Terms and conditions

  1. Introduction
    • This is an agreement between you (the “Customer”) and Social-Ability Limited (“Social-Ability”), a company registered in England and Wales (registration number 12023769), whose registered office is at Pipers Business Centre, 220 Vale Road, Tonbridge, Kent, England, TN9 1SP.
    • Your use of the Social-Ability Happiness Programme (the “Service”) is governed by these terms and conditions (the “T&Cs”). When you sign up for the Service, you agree to these T&Cs. You should only join if you have read and accept them.
  1. Definitions and interpretation
    • In the Contract Schedule and these T&Cs, the following words shall have the following meanings:

Advance Fee Amount”: if applicable, the amount you agree to pay in advance to Social-Ability for the Service in lieu of Monthly Service Fees for the Minimum Initial Term as specified in your Contract Schedule;

Content”: means textual, visual or other information, software, games, data, photos, video, graphics, music, sound and other material appearing on or available through the Service from time to time;

Commencement Date”: the date you sign up for the Service as specified in your Contract Schedule;

Equipment”: the equipment to be provided by Social-Ability for the purposes of accessing the Service;

“Monthly Service Fee”: the amount you agree to pay to Social-Ability for the Service as specified in your Contract Schedule;

“Minimum Initial Term”: the initial term of the Service as specified in your Contract Schedule;

“Liability”: any and all liability of Social-Ability in contract, tort (including, without limitation, negligence) or otherwise whether arising out of, in connection with or in relation to the Service, the supply or non-supply of the Service, or otherwise under or in connection with the Service;

“Contract Schedule”: means the order confirmation you receive when you complete registration for the Service which identifies, at a minimum, the Commencement Date and the Monthly Service Fee.

  • References to Clauses are to the clauses of these T&Cs.
  • Headings are for convenience only and shall be ignored in interpreting these T&Cs.
  1. Provision of Service
    • In consideration of the Customer agreeing to pay Social-Ability the Monthly Service Fee and complying with its other obligations under this these T&Cs, Social-Ability will provide the Service to the Customer.
    • Social-Ability reserves the right to:
  • restrict access to certain elements of the Service; and
  • vary the Service and / or Content from time to time.
    • The Service and Content is subject to change and is provided on an ‘as is’ basis. You accept that we will not be liable for any action you take in reliance on an element of the Service and / or Content as a condition of us allowing you access to the Service.
    • Occasionally we may need to temporarily suspend the Service (or any part of it) for operational reasons.
    • We may provide you with Equipment which shall remain, at all times, our property.
    • The Content shall remain, at all times, our property.
    • To use some of our Service, you will need to ensure that an internet connection is available for the Equipment.
    • To maximise the best implementation and use of the Service, the Customer shall ensure that its staff, volunteers and visitors are made aware of, and will proactively participate in, all elements of the Service (including all training and support functions).
  1. Trial Free Period
    • Your Service may begin with a free trial (the “Trial Free Period”) that permits free access to the Service for a period of time specified in your Contract Schedule. You will be required to provide a payment method at the start of the Trial Free Period in order to ensure uninterrupted access to the Service after the expiration of the Trial Free Period.
    • Your Trial Free Period will automatically convert into a paid Service for at least the Minimum Initial Term and your payment method will be charged as set forth in Clause 5 unless you have cancelled your Service in accordance with Clause 6 below. If you cancel during the Trial Free Period, you may continue to use the Service until the end of the Trial Free Period.
    • You may not receive a notice from us that your Trial Free Period has ended or that the paying portion of your Service has begun.
    • You are only permitted to one Trial Free Period. If your Service is ever terminated for any reason, and you purchase a second Service, you shall not be eligible for a Trial Free Period on your second Service.
  1. Monthly Service Fee
    • The Monthly Service Fee will be charged to your payment method on the billing date indicated on your Contract Schedule. Your Service will continue and automatically renew unless cancelled in accordance with Clause 6. Social-Ability will charge the Monthly Service Fee to your payment method on the expiration of any applicable Trial Free Period and recurring based on your Service and Minimum Initial Term. You will be asked to authorise, and by accepting these T&Cs, you expressly authorise Social-Ability or any applicable third-party to make such charges to your payment method.
    • We will send you a copy of the Contract Schedule to the email address you provide within a reasonable time.
    • After the Minimum Initial Term, we may increase or decrease the Monthly Service Fee at any time (including the introduction of prices for aspects of the Service previously provided at no extra cost).
    • It is your responsibility to ensure your payment method has sufficient funds to pay for the Monthly Service Fee. We shall not be responsible for any additional charges which may be imposed on you by your bank or card issuer.
    • We reserve the right to block or bar your Service if we have reasonable cause to suspect fraudulent use of a payment method.
    • All Monthly Service Fees must be paid monthly in advance.
    • The Customer may elect to pay an Advance Fee Amount, which shall be paid in total in advance. Following the Minimum Initial Term, Clause 5.1 shall apply to the Customer’s Service unless a further Advance Fee Amount is agreed in writing with Social-Ability or the Service is cancelled in accordance with Clause 6.
    • Social-Ability reserves the right to issue and send all documents, including but not limited to notices, receipts, statements, terms and conditions, quotes and order acknowledgements to the Customer in an electronic format, and the Customer accepts to receive all such documents electronically by e-mail.
    • Monthly Service Fees exclude VAT unless otherwise stated.
  1. Cancellation
    • During the Trial Free Period, you have the right to cancel your Service without giving any reason, but you must inform us of your intention to do so no later than 7 days before the end of your Trial Free Period. You may email us at info@social-ability.co.uk. Notifications of cancellations after 7 days before the end of Trial Free Periods will not be accepted.
    • Following any applicable Trial Free Period, you may cancel your Service following the Minimum Initial Term by giving us not less than 3 billing dates’ notice in writing (the “Cancellation Period”). You will continue to be charged your Monthly Service Fee for the Cancellation Period and may continue to use the Service during that time.
    • We will terminate, cancel, suspend or disable your Service with immediate effect if we have a valid reason thereto, which includes non-payment, or late payment, of any Monthly Service Fee.
    • During or following cancellation of the Service by you or us, you shall arrange the return of the Equipment to us by any method as instructed by us.
  1. Equipment
    • The Customer will:
  • hold the Equipment as bailee for Social-Ability;
  • inspect the Equipment upon delivery;
  • take all reasonable care of the Equipment and keep it in reasonable condition;
  • carry out an onsite portable appliance test, or other applicable electrical safety check, to ensure that the Equipment is safe to use at the Customer’s address;
  • not remove or alter any mark on or packaging of the Equipment without Social-Ability’s consent; and
  • provide Social-Ability with such information concerning the Equipment as Social-Ability may request from time to time.
    • Social-Ability may:
  • require the Customer (at the Customer’s expense) to redeliver the Equipment to Social-Ability; or
  • if the Customer fails to do so promptly, enter any premises where the Equipment is stored to repossess it.
    • Delivery dates are given in good faith but any time or date quoted by Social-Ability for delivery or performance is an estimate only and Social-Ability shall not be liable for any damages or loss whether direct, indirect or consequential caused by any delay in delivery or performance. Time for delivery or performance shall not be of the essence.
  1. Service Issues
    • Subject to Clauses 8.3 and 8.4 below, Social-Ability will maintain the Equipment during the Service. All claims for non-functionality, errors, installations, defective goods or services (collectively, a “Service Issue”) must be made to Social-Ability in writing. All claims for any Service Issue will be subject to these T&Cs.
    • The Customer shall remain bound to pay the Monthly Service Fee irrespective of any Service Issue and no right to cancel or terminate the Service on the ground that delay in delivery or performance has occurred. The Customer shall not be permitted to any set off against any amounts due to Social-Ability.
    • Social-Ability shall not be responsible for circumstances outside its control which effect the performance of the Equipment once Equipment has been installed and commissioned to Social-Ability’s reasonable satisfaction. Social-Ability reserves the right to:
  • at reasonable business hours, enter upon the Customer’s premises for the purpose of inspecting any Equipment which the Customer reports a fault with, to ask for assistance (including the provision of photos and videos); and
  • in circumstances where the Equipment is found not to be faulty or the cause of the fault does not relate to the Equipment or the installation of the Equipment, charge an additional installation, call out or other fee under its standard tariffs existing from time to time.
    • Social-Ability will not be liable, nor will it be obliged to maintain, any Equipment which is lost or damaged during the Service. The Customer shall:
  • be liable for any repairs or replacement of Equipment required for loss or damage; and
  • have adequate insurance covering the Equipment for up to £5,000 to protect against the risk of loss or damage.
    • Where any valid claim is made by the Customer in accordance with Clause 8.1 above, Social-Ability shall be entitled to verify the validity of the Customer’s claim and if so satisfied, at its option either:
  • rectify the defect or failure as soon as reasonably practicable; or
  • replace the Equipment as soon as reasonably practicable.
    • The repair or replacement remedies under this Clause 8, as applicable, shall be the Customer’s sole remedy for any claim related to any Equipment.
    • Where Social-Ability elect to repair or replace any Equipment, the Customer shall ensure that Social-Ability (or its agents) has access to such Equipment and in cases where Social-Ability is not able to gain access to the Equipment, Social-Ability reserves the right to charge the Customer a call out fee in accordance with its standard tariffs existing from time to time.
  1. Installation
    • In relation to the installation of any Equipment (whether or not such Equipment has already been delivered), Social-Ability reserves the right to:
  • deliver a ceiling and installation requirements document to the Customer explaining what actions Social-Ability shall carry out and what actions the Customer is required to carry out to effect an installation of the Equipment. The Customer is required to confirm by email at least 48 hours in advance of an installation that all actions and works have been carried out to effect the installation;
  • charge the Customer for the installation of any Equipment which is fitted, placed or otherwise installed;
  • undertake a survey of the site of installation of Equipment prior to the delivery of any Equipment to satisfy itself that the location for the Equipment is suitable;
  • cancel any Service if in Social-Ability’s absolute discretion it considers the installation of the Equipment to not be feasible or that any item to be installed could not be safely used.
    • If the Customer provides Social-Ability with incorrect information with regard to the installation of Equipment, whether or not Social-Ability has undertaken a survey assessment, or if the Customer does not undertake the actions required in accordance with clause 9.1(a) above, then Social-Ability shall be entitled to charge the Customer an installation fee under its standard tariffs existing from time to time in the event that the Equipment is not able to be delivered or installed to Social-Ability’s reasonable satisfaction.
    • Social-Ability reserves the right to charge the Customer for any work or parts or additional work or any additional parts, or for storage (if necessary) required in accordance with its standard tariffs existing from time to time, where:
  • any additional work or parts are required to install the Equipment which are outside the work and parts to be provided for within the original scope of an installation;
  • the Customer (or their agent) installs or modifies any Equipment incorrectly, requiring Social-Ability to carry out work to rectify or repair Equipment; or
  • Social-Ability spends any time or costs as a result of any Customer act or omission which costs are not already provided for in any quote for work provided by Social-Ability.
    • Where an installation date for Equipment is confirmed, a cancellation fee under Social-Ability’s standard tariffs existing from time to time shall arise unless the Customer informs Social-Ability of the cancellation at least 48 hours in advance of the agreed installation date.
  1. Liability
    • Our Liability shall not be limited to you in respect of death or personal injury to any person resulting from our own negligence and any other type of Liability which we cannot exclude or limit under the laws of England and Wales.
    • Subject to Clause 10.1, Social-Ability excludes its Liability and will not be responsible for any damages, liabilities, injuries or claims (including any indemnification or product liability exposure to the Customer), in the event:
  • of any unapproved modification or alteration to the Equipment by the Customer or its employees or agents;
  • of any improper use of the Equipment by the Customer or its employees or agents;
  • of any failure of the Customer or its employees or agents to maintain and operate the Equipment in accordance with the applicable manuals and training; or
  • that we cannot provide the Service to you because of something beyond our reasonable control.
    • Subject to Clause 10.1, Social-Ability shall not be liable to the Customer by reason of any representation, or any express or implied warranty, condition or other term or any duty at common law for any:
  • loss of data or use;
  • indirect, special or consequential loss, damage, costs or expenses which arise out of or in connection with the supply or installation of the Equipment (including any delay in supplying or failure to supply or install the Equipment) or their use by the Customer except as expressly provided by these T&Cs; or
  • loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether any such loss is direct or indirect, and, in each case, however arising.
    • No possession, use, installation (by anyone other than Social-Ability), operation, selection or return of any of the Equipment shall impose any Liability or obligation for or on behalf of Social-Ability, other than arising from the negligence or misconduct of Social-Ability. Any action against Social-Ability under these T&Cs or related to any Equipment or otherwise related to or arising under or in connection with these T&Cs must be brought within one (1) year after the cause of action accrues.
    • Social-Ability’s total Liability under these T&Cs for any one claim or series of connected claims shall be limited to the greater of:
  • £250; or
  • the total payable by the Customer in the period of one month ending on the date of that event (or first in the series of connected events).
  1. Customer indemnities
    • The Customer agrees to indemnify, protect and keep harmless Social-Ability, and its employees, agents, successors, assigns and affiliates from and against any and all liabilities, obligations, losses, damages, injuries, claims, demands, penalties, actions, costs and expenses, including reasonable legal costs and fees, of whatsoever kind or nature, arising out of:
  • any breach of these T&Cs by the Customer;
  • the possession, use, installation (other than by Social-Ability), movement, operation, ceiling preparation, selection or return of the Equipment, other than those claims arising from the negligence or the misconduct of Social-Ability;
  • infringement of patents, designs, copyrights, trademarks or trade names with respect to the Service or Equipment or other goods designed, manufactured or modified, wholly or partially, to Customer’s designs or specifications.
    • The Customer shall indemnify Social-Ability in respect of Liability to any person caused by the addition to any Equipment supplied by Social-Ability of any part which is not a Social-Ability designated part and Social-Ability shall have no Liability to the Customer for loss or damage or injury directly or indirectly caused by such addition.
  1. Confidentiality
    • Each party agrees and undertakes that during the term of the Service and thereafter it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party all information of a confidential nature (including trade secrets and information of commercial value) which may become known to that party from the other party (“Confidential Information“) unless the information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of these T&Cs or subsequently comes lawfully into the possession of that party from a third party.
    • To the extent necessary to implement the provisions of these T&Cs each party may disclose the Confidential Information to those of its employees as may be reasonably necessary or desirable provided that before any such disclosure each party shall make those employees aware of its obligations of confidentiality under these T&Cs and shall at all times procure compliance by those employees with them.
  1. Modifications
    • Social-Ability reserves the right to modify any design or specification or to use materials different to those specified and to enter upon the Customer’s premises upon giving the Customer reasonable notice to make modifications to Equipment.
    • Social-Ability reserves the right to make any changes in the specification of the Equipment or the provision of any Service which are required to conform with any applicable statutory or EU requirements or, where the Equipment is to be supplied to the Customer’s specification, which do not materially affect their quality or performance and to enter upon the Customer’s premises upon giving the Customer reasonable notice to make modifications to Equipment.
    • Social-Ability reserves the right to modify these T&Cs from time to time.
  1. Force Majeure
    • Should the manufacture, delivery or installation of any Service or Equipment or any part thereof whether by Social-Ability or any contractor or carrier be prevented or hindered for a continuous period in excess of one month due to any cause beyond the reasonable control of Social-Ability then, Social-Ability shall have the right to suspend or cancel any obligation then unperformed without prejudice to any of Social-Ability’s rights including the right to payment in respect of any Service or Equipment supplied prior to such suspension or cancellation. Social-Ability shall not be liable for any direct, economic or consequential loss (including loss of profits, revenue or goodwill) that Customer may suffer.
  1. Waiver
    • No waiver by Social-Ability of any breach of these T&Cs by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provisions.
  1. Invalidity
    • If any provision of these T&Cs is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these T&Cs and the remainder of the provision in question shall not be affected.
  1. Assignment
    • Neither these T&Cs nor any obligations under the same may be assigned by either party without the express written consent of the other party, and any attempt to do so will be void; except that Social-Ability may assign any benefit to any subsidiary, affiliate or holding company of Social-Ability’s Group from time to time and the Customer hereby expressly grants its consent to the novation of any obligation arising hereunder to any subsidiary, affiliate or holding company of Social-Ability’s Group from to time.
    • Unless agreed in writing with Social-Ability, the Customer shall not loan or hire the Equipment to any other party.
  1. Entire agreement
    • These T&Cs constitutes the entire agreement and understanding of the parties as to the subject matter of these T&Cs. They supersede any prior agreement or understanding between the parties and no variation of these T&Cs or any other document shall be binding unless agreed in writing.
  1. Law & Jurisdiction
    • These T&Cs and its performance is governed in all respects by English law and the courts of England and Wales shall have non-exclusive jurisdiction over any dispute or difference arising out of or in connection with these T&Cs.
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