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THIS DOCUMENT SETS OUT THE TERMS ON WHICH SHOOT LIMITED ("SHOOT", "US", "WE") PROVIDES YOU ("YOU", "YOUR", "USER") WITH ACCESS TO AND USE OF THE SERVICES LOCATED AT WWW.SHOOTGARDENING.CO.UK ("WEBSITE"). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. BY USING THE SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS ("TERMS"). IF YOU ARE USING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ACTING AS AN EMPLOYEE, YOU WARRANT THAT YOU ARE AUTHORISED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF YOUR EMPLOYER. THE SAME RIGHTS, LIMITATIONS AND RESTRICTIONS APPLY TO YOUR EMPLOYER. YOU AGREE THAT THESE TERMS ARE ENFORCEABLE AS IF THEY WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOUR EMPLOYER.
For the avoidance of doubt, the General Conditions under Section A shall be applicable to all Users of the Website and/or the Service. If you have a Professional Subscription, Section B set out herein shall apply in addition to the General Conditions.
SECTION A - GENERAL CONDITIONS
The following words and expressions shall have the following meanings:
"Charges" means the charges payable to Shoot in respect of the provision of the certain Subscriptions or Professional Subscriptions, as set on the Website from time to time;
"Content" means all information (in all current and future formats) created by the Subscriber, submitted to and/or published by Shoot on the Website including, without limitation, audio files, visual files, photos, drawings, designs, messages, forum postings, Profiles, documents, spreadsheets, presentations and advice of all nature;
"Contract" means the contract between Shoot and you in respect of the relevant and applicable Services and which incorporates these Terms;
"Intellectual Property Rights" means all intellectual property rights including without limitation, performer's reproduction rights, performer's distribution rights, performer's rental rights and performer's lending rights (collectively referred to as "Performer's Property Rights"), patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how and in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;
"Network" means the electronic communications network used by us to provide the Services;
"Non Registered User" means a person or business who is not a Subscriber and to whom Shoot has granted access to (i) view and Use the Website; and (ii) Use certain features and functionalities of the Services as described on the Website;
"Privacy Statement" means such policy in relation to data protection and privacy as is displayed on the Website from time to time;
"Professional Subscription" means the applicable subscription packages of the Services made available to commercial Users, as more particularly described on the Website and set out in Section B;
"Profile" means information, including without limitation, the name, address and company details (where applicable) relating to the Subscriber (which may or may not be fully accessible by other Subscribers) held by Shoot and published on the Website;
"Purpose" means to copy, display, distribute, sub-licence, host, retain for archiving purposes, publish for Shoot's own business purposes, including but not limited to purposes in respect of the Services and/or the Website;
"Subscriber" means a person or business registered with Shoot and having access to all or part of the Services through a Subscription or Professional Subscription, which are more particularly described on the Website and under Section B herein;
"Services" means the services made available by Shoot to Non Registered Users and the Subscribers through the Website;
"Subscription" means the applicable subscription packages of the Services made available to personal Users, as more particularly described on the Website from time to time; and
"Use" means having access to the relevant and accessible Services (including where applicable, the Subscription or Professional Subscription and "Using" shall be construed accordingly.
2. INFORMATION ABOUT US
2.1 This Website (and its domain name) is owned and managed by Shoot and/or its licensors.
2.2 Shoot Limited is registered in England and Wales under company number 05151614 and with our registered office and main trading address at Gunpowder House, 66 Great Suffolk Street, London SE1 0BL
3. REGISTRATION AND ACCESS TO THE SERVICE
3.1 You must be:
3.1.1 where you are an individual, eighteen (18) years old or over;
3.1.2 legally capable of entering into binding contracts; and
3.1.3 not in any way prohibited by the applicable law in the jurisdiction which you are currently located to enter into these Terms,
to Use the Website.
3.2 You may at our sole discretion, access certain features and elements of the functionalities of the Services as a Non Registered User.
3.3 In the event you wish to access additional features and functionalities of the Services, you shall be required to register your details with Us as a Subscriber and pay any applicable Charges.
3.4 By Using the Website and/or the Services, you warrant that you have the right, authority and capacity, in respect of your status as a Non Registered User or Subscriber to enter into and be bound by these Terms.
4. FORMATION OF THE CONTRACT BETWEEN YOU AND SHOOT
4.1 The date for the commencement of your Contract with Us shall be determined as follows:
4.1.1 if you are a Non Registered User, then upon your first use of the Website; or
4.1.2 if you are a Subscriber, then upon the registration of your details with Us; or
and such Contract shall be effective and in force until terminated by either party in accordance with clause 10 hereunder.
4.2 Notwithstanding the foregoing, we reserve the right at our sole and absolute discretion and for any reason whatsoever to:
4.2.1 accept or reject your application as a Registered User or Subscriber; and/or
4.2.2 refuse you access to the Website and/or Services or part thereof.
5. OUR OBLIGATIONS TO YOU
5.1 We shall use our reasonable endeavours to make the Website and/or Services and any additional service that we agree to provide available to you at all times, but we cannot guarantee an uninterrupted and fault free service.
5.2 Notwithstanding the foregoing, Shoot has the sole and absolute discretion to accept, modify, edit, vary, re-format, or reject the Contents submitted to it by the Subscriber for the publication of such Contents on its Website.
5.3 Our ability to provide the Services and the availability of the Website may be impaired by conditions or circumstances that are beyond our control, including, without limitation third party service providers, geographic or atmospheric conditions, local physical obstructions, software and hardware features or functionality of your personal computer operating system and the number of other User logging onto the Website, server and Network at the same time.
5.4 The Network is not controlled by Shoot and may from time to time be upgraded, modified, subject to maintenance work or otherwise amended by the owner of the Network. Such circumstances may result in the Services and/or the Website being temporarily unavailable and your access suspended. Shoot will take reasonable action to minimise the disruption caused by such circumstances, but some such interruptions may not be avoidable.
5.5 We reserve the right to make changes to the Services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Services.
5.6 Shoot also reserves the right from time to time to monitor your Use of the Website and/or Services.
6. YOUR OBLIGATIONS TO US
6.1 You are entitled to, subject to the terms herein, upgrade from Non Registered User status to Subscriber or upgrade your Subscription or Professional Subscription (as applicable) at any time during the term of your Contract.
6.2 You shall comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations.
6.3 You hereby warrant and undertake to us that you have the legal capacity to enter into these Terms and You shall at all times:
6.3.1 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the Network;
6.3.2 not re-sell, promote for resale or for any commercial use the Services and/or the Website or engage in any other similar commercial activities unless otherwise permitted by Shoot;
6.3.3 comply with instructions issued by Shoot (or its employees or representatives) from time to time relating to the Website and/or Services;
6.3.4 co-operate with reasonable security or other checks or requests for information made by Shoot from time to time;
6.3.5 not use the Website and/or Services and shall not do anything that will infringe any Intellectual Property Rights or other rights of any third parties, including without limitation, posting any information (in any format) on the Website which may be deemed to be obscene, defamatory, libellous or slanderous, or which may cause injury to, invade the privacy of or otherwise violate other rights of any person;
6.3.6 not use any information obtained using the Website and/or the Services otherwise than in accordance with these Terms;
6.3.7 contact our customer services immediately by emailing us at email@example.com if you suspect fraudulent, unlawful or illegal use of the Website and/or the Services;
6.3.8 shall notify Shoot immediately of any circumstances where any Intellectual Property Rights or any other rights of any third party may have been infringed;
6.3.9 use the information retrieved from the Services and/or the Website at your own risk and that you shall be solely responsible for any illegal conduct, infringement of any third party Intellectual Property Rights and/or any breaches in any applicable laws and legislations;
6.3.10 not do anything which involves the transmission of junk mail, chain letters, unsolicited mass mailing, instant massaging, "spimming" or "spamming"; and
6.3.11 comply with all applicable laws, regulations and legislations in respect of your Use of the Website and/or the Services.
6.4 Subject always to the provisions in clause 6.3, where you Use the Website and/or Services as a Subscriber, you undertake:
6.4.1 to provide to us true, correct and accurate information;
6.4.2 to promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate;
6.4.3 not to submit Content of whatsoever nature on the Website which is or may be construed to:
188.8.131.52 promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
184.108.40.206 harass or advocate harassment of another person;
220.127.116.11 display pornographic or sexually explicit material of any kind;
18.104.22.168 promote any conduct that is abusive, threatening, obscene, defamatory or libellous;
22.214.171.124 promote any illegal activities including but not limited to violating someone else's privacy or providing or creating computer viruses; and
126.96.36.199 infringe the rights (including the intellectual property rights) of any third party;
188.8.131.52 solicit password or any other personally identifying information from other users of the Website and/or Services for unlawful and illegal purposes.
6.5 Where you are a Subscriber, we may provide you with login details to access the certain features and functionalities of the Services. You shall keep your login details confidential and secure. Without prejudice to Shoot's other rights and remedies, we reserve the right to promptly disable your login details and suspend your access to the Services (in part or in whole) in accordance with clause 10 if we have reason to believe that you have breached this clause 6.5.
6.6 For the avoidance of doubt, as a Subscriber, you shall at all times be fully liable for the breach of any of these Terms by using a third party using your login details to access the Services.
6.7 Shoot reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the terms set out in this clause 6.
7. SUBSCRIPTION CHARGES
7.1 Certain Subscriptions are subject to Charges. You shall pay for such Subscriptions in advance using your credit card, debit card, or any other acceptable method of payment, as set out on the Website. We reserve the right to withhold or cease provision of the Services where payment has not been received. Save as otherwise expressly stated in these Terms, all Charges are non refundable.
7.2 Your Subscription shall automatically renew at the end of the relevant period for which you have paid. In order to automatically renew your Subscription, Shoot shall automatically charge you for the relevant Charges by using the details of your debit or credit card which you used to pay for the first period. If your debit or credit card details have changed since your last use on the Website, Shoot may not be able to automatically renew your Subscription.
7.3 If you are a consumer, you have a legal right to cancel a Subscription under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) within fourteen (14) days after the day the Contract for the Subscription is formed ("Cancellation Period"). You can notify us of your decision to cancel the Subscription by writing to us by email, or by completing the cancellation form made available to you on the Website. Valid cancellation by you will be effective from the date you sent us the e-mail. Advice about your legal right to cancel a Contract is available from your local Citizens' Advice Bureau or Trading Standards office.
7.4 If you cancel a Subscription during the Cancellation Period as described in clause 7.3 above:
7.4.1 before we start providing the Services subject to the Subscription to you, you will receive a full refund of the price you paid for that Subscription ("Price"); or
7.4.2 after we start providing the Services subject to the Subscription to you, you will receive a refund of the Price less a pro rata proportion of the Price decided at Shoot's sole discretion representing the provision of the Services up to and including the date you cancel the Subscription in accordance with clause 7.3.
7.5 We will process the refund due to you as soon as possible and, in any case, within fourteen (14) calendar days of the day on which you gave us notice of cancellation as described in clause 7.3.
7.6 On payment of the relevant Charges in accordance with your Subscription, you hereby acknowledge and agree that payment constitutes an express request for the immediate commencement of the performance of the Services by Shoot, which for the avoidance of doubt shall commence before the end of the Cancellation Period, such that on payment of such relevant Charges, you can immediately access the Services using the Website.
7.7 For the avoidance of doubt, clauses 7.3, 7.4, 7.5 and 7,6 shall not apply where you have a Professional Subscription.
8. INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS
8.1 Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Shoot to You, any Intellectual Property Rights owned by and/or licensed to Shoot and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Shoot and/or its licensors.
8.2 Unless otherwise expressly set out to the contrary, all Intellectual Property Rights in the Content shall remain exclusively with You and/or Your licensors.
8.3 You are expressly prohibited from:
8.3.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Website;
8.3.2 removing, modifying, altering or using any registered or unregistered marks/logos owned by or licensed to Shoot; and
8.3.3 doing anything which may be seen to take unfair advantage of the reputation and goodwill of the Website and/or Service or could be considered an infringement of any of the Intellectual Property Rights owned and/or licensed to Shoot without first obtaining the written permission of the owner of such Intellectual Property Rights.
9.1 Subject to these Terms, you hereby grant Shoot a non-exclusive, perpetual, non-terminable, transferable, sub-licensable and royalty-free licence to use the Intellectual Property Rights owned by and/or licensed to you in the Content for the Purpose.
9.2 You hereby unconditionally and irrevocably waive all moral rights attaching to the Content pursuant to Chapter IV of Part I of the Copyright, Design and Patents Act 1988 and any similar or corresponding rights.
9.3 You hereby agree that Shoot may
9.3.1 upon obtaining prior consent from You (such consent not to be unreasonably withheld), refer to You in any of its marketing material as a customer of Shoot and refer to the type of services that Shoot has provided to You; and
9.3.2 use any of your trademarks and/or logos in Shoot marketing and publicity materials for its publicity and marketing purposes.
9.4 You hereby indemnify and shall keep Shoot indemnified against all losses, liabilities, costs and expenses (including without limitation legal costs) suffered or incurred by Shoot arising from in connection with any infringement of any third party Intellectual Property Rights by Shoot's use and/or possession of the Content for the Purpose.
10. TERM AND TERMINATION
10.1 Subject to clause 10.2 and 10.3 and unless otherwise expressly set out to the contrary in these Terms, our Contract with you shall remain in force:
10.1.1 where you are a Non Registered User, for the duration in which you Use the Website; or
10.1.2 where you are a Subscriber, for the duration of your registration with us.
10.2 Shoot may terminate your Contract at any time and for any reason on the provision of no less than fourteen (14) days written or e-mail notice to you. For the avoidance of doubt, Shoot shall provide you with a pro rata refund of any Charges paid and representing any unused period of the Services and/or Website.
10.3 Shoot reserve the right to suspend and/or terminate your access to the Website and/or the Services immediately on notice if:
10.3.1 the Network owner ceases to make the Network available to Us;
10.3.2 we believe that You and/or someone using your login details has failed to comply with one or more of these Terms;
10.3.3 we believe that there has been fraudulent use, misuse or abuse of the Website and/or the Service, including any breach of clause 6.3 and/or 6.4;
10.3.4 we believe that you have provided us with false, inaccurate or misleading information in respect of your registration and/or Use of the Website and/or the Service; or
10.3.5 we believe that You are in the business of re-selling, promoting the Services for resale or if you are otherwise engaged in other similar and/or commercial activities.
10.4 For the avoidance of doubt, if your Services have been terminated by Us in accordance with these Terms, your access to the Services (in whole or in part) as a User shall cease.
10.5 Upon the termination of your Contract for any reason and subject to payment of an additional fee, we shall provide you with such access to the Website for a period of thirty (30) days from the termination of the Contract to enable you to retrieve any of your Content stored on the Website. On the expiry of the aforementioned period, you will no longer have access to the Content and we reserve the right to delete or destroy any such Content in our possession and/or stored on the Website.
11.1 The Website may include facts, views, opinions, advice and recommendations from other Subscribers which may or may not be endorsed by Shoot and Shoot shall to the maximum extent permitted by law exclude all liability in respect of the reliability, legality, legitimacy, accuracy, correctness, defamatory nature, completeness, timeliness or otherwise of all information published or made available to you on the Website and/or the Services.
11.2 All information published on the Website and/or made available through the Services including without limitation the Content, is intended as information only and does not in any way constitute advice of any nature. Your use and reliance on the information made available on the Website and/or through your use of the Service shall be at your own risk and Shoot shall not be liable whatsoever for any damages and loss which you may incur as a result of or in connection with your use and reliance of such information and /or Content.
12. EXCLUSION OF WARRANTIES AND LIABILITIES
12.1 Unless expressly provided to the contrary in these Terms and to the maximum extent permitted by law, Shoot excludes all representations, warranties, obligations and liabilities in connection with the information provided through the use of the Service and/or the Website, including but not limited to warranties of satisfactory quality, non-accuracy, completeness, reliability, fitness for a particular purpose or otherwise.
Our liability of you are a personal User
12.2 If We fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Terms and such amount that we may pay to you for such loss or damage you suffer under or arising out of your Contract shall be limited in the aggregate to the greater of (i) the Charges paid by you to us under your Contract or (ii) five hundred pounds (£500.00).
12.3 We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract.
12.4 We only supply the Services for your own private use. You agree not to use the Services for any commercial, business or re-sale purpose, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12.5 We do not exclude or limit in any way our liability for:
12.5.1 death or personal injury caused by our negligence;
12.5.2 fraud or fraudulent misrepresentation;
12.5.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
12.5.4 breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples).
Our liability if you are a professional User
12.6 Nothing in these Terms limits or excludes our liability for:
12.6.1 death or personal injury caused by our negligence;
12.6.2 fraud or fraudulent misrepresentation; and
12.6.3 any breach of the obligations implied by section 2 of the Supply of Goods and Services Act 1982.
12.7 Shoot's maximum aggregate liability to you under, arising from or in connection with your Contract, whether arising in contract, tort (including negligence) or otherwise, shall not exceed in aggregate the amount paid by you to Shoot in accordance with the terms herein in the twelve (12) months preceding the date of the claim.
12.8 Subject to clause 12.6, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
12.8.1 any loss of profits, sales, business, or revenue;
12.8.2 loss or corruption of data, information or software;
12.9 In the event that you have a claim or right of action against any other User arising from their Use of the Service, you agree to pursue such claim or action independently of and without any demands from Shoot, and you fully and completely release Shoot from all claims, liability and damages arising from or in any way connected to such claim or action.
12.10 In the event that a claim or action is brought against Shoot in connection with or arising from your activities or Use of the Services and/or the Website, including any breach by you of these Terms or any charges or complaints made by other parties against you, you agree to pay, hold harmless and defend Shoot in such claim or action. You also agree to cooperate as fully as reasonably required in the defence of any claim and allow Shoot to assume the exclusive defence and control of such matter.
12.11 Links to third party websites may from time to time appear on the Website. Such third party websites are not the responsibility of Shoot and Shoot accepts no responsibility for the availability, suitability, reliability or content of such third party websites and does not necessarily endorse the views expressed within them.
13. PRIVACY STATEMENT
14.1 Shoot may alter or amend these terms and conditions by giving reasonable notice on the Website. By continuing to Use the Services and/or the Website after expiry of the notice period, you will be deemed to have accepted any amendment to these Terms. If, on receipt of such notice, you wish to terminate your agreement with Shoot, you may do so by giving Shoot notice of termination, such termination to take effect on the date upon which the amended terms and conditions would otherwise have come into effect.
14.2 These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.
14.3 These Terms do not create any rights under the Contracts (Rights of Third Parties) Act 1999 ("Act") which are enforceable by any person who is either not a party to them or who is not a provider of the relevant goods and/or services.
14.4 You may print and keep a copy of these Terms, which form the entire agreement between you and Shoot and supersede any other communications or advertising in respect of the Service and/or the Website.
14.6 If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.
14.7 Shoot shall not incur any liability to any User on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Shoot. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.
SECTION B - SPECIAL CONDITIONS FOR PROFESSIONAL SUBSCRIPTIONS
B1.1 The following definitions shall apply to this Section B:
"Account" means each individual account created by you for a Client, permitting them access and use of the Website and Services; and
"Client" means an individual you are providing gardening related services to.
B2 Your Services
B2.1 All Professional Subscriptions are subject to payment of Charges, unless otherwise stated on the Website.
B2.2 You acknowledge with a Professional Subscription, your use of the Services is limited to use for your own business purposes only, including for the purpose of providing gardening related services to your Clients.
B2.3 You shall not transfer, assign or sub-licence your right to use the Services.
B2.4 Creation of any Account is subject to your Client's registration with Shoot and the Client's acceptance of these Terms. We reserve the right to refuse access to the Website and Services to any Client that has not accepted our Terms.
B2.5 For the avoidance of doubt, any Client with an Account shall be deemed a Subscriber, for the purpose of these Terms.
B2.6 We reserve the right to suspend and/or terminate your and any Client's access to and use of the Services where we have not received payment of the Charges by any due date. You indemnify and shall keep us indemnified against all losses, damages, claims, costs and expenses (including reasonable legal expenses) incurred or suffered by Shoot arising out of or in connection with any claim or demand made by a Client against Shoot arising out of or connection with any suspension or termination of an Account in accordance with this clause B2.6.
B3.1 Where any Charges payable by you are based on the number of Accounts held by you, such Charges shall be due annually in advance and are based on the number of Accounts held by you on commencement of the relevant year.
B3.2 You shall pay for your Professional Subscription annually in advance using your credit card, debit card, or any other acceptable method of payment, as set out on the Website. Save as otherwise expressly stated in these Terms, all Charges are non refundable.
B3.3 Your Professional Subscription shall automatically renew at the end of the relevant period for which you have paid. In order to automatically renew your Professional Subscription, Shoot shall automatically charge you for the relevant Charges by using the details of your debit or credit card which you used to pay for the first period. If your debit or credit card details have changed since your last use on the Website, Shoot may not be able to automatically renew your Professional Subscription
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