Terms and conditions of business
These terms and conditions are effective from 01/06/15 until further notice.
Revised March 2023 to include hosting.

DEFINITIONS
In these Terms and Conditions:

BUSINESS Stephen Wisedale (SIRET: 800 525 040 00013), trading as WiFi Anglais
PRODUCTS all Products supplied the business
CHARGES the charges to be levied by the Business for the provision of the Products, Output Materials and/or Services
CLIENT you, the person(s) and/or the Organisation named in the Contract to whom the Business has agreed to provide the Products, Services and/or Output Materials
CONTRACT the contract for the provision of the Products, Services and/or Output Materials constituted by these Terms and Conditions, the Client’s acceptance of them and any referenced Licence Agreement and/or Proposal
DOCUMENT includes, in addition to a document in writing, any software, script, programme, map, plan, graph, drawing or photograph, any tape, electronic media or other device or media embodying visual images and any disc, tape or other device embodying any other data
INPUT MATERIAL any Documents or other materials (such as cabling and power), and any data or other information provided by the Client in connection with the Contract
OUTPUT MATERIAL any Documents or other materials, and any data or other information provided by the Business in connection with the Contract.
OWNERSHIP means legal title to the Products and Output Material including copyright, database rights and all other intellectual property rights
PRODUCTS includes hardware or other tangible items sold or supplied to the Client by the Business PROPOSAL the Agreement setting out details of the individual Client, the Products, Services and/or Output Materials to be provided to the Client, payment arrangements in respect of those Products, Services and/or Output Materials and any other provisions specific to the individual Client
SERVICES support, maintenance, installation and other services and/or Products and other materials (including labour) to be provided by the Business to the Client as described in the Contract.

1. Supply of Services

1.1 The Services shall be provided to the Client subject to these Terms and Conditions which shall override and take the place of any other terms or conditions provided or referred to by the Client. Any changes or additions to the Services or these Terms and Conditions must be agreed in
writing by the Business and the Client

1.2 The Client shall at its own expense supply the Business with all necessary Input Material within 
sufficient time to enable the Supplier to provide the Services in accordance with the Contract. The Client shall ensure the accuracy of all Input Material

1.3 The Client shall at its own expense retain duplicate copies of all Input Material and insure against 
its accidental loss or damage. The Business shall have no liability for any loss or damage to Input Material however caused. All Input Material shall be at the sole risk of the Client from time of delivery to the Business until return to the Client.

1.4 The Business shall use all reasonable care and skill in the provision of the Services 1.5 The Business may at any time without notifying the Client make any changes to the Service which are necessary to comply with applicable statutory requirements, or which do not materially 
affect the nature or quality of the Services

1.6 If the Client requests a modification to the whole or any part of the Services, the Business shall
use all reasonable endeavours to comply with such modifications (but shall not be bound to do so) and shall be entitled to increase its charges to reflect any additional work

2. Documents and Output Materials

2.1 Documents and Output Materials shall be provided to the Client subject to these Terms and Conditions which shall override and take the place of any other terms or conditions provided or referred to by the Client. Any changes or additions to the Services or these Terms and Conditions must be agreed in writing by the Business and the Client

3. Products

3.1 Risk in the Products (loss and / or damage) shall pass to the Client on delivery. Until Ownership of the Products has passed to the Client (see 3.2) the Products must be insured, and may not be modified, pledged or sold

3.2 Ownership in the Products shall remain with the Business at all times. The Company may use its rights to recover Products to which it retains title. If payment is not recovered by the due date or if the Client enters into or is subject to any form of insolvency proceedings included in the Insolvency Act 1986 or is subject to any warrant of execution/other execution or distraint notice the Company or its representatives may enter the Client’s premises for the purpose of recovering the Products

3.3 The Business may at any time without notifying the Client make any changes to the Products and/or Services to be provided which are necessary to comply with applicable statutory requirements, but guarantees the Client substantially equivalent functionality and performance.

4. Delivery

4.1 Time of delivery of the Services or Products or any part of them shall not be of the essence unless expressly stipulated in the Contract and the Business shall incur no liability to the Client in respect of late delivery

5. Acceptance

5.1 The Client shall inspect all Products and Output Material and test all Services provided by the Business as soon as practicable after delivery and shall be deemed to have accepted these 7 days after delivery to the Client unless notice in writing is received by the Company detailing any defects prior to the expiry of that period

6. Charges

6.1 Quotations are only valid in writing and during the period that they state. If unstated, the period is 30 days (inc. 3rd party products)

6.2 Labour charges are based on an agreed hourly rate with the Client and charges will be invoiced in 30 minute increments.

6.3 Unless otherwise specifically agreed with the Client in writing the agreed hourly rate will be applicable over the course of a working day. A working day is defined as an 8 hour period between 9am and 6pm, from Monday through to Friday.

6.4 Where overtime is worked outside of a working day the Business will be entitled to charge the Client an overtime rate. Overtime is charged at 1.5x the agreed hourly rate. 6.5 Where overtime is worked on a weekend or a bank holiday the Business will be entitled to charge the Client 2x the agreed hourly rate. A weekend is defined as Friday 5pm through to Monday 9am

6.6 Unless otherwise expressly stated in the Contract the Business shall be entitled to charge to the Client all reasonable travelling expenses incurred in connection with the provision of the services at the rate stated prior to commencement of services. 6.7 Charges and any additional sums payable for hardware Products supplied by the Business (including, without limitation, servers, PCs, networking equipment, printers or any other hardware) shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 7 days of the date of the Company’s invoice. Time of payment shall be of the essence.

6.8 Charges and any additional sums payable for other Output Materials, Products and / or Services shall be paid by the Client (together with any applicable Value Added Tax, and without any set- off or other deduction) within 30 days of the date of the Business’s invoice. Time of payment shall be of the essence.

6.9 In respect of hardware installation at the Client site the Business will not be responsible for any changes in the character of the site (between the date of inspection for the quote and the date the works begin) that may affect the performance of the contract. The Client shall indemnify the Company against any loss of damage that may arise as a result of any changes.

6.10 If the Client decides to suspend or cancel the Contract prior to Completion, the Client shall pay all or part of the Charges (as the Business may deem reasonable) to cover the work and costs already undertaken by the Business under the Contract

6.12 Charges in respect of continuing Services (including without limitation maintenance and updating) are payable annually in advance. The Business reserves the right to suspend or cancel the continuing services at any time. In the event of cancellation the Client will be entitled to a pro rata refund based upon the remaining period for which payment has been made in advance. If the cancellation is due to the Client contravening these Conditions a refund will not be issued. The Business reserves the right to charge the Client a reconnection fee

6.13 The Client may cancel its account for continuing services at any time but fees charged on a 
prepay basis are non-refundable. The Client shall not be entitled to receive a refund unless the 
Business cancels the services.

6.14 If any payment is not made on the due date, the Business shall be entitled, without prejudice to 
any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4% above the base rate from time to time of Credit Agricole Charente-Perigord Bank from the date due until the outstanding amount is paid in full.

7. Sub-Contracting

7.1 The Business shall be entitled to sub-contract the whole or any part of its obligations under the Contract without the prior written consent of the Client

8. Rights in Products, Output Material and Input Material

8.1 Unless otherwise agreed in writing by the Client and the Business, the copyright and all other intellectual property rights in all Products and Output Material shall belong to the Business.

8.2 Unless otherwise agreed in writing by the Client and the Business, the copyright and all other intellectual property rights in all Input Material shall belong to the Client.

8.3 Any Input Material which is specifically designated by the Client as being confidential shall be kept confidential by the Business, unless any such material or information is in the public domain at the time when it is provided to the Business or at any future time it becomes public knowledge through no fault of the Business

8.4 The Client warrants that all Input Material and its use by the Business for the purpose of providing the Services will not infringe the copyright or other intellectual property rights of any third party, and the Client shall indemnify the Business against any loss, damages, costs, expenses or other claims arising from any such infringement or alleged infringement

8.5 Any process, design, bespoke software and scripts used or developed by the Business in the course of providing the Services and/or Output Materials (and all intellectual property rights therein) shall belong to the Business.

9 Hosting

9.1 The Client will enter into an initial minimum Agreement Term of twelve months, which shall continue thereafter at the end of the initial period of twelve months unless and until terminated in accordance with these conditions.

9.2 The Client is responsible in all aspects for the content of the Client website and undertakes that the pages that are displayed on the Client website do not and will not violate any applicable law.

9.3 The Client undertakes and warrants to the Company that it will only use the assigned web space for lawful purposes. In particular, the Client warrants that it will not, nor will it authorise or permit any other party to use the Server in violation of any law or regulation and it will not recklessly link to or transmit any material containing a virus or other potentially damaging computer programme.

9.4 The Client shall obtain and be responsible for obtaining and complying with all necessary permissions or consents in respect of any works that it includes on the pages of the Client website. In addition, the Client warrants to the Company that by using the Services and by hosting the Client website, neither the Client nor the Company respectively will be infringing any third-party intellectual property rights.

9.5 The Company does not allow any of the following content to be stored on its servers:

9.5.1 Adult Material - all pornography, erotic images, or other material which the Company may consider to be lewd, obscene or otherwise inappropriate

9.5.2 Illegal Material - This includes copyrighted works, commercial audio, video, and any material in violation of any law, pirated software, ROMS, emulators, phreaking, hacking, password cracking and encrypting of any of the above. This also includes any sites which provide "links to" or "how to" information about such material.

9.6 The Company reserves the right to suspend or cancel the Client’s access to the host account if the Company decides that the account has been inappropriately used or includes Adult Material or Illegal Material.

9.7 The Company gives no warranty that access to its Server(s) and the Client’s web site(s) shall be uninterrupted or error-free. For the avoidance of doubt, any standards relating to the availability of the Services contained in this document are targets. While the Company shall use reasonable endeavours to achieve the targets, any failure by the Company to achieve the targets shall not constitute a breach of contract. The Company accepts no liability for any loss whatsoever, suffered by the Client, in the event that the Services are interrupted, are not error free, or if the Company fails to achieve any targets.

9.8 By submitting an order the Client provides the Company with certain personal information or data. It is the responsibility of the Client to keep the personal data provided to the Company up to date.

9.9 The Client is responsible for back up of its own files. The Client shall be responsible for maintaining any insurance cover in respect of any loss or damage to data stored on the Company Server(s).

9.10 The agreement shall continue in force for the full Term. The Client shall be entitled to terminate the Agreement at any time by giving to the Company not less than thirty days written notice of termination.

9.11 In the event of the Client terminating the Agreement the Client shall not be entitled to either a refund or a partial refund

9.12 Notwithstanding the provisions of clause 9.7, either party shall be entitled forthwith to terminate the Agreement by written notice to the other if :- 9.12.1 that other party commits any breach of any of the provisions of the Agreement and, in the case of a breach capable of remedy, fails to remedy the same within thirty days after receipt of a written notice giving particulars of the breach requiring to be remedied; or

9.12.2 an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party; that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order; that other party goes into liquidation or becomes bankrupt; the other party ceases or threatens to cease to carry on business or anything analogous to the foregoing under the law of any applicable jurisdiction occurs in relation to that other party.

9.13 Upon termination of the Agreement for whatever reason, the Company shall delete the Client’s website from its server(s) without any liability whatsoever.

9.14 Termination of the Agreement shall be without prejudice to any other rights or remedies a party may be entitled to there under or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision on or after such termination.

9.15 Upon termination of the Agreement for whatever reason all due or outstanding Charges and expenses owed by the Client to the Company shall forthwith become due and payable. For the avoidance of doubt, if the Client terminates the Agreement prior to the end of the initial period of twelve months from the Agreement Date, the Client shall be required to pay all Charges due until the end of such twelve month period.

10 Warranties, Limitation of Warranty and Liability

10.1 Unless otherwise stated, the Business guarantees that Business-supplied hardware Products will be free from defects for 12 months from delivery and spare parts for 90 days from installation or delivery date, whichever is the earlier.

10.2 Should the Product be defective within this period, the Business will repair or replace the Product within a reasonable time. All reasonable care and endeavour shall be used to resolve problems within a realistic period in the circumstances. The Business will repair using components which are new or equivalent in accordance with industry standards and practice.

10.3 Warranties provided with hardware (including, but not limited to, servers, PC’s, networking equipment and printers) are immediately voided by modification, removal or introduction of any hardware components

10.4 Under no circumstances whatsoever will the Business be liable for any of the following damages, even if informed of their possibility (including, without limitation) loss of (or damage to) data, software, lost profits, business revenue, business, contracts or goodwill (whether such loss is direct, indirect, consequential or otherwise) or for indirect or consequential damages of whatever nature, and such liability is excluded whether it is foreseeable, foreseen, known or otherwise arising out of the use, inability to use or the result of use of Output Materials, Products and / or Services. The Business will make a charge for Services (including labour) and/or Products provided in relation to repairing such damages

10.4.1 The Business shall have no liability for damage caused by any Output Materials or Products, whether pre-loaded or shipped with a Product, or installed subsequently through failure or configuration. This includes, but is not limited to, anti-virus, firewall, backup, operating system or application software. 3rd party software is supplied subject to the licence, warranty and/or indemnity of the Software vendor.

10.4.2 The Business shall have no liability for damage caused by any hardware including, but not limited to, anti virus, firewall, backup devices, hard drives or networking equipment (including wireless equipment) through failure or configuration. Where the Business supplies in connection with the provision of the Services any Products produced or manufactured by a 3rd party the Business does not give any warranty, guarantee or other representation as to their quality, fitness for purpose or otherwise. Failed hardware will be replaced under the standard terms of the 12-month warranty

10.4.3 The Business shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied.

10.4.4 The Business shall have no liability to the Client for any loss, damage, costs, expenses or other claims arising from the content of any website designed by the Business in accordance with the Client’s instructions and the Client shall fully indemnify the Business against any loss, damage, costs, expenses or other claims arising from the use or misuse of the site by the Client or any third party

10.4.5 Where the Business uses materials supplied by the Client, the Client accepts that the Business has no responsibility for suitability or otherwise. Any loss or damage experienced as a result of the use of defective materials will be the sole responsibility of the Client

10.4.6 The Business shall have no liability to the Client for any failure caused by a 3rd party Product or Service, including those that the Business may procure and provide with or integrate into a Product (whether Business supplied or otherwise) at the request of the Client, or installed by the Client.

10.5 The Client is responsible at all times for the backup and safe keeping (preferably offsite) of their data. The Business is not liable for loss of, or damage to, data under any circumstances

10.6 Except in respect of death or personal injury caused by the Business’s negligence the Business shall not be liable to the Client by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Business, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client, and the entire liability of the Business under or in connection with the Contract shall not exceed the amount of the Business’s charges for the provision of the Services, except as expressly provided in these Conditions

11. Force Majeure

11.1 The Business shall not be liable for any loss or damage caused by failure on its part to fulfil any obligation under these terms to the extent that such failure is due to any cause whatsoever that is beyond the Business’s control whether directly or indirectly, including (but not limited to) failure on the part of any contractor, sub-contractor, supplier or carrier. The Business shall have the option to suspend or cancel any obligation then unperformed without prejudice to the Business’s right to payment in respect of any Products supplied or Services rendered prior to such suspension or cancellation and without liability to the Client for any direct or consequential loss suffered by the Client as a result of such suspension or cancellation

12. General

12.1 These Conditions (together with the terms, if any, set out in the Contract) constitute the entire agreement, between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions express or implied by statute or otherwise, are excluded to the fullest extent permitted by law

12.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice

12.3 No failure or delay by either party in exercising any of its rights under the contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.4 The Business will comply with all applicable data protection legislation. Any personal data will not be passed to third parties without the prior consent of the Client other than as set out below. Without limitation, the Client authorises the Company to use the Client's personal data and other information relating to the use of the Services in connection with any such investigation, including by disclosing it to any third party which has a legitimate interest in any such investigation or outcome.

12.5 These conditions shall be governed by and construed in accordance with French Law and the parties submit to the exclusive jurisdiction of the French Courts. If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected.

Stephen Wisedale MBCS

IT consultant / Conseil en Informatique

Le Grelat
24220 Castels et Bézenac, France

Office tel: +33 (0) 5 53 30 23 96
Mob: +33 (0) 7 78 52 20 46

SIRET: 800 525 040 00013