GENERAL TERMS AND CONDITIONS
The website www.pharmaphorum.com (“Website”, “Site”) is a Site owned and operated by pharmaphorum media limited, a company registered in England and Wales with company number 07254094 whose principal place of business is at Rosemount House, Rosemount Avenue, West Byfleet, Surrey, KT14 6LB, United Kingdom. In these terms pharmaphorum media limited is referred to as “Us” “We”, “Our” and “pharmaphorum”. Our VAT number is 104377729.
Welcome to Our Website. This page sets out the terms and conditions (“Terms and Conditions”) under which You may use Our Website, whether You are a guest or a registered user (both referred to as “You”, “Your”).
The Website is a dynamic information and discussion portal for the pharmaceutical industry with facilities for bringing together and sharing relevant information and for interactive comment and discussion. The Site provides facilities for user forums and comment, submission and uploading of articles and reports (including video and audio material), advertising and booking of events, advertising of jobs, a company showcase (directory), purchase and downloading of materials and links to/from social networking sites.
By clicking the “Accept Terms and Conditions” on this Website or by using Our services You are deemed to have accepted these Terms and Conditions and You are agreeing that You shall be bound by them. Please read the Terms and Conditions carefully and contact Us or Your legal advisors if You have any questions relating to the Terms and Conditions. If You do not agree to be bound by all of the Terms and Conditions, please do not proceed and please refrain from any further use of Our Site.
We reserve the right to withdraw, or make changes and corrections to, any content of the Site or Our services at any time without notice.
We make all reasonable efforts to keep the Website up and running smoothly. However, We may from time to time be required to suspend the operation of the Website or restrict access to it or to parts of it without notice, including for repair, maintenance, improvement or other technical reason. We do not guarantee that use of the Website will be uninterrupted or error-free or will achieve any particular results.
The Terms and Conditions are effective from 1st January 2012. We may change the Terms and Conditions from time to time by amending them and You should check the Terms and Conditions regularly as they are legally binding on You and to ensure that You understand them. Some provisions on this page may be superseded by provisions or notices published elsewhere on the Site.
Access to the Website and Uploading Material
You are responsible for making all arrangements to access to Our Site, and for ensuring that all persons who access Our Site through Your internet connection are aware of Our Terms and Conditions and that they comply with them.
When using Our Site, You must comply with the provisions of Our acceptable use policy (see below). Whenever You make use of a feature that allows You to upload material to the Site, or to make contact with other users of the Site, You must comply with the content standards set out in the acceptable use policy and Our rules for submission, which are found within Our acceptable use policy. You warrant that any such contribution complies with those standards and You indemnify Us for any breach of that warranty.
Information about You
Disclaimers and Limit of Liability
Please read these provisions carefully as they limit Our legal liability in connection with Your use of Our Website. Use of this Website is subject to the following disclaimers:
We have taken reasonable care in the preparation of the content of this Website. The information and materials that this Website contains are provided by Us in good faith. Some information and materials are prepared on the basis of publicly available information and other sources which are believed to be reliable. Comments and other materials posted on Our Website are not intended to amount to advice upon which You should rely. We disclaim all responsibility and liability arising from any reliance placed on such materials by any visitor to Our Site or by anyone who may be informed of its contents.
We do not guarantee the accuracy or validity of the information and materials on this Website. While We use reasonable endeavours to keep the information up to date and correct, neither We nor any third parties make any representations or provide any warranties, express or implied, as to the accuracy, reliability, timeliness, completeness, or suitability of the information or materials on this Website. You acknowledge that such information and materials may contain inaccuracies or errors and We expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
We make no warranty or representation that this Website will always be available or that any Website problems will be corrected or that it or any material downloaded from it is free from viruses or similar and We expressly exclude liability arising from the same.
Access to this Website including the use of any information or materials on it and any reliance You place on such information is entirely at Your own risk. It shall be Your own responsibility to ensure that any information, Goods or Services made available through this Website meet Your specific requirements.
Nothing in the Terms and Conditions shall attempt to limit liability that is not permissible under applicable law including for death or personal injury arising from Our negligence or for fraudulent misrepresentation.
Except as expressly set out in the Terms and Conditions, in no event will We be liable (including in contract, tort, negligence, statutory duty or otherwise, to the maximum extent permitted by applicable law) for any loss or damage whatsoever, including without limitation, direct, indirect or consequential loss or damage, incurred by any user resulting from whatever cause arising out of or in connection with the use of this Website or through the use of any information or material obtained either directly or indirectly from this Website.
We accept no responsibility for, and exclude all liability for, the Website being temporarily unavailable for any reason.
Copyright and Intellectual Property Rights
We are the owner or the licensee of all intellectual property rights in the Website and in its content (“Content”) where Content means any information, mode of expression, news, article, directory, database, image, trademark, trade name, logo or other material or works found on the Website. This includes discussion boards, chat, software, coding, our writings, graphics and any and all other features found on the Website.
The Website and its Content, including Our trademarks and logos, is copyright of pharmaphorum media limited or its licensors ©. All rights reserved. The rights of trademark owners are acknowledged.
Any redistribution or reproduction of part or all of this Website and/or the Content of this Website in any form is prohibited other than the following:
- You may print off one copy and may download to a local hard disk extracts in an unaltered form for Your personal reference and non-commercial use only;
- You may copy the Content to individual third parties within your organisation for their personal use, but only if You acknowledge the Website as the source of the material and Our intellectual property rights in the Content;
- Any such copies and downloads must not be modified and any illustrations, photographs, video sequences or graphics must include their accompanying text.
Our status and that of any identified contributors as authors of material on Our Site must always be acknowledged.
You may not, except with Our express written permission, distribute, or commercially exploit the Content, nor may You transmit it or store it in any other website or other form of electronic retrieval system. If you wish to make enquiries about a licence to reproduce material from the Website, please contact Us or the copyright owner.
pharmaphorum is a UK unregistered trademark of pharmaphorum media limited.
Intellectual Property Rights in Material You Submit
You agree that You are the owner or licensee of the intellectual property rights in any article or similar material You submit or post to the Site. You hereby agree that pharmaphorum media limited shall have exclusive publication rights for such submissions to Our Site for a period of four (4) weeks from first publication on the Site. You agree that during this period, You will not publish the article or material on any other website or electronic media or in any form of publication including hard print copy without Our prior express written permission. After the period of four (4) weeks, You agree that You will accredit any other publication of the article or material with the wording “first published on pharmaphorum.com” and where publication is on another website or form of electronic media, You shall include a link through to Our Website.
Linking to and from Our Site
You may link to Our homepage provided You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists.
You must not establish a link from any website not owned by You.
Our Site must not be framed on any other site without Our prior written permission, nor may You create a link to any part of Our site other than the homepage. We reserve the right to withdraw linking permission without notice at our sole discretion. The website from which You are linking must comply in all material respects with the principles set out in Our acceptable use policy (see below).
If You wish to make any use of material on Our site other than set out above, please address your request to Us via the Contact Us tab on Our Site.
You may find that the Website includes links to other websites through hypertext or other computer links. These links are provided for Your convenience and We have no control over and shall not be responsible for the content of any linked websites. The existence of any links does not imply that We recommend or endorse the content in any linked websites.
The Terms and Conditions shall be governed by and construed in accordance with the laws of England. Your use of this Website is subject to the laws of England and You and We agree that the courts of England shall have exclusive jurisdiction over any claim arising from or related to a visit to Our Site, although We retain the right to bring proceedings against You for breach of these conditions in Your country of residence or any other relevant country.
If any provision of the Terms and Conditions shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.
The Terms and Conditions constitute the entire agreement between You and Us with respect to the subject matter hereof and shall supercede all previous representations, agreements and other communications between You and Us, both oral and written.
Thank You for visiting Our Site.
ACCEPTABLE USE POLICY
This acceptable use policy sets out the terms between You and Us under which You may access and use Our Website, and applies to all users of and visitors to Our Site. Your use of Our Site means that You accept and agree to abide by all of the policies in this acceptable use policy which supplement and are incorporated into Our Terms and Conditions (see above).
The website www.pharmaphorum.com is a site owned and operated by pharmaphorum media limited, a company registered in England and Wales with company number 07254094 whose principal place of business is at Rosemount House, Rosemount Avenue, West Byfleet, Surrey, KT14 6LB, United Kingdom. In these terms pharmaphorum is referred to as “Us” “We”, “Our” and “pharmaphorum”.
Please note that pharmaphorum is an online community of like-minded individuals and in order to keep it running smoothly, legally and in good humour, We ask our users to adhere to the rules outlined below. Please bear in mind that our rules are designed to ensure the Website is safe to read at work and is a pleasant place to be for all users. The Website encourages active and open debate among Our members, but this must be done in a lawful and civil manner.
The content of this Website is for Your general information and lawful use only. You are prohibited from (unless expressly permitted in writing by Us or in these terms):
- using the Website for any commercial purposes;
- using the Website for data mining or for market research purposes;
- collecting users’ personal or contact information;
- diverting users to other websites;
- using the Website for promoting, advertising or marketing any other services or products without Our prior written approval;
- using the Website for any unlawful or fraudulent purpose, or in a way which breaches any applicable local, national, or international law or regulation;
- sending, knowingly receiving, uploading, downloading, or using any material which does not comply with Our Rules for Submission;
- transmitting, or procuring the sending of unsolicited or unauthorized advertising or promotional material (spam);
- knowingly transmitting, sending or uploading any data or material that contains viruses, Trojan horses, worms, timebombs, keystroke loggers, spyware, adware or other programs or code designed to harm or adversely affect the operation of software or hardware.
This Website contains information which is owned or licensed to Us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with Our copyright notice which forms part of Our Terms and Conditions.
All trademarks, unregistered or registered, reproduced in this Website which are not the property of, or licensed to, Us are acknowledged on the Website.
Unauthorised use of the Website or its Content may give rise to a claim for damages and/or may be a criminal offence.
We provide interactive services on Our Website including, without limitation; Services to allow You to comment on Website Content (including commenting via a variety of social media tools); and User forums.
While We can’t (and do not) review all transmissions by Our users, We reserve the right to monitor any information posted, transmitted or received through the Website.
All Content submitted to Us and comments posted about articles on Our Site are pre-moderated by Us in accordance with Our Rules for Submission, but please be aware that postings to Our user forums are not pre-moderated. All decisions regarding moderation and publishing and/or removal of comments and/or Content are at Our sole discretion.
We may add to Our interactive services from time to time, and We shall provide information to You about the service and the form of moderation We shall use for each service, based on Our assessment of the risks to You and other users of Our Website. However, We are not obliged to monitor or moderate any services We provide and We exclude all liability for any loss or damage arising from the use of any interactive services by a user in contravention of Our Rules for Submission.
- Suspend or withdraw your right to use our Website immediately, on a temporary or permanent basis;
- Withdraw any posting or material uploaded by You to our site immediately, on a temporary or permanent basis;
- Issue a warning to You;
- Instigate legal action against You, including but not limited to legal proceedings for reimbursement of Our costs on an indemnity basis (including reasonable administration and legal costs) resulting from the breach;
- Disclose such information to law enforcement authorities as We reasonably feel is necessary;
- Take any other action We reasonably deem is necessary.
We exclude liability for actions taken in response to breaches of this acceptable use policy.
Rules for Submission
These rules apply to any and all contributions to Our website and to all associated interactive services.
All matters relating to conduct and compliance with these Rules for Submission will be determined by pharmaphorum in its sole discretion.
If You see any posting on the Website which You think does not conform to these standards or if You have a complaint about any posting or Content on the Site then please use the report link where available or contact Us using the Contact Us tab of the Site.
These Rules for Submission are incorporated into our Terms and Conditions.
Contributions to the Website must:
- Be accurate (where they state facts)
- Be genuinely held (where they state opinions)
- Comply with applicable law in the United Kingdom and in any country from which they are posted
- Reference the sources of information and content as appropriate.
When using the Website, including any forum posting and/or submission of any comment, You agree not to use, or allow others to use, Your membership to:
- Post any material likely to cause annoyance, provocation, harassment, alarm, upset or embarrassment to any reasonable person or which promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Name companies or individuals in relation to accusations of malpractice, fraud or other criminal offences or civil wrongs.
- Use the forum to harass or threaten anyone, or abuse or invade another’s privacy including but not limited to posting personal or private information or images.
- Create multiple memberships.
- Post, transmit, or link to any content that is abusive, sexually explicit, vulgar, obscene, hateful, fraudulent, unlawful, threatening, harassing, or defamatory or promotes violence or which discloses private or personal matters concerning any person;
- Post or transmit any material that You do not have a right to transmit under law or which may infringe the rights of any other person (such as copyright, database right, trademark, trade secret or securities) or under contractual or fiduciary relationships (as in nondisclosure agreements);
- Impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with anyone or entity, including giving the impression that contributions come from Us if this is not the case;
- Post or transmit statements that are likely to deceive, are knowingly false or misleading, or use such statements to manipulate the market for any security;
- Post or transmit any advertising, promotional materials, or material which may be masquerading as such, or other forms of solicitation including chain letters or pyramid schemes;
- Collect or store personal data about other users;
- Post any material which promotes any illegal activity or which advocates, promotes or assists any unlawful act;
- Post or transmit any file that contains viruses, corrupted files, “Trojan Horses,” or any other contaminating or destructive features that may damage someone else’s computer.
You are responsible for all statements made and acts that occur through the use of Your membership and password. Please don’t disclose Your password to anybody. If Your password has been stolen or disclosed, or if Your account has been compromised in any way You must contact Us immediately.
By submitting material to the Website, except in the case of articles or similar submissions for which You grant pharmaphorum exclusive publication rights for a period of four (4) weeks from first publication on the Site, You are granting to pharmaphorum a perpetual royalty free non-exclusive licence to reproduce, modify, translate, make available, distribute and allow others to use any material You submit in whole or in part or in any form. We will use reasonable endeavours to credit authors of the material where possible, but We cannot guarantee to do so.
PHARMAPHORUM TERMS AND CONDITIONS OF SUPPLY
The website www.pharmaphorum.com is a site owned and operated by pharmaphorum media Limited, a company registered in England and Wales with company number 07254094 whose principal place of business is at Rosemount House, Rosemount Avenue, West Byfleet, Surrey KT14 6LB, United Kingdom. In these terms pharmaphorum is referred to as “Us” “We”, “Our” and “pharmaphorum”. Our VAT number is 104377729.
You may use this Website for ordering of and payment for items and services available through Our Site, including but not limited to articles and reports (including video and audio material, advertising and booking of events, advertising of jobs, company showcase listings and purchase of other materials. Please note that restrictions may be placed on the extent to which We can accept orders from specific countries.
By ordering and/or purchasing items and/or services on our Site You are agreeing to comply with and be bound by all of Our Terms and Conditions which together govern our relationship with You in relation to the ordering and purchasing of items and services, and Your use of the Website. Please read all of the Terms and Conditions carefully before ordering or purchasing items or services from Us. You should print a copy of these terms and conditions for future reference.
Please click on the button marked “I Accept” when ordering items or services from our site to indicate You accept them these terms and conditions. Please understand that if You refuse to or do not accept Our Terms and Conditions, You will not be able to order any items or services from our site.
We use reasonable endeavours to keep information on Our website up-to-date and correct, but please refer to Our Disclaimers in the Terms and Conditions above with regard to any information that We may provide and materials that may be purchased and/or downloaded from Our site.
The following terms have the meanings set forth below whenever they are used in the Terms and Conditions:
“Company” means the entity as defined by the Companies Act 2006, which is purchasing the Items or using the Services, including its employees and subcontractors.
“Items” means the items supplied by Us to You.
“Order” means Your order for Our Items and/or Services which shall detail the Items and/or Services to be supplied.
“Problem” means any faults or errors with the Services performed by Us with respect to the Items notified in accordance with Clause 3.
“Services” means those services provided by Us to You as further set out in the applicable Order and as described on the Website or in Our literature, as provided to You by Us.
“Fee” means the fee payable by You to Us in respect of the Items and/or Services Ordered by You, in accordance with the prices set out on the Website or as otherwise notified to You by Us.
“Website”, “Site” means Our website at www.pharmaphorum.com.
“You” means the client, being a person, firm or corporate body, including the Company, which is specified on the Order.
- Ordering Items and Services
2.2 By placing an order through Our Site, You warrant that:
- You are legally capable of entering into binding contracts on Your own behalf, or if You are acting on behalf of a Company, that You are authorised to bind the Company; and
- You are at least 18 years old.
2.3 It is important that You check Your Order before submitting it online or sending it to Us as any changes requested once We have commenced work on Your Order or passed the Order to the relevant third-party supplier may be subject to additional fees.
2.4 You may not assume that Your Order submitted via the website has been received and accepted by Us until You have received an email from Us confirming that Your Order has been accepted. We shall respond to each Order that is accepted by Us with an Order confirmation and an associated payment receipt. We reserve the right to refuse an Order at Our discretion but shall not unreasonably do so.
2.5 For those Items or Services being provided direct to You by a third-party, We shall forward Your Order and payment to the third-party who shall be responsible for supplying the Items or Services to You.
- Contract Formation
3.1 Subject to Clause 3.2, an Order confirmation from Us, together with the Terms and Conditions shall form a contract (“Contract”) for the supply by Us and the purchase by You of Items and/or Services. The contract will relate only to those Items or Services We have confirmed in the Order confirmation and We will not be obliged to supply any other Items or Services which may have been part of Your Order until We send You a corresponding Order confirmation.
3.2 Please note that in some cases, We accept orders as agents on behalf of third-party sellers. The resulting legal contract is between You and that third-party seller, and is subject to the terms and conditions of that third-party seller, which they will advise You of themselves. You should carefully review their terms and conditions applying to the transaction.
3.3 If You are purchasing from Us as a consumer, in accordance with the Consumer Protection (Distance Selling) Regulations 2000 You may cancel a Contract at any time within seven working days, provided that We have not started work on supplying the Item or Service. If You have already received the Items or Services ordered or if We have started the Services then You may not cancel the corresponding Contract. To cancel a Contract, you must inform us in writing.
3.4 If You are purchasing from Us as a Company, then other than as the result of a breach of Clause 4.2 or 7.1 You may not cancel a Contract. If You have already received the Items or Services ordered, or if We have started the Services then You may not cancel the corresponding Contract. To cancel a Contract, you must inform us in writing.
- Supply of Items and Services
4.1 We shall supply the Items and/or Services in accordance with Your Order. Work on Your Order shall commence upon its receipt by Us.
4.2 If You have not received your Items within five (5) working days of submitting Your Order, or if there is a Problem with the Items or Services, please notify Us promptly via the Contact Us tab on the Website and We shall try and resolve it. Please note that any claims made by You for any such Problems are subject to the limit of Our liability as set out in Clause 8.
4.3 Your Order will either be fulfilled promptly or for certain items, by the delivery date set out in the Order Confirmation or, if no delivery date is specified, then within a reasonable time of the date of the Order Confirmation, unless there are exceptional circumstances.
- Price & Payment
5.1 Unless otherwise agreed in writing by Us, You agree to pay the Fees at the time You submit Your Order and in accordance with the Terms and Conditions. We take payment in pounds sterling, and other currencies that may be advised on Our Website from time to time.
5.2 Our prices for Items and Services are shown on the Website from time to time (except in cases of obvious error) or as notified to You by Us. Prices are liable to change at any time, but changes will not affect Orders in respect of which We have already sent You an Order Confirmation.
5.3 Our Site contains a large number of items and services and it is always possible that, despite our best efforts, some of them may be incorrectly priced. In this event, at Our discretion, We may refund any overpayment by You, or contact You for instructions or reject your Order and notify You that We are rejecting it. If the pricing error is obvious and unmistakeable and could have reasonably recognised by You as an error, we do not have to provide the Items or Services to You at the incorrect (lower) price.
5.4 Prices include VAT where applicable. However, if the rate of VAT changes between the date of your Order and the date of delivery, We will adjust the VAT You pay, unless You have already paid for the Items or Services in full before the change in VAT takes effect. You shall be liable for any other agreed upon fees, any value added, sales, excise or other taxes or customs duties applicable.
5.5 Other than as set out in Clause 5.6, payment for all Items or Services must be by credit or debit card in accordance with the terms and conditions of Our online payments provider. Our online payment partners are authorised and registered by the Financial Services Authority. Please refer to their terms and conditions for further information.
5.6 You may for certain Items notified on Our Website request to make payment on receipt of an invoice. Where selected, the invoice will be provided electronically, and payment of the Fees can be made by bank transfer via Our Website. You will pay the Fees in full on receipt of the invoice. We will issue you with a receipt electronically.
6.1 If You are purchasing Items and/or Services as a business, You will only be entitled to a refund in the event that the Items and/or Services do not conform with their respective warranties set out in Clause 7.1 below.
6.2 If You are purchasing items or services as a consumer, You will only be entitled to a refund in accordance with Your legal rights and subject to the terms and conditions of any third-party provider in the event that the Items and/or Services do not conform with their respective warranties set out in Clause 7.1 below. If You have cancelled the Contract between Us in accordance with Clause 3.3 We will refund the price paid in full, and any applicable delivery charges.
6.3 If You are claiming a refund, We will review the Items or Services supplied and will notify You via e-mail within a reasonable period of time. We will usually process any refund due to You in full as soon as possible and, in any case, within thirty (30) days of such email. In the event that an Item or Service does not conform with its respective warranty, We shall refund the price of the Item or Service in full, any applicable delivery charges and any reasonable costs in returning the Item to Us.
7.1 We warrant to You that any Item purchased from Us through Our Site will, on delivery conform with its description, and any Service purchased by You and supplied by Us shall be carried out with reasonable skill and care.
7.2 We may provide links on Our Site to the websites of other companies, whether affiliated with Us or not. We cannot give any undertaking that items or services You purchase from third-party sellers through Our Site, or from companies to whose website We have provided a link on Our Site, will be of satisfactory quality, and any such warranties are DISCLAIMED by Us absolutely. This DISCLAIMER does not affect your statutory rights against the third-party seller. We will notify You when a third-party is involved in a transaction, and We may disclose your personal information related to that transaction to the third-party seller.
7.3 Except as set out in the Terms and Conditions, We specifically exclude but without limitation all conditions, warranties, representations or other terms relating to the Contract including any conditions, warranties, representations or other terms that might otherwise be implied or incorporated into the Contract, such as those of satisfactory quality, fitness for a particular or any purpose, or ability to achieve any particular result. Notwithstanding the foregoing, if You are entering into the Contract as a consumer, this shall not affect Your statutory rights.
7.4 You acknowledge that, in entering into a Contract, You do not rely on or will have any remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in the Terms and Conditions or the documents referred to in them.
- Limitation of Liability and Insurance
8.1 Nothing in this agreement excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any breach of the obligations 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 Items under the Consumer Protection Act 1987; or (e) any other matter for which it would be illegal for Us to exclude or attempt to exclude our liability.
8.2 Subject to Clause 8.1 Our maximum aggregate liability to You for any cause whatsoever shall be for direct costs and damages only and will be limited to 125% of the fees paid and payable by You in respect of the Items or Services which are the subject of Your claim.
8.3 Subject to below, We will not be liable for losses that fall into the following categories: (a) loss of income or revenue; (b) loss of business; (c) loss of profits; (d) loss of anticipated savings; (e) loss of data; or (f) any indirect or consequential loss.
8.4 Where You buy any product from a third-party supplier through Our Site, the seller’s individual liability will be set out in the seller’s terms and conditions.
8.5 Except for any liabilities We cannot exclude by law, We hereby exclude all liability that We have not expressly accepted in these Terms and Conditions. These limitations will apply regardless of the form of action, whether under statute, in contract, tort, including negligence, or any other form of action. For the purposes of this Clause 8 “We” includes Our employees, sub-contractors, licensors and suppliers who shall therefore have the benefit of the limits and exclusions of liability set out in this Clause in terms of the Contracts (Rights of Third Parties) Act 1999.
- Duration & Termination
9.1 The Contract shall become effective on the date of Your receipt of Our Order Confirmation and shall continue, unless and until terminated in accordance with the provisions of Clause 9.2. For the avoidance of doubt, in the event of the Contract being terminated any other current Contracts shall continue until such Contracts are themselves terminated or expire.
9.2 Either party (“the Initiating Party”) may forthwith terminate the Contract at any time:
- on thirty days written notice if the other party commits any material breach of the Contract and has not remedied the breach set out in such notice by the end of such thirty day period; or
- if the other party shall have a receiver or administrative receiver appointed over it or any of its undertaking or assets or shall pass a resolution for winding up or ceases to trade or any similar event occurs.
9.3 Each Contract shall expire without need for notice, when the obligations set out in that particular Contract have been completed and all sums due have been paid.
9.4 The expiry of any Contract or the termination thereof for whatever reasons shall be without prejudice to any other rights or remedies a party may be entitled to under law and shall not affect the respective rights and liabilities of either of the parties accrued prior to such termination.
10.1 Each party agrees to treat as confidential all documents and information that are identified as being confidential, or that could reasonably be expected to be confidential, that are provided by the other party during or in connection with the Contract. Each party shall use all reasonable endeavours to ensure that its employees and its sub-contractors are under a similar obligation of confidentiality in respect of the relevant documents and information. The above restrictions shall not apply to information which is, or has become, part of the public domain other than as a result of a breach of the obligations of confidentiality set out above.
- Written Communications
11.1 Applicable laws require that some of the information or communications We send to You should be in writing. When using Our Site, You accept that communication with Us will be mainly electronic. We will contact You by e-mail or provide You with information by posting notices on our website. For contractual purposes, You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that We provide to You electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
12.1 All notices given by You to Us must be given in writing to Us at the above postal address sent postage prepaid by registered or recorded mail, and marked for the attention of “The Company Secretary”. We may give notice to You at either the e-mail or postal address You provide to Us when You registered or when You place an Order, or in any of the ways specified above. Notice will be deemed received and properly served immediately when posted on our Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
- Force Majeure : Events outside Our Control
13.1 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 events outside Our reasonable control (Force Majeure).
13.2 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and We will have an extension of time for performance for the duration of that period. We will use Our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which Our obligations under the Contract may be performed despite the Force Majeure Event.
- Transfer of Rights and Obligations
The Contract between You and Us is binding on You and Us and on our respective successors and assignees. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of Your rights or obligations arising under it, without Our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of Our rights or obligations arising under it, at any time during the term of the Contract.
15.1 If We fail, at any time during the term of a Contract, to insist upon strict performance of any of Your obligations under the Contract or any of the Terms and Conditions, or if We fail to exercise any of the rights or remedies to which We are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve You from compliance with such obligations.
15.2 A waiver by Us of any default will not constitute a waiver of any subsequent default.
15.3 No waiver by Us of any of the Terms and Conditions will be effective unless it is expressly stated to be a waiver and is communicated to You in writing in accordance with Clause 11 above.
- Variation of Terms
16.1 We may at any time without notifying You make any changes to the Services or Items necessary to comply with any applicable statutory, legal or other requirements, or which do not materially affect the nature or quality of the Services or Items or which are necessary due to events or circumstances beyond Our reasonable control.
16.2 We have the right to revise and amend the Terms and Conditions from time to time. You will be subject to the Terms and Conditions in force at the time that You order from us, unless any change to the Terms and Conditions is required to be made by law or governmental authority (in which case it will apply to Orders previously placed by you), or if We notify You of the change to the Terms and Conditions before We send You the Order Confirmation, in which case We have the right to assume that You have accepted the change unless You notify Us to the contrary within seven working days of receipt by You of the Items or Services.
17.1 The following clauses shall continue to be in effect after the termination or expiration of the Contract: 1, 5, 6, 8, 9.4, and 10 to 18 inclusive.
The Contract shall be governed by and construed in accordance with the laws of England and subject to the jurisdiction of the courts of England. If an English Court judges any provision of the Contract to be invalid, void, or unenforceable, the parties agree that the remaining provisions of the Contract shall remain valid and enforceable. The Contract may not be changed, modified, amended, released or discharged except by the written agreement of the parties. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract except as explicitly provided by Clause 8.5 herein but this does not affect any right or remedy of a third-party that exists or is available apart from the Act. Neither party is responsible for failure to fulfil its obligations in the Contract due to causes beyond its reasonable control. The Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous representations, agreements and other communications between the parties, both oral and written. The Contract shall prevail notwithstanding any variance with the terms and conditions of any purchase order submitted by You. Nothing in the Contract shall affect Your statutory rights if You are entering into the Contract as a consumer.