the Company, extended to include any Sponsor where also a party to this contract.
‘Sponsor’ shall mean the individual, partnership, company, charity, institution or other body which may choose to pay for the Services on behalf of the Purchaser.
‘Services’ shall mean Products or services offered by the Company.
‘User’ shall mean the person or persons employed by or engaged by the Purchaser, who advise, requisition or otherwise authorise the purchase of the Services.

2. ORDER FOR THE PURCHASE OF SERVICES
2.1 All orders are accepted and all Contracts are entered into by the Company for the supply and sale of Services subject to these Terms and Conditions. Any Terms and Conditions stipulated by the Purchaser are hereby negated and excluded (unless otherwise expressly agreed in writing by the Company). The Contract between the Company and the Purchaser is constituted by the Company’s acceptance whether by the Company’s form of acknowledgement of the Purchaser’s order or by the delivery by the Company of the Services and no contractual obligation binding upon the Company shall arise until such acceptance. The Purchaser hereby accepts that so far as any Terms or Conditions which may be contained in any written order of the Purchaser are inconsistent with these Terms and Conditions they shall not be so accepted by the Company and shall be deemed severable and shall be severed from any order without affecting the validity of the remaining Terms and Conditions of the order.
2.2 The company is not obliged to accept an order for the purchase of Services if the prospective Purchaser is deemed unsuitable or if the Services are deemed unsuitable for the prospective Purchaser at the absolute discretion of the Company.
2.3 These Terms and Conditions constitute the entire agreement between the Company and the Purchaser relating to the Services and unless expressly stated in these Terms and Conditions, all conditions and warranties whether express or implied, by statute, course of dealing or otherwise are hereby excluded to the fullest extent permitted by law. No servant or agent of the Company has authority to vary these Terms and Conditions orally or to make any representations whatsoever concerning the Services. Any information concerning the Services (including prices) contained in any catalogue, price list, publicity material or data sheet is an indication only and no such information shall be binding upon the Company.

3. PRICE
3.1 The price of the Services is structured into tiers and is calculated according to usage of the Services. Cost to the Purchaser may move up or down into a higher or lower volume tier at a higher or lower price based on previously recorded usage. The Company will endeavour to give adequate notice of any price increase or decrease due to shifts in the Purchaser’s usage of the Services.
3.2 The Company may at its sole discretion make available promotional offers to certain new or existing customers such as trial periods or price incentives.
3.3 General price changes will be notified to the Purchaser in advance of the due payment date when the new price will be payable.
3.4 Price and other information provided are subject to change without notice. While every effort is made to keep information provided up to date, the Company will not be liable to the Purchaser, Sponsor or anyone else if errors should occur in information provided.
3.5 The trial period entitles you access to the service (as defined in the Terms and Conditions) for a period of 30* days, or capped at 100 chats. This begins when the chat box is installed on your website. You may only use this trial offer once. The Company reserves the right, in its absolute discretion, to withdraw or to modify this trial offer and/or the trial Terms and Conditions at any time without prior notice and with no liability.
*When a voucher is applied, the trial period is 40 days in length, or capped at 100 chats.

4. PAYMENT
4.1 Standard terms are monthly subscription payable in advance. Purchasers are required to pay any bank charges that are incurred in making the payment by bank transfer. Full payment instructions are set out on the invoice. Without prejudice to its other rights in connection with late payment, the Company reserves the right to charge an administration fee of £20.00 if full payment is not received on the due date. The Company further reserves the right to suspend Services to the Purchaser and/or terminate the Contract without cost in the event of any failure by the Purchaser to comply with these Terms and Conditions.
4.2 The Purchaser shall not be entitled to make any deduction from the price in respect of any set off or counter claim unless both the validity and the amount thereof shall have been admitted by the Company in writing.

5. INTELLECTUAL PROPERTY AND DATA
5.1 The Company endeavours not to offer for sale Products or Services which infringe known and valid patents or other intellectual property rights but shall not be liable in any circumstances to the Purchaser and/or any user of the Services via the Purchaser’s website for any costs, damages or loss of profit arising from the use or sale of the Services infringing or allegedly infringing any patent, registered design, copyright or other intellectual property rights of any third party. Webchat transcripts remain the property of the Company whether communicated to the Purchaser or not and are deleted after a reasonable time at the Company’s discretion.
5.2 By entering into this contract the Purchaser acknowledges and accepts the Company’s Privacy Policy as displayed and updated on the Company’s website from time to time.

6. LIMITED LIABILITY
Whereas the Company will exercise the appropriate level of care in providing the Services, the Company shall not be liable in any circumstances for any loss or damage to the Purchaser and/or any user of the Services via the Purchaser’s website arising from:
6.1 use of or reliance on the Services
6.2 any variation in any specifications, delivery and operation of the Services
6.3 any temporary curtailment or cessation of the Services for any reason.
6.4 any defect in, failure of or unsuitability for any purpose of the Services supplied by the Company to the Purchaser except to the extent that exclusion is prevented by law. The Company gives no warranty as to the fitness of the Services for any particular purpose and any implied warranty or condition (statutory or otherwise) is excluded except to the extent that exclusion is prevented by law.
6.5 any professional advice the Company may offer in relation to the use of the Services.
6.6 any claims or applications not listed in the literature or the misuse of the Services.
6.7 any computer viruses or other malware infecting the Purchasers computer system or network whether originating from the Company’s link or interaction with the Purchaser’s or Sponsor’s website or not.
6.8 any variation in results compared with the Purchaser’s expectations. The Company does not provide any guarantee of results arising from use of the Services.

7. RETURNS AND CANCELLATIONS
7.1 Services ordered in error by the Purchaser cannot be returned to the Company, its servants or agents for credit or reimbursement (unless otherwise expressly agreed in writing by the Company).
7.2 Services can be cancelled by the Purchaser at any time but no refunds can be given unless expressly agreed in writing by the Company.

8. ACCEPTABLE USE OF SERVICES
The Company operates a fair usage policy. Where usage is excessive and is over and above the level paid for by the Purchaser, the Company reserves the right to:
• send a warning to the Purchaser
• impose a cap on usage
• charge an additional fee
• suspend use of the services temporarily or permanently.
The Company will always endeavour to negotiate a satisfactory solution with the Purchaser.

9. GENERAL
9.1 Failure or delay by the Company in enforcing any of the Terms and Conditions of this Contract shall not prejudice the Company’s right to insist upon strict compliance therewith and shall not constitute a waiver of such right.
9.2 Any provision hereof which is void or unenforceable in any applicable jurisdiction shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provisions hereof.
9.3 Information contained in these Terms and Conditions and in any other written material provided by the Company to the Purchaser, Sponsor and any User is believed to be accurate and is given in good faith, but it is for the Purchaser, Sponsor and User to satisfy themselves of the suitability of the Services for their own particular purpose.
9.4 A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these Terms and Conditions but this does not affect any other legal rights.
9.5 The Purchaser shall if so requested by the Company assist the Company to the best of its ability to obtain any necessary information concerning local laws and regulations applicable to the Contract.

10. FORCE MAJEURE
The Company shall not be liable to the Purchaser for any loss or damage which may be suffered as a direct or indirect result of the supply of the Services by the Company being prevented, hindered or delayed by reason of acts, events or circumstances beyond the reasonable control of the Company and in particular without limiting the generality thereof shall include industrial action, civil commotion, riot, invasion, war threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster, acts or restraints of government.

11. TERMINATION
11.1 This Contract between SME Business Chat Ltd and the Purchaser can be cancelled at any time by either party giving written notice to the other to include the date on which the Services should be withdrawn.
11.2 There is no formal notice period.
11.3 The Company can give notice for any reason which could include but is not limited to:
• non-payment for the Services by the Purchaser by the due date.
• breach of the Company’s fair usage policy.
11.4 In the event of notice being given by the Company the Company will endeavour to withdraw the Services on the date specified in the notice document and the Purchaser will be entitled to a refund of charges paid representing the unexpired portion of the current period.
11.5 In the event of notice being given by the Purchaser the Company will endeavour to withdraw the Services as instructed by the Purchaser. In this case the Purchaser will not be entitled to a refund for any unexpired portion of the current period.

12. NOTICES
Any notice required to be given herein in writing shall be deemed to have been duly given if sent by pre-paid first class post, fax or E-mail addressed to the party concerned at it’s principal place of business or last known address.

13. HEADINGS
Headings throughout these Terms and Conditions are included to facilitate reference only and shall not affect the interpretation thereof.

14. GOVERNING LAW
These Terms and Conditions shall be governed by and construed and interpreted in accordance with English Law and for the purposes of settlement of any disputes arising out of or in connection with them the parties hereby submit themselves to the jurisdiction of the English Courts.

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