General Terms and Conditions
apply to everyone
General Terms of Business
apply to members
apply to everyone
apply to members
These general terms of business (the “General Terms of Business”) apply to the delivery of services by 1Daylater to a client.
1.1The meanings of the following words and phrases which are widely used in these General Terms of Business shall be as set out below:
“Agreement” means these General Terms of Business together with any documents or other terms applicable to the Services (“Additional Terms”);
“1DayLater” or “we” “us” or “our” means 1DayLater Limited (incorporated in England and Wales as a limited liability company under the Companies Act 1985 with registered number 07001921);
“Customer” and “you” (and derivatives) means the means the person placing subscribing to the Services on the Web Site and, in respect of any customer that shall be a company, it shall be deemed to include any new holding company of the company;
“Other Beneficiaries” means any and each person or organisation (other than you) who is a beneficiary of the Services and any product thereof;
“Services” means the on-line time, money and mileage management and tracking software licensed by the Customer and provided through the Web Site and, where the context permits, shall include the Premium Services (as hereinafter defined).
“Web Site” means the Web Site operated by the 1Daylater, having the world wide web address “http://1daylater.com”.
1.2This legal notice applies to the entire contents of the Web Site and to any correspondence by e-mail between us and you. Please read these General Terms of Business carefully before using this Website. Using this Web Site indicates that you accept these terms without modification regardless of whether or not you choose to register with us as a member and constitutes you being a party to this Agreement. If you do not accept these terms, do not use this Web Site.
1.3The commencement of the Services is from the date you first register with us as a member. These General Terms of Business override any prior agreement or any terms and conditions or similar provisions contained or referred to in any correspondence between us or any course of dealing between us. All future dealings between us shall be on these General Terms of Business unless otherwise expressly agreed by us in writing.
1.4Each term (or part of a term) in these General Terms of Business shall be construed separately. If any part of these General Terms of Business is unenforceable or invalid, that shall not affect the validity or enforceability of any of the other General Terms of Business.
1.5Unless otherwise agreed in writing by us, these General Terms of Business shall apply to the exclusion of any terms and conditions stipulated or referred to by the Customer or any inconsistent terms and conditions implied by law or trade custom or course of dealing.
1.6We may alter or amend our terms and conditions upon giving reasonable notice in advance of such amendment taking effect. If upon receiving any notice, if you do not wish to continue with the Service, you may terminate the contract upon giving us notice, such notice to take effect upon the earlier of our receipt of your notice or the date upon which the amended terms and conditions would otherwise have taken effect. You will be deemed to have accepted any alteration and/or amendment if you continue to use the Service after the relevant period of notice has expired.
1.7These General Terms of Business may not be varied, amended or extended except by each of us in writing.
2.1You may become a member of the Service at no cost. As a member you will have the ability to participate in some, but not all, of the features and services available within the Service. In order to access additional features and services (“the Premium Service”), you must become a paying subscriber to the Service.
2.2Subscription to the Premium Service consists of a recurring period charges as agreed to by you. (“our Charges”). Please see the section of the Web Site headed ‘billing details’ for a description of the current Charges. This current published rate list forms part of the Additional Terms of this Agreement. We can change the Charges at any time but we will give you reasonable notice of this before we do so. If you are unhappy with any changes to the Charges you may terminate your membership by going to your dashboard (http://1daylater.com/dashboard), clicking the accounts tab and following the instructions, or by emailing us at subscriptions@1daylater.com
2.3By entering into this Agreement, you acknowledge that your subscription has an recurring payment feature and you accept responsibility for all recurring charges prior to cancellation and authorise 1DayLater.com to levy such charges. 1DAYLATER.COM IS ENTITLED TO SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORISATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE BY EMAIL THAT YOU HAVE TERMINATED THIS AUTHORISATION OR WISH TO CHANGE YOUR PAYMENT METHOD. Such notice will not affect charges submitted before 1DayLater.com reasonably could act to terminate your authorisation or change your payment method, go to http://www.1DayLater.com.
2.4You must terminate your recurrent periodic payment at least 5 working days before the date that your recurrent periodic payment is debited to ensure that you will not be charged for the next month. Whilst we will endeavour to cancel the payment sooner, we unfortunately cannot guarantee this and will be unable to refund you for any subsequent payment that is debited if you fail to cancel within the specified period
2.5If you cease to pay our Charges, we reserve the right to suspend or withdraw the Services from you or any person associated with you. In such circumstances we accept no liability for the effects of any suspension.
2.6The existence of any agreement between us and another person that our Charges will be paid by that other person will not absolve you from discharging all your obligations to us including payment of all our Charges.
2.7You shall register an account, providing us with your real name, address, phone number, e-mail address You warrant to us that the information you provide during the registration process (and any notification of change of such information) is true and correct.
2.8You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorised by you to use your account) and you are solely responsible for any use of or action taken under your password on this Site. If your password is compromised you must change your password.
2.9You must promptly notify us if your payment method is cancelled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorised disclosure or use of your user name or password. Changes to such information can be made on the Web Site. If you fail to provide us with any of the foregoing information, you agree that we may continue charging you for any use of the Service under your billing account unless you have terminated your subscription for the Service in accordance with clause 6.
3.1You shall:
(a) report to us any suspected faults in or infiltration of the Web Site of which it becomes aware as soon as such suspected faults or infiltration comes to your attention.
(b) keep confidential and take all necessary steps to ensure the continued confidentiality of your account identification details, password, security encryption devices and other confidential information relating to the Web Site or 1Daylater and notify us forthwith in the event of any party other than those individuals specifically authorised by you (and notified in advance to us) obtaining your password or using your account identification details;
(c) keep confidential and take all necessary steps to ensure the continued confidentiality of the dealings conducted by it via the Web Site (including, but not limited to, the identity of any of your employees or other users); and
(d) provide us with such information as we may request concerning your use of the Web Site.
3.2We shall:
(a) in connection with its operation of the Web Site, comply with the provisions of the Data Protection Act 1998.
(b) use all reasonable endeavours to ensure that the Web Site shall remain secure and that information not generally available to a third party accessing the Web Site shall remain confidential; and
(c) provide you with identification details, passwords and security encryption devices necessary to permit you to access the Web Site for the purposes of the Service.
3.3We shall provide the Web Site ‘as is’ and ‘as available’. It is agreed that it is technically impossible to guarantee that the Web Site will be uninterrupted, free from errors or that the Web Site will be free from unauthorised users or ‘hackers’. For the avoidance of doubt, we provide no warranty that the services will be uninterrupted.
3.4We reserve the right to take operational decisions affecting the web site
(a) Take the Web Site off line without notice for essential maintenance, technical reasons or upgrades.
(b) Vary the technical specifications of the Web Site (or any part of it) for operational reasons
(c) Remove any or all of the information which we reasonably believe is impairing the operation of the Web Site
(d) Remove or amend any of all of the information which we reasonably believe is unlawful or has been placed on the Web Site in breach of agreement.
4.1We shall not be liable to you or to any person whether in contract, tort or otherwise for:
(a) any direct loss or damage suffered or incurred by you in relation to the Services provided by us unless, at the time that you used them, that loss was a reasonably foreseeable result of our negligence or failure to comply with these terms;
(b) indirect or consequential loss or damage (including but not limited to loss of profit, business, revenue, goodwill or anticipated savings);
(c) any liability arising as a result of any term implied by common law or statute, order, regulation or any other enactment.
4.2Nothing in these General Terms of Business shall exclude:-
(a) Our liability for death or personal injury arising from our negligence or that of our servants, agents or employees;
(b) any other liability which we are prohibited from excluding by law
4.3In the particular circumstances of the Services, the aggregate liability to you and to Other Beneficiaries of each and all 1Daylater persons, in contact tort or otherwise, for any loss or damage suffered by you (or by any such other party) arising from or in connection with the Services, however the loss or damage is caused, including our negligence but not our fraud or other deliberate breach of duty shall be limited to the Charges paid by you, or if no amount is specified there, to £250,000.
4.4We will not be liable (whether in contract, tort or otherwise) in respect of all and any claims brought by you against us to the extent that the matter giving rise to such claim is remediable and such matters shall have been remedied to your reasonable satisfaction within the period of 60 days following the date of service of notice by you on us of such claim.
4.5Notwithstanding our duties and responsibilities in relation to the Services, we expressly exclude, and, you shall retain, responsibility and accountability for:
(a) the management, conduct and operation of your business and your affairs;
(b) deciding your use of, choosing to what extent you wish to rely on, or implementing advice or recommendations or other product of the Services supplied by us.
(c) Making any decision affecting the Services, any product of the Services, your interests or your affairs
(d) the delivery, achievement or realization of any benefits directly or indirectly related to the Services.
(e) the production of all input data (including without limitation all financial data).
and you agree to indemnify and hold us and (as applicable) our affiliates, officers, directors, agents, and employees, harmless from any losses arising as a result of the responsibilities outlined in this paragraph.
4.6Any advice, option, statement of expectation, forecast or recommendation supplied by us as part of the Services shall not amount to any form of guarantee that we have determined or predicted future events or circumstances.
4.7Except as expressly set out in this Agreement, we make no warranties or representations either express or implied in relation to the whole or part of the Web Site, including (but not limited to) implied terms, warranties or conditions of title, usability, condition, non-infringement of intellectual property rights, completeness, accuracy, satisfactory quality or fitness for a particular purpose thereof or that the Web Site will be uninterrupted or error free, that it will meet any particular criteria of performance or quality. All such warranties, terms and undertakings (whether express or implied, statutory or otherwise) in respect of the availability and operation of the web site are hereby expressly excluded.
4.8We do not accept any liability in connection with the operation of any external website or resource which you many access when using the Web Site. Your rights and obligations in relation to the operation of the relevant resource or website shall be governed by the terms and conditions of the relevant data provider.
4.9You agree to indemnify and hold 1Daylater and (as applicable) its, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement (including any documents incorporated by reference), or your violation of any law or the rights of a third party
5.1Neither party shall be in breach of their contractual obligations nor shall either party incur any liability if and to the extent that we may become unable to carry out all or any of our obligations under the Agreement as a result of any event or matter beyond our reasonable control. By way of illustration and not of limitation, the following are considered as events beyond our reasonable control: strike, lock-out or other industrial dispute, public disorder, riot, revolution, mobilisation, hostilities, war (whether or not formally declared), epidemic, fire, earthquake, storm, flood and other acts of God, official regulations, orders, requirements or acts of government, governmental or administrative authority, transport difficulties, working difficulties, machine breakdowns, failure of supplies or other causes whether similar or not.
5.2In the event of any such occurrence affecting one of us, then that one shall be obliged to notify as soon as is reasonably practicable the other, who shall have the option of suspending or terminating the operation of the Agreement.
6.1This Agreement will remain in full force and effect while you are a member of the Service. Under the United Kingdom Consumer Protection (Distance Selling) Regulations 2000 (as amended) (“the Regulations”), you can postpone commencement of the Service until the seven working day cooling-off period has expired. However, if you choose to become a member and enter the Web Site, you are electing to commence the Service immediately and you thereby waive any right to cancel the Service under the above Regulations.
6.2You may terminate your membership at any time, for any reason, effective upon receipt by us of your written or email notice of termination. You may contact us at our address listed below or you may email us at support@1daylater.com. You must terminate your recurrent periodic payment at least 5 working days before the date that your recurrent periodic payment is debited to ensure that you will not be charged for the next month. Whilst we will endeavour to cancel the payment sooner, we unfortunately cannot guarantee this and will be unable to refund you for any subsequent payment that is debited if you fail to cancel within the specified period
6.3If you terminate your subscription, your subscription will remain active until the end of the period for which you have paid Charges. In the case of violation of one or more of the terms of this Agreement by you, we may block your account(s) and/or may also block your access to all or part of the Service, either permanently or temporarily.
6.4We reserve the right to terminate the Agreement immediately on written notice if:
(a) You commit any serious breach of the Agreement or fail to remedy to our satisfaction, within 7 days of receiving a written request to do so, any other breach of this Agreement:
(b) You commit any breach of any license granted by us or any third party in connection with the Services.
(c) You fail promptly to pay our Charges or if you fail to give us instructions as reasonably requested.
(d) You commit any act of bankruptcy or makes a composition with your creditors.
6.5Upon termination of the Agreement:
(a) you shall (for the avoidance of doubt) cease to have further access to certain elements of the Service (including the Premium Service); and
(b) we shall be entitled to retain any advance payments made by the you in respect of Charges.
6.6We may deactivate the accounts of members who have not used the Service for a period of six months or more (as calculated by the date of last connection to the Service) unless you are a paying subscriber of the Premium Service.
6.7Termination or suspension under clauses 6.2, 6.3, 6.4 and 6.6 shall be without prejudice to any rights that may have accrued to either of us before termination or suspension and all sums due to us shall become payable in full when termination or suspension takes effect.
6.8The following terms of these General Terms of Business shall survive expiry or termination of the Agreement 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 3.3, 4.7, 4.8, 4.9, 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 8.1, 8.2, 8.3, 8.4, 10, 12, 13, 14 and 15
7.1We may acquire sensitive information regarding your business and your affairs in the course of delivering the Services (“Confidential Information”).
7.2In relation to confidential information we shall adhere to the confidentiality restrictions imposed on us by any authority in the United Kingdom with whose requirements we are bound to comply, as well as any obligations imposed on us by English law
7.3We shall be entitled to comply with any requirement of English law or with any authority in the United Kingdom with whose requirements we are bound to comply to disclose Confidential Information.
7.4This clause shall not apply when Confidential Information properly enters the public domain.
7.5This clause shall not prohibit our disclosure of Confidential Information where we wish to disclose it to our insurers or advisers, in which event we may do so in confidence only.
7.6All reports prepared by us are strictly confidential and are issued on the understanding that they are for the use of the addressees only and are not to be discussed with, or shown to, any other party without our prior written consent
8.1We shall retain ownership of the copyright and all other intellectual property rights (including, but not limited to, any patent, trade mark, service mark, domain name, trade name or copyright and any application for registration or protection of any of the same anywhere in the world) in the product of the Services the Web Site and the software upon which it is based (“the Software”). Without prejudice to the generality of the forgoing, you shall not:
(a) use, copy or transfer the Software (or any part of it) except as permitted by this Agreement; or
(b) alter, adapt, merge, modify or translate the Software (or any part of it) in any way for any purpose;
(c) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents; or
(d) You will not "frame" or "mirror" any part of the Service or the Web Site, without our prior written authorisation. You also shall not use meta tags or code or other devices containing any reference to 1daylater.com or the Service or the site in order to direct any person to any other web site for any purpose; or
(e) reverse-engineer, disassemble or decompile the Software (or any part of it).
8.2Without prejudice to the generality of clause 8.1, we shall own the copyright in the design and layout of the Web Site. All goodwill arising in connection with the Web Site shall belong to us.
8.3For the purposes of delivering services to you or other clients, we shall be entitled to use, develop and share knowledge, experience and skills of general application gained through performing the Services.
8.4Any product of the Services released to you in any form or medium shall be supplied by us on the basis that it is for your benefit and information only, and that, save as may be required by law or by a competent regulatory body (in which case you shall inform us in advance), it shall not be copied, referred to our disclosed, in whole (save for your own internal purposes) or in part without our prior written consent. The Services shall be delivered on the basis that you shall not quote our name or reproduce our logo in any form or medium without our prior written consent. You may disclose in whole any product of the Services to your legal and other professional advisers for the purposes of your seeking advice in relation to the Services, provided that when doing so you inform them that to the fullest extent permitted by law, we accept no liability or responsibility to them in connection with the Services
You should be aware that fax and email communications may not be secure and may not be received by their addressees or with readable attachments. We cannot guarantee the security or confidentiality of information so transmitted. However the majority of our clients expect us to correspond by email. We will therefore correspond with you by email where appropriate. Please let us know in writing if you do not wish to use email
10.1Where necessary to enable us to deliver the Services, for such purposes we shall have your authority to process personal data on your behalf in accordance with this clause. When we do so, we shall take appropriate technical and organizational measures designed to protect against unauthorized use of personal data and against accidental loss or destruction of, or damage to personal data. In particular we shall act only on your instructions and comply with the seventh principle in Part 1 of Schedule 1 of the Data Protection Act 1998.
10.2If you do not wish to receive information about us and our services, please notify us and we will ensure that your name is removed from our database for this purpose.
11.1Our failure to exercise or enforce any rights available to us shall not be a waiver of any rights and does not prevent us enforcing the rights at a later date.
11.2You may not assign or otherwise transfer any rights or obligations under these conditions without our prior written consent
12.1Any notice to be given under the Agreement shall be in writing and shall be delivered by pre-paid first class post (or pre-paid overseas equivalent) or email to our respective addresses as set out in this Agreement and in your membership application (or such other address as may be notified in writing from time to time) Notices delivered shall be deemed to have arrived:.
(a) When posted from and to addresses in the UK, on the second day after posting;
(b) When posted from and to addresses overseas, on the tenth day after posting
(c) When sent by electronic means, the notice shall be deemed received immediately at the time of transmission(provided the sender can produce a valid transmission report)
12.2The sender must prove that the notice was correctly sent. Unless there is evidence to the and
The Agreement sets out the entire understanding between the parties in connection with the services and supersedes any prior arrangements, understandings, agreements, statements or representations (unless made fraudulently) relating to the Services. In the event of any inconsistency with these General Terms of Business and Additional Terms that may apply, the Additional Terms shall apply.
The Agreement shall not create or give rise to, nor shall it be intended to create or give rise to, any third party rights. No third party shall have any right to enforce or rely on any provision of the Agreement which does or may confer any right or benefit on any third party, directly or indirectly, expressly or impliedly. The application of any legislation giving or conferring on third parties contractual or other rights in connection with the Agreement shall be excluded.
The Agreement shall be subject to and shall be governed by English law and all disputes arising out of or in connection with the Agreement or any related matters shall be subject to the exclusive jurisdiction of the English courts