The Customer's attention is particularly drawn to the provisions of Clause 8 (Limitation of liability).

 

1. DEFINITIONS AND INTERPRETATION

 

1.1 The following definitions and rules of interpretation apply in this agreement:

 

‘Supplier’                            

Clean Break Divorce Limited is registered in England and Wales with company number 16127830. Website: https://www.cleanbreakdivorce.co.uk/

 

‘Customer’                         

the person or firm who purchases the Services from the Supplier. This does not include the spouse of the purchaser unless the service is specifically stated as a “joint” service.

 

‘Contract’                           

the agreement between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

 

‘Order’                                 

the Customer's order for the supply of Services from the Supplier, as currently described on the Supplier’s website for the particular service purchased at the time of purchase.

 

‘Services’                           

the services, supplied by the Supplier to the Customer.

 

‘Service Specification’   

the description or specification for the Services as set out on the respective product page on the Supplier’s website at the time of purchase.

 

‘Business Day’                   

a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

 

‘Month’                              

a calendar month.

 

‘Year’                                   

a calendar year.

 

‘Conditions’                       

these terms and conditions.

 

1.2 Clause headings shall not affect the interpretation of this Contract.

 

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

 

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

 

1.5 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

 

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

 

1.7 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted whether before or after the date of this agreement and, in the case of a statute, includes any subordinate legislation made under that statute from time to time.

 

1.8 A reference to writing or written includes emails.

 

1.9 Any obligation in this Contract on a person not to do something includes an obligation not to agree or allow that thing to be done.

 

1.10 A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of the provisions of this Contract) at any time.

 

1.11 Any phrase introduced by the terms including, “include” in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

 

2. BASIS OF CONTRACT

 

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

 

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order by confirming the order by email and/or sending a client onboarding form at which point and on which date the Contract shall come into existence (Commencement Date).

 

2.3 Only what is currently offered in the Service Specification of the Supplier’s website at the time of purchase for the particular service purchased shall form the contract for the supply of Services.

 

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

 

3. SUPPLY OF SERVICES

 

3.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification as currently advertised on the Supplier’s website for the particular service purchased at the time of purchase.

 

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

 

3.3 The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

 

3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

 

3.5 Any delivery deadline or “fast-track” element of any Service provided by the Supplier will begin on the Business Day that the Supplier receives all of the required information from the Customer to fully draft and complete the Service. The fast-track timescale shall be counted as 5 Business days in a week and the Business Day determined to be the beginning of any deadline or fast-track Service shall not be included in the timescale.

 

4. CUSTOMER'S OBLIGATIONS

 

4.1 The Customer shall:

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(a) co-operate with the Supplier in all matters relating to the Services;

 

(b) provide the Supplier, its employees, agents, consultants and subcontractors, with the requested personal and financial information as reasonably required by the Supplier to provide the Services;

 

(c) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

 

(d) comply with all applicable laws, particularly in relation to the disclosure of information;

 

(e) comply with any additional obligations as set out in the Service Specification.

 

4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act, omission or refusal by the Customer to provide information or failure by the Customer to perform any relevant obligation (Customer Default):

 

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case in the event that the Customer Default prevents or delays the Supplier's performance of any of its obligations for a period of more than 6 Months;

 

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this Clause 4.2;

 

5. CHARGES AND PAYMENT

 

5.1 The price for the Services shall be the price set out in the Service Specification.

 

5.2 The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including court fees, postage costs, professional fees and for the cost of services provided by third parties as requested by the Customer for the performance of the Services.

 

5.3 The Customer shall pay each invoice submitted by the Supplier up front before the supply of any Services can commence.

 

6. INTELLECTUAL PROPERTY RIGHTS

 

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

 

6.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

 

6.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by Clause 10.2.

 

6.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

 

7. CONFIDENTIALITY

 

7.1 The Supplier undertakes that it shall not at any time disclose to any person any confidential, personal or financial information concerning the Customer, except as permitted by Clauses 7.2 and 7.3.

 

7.2 The Supplier may disclose the Customer’s confidential, personal and financial information:

 

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. The Supplier shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 7; and

 

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

7.3 The Supplier may disclose the Customer’s personal and financial information to the Customer’s spouse as required except for where the information is explicitly stated to be confidential;

 

7.4 The Supplier shall not use the Customer’s confidential, personal or financial information for any purpose other than to perform its obligations under the Contract.

 

8. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

 

8.1 The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

 

8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

 

(a) death or personal injury caused by negligence;

 

(b) fraud or fraudulent misrepresentation; and

 

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

 

8.3 Subject to Clause 8.2, the Supplier's total liability to the Customer shall not exceed the Contract price. The Supplier's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

 

8.4 This Clause 8.4 sets out specific heads of excluded loss:

 

(a) Subject to Clause 8.2, the types of loss listed in Clause 8.4(c) are wholly excluded by the Supplier but the types of loss and specific losses listed in Clause 8.4(d) are not excluded.

 

(b) If any loss falls into one or more of the categories in Clause 8.4(c) and also falls into a category in Clause 8.4(d), then it is not excluded.

 

(c) The following types of loss are wholly excluded:

 

(i) Loss of profits.

(ii) Loss of sales or business.

(iii) Loss of anticipated savings.

(iv) Loss of use or corruption of software, data or information.

(v) Indirect or consequential loss.

(vi) Costs of legal advice or other legal services

 

(d) The following types of loss and specific loss are not excluded:

 

(i) Sums paid by the Customer to the Supplier pursuant to the Contract, in respect of any Services not provided in accordance with the Contract unless the Customer has submitted their client onboarding form or in the event of a Customer Default.

 

8.5 The Supplier has given commitments as to compliance of the Services with relevant specifications in Clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

 

8.6 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event and shall expire 6 Months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

 

8.7 This Clause 8 shall survive termination of the Contract.

 

9. TERMINATION AND REFUNDS

 

9.1 Without affecting any other right or remedy available to it, the Customer may terminate the Contract by giving the Supplier written notice at any time. Termination by the Customer will be subject to clause 9.3 below;

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9.2 If the Customer no longer wishes to continue with the Services purchased for any reason, they can request a full refund if they notify the Supplier in writing within 14 calendar days of the date of purchase subject to clause 9.3 below. The Supplier will have 14 days from notification to issue the refund.  

 

9.3 The Customer agrees to the following in relation to terminating the contract under clause 9.1 or requesting a refund under clause 9.2 above:

 

(a) if any work has been conducted on the Customer’s case then they will not be eligible for a refund from the Supplier for any part of the Services purchased.

 

(b) work will be considered to have been done when the Customer submits their client onboarding form or when any documents have been drafted or partly-drafted.

 

(c) any court fees shall be refunded to the Customer if not already spent during the provision of the Services.

 

(d) the Customer will not be eligible for a refund from the Supplier if the Customer terminates the contract due to their spouse not cooperating with the Services, not providing requested information or not signing documents when requested or the Customer no longer requires the Services.

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(e) the Supplier will consider all refund requests on a case by case basis, even if specifically excluded by these Conditions. 

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(f) the Customer must request any refunds to the Supplier in writing within a reasonable timeframe to be considered. 

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9.4 Without affecting any other right or remedy available to it the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

 

(a) the Customer commits a material breach of its obligations under the Contract such as committing fraud or gross misuse the Supplier’s Services and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;

 

(b) the Customer fails to pay any amount due under the Contract on the due date for payment.

 

9.5 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

 

9.6 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

 

10. FORCE MAJEURE

 

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

 

11. GENERAL

 

11.1 Notices.

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(a) any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be sent by email to the address specified in the Order.

 

(b) any notice or communication shall be deemed to have been received if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause business hours means 9.00am to 5.00pm Monday to Friday on a Business Day that is not a public holiday in the place of receipt.

 

(c) this clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

 

11.2 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

 

11.3 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

 

11.4 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

 

11.5 Entire agreement.

 

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

 

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.

 

(c) Nothing in this clause shall limit or exclude any liability for fraud.

 

11.6 Third parties’ rights.

 

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

 

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

 

11.7 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

 

11.8 Governing law. The Contract 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.

 

11.9 Jurisdiction. 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 the Contract or its subject matter or formation.

 

11.10 Subject to the Contract, any prices quoted by the Supplier are inclusive of value added tax which will be added from time to time at the appropriate rate upon invoicing.