The products and services that are supplied subject to these conditions are proprietary to Lessons Learned Ltd. All unauthorized copying and use is strictly prohibited.
1. Interpretation
1.1 All orders for the purchase of training products placed by an individual or organization ( ‘the Customer’ ) and accepted and supplied by Lessons Learned Ltd (Company Number 4019927) of 12 The Homend, Ledbury, Herefordshire, HR8 1AB ( ‘the Company’ ) are subject to and made upon these Terms and Conditions.
2. Acceptance of Order and Contract
2.1 All products are subject to availability and the Company shall not be obliged to supply an order
placed by the Customer.
2.2 No contract between the Company and the Customer for the supply of products ( ‘the Contract’ ) shall arise until the Company accepts the order either by written acknowledgement, or upon the Company commencing processing the Customer’s order, whichever is the earlier.
2.3 The Company makes no representation as to the suitability of the products for the Customer’s purpose.
2.4 The Customer cannot cancel an accepted order except following the Company’s written agreement which may be on terms that indemnify the Company against all its loss (including loss of profit), costs, damages and expenses (if any) incurred by the Company as a result of cancellation.
3. Pricing
3.1 Where no price has been quoted (or a quoted price is no longer valid) the cost of the products shall be the current price listed in the Company’s published price list at the date of the Contract.
3.2 The price is exclusive of any applicable valued added tax ( ‘VAT’ ) or other taxes or duties payable by the Customer and VAT shall be charged, where appropriate, at the rate prevailing at the relevant tax point. The Company’s VAT registration number is GB 762 9514 08.
3.3 The price excludes the cost of delivery (e.g., postage and packing) for which the Company reserves the right to charge an additional amount, as agreed, with the Customer.
4. Payment
4.1 The Customer shall either settle all the Company’s invoice(s) including VAT and delivery charges in full, without any deduction or set-off within 30 days of the date of the Company’s invoice, or if products are ordered via the Company’s website and procedures for payment are provided on the website the Customer shall pay by credit or debit card.
4.2 If paying by credit or debit card, the Customer warrants that the card is his (or her or its) own and that there are sufficient funds or credit facilities available to pay for the products.
4.3 The Company reserves the right to verify or validate the Customer’s debit or credit card details before providing products.
5. Delivery
5.1 Subject to Clause 5.2 below, delivery dates mentioned either in a quotation, acceptance of order or elsewhere are approximate only and not of any contractual effect. The Company shall not be liable to the Customer for any loss or damage of whatever nature, arising directly or indirectly from a failure to deliver on a particular date or dates. As per Clause 3.3 above the Company may, with the Customer’s agreement, charge the Customer for any costs incurred in delivering the products.
5.2 Delivery of the products shall be deemed effected when the products are delivered to the Customer’s place of business or as specified in its order.
5.3 Without prejudice to any other right or remedy the Company may have, the Company reserves the right to suspend deliveries to the Customer and/or to terminate the Contract without liability to the Company if the Customer fails to comply with any of the Conditions herein stated.
5.4 Should any products be damaged in transit, the Customer must notify the Company in writing within three working days of receipt. The Company will, on return of any products damaged in transit, provide replacement undamaged products at no additional cost to the Customer. Any liability for non-delivery of the products shall be limited to replacing the products within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such products.
6. Product Warranty
6.1 The Company guarantees that if the products supplied to the Customer include a DVD or CDRom or other digital media ( ‘the Media’ ) the Media will be free of material physical defects for a period of five years from the date of delivery. If any defect arises during such period the Company, following receipt of the faulty Media, will use its reasonable endeavours to issue a replacement at the Company’s cost.
6.2 This warranty excludes defects arising from the Customer’s or any third party’s failure to use, store, install or transport the products in accordance with the Company’s instructions or industry practices.
7. Risk and Indemnity
7.1 Risk in the products provided shall pass to the Customer immediately on delivery notwithstanding that the property in the products may not have passed to the Customer.
7.2 The Customer shall be responsible for ensuring that the format in which the products are supplied is compatible with and suitable for use in conjunction with the Customer’s video, computer or other relevant system and otherwise fit for thepurpose intended by the Customer. The Company shall not be liable for any loss to the Customer through damage to such video, computer or other system used by the Customer (including without limitation any software or data stored on such system) or otherwise resulting from the Customer’s failure to ensure such compatibility, suitability or fitness.
7.3 Save in respect of (i) death and personal injury arising from the negligence of the Company and/or its employees and (ii) other liabilities whose limitation is excluded or restricted by statute, the Company shall not be liable for any other loss or damage arising from or in any way connected with the supply, use of or inability to use the products whether in contract, tort, negligence or under any statutory duty or otherwise including, without limitation, damages for loss of business profits or incurring of business losses, regulatory fines, business interruption, loss of business information or any other pecuniary or other loss.
7.4 The Customer agrees to indemnify and hold the Company harmless against any cost, damage, loss, liability or expense arising out of the breach of these Conditions or any loss, damage, alteration or modification of the products caused by the Customer.
8. Copyright and Use of Training Materials
8.1 The Media and other training materials contained in the Company’s products are all the copyright of the Company and copyright shall remain with the Company even after the Customer has purchased the products.
8.2 The Customer shall not and shall not permit a third party to:
8.2.1 Copy the whole or any part of the products except as permitted under Clause 8.3 below
8.2.2 Use the products for any purpose other than training the Customer’s own employees or as provided in Clause 8.4
8.2.3 Supply products to any individual or organization other than employees of the Customer
8.2.4 Directly or indirectly require or accept payment (in money or money’s worth) from any person for access to or use of the products
8.2.5 Copy and distribute to the public, show or play in public, or broadcast any materials comprising the products
8.2.6 Do anything to the products which is an infringement of any rights referred to in Clause 8.1
8.2.7 Adapt the products and do any of the things listed in Clauses 8.2.1, 8.2.5 and 8.2.6 to any adaptation
8.2.8 Deface, cover or remove any of the Company’s trade marks or logos, if any, on or associated with the products 8.2.9 Apply to register any of the Company’s trade marks or logos, if any, on or associated with the products or any confusingly similar mark
8.2.10 Without limitation to the generality of the foregoing in relation to the products, do such acts as are regarded as an infringement pursuant to the Copyright, Designs and Patents Act 1988 and/or the Trade Marks Act 1994 or such other equivalent, successor, foreign or amended legislation from time to time wheresoever arising in the world.
8.3 If the customer has purchased an intranet upload version of or versions of the company’s products then the customer shall take reasonable care to prevent unauthorized parties from aquiring or using the products, by whatever means.
8.4 Except as otherwise approved in writing in advance by the Company on a case-by-case basis, the Company grants the Customer a licence to copy, use and make available SOLELY for training purposes ONLY those elements of the products that expressly allow copying.
8.5 If the customer is an independent training consultant (but not otherwise) then the Customer shall have a licence to use the products to train its clients (including a licence to copy subject to Clause 8.3) provided that the products are only used under the direct control of the Customer (and in particular not left on the premises or otherwise in the possession or control of any client of the Customer, except and to the extent expressly permitted under the terms of any applicable licence referred to in Clause 8.3).
9. Infringement of Intellectual Property or Other Rights
9.1 The customer shall forthwith give written notice to the Company of any infringement or suspected or threatened infringement of any intellectual property, in the products which shall at any time come to its knowledge.
9.2 Following written notice provided pursuant to Clause 9.1 the Company shall, at its sole iscretion, decide what further steps, if any, should be taken to prevent or terminate such infringement and recover damages. This may include the institution of legal proceedings and in any event the Customer shall promptly provide or procure such further assistance as the Company may from time to time request.
10. Force Majeure
The Company shall not be liable for any loss or damage sustained by the Customer as a direct or indirect result of a supply by the Company being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Company’s reasonable control including but not limited to Act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, break-down, flood or storm and the Company shall be entitled to terminate a Contract or delay delivery of products by a period equal to that during which it is prevented, hindered or delayed as aforesaid.
11. Governing Law and Jurisdiction
The Contract shall be governed by and construed in accordance with the laws of England and Wales and the Customer and Company each submit to the non-exclusive jurisdiction of the English courts in relation to the hearing of any disputes heretounder.