Terms & Conditions
TERMS AND CONDITIONS
Please read the following important terms and conditions before you buy anything on our Website and check that they contain everything you want and nothing that you are not willing to agree to.
YOUR KEY INFORMATION
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that up to 14 days after placing an order for Services, in most cases, a consumer (as defined in the legislation) can cancel within 14 days. If you agree the Services will start within this time, you may be charged for what you’ve used.
The Consumer Rights Act 2015 says:
- you can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it;
- if a price hasn’t been agreed upfront, what you’re asked to pay must be reasonable;
- if a time hasn’t been agreed upfront, it must be carried out within a reasonable time.
This is a summary of some of your key rights as a consumer. These rights may not apply if you are acquiring our services as a business. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133.
The information in this summary box summarises some of your key rights. It is not intended to replace the contract below, which you should read carefully.
HOW THESE TERMS WORK
These T&Cs set out the agreement between you and us for use of our website www.dontguess.co.uk and our Services including:
- your legal rights and responsibilities;
- our legal rights and responsibilities; and
- certain key information required by law.
We have set this out in 3 parts:
- Part A: terms which apply to browsing only;
- Part B: terms which apply to the Services only; and
- Part C: terms which apply to both browsing and the Services.
If you have any questions about this agreement or any orders you have placed, please contact us by:
- sending an email to support@dontguess.co.uk; or
- filling out and submitting the online contact form available here: www.dontguess.co.uk/contact
Who are we?
We are Don’t Guess Ltd a company registered in England and Wales under company number: 15739332 with registered office 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.
In this agreement:
- ‘Don’t Guess’ ‘we’, ‘us’ or ‘our’ means Don’t Guess Ltd; and
- ‘you’ or ‘your’ means the person using our Website to buy services from us.
The details of this agreement will not be filed by us. Please print out or save a copy of this agreement for your records as we will not save a copy for you.
If you browse or buy services on our Website www.dontguess.co.uk (Website) you agree to be legally bound by these terms and conditions (this agreement).
This agreement is only available in English. No other languages will apply to this agreement.
- Terms which apply to browsing our Website
1. ACCESS AND USE OF THE WEBSITE
You must only use the Website in accordance with these Terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website comply with the Terms and any applicable laws.
2. YOUR OBLIGATIONS
You must not:
- copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without our express consent;
- use the Website for any purpose other than the purposes of browsing, selecting or purchasing services;
- use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
- use, or attempt to use, the Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host the Website;
- use the Website with the assistance of any automated scripting tool or software;
- act in a way that may diminish or adversely impact our reputation, including by linking to the Website on any other website; and
- attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:
- gaining unauthorised access to Website accounts or data;
- scanning, probing or testing the Website for security vulnerabilities;
- overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or
- instigate or participate in a denial-of-service attack against the Website.
3. INFORMATION ON THE WEBSITE
While we make every effort to ensure that the information on the Website is as up-to-date and accurate as possible, you acknowledge and agree that we do not (to the maximum extent permitted by law) guarantee that:
- the Website will be free from errors or defects;
- the Website will be accessible at all times;
- messages sent through the Website will be delivered promptly, or delivered at all;
- information you receive or supply through the Website will be secure or confidential; or
- any information provided through the Website is accurate or true.
We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including product descriptions, prices and other Website Content.
4. INTELLECTUAL PROPERTY
- We retain ownership of the Website and all materials on the Website (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserves all rights in any intellectual property rights owned or licensed by it not expressly granted to you.
- You may make a temporary electronic copy of all or part of the Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from us or as permitted by law.
5. LINKS TO OTHER WEBSITES
- The Website may contain links to other websites that are not our responsibility. We have no control over the content of the linked websites and we are not responsible for it.
- Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.
6. SECURITY
We do not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Website. You should take your own precautions to ensure that the process that you employ for accessing the Website does not expose you to risk of viruses, malicious computer code or other forms of interference.
7. REPORTING MISUSE
If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately using the contact details or form provided on our Website.
- Terms which apply to our Services
8. INTRODUCTION
- When buying any services on our Website you also agree to be legally bound by:
- extra terms which may add to, or replace some of, this agreement. This may happen for security, legal or regulatory reasons. We will contact you to let you know if we intend to do this by giving you reasonable notice. You can end this agreement at any time by providing notice if we tell you extra terms apply; and
- specific terms which apply to certain services, which will be communicated to you during the online checkout process.
All of the above documents form part of these T&Cs as though set out in full here.
9. ACCOUNTS
- In order to use most of the functionality of the Website including the Services, you are required to sign-up, register and receive an account through the Website (an Account).
- As part of the Account registration process and as part of your continued use of the Website, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password and other information as determined by Don’t Guess from time to time.
- You warrant that any information you give to Don’t Guess in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
- Once you complete the Account registration process, Don’t Guess may, in its absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.
- Don’t Guess reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.
- Don’t Guess may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.
10. USER OBLIGATIONS
You agree:
- to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify Don’t Guess of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Website’s security;
- to not use the Services for any purpose other than for the purpose they are intended, including by not using the Services:
- in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; and
- in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by Don’t Guess;
- not to act in any way that may harm the reputation of Don’t Guess or associated or interested parties or do anything at all contrary to the interests of Don’t Guess or the Website;
- not to make any automated use of the Services or Estimate and you must not copy, reproduce, translate, adapt, vary or modify the Services or Estimate without the express written consent of Don’t Guess;
- that Don’t Guess may change any features of the Services offered through the Website at any time without notice to you;
- that Don’t Guess may cancel your account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 3.
11. POSTED MATERIALS
11.1 WARRANTIES
By providing or posting any information, materials or other content on the Website (Posted Material), you represent and warrant that:
- you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);
- the Posted Material is accurate and true at the time it is provided;
- any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
- the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
- the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;
- the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
- the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Website or any network or system; and
- the Posted Material does not breach or infringe any applicable laws.
11.2 LICENCE
- You grant to Don’t Guess a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for Don’t Guess to use, exploit or otherwise enjoy the benefit of such Posted Material.
- If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release Don’t Guess from any and all claims that you could assert against Don’t Guess by virtue of any such moral rights.
- You indemnify Don’t Guess against all damages, losses, costs and expenses incurred by Don’t Guess arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.
11.3 REMOVAL
- Don’t Guess acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, Don’t Guess may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Website) at any time without giving any explanation or justification for removing the Posted Material.
- You agree that you are responsible for keeping and maintaining records of Posted Material.
12. OUR SERVICES
12.1 ORDERING SERVICES
- You place an order for services we offer on our Website (Services) by using the functionality on the Website (Order). Please read and check your Order carefully before submitting it. You will be able to correct any errors before submitting your Order to us.
- When you place your Order at the end of the online checkout process, we will acknowledge it by email. This acknowledgement does not, however, mean that your Order has been accepted by us.
- You can make changes to your Order up until 8am the following day. If the change to your Order requires additional Fees, clause 12.3 will apply.
- We may contact you to say that we do not accept your Order. This is typically for the following reasons:
- we cannot carry out the services (this may be because, for example, we have a shortage of staff);
- we cannot authorise your payment;
- you are not allowed to buy the services from us;
- we are not allowed to sell the services to you; or
- there has been a mistake on the pricing or description of the services.
- We will only accept your Order when we email you to confirm this (Confirmation Email). At this point:
- a legally binding contract will be in place between you and us; and
- we will provide the Services as agreed during the online checkout process.
12.2 SCOPE OF SERVICES
- In consideration for the payment of the Fees, Don’t Guess will provide you with the Services set out in the Order.
- Our Services are intended for personal use by you to ascertain the rebuild cost of the nominated property as at the date the Estimate is issued (Validity Date).
- Subject to your payment of the Fees and compliance with these Terms, you are granted a worldwide, revocable, non-transferable licence to use the Estimate and any other materials provided with the Services for the sole purpose of determining the building sums insured for the subject property, including the right to share the Estimate with third parties (such as the insurer or owner of the subject property) for the purpose of obtaining an insurance policy over the property for which the Estimate relates.
12.3 CHANGES TO SCOPE
- You must pay a ‘change in scope fee’, in an amount reasonably determined by Don’t Guess (Change Fee) for changes to Services requested by you which alter the scope set out in the Order and requires Don’t Guess to perform additional work or incur additional costs (Changes).
- Don’t Guess may in its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
- Don’t Guess will only be required to perform the Changes if:
- Don’t Guess agrees in writing to perform the Changes;
- You confirm in writing that you wish for Don’t Guess to proceed with the Changes and the relevant Change Fee; and
- You pay the Change Fee.
- This agreement will apply to any Services that are the subject of a Change without this agreement needing to be signed again.
12.4 SECURITY
Don’t Guess will use its reasonable efforts to ensure that your information or data (Client Data) is stored securely. However, Don’t Guess does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to the Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
12.5 DISCLAIMER
You acknowledge and agree that:
- all information provided as part of the Services and in any Estimate is an opinion only, based on Don’t Guess’s experience and best practice and reliant on the accuracy of information provided by you and such third parties we rely on for data (such as the BCIS calculator);
- The Estimate is merely an Estimate and we make no guarantees that any third party contractor will agree to perform the work contemplated by an Estimate for the amounts we estimate;
- The Estimate is valid as at the Validity Date may be subject to fluctuations after the Validity Date which are outside of our control;
- Don’t Guess does not guarantee any particular outcome, or any particular decision from any third party, on any issue, if you use or rely on the Services; and
- it is your responsibility to comply with applicable law and regulations.
13. ESTIMATES
- Our Services include reports which estimate the reinstatement cost of a subject property as at the Validity Date (Estimate).
- We will only provide an Estimate on the subject property nominated in your Order. You are responsible for ensuring that the subject property address and all other information supplied by you is accurate, complete and up to date.
- The Estimate makes no allowance for an ‘inflation provision’ or any increase or inflation to costs or values after the Validity Date. There may be inflation to the costs or values between the Validity Date and commencement of your insurance period.
- The Estimate is completed remotely using information made available to us by you, by online paid for services and using publicly available information. We do not visit the property.
- An Estimate will be for one individual property (on a single title) only or, if selected, a block of units up to five storeys.
- The Estimate may include up to 5 detached structures within the curtilage of the property (such as garages, sheds, pergolas) provided they are not for commercial use (e.g. farm buildings or short term rental). If there are more than 5 detached structures on the property then a Change Fee will apply.
- The Estimate is valid as at the Validity Date. We recommend that Estimates are obtained annually to account for inflation and other market fluctuations, and whenever there are significant changes to the subject property.
- If the information provided by you is in any way incorrect and we are required to repeat the Services based on new information, then a new Order (and the payment of Fees for such Services at the full rate) is required.
- Don’t Guess may, in its discretion:
- not commence work on any Services until you have paid any Fees or deposit payable in respect of such Services; and
- withhold delivery of Services until you have paid the invoice in respect of such Services or any future Services.
13.2 BUILDING COSTS
- Our Estimates are primarily based on prices supplied by the Building Cost Information Service (BCIS) Rebuild Online service as at the Validity Date. We rely on the BCIS data when preparing the Estimate.
- We reserve the right to use alternative sources of building costs at our discretion depending on the type and complexity of the property being assessed.
- The rebuilding costs used refer to the costs of demolishing and clearing away the existing structure(s) on the subject property as at the Validity Date and rebuilding such structures (subject to clause 13.2(d)) in the same design, in modern materials and using modern techniques, to a standard equal to the existing property and in accordance with current Building Regulations and other statutory requirements as known at the Validity Date.
- Consideration will be given to elements of historic buildings which will likely result in additional costs to rebuild. We will detail in the Estimate any adjustments and our reasoning.
13.3 ALLOWANCES AND ASSUMPTIONS
- Allowance has been made for:
- replacing foundations and for temporarily making safe the damaged structure;
- In the case of attached houses, allowance has been made for half the cost of replacing party walls and for the cost of protecting adjoining structures;
- In the case of attached blocks, e.g. conversions in terraced houses, allowance has been made for half the cost of replacing party walls and for the cost of protecting adjoining structures during rebuilding;
- professional fees payable in connection with the rebuilding of the property;
- compliance with the CDM Regulations 2015 or such other applicable laws.
- No allowance has been made for:
- credits for salvaged materials
- the removal and disposal of contaminated and/or hazardous materials;
- inflation of any costs after the Validity Date, or in any subsequent period before rebuilding is completed;
- utility infrastructure charges (electricity, gas, telecommunications, cable services, water and sewerage), which are not applicable to one-for-one rebuilding as envisaged here;
- VAT on building and demolition costs other than VAT payable on professional fees and on other work unconnected to the construction of a dwelling, including the provision of outdoor leisure facilities;
- road closures or diversion of major services;
- bulk purchasing of materials, which are assumed to have been purchased from merchants in the specific quantities required for rebuilding each structure.
- The allowance for contractor's profit is based on the examination of tenders for new building work. Regional variations have been derived from an analysis of accepted tenders for building work.
13.4 DEMOLITION COSTS
- Demolition costs:
- are based on the assumption that there is no undue element of salvage and therefore, the total cost of demolition and removal has been included. For the purposes of calculating the cost of demolition, it has been assumed that you will have to bear the full cost of demolition, removal and disposal of the debris from site. It has also been assumed that adjoining structures will require both support and weatherproofing; and
- have been estimated from general advice provided by demolition contractors and assume reasonable access and working space.
- Any adjustment to the allowance for demolition costs will be evidenced under 'Fees and adjustments' section of the Estimate report.
13.5 PROFESSIONAL FEES
- Professional fees are included and are based on surveys of consultant and local authority fees.
- However, actual consultant fees charged for a particular project will depend on its size, location, market conditions and its complexity.
- For the purpose of the Estimate, 14.25% (including VAT), has been added to the total cost of rebuilding and demolition costs to cover professional fees.
- Any adjustment to the allowance for professional fees will be evidenced under 'Fees and adjustments' section of the Estimate report.
13.6 EXCLUSIONS
We do not provide the Services in respect of properties:
- Outside of the United Kingdom;
- With a current or ongoing insurance claim;
- currently under construction;
- currently undergoing extension work;
- Grade II* and Grade I listed in England; or
- Grade A listed in Scotland.
13.7 LOCATION FACTORS
- Various factors may affect pricing at the time in which the reinstatement is conducted, including supply costs, site-related costs (such as access limitations) and the tendering climate at the relevant time.
- These are all affected by locality. The cost of materials, particularly for heavy goods such as bricks and cement, varies according to the cost of delivery and size of load. Labour costs vary depending upon the availability of building operatives in a particular location at a particular time.
- The location index factors given in the ‘Regional, county and local factors table’ produced by BCIS, are considered in the Estimate to consider regional variations in costs as derived from a study which established regional variations in tendering levels.
13.8 BASIS OF MEASUREMENT
- When completing the Estimate, we use remote measurement software to capture measurements using the Gross External Floor Area (GEFA) basis of measurement in accordance with the RICS Code of Measuring Practice, 6th Edition, 2015. This approach ensures compatibility with BCIS Rebuild Online.
- The remote measurement software has an x/y accuracy of +/- 30cm RMSE.
- We verify the measurement accuracy using at a minimum one alternative measurement method.
- We acknowledge that for offices and residential buildings RICS members and RICS-regulated firms should use the International Property Measurement Standards (IPMS), and if IPMS is not used, the reason for departure must be stated.
- The reason to adopt GEFA instead of IPMS is for practical reasoning because:
- GEFA is a widely recognised and accepted standard in the construction and insurance industries, and it aligns directly with the requirements of the BCIS Rebuild Online service;
- While IPMS 1 provides a comparable gross external measurement framework, differences in methodology can lead to discrepancies when converting between IPMS 1 and GEFA; and
- The Estimate is carried out using remote measurement software and therefore it is not feasible to take internal measurements in accordance with IPMS 2.
14. THIRD PARTY TERMS & CONDITIONS
- If the Services involve Don’t Guess acquiring goods and services supplied by a third party you acknowledge that third party terms & conditions (Third Party Terms) may apply.
- You agree to any Third Party Terms applicable to any third party goods and services that are used in performing the Services or providing any deliverables provided you are notified of such Third Party Terms and Don’t Guess will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
15. EXTERNAL PROVIDERS
Don’t Guess may refer you to engage certain external third party providers (External Providers) (Referrals). You acknowledge that Don’t Guess may not have vetted such External Providers and will not be liable for any loss or damage you suffer by using such External Providers.
16. CLIENT OBLIGATIONS
16.1 PROVIDE INFORMATION
- You must provide Don’t Guess with all documentation, information and assistance reasonably required by Don’t Guess to perform the Services.
- You must immediately inform Don’t Guess if you plan to use the Services for a different purpose than the purpose for which Don’t Guess was engaged to provide the Services (New Purpose). You must provide Don’t Guess with all necessary information about the New Purpose to enable Don’t Guess to evaluate the impact of the New Purpose on the Services and determine the Changes and the Change Fee. We reserve the right to terminate this agreement if the Services cannot be used for the New Purpose. You release Don’t Guess from all liability in relation to any loss or damage arising out of or in connection with your use of the Services for a different purpose or in a different context than as set out in the Order.
- You warrant that all information, documentation and other material you provide to Don’t Guess for the purpose of receiving the Services, including property information, is complete, accurate, compliant with any applicable laws and industry regulations, and up-to-date.
- You release Don’t Guess from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other material provided by you to us being incomplete, inaccurate or out-of-date.
- You must not do or say anything, which could be deemed to be harmful to the business, goodwill or reputation of Don’t Guess.
17. INFORMATION WE GIVE YOU
- By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that we must give you certain key information before a legally binding contract between you and us is made. This information is set out at the start of these terms and elsewhere throughout our Website. If you cannot access this information for any, you are welcome to contact us using the functionality on the Website and we will provide you with a copy of this information.
- The key information we give you by law forms part of this agreement (as though it is set out in full here).
- If we have to change any key information once a legally binding contract between you and us is made, we can only do this if you agree to it.
18. RIGHT TO CANCEL
- You have the right to cancel this agreement within 14 days without giving any reason. However, you do not have the right to cancel if you requested for us to start providing the services during the cancellation period and the services are fully performed (i.e. the work is completed) during this period. This is further explained in clauses 18(d) and 18(e) below.
- The cancellation period will expire after 14 days from when you place an order.
- To exercise the right to cancel, you must inform us of your decision to cancel this agreement by a clear statement to us, for example by emailing us using the contact details available on our Website.
- To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
- When you place an Order, we will commence the Services on the next Business Day unless we notify you otherwise. We will deliver the Services within the Delivery Timeframe agreed in your Order.
- If you requested for us to start providing the services during the cancellation period and the services are fully performed (i.e. the work is completed) during this period, you lose your right to cancel and will be required to pay the full price under this agreement even if the cancellation period has not expired.
- This does not affect the rights you have if your services are faulty. A summary of these rights is provided at the top of this page. See also clause 23 below.
19. EFFECTS OF CANCELLATION
- If you cancel this agreement, we will reimburse to you all payments received from you, unless you requested for us to start providing the services during the cancellation period, in which case you must pay us:
- for the services we provided up to the time you told us that you want to cancel this agreement, which will be an amount in proportion to the services performed up to that point in comparison with the full price under this agreement; or
- the full price under this agreement, if you lost your right to cancel this agreement because the services were fully performed (i.e. the work was completed) during the cancellation period.
- We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this agreement.
- We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
20. CARRYING OUT THE SERVICES
- We will carry out the services by the time or within the period agreed during the online checkout process and as set out in the Confirmation Email (see clause 12.1(e)). If we have agreed no time or period for the delivery of the services, we will carry out the services within a reasonable time.
- Our carrying out of the services might be affected by events beyond our reasonable control. If so, there might be a delay before we can start or restart the services, having made reasonable efforts to limit the effect of any of those events and having kept you informed of the circumstances, but we will try to start or restart the services as soon as those events have been fixed.
21. PAYMENT
- All Fees are:
- as displayed and accepted by you at the time of checkout (Fees);
- in Pounds Sterling; and
- subject to change without notice prior to your Order being placed.
- (Payment obligations) You must pay the Fees in full at the time of placing your Order.
- (VAT) Unless otherwise indicated:
- our Fees exclude VAT. In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject to us providing a tax invoice to you; and
- any estimates provided in our Report exclude VAT and VAT may be payable on those amounts, subject to the applicable VAT rates at the relevant time.
- (Online payment partner) We may use third-party payment providers such as Stripe (Payment Providers) to collect payments. The processing of payments by the Payment Provider will be, in addition to these terms, accessible here: https://stripe.com/gb/legal/consumer and to the maximum extent permitted by law, we will not be liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.
- (Pricing errors) In the event that we discover an error or inaccuracy in the Fees, we will attempt to contact you and inform you of this as soon as possible. You will then have the option of ordering the Services at the correct Fees or cancelling your Order. If you choose to cancel your Order and the Fees have already been debited, the full amount will be credited back to your original method of payment.
22. NATURE OF THE SERVICES
- The Consumer Rights Act 2015 gives consumers certain legal rights (also known as ‘statutory rights’). The services that we provide to you must be carried out with reasonable care and skill. In addition:
- where the price has not been agreed upfront, the cost of the services must be reasonable; and
- where no time period has been agreed upfront for the provision of the services, we must carry out the services within a reasonable time.
23. FAULTY SERVICES
- Your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’) are set out at the top of this page. They are a summary of some of your key rights. For more detailed information on your rights and what you should expect from us, please:
- contact us using the contact details at the top of this page; or
- visit the Citizens Advice Website www.citizensadvice.org.uk or call 0808 223 1133.
- Nothing in this agreement affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights in law.
- If the services we have provided to you are faulty, please contact us using the contact details at the top of this page.
24. END OF THE CONTRACT
- We may terminate this agreement immediately without notice to you in our sole discretion. If we terminate this agreement after you have paid Fees and before we have completed the Services, we will refund you for the amount you paid for the Services.
- If this agreement is ended it will not affect our right to receive any money which you owe to us under this agreement.
25. INTELLECTUAL PROPERTY
25.1 CLIENT CONTENT
- You grant to Don’t Guess (and its subcontractors, employees or agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform any Services.
- You:
- warrant that Don’t Guess’s use of Client Content will not infringe any third-party Intellectual Property Rights; and
- will indemnify Don’t Guess from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
25.2 DON’T GUESS IP
- You will not acquire Intellectual Property Rights in any Don’t Guess IP. Any Developed IP will be solely and exclusively owned by Don’t Guess.
- Subject to the payment of the Fees, Don’t Guess grants to you:
- a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use any Don’t Guess IP; and
- an exclusive, royalty free, non-transferable, worldwide and revocable licence to use any Developed IP,
to the extent required for you to use, enjoy the benefit of or exploit the Services and/or Deliverables.
25.3 DEFINITIONS
For the purposes of this clause:
- “Client Content” means any documents or materials supplied by you to Don’t Guess under or in connection with an Order or the Services, including any Intellectual Property Rights attaching to those materials.
- “Developed IP” means any materials produced by Don’t Guess in the course of providing Services or Deliverables including photographs, documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with you or others, and any Intellectual Property Rights attaching to those materials.
- “Don’t Guess IP” means all materials owned or licensed by Don’t Guess that is not Developed IP and any Intellectual Property Rights attaching to those materials.
- “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
26. FORCE MAJEURE
- If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
- reasonable details of the Force Majeure Event; and
- so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
- Subject to compliance with clause 26(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
- The Affected Party must use its reasonable endeavours to overcome or remove the Force Majeure Event as quickly as possible.
- For the purposes of this agreement, a ‘Force Majeure Event’ means any:
- act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
- strikes or other industrial action outside of the control of the Affected Party;
- war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
- any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.
- Terms which apply to browsing the Website and the Services
27. DISPUTE RESOLUTION
- A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.
- All complaints and disputes shall be managed pursuant to our complaints policy, which can be provided upon request by contacting us using the contact details at the top of this page.
28. LIMITATION OF LIABILITY
- To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
- To the maximum extent permitted by the applicable law, neither Don’t Guess, nor any of Don’t Guess’s employees, contractors, directors, officers or agents (Personnel) will be liable to you for:
- any incidental, punitive, indirect, special or consequential damage, loss or expenses, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by you, even if Don’t Guess or any of its Personnel have been advised of their possible existence, arising in connection with the provision of the Services or this agreement; nor
- any direct damage loss or expenses arising from loss of customers, loss of profits, loss of anticipated profits or loss of savings, arising in connection with the provision of the Services or this agreement.
- To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement or in connection with the provision of the Services including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in England and Wales (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
- Without prejudice to the limitation of liability provisions above, in the event that you incur any loss, damage or expense arising out of this agreement, Don’t Guess’s maximum liability to you shall be limited to either (a) the total amounts paid by you to us for the provisions of the Services under which the liability arose, or (b) where the liability does not relate to the Services, the sum of £500.
29. YOUR PRIVACY POLICY AND PERSONAL INFORMATION
- Our Privacy Policy is available at www.dontguess.co.uk/privacy_policy
- Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.
30. GENERAL
30.1 GOVERNING LAW AND JURISDICTION
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
30.2 AMENDMENTS
This agreement may only be amended in accordance with a written agreement between the parties.
30.3 THIRD PARTY RIGHTS
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
30.4 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
30.5 SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
30.6 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
30.7 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
30.8 COUNTERPARTS
This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
30.9 COSTS
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
30.10 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
30.11 INTERPRETATION
- (singular and plural) words in the singular includes the plural (and vice versa);
- (gender) words indicating a gender includes the corresponding words of any other gender;
- (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
- (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
- (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
- (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
- (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
- (headings) headings and words in bold type are for convenience only and do not affect interpretation;
- (includes) the word “includes” and similar words in any form is not a word of limitation;
- (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
- (currency) a reference to £, or “pound”, is to British currency, unless otherwise agreed in writing.