TERMS OF SALE
These Terms of Sale set out the terms under which Paid Content, accessed via Subscriptions, is sold by Us to business customers through this website, exceed9.com (“Our Site”). Please read these Terms of Sale carefully and ensure that you understand them before purchasing a Subscription. You will be required to read and accept these Terms of Sale when ordering a Subscription. If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to purchase a Subscription and access Paid Content through Our Site. These Terms of Sale, as well as any and all Contracts are in the English language only.
1. Definitions and Interpretation
1.1 In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:
“Account” means an account required for a User to access and/or use certain areas of Our Site, as detailed in Clause 4;
“Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site;
“Paid Content” means digital content made available for sale via Our Site;
“User” means a user of Our Site;
“User Content” means any content submitted to Our Site by Users including, but not limited to, comments, working documents, testimonials, feedback; and
“We/Us/Our” means BMD Global Ltd, a company registered in England under 5287155, whose registered address is Suite 7 Sunvie, 3 Durrant Road Bournemouth Dorset BH2 6NE.
2. Information About Us
2.1 Our Site, exceed9.com, is owned and operated by BMD Global Ltd, a limited company registered in England under 5287155, whose registered address is Suite 7 Sunvie, 3 Durrant Road Bournemouth Dorset BH2 6NE. Our VAT number is 868 5239 77.
3. Access to and Use of Our Site
3.1 Access to Our Site is free of charge.
3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.
3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
4. Business Customers and Consumers
4.1 These Terms of Sale apply to business customers only. These Terms of Sale do not apply to individual consumers purchasing Paid Content for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession). If you are a consumer, please consult our Consumer Terms of Sale http://exceed0.com/terms-of-sale.
4.2 These Terms of Sale constitute the entire agreement between Us and you with respect to your purchase of Subscriptions and Paid Content from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
5. Subscriptions, Paid Content, Pricing and Availability
5.1 We may from time to time change Our prices. Changes in price will not affect any Subscription that you have already purchased but will apply to any subsequent renewal or new Subscription. We will inform you of any change in price at least 30 days before the change is due to take effect. If you do not agree to such a change, you may cancel the Contract as described in sub-Clause 11.1.
5.2 Minor changes may, from time to time, be made to certain Paid Content, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Paid Content and should not normally affect your use of that Paid Content. However, if any change is made that would affect your use of the Paid Content, suitable information will be provided to you.
5.3 In some cases, as described in the relevant content descriptions, We may also make more significant changes to the Paid Content. If We do so, We will inform you at least 30 days before the changes are due to take effect. If you do not agree to the changes, you may cancel the Contract as described in sub-Clause 11.1.
5.4 Where any updates are made to Paid Content, that Paid Content will continue to match Our description of it as provided to you before you purchased your Subscription to access the Paid Content. Please note that this does not prevent Us from enhancing the Paid Content, thereby going beyond the original description.
5.5 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. Changes in price will not affect any order that you have already placed (please note sub-Clause 5.9 regarding VAT, however).
5.6 All prices are checked by Us before We accept your order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake. If the correct price is lower than that shown when you made your order, We will simply charge you the lower amount and continue processing your order. If the correct price is higher, We will give you the option to purchase the Subscription at the correct price or to cancel your order (or the affected part of it). We will not proceed with processing your order in this case until you respond. If We do not receive a response from you within 7days, We will treat your order as cancelled and notify you of this in writing.
5.7 If We discover an error in the price or description of your Subscription after your order is processed, We will inform you immediately and make all reasonable efforts to correct the error. You may, however, have the right to cancel the Contract if this happens. If We inform you of such an error and you do wish to cancel the Contract, please refer to sub-Clause 11.4.
5.8 If the price of a Subscription that you have ordered changes between your order being placed and Us processing that order and taking payment, you will be charged the price shown on Our Site at the time of placing your order. Subsequent Subscriptions [and renewals] will be charged at the new price.
5.9 Prices on Our Site are shown inclusive of VAT. If the VAT rate changes between your order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
6. Orders – How Contracts Are Formed
6.1 Our Site will guide you through the process of purchasing a Subscription. Before completing your purchase, you will be given the opportunity to review your order and amend it. Please ensure that you have checked your order carefully before submitting it.
6.2 If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your order due to incorrect or incomplete information, We will contact you to ask to correct it. If you do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel your order and treat the Contract as being at an end. We will not be responsible for any delay in the availability of Paid Content that results from you providing incorrect or incomplete information.
6.3 No part of Our Site constitutes a contractual offer capable of acceptance. Your order to purchase a Subscription constitutes a contractual offer that We may, at Our sole discretion, accept. [Our acknowledgement of receipt of your order does not mean that We have accepted it.] Our acceptance is indicated by Us sending you a Subscription Confirmation by email. Only once We have sent you a Subscription Confirmation will there be a legally binding Contract between Us and you.
6.4 Subscription Confirmations shall contain the following information:
6.4.1 Your Subscription ID;
6.4.2 Confirmation of the Subscription ordered including full details of the main characteristics of the Subscription and Paid Content available as part of it;
6.4.3 Fully itemised pricing for your Subscription including, where appropriate, taxes, and other additional charges;
6.4.4 The duration of your Subscription;
6.5 In the unlikely event that We do not accept or cannot fulfil your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to you.
6.6 Any refunds due under this Clause 6 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.
6.7 Refunds under this Clause 6 will be made using the same payment method that you used when purchasing your Subscription [unless you specifically request that We make a refund using a different method].
7.1 Payment for Subscriptions must always be made in advance. Your chosen payment method will be charged when We process your order and send you a Subscription Confirmation.
7.2 Payments due must be made in full, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).
7.3 We accept the following methods of payment on Our Site:
7.3.1 credit and debit card via stripe.com
7.3.2 invoice for multi-user accounts, paid in advanced.
7.4 If you do not make any payment due to Us on time, We will suspend your access to the Paid Content. For more information, please refer to sub-Clause 8.4. If you do not make payment within 7 days of Our reminder, We may cancel the Contract. Any outstanding sums due to Us will remain due and payable.
7.5 If you believe that We have charged you an incorrect amount, please contact Us at firstname.lastname@example.org as soon as reasonably possible to let Us know. You will not be charged for Paid Content while availability is suspended.
8. Provision of Paid Content
8.1 Paid Content appropriate to your Subscription will be available to you immediately when We send you a Subscription Confirmation and will continue to be available for the duration of your Subscription (including any renewals), or until the Contract is otherwise ended.
8.2 In some limited circumstances, We may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:
8.2.1 To fix technical problems or to make necessary minor technical changes, as described above in sub-Clause 5.2;
8.2.2 To update the Paid Content to comply with relevant changes in the law or other regulatory requirements, as described above in sub-Clause 5.2; or
8.2.3 To make more significant changes to the Paid Content, as described above in sub-Clause 5.3.
8.3 If We need to suspend availability of the Paid Content for any of the reasons set out in sub-Clause 8.2, We will inform you in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Paid Content, in which case We will inform you as soon as reasonably possible after suspension).
8.4 We may suspend provision of the Paid Content if We do not receive payment on time from you. We will inform you of the non-payment on the due date, however if you do not make payment within 7 days of Our notice, We may suspend provision of the Paid Content until We have received all outstanding sums due from you. If We do suspend provision of the Paid Content, We will inform you of the suspension. You will not be charged for any Paid Content while provision is suspended.
9.1 When you purchase a Subscription to access Paid Content, We will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the relevant Paid Content for commercial purposes. The licence granted to you does not give you any rights in Our Paid Content (including any material that We may licence from third parties).
9.2 The licence granted to you under sub-Clause 9.1 is subject to the following usage restrictions and/or permissions:
9.2.1 You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’).
10. Ending Your Subscription
10.1 You may cancel your Subscription at any time, however subject to [sub-Clause 10.2 and] Clause 11 (outlining your rights to cancel arising due to something done by Us), We cannot offer any refunds and you will continue to have access to the Paid Content for the remainder of your current Subscription (up until the renewal or expiry date, as applicable), whereupon the Contract will end.
10.2 [If you purchase a Subscription by mistake (or allow your Subscription to renew by mistake), please inform Us as soon as possible and do not attempt to access any Paid Content. Provided you have not accessed any Paid Content since the start date (or renewal date, as appropriate) of the Subscription We will be able to cancel the Subscription and issue a full refund. If you have accessed any Paid Content once the Subscription has started, We will not be able to offer any refund and you will continue to have access to the Paid Content for the remainder of the Subscription (up until the renewal or expiry date, as applicable).]
10.3 If you wish to exercise your right to cancel under this Clause 10, you may inform Us of your cancellation in any way you wish, however we recommend you email:
10.3.1 Telephone: 01202 570600;
10.3.2 Email: email@example.com
In each case, providing Us with your name, address, email address, telephone number, and Subscription ID.
10.4 We may ask you why you have chosen to cancel and may use any answers you provide to improve Our content and services, however please note that you are under no obligation to provide any details if you do not wish to.
10.5 Refunds under this Clause 10 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel.
10.6 Refunds under this Clause 10 will be made using the same payment method that you used when purchasing your Subscription.
11. Ending the Contract Because of Something We Have Done (or Will Do)
11.1 You may end the Contract at any time if We have informed you of a forthcoming change to your Subscription or the Paid Content (as described in sub-Clauses 5.1 or 5.3), or to these Terms of Sale that you do not agree to. If the change is set to take effect or apply to you before the end of your current Subscription, We will issue you with a pro-rated refund equal to the remaining time left in that Subscription. If the change will not take effect or apply to you until the expiry of your current Subscription, the Contract will end at the end of that Subscription period and you will continue to have access to the Paid Content until that date.
11.2 If We have suspended availability of the Paid Content for more than 14 days, or We have informed you that We are going to suspend availability for more than 14 days, you may end the Contract immediately, as described in sub-Clause 8.3.
11.3 If availability of the Paid Content will be significantly delayed because of events outside of Our control, you may end the Contract immediately. See sub-Clause 13.2.6 for more information.
11.4 If We inform you of an error in the price or description of your Subscription or the Paid Content and you wish to end the Contract as a result, you may end it immediately.
11.5 You also have a legal right to end the Contract at any time if We are in breach of it. You may also be entitled to a full or partial refund and compensation.
11.6 If you wish to exercise your right to cancel under this Clause 11, you may inform Us of your cancellation in any way you wish, however we recommend you email us:
11.6.1 Telephone: 01202 570600;
In each case, providing Us with your name, address, email address, telephone number, and Subscription ID.
11.7 We may ask you why you have chosen to cancel and may use any answers you provide to improve Our content and services, however please note that you are under no obligation to provide any details if you do not wish to.
11.8 Refunds under this Clause 11 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel.
11.9 Refunds under this Clause 11 will be made using the same payment method that you used when purchasing your Subscription [unless you specifically request that We make a refund using a different method].
12. Our Liability
12.1 Subject to sub-Clause 12.3, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.
12.2 Subject to sub-Clause 12.3, Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be either £1 or 0.01% of the total sums paid by you under the contract in question, whichever is the greater sum.
12.3 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.
13. Events Outside of Our Control (Force Majeure)
13.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
13.2 If any event described under this Clause 13 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:
13.2.1 We will inform you as soon as is reasonably possible;
13.2.2 We will take all reasonable steps to minimise the delay;
13.2.3 To the extent that We cannot minimise the delay, Our affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;
13.2.4 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Paid Content as necessary;
13.2.5 If the event outside of Our control continues for more than 14 days We will cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event within 14 days of the date on which the Contract is cancelled and will be made using the same payment method that you used when ordering your Subscription;
13.2.6 If an event outside of Our control occurs and continues for more than 14 days and you wish to cancel the Contract as a result, you may do so in any way you wish, however We recommend you email:
Telephone: 01202 570600;
In each case, providing Us with your name, address, email address, telephone number, and Order Number. Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible and in any event within 14 days of the date on which the Contract is cancelled and will be made using the same payment method that you used when ordering your Subscription.
14. Communication and Contact Details
14.1 If you wish to contact Us with general questions or complaints, you may contact Us by telephone at 01202 570600, by email at firstname.lastname@example.org.
14.2 For matters relating the Paid Content or your Subscription, please contact Us by telephone at 01202 570600, by email at email@example.com.
14.3 For matters relating to cancellations, please contact Us by telephone at 01202 570600, by email at firstname.lastname@example.org, or refer to the relevant Clauses above.
15. Complaints and Feedback
15.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
15.2 All complaints are handled in accordance with Our complaints handling policy and procedure.
15.3 If you wish to give Us feedback on any aspect of your dealings with Us, please contact Us in one of the following ways:
15.3.1 By email, addressed to email@example.com;
15.3.2 By contacting Us by telephone on 01202 570600.
16. How We Use Your Personal Information (Data Protection)
16.1 All personal information that We may collect (including, but not limited to, your name, address and telephone number) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.
16.2 We may use your personal information to:
16.2.1 Provide Subscriptions and Paid Content to you;
16.2.2 Process your payment; and
16.2.3 Inform you of new products and/or services available from Us (if you opt or have previously opted to receive it). You may request that We stop sending you this information at any time.
16.3 We will not pass on your personal information to any third parties [without first obtaining your express permission].
17. Other Important Terms
17.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.
17.2 You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.
17.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.
17.4 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.
17.5 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.
17.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to your Subscription, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them (also see sub-Clause 11.1 above).
18. Law and Jurisdiction
18.1 These Terms of Sale, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
18.2 Any disputes concerning these Terms of Sale, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.