LAST UPDATED: 6 January 2021
TERMS AND CONDITIONS OF SUPPLY OF EMBRACING FUTURE POTENTIAL LTD
Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
WE PARTICULARLY DRAW ATTENTION TO CLAUSE 7 WHICH LIMITS OUR LIABILITY
You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these terms and conditions.
You must not place any order with us unless you do so in the course of a business and on these terms.
1.1 Placing your order. Please follow the instructions to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.
1.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
1.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted.
1.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation. At this point your order cannot be cancelled.
1.5 If we cannot accept your order. If we are unable or unwilling to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
1.6 Amending your order. We may accept your order but need to make reasonable adjustments or amendments to your order or any material which we publish for you, in order to ensure that such is consistent with the quality appearance and image of our website and the other material which we publish. We will normally seek your agreement to any revisions but provided that the adjustments or amendments are reasonable then you will not be entitled to a refund even if you do not agree them.
2. Our services
2.1 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
2.2 Time for performance. We will try to meet any reasonable dates specified in your Order but we cannot guarantee to do so and, so long as we supply within a reasonable time, failure to meet any dates specified will not be a breach of our obligations or entitle you to terminate the Contract.
2.3 Maximum period. Our Services will be provided for such period as is agreed but will not exceed 12 months from Commencement Date.
3. Your obligations
3.1 It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you cooperate with us in all matters relating to the Services;
(c) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(d) you ensure that you are legally entitled to use reproduce or publish any material and that it does not infringe any copyright or other rights of any other.
3.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation of yours (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract Termination);
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
4.1 In consideration of us providing the Services you must pay our charges (Charges).
4.2 The Charges are the prices which we specify on accepting your Order.
4.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we may increase the Charges accordingly.
4.4 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
4.5 It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If we mistakenly accept and process your Order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may charge you the correct amount.
5. How to pay
5.1 Payment for the Services is in advance on invoice.
5.2 If we do allow any credit this is discretionary and we may withdraw any such credit at ay time by giving you notice.
5.3 For any failed or cancelled payments, a £25 administration fee will be levied.
5.4 If you fail to make a payment under the Contract by the due date, then, without limiting our other remedies you must pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment at the 8% per annum above Bank of England base rate or at 8% if the base rate is below 0%.
6. Intellectual property rights
6.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
6.2 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
7. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
7.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation.
7.2 Subject to the above we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
7.3 Subject to the above our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the amount which you pay for the Services under the Order to which the claim relates.
7.5 This clause survives termination of the Contract.
8.1 We each undertake that we will not at any time and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted below.
8.2 We each may disclose the other’s confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause ; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
8.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
9. Termination, consequences of termination and survival
9.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
9.2 Consequences of termination. On termination of the Contract you will be liable (in addition to any Charges as are already due to pay us a fair and reasonable amount for any work in progress for which we have not yet charged.
9.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
10. Events outside our control
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
10.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
10.3 You may cancel the Contract affected by an Event Outside Our Control [which has continued for more than 90 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
11. Communications between us
11.1 When we refer to “in writing” in these Terms, this includes email.
11.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
11.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
11.4 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 email, that such email was sent to the specified email address of the addressee.
11.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
12.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
12.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by us (or our respective authorised representatives).
12.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
12.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
12.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
12.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.