OUR TERMS AND CONDITIONS
These are the Terms on which Oblong Trees provides its tree planting services to you.
Please read these Terms carefully before you submit your order to us. These Terms tell you who we are, how we will provide the Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
If you think that there is a mistake in these Terms, please contact us to discuss.
We may make changes to these Terms, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect.
You may contact us by telephoning Oblong Trees on 01926 813342 or by writing to us at firstname.lastname@example.org.
1.1 In these Terms the following words have the following meanings:
Carbon Mitigation Plan
The plan we provide to you in accordance with Clause 3.1(a)(ii) below.
Event Outside Of Our Control
Has the meaning given at Clause 12.
Refers to Oblong (UK) Ltd (trading as Oblong Trees) a company registered in England and Wales. Our company registration number is 05955718 and our registered office is 41 Manor Road, Harbury, Leamington Spa, CV33 9HY. Also referred to in these Terms as us, we and our.
A confirmation of your order we send to you by email.
Refers to our tree planting services.
Refers to these terms and conditions.
Our website at www.oblongtrees.com.
1.2 "Writing" includes emails. When we use the words "writing" or "written" in these Terms, this includes emails.
2. ARE YOU A BUSINESS OR A CONSUMER?
2.1 In some areas you will have different rights under these Terms depending on whether you are a business or consumer. You are a consumer if:
a. You are an individual.
b. You are making a donation to us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
2.2 If you are a business these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
3. ORDER PROCESS AND OUR CONTRACT WITH YOU
3.1 Ordering our services.
a. If you are a business, an order is placed by you using the following process:
i. When you enquire with us about our Services, you will be required to provide us with certain information including organisation or company name, address, number of employees and purchase order information;
ii. Upon receiving the information, we will email you a Carbon Mitigation Plan which outlines the number of trees we will plant on your behalf and in which locations. It is not normal practice for us to provide a carbon calculation, however we may provide you with a carbon calculation upon request. Any carbon calculation we provide to you is provided to us by a third party calculator service. We cannot be held liable for any loss, damage, costs or expenses which you incur or suffer as a result of your reliance on the carbon calculation;
iii. Upon receiving the Carbon Mitigation Plan you should respond back to the email to let us know if you accept or reject it.
3.2 When these Terms come into existence.
a. If you are a business, these Terms shall come into existence and become binding on you and us, at the earliest of the following events:
i. you accept the Carbon Mitigation Plan; or
ii. you make payment for the Service in accordance with Clause 5.2(a).
b. If you are a consumer, these Terms shall come into existence when you make payment for the Service in accordance with Clause 5.2(b).
4. MAKING CHANGES IF YOU ARE A BUSINESS
4.1 If you are a business, we appreciate that you may have changes in employee head count. If you want to make changes to your Service plan, please telephone Oblong Trees on 01926 813342 or write to us at email@example.com.
5. PRICE AND PAYMENT
5.1 Where to find the price for the Services. The price of the Services for consumers will be the price (exclusive of VAT) indicated on our Website. The price of the Services if you are a business shall be the price as agreed in writing with Oblong Trees.
5.2 When you must pay and how you must pay.
a. If you are a business, you can pay us by direct bank transfer using the bank details on the invoice. When we invoice you depends on the type of Service plan you have opted for:
i. If you have opted for the monthly Service plan we will invoice you on a monthly basis and you shall pay the invoice within 30 days; or
ii. if you have opted to pay for the Service in full in advance, we will invoice you upon your acceptance of the Carbon Mitigation Plan and you shall pay the invoice within 30 days.
b. If you are a consumer, we accept payment via Paypal or direct bank transfer, and you shall pay the amount owed at the time you submit your order for the Service.
5.3 We can charge interest if you pay late. If you do not make any payment to us by the due date we may choose to charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
5.4 Our right of set-off if you are a business. If you are a business you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.5 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. Any interest you may be required to pay under Clause 5.3 will not be payable until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
5.6 We may change our prices on an annual basis. Oblong Trees are building a growing portfolio of tree-planting partners worldwide, and from time to time existing partners may increase their costs. In order to add new tree-planting partners to our portfolio, and to cover any increase in tree-planting costs we review all Service plans and costs on an annual basis, and in any case will provide you with 30 days’ notice of any increase.
6. PROVIDING THE SERVICE
6.1 Providing the Service. Oblong Trees works with its tree-planting partners to provide the Services. If you are a business we will use reasonable endeavours to provide the Services in accordance with the Carbon Mitigation Plan, however there may be instances where it is not possible to plant all of the trees, or some of them, in the location specified in the Carbon Mitigation Plan, in which case we reserve the right to plant the trees in a location of our choice. It is important to make clear that you will not have any proprietary ownership over the trees we plant on your behalf.
6.2 We may need to make changes to your Carbon Mitigation Plan. If you are a business, there may be some circumstances where we have to make a change to the Carbon Mitigation Plan which you have accepted. For example, if a tree-planting partner on whose land the trees are planted, relinquishes his land which results in the destruction of the trees, we will use reasonable endeavours to plant the same number of trees as have been destructed, in a location of our choice and subject to us having the necessary funds available to take such action.
6.3 Dealing with Events Outside Of Our Control. If you are a business, where there is an Event Outside Our Control which results in the destruction of the trees we have planted under your Carbon Mitigation Plan, we will use reasonable endeavours to plant the same number of trees as have been destructed, in a location of our choice and subject to us having the necessary funds available to take such action.
6.4 Reasons we may suspend the supply of the product to you. We may have to suspend the supply of the Service:
a. if we are required to do so to reflect changes in relevant laws and regulatory requirements;
b. due to an Event Outside of Our Control;
c. if a dispute arises with our tree-planting partners which we are unable to resolve within a reasonable time.
6.5 Your rights if we suspend the supply of the Service. We will contact you in advance to tell you we will be suspending the Service in accordance with Clause 6.4, unless the problem is urgent or an emergency. You may contact us to end the contract if we suspend the Service, or tell you we are going to suspend it, in each case for a period of more than 4 weeks, and we will refund any sums you have paid in advance for the Service.
6.6 We may also suspend supply of the Service if you do not pay. If you do not pay us for the Service when you are supposed to (see Clause 5.2) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend the Service until you have paid us the outstanding amounts. We will contact you to tell you we are suspending the Service. We will not suspend the Service where you dispute the unpaid invoice (see Clause 5.5). As well as suspending the Service we can also charge you interest on your overdue payments (see Clause 5.3).
7. YOUR RIGHTS TO END THE CONTRACT
7.1 You can always end your contract with us. You can end or suspend this contract with us at any time by telephoning Oblong Trees on 01926 813342 or by writing to us at firstname.lastname@example.org.
7.2 Refunds when you end your contract. If you have paid us annually in advance we will refund you for the period during which we will not be providing the Services but for which you have paid.
7.3 How we will refund you. We will refund you by the method you used for payment.
7.4 When your refund will be made. Your refund will be made within 14 days of your telling us you have changed your mind.
8. OUR RIGHTS TO END THE CONTRACT
8.1 We may end the contract if you break it. We may end this contract at any time by writing to you if you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due.
8.2 We may end the contract if your business enters into insolvency proceedings or ceases. We may end this contract at any time by writing to you if you:
a. take any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
b. suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of its business.
9. IF YOU HAVE A COMPLAINT
9.1 How to tell us about problems. If you have any questions or complaints about the Service, please contact us, by telephoning Oblong Trees on 01926 813342 or by writing to us at email@example.com.
10. OUR RESPONSIBLILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER
10.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
10.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Services; and for defective products under the Consumer Protection Act 1987.
11. OUR RESPONSIBLILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS
11.1 Nothing in these Terms shall limit or exclude our liability for:
a. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
b. fraud or fraudulent misrepresentation;
c. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
d. defective products under the Consumer Protection Act 1987; or
e. any matter in respect of which it would be unlawful for us to exclude or restrict liability.
11.2 Subject to Clause 11.1:
a. we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
b. our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 100% of the total sums paid by you for the Services in the 12 months preceding the date giving rise to such claim by you.
12. EVENTS OUTSIDE OUR CONTROL
12.1 Not liable for Events Outside Our Control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by an Event Outside Our Control.
12.2 What is an Event Outside Our Control? An “Event Outside Our Control” means any act or event beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial action by third parties, government policy or law, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, pandemic, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
12.3 Effect of an Event Outside Our Control. If an Event Outside Our Control takes place that affects the performance of our obligations under this contract:
a. we will contact you as soon as reasonably possible to notify you; and
b. our obligations under the contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
13. HOW WE MAY USE YOUR PERSONAL INFORMATION
14. OTHER IMPORTANT TERMS
14.1 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its Terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
14.2 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
14.3 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
14.4 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These Terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
14.5 . If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.