Terms & Conditions
Limited Website Disclaimer
The information and content contained in this website (“Website”) is for general information purposes only. The information and content is provided by Toolboxx Ltd Limited and while Toolboxx Ltd Limited endeavours to keep the information and content up to date and correct, Toolboxx Ltd Limited make no representation or warranty of any kind whatsoever, whether express or implied, about the completeness, accuracy, reliability, suitability or availability of the Website or the information, products, services, software or related graphics on the Website for any purpose. Any reliance placed on any such information, products, services or software by any users of or visitors to the Website is strictly at their own risk.
In no event will Toolboxx Ltd Limited be liable for any loss, costs, expenses or damages whatsoever including without limitation, indirect or consequential loss or damage, or any loss, costs, expenses or damages whatsoever arising from any loss of data or profits arising out of or in connection with the use of, inability to use or unavailability of the Website.
You are able to follow links to other websites through the Website which are not under Toolboxx Ltd Limited’s control or ownership. Toolboxx Ltd Limited have no control whatsoever over the nature, content and/or availability of those websites. The inclusion on the Website of any links to other websites does not and should not be considered to imply any recommendation, approval or endorsement whatsoever by Toolboxx Ltd Limited of the views expressed or the information or content contained or set out on those websites.
Every effort is made by Toolboxx Ltd Limited to keep the Website up and running smoothly and without interruption. However, Toolboxx Ltd Limited takes no responsibility and will not be liable in any way whatsoever, for the Website being temporarily unavailable due to technical or other issues beyond Toolboxx Ltd Limited’s reasonable control.
Terms and Conditions
These Terms (together with any documents referred to in them) set out the basis on which We will supply our Services to You.
You must ensure that the You read these Terms carefully before registering with Us on the Web Portal.
By proceeding with Your registration and Your ongoing and continued use of the Solutions and/or the Services, You confirm that You agree to be bound by and comply with these Terms in their entirety.
By logging on to the Web Portal using the login details supplied by Us, You confirm that You have read, understood, accept and agree to be bound by and comply with these Terms in their entirety.
1 DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation in this clause 1 apply in these Terms unless the context otherwise requires:
"Agreement" means the agreement between You and Us for the provision of the Services in accordance with these Terms including, for the avoidance of doubt, these Terms;
“Applications” means Toolboxx Ltd and/or any one or more of the Apps;
“Charges” means any and all fees payable by You in consideration of the provision of the Services by Us to You, as applicable from time to time and as confirmed to You during Your registration with Us, as set out on the Web Portal or as notified to You in accordance with these Terms;
"Free Trial" means a trial of access to the Solutions and/or the Services offered by Us from time to time at Our absolute discretion for a period determined by Us from time to time. For the avoidance of doubt, We may withdraw any offers of a free trial at any time without notice or liability to You or any third party;
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including, but not limited to, know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Customer Area” means the collection of solutions operated and made available by Us to You as part of the Services and accessed via the Web Portal;
“Registration Period” means the period of time during which You are validly registered with Us in order to have access to the Services, and for which payment of any Charges relevant to the registration period have been paid;
"Services" means a licence to access the Solutions in accordance with these Terms;
“Solutions” means the Application and the Web Portal;
"VAT" means value added tax chargeable under English law at the rate in force from time to time and any similar additional tax;
“We”, “Our” and “Us” means Toolboxx Ltd Limited (registered in England and Wales under number 09362463) whose registered office is at Crown House, 1 Stafford place, Weston-Super- Mare, North Somerset BS23 2QZ;
"Web Portal" means the portal at www.redappledigitalsolutions.com or such other web address as We may notify to You from time to time;
“You”, “Your” and ”Yourself” means the person, firm, company or organisation who uses the Services;
1.2 Headings do not affect the interpretation of these Terms.
1.3 References to clauses are to the clauses of these Terms.
1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular and a reference to one gender shall include a reference to the other genders.
1.5 If a period of time is specified as from a given day, or from the day of an act or event, it shall be calculated exclusive of that day.
1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time provided that, as between You and Us, no such amendment, extension or re-enactment shall apply for the purposes of these Terms to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, You or Us. This clause does not, however, apply in relation to taxation.
1.7 A reference to a statute or statutory provision shall include any subordinate legislation made from time to time under that statute or statutory provision.
1.8 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.9 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality), governmental entity, partnership and in relation to You and Us, who is an individual, their legal personal representative(s).
2 AGREEMENT OF THESE TERMS
2.1 These Terms shall:
2.1.1 form the agreement between You and us in respect of the provision by Us of the Services to You; and
2.1.2 prevail over any inconsistent terms or conditions contained in, or referred to by You, in any document, material, email, correspondence and/or communication or implied by law, trade custom, practice or course of dealing.
3 CREATING THE LEGALLY BINDING AGREEMENT BETWEEN YOU AND US
3.1 Your request to Us for the supply of Services to You by way of entering Your details on the Web Portal for registration and confirming Your acceptance of these Terms constitutes an offer by You to purchase use of the Services in accordance with these Terms.
3.2 You must undertake registration with Us to use and access the Services by providing Your email address and password of Your choosing at which point (subject to payment of any Charges due in accordance with clause 7 below) a binding legal contract is formed between You and Us. We reserve the right to reject any application You make for registration, at Our absolute, sole discretion and without having to provide a reason for such rejection to You or any third party whatsoever.
3.3 You may access the Web Portal using the login details provided by Us in accordance with clause 3.1 above during the Registration Period.
3.4 You may cancel the Agreement at any time within fourteen (14) working days, beginning the day after You apply for registration on the Web Portal in accordance with clause 3.1 above. If You wish to cancel the Agreement, You must inform Us in writing as soon as possible in accordance with these Terms. However, Your right to cancel the Agreement under this clause 3.4 shall not apply if You agree to the Services commencing before the end of the usual fourteen (14) working day cancellation period.
4 THE SERVICES PROVIDED BY US TO YOU
4.1 Once You have registered with Us on the Web Portal in accordance with clause 3 above, and You have paid all relevant Charges in accordance with clause 7 below, You shall be entitled to use the Services during the continuation of the Agreement PROVIDED THAT all relevant Charges due are paid in full in accordance with these Terms.
4.2 You hereby acknowledge that We use certain software, resources, applications and other technical processes in the provision of the Services and We reserve the right to change, alter, amend, modify, withdraw and/or replace any such software, resources, applications and other technical processes in the provision of the Services at Our absolute discretion and without notice to You.
5 OUR OBLIGATIONS UNDER THESE TERMS
5.1 We shall use reasonable care and skill in providing the Services to You in accordance with these Terms.
6 YOUR OBLIGATIONS UNDER THESE TERMS
6.1 You hereby agree and confirm that You:
6.1.1 shall co-operate with Us in relation to any and all matters regarding the Services;
6.1.2 shall supply to Us any and all relevant information as reasonably required from time to time
(whether specifically requested by Us or not) in order for Us to provide the Services;
6.1.3 shall be responsible (at Your own cost and expense) for any and all access requirements to a suitable computer, sufficient internet and any other appropriate connections which may be required by You to receive, access and use the Services;
6.1.4 shall indemnify and hold Us harmless against any and all direct and indirect losses (including, but not limited to, consequential losses), claims, costs, expenses, damages, actions, proceedings and fees (including, but not limited to, legal fees and costs) without limitation arising due to Your use of the Services;
6.1.5 shall, where required by Us, make payments to Us for the Charges in accordance with these Terms; and
6.1.6 warrant that You are over eighteen (18) years old and that You are legally capable of and not prohibited from entering into legally binding agreements.
6.2 If the performance by Us of Our obligations under the Agreement is prevented, obstructed or delayed in any way whatsoever by any reason beyond Our reasonable control , We shall not be liable in any way whatsoever in respect of any and all direct or indirect losses, costs, expenses, claims or damages howsoever caused, suffered or experienced by You or any third party.
7 CHARGES AND PAYMENT
7.1 Any Charges shall be payable by You to Us in advance and those Charges exclude VAT which We shall be entitled to charge at the appropriate rate in force from time to time.
7.2 We may, from time to time and at our absolute discretion, offer a Free Trial. In order to benefit from such a trial, You must provide valid acceptable payment card details during the registration process before commencing access to the Solutions and/or using the Services during a Free Trial. If a Free Trial is provided to You then no Charges shall be taken from You until the end of the Free Trial. You may cancel Your Use of the Services at any time during a Free Trial via the Web Portal and you will not be charged. In the event that you do not cancel before the expiration of the Free Trial then You shall pay us the relevant Charges as notified to You by us during the registration process in accordance with this clause 7.
7.3 If agreed between You and Us, You shall pay the Charges relevant for the Registration Period which You sign up for during the registration process in accordance with clause 3.1 above for the provision of the Services. You shall make payment of any relevant Charges via the Web Portal, by entering Your email address and password which We provided to You in accordance with clause 3.2 above and accessing the payment page of the Web Portal, unless otherwise agreed between You and Us during the registration process set out at clause 3.1 above.
7.4 If You are making payments directly to Us via the Web Portal in accordance with clause 7.3 above, You will be directed on the payment page to the Registration Period options. At this time You shall select the relevant Registration Period and any applicable Charges, and continue to the payment pages on the Web Portal. You will be redirected to Our secure online payment provider Paypal via the Web Portal to enable You to enter Your payment details (which will only be visible to Our secure online payment provider), for payment of the Charges to be processed. Once payment of any Charges due has been completed, the Agreement between You and Us comes into existence as set out in clause 3.2 above and You shall, after that time, have full access to the Web Portal and the Services during the Registration Period.
7.5 Without prejudice to any other right or remedy that the We may have, if You fail to pay any Charges due under these Terms, We shall be entitled to suspend the provision of and/or access to the Web Portal and/or any or all of the Services immediately and without notice until payment of any Charges due has been received by Us in full.
7.6 For the avoidance of doubt, time for payment of any Charges shall be of the essence of the Agreement.
7.7 We may, without prejudice to any other rights or remedies We may have, set off any of Your liability to Us against any liability of Us to You.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 Any and all Intellectual Property Rights whatsoever and all other rights in the Solutions, the Services and any ancillary or related documents, information, material, content, web pages, confidential information, know-how and representations shall at all times be and remain owned by or licensed to Us.
8.2 You hereby acknowledge and agree that You have no rights or licences whatsoever, whether considered by You to be granted hereunder or otherwise, in respect of any Intellectual Property Rights under or in relation, directly or indirectly, to the Agreement, the Solutions and/or the Services unless specified in these Terms.
9.1 You agree to keep in the strictest confidence any and all technical or commercial know-how, specifications, inventions, processes or initiatives which are, or should reasonably be considered to be, of a confidential nature, and any Intellectual Property Rights, that have been disclosed to You by
Us or Our agents, or discovered by You, and any other confidential information whatsoever relating to Our business, the Solutions and/ or the Services which You may obtain, receive or have access to under any circumstances whatsoever. You shall restrict disclosure of such confidential material to those of Your officers, employees, agents, advisers and/or sub-contractors as strictly need to know it for the purpose of discharging Your obligations to Us under these Terms, and You shall ensure and procure that such officers, employees, agents, advisers and/or sub-contractors are subject to and shall comply with the same obligations of confidentiality as You are bound by under the Agreement.
9.2 The provisions of this clause 9 shall survive the termination of the Agreement for any reason whatsoever.
10 DATA PROTECTION
10.1 We shall, as a data controller, process personal data that You may upload to the Web Portal in order for You to receive access to and use the Services. We shall only process Your personal data for the purposes of providing the Services.
10.3 By entering into the Agreement you confirm that You are happy for Us to provide You with information about Our services, new offers and updates and that You are happy to receive the same from Our trusted sources. If you do not wish to receive this information, please let Us know by updating Your profile on the Web Portal.
11 LIMITATION OF LIABILITY
11.1 The following provisions set out Our entire financial liability (including any liability for the acts or omissions of Our officers, employees, agents, advisers and sub-contractors) to the You in respect of:
11.1.1 any breach of the Agreement (for the avoidance of doubt, this includes the Terms);
11.1.2 any use made by You of the Services (or any part of them);
11.1.3 any representation, statement or tortious act or omission by You or at Your direction
(including negligence) arising under or in connection with the Agreement;
11.1.4 any unavailability, failure, access issue, denial of service or other inability to use or access the Solutions and/or the Services whether as a result of Our acts or omissions or otherwise.
11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
11.3 Nothing in these Terms excludes or limits Our liability for:
11.3.1 death or personal injury caused by Your negligence; or
11.3.2 fraud or fraudulent misrepresentation.
11.4 Subject to clauses 11.2 and 11.3 above:
11.4.1 We shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for any:
126.96.36.199 loss of profits; or
188.8.131.52 loss of business; or
184.108.40.206 depletion of goodwill or similar losses; or
220.127.116.11 loss of anticipated savings; or
18.104.22.168 loss of goods; or
22.214.171.124 loss of contract; or
126.96.36.199 loss of use; or
188.8.131.52 loss or corruption of data or information; or
184.108.40.206 any special, direct, indirect, consequential or pure economic loss, costs, damages, charges or expenses whatsoever.
11.4.2 Our total liability whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Charges actually paid by You to Us for the Services during the three (3) month period immediately preceding the date the liability arose.
12 TERMINATION OF THE AGREEMENT
12.1 The Agreement between You and Us shall commence on the date that You pay any Charges due in accordance with clause 7 above and shall continue for the Registration Period unless terminated in accordance with this clause 12.
12.2 When Your Registration Period is close to expiry, We shall issue You with a warning message via the Web Portal and email notifying You that Your Registration Period is coming to an end. If You do not renew the Registration Period via the Web Portal, Your login details may be disabled by Us without liability and without further notice to You. In this event, You will be required to pay any and all relevant Charges for any further Registration Period that You wish to sign up to, in accordance with clause 7 above.
12.3 Without prejudice to any other rights or remedies to which the You and We may be entitled, We may terminate the Agreement without liability to You if:
12.3.1 You commit a material breach of the Agreement and (if such a breach is remediable) You fail to remedy that breach within five (5) days of being notified by Us in writing of the breach; or
12.3.2 an order is made or a resolution is passed for Your winding up, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order against You; or
12.3.3 an order is made for the appointment of an administrator to manage Your affairs, business and/or property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator for You, or notice of intention to appoint an administrator is given by You or Your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
12.3.4 a receiver is appointed in respect of any of Your assets or undertaking or, if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of You, or if any other person takes possession of or sells Your assets; or
12.3.5 You make any arrangement or composition with Your creditors, or make an application to a court of competent jurisdiction for the protection of Your creditors in any way, or You become bankrupt; or
12.3.6 You cease, or threaten to cease, to trade; or
12.3.7 You take or suffer any similar or analogous action in any jurisdiction in consequence of debt.
12.4 If the Agreement is terminated by Us in accordance with clause 12.3 above, then there shall be no refund to You of any amounts paid to Us by You for Your access to and use of the Services during any unexpired Registration Period or part thereof.
12.5 Termination of the Agreement, however arising, shall not affect or prejudice Our accrued rights as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.
13 FORCE MAJEURE
We shall have no liability whatsoever to You under the Agreement if We are prevented from, or delayed in, performing Our obligations under the Agreement or from carrying on Our business by any acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Us or Our sub-contractors.
14.1 This Agreement, together with any documents referred to in it, constitutes the whole agreement between You and Us relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.
14.2 We have the right to revise, alter, change and/or amend these Terms from time to time to reflect changes in market conditions affecting Our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in Our system’s capabilities or obligations to other third parties. You will be subject to the policies and Terms in force at the time that You enter into an Agreement with Us (or any renewal of registration with Us under these Terms is completed), unless any change to those policies or these Terms is required to be made by law or government authority (in which case it will apply to Your registration as from the date of such change), or if We notify You of the change to those policies or these Terms before You register or renew Your registration with Us via the Web Portal (in which case We have the right to assume that You have accepted the change to the Terms, unless You notify Us to the contrary within seven (7) working days of registration or renewal).
14.3 If any provision of this Agreement is held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected and the legality, validity and enforceability of the whole of this Agreement shall not be affected in any other jurisdiction.
14.4 No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
14.5 No failure by Us to exercise, nor any delay in the exercise, of any right, power, privilege or remedy We have under this Agreement shall impair, or operate as a waiver of, such right, power, privilege or remedy.
14.6 Any notice required to be given under this Agreement, or in connection with the matters contemplated by it, shall (except where specifically provided otherwise) be in writing and personally delivered, sent by pre-paid first-class post or by email. Such notice shall be deemed to have been given on delivery at the relevant address or, if sent by first-class pre-paid post, two (2) business days (that is, any day which is not a Saturday, Sunday or public holiday in the place at or to which the notice is left or sent) after the date of posting, or if sent by email, when sent, subject to confirmation of uninterrupted transmission by a read receipt.
14.8 Nothing in this Agreement shall constitute, or be deemed to constitute, a contract of employment, joint venture or partnership between You and Us nor, except as expressly provided, shall it constitute, or be deemed to constitute, You as Our agent for any purpose.
14.9 This Agreement shall be governed by, and construed in accordance with, English law and You and We hereby irrevocably submit to the exclusive jurisdiction of the English courts.
Toolboxx Ltd may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes. This policy is effective from 1st January 2016.