Shoot Ltd - Website Terms and Conditions
WEBSITE TERMS AND CONDITIONS
THIS DOCUMENT SETS OUT THE TERMS ON WHICH SHOOT LIMITED (“SHOOT”, “US”, “WE”) PROVIDES YOU (“YOU”, “YOUR”, “USER”) WITH ACCESS TO AND USE OF THE SERVICES LOCATED AT WWW.SHOOTGARDENING.COM (“WEBSITE”). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING THE SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS (“TERMS”).
IF YOU ARE USING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ACTING AS AN EMPLOYEE, YOU WARRANT THAT YOU ARE AUTHORISED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF YOUR EMPLOYER. THE SAME RIGHTS, LIMITATIONS AND RESTRICTIONS APPLY TO YOUR EMPLOYER. YOU AGREE THAT THESE TERMS ARE ENFORCEABLE AS IF THEY WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOUR EMPLOYER.
BACKGROUND
Shoot provides various gardening-related content, including a forum, a plant gallery, plant lists, care advice and a garden planner. We provide our content to you on a subscription basis, with each tier of subscription allowing access to different content and services. The below Terms set out how you can use the Website and/or Services, whether you are just visiting the Website, or logging in to use a Subscription. The Terms are split into three main sections:
Section A: applies to all Users of the Website, including if you are just browsing;
Section B: applies to all Subscribers of the Website and/or Services (including Collaborators of the Ultimate Toolkit Subscribers); and
Section C: only applies to Ultimate Toolkit Subscribers (and Collaborators) using the Website and/or Services.
1. Definitions
The following words and expressions shall have the following meanings:
“Charges” means the charges payable to Shoot in respect of the provision of the Paid Subscriptions, as set out on the Website from time to time (and incorporated into these Terms by reference);
“Collaborator” means an individual to whom an Ultimate Toolkit Subscriber is providing gardening-related services;
“Collaborator Account” means each individual account created by an Ultimate Toolkit Subscriber for a Collaborator permitting them access to and use of the Website and Services;
"Content" means any and all information (in all current and future formats) created by the Subscriber and submitted to Shoot including, without limitation, audio files; visual files; photos; drawings; designs; messages; forum postings; consumer Subscribers usernames and photos (if provided); and usernames, photos, business logos, business address, phone number, email address and other details for commercial Subscribers (if provided); documents; spreadsheets; presentations and advice of all nature;
“Contract” means the contract between Shoot and you in respect of the relevant and applicable Services and which comprises these Terms and the Subscription details and pricing available here;
“Data Protection Laws” means all data protection and privacy laws and regulations applicable to the performance of its obligations set out under these Terms, including but not limited to the UK GDPR and the Data Protection Act 2018 and all other subordinate and successor legislation and regulations thereto;
“Intellectual Property Rights” means all intellectual property rights including without limitation, performer’s reproduction rights, performer’s distribution rights, performer’s rental rights and performer’s lending rights (collectively referred to as “Performer’s Property Rights”), patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how and in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;
“Network” means the electronic communications network used by us to provide the Services;
“Paid Subscription” means a Subscription that is subject to Charges;
“Privacy Policy” means such policy in relation to data protection and privacy as is displayed on the Website from time to time;
“Purpose” means to copy, display, distribute, sub-licence, host, retain for archiving purposes, publish for Shoot’s own business purposes, including but not limited to purposes in respect of the Services and/or the Website;
“Services” means the services made available by Shoot to Unregistered Users and the Subscribers through the Website;
“Subscription” means the applicable free or paid subscription packages of the Services made available to Users, as more particularly described on the Website from time to time, and subject to the terms in Section B and C as applicable; and “Subscribe” and “Subscriber” etc. shall be construed accordingly;
“Ultimate Toolkit Subscription” means the applicable Subscription package made available to Ultimate Toolkit Subscribers, as more particularly described on the Website, and subject to the special terms set out in Section C;
“Unregistered User” means any person or business who has not registered on the Website and who views and Uses the Website without registering any personal information; and
“User” means any person or business who accesses the Website and/or Services including but not limited to Unregistered Users, Collaborators and Subscribers, “Use” and “Using” etc. shall be construed accordingly.
SECTION A – GENERAL CONDITIONS FOR ALL USERS
This Section A applies to all Users of the Website, whether you are just visiting our website for the first time, checking what Subscriptions we offer, or logging in to Use one of our Subscription tiers.
A1 INFORMATION ABOUT US
A1.1 This Website (and its domain name) is owned and managed by Shoot and/or its licensors.
A1.2 Shoot Limited is registered in England and Wales under company number 05151614 and with our registered office and main trading address at 14 Weller Street, London, SE1 1QU.
A2 REGISTRATION AND ACCESS TO THE SERVICE
A2.1 To Use the Website, you must be:
A2.1.1 legally capable of entering into binding contracts; and
A2.1.2 not in any way prohibited by any applicable law to enter into these Terms.
A2.2 By Using the Website and/or the Services, you warrant that you have the right, authority and capacity as specified in clause A2.1 to enter into and be bound by these Terms.
A2.3 You may at our sole discretion, access certain features and elements of the functionalities of the Services as an Unregistered User.
A2.4 In the event you wish to access additional features and functionalities of the Services, you shall be required to register your details with Us as a Subscriber and pay any Charges that may apply. Section B (and Section C where applicable) shall then apply to your Use of the Website.
A2.5 We reserve the right at our reasonable discretion, and for any reason whatsoever to refuse access to the Website and/or Services or part thereof.
A3 OUR OBLIGATIONS TO YOU
A3.1 We shall use commercially reasonable endeavours to make the Website and/or Services and any additional service that we agree to provide available to you at all times, but we cannot guarantee an uninterrupted and fault free service.
A3.2 Our ability to provide the Services and the availability of the Website may be impaired by conditions or circumstances that are beyond our control, including, without limitation third party service providers, geographic or atmospheric conditions, local physical obstructions, software and hardware features or functionality of your personal computer operating system and the number of other Users accessing and/or logging onto the Website, server and Network at the same time.
A3.3 The Network is not controlled by Shoot and may from time to time be upgraded, modified, subject to maintenance work or otherwise amended by the owner of the Network. Such circumstances may result in the Services and/or the Website being temporarily unavailable and your access suspended. Shoot will take reasonable action to minimise the disruption caused by such circumstances, but some such interruptions may be unavoidable.
A3.4 We reserve the right to make changes to the Services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Services and/or the Website.
A3.5 Shoot also reserves the right from time to time to monitor your Use of the Website and/or Services as set out in Shoot’s Privacy Policy which is available by clicking here.
A4.1 You shall:
A4.1.1 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the Network;
A4.1.2 not re-sell, promote for resale or for any commercial use the Services and/or the Website or engage in any other similar commercial activities unless otherwise permitted by Shoot;
A4.1.3 comply with instructions issued by Shoot (or its employees or representatives) from time to time relating to the Website and/or Services;
A4.1.4 co-operate with reasonable security or other checks or requests for information made by Shoot from time to time;
A4.1.5 not use the Website and/or Services to do anything that will infringe the rights of any parties, including without limitation, Shoot's or any third party’s Intellectual Property Rights, or anything which may cause injury to, invade the privacy of or otherwise violate the rights of any person;
A4.1.6 not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Website or any Services provided via, or in relation to, our Website. This includes using (or permitting, authorising or attempting the use of):
• Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Website or any data, content, information or Services accessed via the same.
• Any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).
This clause A4.1.6 shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us;
A4.1.7 not use any information obtained using the Website and/or the Services otherwise than in accordance with these Terms;
A4.1.8 contact our customer services immediately by emailing us at Shoot@shootgardening.com if you suspect fraudulent, unlawful or illegal use of the Website and/or the Services;
A4.1.9 notify Shoot immediately of any circumstances where any Intellectual Property Rights or any other rights of any third party or Shoot may have been infringed;
A4.1.10 use the information retrieved from the Services and/or the Website at your own risk and be solely responsible for any illegal conduct, infringement of any third party or Shoot’s Intellectual Property Rights and/or any breaches in any applicable laws and legislations resulting from your Use of the Website;
A4.1.11 not do anything which involves the transmission of junk mail, chain letters, unsolicited mass mailing, instant messaging, “spimming” or “spamming”; and
A4.1.12 You shall comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations.
A4.2 Shoot reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the terms set out in this clause A4.
A5.1 Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Shoot to you, any Intellectual Property Rights owned by and/or licensed to Shoot, and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Shoot and/or its licensors.
A5.2 You are expressly prohibited from:
A5.2.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Website;
A5.2.2 removing, modifying, altering or using any registered or unregistered marks/logos owned by or licensed to Shoot; and
A5.2.3 doing anything which may be seen to take unfair advantage of the reputation and goodwill of the Website and/or Service or could be considered an infringement of any of the Intellectual Property Rights owned and/or licensed to Shoot without first obtaining the written permission of the owner of such Intellectual Property Rights.
A6 TERMINATION
A6.1 Shoot reserves the right to suspend and/or terminate your access to the Website and/or the Services immediately on notice if:
A6.1.1 the Network owner ceases to make the Network available to Us;
A6.1.2 we believe that there has been fraudulent use, misuse or abuse of the Website and/or the Service, including any breach of clause A4;
A6.1.3 we believe that you are re-selling or promoting the Services for resale or if you are otherwise engaged in other similar and/or commercial activities in breach of the permissions granted to you under your Subscription.
A7 DISCLAIMER
A7.1 The Website may include facts, views, opinions, advice and recommendations from Subscribers which may or may not be endorsed by Shoot and Shoot shall to the maximum extent permitted by law exclude all liability in respect of the reliability, legality, legitimacy, accuracy, correctness, defamatory nature, completeness, timeliness or otherwise of all Content and information published or made available to you on the Website and/or the Services.
A7.2 All information published on the Website and/or made available through the Services including without limitation the Content, is intended as information only and does not in any way constitute advice of any nature. Your use and reliance on the information made available on the Website and/or through your use of the Service shall be at your own risk and Shoot shall not be liable whatsoever for any damages and loss which you may incur as a result of or in connection with your use and reliance on such information and/or Content.
A8 EXCLUSION OF WARRANTIES AND LIABILITIES
A8.1 Unless expressly provided to the contrary in these Terms and to the maximum extent permitted by law, Shoot excludes all representations, warranties, obligations and liabilities in connection with the information provided through the use of the Service and/or the Website, including but not limited to warranties of satisfactory quality, non-accuracy, completeness, reliability, fitness for a particular purpose or otherwise.
A8.2 Links to third party websites may from time to time appear on the Website. Such third party websites are not the responsibility of Shoot and Shoot accepts no responsibility for the availability, suitability, reliability or content of such third party websites and does not necessarily endorse the views expressed within them.
A9 PRIVACY POLICY
A9.1 Shoot processes personal data (as such term is defined in the Data Protection Laws) which it collects as a data controller (as the term is defined in the Data Protection Laws) in the course of providing the Services. Where data is processed by Shoot as a data controller, such processing is carried out in accordance with Shoot’s Privacy Policy which is available by clicking here. Shoot processes such categories of personal data as are described in the above referenced Privacy Policy and the terms of the Privacy Policy form part of these Terms and you agree to be bound by them.
A10 GENERAL
A10.1 Shoot may alter or amend these terms and conditions by giving reasonable notice on the Website. By continuing to Use the Services and/or the Website after expiry of the notice period, you will be deemed to have accepted any amendment to these Terms. If, on receipt of such notice, you wish to terminate your agreement with Shoot, you may do so by giving Shoot notice of termination, such termination to take effect on the date upon which the amended terms and conditions would otherwise have come into effect.
A10.2 These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms.
A10.3 For consumers, if you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident (“Local Law”). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these Terms shall be governed by Local Law to that extent and any dispute or claim arising out of or in connection with these Terms under such Local Law provision shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.
A10.4 These Terms do not create any rights under the Contracts (Rights of Third Parties) Act 1999 ("Act") which are enforceable by any person who is either not a party to them or who is not a provider of the relevant goods and/or services.
A10.5 You should print and keep a copy of these Terms, which (in addition to the Subscriber benefits and pricing of your Subscription available here form the entire agreement between you and Shoot and supersede any other communications or advertising in respect of the Service and/or the Website.
A10.6 No delay in exercising or non-exercise by you and/or Shoot of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Shoot’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.
A10.7 If any part of these Terms is held to be unenforceable, that part shall, where possible, be amended to the extent required to give effect to the intent of the parties, and the remaining Terms shall continue in full force and effect.
A10.8 Shoot shall not incur any liability to any User on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Shoot. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.
SECTION B –SUBSCRIBER CONDITIONS
These Section B terms shall apply to all Subscribers (whether on a paid or free Subscription) and are in addition to the general terms at Section A.
B1 FORMATION OF THE CONTRACT BETWEEN YOU AND SHOOT
B1.1 In consideration for:
B1.1.1 In the case of free Subscriptions, marketing, participation in the forums and any other contribution to the Website;
B1.1.2 In the case of paid Subscriptions, the payment of Charges;
Shoot shall provide the Services accessible through the Subscription package for which you have registered.
B1.2 Where you have opted for a free Subscription, you will be required to verify your email address before we provide you with access to our Services.
B1.3 The date for the commencement of your Contract with Us shall be the date of registration of your details with Us and such Contract shall be effective and in force until terminated by either party in accordance with these Terms.
B1.4 Notwithstanding the foregoing, we reserve the right at our sole and absolute discretion and for any reason whatsoever to accept or reject your application as a Subscriber.
B1.5 You are entitled to, subject to the terms herein, upgrade your Subscription (as applicable) at any time during the term of your Contract.
B2 YOUR OBLIGATIONS TO US
B2.1 Where you Use the Website and/or Services as a Subscriber, you undertake:
B2.1.1 to provide to us true, correct and accurate information when registering for the Subscription;
B2.1.2 to promptly inform us or make the necessary changes on your account in the event that any information that you have provided to us changes or becomes inaccurate;
B2.1.3 not to submit Content of whatsoever nature on the Website which is or may be construed to:
a. promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
b. harass or advocate harassment of another person;
c. display pornographic or sexually explicit material of any kind;
d. promote any conduct that is abusive, threatening, obscene, defamatory or libellous;
e. promote any illegal activities including but not limited to violating someone else’s privacy or providing or creating computer viruses; and
f. solicit password or any other personally identifying information from other users of the Website and/or Services for unlawful and illegal purposes.
B2.2 Shoot has the sole and absolute discretion to accept, modify, edit, vary, re-format, or reject the Content submitted to it by the Subscriber for the publication of such Content on its Website.
B2.3 Subscribers require login details to access certain features and functionalities of the Website and/or Services, including a username and password. You may not share your account and/or log in details with any third party, and shall keep your login details confidential and secure. Without prejudice to Shoot’s other rights and remedies, we reserve the right to promptly disable your login details and suspend your access to the Website and/or Services (in part or in whole) in accordance with clause B5 if we have reason to believe that you have breached this clause B2.3.
B2.4 For the avoidance of doubt, and notwithstanding clause B2.3 above, you shall at all times be fully liable to Shoot for your breach of these Terms and for the additional Subscription Charges that apply if a third party Uses your login details to access the Website and/or Services.
B3 SHOOT RESOURCES
B3.1 We provide all our Subscribers with access to free help and training videos, live webinars and our forum (“Resources”).
B3.2 We are the owner or the licensee of all Intellectual Property Rights in the Resources published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
B3.3 Our webinars are only available to join and watch live. We may at our sole discretion share the webinars with Subscribers.
B3.4 You may download our Resources for your personal Use, and you may draw the attention of others within your organisation to such Resources as long as you make it very clear that our Website is the source of the Resources you are sharing.
B3.5 You must not modify the Resources downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
B3.6 Our status (and that of any identified contributors) as the authors of the Resources must always be acknowledged.
B3.7 If you print off, copy, download, share or repost any part of our Website other than as set out in these Terms, your right to use our Website and/or Services will cease immediately and you must, at our option, return or destroy any copies you have made.
B3.8 We offer 1:1 support sessions which are subject to a fee as set out on the Website. You agree that any reliance on the support and guidance provided is at your own risk and that we shall not be held liable for any consequences resulting from actions taken or not taken by you.
B4 SUBSCRIPTION CHARGES
B4.1 Paid Subscriptions are subject to Charges. You shall pay for the Paid Subscriptions in advance using your credit card, debit card, or any other acceptable method of payment, as set out on the Website. We reserve the right to withhold or cease provision of the Services where payment has not been received. Save as expressly stated in Clause B5, all Charges are non-refundable.
B4.2 Your Paid Subscription shall automatically renew at the end of the Subscription period (the Subscription period being, for example, a one year Subscription). In order to automatically renew your Paid Subscription, Shoot shall automatically charge you for the next period by using the details of your debit or credit card which you used to pay for the first period. If your debit or credit card details have changed since your last use on the Website, Shoot will not be able to automatically renew your Paid Subscription. In such case, Shoot may (but is not obliged to) send you a reminder email so you can update your payment details. If Shoot cannot renew your Paid Subscription, your access to the Website and/or Services may be suspended until payment is received.
B5 CONSUMER CANCELLATION RIGHTS
B5.1 If you are a consumer, you have a legal right to cancel a Subscription under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) within fourteen (14) days after the day the Contract for the Subscription is formed (“Cancellation Period”). You can notify us of your decision to cancel the Subscription by writing to us by email at Shoot@shootgardening.com or by clicking ‘cancel’ under the ‘Account & Billing’ tab in your account. Valid cancellation by you will be effective from the date you sent us the e-mail. Advice about your legal right to cancel a Contract is available from your local Citizens' Advice Bureau or Trading Standards office.
B5.2 When you pay the relevant Charges for your Shoot Subscription, you acknowledge and agree that you are clearly asking Shoot to immediately start providing access to the Website and/or Services before the end of the Cancellation Period, because, on payment of the relevant Charges, you can immediately access the Services via the Website.
B5.3 If you cancel a Subscription during the Cancellation Period as described in clause B5.1 above, you will already have started accessing your Subscription when you cancel (see clause B5.2). You will receive a refund of the Charges less a pro rata proportion of the Charges representing the provision of the Services up to and including the date you cancel a Paid Subscription in accordance with clause B5.1.
B5.5 Your Subscription will be valid for the Subscription period. We will send you an email reminder 3 months before your Subscription is due to expire for you to renew your Subscription. If you opt to cancel your Subscription after the renewal date (“Renewal Cancellation”), you may cancel it either by writing to us by email at Shoot@shootgardening.com or by clicking ‘cancel’ under the ‘Account & Billing’ tab in your account. A Renewal Cancellation will be effective from the following month after the Renewal Cancellation request is made. You will receive a refund of the Charges less a proportion of the Charges up to the effective date of the Renewal Cancellation.
B5.6 Where you request a Renewal Cancellation under clause B5.5, we will process the refund due to you as soon as possible, and, in any case, within fourteen (14) calendar days from the effective date of the Renewal Cancellation.
B5.7 For the avoidance of doubt, clause B5 shall only apply to consumers.
B6 INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS
B6.1 Unless otherwise expressly set out to the contrary, all Intellectual Property Rights in the Content shall remain exclusively with you and/or your licensors.
B6.2 Subject to these Terms, you hereby grant Shoot a non-exclusive, perpetual, non-terminable, transferable, sub-licensable and royalty-free licence to use the Intellectual Property Rights owned by and/or licensed to you in the Content for the Purpose.
B6.3 You hereby unconditionally and irrevocably waive all moral rights attaching to the Content pursuant to Chapter IV of Part I of the Copyright, Design and Patents Act 1988 and any similar or corresponding rights.
B6.4 You hereby agree that Shoot may
B6.4.1 upon obtaining prior consent from you (such consent not to be unreasonably withheld), refer to you in any of its marketing material as a customer of Shoot and refer to the type of Services that Shoot has provided to you; and
B6.4.2 use any of your trademarks and/or logos in Shoot marketing and publicity materials for its publicity and marketing purposes.
B6.5 You hereby indemnify and shall keep Shoot indemnified against all losses, liabilities, costs and expenses (including without limitation legal costs) suffered or incurred by Shoot arising from in connection with any infringement of any third party Intellectual Property Rights by Shoot’s use and/or possession of the Content for the Purpose.
B7.1 Subject to clause B7.2 and B7.3 and unless otherwise expressly set out in these Terms, our Contract with you shall remain in force for the duration of your registration with us.
B7.3.1 we believe that you and/or someone using your login details has failed to comply with one or more of these Terms; or
B7.3.2 we believe that you have provided us with false, inaccurate or misleading information in respect of your registration and/or Use of the Website and/or the Service.
B7.4 If your Services have been terminated by Us in accordance with these Terms, your access to the Website and/or Services (in whole or in part) shall cease.
B8 EXCLUSION OF WARRANTIES AND LIABILITIES
For consumer Subscribers
You are a consumer if you are using our Website and/or Services for personal use. Where you are subscribing in the course of providing services to customers, or for your business, you are a commercial Subscriber. Please see clauses B8.5 to B8.9 below.
B8.1 If We fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Terms and such amount that we may pay to you for such loss or damage you suffer under or arising out of your Contract shall be limited in the aggregate to the greater of (i) the Charges paid by you to us under your Contract or (ii) five hundred pounds (£500.00).
B8.2 We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this Contract.
B8.3 Where you are a consumer Subscriber, you must only Use the Website and/or Services for your own private use. You agree not to use the Services for any commercial, business or re-sale purpose, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
B8.4 We do not exclude or limit in any way our liability for:
B8.4.1 death or personal injury caused by our negligence;
B8.4.2 fraud or fraudulent misrepresentation;
B8.4.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
B8.4.4 breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples).
For commercial Subscribers
B8.5 Nothing in these Terms limits or excludes our liability for:
B8.5.1 death or personal injury caused by our negligence;
B8.5.2 fraud or fraudulent misrepresentation; and
B8.5.3 any breach of the obligations implied by section 2 of the Supply of Goods and Services Act 1982.
B8.6 Shoot’s maximum aggregate liability to you under, arising from or in connection with your Contract, whether arising in contract, tort (including negligence) or otherwise, shall not exceed in aggregate the amount paid by you to Shoot in accordance with the terms herein in the twelve (12) months preceding the date of the claim.
B8.7 Subject to clause B8.5, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
B8.7.1 any loss of profits, sales, business, or revenue;
B8.7.2 loss or corruption of data, information or software;
B8.7.3 loss of business opportunity;
B8.7.4 loss of anticipated savings;
B8.7.5 loss of goodwill; or
B8.7.6 any indirect or consequential loss.
B8.8 In the event that you have a claim or right of action against any other User arising from their Use of the Website and/or Services, you agree to pursue such claim or action independently of and without any demands from Shoot, and you fully and completely release Shoot from all claims, liability and damages arising from or in any way connected to such claim or action.
SECTION C – SPECIAL CONDITIONS FOR ULTIMATE TOOLKIT SUBSCRIPTIONS
C1 The Services
C1.1 You shall not transfer, assign or sub-licence your Ultimate Toolkit Subscription.
C1.2 You may create Collaborator Accounts for sub-accounts related to your Ultimate Toolkit Subscription. You must get permission from each Collaborator to provide any of their personal information to us (e.g. name, email address). You hereby confirm that you have permission from the Collaborator to pass on their registration details to Shoot for the purpose of setting up the Collaborator Account.
C1.3 Creation of any Collaborator Account is subject to your Collaborator’s registration with Shoot and each Collaborator’s acceptance of these Terms. We reserve the right to refuse access to the Website and/or Services to any Collaborator that does not accept our Terms.
C1.5 You may restrict the Collaborator’s access to a garden to a specified period of time.
C2 Charges
C2.1 Where any Charges payable by you are based on the number of Collaborator Accounts held by you, such Charges shall be due annually in advance and are based on the number of Collaborator Accounts held by you on commencement of the relevant year.
C2.2 You shall pay for your Ultimate Toolkit Subscription annually in advance using your credit card, debit card, or any other acceptable method of payment, as set out on the Website. Except for consumers who can request a refund in accordance with clause B5, all Charges are non-refundable.
C3.1 To access a garden shared with you, you will be required to sign up with Shoot. If you already have a Shoot account, your Subscription will be upgraded to the Ultimate Toolkit Subscription.
C3.2 If an Ultimate Toolkit Subscriber sets an expiry date for your access to the garden, from the expiry date your Collaborator Account will be downgraded to a free Subscription account, and you will no longer have access to the garden.
C3.3 Where you have access to multiple gardens, you will remain on a Collaborator Account for the gardens you still have access to and your Collaborator Account will only be downgraded to a free Subscription account when you no longer have access to any gardens under an Ultimate Toolkit Subscription.
C4 Data Protection
This section shall apply only to Ultimate Toolkit Subscribers who are carrying out a business or who are a registered company, partnership or other such corporate body.
C4.1 You and Shoot shall comply with the Data Protection Laws.
C4.2.1 act strictly in accordance with your lawful and reasonable instructions (which may be received via your use of the Website and/or Services) unless applicable law requires otherwise, in which case Shoot shall inform you of that legal requirement before processing (unless that law prohibits such information on important grounds of public interest). Shoot shall inform you if it becomes aware of an instruction by you that, in Shoot’s opinion, infringes the Data Protection Laws.
C4.2.2 ensure that its personnel that are authorised to process the personal data in connection with the provision of the Website and/or Services have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
C4.2.3 implement appropriate technical and organisational security measures to protect the personal data in accordance with Data Protection Laws;
C4.2.4 enable you to access, rectify, erase, restrict and transmit the personal data processed by Shoot;
C4.2.5 if a data subject requests information from Shoot concerning the processing of personal data by you, promptly forward the request to you;
C4.2.6 provide reasonable assistance to enable you to comply with your obligations under Data Protection Laws, including using appropriate technical and organisational measures to assist you in responding to data subject access requests;
C4.2.7 make available to you all information necessary to demonstrate compliance with the obligations set out in this clause C4.2, and ensure that Shoot and/or any sub-processor will conduct audits using external auditors at least once per year.
C4.3 Shoot shall provide a storage service in respect of the personal information held within our database on your behalf. This storage service shall continue for five years after the date of termination of the Services. You may delete or request in writing the deletion or return of all personal data on termination of the Services or at any time following termination of the Services until the termination of the storage services. Where you have not deleted the personal data prior to the termination of the Services, Shoot will delete all personal data on termination of the storage services unless otherwise required by applicable law.
C4.4 You acknowledge and accept that the Collaborator (or any data subject to which the personal data relates) shall also have the right to withdraw their consent to the use of their personal data or information at any time and may request that Shoot permanently delete all information and data held about that Collaborator from Shoot’s systems. In the event that a Collaborator (or any data subject to which the personal data relates) exercises its rights in this clause C4.4, Shoot shall notify you and you shall promptly and permanently delete all information and data held about that Collaborator from Shoot’s systems. In the event that you have not done so within a reasonable time, and have not notified Shoot of your requirement for Shoot to retain the personal data along with your basis for doing so, Shoot shall remove such personal data as requested, and shall not be liable in any way for any loss or damage suffered you howsoever arising.
C4.5 You shall ensure that your collection and use of any personal data, accessed through the Website and/or the Services, complies with the Data Protection Laws. You hereby indemnify Shoot against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of your failure to comply with this clause C4.
C4.6 You hereby give Shoot a general consent to engage sub-processors to process your personal data. Shoot uses the following sub-processors:
Sub-processor | Purpose | Contact Details |
Amazon Web Services (AWS) | Host Shoot’s systems | Amazon Web Services EMEA SARL 38 avenue John F. Kennedy, L-1855 Luxembourg |
Stripe | Processing Subscription payments | https://stripe.com/privacy-center/legal#data-transfers https://stripe.com/legal/privacy-center#how-is-stripe-dealing-with-international-data-transfers 510 Townsend Street San Francisco California 94103 |
Red Bullet Web Development Ltd | Website support and maintenance | 18a Ivy Lane, Canterbury, Kent, CT1 1TU |
Where Shoot intends to change or add a new sub-processor it shall amend these terms to reflect the new sub-processor at least 30 days before transferring any personal data to a new sub-processor (“Sub-processor Notice Period”). You shall notify Shoot during the Sub-processor Notice Period if you object to the new sub-processor. If you do not object to the sub-processor during the Sub-processor Notice Period, you shall be deemed to have accepted the sub-processor. If you have raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within the Sub-processor Notice Period time, you shall have the right to terminate the Contract (including the Services) by giving 14 days’ notice in writing to Shoot. Where you provide a notice of termination in accordance with this clause C4.6, we will provide you with a refund of the Charges less a pro rata proportion of the Charges representing the provision of the Services up to and including the date you terminate the Contract. During the Sub-Processor Notice Period, Shoot shall not transfer any personal data to the sub-processor.
C4.7 Shoot shall enter into appropriate written agreements with all of its sub-processors on terms that include all the required obligations on data processors, as set out in the Data Protection Laws, including without limitation to ensure that the sub-processor will conduct audits using external auditors at least once per year. Shoot shall remain fully liable to you for the performance or non-performance of the sub-processors’ obligations.