TERMS & CONDITIONS

The MRJOEL.CO website is comprised of various web pages operated by MR JOEL LTD.

MRJOEL.CO is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of MRJOEL.CO constitutes your agreement to all such terms, conditions, and notices.

MODIFICATION OF THESE TERMS OF USE

MR JOEL LTD reserves the right to change the terms, conditions, and notices under which MRJOEL.CO is offered, including but not limited to the charges associated with the use of MRJOEL.CO.

LINKS TO THIRD PARTY SITES

MRJOEL.CO may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of MR JOEL LTD and MRJOEL.CO is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. MRJOEL.CO is not responsible for webcasting or any other form of transmission received from any Linked Site. MRJOEL.CO is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by MRJOEL.CO of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of MRJOEL.CO, you warrant to MRJOEL.CO that you will not use MRJOEL.CO for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use MRJOEL.CO in any manner which could damage, disable, overburden, or impair MRJOEL.CO or interfere with any other party’s use and enjoyment of MRJOEL.CO. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the MRJOEL.CO.

USE OF COMMUNICATION SERVICES

MRJOEL.CO may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.

Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.

Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.

Conduct or forward surveys, contests, pyramid schemes or chain letters.

Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.

Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

Restrict or inhibit any other user from using and enjoying the Communication Services.

Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

Violate any applicable laws or regulations.

MRJOEL.CO has no obligation to monitor the Communication Services. However, MR JOEL LTD reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. MR JOEL LTD reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

MRJOEL.CO reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Digital Trip’s sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. MRJOEL.CO does not control or endorse the content, messages or information found in any Communication Service and, therefore, MRJOEL.CO website specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized MR JOEL LTD spokespersons, and their views do not necessarily reflect those of MR JOEL LTD.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO MR JOEL.CO OR POSTED AT ANY MR JOEL LTD WEBSITE

MR JOEL LTD does not claim ownership of the materials you provide to MR JOEL LTD (including feedback and suggestions) or post, upload, input or submit to any MR JOEL LTD or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting MR JOEL LTD, its affiliated companies and necessary sub-licensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. MR JOEL LTD is under no obligation to post or use any Submission you may provide and may remove any Submission at any time.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

The information, software, products, and services included in or available through MR JOEL LTD may include inaccuracies or typographical errors. Changes are periodically added to the information herein. MR JOEL LTD and/or its suppliers may make improvements and/or changes in the MR JOEL LTD websites at any time. Advice received via the MR JOEL LTD websites should not be relied upon for personal, medical, legal or financial decisions and you should consult an appropriate professional for specific advice tailored to your situation.

MR JOEL LTD and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on MR JOEL LTD websites for any purpose. to the maximum extent permitted by applicable law, all such information, software, products, services and related graphics are provided “as is” without warranty or condition of any kind. MR JOEL LTD and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.

To the maximum extent permitted by applicable law, in no event shall MR JOEL LTD and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of MR JOEL LTD websites, with the delay or inability to use MR JOEL LTD websites or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through MR JOEL LTD websites, or otherwise arising out of the use of MR JOEL LTD, whether based on contract, tort, negligence, strict liability or otherwise, even if MR JOEL LTD or any of its suppliers has been advised of the possibility of damages. because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. if you are dissatisfied with any portion of MR JOEL LTD websites, or with any of these terms of use, your sole and exclusive remedy is to discontinue using MR JOEL LTD websites.

TERMINATION/ACCESS RESTRICTION

MR JOEL LTD reserves the right, in its sole discretion, to terminate your access to MR JOEL LTD Websites and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the UK and you hereby consent to the exclusive jurisdiction and venue of courts in UK in all disputes arising out of or relating to the use of MR JOEL LTD Websites. Use of MR JOEL LTD Websites is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and MR JOEL LTD as a result of this agreement or use of MR JOEL LTD websites. Digital Trip’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Digital Trip’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the MR JOEL LTD Web Site or information provided to or gathered by MR JOEL LTD with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and MR JOEL LTD with respect to the MR JOEL LTD Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and MR JOEL LTD with respect to the MR JOEL LTD Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

Any rights not expressly granted herein are reserved.

TERMS OF BUSINESS

1.These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by MR JOEL LTD a company registered in England and Wales under number 10170574 whose registered office is at 17 Lockyer House, Hemans Street, London, England, SW8 4SR (we or us) to the person buying the services (you).

2.You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.

3.You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

INTERPRETATION

4.A "business day" means any day other than a Saturday, Sunday or bank holiday.

5.The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

6.Words imparting the singular number shall include the plural and vice-versa.

SERVICES

7.We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.

8.We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

9.All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

YOUR OBLIGATIONS

10.You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.

11.If you do not comply with clause 10, we can terminate the Services.

12.We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

FEES AND DEPOSIT

13.The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.

14.In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.

15.You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.

16.The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

17.You must pay a deposit ("Deposit") as detailed in the quotation within 5 days of acceptance. (50% Deposit before the Service starts and the remaining 50% upon completition of the Service).

18.If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).

19.The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).

CANCELLATION AND AMENDMENT

20.We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the quotation, (unless the quotation has been withdrawn).

21.Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.

22.If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

23.If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

PAYMENT

24. We will invoice you for payment of the Fees either on the invoice dates set out in the quotation.

25.You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us. The Service will commence once the Deposit has been paid.

26.Time for payment shall be of the essence of the Contract.

27.Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.

28.All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

29.If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

30.Receipts for payment will be issued by us only at your request.

31.All payments must be made in British Pounds unless otherwise agreed in writing between us.

SUB-CONTRACTING AND ASSIGNMENT

32.We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

33.You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

TERMINATION

34.We can terminate the provision of the Services immediately if you:

a. commit a material breach of your obligations under these Terms and Conditions; or

b. fail to make pay any amount due under the Contract on the due date for payment; or

c.are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

d.enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para.14 of Schedule Bl of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

INTELLECTUAL PROPERTY

35. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

LIABILITY AND INDEMNITY

36.Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.

37.The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

38.We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

a.any indirect, special or consequential loss, damage, costs, or expenses or;
b.any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c.any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d.any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e.any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

39.You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

40.Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

CIRCUMSTANCES BEYOND A PARTY'S CONTROL

41. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

COMMUNICATIONS

42.All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

43.Notices shall be deemed to have been duly given:

a.when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;

c.on the fifth business day following mailing, if mailed by national ordinary mail; or

d.on the tenth business day following mailing, if mailed by airmail.

44. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party

NO WAIVER

45. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

SEVERANCE

46. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

LAW AND JURISDICTION

47. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.