1 THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are goods, services or digital content.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products 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.
1.3 Are you a business customer or a consumer? 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:
- You are an individual.
- You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
1.4 If you are a business customer this is our entire agreement with you. If you are a business customer 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.
2 INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are Dunstan Thomas Consulting Limited a company registered in England under number 8162530 whose registered office is at Building 3000, Lakeside North Harbour, Portsmouth, PO6 3EN. Our registered VAT number is 135 5974 87.
2.2 How to contact us. You can contact us by telephoning our customer service team at 02392 822254 or by writing to us at email@example.com.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address you provided to us in your order.
2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3 OUR CONTRACT WITH YOU
3.1 How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because the product is no longer supported, because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements or because we have identified an error in the price or description of the product.
3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
4 OUR PRODUCTS
4.1 Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. The content, layout and colours of the content will vary from time to time as the courses are developed and updated.
4.2 Intellectual Property Rights. Our products belong to us and we will take all reasonable steps to defend our ownership of the products. Please see clause 17 for further details.
5 YOUR RIGHTS TO MAKE CHANGES
5.1 You may change the product that you have altered at any time before you start accessing the training material. If you wish to make a change to the product you have ordered please contact us.
5.2 If you wish to make a change to the product you have ordered after you start a course please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
6 OUR RIGHTS TO MAKE CHANGES
6.1 Minor changes to the products. We may change the product:
- to reflect changes in relevant laws and regulatory requirements which affect the delivery of the products, the style or the content; and
- to implement minor technical adjustments and improvements, for example to address a security threat.
6.2 More significant changes to the products and these terms. In addition, as we informed you in the description of the product on our website, we may make the following changes to these terms or the product, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any products paid for but not received:
- Discontinuation of a product.
7 PROVIDING THE PRODUCTS
7.1 Delivery costs. There are no delivery costs.
7.2 When we will provide the products. In normal circumstances we will make the product available to you as soon as we accept your order and have received payment. Please note that this can affect your right to change your mind, so please read clause 8.4 before starting the course. If the product will not be available to you immediately we will let you know, during the order process, when we will make the products available to you. The products will be available to you until:
7.2.1 the end of the period of the course notified to you (together with any extension to the period that we have agreed with you); or
7.2.2 your subscription expires; or
7.2.3 you end the contract as described in clause 8; or
7.2.4 we end the contract by written notice to you as described in clause 10.
7.3 How we will provide the products. We will provide the products by providing you with a log on to enable you to access the products online. Where you are a business with multiple users we will provide separate log on details for each authorised user notified to us. The provisions of clause 19 apply to authorised users.
7.4 We are not responsible for delays outside our control. If our supply of the products is delayed by an event which prevents us from making the products available and which is outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
7.5 What will happen if you do not give required information to us. Normally we will only require your email address, and payment, in order to make the products available to you. If that changes, and we need information from you so that we can make the products available to you, we will contact you to ask for this information. Please remember that we rely on you to supply your contact details and keep them up to date. If you do not give us information that we require within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for delays in making the products available to you or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.6 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
7.6.1 deal with technical problems or make minor technical changes;
7.6.2 update the product to reflect changes in relevant laws and regulatory requirements;
7.6.3 make changes to the product as requested by you or notified by us to you (see clause 6).
7.7 Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 2 weeks and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
8 YOUR RIGHTS TO END THE CONTRACT
8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:
8.1.1 If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 12 if you are a consumer and clause 13 if you are a business;
8.1.2 If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
8.1.3 If you are a consumer and have just changed your mind about the product, see clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions;
8.1.4 In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 8.5.
8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
8.2.1 we have told you about an upcoming change to the product or these terms which you do not agree to (see clause 6.2);
8.2.2 we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
8.2.3 there is a risk that supply of the products may be significantly delayed because of events outside our control;
8.2.4 we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 2 weeks; or
8.2.5 you have a legal right to end the contract because of something we have done wrong.
8.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
8.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of digital products after you have started to download or stream them. For this reason you should consider whether you access the products as soon as they are made available to you, or wait for 14 days to see if you want to change your mind.
8.5 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 8.1), you can still end the contract before it is completed. A contract for goods or digital content is completed when the product is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end the contract in these circumstances, just contact us to let us know. The contract will not end until 1 calendar month after the day on which you contact us. We will refund any advance payment you have made for products which will not be provided to you. For example, if you tell us you want to end the contract on 4 February we will continue to supply the product until 3 March. We will only charge you for supplying the product up to 3 March and will refund any sums you have paid in advance for the supply of the product after 3 March.
9 HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU ARE A CONSUMER WHO HAS CHANGED THEIR MIND)
9.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
9.1.1 Phone or email. Call customer services on 02392 822254 or email us at firstname.lastname@example.org. Please provide your name, home address, details of the order and, where available, your phone number and email address.
9.1.2 By post. Simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.
9.2 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the products, by the method you used for payment. However, we may make deductions from the price, as described below.
9.3 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then your refund will be made within 14 days of your telling us you have changed your mind.
10 OUR RIGHT TO SUSPEND YOUR ACCESS TO THE PRODUCTS
10.1 If we suspect that you have breached the provisions of clause 18.3 we may suspend your access to the products whilst we investigate. If we are satisfied that there is no breach we will reinstate your access. If we believe that there has been a breach we may terminate the contract.
10.2 If you are a business with multiple authorised users and we suspect that you, or one or more of your authorised users, have breached the provisions of clause 18.3 we may suspend some or all of your access and the access of your authorised users to the products whilst we investigate. If we are satisfied that there is no breach we will reinstate your access. If we believe that there has been a breach we may terminate the contract.
11 OUR RIGHTS TO END THE CONTRACT
11.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
11.1.1 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products,;
11.1.2 you or any of your authorised users attempt to remove, bypass, circumvent, neutralise, or modify any of the security and technological protection measures used by us to protect our systems or software or otherwise seek to access, interfere with or damage our systems or software;
11.1.3 we believe that you or any of your authorised users have breached clause 18.3;
11.1.4 you challenge or dispute our ownership of our intellectual property rights.
11.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for products that you have not yet accessed. We will not refund any money for products that you have accessed.
11.3 We may withdraw the product. We may write to you to let you know that we are going to stop providing the product. We will let you know at least two weeks in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.
12 IF THERE IS A PROBLEM WITH THE PRODUCT
12.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 02392 822254 or write to us at email@example.com or Building 3000, Lakeside North Harbour, Portsmouth PO6 3EN.
13 PRICE AND PAYMENT
13.1 Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on the website when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 14.3 for what happens if we discover an error in the price of the product you order.
13.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
13.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
13.4 When you must pay and how you must pay. The methods of payment will be specified on the order form when you complete it. You must pay for the products before you access the products. Your log on details will be made live once payment has been received.
13.5 Our right of set-off if you are a business customer. If you are a business customer 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).
13.6 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 5% a year above the base lending rate of the 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.
13.7 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. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
14 OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER
14.1 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.
14.2 When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
14.3 We are not liable for business losses. If you are a consumer we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 16.
15 OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS
15.1 Nothing in these terms shall limit or exclude our liability for:
15.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
15.1.2 fraud or fraudulent misrepresentation;
15.1.3 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; or
15.1.4 any matter in respect of which it would be unlawful for us to exclude or restrict liability.
15.2 Except to the extent expressly stated in clause 13.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
15.3 Subject to clause 16.1:
15.3.1 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
15.3.2 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 £1,000.
16 INTELLECTUAL PROPERTY RIGHTS
16.1 We grant you a licence to use our products by streaming them to your device for the period specified.
16.2 We own or have the benefit of a licence for all of the rights to our products. We must protect our rights and for this reason the conditions set out in clause 17.3 apply to your licence to use our products.
16.3 You must not:
16.3.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the products in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software used to provide, or provide access to, the products; or
16.3.2 access all or any part of the products in order to build a product or service which competes with our product; or
16.3.3 use the products to provide services to third parties in competition with the Licensor; or
16.3.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the products available to any third party, or
16.3.5 attempt to obtain, or assist third parties in obtaining, access to the products except through a purchase of the products from us.
16.4 We may require you to cease all use of any of the products if we reasonably believes that your use of this product infringes the Intellectual Property Rights of any third party, or breaches any applicable law or regulation. In this instance, we may, at our option either:
16.4.1 provide you with alternative content so as to avoid the infringement (but provide you with substantially the same features, functionality and specification); or
16.4.2 terminate this Agreement immediately on written notice in respect of the affected product and repay you the sum paid for the product that you cannot access.
17 AUTHORISED USERS
17.1 A business which wishes to use the products to deliver training to its employees or to use the products to deliver training services shall purchase multiple licences at rates agreed with us.
17.2 The business will be responsible for providing details of all persons who will be authorised users so that we can provide log in details for those persons. All log ons will be made live once payment has been received.
17.3 The business will be responsible for ensuring that all authorised users comply with the terms of this contract, and in particular are aware of the provisions of clause 18 and will comply with clause 18.3.
18 HOW WE MAY USE YOUR PERSONAL INFORMATION
19 OTHER IMPORTANT TERMS
19.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. If you are unhappy with the transfer you may contact us to end the contract within one month of us telling you about it and we will refund you any payments you have made in advance for products not provided.
19.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
19.3 Nobody else has any rights under this contract. 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.
19.4 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.
19.5 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.
19.6 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.
19.7 Alternative dispute resolution if you are a consumer. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to the European Commission Online Dispute Resolution platform. The European Commission Online Dispute Resolution platform will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings.
19.8 Which laws apply to this contract and where you may bring legal proceedings if you are a business. 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.
Model Cancellation Form for consumer customers
(Complete and return this form only if you wish to withdraw from the contract)
To Dunstan Thomas Consulting Limited, Building 3000, Lakeside North Harbour, Portsmouth PO6 3EN.
Telephone 02392 822254
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],
Ordered on [*]/received on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
[*] Delete as appropriate
© Crown copyright 2013.