Terms & Conditions

BACKGROUND

These Terms and Conditions set out the conditions upon which Services are offered to consumers by Beth Ware t/a The Memory Lab (“Memory Lab”) of 11 Woodland Park West, Colwyn Bay, Conwy, LL29 7DR.

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”	means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England;
“Calendar Day”	means any day of the year;
“Contract”	means the contract for the provision of the Memory Lab’s Services, as explained in Clause 3;
“Month”	means a calendar month;
“Order”	means your order for the Memory Lab’s Services;
“Order Confirmation”	means the Memory Lab’s acceptance and confirmation of your Order as described in Clause 3;
“Package”	means a package of the Memory Lab’s Services as detailed on Memory Lab’s website prior to You making a purchase. Details of which will be detailed in Your Order Confirmation;
“Memory Lab’s Services”	means the services provided by the Memory Lab including photo scanning and/or image restoration.
“Account”	means the account, referred to in Clause 15 that You must set up to view Your images;
“Lien”	means the Memory Lab may retain Your images as a form of security until payment of the services is secured by the Memory Lab;
“Deposit”	means an advance payment made to the Memory Lab under sub-Clause 5.2;
“You/Your”	means the person purchasing the Services and subject to these Terms & Conditions; and
“Us”	means the Memory Lab.

2. Information About The Memory Lab

2.1 Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by e-mail or other means.

2.2 You may contact us in writing at 11 Woodland Park West, Colwyn Bay, Conwy, LL29 7DR or by email at [email protected].

2.3 The Memory Lab is not VAT registered.

3. The Contract

3.1 These Terms and Conditions govern the sale and provision of the Memory Lab’s Services and will form the basis of the Contract between you and the Memory Lab. Under the Contract, the Memory Lab will provide the Services and you will pay for them in accordance with the terms set out in these Terms and Conditions. Before submitting an Order, please ensure that you have read these Terms and Conditions carefully.

3.2 Nothing provided by the Memory Lab including, but not limited to, sales and marketing literature, price lists and other material constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that the Memory Lab may, at his/her sole discretion, accept.

3.3 A legally binding contract between you and the Memory Lab will be created upon the Memory Lab’s acceptance of your Order, indicated by the Memory Lab’s Order Confirmation. Order Confirmations will be provided in writing by email.

3.4 The following information will be given or made available to you prior to the formation of the Contract between you and the Memory Lab, save for where such information is already apparent from the context of the transaction:

3.4.1 The main characteristics of the Memory Lab’s Services;

3.4.2 The Memory Lab’s identity (as shown above under the title “Background”) and contact details (as shown below in Clause 12);

3.4.3 The total Price and Deposit for the Memory Lab’s Services including taxes or, if the nature of the Memory Lab’s Services are such that the Price cannot be calculated in advance, the manner in which it will be calculated;

3.4.4 The arrangements for payment, performance and the time by which (or within which) the Memory Lab undertakes to perform the Memory Lab’s Services;

4. Orders

4.1 All Orders for the Memory Lab’s Services made by you will be subject to these Terms and Conditions.

4.2 When placing an Order, you will be required to provide the following details:

4.2.1 The Services you require;

4.2.2 Scanning – Where you opt for scanning services You will be required to provide an estimate of volume. This volume will determine the price banding you receive. Where You have underestimated the volume the Memory Lab will charge You for the amount scanned which may increase the price estimate you selected. By proceeding with Your order You understand and accept that the price may increase on this basis. The Memory Lab will, once the items are received and scanned, provide You with the exact number of scans carried out.

4.2.3 Photo Restoration – The Memory Lab may require, upon request, an example image prior to work being undertaken.

4.2.3 Your address and contact details; and

4.2.4 The earliest date upon which the photos or slides will be packaged and available for collection.

5. Price and Payment

5.1 The Price of the Memory Lab’s Services will be calculated based upon the Package that you choose upon ordering and will be made clear to You when purchasing via the Memory Lab’s website.

5.2 At the time of making Your Order you will be required to pay a Deposit equal to 25% of the package price.

5.3 The Memory Lab’s prices may change at any time but these changes will not affect Orders that have already been accepted.

5.4 An exception to sub-Clause 5.3 is where you have incorrectly estimated the volume detailed in sub-Clause 4.2.2 in which case you will be charged at the rate in force for that volume at the time You made Your Order.

5.5 A further exception to sub-Clause 5.3 is where the degree of restoration work is greater than the package you have chosen with Your Order. In which case You will be provided with a cost estimate for completion of the same. In the event You decide not to proceed with Your Order You will be refunded, within 14 days, Your Deposit minus any travel or courier costs.

5.6 The Memory Lab may charge reasonable expenses in addition to the Price, including travel and any administration charges. No such sums will be incurred or charged without your prior express agreement.

5.7 In certain circumstances, if your Order is cancelled, you may be entitled to a refund. Please refer to Clause 11 for further details.

5.8 Upon the works being completed You will be notified of the same by email. You will be provided with an invoice for the balancing payment, including any additional approved expenses, attached to this email. This payment is due prior to any images being released to You.

5.9 The Memory Lab accepts the following methods of payment:

5.9.1 Bank transfer.

5.9.2 Credit of debit cards processed via Stripe.

5.9.3 Where the Services are provided locally, and upon separate agreement, the Memory Lab may accept payment in cash or by cheque.

5.10 If you do not make payment to the Memory Lab within 2 days of being requested to do so the Memory Lab will charge you interest on the overdue sum at a rate of 8% per annum above the base lending rate of the Bank of England from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum. Until such time as full payment is made the Memory Lab will be entitled to hold a Lien over your images.

5.11 The provisions of sub-Clause 5.10 in relation to interest will not apply if you have promptly contacted the Memory Lab to dispute an invoice in good faith. No interest will accrue while such a dispute is ongoing.

6. The Memory Lab’s Services

6.1 The Memory Lab operates a personal collection service of the images within a 10 mile radius of Conwy County. Subject to availability and You being within the 10 mile radius the Memory Lab will endeavour to collect Your images personally. The Memory Lab may, at their discretion extend the radius out on occasions. Where the Memory Lab is unable to personally collect images a courier will be instructed for collection.

6.2 As required by law, the Memory Lab will provide the Services with reasonable skill and care, consistent with best practices and standards in the photo scanning and image restoration market, and in accordance with any information provided by the Memory Lab about themselves.

6.3 Subject to the specification of your chosen Services, and any other requirements You set out (which the Memory Lab will use their reasonable endeavours to accommodate), the Memory Lab shall use their own judgement to achieve the best restoration or scanning quality possible. However given the nature of the Services the Memory Lab cannot guarantee the overall quality of any restoration but will do their best to ensure the image is enhanced and scanned to a suitable quality. The end result will largely depend on the quality of the original image(s) provided by You.

6.4 It will not be the responsibility of the Memory Lab to obtain any consents, permissions, licences, clearances or intellectual property rights to use, scan, adapt, alter or restore any images provided by You. In providing to the Memory Lab Your images You confirm that You have the required permission to instruct the Memory Lab to carry out the Services.

7. Copyright and Licence

7.1 All Intellectual Property Rights subsisting in any images provided by You shall at all times remain Your property. Nothing in these Terms & Conditions shall vest any rights in any material provided by, or otherwise belonging to You (or its licensors, as appropriate) to the Memory Lab.  You hereby grant to the Memory Lab limited, non-exclusive, non-transferable, revocable, worldwide licence to use any and all images for the purposes of providing the Services to You under these Terms & Conditions.

7.2 The Memory Lab shall retain the ownership of any and all Intellectual Property Rights that may subsist in the processes used in the course of the Services.

7.3 Upon receipt in full of all sums due the copyright and any and all other Intellectual Property Rights subsisting in images created by the Memory Lab shall be assigned to You and the Memory Lab shall be deemed to have waived any and all moral rights in respect of the same.  The Memory Lab shall execute all documents and take all actions necessary or reasonably requested by You to document, obtain, maintain, perfect or assign its rights in such content.

7.4 Once assigned You hereby grant a royalty-free, non-exclusive licence to the Memory Lab which shall continue after the termination of these Terms & Conditions, to use any of the images in promotional material. You may revoke the licence by giving the Memory Lab notice in writing of not less than 30 days’.

8. Problems with the Memory Lab’s Services and Your Legal Rights

8.1 The Memory Lab will always use their reasonable efforts to ensure that their provision of the Memory Lab’s Services is trouble-free. If, however, there is a problem with the Memory Lab’s Services, please inform Us as soon as is reasonably possible.

8.2 The Memory Lab will use reasonable efforts to remedy problems with the Services as quickly as is reasonably possible and practical.

8.3 As a consumer, you have certain legal rights with respect to the purchase of Services. For full details of your legal rights and guidance on exercising them, it is recommended that you contact your local Citizens Advice Bureau or Trading Standards Office. If the Memory Lab does not perform their Services with reasonable skill and care, You have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to You, You have the right to a reduction in price. If the Memory Lab’s Services are not performed in line with information that the Memory Lab has provided about them, You also have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to You (or if the Memory Lab’s breach concerns information that does not relate to the performance of the Memory Lab’s Services), you have the right to a reduction in price. If for any reason the Memory Lab is required to repeat the Services in accordance with Your legal rights, the Memory Lab will not charge You for the same and will bear any and all costs of such repeat performance. In cases where a price reduction applies, this may be any sum up to the full price and, where You have already made payment(s) to the Memory Lab, may result in a full or partial refund. Any such refunds will be issued without undue delay (and in any event within 14 Calendar Days starting on the date on which the Memory Lab agrees that you are entitled to the refund) and made via the same payment method originally used by You. In addition to Your legal rights relating directly to the Memory Lab’s Services, You also have remedies if the Memory Lab provides goods that are not of satisfactory quality, not fit for purpose, not as described or not in accordance with samples shown (unless differences have been brought to Your attention i.e. they have indicated that the images provided by You are of poor of unworkable quality).

9. Memory Lab’s Liability

9.1 The Memory Lab has in place appropriate Professional indemnity insurance.

9.2 The Memory Lab will be responsible for any foreseeable loss or damage that You may suffer as a result of their breach of these Terms and Conditions or as a result of their negligence (including that of any of the Memory Lab’s employees, agents or sub-contractors). Loss or damage is foreseeable if it is an obvious consequence of the Memory Lab’s breach or negligence or if it is contemplated by You and the Memory Lab when the Contract is created. The Memory Lab will not be responsible for any loss or damage that is not foreseeable.

9.3 The Memory Lab Services are for private (i.e. non-commercial) purposes only. The Memory Lab makes no warranty or representation that the Memory Lab’s Services are fit for commercial, business or industrial purposes of any kind. By making Your Order, you agree that You do not have such purposes in mind and will not be using the Memory Lab’s Services in such a context. The Memory Lab will not be liable to You for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.

9.4 Nothing in these Terms and Conditions seeks to exclude or limit the Memory Lab’s liability for death or personal injury caused by their negligence (including that of any of the Memory Lab’s employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.

9.5 Nothing in these Terms and Conditions seeks to exclude or limit the Memory Lab’s liability for failing to perform the Services with reasonable care and skill.

9.6 Nothing in these Terms and Conditions seeks to exclude or limit Your legal rights as a consumer. For more details of Your legal rights, please refer to Your local Citizens Advice Bureau or Trading Standards Office.

10. Events Outside of the Memory Lab’s Control (Force Majeure)

10.1 The Memory Lab will not be liable for any failure or delay in performing their obligations where that failure or delay results from any cause that is beyond their reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, pandemics, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond the Memory Lab’s reasonable control.

10.2 If any event described under this Clause 10 occurs that is likely to adversely affect the Memory Lab’s performance of their obligations under these Terms and Conditions:

10.2.1 The Memory Lab will inform You as soon as is reasonably possible;

10.2.2 The Memory Lab’s obligations under these Terms and Conditions will be suspended and any time limits that he/she is bound by will be extended accordingly (where such extension is reasonably possible);

10.2.3 The Memory Lab will inform You when the event outside of their reasonable control is over and provide any new dates, times or availability as necessary;

10.2.4 If the event outside of the Memory Lab’s reasonable control continues for more than 3 months or is likely to prevent the Memory Lab from providing the Services, the Contract will be cancelled in accordance with the Memory Lab’s right to do so under sub-Clause 11.5 and You will be informed of the cancellation. Any refunds due to You as a result of that cancellation will be paid to You as soon as is reasonably possible, and in any event within 14 Calendar Days of the Memory Lab’s cancellation notice.

11. Cancellation

11.1 If You are a Consumer in the UK or the European Union, by default You have a legal right to a “cooling-off” period within which You can cancel the Contract for any reason, including if You have changed Your mind, and receive a refund. The period begins once We have sent You Your Order Confirmation (i.e. when the Contract between You and Us is formed) and ends 14 calendar days after the date of Your Order Confirmation. In the event that You cancel within this period and a courier fee or travelling expenses have been incurred You will be liable for those costs. Those costs will be subtracted from your Deposit paid with any balance being returned to You within 14 days.

11.2 After the 14 day cooling-off period You may change your Order at any time prior to work commencing. Please note that where collection of Your images has taken place You will be liable for the cost of the courier for both collection and return of Your images. Where images have been personally collected You will liable for an administration fee which will be calculated based on the time spent in collecting along with an amount to cover travel costs.  Those costs will be subtracted from your Deposit paid with any balance being returned to You within 14 days.        

11.3 Once work has commenced on the Services You may cancel but you will be liable for courier fees, the administration charge mentioned above and a proportion of Fees calculated on a time spent basis. Those costs will be subtracted from your Deposit. Where the Deposit is insufficient to cover the costs you will be invoiced for the balance due prior to your photos being returned to You.

11.4 If any of the following occur, You may cancel the Contract immediately by giving the Memory Lab written notice.

11.4.1 The Memory Lab breaches the Contract in any material way and has failed to remedy that breach within 3 months of You asking them to do so (where it is reasonably possible to remedy such breach. If it is not, the material breach will trigger the right to cancel immediately); or

11.4.2 An encumbrancer takes possession of any of the property or assets of the Memory Lab;

11.4.3 The Memory Lab enters into a voluntary arrangement with their creditors or, where the Memory Lab is a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

11.4.4 The Memory Lab has a bankruptcy order made against them;

11.4.5 The Memory Lab ceases, or threatens to cease, to carry on business;

11.4.6 The Memory Lab is unable to provide the Memory Lab’s Services due to an event outside of their control (as under sub-Clause 10.2.4); or

11.4.7 The Memory Lab changes these Terms and Conditions to your material disadvantage.

11.5 The Memory Lab may cancel the Services at any time. In the event of cancellation the Memory Lab will return any images provided to them along with Your Deposit within 14 days.

11.6 If any of the following occur, the Memory Lab may cancel the Contract immediately by giving you written notice:

11.6.1 You have breached the Contract in any material way and have failed to remedy that breach with 14 days of the Memory Lab asking you to do so in writing; or

11.6.2 The Memory Lab is unable to provide the Services due to an event outside of their control (for a period longer than that in sub-Clause 10.2.5).

11.7 For the purposes of this Clause 11 a breach of the Contract will be considered ‘material’ if it is not minimal or trivial in its consequences to the terminating party. In deciding whether or not a breach is material no regard will be had to whether it was caused by any accident, mishap, mistake or misunderstanding.

12. Communication and Contact Details

If You wish to contact the Memory Lab with questions or complaints, You may do by using the contact details in clause 2.2 above.

13. How The Memory Lab Uses Your Personal Information (Data Protection)

13.1 All personal data that the Memory Lab may use will be collected, processed, and held in accordance with the provisions of all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended (“the Data Protection Legislation”) and your rights under the Data Protection Legislation.

13.2 For complete details of the Memory Lab’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to the Memory Lab’s Privacy Notice available here.

14. Other Important Terms

14.1 You may not transfer (assign) Your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without the Memory Lab’s express written permission.

14.2 The Contract is between You and the Memory Lab. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.

14.3 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.

14.4 Conditions means that the Memory Lab has waived that right, and no waiver by the Memory Lab of a breach of any provision of these Terms and Conditions means that the Memory Lab will waive any subsequent breach of the same or any other provision.

15. Access to Digital Images via our Website and having an Account

15.1 Upon completion of the works the Memory Lab will provide You with either a USB device or online access to a gallery of Your images. In order to view Your images You will need to create an Account. You will be required to choose a password and username. We recommend that You choose a strong password for Your Account and that you do not share that password. You remain responsible for ensuring the safety of Your Account.

15.2 You may be asked for additional information regarding Your Account, such as Your email address.

15.3 Access to the Account detailed in sub-Clause 15.1 is facilitated via a Third Party Platform. The Memory Lab does not guarantee that Your Account will be available after six months and accordingly You must take the appropriate steps to ensure you have downloaded any of the images. After this time period the Memory Lab cannot guarantee that images will be retrievable or available to You.

15.4 In the event that You prefer not to access your images online (as detailed in sub-Clause 15.1) the Memory Lab, upon request, will provide You with a USB device. A USB device must be requested within one month of completion of the works.

16. Third Party Companies, Software and Platforms

16.1 The Memory Lab utilises couriers to enable easy collection and return of images. Whilst every effort has been made to choose a third party company that is reputable the Memory Lab is not responsible for their work, delays, loss or damage whilst images are transported to and from You.

16.2 The Memory Lab utilises third party software and platforms. They are not be liable for any defects caused by third party programs or software that may be used in the course of carrying out services.

17. Governing Law and Jurisdiction

17.1 These Terms and Conditions and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.

17.2 As a consumer, You will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 17.1 above takes away or reduces your rights as a consumer to rely on those provisions.

17.3 Any dispute, controversy, proceedings or claim between You and Us relating to these Terms and Conditions, the Contract, or the relationship between You and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland or Northern Ireland, as determined by your residency.