TERMS AND CONDIIONS
These Terms and Conditions govern, and shall apply throughout the course of, the agreement between carpet1st.co.uk, a trading name of The Metro Group whose registered office is Metro House, 21 Chorley New Road, Bolton, BL1 4QR ("carpet1st.co.uk") and a sole trader trading as sss whose address is as per the carpet1st.co.uk application form (the "IFR") (together, the "Parties") in relation to the hosting and management of the carpet1st.co.uk linked site (the "IFR Site") (the "Agreement").

By setting up and using the IFR Site the IFR is deemed to have accepted these Terms and Conditions in full.

1.1

In these Terms and Conditions, the following definitions will apply (unless the context otherwise requires):-

“Barclays”	Means the Barclaycard electronic PDQ facility
"Commencement Date"	means the date the IFR site goes live
"Intellectual Property Rights"	means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
"Prices"	means the product prices provided to carpet1st.co.uk by the IFR from time to time for incorporation in the Site.
"IFR Site"	means the linked website to be hosted by carpet1st.co.uk pursuant to this Agreement.
"Site Content"	means all text, company information, information, images, or audio or video material incorporated into the Site by carpet1st.co.uk but excluding the Prices.

1.2

In these Terms and Conditions:-

1.2.1	words denoting any gender shall include all genders;
1.2.2	words denoting the singular shall include the plural;
1.2.3	references to persons or undertakings shall include individuals bodies corporate (wherever incorporated), unincorporated associations, partnerships and other unincorporated bodies;
1.2.4	references to any statute or statutory provision shall be deemed to include references to any statute or statutory provision which amends, extends, consolidates or replaces the same;
1.2.5	references to clauses are to clauses of these Terms and Conditions.

IFR SITE HOSTING AND MANAGEMENT

The IFR Site will be hosted and managed as follows:-

carpet1st.co.uk will host, design and maintain the IFR Site while the IFR will be responsible for supplying the prices for the products on the IFR Site.

The IFR Site is linked to and accessed from the carpet1st.co.uk site. It is identified as one of up to five sites following the consumer inputting a postcode.

carpet1st.co.uk has at its complete discretion the exclusive right to modify the design of and develop the IFR Site

The IFR will input prices into the IFR Site via a menu of online maintenance facilities. The order for goods is automated following the placing of an order by the consumer and confirmation of payment from Barclays.

The site will be backed up in the normal course of business in accordance with carpet1st.co.uk procedures

WARRANTIES

3.1

Each of the parties warrants to the other that it will carry out its obligations as set out in Clause 2 with reasonable skill and care.

3.2

Whilst carpet1st.co.uk will use all reasonable endeavours to make the IFR Site available at all times, carpet1st.co.uk gives no guarantee that the IFR Site will be available at all times or any particular time.

3.3

These Terms and Conditions set out the full extent of each Party's obligations and liabilities in respect of the Agreement. All conditions, warranties or other terms concerning the IFR which might otherwise be implied are hereby expressly excluded.

THE IFR'S RESPONSIBILITIES

The IFR shall be responsible for the accuracy of the Prices.

VARIATIONS

No variation to these Terms and Conditions shall be effective unless made in writing and signed by duly authorised representatives of both parties.

LIMITATIONS OF LIABILITY

6.1

Subject to Clauses 6.2, 6.3 and 6.4, carpet1st.co.uk shall have no liability to the IFR in respect of any claims arising out of or in connection with the Agreement (including without limitation as a result of a breach of contract, negligence or any other tort, under statute or otherwise).

6.2

Subject to Clause 6.4, carpet1st.co.uk will not be liable for any loss caused directly or indirectly by the unavailability of the IFR Site.

6.3

Subject to Clause 6.4, carpet1st.co.uk will not be liable to the IFR for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect, consequential or special loss or damage.

6.4

Nothing in these Terms and Conditions excludes, limits or restricts carpet1st.co.uk liability for death or personal injury resulting from the negligence of that party (or its officers, agents or employees) or any other matter in respect of which liability cannot by applicable law be limited.

INTELLECTUAL PROPERTY RIGHTS

carpet1st.co.uk retains all Intellectual Property Rights in the Site Content, and to the extent necessary to allow the IFR to benefit from the use of the IFR Site, grants the IFR a non-exclusive, royalty-free licence for the term of the Agreement to use such Intellectual Property Rights for the purposes of using the IFR site.

SITE CONTENT

8.1

carpet1st.co.uk shall use reasonable endeavours to ensure that the Site Content does not infringe any applicable laws, regulations or third party rights ("Inappropriate Content").

8.2

carpet1st.co.uk reserves the right to remove Site Content from the Site where it reasonably suspects such Site Content is Inappropriate Content

DATA PROTECTION

9.1

In this Clause 9, Personal Data has the meaning given in the Data Protection Act 1998.

9.2

carpet1st.co.uk warrants that, to the extent it processes any Personal Data on behalf of the IFR:

9.2.1	it shall act only on instructions from the IFR ; and
9.2.2	it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

10.

TERM AND TERMINATION

10.1

The Agreement shall come into effect on the Commencement Date and shall, subject to Clause 10.2, continue in full force and effect until terminated by:

10.1.1	the IFR giving no less than one calendar months' notice in writing to carpet1st.co.uk; or
10.1.2	carpet1st.co.uk on giving written notice to the IFR.

10.2

Either party may terminate the Agreement forthwith by notice in writing if:-

10.2.1	the other party is in breach of these Terms and Conditions and fails to remedy the breach (if capable of remedy) within 30 days of written notice of the breach being given by the party not in breach; or
10.2.2	the other party becomes subject to a voluntary arrangement under Section 1 of the Insolvency Act 1986, becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income, passes a resolution for its winding up or has a petition presented to any court for its winding up or for any administration order; or
10.2.3	the other party enters into any composition or arrangement (whether formal or informal) with its creditors, has a bankruptcy order made against it, is the subject of an application for an interim order under Section 253 of the Insolvency Act 1986, has an interim receiver of his property appointed under Section 286 of the Insolvency Act 1986; or
10.2.4	the other party enters into a voluntary arrangement under Clause 4 of the Insolvent Partnership Order 1994 (the "Order"), has a petition presented to any court for its winding up under Clause 7 or 8 of the Order, has a petition presented to any court for an administration order under Clause 6 of the Order, has presented a petition for winding up under Clause 9 or 10 of the Order or presents a joint bankruptcy order under Clause 11 of the Order.

11.

CONSEQUENCES OF TERMINATION

11.1

Termination of the Agreement for any reason shall be without prejudice to any right or remedy of either party which may have accrued prior to such termination.

11.2

On termination of the Agreement all licences granted by carpet1st.co.uk under the Agreement shall terminate immediately.

11.3

Notwithstanding termination of the Agreement for any reason, the following provisions in these Terms and Conditions shall continue in full force and effect: Clause 7 (Intellectual Property Rights), Clause 11 (Consequences of Termination) and Clause 17 (Confidential Agreement).

12.

ENTIRE AGREEMENT

12.1

Each Party acknowledges that these Terms and Conditions constitute the entire agreement and understanding between the parties with respect to the subject matter of the Agreement.

12.2

The IFR agrees that in agreeing to be bound by these Terms and Conditions, it is not relying on any statements, warranties, or representations given or made (whether negligently or innocently and whether express or implied), or any acts or omissions by or on the part of any other Party in relation to the subject matter of the Agreement, except those expressly set out in these terms and conditions and it shall have no rights or remedies with respect to such subject matter otherwise than under these terms and conditions.

13.

SEVERABILITY

In the event that any term, condition, provision or clause of these Terms and Conditions shall be nullified or made void by any statute, regulation or order or by the decision or order of any Court having jurisdiction, the remaining terms, conditions, provisions and clauses shall remain in full force and effect.

14.

WAIVER

14.1

A failure by a party to exercise, or a delay in exercising, any right or remedy under these Terms and Conditions shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies which that party may otherwise have and no single or partial exercise of any right or remedy under these Terms and Conditions shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

14.2

Any waiver of a breach of any of the terms of these Terms and Conditions or of any default under these Terms and Conditions shall not be deemed a waiver of any subsequent breach or default and shall not affect the other terms of these Terms and Conditions.

15.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

15.1

15.1 A person who is not party to the Agreement (a "Third Party") shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 ("the Act") to enforce any term of these Terms and Conditions. Any right or remedy of a Third Party which exists or is available apart from the Act is not affected.

16.

NOTICES

16.1

Any notice or other communication under or in connection with the Agreement shall be in writing in the English language and shall be delivered personally or sent by pre-paid registered or recorded delivery post or by email to the party intended to receive the notice or communication at its address set out in Clause 16.3 or such other address as that party may specify by notice in writing to the party giving the notice.

16.2

In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given:-

16.2.1	if delivered personally, when left at the address referred to in Clause 16.3;
16.2.2	if sent by mail, two days after posting it;
16.2.3	if sent by email, immediately upon transmission of a delivery receipt provided (i) the sender was not aware that the recipient would be away from the office, (ii) the sender has not received an 'out of office' reply (and does not attempt to send another email during the period during which the intended recipient has notified the sender that s/he is away from the office in such out of office reply) and (iii) a copy of the notice or communication is also sent by mail in accordance with Clause 16.2.2 within 24 hours following the despatch of the email.

16.3

Each Party's address for service is:-

16.3.1	for the IFR:- Email address: as set out in the IFR website Postal address: as set out in the IFR website
16.3.2	for carpet1st.co.uk:- Email address: info@carpet1st.co.uk Postal address: Metro House, 21 Chorley New Road, Bolton, BL1 4QR
Any Party may (by notice) notify the other of any change to its address for service.

17.

CONFIDENTIALITY

Both parties acknowledge that these Terms and Conditions which govern the Agreement are confidential and each party undertakes not to disclose any details of these Terms and Conditions to any third party without the prior written consent of the other.

18.

GOVERNING LAW

The parties agree that any disputes arising under or in any way connected with the subject matter of these Terms and Conditions shall be subject to English law and to the exclusive jurisdiction of the English courts.