Terms and Conditions
Agreed Terms
Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
1 About us
1.1 Company details. JP McDougall & Co Limited Trading as Dulux Decorator Centre (company number 00254941) (we and us) is a company registered in England and Wales and our registered office is at The AkzoNobel Building, Wexham Road, Slough, United Kingdom SL2 5DS. Our main trading address is Dulux Decorator Centre, Manchester Road, Timperley, Altrincham, Cheshire WA14 5PG. Our VAT number is GB 238 4582 41. We operate the website www.duluxdecoratorcentre.co.uk.
1.2 Contacting us. To contact us telephone our customer service team at 0333 222 70 70 or e-mail duluxcustomerservices@akzonobel.com. How to give us formal notice of any matter under the Contract is set out in clause 16.2.
2 Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to your membership of Dulux Connect and the supply of Services by us to you (Contract). They also incorporate the Dulux Connect Code of Practice and Dulux Connect Code of Conduct and shall take precedence in the event of conflict. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
3 Our Services
3.1 Membership benefits. We reserve the right to add or remove Services under the Connect platform, with a 30 day notice period. All membership benefits offered will be provided in accordance with their respective Use Policy as issued by us from time to time.
3.2 Descriptions and illustrations. Any descriptions or illustrations on our site, in print and in supporting collateral are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
3.3 Compliance with description. Subject to our right to amend any description (see clause 3.3) we will supply the Services to you in accordance with the description for the Services appearing on our website or within any Use Policy in all material respects.
3.4 Changes to description. We reserve the right to amend the description of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.
3.5 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
3.6 Time for performance. We will use all reasonable endeavours to meet any performance dates specified, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
4 Your obligations
4.1 It is your responsibility to ensure that:
(a) payment is made for the provision of the Services;
(b) you co-operate with us in all matters relating to the Services;
(c) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(d) you comply with all applicable laws, including health and safety law.
4.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 4.1 (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 13 (Termination);
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
5 Services in UK only
5.1 Unfortunately, we are unable to perform the Services at addresses outside the UK.
6 Charges
6.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 6.
6.2 The Charges are the prices quoted of membership available on our site and shall comprise a duration of 12 months only, from the date of your purchase (the Term).
6.3 Each Term shall automatically renew at the expiry of the Term unless either party gives to the other written notice of termination at least thirty (30) days prior to expiry of the Term.
6.4 Our Charges may change from time to time, but changes will not affect membership once you have paid.
6.5 Our Charges are exclusive of VAT. Where VAT is payable in respect of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
7 How to pay
7.1 Dulux Connect membership comprises a 12-month period. Payment for the Services is in advance and will be applied to your DDC 360 account. We will take your payment upon acceptance of your Membership.
8 Complaints
8.1 If a problem arises or you are dissatisfied with the Services, we have a comprehensive complaints policy.
9 Intellectual property rights
9.1 All intellectual property rights in or arising out of or in connection with the Services will be owned by us.
9.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the Dulux Connect platform (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 9.2.
9.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
10 How we may use your personal information
10.1 We will use any personal information you provide to us to:
(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
10.2 Further details of how we will process personal information are set out in privacy policy.
11 Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
11.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
11.2 Subject to clause 11.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
11.3 Subject to clause 11.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid per Contract year.
11.4 We have given commitments as to compliance of the Services with the relevant specification in clause 3.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
11.6 Nothing in these Terms limits or affects the exclusions and limitations set out in our website terms and conditions of use.
11.7 This clause 11 will survive termination of the Contract.
12 Confidentiality
12.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.
12.2 We each may disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
13 Termination
13.1 Without limiting any of our other rights, and further to clause 6.3, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you breach any term of the Dulux Connect Code of Conduct, the Dulux Connect Code of Practice or the Dulux Decorator Centre 360 Terms and Conditions;
(d) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
(e) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(f) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
13.2 On termination of the Contract you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.
13.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
13.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
14 Events outside our control
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
15 Communications between us
15.1 When we refer to "in writing" in these Terms, this includes email.
15.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
15.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
15.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
16 General
16.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
16.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
16.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
16.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
16.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.