Terms and Conditions
These terms and conditions govern your use of our website; by
using our website, you accept these terms and conditions in full. If you
disagree with these terms and conditions or any part of these terms
and conditions, you must not use our website.
[You must be at least  years of age to use our
website. By using our website [and by agreeing to these terms
and conditions] you warrant and represent that you are at least
 years of age.]
(2) These terms and
These terms and conditions were created using a free
Website Contracts template. That template
is available for download from Website
(3) Licence to use website
Unless otherwise stated, we or our licensors own the
intellectual property rights in the website and material on the
website. Subject to the licence below, all these intellectual
property rights are reserved.
You may view, download for caching purposes only, and print
pages [or [OTHER CONTENT]] from the website for your own personal
use, subject to the restrictions set out below and elsewhere in
these terms and conditions.
You must not:
(a) republish material from this website (including
republication on another website);
(b) sell, rent or sub-license material from the website;
(c) show any material from the website in public;
[(d) reproduce, duplicate, copy or otherwise exploit material on
our website for a commercial purpose;]
[(e) edit or otherwise modify any material on the website;
[(f) redistribute material from this website [except for content
specifically and expressly made available for redistribution [(such
as our newsletter)].]
[Where content is specifically made available for
redistribution, it may only be redistributed [within your
(4) Acceptable use
You must not use our website in any way that causes, or may
cause, damage to the website or impairment of the availability or
accessibility of the website; or in any way which is unlawful,
illegal, fraudulent or harmful, or in connection with any unlawful,
illegal, fraudulent or harmful purpose or activity.
You must not use our website to copy, store, host, transmit,
send, use, publish or distribute any material which consists of (or
is linked to) any spyware, computer virus, Trojan horse, worm,
keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection
activities (including without limitation scraping, data mining,
data extraction and data harvesting) on or in relation to our
website without our express written consent.
[You must not use our website to transmit or send unsolicited
[You must not use our website for any purposes related to
marketing without our express written consent.]
(5) Restricted access
[Access to certain areas of our website is restricted.] We
reserve the right to restrict access to [other] areas of our
website, or indeed our whole website, at our discretion.
If we provide you with a user ID and password to enable you to
access restricted areas of our website or other content or
services, you must ensure that that user ID and password is kept
[We may disable your user ID and password in our sole discretion
without notice or explanation.]
(6) User generated content
In these terms and conditions, "your user content" means
material (including without limitation text, images, audio
material, video material and audio-visual material) that you submit
to our website, for whatever purpose.
You grant to us a worldwide, irrevocable, non-exclusive,
royalty-free licence to use, reproduce, adapt, publish, translate
and distribute your user content in any existing or future
media. You also grant to us the right to sub-license these
rights, and the right to bring an action for infringement of these
Your user content must not be illegal or unlawful, must not
infringe any third party's legal rights, and must not be capable of
giving rise to legal action whether against you or us or a third
party (in each case under any applicable law).
You must not submit any user content to the website that is or
has ever been the subject of any threatened or actual legal
proceedings or other similar complaint.
We reserve the right to edit or remove any material submitted to
our website, or stored on our servers, or hosted or published upon
[Notwithstanding our rights under these terms and conditions in
relation to user content, we do not undertake to monitor the
submission of such content to, or the publication of such content
on, our website.]
(7) Limited warranties
We do not warrant the completeness or accuracy of the
information published on this website; nor do we commit to ensuring
that the website remains available or that the material on the
website is kept up-to-date.
To the maximum extent permitted by applicable law we exclude all
representations, warranties and conditions relating to this website
and the use of this website (including, without limitation, any
warranties implied by law of satisfactory quality, fitness for
purpose and/or the use of reasonable care and skill).
(8) Limitations and exclusions of
Nothing in these terms and conditions will: (a) limit or exclude
our or your liability for death or personal injury resulting from
negligence; (b) limit or exclude our or your liability for fraud or
fraudulent misrepresentation; (c) limit any of our or your
liabilities in any way that is not permitted under applicable law;
or (d) exclude any of our or your liabilities that may not be
excluded under applicable law.
The limitations and exclusions of liability set out in this
Section and elsewhere in these terms and conditions: (a) are
subject to the preceding paragraph; and (b) govern all liabilities
arising under the terms and conditions or in relation to the
subject matter of the terms and conditions, including liabilities
arising in contract, in tort (including negligence) and for breach
of statutory duty.
[To the extent that the website and the information and services
on the website are provided free-of-charge, we will not be liable
for any loss or damage of any nature.]
[We will not be liable to you in respect of any losses arising
out of any event or events beyond our reasonable control.]
[We will not be liable to you in respect of any business losses,
including (without limitation) loss of or damage to profits,
income, revenue, use, production, anticipated savings, business,
contracts, commercial opportunities or goodwill.
[We will not be liable to you in respect of any loss or
corruption of any data, database or software.]
[We will not be liable to you in respect of any special,
indirect or consequential loss or damage.
You hereby indemnify us and undertake to keep us indemnified
against any losses, damages, costs, liabilities and expenses
(including without limitation legal expenses and any amounts paid
by us to a third party in settlement of a claim or dispute on the
advice of our legal advisers) incurred or suffered by us arising
out of any breach by you of any provision of these terms and
conditions[, or arising out of any claim that you have breached any
provision of these terms and conditions].
(10) Breaches of these terms and
Without prejudice to our other rights under these terms and
conditions, if you breach these terms and conditions in any way, we
may take such action as we deem appropriate to deal with the
breach, including suspending your access to the website,
prohibiting you from accessing the website, blocking computers
using your IP address from accessing the website, contacting your
internet service provider to request that they block your access to
the website and/or bringing court proceedings against you.
We may revise these terms and conditions from
time-to-time. Revised terms and conditions will apply to the
use of our website from the date of the publication of the revised
terms and conditions on our website. Please check this page
regularly to ensure you are familiar with the current version.
We may transfer, sub-contract or otherwise deal with our rights
and/or obligations under these terms and conditions without
notifying you or obtaining your consent.
You may not transfer, sub-contract or otherwise deal with your
rights and/or obligations under these terms and
If a provision of these terms and conditions is
determined by any court or other competent authority to be unlawful
and/or unenforceable, the other provisions will continue in
effect. If any unlawful and/or unenforceable provision would
be lawful or enforceable if part of it were deleted, that part will
be deemed to be deleted, and the rest of the provision will
continue in effect.
(14) Exclusion of third party
These terms and conditions are for the benefit of you and
us, and are not intended to benefit any third party or be
enforceable by any third party. The exercise of our and your
rights in relation to these terms and conditions is not subject to
the consent of any third party.
(15) Entire agreement
These terms and conditions [, together with our privacy
the entire agreement between you and us in relation to your use of
our website, and supersede all previous agreements in respect of
your use of this website.
(16) Law and jurisdiction
These terms and conditions will be governed by and
construed in accordance with English law, and any disputes relating to
these terms and conditions will be subject to the
of the courts of England and Wales.
(17) Registrations and authorisations
[We are registered with [TRADE REGISTER]. You can
find the online version of the register at [URL].
Our registration number is [NUMBER].]
[We are subject to [AUTHORISATION SCHEME], which is
supervised by [SUPERVISORY AUTHORITY].]
[We are registered with [Financial Services Authority].
Our professional title is [TITLE] and it has been granted
in the United Kingdom. We are subject to the [RULES]
which can be found at [URL].]
[We subscribe to the following code[s] of conduct: [CODE(S)
OF CONDUCT]. [These codes/this code] can be consulted
electronically at [URL(S)].
(18) Our details
The full name of our company is [Blackett Walker Ltd].
[We are registered in [England & Wales] under registration
Our [registered] address is [Unit 2, Gosforth Park Avenue.
Newcastle. NE12 8EG].
You can contact us by email to [email@example.com].
completed website terms and conditions should be easily accessible
on your website, preferably from every page. Ideally, from a
legal perspective, users should be asked to expressly agree to
these terms (e.g. by clicking an "I agree" button). This is
rarely done in relation to general website terms and
conditions. If however users have to register to enter a
restricted area of the website or to use functionality in the
website, you should ensure that they accept the terms and
conditions - e.g. by clicking "I accept" on an electronic version
of the terms and conditions. You should retain evidence of
the acceptance of the terms by each user.
 The use of
websites by minors can be legally problematic. There are a
number of different legal issues. For example, under English
law contracts may be unenforceable against minors. Another
issue concerns data protection. The law of data protection
imposes additional burdens in relation to the processing of any
personal data of a minor and in relation to the processing of
personal data provided by a minor. The effects of the law of
indecency may also depend upon whether a website is accessible by
minors. Obviously, the inclusion of a requirement in your
terms and conditions that minors refrain from using a website is no
guarantee that they will do so. Where your website is
directed at, or likely to be used by, minors, we recommend that you
seek specialist legal advice.
 Please note
that it is a condition of the use of this template that you either:
(i) retain this credit and these links; or (ii) pay
the appropriate licence fee in relation to each website on which
the document is used.
 The scope of
the licence to use will vary with the site. Consider
carefully exactly what your users should be allowed to do with your
website and material on your website.
 Where you
have content which is specifically available for redistribution, it
is usually a good idea to have a more detailed licence setting out
the redistribution rights.
 This section
should be included if your website or parts of your website have
(or will in future have) restricted access - e.g. a
password-protected area for members.
 This section
should be included if your website has a bulletin board, chat room,
comments feature, or similar user generated content
functionality. You will need to think carefully about, first,
the terms of the licence which the user grants to you, and second,
the restrictions you propose to place upon users.
provision is intended to disclaim editorial responsibility for user
content. This should (it is thought) give you a better chance
of gaining the protection of the general defences in Regulations
17-19 of the Ecommerce Regulations and the libel-specific defence
in Section 1 of the Defamation Act 1996.
and exclusions of liability are regulated and controlled by law,
and the courts often rule that particular limitations and
exclusions of liability are unenforceable. The courts are
particularly likely to intervene where a party is seeking to rely
on a limitation or exclusion of liability in a consumer contract or
in its standard T&Cs, but will also sometimes intervene where a
term has been individually negotiated. You should take legal
advice if you may wish to rely upon a limitation or exclusion of
liability, or if you want to exclude or limit - or purport to
exclude or limit - any liability to a consumer. Please note
that the guidance notes to this Section provide only an incomplete
and basic overview of this complex subject.
Exclusions and limitations of liability in UK B2B and B2C
contracts are regulated by The Unfair Contract Terms Act 1977
("UCTA"). Relevant legislation in the case of B2C contracts
also includes The Consumer Protection Act 1987 and The Unfair Terms
in Consumer Contracts Regulations 1999.
The courts may be more likely to rule that provisions excluding
liability - as opposed to those merely limiting liability - are
If there is a risk that any particular limitation or exclusion
of liability will be found to be unenforceable by the courts (for
example, because it may be unreasonable under UCTA), that provision
should be drafted as an independent term, and be separately
numbered from the other provisions.
It may improve the chances of a limitation or exclusion of
liability being found to be enforceable if the party seeking to
rely upon it specifically drew it to the attention of the other
party before the contract was entered into.
 Do not
delete this paragraph (except upon legal advice). Without
this paragraph, the specific limitations and exclusions of
liability will not usually be enforceable.
sort of exclusion is most unlikely to be enforceable.
should consider carefully the particular kinds of loss you want to
try to limit or exclude.
If you wish to try to limit/exclude for liability in respect of
reckless, deliberate, personal and/or repudiatory breaches of
contract, you should specify this in relation to the relevant
paragraph (for example, using the following wording: "The
limitations and exclusions of liability in this paragraph will
apply whether or not the liability in question arises out of any
[reckless, deliberate, personal and/or repudiatory] conduct or
breach of contract"). In some circumstances the courts will
find these types of limitations and exclusions to be unenforceable
(e.g. because unreasonable under UCTA).
"Consequential loss" has a special meaning in English law: it means
losses that, whilst not arising naturally from the breach, were
specifically in the contemplation of the parties when the contract
additional wording is useful, although users may think it unfair to
demand an indemnity where liability has not been proven - and in
many circumstances, for example in relation to consumers, it will
probably not be enforceable.
to the notices will not be retrospectively effective.
provision is designed to exclude any rights a third party may have
under the Contracts (Rights of Third Parties) Act 1999.
 If you
as well as terms and conditions. You should also refer here
to (for example) any terms of sale or terms of subscription which
relate to your website.
questions of what law governs a contract, and where disputes
relating to the contract may be litigated, are two distinct
terms and conditions have been drafted to comply with English law,
and the governing law provision should not be changed without
obtaining expert advice from a lawyer qualified in the appropriate
jurisdiction. (NB in some circumstances the courts will apply
provisions of their local law, such as local competition law or
consumer protection law, irrespective of a choice of law clause
specifying that a different law applies.)
"non-exclusive" jurisdiction if you may want to enforce the terms
and conditions against users outside England and Wales.
Otherwise, choose "exclusive jurisdiction". (NB in some
circumstances - particularly where you are contracting with a
consumer - your jurisdiction clause may be overridden by the
section can be deleted where The Electronic Commerce (EC Directive)
Regulations 2002 (aka the Ecommerce Regulations) do not
apply. Generally, the Regulations will apply unless a website
is entirely non-commercial - i.e. where a website does not offer
any goods or services and does not involve any remuneration (which
includes remuneration for carrying AdSense or other
Ecommerce Regulations provide that where you are "registered in a
trade or similar register available to the public" you must provide
"details of the register in which the service provider is entered
and his registration number, or equivalent means of identification
in that register".
Ecommerce Regulations provide that "where the provision of the
service is subject to an authorisation scheme" you must provide
"the particulars of the relevant supervisory authority".
Ecommerce Regulations provide that where "the service provider
exercises a regulated profession", it must provide "(i) the details
of any professional body or similar institution with which the
service provider is registered; (ii) his professional title and the
member State where that title has been granted; (iii) a reference
to the professional rules applicable to the service provider in the
member State of establishment and the means to access them".
Ecommerce Regulations provide that "a service provider shall
indicate which relevant codes of conduct he subscribes to and give
information on how those codes can be consulted
the Ecommerce Regulations, where the service provider undertakes an
activity that is subject to value added tax, the relevant
identification number must be disclosed.
companies must provide their corporate names, their registration
numbers, their place of registration and their registered office
address on their websites.
Sole traders and partnerships who carry on a business in the UK
under a "business name" (i.e. a name which is not the names of the
trader/partners or certain other specified classes of name) must
also make certain website disclosures: (i) in the case of a sole
trader, the individual's name; (ii) in the case of a partnership,
the name of each member of the partnership; and (iii) in either
case, in relation to each person named, an address in the UK at
which service of any document relating in any way to the business
will be effective.
All websites covered by the Ecommerce Regulations must provide a
geographic address (not a PO Box number) and an email