Terms & Conditions
1 GENERAL INFORMATION
These Terms & Conditions (these “Terms”) contain the terms and conditions on which we supply content, products or services through our web application www.smileytummy.com ("the website") or via any other delivery methods to you (the Website and such content, products, services are collectively referred to herein as the “Services”). Please read these terms and conditions, carefully before ordering any Services from the Website. The terms “Smiley Tummy,” “us” or “we” refers to Smiley Tummy Limited. The term “Device” refers to the device which is used to access the Services including but not limited to computers, smart phones and tablets. The term “you” refers to the user of the Services. When you order (“Order”) any Services from the Website, or otherwise use or access the Website or other Services, you agree to be bound by these Terms and all applicable laws, rules and regulations. You may also be asked to click “I accept” at the appropriate place prior to your purchase of or other access to the Services. At such time, if you do not click “I accept”, you will not be able to complete such purchase or gain such access. By using the Website or other Services, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using the Website and other Services.
Our contact email address is firstname.lastname@example.org. All correspondence to Smiley Tummy including any queries you may have regarding your use of the Website or other Services or these Terms should be sent to our contact email address.
1.2 BASIS OF SALE
(a) These Terms and the Order set out the whole agreement between you and us for the supply of the Services. In order to participate in certain Services, you may be notified by us that you are required to agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to such Services in which you choose to use, those additional terms are hereby incorporated into these Terms.
(b) Please check that the details in these Terms and on the Order are complete and accurate before you use or commit yourself to purchase the Services. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by an officer of Smiley Tummy.
(c) “Business to consumer” (B2C) sales to customers worldwide are processed by Smiley Tummy Limited (UK). All contracts and legal matters are govern by English legislations only and any legal disputes will be dealt within English courts within England.
1.3 CHANGES TO TERMS
We have the right to revise and amend these Terms from time to time without notice to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities. Your continued use of the Services after such changes are made conclusively demonstrates your acceptance of such changes. If your purchase of the Services is on-going, we will give you prior notice of any changes to these Terms and you may elect to cancel the Services without penalty before the changed Terms affect you.
2 MEMBERSHIPS AND SUBSCRIPTIONS
2.1 BECOMING A MEMBER
You may sign up as a Smiley Tummy registered user of the Website (a “Member”). To become a Member you need to go to the relevant section of the Website, then submit the relevant information to us, and create a username and password to be used in conjunction with that email address. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device.
By placing an Order through the Website or other Services, you warrant that:
(a) You are legally capable of entering into binding contracts;
(b) You are at least 13 years old and if younger than 18 years old, that your placement of an Order is done so with the consent of your parents, guardians, authorised school officials, or counsellors;
(c) All registration information you submit is truthful and accurate;
(d) You will maintain the accuracy of such information; and
(e) Your use of the Website or other Services does not violate any applicable law or regulation.
2.2 ONCE A MEMBER
You are responsible for maintaining the confidentiality of your account, password and other User Information and for restricting access to your Device to further help protect such information. You are responsible for updating your User Information.
2.3 USE OF SMILEY TUMMY BY MINORS
Children between the ages of 13 and 18 or the age of majority in their jurisdiction of residence ("Minors") may use the Services. Smiley Tummy recommends, but does not require, that use by such Minors be done with the guidance and support of their parents, guardians, authorised school officials, or other qualified adults. If you are a parent or guardian and you allow your Minor to use the Services, you agree to be bound by the Minor's use of the Services and by these Terms. Children under the age of 13 are not permitted to use the Services. If you are under the age of 13, please do not attempt to access or use the Services.
As a Smiley Tummy website Member you will receive access to certain sections, features and functions of the Website that are not available to non-members.
By agreeing to become a Member you opt in to receiving occasional special offer, marketing, and Journey based communication emails. You can easily unsubscribe from these emails by following the opt-out instruction in these emails.
Smiley Tummy memberships and subscriptions are not transferable and therefore cannot be sold or exchanged or transferred in any way whatsoever.
(a) Smiley Tummy account holders may access the Services:
(i) Free trail with paid Subscription: a subscription fee-based service which gives access to all content including and beyond the free trial.
All subscriptions come with a Free Trial, customers will automatically be charge after the free trial is over.
All customers are responsible for cancelling their membership before the trial is over.
All subscription services provide access through the Website. You can become a subscriber by purchasing a subscription to the Services from the Website.
(b) Smiley Tummy offers a year's subscription options For the purposes of our Yearly contract it consists of 12 calendar months.
(c) Our “Yearly subscriptions are paid for by an upfront one-off payment. You acknowledge and agree that Smiley Tummy is authorised to charge the Payment Method used for the initial annual fee at the rate secured at the time of purchase.
(d) Our obligation to provide a Service only comes into being when we take receipt of your Order, and we confirm your purchase to you by email. We shall confirm your Order and assign you with an email to confirm your access to the subscription purchased. Please provide your details such as full your name and email address on the account in all subsequent correspondence with us. All prices in Pound Sterling include VAT unless otherwise stated. You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us. You agree that you are not permitted to resell any Services purchased through Smiley Tummy for commercial purposes.
2.6 DEVICE REQUIREMENTS
To enjoy Smiley Tummy via your smartphone or other Device, your Device must satisfy certain system requirements.
If we offer Gift Subscriptions then these terms will apply: “Gift Subscriptions” are pre-paid memberships to the Service. A person who purchases the gift is referred to in these terms as the “Giftor”. A person who receives and redeems a Gift Subscription to the Service is referred to in these terms as the “Recipient”. Gift subscriptions are paid for as a one-off upfront payment. Once bought, the Giftor will receive an Order confirmation and receipt. The Smiley Tummy gift subscription will be sent to the Recipient on the Giftor’s specified date. Gifting codes can only be used once in the country for which they were purchased and cannot be redeemed for cash, resold or combined with any other offers, including free trial. Please note that gifting codes cannot be redeemed if the Recipient has already purchased a subscription. We will automatically bill the Payment Method you provided for any purchased Gift Subscriptions at the time of purchase, not delivery. There are no refunds or other credits for Gift Subscriptions, which are not redeemed. Smiley Tummy is not responsible if a Gift Subscription is lost, stolen or used without permission.
2.8 CORPORATE AND OTHER CONSUMER COMMUNITIES
While Smiley Tummy is a consumer products company, if there is an interest by large consumer communities (corporations, universities, hospitals, etc.) (“Communities”) to introduce the Services to their employees and members. In some cases, these Communities may supplement these Terms with their own terms and conditions. In such event, these Community terms and conditions shall also apply to your use of the Services. In the event of any conflict with such additional terms and these Terms, these Terms shall prevail.
2.9 CHANGING FEES AND CHARGES
We may at any time and from time to time, in our sole discretion, change the fees and charges, or add new fees and charges, in relation to any of the Services. We will notify you by email at least 30 calendar days in advance of any such change. If you do not agree to the change, you may cancel your membership by emailing email@example.com
3 CANCELLATION, REFUNDS OF SERVICES
3.1 CANCELLATION BY YOU
Once you have registered for the annual subscription you will be sent an email with a link to setup your account, as long you have not completed your account setup and have not logged into the Smiley Tummy website you will be entitled to a 14 day cooling off period. The 14 day cooling off period starts the day after the day on which the contract was made, which includes the free trial period. The contract between Smiley Tummy and you starts once you have submitted your payment details. Once you have logged into the Smiley Tummy website you waive the right to your 14 day cooling off period.
You will not be charged during the free trial period but once that has ended and you have logged into the Smiley Tummy website during the free trial your 14 day cooling off period will no longer be valid.
3.2 CANCELLATION BY US
We may suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice. A breach of these Terms, includes without limitation, the unauthorised copying or download of our audio or video content from the Website.
3.3 PROMOTION CODES
Any promotion code or offer provided by us may not be used in conjunction with any other promotion code or offer, past or present. Introductory offers are only available to new users of the Services, except where expressly stated otherwise. Previous users or trial users of the Services do not qualify as a new user. No promotion code or discount will apply to corporate or other Community subscriptions.
4 DIGITAL CONTENT
4.1 You have a 14 day right to change your mind and get a full refund on your digital content. You do not have this right to cancel once the digital download has started.
4.2 LICENSE TO DIGITAL CONTENT
Subject to your payment of any applicable fees (including applicable taxes) to rent, purchase, or otherwise obtain access to Digital Content, and your compliance with all other terms we specify for Digital Content or the Digital Service, Smiley Tummy grants you a non-exclusive, non-transferable, non-sub licensable, limited right and license, during the applicable Viewing Period, to access, view, use and display the Digital Content in accordance with the Usage Rules, for Non-Commercial, Private Use. As used herein, "Non-Commercial, Private Use" means a presentation of Digital Content for which no fee or consideration of any kind (other than that which you pay to us to view the Digital Content) is charged or received, which takes place in your private home or apartment or, if outside your private home or apartment (e.g., in a hotel room, student accommodation, office, or airport waiting lounge) is limited to a private viewing for you and your invitees. Non-Commercial, Private Use specifically excludes any public presentation (e.g., a presentation in a student accommodation lounge) and any presentation by a place of public accommodation or other commercial establishment (e.g., a bar or restaurant), even if no fee is charged for viewing the Digital Content. To simplify your viewing and management of Digital Content that has a limited Viewing Period (such as Rental Digital Content and Subscription Digital Content), we may automatically remove that Digital Content from your Compatible Device after the end of its Viewing Period, and you consent to such automatic removal.
4.3 DOWNLOADING AND RISK OF LOSS
If you plan to download Digital Content that you purchase , we encourage you to do so promptly after your purchase. If you are unable to complete a download, please email us at firstname.lastname@example.org. Once you purchase Digital Content and we make the Digital Content available to you, you are responsible for completing the download, if you choose to download, and for all risk of loss of the Digital Content after download. You are responsible for ensuring that your device is compatible with Smiley Tummy's digital downloads.
When you stream Digital Content, the resolution and quality of the Digital Content you receive will depend on a number of factors, including the type of Compatible Device on which you are streaming the Digital Content and your bandwidth, which may go up and down over the course of your viewing. If we detect that Digital Content we are streaming to you may be interrupted or may otherwise not play properly due to bandwidth constraints or other factors, we may decrease the resolution and file size of the Digital Content we stream to you in an effort to provide an uninterrupted viewing experience. While we strive to provide you a high quality viewing experience, we make no guarantee as to the resolution or quality of the Digital Content you will receive when streaming, even if you have paid extra for access to high definition content.
5 PROHIBITED USE OF THE SERVICES
You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Services or the Services themselves. You agree not to interfere with the servers or networks underlying or connected to the Website or the other Services or to violate any of the procedures, policies or regulations of networks connected to the Website or the other Services. You may not access the Website or the other Services in an unauthorised manner.
You agree not to impersonate any other person while using the Services, conduct yourself in an offensive manner while using the Services, or use the Services for any illegal, immoral or harmful purpose.
By breaching the provisions of this section 4, you may commit a criminal offence under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Services will cease immediately.
MATERIALS OFFERED THROUGH THE SERVICES
All materials (including software and content whether downloaded or not) contained on the Website or the other Services are owned by Smiley Tummy (or our affiliates and/or third party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, you shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you without our prior written permission.
You acknowledge and agree that certain materials on the Website and in the other Services are the property of third party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce relevant provisions within these Terms against you.
Audio or video content from the Smiley Tummy not explicitly indicated as downloadable may not be downloaded or copied from the Website or the other Services or any Device.
The Website and the other Services are not intended for commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the materials used on the Website or the other Services for commercial purposes without obtaining a written license to do so from us. Material from the Website or the other Services may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorised use or violation of these Terms immediately and automatically terminates your right to use the Website and the other Services and may subject you to legal liability. You agree not to use the Website or the other Services for illegal purposes (including, without limitation, unlawful, harassing, libellous, invasion of another’s privacy, abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of the Website and the other Services. Appropriate legal action may be taken for any illegal or unauthorised use of the Website or the other Services.
You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on the Services. If you make other use of the Services, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United Kingdom, other countries, as well as applicable state laws and may be subject to liability for such unauthorised use. Smiley Tummy will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
6.2 TRADE MARKS
All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on the Website or the other Services are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material.
Your misuse of the trademarks displayed on the Services is strictly prohibited. Smiley Tummy will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.
7 AVAILABILITY OF SERVICES
Although we aim to offer you the best service possible, we make no promise that the Services will meet your requirements and we cannot guarantee that the Services will be fault free. If a fault occurs in the Services, please report it to us at email@example.com and we will correct the fault as soon as we reasonably can. If the need arises, we may suspend access to the Services while we address the fault. We will not be liable to you if the Services are unavailable for any period of time.
Your access to the Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Services. We will restore the Services as soon as we reasonably can. In the event that the Services are unavailable, our usual Order and cancellation deadlines apply; please notify us of changes to your Order via our email firstname.lastname@example.org.
8 USER MATERIAL
The Services may let you submit material to us: for example, you can upload a photo to your profile, post subjects and comments in the community and comment on various matters in various parts of the Services. You may be able to upload video, images or sounds. In these Terms, we use the term “User Material” to refer to any material of any kind that you submit to us, including text, files, images, photos, video, sounds and musical or literary works. User Material does not include the account information you provide when you register as a Member or when you subsequently change that information.
This section 8 sets out the rights and obligations that each of us have in connection with User Material. If you review or submit User Material you are agreeing to do so in accordance with these Terms. If you do not want to review or submit User Material in accordance with these Terms, then you should not do so.
We do not systematically review User Material submitted by you or other users. We are not responsible for the content of User Material provided by you or any other user. We do not necessarily endorse any opinion contained in such material. We make no warranties or representations, express or implied, about User Material, including as to its legality or accuracy. We disclaim all liability in connection with User Material to the extent permitted by law.
We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of your User Material, or to restrict, suspend, or terminate your access to all or any part of the Services, particularly where User Material breaches this section 8, and we may do this with or without giving you any prior notice.
We may link User Material or parts of User Material to other material, including material submitted by other users or created by Smiley Tummy or other third parties. We may use User Material for our internal business purposes, for example, to examine trends or categories and to use those on the Website and other Services or to promote, market or advertise Smiley Tummy. We will not sell your User Material to third parties but you acknowledge that we may indirectly commercially benefit from it, for example, by selling third party advertising which appears next to User Material.
Each time you submit User Material to us, you represent and warrant to us as follows:
- You own your User Material or have the right to submit it, and in submitting it you will not be infringing any rights of any third party, including intellectual property rights (such as copyright or trade mark), privacy or publicity rights, rights of confidentiality or rights under contract.
- Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, and does not encourage conduct that would be considered a criminal offense, and does not give rise to civil liability, violate any law, or is otherwise deemed inappropriate.
- Your User Material does not advertise any product or service or solicit any business.
- Your User Material does not identify any individual (including by way or name, address or a still picture or video) under the age of 18 and if User Material identifies any individual over the age of 18, you have that person's consent to being identified in exactly that way in your User Material; and in submitting your User Material you are not impersonating any other person.
- You will not collect usernames and/or email addresses of users for the purpose of sending unsolicited email.
- You will not engage in criminal or tortious activity, including fraud, spamming, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or attempt to impersonate another user or person.
- You will not engage in any automated use of the system, such as using scripts to alter our content.
- You will not access, tamper with, or use non-public areas of the Services, Smiley Tummy’s computer systems, or the technical delivery systems of Smiley Tummy’s providers.
- You will not attempt to probe, scan, or test the vulnerability of the Website or any other Smiley Tummy system or network or breach any security or authentication measures.
We are entitled to identify you to third parties who claim that their rights have been infringed by User Material you have submitted.
User Material is not considered to be confidential. We do not claim any ownership rights in User Material. However, by submitting User Material you hereby grant Smiley Tummy an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the User Material you post on the Website and the other Services, or any portion thereof, and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such User Material, and to grant and authorise sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. Smiley Tummy may include your User Material in Smiley Tummy’s Distribution Content that is made available to others through the Services. Be aware that Smiley Tummy has no control over User Material once it leaves the Services, and it is possible that others may duplicate material found on the Services, including, but not limited to, on other sites on the Internet. You represent and warrant that you own or otherwise control the rights to your User Material. You agree to indemnify Smiley Tummy and its affiliates for all claims arising from or in connection with any claims to any rights in your User Material or any damages arising from your User Material.
Any inquiries, feedback, suggestions, ideas, or other information or User Material that you provide to us (collectively, "Submissions") will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing, or otherwise submitting Submissions to the Services, you grant, and you represent and warrant that you have the right to grant, to Smiley Tummy an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorise sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that Smiley Tummy has no obligation to acknowledge receipt of or respond to any Submissions. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify Smiley Tummy and its affiliates for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.
9 LINKS TO WEBSITES/SERVICES
We may provide links to other websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. We are not responsible in any way for:(a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or other materials or resources on or available from, or (d) the use to which others make of these other websites or services. We are also not responsible for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Website and the other Services must not be framed on any other website, nor may you create a link to any part of the Website or the other Services unless you have written permission to do so from Smiley Tummy. We reserve the right to withdraw linking permission with written notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy. If you wish to make any use of material on the Website or the other Services other than that set out above, please address your request to email@example.com.
10 SERVICES DISCLAIMER
The information contained on the Services is for general information purposes only. While we endeavour to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Services or the information contained on the Services for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
11 MEDICAL DISCLAIMER
Smiley Tummy is a provider of online and mobile subscriptions for holistic health content in the health & wellness space. We are not a medical device, nor do we provide medical advice. While there is third party evidence that holistic living such as yoga & meditation can assist in the prevention and recovery process for a wide array of illnesses as well as in improving a wide array of performance and relationship issues, Smiley Tummy makes no claims or guarantees that this will be the case by using the Services. Any user experiencing serious medical issues or needing medical advice should consult their doctor.
Any health information and links on the Services, whether provided by Smiley Tummy or by contract from outside providers, is provided simply for your convenience.
Any advice or other materials on the Services are intended for general information purposes only. They are not intended to be relied upon and are not a substitute for professional medical advice based on your personal circumstances. The advice and other materials are intended to support the relationship between you and your healthcare providers and not replace it. We are not liable or responsible for any actions taken due to your having read or been told about such advice or other materials. In particular, to the fullest extent permitted by law, we give no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published on the Services.
12 END USER LICENSE AGREEMENT
Subject to the terms of this License Agreement (as set out in this section 12), and these other Terms, and your payment of applicable subscription fees, Smiley Tummy grants you a limited, non-exclusive, revocable license to stream, download and make personal non-commercial use of the Services.
The Services contain or embody copyright material, proprietary material or other intellectual property of Smiley Tummy or its licensors. All right, title and ownership in the Services remains with Smiley Tummy or its licensors, as applicable. The rights to download and use the Services are licensed to you and are not being sold to you, and you have no rights in it other than to use it in accordance with this License Agreement and our other Terms.
You agree that you will not and you will not assist or permit any third party to:
- Copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, de-compile, or disassemble and Services in any way, or create derivative works of the Services;
- Use the Services or any part of them to create any tool or software product that can be used to create software applications of any nature whatsoever;
- Rent, lease, loan, make available to the public, sell or distribute the Services in whole or in part;
- Tamper with the Services or circumvent any technology used by Smiley Tummy or its licensors to protect any content accessible through the Services;
- Circumvent any territorial restrictions applied to the Services; or
- Use the Services in a way that violates this License Agreement or the other Terms.
You may not make the Services available to the public.
The Services made available (in whole or in part) are owned by Smiley Tummy or its licensors and your use of them must be in accordance with these Terms.
13 GENERAL TERMS AND CONDITIONS
13.2 ASSIGNMENT BY US
Smiley Tummy may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.
13.3 INDEMNITY BY YOU / security or protection against a loss or other financial burden
You agree to defend, indemnify and hold Smiley Tummy and its directors, officers, members, investors, managers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable legal' fees, arising in any way from your use of the Services, your placement or transmission of any message, content, information, software, or other submissions through the Services, or your breach or violation of the law or of these Terms. Smiley Tummy reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Smiley Tummy defence of such claim. This does not affect your consumer rights.
13.4 WARRANTIES AND LIMITATIONS
(a) We warrant to you that any Service purchased from us will, on delivery, conform in all material respects with its description and be of reasonably satisfactory quality.
(b) We warrant that we will use reasonable skill and care in making the Services available to you during your subscription.
(c) Nothing in this sections 13.4 or otherwise in these Terms shall exclude or in any way limit Smiley Tummy’s liability for: fraud; or death or personal injury caused by its negligence; or liability to the extent the same may not be excluded or limited as a matter of law.
(d) The Services and their content are otherwise provided on an “as is” basis and we make no representations or warranties of any kind with respect to it, including as to the accuracy, completeness or currency of the Services or their content. We assume no liability or responsibility for any errors or omissions in the content of the Services, or any failures, delays, or interruptions in the provision of the Service. We disclaim and exclude any express or implied warranties or representations, including any warranties as to satisfactory quality or fitness for a particular purpose of the Services to the broadest extent permitted by law. We make no warranties or representations, express or implied, as to the timeliness, accuracy, quality, completeness or existence of the content and information posted on the Services. We make no warranties or representations, express or implied, for technical accessibility, fitness or flawlessness of the Services. We make no warranties or representations that your use of content and information posted on the Services will not infringe rights of third parties.
(e) All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are, to the extent permitted by law, excluded.
13.5 APPLICABLE LAW
Your use of the Services is governed by these Terms and these Terms shall be construed and enforced in accordance with English laws, England. Disputes arising from or in connection with your use of the Services we provide are subject to the non-exclusive jurisdiction of England.
13.6 NO WAIVER
If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.
13.7 FORCE MAJEURE
We will not be liable to you for any lack of performance, or the unavailability or failure, of the Services, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.
In these Terms, unless the context requires otherwise: i) any phrase introduced by the words "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.
13.9 WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using the Services, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on the Services. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to Smiley Tummy at firstname.lastname@example.org. We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in section 13.9 above. Notice will be deemed received and properly served immediately when posted on the Services or when an e-mail is sent. In proving the service of any notice, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the provision will, to that extent only, be severed from the remaining provisions, which will continue to be valid to the fullest extent permitted by law.
13.12 ENTIRE AGREEMENT
These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this section limits or excludes any liability for fraud.
13.13 THIRD PARTY RIGHTS
A person who is not party to these Terms will not, have any rights under or in connection with these Terms.
13.14 OUR LIABILITY
We will use reasonable endeavours to remedy faults in the Services. If we fail to comply with these Terms, we will be liable to you only for the purchase price of the Service in question. In addition, we will not be liable for:
- Faulty operation of computers during the registration process or during completion of a subscription or during the transmission of any data and/or for incorrect or overly slow transmission of data by the internet provider and/or any damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered, as a consequence of technical faults with our software or hardware (whether or not they are within or outside of our control).
- Any loss or damage due to viruses or other malicious software that may infect your Device, computer equipment, software, data or other property caused by you accessing, using or downloading from the Website or any other Service, or from transmissions via emails or attachments received from us.
- Any use of websites linked to the Website or the other Services but operated by third parties.
In no event, including but not limited to negligence, shall Smiley Tummy or its affiliates, suppliers, clients, or licensors (collectively, the "protected entities") be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the Services or the content, materials and functions related thereto, your provision of information via the Services, or lost business or lost sales, or any errors, viruses or bugs contained in the Services, even if such protected entity has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the above limitations may not apply to certain users. In no event shall the protected entities be liable for or in connection with any content posted, transmitted, exchanged or received by or on behalf of any user or other person on or through the Services.
These Terms are effective and were last updated on December 8th, 2015.
© 2015 Smiley Tummy Ltd.