Online Terms and Conditions for the supply of goods - Business to Business
Please read the following important terms and conditions before you buy anything on our website and check that they contain everything you want and nothing you are unwilling to agree to.
This contract sets out:
• your legal rights and responsibilities;
• our legal rights and responsibilities; and
• certain key information required by law.
In this Contract:
• ‘We’, ‘us’ or ‘our’ means Unicourse Ltd; and
• ‘You’ or ‘your’ means the business using our site to buy goods from us.
If you don’t understand any of this contract and want to talk to us about it, please contact us by:
• email expertnotes@unicourse.org (emails will be responded to, Monday to Friday: 9 am to 5pm); and
• telephone 0151 2361982 (calls will be answered, Monday to Friday: 9 am to 5 pm). We may record calls for quality and training purposes.
1.1 If you buy goods on our site, you agree to be legally bound by this contract.
1.2 You may only buy goods from our site for business reasons.
1.3 This contract is only available in English. No other languages will apply to this contract.
1.4
1.5 When buying any goods, you also agree to be legally bound by:
1.5.1 our website terms and conditions and any documents referred to in them;
1.5.2 extra terms which may add to, or replace some of, this contract. This may happen for security, legal or regulatory reasons. We will contact you to let you know if we intend to do this by giving you one month’s notice. You can end this contract at any time by giving one month’s notice if we tell you extra terms apply; and
1.5.3 specific terms which apply to certain goods. If you want to see these specific terms, please visit the relevant webpage for the goods or click on the terms and conditions button at any time during the online checkout process.
All these documents form part of this contract as though set out in full here.
2.1 Below, we set out how a legally binding contract between you and us is made.
2.2 You place an order on the site expertnotes.org. Please read and check your order carefully before submitting it. However, if you need to correct any errors, you can do so before submitting it to us.
2.2.1 When you place your order at the end of the online checkout process (e.g. when you click on the place order button), we will acknowledge it by email. This acknowledgement does not, however, mean that your order has been accepted.
2.2.2 We may contact you to say that we do not accept your order. This is typically for the following reasons:
(a) the goods are unavailable;
(b) we cannot authorise your payment;
(c) you are not allowed to buy the goods from us;
(d) we are not allowed to sell the goods to you;
(e) you have ordered too many goods; or
(f) there has been a mistake in the pricing or description of the goods.
2.2.3 We will only accept your order when we email you to confirm this (Confirmation Email). At this point:
(a) a legally binding contract will be in place between you and us; and
(b) we will email the goods to you.
3 No right to cancel this contract
3.1 You do not have the right to cancel this contract unless we are at fault.
4.1 If you cancel this contract because we are at fault, we will reimburse you for all payments received from you. We will make the reimbursement without undue delay and not later than 14 days after the day we are informed about your decision to cancel this contract.
4.2 We will make the reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise
4.3 If you have received goods by email, you will destroy the goods and delete all electronic and paper copies of the goods.
5.1 Unless you and we agree otherwise if we cannot deliver your goods within 30 days, we will:
5.2 You are responsible for the goods when delivery has taken place. In other words, the risk in the goods passes to you when you take possession of the goods.
5.3 We may deliver your goods in instalments.
6.1 We accept most credit and debit cards or BACS payments. We do not accept cash or cheques.
6.2 We will do all that we reasonably can to ensure that the information you give us when paying for the goods is secure by using an encrypted secure payment mechanism. However, in the absence of negligence on our part, we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.
6.3 Your credit card or debit card will only be charged when the goods are dispatched.
6.4 All payments by credit card or debit card need to be authorised by the relevant card issuer. We may also need to use extra security steps via:
6.4.2 Mastercard®SecureCodeTM; or
6.4.3 American Express SafeKey.
6.5 If we do not receive your payment and you have already received the goods, you:
6.5.1 must pay for such goods within ten days; or
6.5.2 must return them to us as soon as possible. If so, you must keep the goods in your possession, take reasonable care of them and not use them before you return them to us.
6.6.1 is in pounds sterling (£)(GBP);
6.7 If any sum under the contract is not paid when due, then, without prejudice to our other rights under the contract, that sum shall bear interest from the due date until payment is made in full, both before and after any judgment, at 8% per annum.
7.1 Quotations issued by us are valid for ten business days from issue. They do not constitute an offer to sell or supply. If you wish to purchase Goods that are the subject of a quotation, you will need to place an order.
7.2 Marketing and other descriptive matter relating to the Goods are illustrative only and do not form part of these terms. In placing an order, you agree that you have not relied on any representation or statement by us not set out in these terms.
7.3 These terms alone will apply to the supply of the goods by us to you. All other terms, including any you seek to incorporate or implied by course of dealing or by custom or practice, will not apply.
7.4 We warrant that for a period of [12] months (the Warranty Period), the goods will be free from defects in material and workmanship and of satisfactory quality within the meaning of the Sale of Goods Act 1979, that we have clear title to the goods and the right to supply them to you.
7.5 Where the goods fail to comply with clause 7.4, we will, at our option, re-supply them to you provided that you inform us in writing during the Warranty Period and promptly within 5 Business Days of discovery that the goods do not comply with clause 7.4 and you give us a reasonable opportunity to investigate any defective goods.
7.6 The terms of this contract will apply to any re-supplied goods.
7.7 We will not be liable for any failure of any goods to comply with clause 7.4 to the extent caused by your failure to comply with our instructions in relation to the goods or where you alter the goods without our prior written contract; or where you use the goods after notifying us that the goods do not comply with clause 7.4.
7.8 Except as set out in this clause 7, we give no warranty in relation to the goods and will be under no liability for their failure to comply with the warranty in clause 7.4.
7.9 In particular, the terms implied by the Supply of Goods and Services Act 1982, ss 13, 14 and 15 are expressly excluded.
If this contract is ended, it will not affect our right to receive any money you owe to us.
9 Failure of or delay in performance
9.1 If we are prevented or delayed in supplying the goods by any cause attributable to you, we (without prejudice to our other rights):
9.1.1 may suspend delivery of the goods until you remedy your default;
9.1.2 will not be liable for any costs or losses sustained by you as a result of such suspension; and
9.1.3 may charge you (and you will pay in accordance with these terms) costs or losses incurred by us arising from your default
10 Exclusion and limitation of liability
10.1 Except as expressly stated in this contract, all warranties and conditions, whether express or implied by statute, common law or otherwise, are hereby excluded to the extent permitted by law.
10.2 We do not limit our liability for:
10.2.1 death or personal injury caused by our negligence, or that of our employees, agents or subcontractors (as applicable); or
10.2.2 fraud or fraudulent misrepresentation by our employees or us.
10.3 Subject to clauses <!– [if supportFields]>REF "dd794061-db07-48f4-b602-8cb8c3142140"
\h \w
<![endif]–>10.1<!– [if gte mso 9]>
08D0C9EA79F9BACE118C8200AA004BA90B020000000800000025000000640064003700390034003000360031002D0064006200300037002D0034003800660034002D0062003600300032002D003800630062003800630033003100340032003100340030000000
<![endif]–><!– [if supportFields]><![endif]–> and 10.2, our total aggregate liability in respect of all other claims, losses or damages, whether arising from contract, tort (including negligence) or otherwise under or in connection with these terms shall in no event exceed the sum paid by you for the goods.
10.4 We shall not be liable to you for:
10.4.1 any indirect, special or consequential loss or damage; or
10.4.2 any loss of profits, turnover, data, business opportunities, anticipated savings or damage to goodwill (whether direct or indirect).
(a) were not foreseeable to you and us when the contract was formed; or
(b) that were not caused by any breach on our part;
10.4.5 losses to non-consumers.
11.1 We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with the goods or any other matter, please contact us as soon as possible.
11.2 If you and we cannot resolve a dispute using our internal complaint handling procedure, we will:
11.2.1 let you know that we cannot settle the dispute with you; and
11.2.2 give you certain information required by law about our alternative dispute resolution (ADR) provider.
11.3 If you want to take court proceedings, the courts of the part of the United Kingdom, or elsewhere, in which you live will have non-exclusive jurisdiction in relation to this contract.
11.4 The laws of England and Wales will apply to this contract.
Nobody other than a party to this contract has any right to enforce any term of this contract.
13.1 We do not assign to you any registered or unregistered Intellectual Property Rights in the goods or which belong to us, nor do we grant you a licence to use our IPR. You undertake that you will not:
13.1.1 will not use the IPR for any purpose;
13.1.2 will not modify or reverse engineer or take any similar action in relation to the IPR; nor
13.1.3 allow your Affiliates to use such IPR.
13.2 Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by us to you or not so supplied but used by us specifically in the manufacture of the goods shall at all times be and remain the exclusive property of ours but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us and shall not be disposed of other than in accordance with our written instructions, nor shall such items be used otherwise than as authorised by us in writing. We will defend or, at our option, settle any action brought against you arising from any claim that the receipt by you of the goods infringes any third party intellectual property rights.
13.3 Product Use
13.3.1 in order to deliver the goods, you confirm that classroom-based learning will be a part of the delivery model, meaning delivery via purely online learning is not allowed.
13.4.1 promptly advise us in writing of any claim or action;
13.4.2 make no admission as to or settlement or compromise of any claim or action without our prior written consent;
13.4.3 give us sole conduct of any defence and any settlement negotiations; and
13.4.4 co-operate fully with us at our expense and provide us with all reasonable assistance in the defence or settlement of such claim or action.
13.5 The provisions of this clause <!– [if supportFields]>REF
"5d08444f-6460-4f6e-b2d0-7444286c779f" \h \w <![endif]–>13<!– [if gte mso 9]>
08D0C9EA79F9BACE118C8200AA004BA90B020000000800000025000000350064003000380034003400340066002D0036003400360030002D0034006600360065002D0062003200640030002D003700340034003400320038003600630037003700390066000000
<![endif]–><!– [if supportFields]><![endif]–> set out our entire liability and your sole right in respect of third party intellectual property infringement.
14.1 A Force majeure means any of the following events, without limitation, war, the threat of war, revolution, terrorism, riot or civil commotion, or precautions against any such; strikes, lockouts or other industrial action, whether of our own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; failures of supply of water, power, fuels, transport, equipment or other Deliverables or services; explosion, fire, corrosion, ionising radiation, radioactive contamination; flood, natural disaster, or adverse weather conditions; malicious or negligent act or accident, and breakdown or failure of equipment, whether of ours or others.
14.2 We will not be liable if delayed in or prevented from performing our obligations under this contract due to a Force Majeure Event, provided that we:
14.2.1 promptly notify you of the Force Majeure Event and its expected duration, and
14.2.2 uses reasonable endeavours to minimise the effects of that event.
14.3 If, due to a Force Majeure Event, we:
14.3.1 are or are likely to be unable to perform a material obligation, or
14.3.2 are or are likely to be delayed in or prevented from performing our obligations for a continuous period of 20 Business Days you may within 10 Business Days terminate this contract on notice.
15.1 Confidential information means any information developed by us in performing our obligations under, or otherwise pursuant to this contract and all non-public information (whether in oral, written or electronic form) given by us to you or otherwise obtained by you relating to our know-how, intellectual property (including Intellectual Property Rights) and products.
15.2 You undertake that you shall keep any Confidential Information confidential and that you shall not use or disclose our Confidential Information to any person, except as permitted by clause <!– [if supportFields]>REF
"e74b052f-7012-4a95-9b30-c746a6bb539a" \h \w <![endif]–>15.3<!– [if gte mso 9]>
08D0C9EA79F9BACE118C8200AA004BA90B020000000800000025000000650037003400620030003500320066002D0037003000310032002D0034006100390035002D0039006200330030002D006300370034003600610036006200620035003300390061000000
<![endif]–><!– [if supportFields]><![endif]–>.
15.3.1 disclose any Confidential Information to any of your employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this contract, provided that you must ensure that each of your Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 15 as if it were a party;
15.3.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
15.3.3 use Confidential Information only to perform any obligations under this contract.
15.4 A reasonable number of copies of Confidential Information may be made and used subject to this clause 15.
15.5 Clause <!– [if supportFields]>REF
"9897e577-e39e-4bc2-9b8e-424cce6aeef0" \h \w <![endif]–>15<!– [if gte mso 9]>
08D0C9EA79F9BACE118C8200AA004BA90B020000000800000025000000390038003900370065003500370037002D0065003300390065002D0034006200630032002D0039006200380065002D003400320034006300630065003600610065006500660030000000
<![endif]–><!– [if supportFields]><![endif]–> will bind you during the term of this contract and for a period of five years following termination of this contract.
16.1 We may, without prejudice to our other rights and remedies by notice in writing to you immediately terminate this contract if you:
16.1.1 are in material or persistent breach of any of its obligations under this contract and if that breach is capable of remedy and you have failed to remedy that breach within 10 Business Days after receiving written notice requiring you to remedy that breach; or
16.1.2 are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986) or become insolvent, or an order is made, or a resolution passed for the administration, winding-up or dissolution of you (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of your assets or you enter into or propose any composition or arrangement with your creditors generally, or any analogous event occurs in any applicable jurisdiction.
16.2 We may, without prejudice to our other rights and remedies by notice in writing to you immediately terminate this contract:
16.2.1 if you cease or threaten to cease carrying on business; or
16.2.2 if you or any of your Associates undergo a change of control that is in our reasonable opinion likely to have a material adverse effect on you.
16.3 In the event of termination of this contract for any reason, you shall within 10 Business Days of such termination return or destroy all Confidential Information and any other information or documentation in your possession or under your control and all copies of such information.
16.4 Termination of this Contract for whatever reason shall not operate to affect any provisions that expressly or by implication survive termination.
Any clauses in this contract that are expressly stated or by implication intended to apply after termination of this contract shall continue in full force and effect after such termination.
No variation of this contract shall be valid or effective unless it is in writing by us.
17.3 Without prejudice to any other rights or remedies of the parties, you acknowledge for our benefit that damages might not be an adequate remedy for any breach of the provisions of this contract and that, accordingly, we shall be entitled without proof of special damage to the remedies of injunction and specific performance and other equitable remedies for any threatened or actual breach of the provisions of this contract by you.
17.3.1 If any provision of this contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this contract shall not be affected.
17.4.1 No failure, delay or omission by us in exercising any right, power or remedy provided by law or under this contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
17.5 Assignment and subcontracting
17.5.1 We may sub-contract in any manner any or all of our obligations under this contract, provided that we give prior written notice to you of such sub-contract, including the name of the proposed sub-contractor.