Terms and Conditions
This Site is owned and operated by DIARY SYSTEMS LIMITED (trading as clock sushi) University Gate East, Park Row, Bristol BS1 5UB, under company number 06340390 ("clock sushi", "we" and "us"). These terms and conditions include general terms and conditions for use of this Site and the terms and conditions relating to the services including the Sushi Service between you and us. Please read these terms and conditions carefully. Your use of the Site and the purchase and/or use of the services including the Sushi Service will be subject to these terms and conditions.
Eligibility
You are only permitted to log onto the Site and use the Sushi Service if you live in the UK or the Republic of Ireland and you are 18 years of age or over.
Definitions
"End Customer" means a customer or potential customer of any Service Provider that has been given permission by a Service Provider to register for the Sushi Service;
"Service" means the service which you may either reserve or pay for through with the Sushi Service;
"Service Provider" means a business (including a sole trader) that has subscribed to the Sushi Service and has an existing and paid-up subscription;
"Sushi Service" means the service that we provide to you as a Service Provider or as an End Customer as applicable.
The Sushi Service
The purpose of the Site is to provide a facility whereby Services may be arranged, paid for and carried out by an independent Service Providers, and paid for (where that facility is made available) by an End Customer.
Our sole purpose in providing the Sushi Service is to facilitate the entering into of an agreement with the End Customer or Service Provider, with us acting as the Service Provider's agent.
As agent for the Service Provider, we administer the payment and ordering process, but the Service Provider shall at all times remain responsible for the provision of the Service reserved and or paid for. All sales of Services agreed by Service Providers and End Customers, and the legal contracts in respect of those sales, are between the Service Provider and End Customer only. Clock sushi acts in a purely intermediary capacity by providing a medium for contact and payment between Service Provider and End Customer. Accordingly, each of the Service Provider and End Customer agree that clock sushi will not be a principal interested in any transaction between the Service Provider and End Customer, (without limiting the other parts of these Terms of Use) will not therefore have any liability in connection with any contract for any Service.
Rules for Service Providers
If you are a Service Provider, the following rules apply:
General rules for paying subscribers.
If the type of subscription you have requires you to make a payment for such subscription the following applies. Our invitation to you to order a subscription to the Sushi Service is not an "offer" by us to sell you a subscription at the prices on the website. Instead when you complete the registration form, you make an offer to us to buy a subscription, which we can accept or reject. The order is finalised (and a legal contract is created between us) when we send a confirmatory email accepting your order. If there is a mistake in the subscription pricing on the website then, when we receive your order we will email you and set out the correct price and give you the opportunity to request a subscription at that price or you may decide not to subscribe. Unless otherwise agreed by us in advance in writing, you must be a business or sole trader that is established in the United Kingdom and the place of supply of services must be in the United Kingdom.
General rules for non-paying subscribers
If the type of subscription you have does not require you to make a payment for such subscription the following applies. Your subscription is premised upon an invitation by us to you. When you complete the registration form, you make an offer to us to register for a subscription, which we can accept or reject. The validity of your subscription is finalised (and a legal contract is created between us) when we send a confirmatory email accepting your order. Aside from the payment obligations, the terms governing your subscription to and use of the Sushi Service and the Site is no different as otherwise contained herein. Notwithstanding, we may agree with you a bespoke billing model (e.g. a click price per booking by an End Customer) which shall be agreed with you in advance, the details of which will be confirmed in the confirmatory email we send to you and which you agree will be binding.
Can I cancel my subscription?
Once your order is finalised, you cannot cancel it before the end of the subscription period you have requested, unless our service is not in accordance with these Terms of Use and that entitles you under normal legal rules to terminate your order.
Does my subscription renew automatically?
No. We will let you know in advance when you need to renew your subscription, together with any changes to the subscription charges. The subscription prices we agree with you will not change during the period for which you have ordered and paid for access to the Sushi Service. We can change the subscription prices for any other period by contacting you by email, and you should always check the latest pricing on the Site before registering or re-registering.
What happens when my subscription expires?
If your subscription ends and does not renew by you re-registering, then your right to use and access the Sushi Service will end automatically.
Suspending and termination your subscription
If you break any of these Terms of Use, we can immediately suspend your Sushi Service account and your access to the Site. If you flagrantly or persistently break any of these Terms of Use or if payments for subscription or subscription renewals are outstanding, we can terminate your Sushi Service account and your subscription and bar you from registering again. Where we suspend or terminate, we will not repay you any subscription fees or other charges that you have already paid. We may also, in our absolute discretion, terminate or suspend your subscription if we perceive any fact or allegation which might damage the reputation of clock sushi. Examples might include, but shall not be limited to, any allegation of misconduct, failure by you to attend a scheduled Service and any complaint about your Services. What we will do for you
We will use reasonable efforts to provide the Sushi Service to you, an interactive online diary system which you can log onto access and manage.
The Sushi Service will allow you to arrange, rearrange and cancel Services that are made available by you to End Customers. We also provide a booking mechanism for your End Customers to pay for the Services. The Site sets out the various options available for you, or your End Customers, to do this.
Legal relationship
The legal relationship for the provision of Services in return for payment exists between you and your End Customer. Clock sushi shall have no responsibility in relation to this legal relationship. So, for example, if your End Customer has booked a Service through the Site but fails to turn up to the Service, you will be responsible for arranging a refund (if any) with your End Customer.
All payments will take place through the clock sushi nominated payment provider, currently Google Checkout.
We do not make any representations that you will experience an increase or decrease in the number of End Customers bookings Services with you as a result of your subscription to clock sushi. Our total liability to you will be limited in the aggregate to the total subscriptions paid by you from time to time.
Rules for End Customers
If you are an End Customer, the following rules apply:
You are entitled to use the Sushi Service, because you have been invited to do so by your Service Provider. However, your use of the Sushi Service is subject at all times to our sole discretion. Subject to the restrictions imposed by us or your Service Provider, the Sushi Service will allow you to view the calendar of your Service Provider. Unless you pay for your Service, when you make a reservation in a Service Provider's calendar, this will not form a binding contract with that Service Provider. The Service Provider reserves the right to overrule, cancel and rearrange the reservation at his/her discretion.
Paying for Services
You may use the Sushi Service to purchase Services available from the Service Provider's diary by following the onscreen prompts after logging in to your personal area. You will have an opportunity to check and correct any input errors in your order up until the point at which you submit your order by clicking the "Google Checkout button" button on the Google Checkout page.
All requests for Services placed by you are subject to acceptance by us on behalf of the Service Provider. We may choose not to accept your request on behalf of the Service Provider for any reason and neither we nor the Service Provider will be liable to you or to anyone else in those circumstances.
After submitting an order to us, you will be sent an order acknowledgement email with your order reference, details of the Service you have ordered, (including location and time of the Service) and the Service Provider's contact details. Please note, the order acknowledgment email is merely an acknowledgement that your order has been placed and is not an acceptance of your order.
Acceptance of your order and the formation of a contract between you and the Service Provider will take place when you turn up to the Service Provider and the Service begins e.g. you arrive for a lesson with a tennis coach and you begin your lesson.
Prices and payment
The prices of Services advertised on the Site are as set out on the Site. All prices are in pounds (£) sterling, inclusive of VAT. Prices displayed are valid and effective only in the United Kingdom. Payment for your Service will not be deemed to be accepted until you have paid for it in full. Payment can be made by most major credit or debit cards, in accordance with the Google Checkout payment rules. Payment will be debited from your account upon placing of your order. However, the fact that payment has been debited will not bring into existence an agreement until your order has been accepted. On your credit/debit card statement the payee will appear as "Google * Clock Sushi". If your order is not accepted for any reason, any sum debited by us from your credit or debit card account will be credited back to your account, in full, as soon as possible.
By using a credit/debit card to pay for your order, you confirm that the card being used is yours. All credit/debit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of your card refuses to authorise payment we will not accept your order and we will not be obliged to inform you of the reason for the refusal. We are not responsible for your card issuer or bank charging you as a result of our processing of your credit/debit card payment in accordance with your order.
In the unlikely event that the price of any Service has been incorrectly advertised on the Site, we will contact you by email or telephone to ask whether you wish to proceed with the order at the correct price. If you are not happy to proceed, or we are unable to obtain your instructions, we will cancel the order. The Service Provider will not be obliged to supply Services at the incorrect price.
Your Service
When you turn up for for your Service at the place indicated by your Service Provider, you may be required to provide a copy of your reservation email so that the Service Provider may confirm your reservation and provide you with a receipted invoice if applicable.
If you are likely to be unable to attend the Service on the date set out in the reservation email you must contact the Service Provider, in advance, on the telephone number provided in the reservation email, so that the Service can be re-arranged for a mutually convenient date.
Cancellation and refunds
If you have paid for your Service in advance, you have the option to cancel or amend (subject to availability) your booking up to 24 hours before [RH1] your Service. You can do this by following the appropriate on screen prompts when you are logged in to your personal area. If you cancel or amend your booking within this time, you shall have the option (at your discretion) to either: (a) have a refund paid back to you in full with 7 days of your cancellation (which we will credit to the card that you used to pay for the Service); or (b) use the money that you have paid as a credit against a Service at another date. If you fail to attend the Service on the date set out in the acknowledgment email, or do not cancel or amend your Service time at least 24 hours before the start of your Service the money that you have paid shall be non- refundable.
Legal relationship
The legal relationship for the provision of your Service in return for payment exists between you and your Service Provider. Clock sushi shall have no responsibility in relation to this legal relationship. So, for example, if you pay for a Service through the Site but fail to turn up to the Service, you will be responsible for arranging a refund (if any) with your Service Provider.
All online payments will take place through the clock sushi nominated payment provider, currently Google Checkout.
We do not make any representations about the quality of the Service that your Service Provider provides, and are not responsible if the Service Provider does not turn up for a Service, is late, or does not provide the level of quality or Service you anticipated. You have a contract for the provision of the Service with the Service Provider, not with clock sushi and all complaints should be addressed to the Service Provider.
General rules for Service Provider and End Customer
Your password and security issues
Your registration as a user of Sushi Service is personal to you and cannot be transferred. We reserve the right to reject any registration in our sole discretion. You must keep your password confidential and secure. Anything done by someone who has used your User ID and password we will assume to have been done by you and you will be responsible for it. If you think your User ID or password has been compromised, or if you become aware of any unauthorized use of your account, you must tell us as soon as possible by emailing support@clocksushi.com
If you forget your password, you may request that a copy of your password is sent to the email address you have registered with clock sushi. You can do this by using the forgotten password link. We may ask you for certain for information to verify your identity. We reserve the right to reissue passwords in our sole discretion.
General use of the clock sushi service
All rights in the Sushi Service are reserved. No part of the Site may be copied, stored in a database or retrieval system, uploaded, transmitted, (re)published, used or distributed electronically, mechanically, by print, or any other means. You acknowledge that all copyright, trade marks, rights in databases and all other intellectual property rights in the clock sushi service shall remain vested in clock sushi. There are some other things which, because the clock sushi service is a valuable asset, you agree not to do.
You will:
- not use the Sushi Service in a way that breaks the law or which encourages anyone else to break the law;
- not use the Sushi Service in a way that means the Sushi Service is interrupted, damaged, rendered less efficient, or the functionality of the Sushi Service is in any way impaired;
- not use the Site or the Sushi Service to send any content or material that infringes any patent, copyright, trade mark right or other intellectual property right of a third party;
- not use the Site or the Sushi Service to send any computer viruses or other malicious or harmful code or any material which is defamatory, offensive, derogatory, or of a sexual, obscene, pornographic, harassing or menacing character, or in such a way as to cause annoyance, inconvenience or anxiety;
- spider, trawl the Sushi Service or the Site or seek to retrieve any data or content (including email addresses) other than through normal use of the Sushi Service;
- not alter or remove any copyright, trademark and other proprietary notices from, and not to add any proprietary notices to, the Site or the Sushi Service;
- that in the event that you have any right, claim or action against a Service Provider or End Customer (as applicable) you shall pursue such right, claim or action against that user independently of, and without recourse to, clock sushi; and
- not copy, translate, decompile, reverse engineer, disassemble or create derivative works from, the Sushi Service or try to do any of those things other than to the extent such acts cannot be prohibited under applicable law.
You will pay us all reasonable and foreseeable costs which we incur as a result of your breaking any of the restrictions in the list of bullet points above.
Content you send us
If you send us any text, images, data, video, sounds or other content or materials then you agree we can use, copy, modify, translate and publish them (or part of them) and allow others to do those things throughout the world at our discretion (and not necessarily in connection with clock sushi).
You will pay us all reasonable and foreseeable costs which we incur in defending any claim by a third party that our use of any contents or materials listed in the previous paragraph infringes that party's legal rights.
Up to date information
It is important that the information that you provide to us is kept up to date. This includes your mobile phone number, if you wish to have the SMS text facility (if you are a Service Provider), and your contact information.
The SMS Sushi Service for Service Providers
IMPORTANT: THE Sushi Service INCLUDES AN OPTIONAL SMS FACILITY FOR USE BY SERVICE PROVIDERS ONLY. THE SMS FACILITY, WILL INFORM YOU OF BOOKINGS WHICH HAVE BEEN MADE INTO YOUR DIARY BY END CUSTOMERS, AND ALLOWS YOU TO ACCEPT AND REJECT BOOKINGS AS WELL AS MAKE, CANCEL AND AMEND EXISTING, NEW AND AMENDED BOOKINGS. DEPENDING ON THE ACCOUNT PACKAGE YOU CHOOSE, WE WILL INCLUDE A PREDEFINED NUMBER OF TEXT MESSAGES EACH MONTH. ANY UNUSED ALLOCATION WILL EXPIRE AT THE END OF THE MONTH. IF YOU EXCEED THIS NUMBER OR IF YOU CHOOSE A PACKAGE WITH NO INCLUDED TEXT MESSAGES WE WILL SEND NO FURTHER MESSAGES UNTIL THE FOLLOWING MONTH UNLESS YOU CHOOSE TO PURCHASE ADDITIONAL TEXT MESSAGES. SUCH ADDITIONAL TEXT MESSAGES WILL EXPIRE AFTER ONE YEAR IF NOT USED. EACH TEXT YOU SEND REQUESTING OR CONFIRMING INFORMATION MAY BE CHARGED SEPARATELY ON YOUR MOBILE PHONE BILL, AT THE STANDARD RATE CHARGED BY YOUR NETWORK PROVIDER UNLESS IT IS INCLUDED IN IN YOUR CONTRACT WITH YOU NETWORK PROVIDER. YOU WILL BE ABLE TO DISABLE THE SMS FACILITY BY FOLLOWING THE STEPS SET OUT IN YOUR "UPDATE DETAILS" SECTION.
Security
We understand that you may have concerns about security on the Internet. This Site uses https to communicate with Google Checkout and offers the choice of http or https connections for bookings/diary management. All payment transactions will be processed on our behalf by Google Checkout, a part of the Google Group. This means that your credit/debit card details are provided to Google Checkout, not us. Google Checkout operates a secure server to process your payment details. Google Checkout encrypts your credit/debit card information and authorises payment. Please see www.google.co.uk/checkout/ for further information. We recommend that you do not communicate your payment card details to anyone, including us, by email. We cannot be responsible for any losses you may incur in transmitting information to us by Internet link or by email. Any such loss shall be entirely your responsibility.
If you have any additional queries about security, please email us at: support@clocksushi.com.
General legal bits for Service Providers and End Customers
Our liability to you is not excluded or limited for death or personal injury caused by our negligence or for statements we make knowing them to be untrue.
As we are only acting as the agent of the Service Provider, to the extent not prohibited by law, we will not be liable to you for any loss or other liability in relation to any Service and/or any Service Provider. Any claim or complaint you may have should be directed, in the first instance, to the Service Provider which is responsible for supplying the Service. Since all we can do is control the servers hosting the Sushi Service, we are not responsible if you cannot access it properly or at all because any elements outside our control are inadequate or functioning badly or not at all. These include the software, hardware and Internet or mobile network connections you use. If you cannot access or use the Sushi Service properly or at all because any of these reasons, we will not refund any money you have paid.
We may need to fix bugs, install updates and do general diagnosis and maintenance of the Sushi Service. We will try to do this kind of scheduled maintenance during what we anticipate will be relatively low levels of use. We also need to be able to do emergency maintenance and/or suspend access to the servers where, using our reasonable discretion as an online publisher, we see the need to do that. That could be because there are attempts to get round our security measures, because there is a serious problem with the functioning of the website or if we have a legal or regulatory issue with the Sushi Service or its content. We will try to have the Sushi Service available again as soon as we think it is safe to do so.
Software has bugs. Whilst we will monitor the Sushi Service and try to fix bugs that we spot or are notified to us, you accept that we cannot guarantee that the Sushi Service will be bug-free or will work all the time. We will not be treated as giving assurances about the Site or the Sushi Service just because some assurances may be customary in software or online access agreements.
Use of your personal data is subject to our Privacy Policy. Use of the Site and the Sushi Service by you is subject to our Terms of Use.
A person who is not a party to these Terms of Use has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Use but this does not affect any right or remedy of a third party specified in these Terms of Use or which exists or is available apart from that Act. Nothing in this section or elsewhere in these Terms of Use affects your statutory legal rights if you are a consumer.
Any formal legal notices should be sent to us at the address at the end of these Terms of Use by email. If a court or regulator decides any part of these Terms of Use is illegal or ineffective, all other parts will remain valid and in force.
If we decide not to take action after you break any of these Terms of Use, that will not prevent us taking action if you break the same or any other of these Terms of Use later.
These Terms of Use and any related matters are governed by and to be interpreted in accordance with English Law and we both agree that, if there is any legal dispute under Terms of Use or relating to the use of the Sushi Service, the English courts will have non-exclusive jurisdiction over such dispute or matter.
We reserve the right to change these Terms of Use from time to time without prior notice by changing them on the Site, provided that any such change will not affect any orders you have placed before the change is implemented.
These Terms of Use were last updated 16th April 2012
