THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.
These are the terms and conditions on which we supply products to you, whether these are goods, services or digital content. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide Goods or Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
These terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
- These Terms and Conditions (“Conditions”) are entered into between Quality Inspired Limited (Company) and you. Quality Inspired Limited is a company registered in England and Wales, registration number 9960086.
- These terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
Account: an account for accessing and using the Company internet based account facility currently accessed via the log-in functions at www.complianceresource.co.ukor any such other successor or replacement by which customers that have registered to use the facility may manage their account and orders.
Agreement: the agreement between the Parties.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. From 9:00 am to 5:00 pm on each Business Day.
Change: any change to the Goods or Services.
Charges: the charges payable by you for the supply of the Goods or Services as set out in the Order.
Claims: means any claim including demands, threatened or filed proceedings, fines, awards, penalties howsoever arising including any liability, damages, or cause of action.
Commencement Date: the date of the Order.
“The Company”: Quality Inspired Limited (Compliance Resource)
Contract: the contract between the Company and you for the supply of Goods or Services in accordance with these Conditions.
Costs: any cost, expense or disbursement.
Customer: You, the person, firm or company who purchases Goods or Services from the Company.
Customer Materials or content: any creation of intellect and includes content, code, text, layout, graphics, logos, design, shading, colouration, images, audio, animation, video, links, other text documents and information provided by you to the Company for incorporation within the content of the Goods or Services, or otherwise for use by the Company in connection with the supply of the Goods or Services.
Data Protection Legislation: the UK Data Protection Legislation and the GDPR and any other directly applicable European Union regulation relating to privacy.
Deliverables: the deliverables set out in the Order produced by the Company for you.
Effective Date: the date of the Confirmation of Order.
Force Majeure Event: any circumstances or causes beyond a Party’s reasonable control for whom the affected Party is not responsible.
Free Service: A Goods or Services provided without or with zero Charges.
GDPR: General Data Protection Regulation ((EU) 2016/679).
Intellectual Property Rights: patents, utility models, rights to inventions, moral rights, copyright and related rights, trademarks and service marks, business names and domain names, rights in trade dress and get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Interest Rate: the official bank rate published by the Bank of England as at the first day of the current month.
Order: your order for Goods or Services.
Order Form: Your signed and dated order form for the supply of Goods or Services.
SEO: search engine optimisation, being implementation or recommendation of strategies intended to increase the number of visitors to a website by improving the ranking on search results pages of a search engine.
Services: the services, including the Deliverables, supplied by the Company to you as set out in the order, including Advertisements.
Terms: these terms and conditions as amended from time to time.
Trial Goods or Service: where the Company provide you any Goods or Services on a trial basis.
Website: the website located at the domain name www.complianceresource.co.uk.
Writing: When we use the words “writing” or “written” in these terms, this includes emails.
UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.
User Generated Content: Content created, transmitted via or otherwise communicated by non-administrative users of a website, and includes to forum posts, comments, content, reviews, testimonials, public or private messages that may be submitted to or on a website.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
- Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes fax and email.
- A person includes a natural person, companies, partnerships, associations, governments, organisations, states, agencies, foundations and trusts (whether or not having separate legal personality);
- A reference to a party includes its personal representatives, successors, permitted assigns or transferees (if any).
- BASIS OF CONTRACT
- The Order constitutes an offer by youto purchase Goods or Services in accordance with these Conditions.
- A binding contract comprising the Order Form and these Terms shall come into existence upon the Commencement Date (“Contract”) and shall remain in effect for the period specified in the Order (“Contract Period”) unless terminated in accordance with these Terms. In the event of any inconsistency between the Order and these Terms, the Order shall prevail.
- Any samples, drawings, descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained in the Company catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Goods or Services described in them. They shall not form part of the Contract or have any contractual force.
- These Conditions apply to the Contract to the exclusion of any other terms that youseek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- Any quotation the Company give shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.
- SUPPLY OF GOODS OR SERVICES
- The Company shall supply the Goods or Services to you, in accordance with the order in all material respects.
- The company accepts yourorder via an acceptance email, at which point a contract will come into existence between the company and you. If the order is not accepted, the company will inform youof this [in writing] and will not charge for the goods. This may be because the product is out of stock, unexpected limits on resources which could not be reasonably planned for, an error in the price or description of the product has been identified or unable to meet a delivery deadline specified.
- An order number will be assigned to each order and youwill be informed the order has been accepted.
- The Company shall use all reasonable endeavours to meet any performance dates specified in the order, but any such dates shall be estimates only.
- Goods or Services will be provided using reasonable care and skill.
- CUSTOMER OBLIGATIONS
- You shall:
- Ensure that the terms of the Order [and any information it provides in the order form] are complete and accurate;
- Co-operate with the Company in all matters relating to the Goods or Services;
- Provide the Company with such information and materials as the Company may reasonably require in order to supply the Goods or Services, and ensure that such information is complete and accurate in all material respects;
- Warrants that youhas in place and shall maintain throughout the Contract Period all necessary licences, permissions and consents which may be required for the Goods or Services before the date on which the Goods or Services are to start, including the right to use any third party Intellectual Property Rights contained in your
- Shall deliver yourMaterials to the Company at the locations and times specified by the Company and in accordance with any further instructions (written or oral) provided by the Company.
- Comply with any additional obligations as set out in the order form; and
- Be fully responsible for the content of yourMaterials and shall fully indemnify the Company in respect of all losses, liabilities, damages, demands, costs and expenses incurred by the Company as a result of the Company use of yourMaterials in connection with the provision of the Goods or Services.
- If the Company performance of any of the Company obligations under the Contract is prevented or delayed by any act or omission by youor failure by youto perform any relevant obligation (Customer Default):
- Without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Goods or Services until youremedy your Default, and to rely on yourDefault to relieve it from the performance of any of your obligations in each case to the extent yourDefault prevents or delays the Company performance of any of the Company obligations;
- The Company shall not be liable for any costs or losses sustained or incurred by youarising directly or indirectly from the Company failure or delay to perform any of your obligations as set out; and
- Youshall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from your
- DISPLAY AND LAYOUT
- The images displayed in the product gallery are not of the products themselves, due to the nature of the product being a download. The images are for illustrative purposes only.
- CHANGE REQUEST
- The Company reserve the right to amend the Goods or Services, if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Goods or Services, and The Company shall notify youin any such event.
- Minor changes to Goods or Services may be due to reflect changes in relevant laws and regulatory requirements; and to implement minor technical adjustments and improvements.
- Where significant changes to the Goods or Servicesand these terms are required the Company will notify youbefore the changes take effect and receive a refund for any products paid for but not received.
- Where updates to digital contentare required, the digital content shall always match the description of it that the Company provided to youprior to purchase.
- Where youwish to make a change to the Goods or Services ordered, they must contact the Company as soon as possible. The Company reserves the right to reject any customer change requests and to continue to supply and invoice youfor the Goods or Services in accordance with the terms of the Contract.
- If the Company is prepared to consider the Change Request, the Company will inform youif the change is possible and provide you, within 30 days of receipt of the Change Request, with written confirmation of any effect of the Change Request on the Goods or Services, supply date/performance dates/changes to the charges or anything else which would be necessary as a result of the requested change and request confirmation to proceed with the changes.
- If youaccept the provisions of the Change Response, youshall confirm the same in writing to the Company within 30 days of receipt and the Contract shall be deemed to have been varied in accordance with the Change Request and the Change Response.
- If youreject the Change Response or fails to respond to the Change Response within 30 days of receipt (in which case youshall be deemed to have rejected the Change Response), no Change will be made, and the Company shall continue to supply and invoice youfor the Goods or Services in accordance with the terms of the Contract.
- In the event that youmake an oral request for a Change, the Company reserves the right to accept or reject such request at its absolute discretion and any variation to the Contract resulting from such Change shall be recorded in writing and signed by both parties.
- The Company shall not be liable for failure to action a request for changes where such request is, in the Company reasonable opinion, garbled, indecipherable, unclear or has not been received by the Company in writing.
- FREE GOODS OR SERVICES
- Free Goods or Services shall be provided on an “as is” and “as available” basis. The Company shall have the right to terminate Free Goods or Services, without liability, at any time, for any or no reason, immediately without notice. These Conditions and the applicable Goods or Services Rules shall apply to any Goods or Services when provided as a Free Goods or Services.
- TRIAL GOODS OR SERVICES
- The Company shall provide Trial Goods or Services for the time period specified in the applicable invitation to treat, offer, promotion as a Free Goods or Services.
- The Trial Goods or Services will be automatically cancelled at the end of the Trial Period. If youwant the service to continue after the end of the Trial Period, they will have the option to place an Order for a Goods or Services of the same Goods or Services category.
- Trial Goods or Services are not transferable, and no cash alternative will be provided. The Company reserve the right to change or withdraw the Trial Goods or Services at any time and the Company will not be liable to youin these circumstances.
- CHARGES AND PAYMENT
- The Charges for the Goods or Services shall be calculated in accordance with the terms set out in the Order.
- Except as otherwise set out in the Order, youshall pay
- The Charges shall be due and payable by the due date specified on the invoice;
- In full and in cleared funds to a payment gateway, nominated in writing, by the Company, and time for payment shall be of the essence of the Contract;
- The Charges for each Goods or Services plus any applicable taxes such as VAT;
- The charges given exclusive of VAT;
- In pounds sterling (£) by electronic funds transfer, cheque, credit card payment or the clearing bank’s BACS system;
- Without limiting any other right or remedy of the Company.
- If youfail to make a payment due to the Company under the Contract by the due date, the Company shall have the right to charge interest on the overdue amount at the rate of 7% per annum above the then current base rate of Barclays Bank PLC accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
- The cost of the Goods will be the price indicated on the order pages when placing an order. The Company makes best efforts to ensure that the price of the product advertised is correct. Where incorrect pricing has been identified, the Company will contact youto correct the order.
- For Goods/Digital content, youmust pay prior to downloading the Goods.
- For Services,youmust pay each invoice within 7 calendar days after the date of the invoice.
- Youmust pay all amounts due to the Company under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Goods will be yourresponsibility from the time the Company deliver the product to the email address provided.
- Youown the Goods once the Company has received payment in full.
- INTELLECTUAL PROPERTY RIGHTS
- All Intellectual Property Rights in or arising out of or in connection with the Goods or Services including all Intellectual Property Rights in the Website shall be owned by the Company.
- All Intellectual Property Rights in yourMaterials provided to the Company shall remain the exclusive property to you, unless otherwise agreed between the parties in writing.
- In signing the Order Form, you aredeemed to have granted to the Company a non-exclusive, royalty-free, non-transferable, worldwide licence to make use, in connection with the supply of the Goods or Services, any materials provided by youto the Company for the term of the Contract for the purpose of providing the Goods or Services to you.
- Youshall fully indemnify the Company in respect of all losses, liabilities, damages, demands, costs and expenses (including any special, consequential or indirect losses, loss of revenue, loss of profit, loss of data, loss of goodwill, loss of business opportunity or loss of anticipated savings) incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Company supply of the Goods or Services.
- Youshall not use any Content, process or software available or identifiable on the Company for commercial or derivative purposes unless you have obtained the Company express written agreement. Youshall not decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to this website.
- You consent to your data and personal data being processed, and your being contacted including for the purposes of direct marketing, in accordance with the Company Fair Processing Notice.
- You consent to the Company disclosure of personal data and/or account details, including the amount of any debt owed to the Company, by any of the means of contact you provide to the Company or include in an Advertisement, without the need to verify the identity of the recipient.
- Unless you tell the Company otherwise, the Company will issue all account communications (including any Confirmation of Order, invoice, and statements) to you. You shall be responsible for accessing your Account and checking your invoices.
- LIMITATION OF LIABILITY
- Nothing in these Terms shall limit or exclude the liability of the Company for: threatens to cease to trade or if the Company reasonably believes that any such event is about to happen and notifies you accordingly.
- The Company shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any special, consequential or indirect losses, loss of revenue, loss of profit, loss of data, loss of goodwill, loss of business opportunity or loss of anticipated savings arising under or in connection with the Contract;
- And the total liability of the Company to youin respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the Charges paid by youto the Company in respect of the Goods or Services that gave rise to such liability.
- Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- Fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
- This clause 15 shall survive termination of the Contract.
- INTERNET SECURITY
- You shall not engage in any activity that interferes with or disrupts the Company or the servers and networks that host the Company, nor attempt to circumvent, disable or otherwise interfere with security-related features of the Company or features that prevent or restrict use or copying of any Content or enforce limitations on the use of the Company or the content therein.
- The Company shall have the right to refer any suspected fraudulent, abusive or illegal activity to appropriate regulatory and/or law enforcement authorities without notice to you.
- You warrant that Content uploaded by you or on your behalf to the Company or to other computerised systems in connection with the Agreement, shall be free from viruses, fault or other conditions that could damage or interfere with computer systems.
- You shall comply with all written security or network access requirements that the Company provide to you.
- You shall keep confidential any passwords or access codes that the Company provide to you, and you shall have absolute liability for all actions taken when your log on details are used other than where such use is as a result of the Company failure or breach of data security.
- You shall notify the Company immediately if you become aware of any unauthorised use of passwords or access codes that the Company give you or any other breach of security that could affect the Company or the Goods or Services.
- COMPANY CONTRACT TERMINATION
- Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to you if:
- You fail to pay any amount due under this Contract on the due date for payment.
- Youdo not, within a reasonable time of us asking for it, provide the Company with information that is necessary for supply the Goods or Services;
- Youdo not, within a reasonable time, allow the Company to deliver the products to them;
- Youdo not, within a reasonable time, allow access to their delivery contact address (email or premises) to supply the Goods or Services.
- Without limiting its other rights or remedies, the Company may terminate the Contract at any time prior to supplying the Goods or Services with 7 days written notice to you.
- Without limiting its other rights or remedies, the Company reserve the right to cease supply of Goods or Services. Where applicable, the Company will inform youwithin 14 days and will refund any sums paid in advance for Goods or Services which will not be provided.
- On termination of the Contract for any reason, youshall immediately pay to the Company all of the Company outstanding unpaid invoices and interest and, in respect of Goods or Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by youimmediately on receipt.
- CUSTOMER CONTRACT TERMINATION
- You may notify the Company in writing to cancel the contract. The Company will endeavour to action this request as soon as is reasonably practical. You may choose to cancel the contract due to:
- The Goods are faulty, incompatible or misdescribed;
- The Company have done or intend to make a significant change to the Goods or these terms, that you have not agreed to;
- An error in the price or description of the Goods ordered, and you do not wish to proceed;
- A risk that supply of the Goods or Services may be significantly delayed because of events outside of the Company’s control;
- The Goods or Services have been, or will be, suspended for technical reasons; or
- Your legal right to end the contract because of something the Company has done wrong.
- Your change of mind does not apply in respect of:
- Digital products after they have started to download or stream these;
- Services, once these have been completed, even if the cancellation period is still running;
- SUSPENSION OF GOODS OR SERVICES
- The Company may temporarily suspend any Goods or Services at any time:
- To carry out essential maintenance;
- To prevent or respond to hacking attempts, Goods or Services attacks or other similar activities directed at the Company systems, or to deal with any other emergency technical issue;
- To update the Goods or Services to reflect changes in relevant laws and regulatory requirements;
- To make changes to the Goods or Services as requested by you;
- If the Company have reason to believe that you are no longer using the Goods or Services or that the password and access codes the Company have provided to you are being misused, including where you fail to respond to email from the Company regarding your contact information;
- If the supply of the products is delayed by an event outside the Company’s control, you will be informed as soon as possible what steps will be taken to minimise the effect of the delay. The Company will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact the Company to end the contract and receive a refund for any products paid for but not received;
- Where critical information (for example, delivery email or payment information) has not been provided to the Company, the Company will not be responsible for late supply of the Goods. If you fail to pay for the Goods or Services within 2 days, the Company may suspend supply of the products payment has been received. The Company will not charge you for the Goods during the period for which they are suspended.
- Suspension of your Goods or Services pursuant to this clause shall not relieve you of the obligation to pay the Charges in respect of such Goods or Services. The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.
- FORCE MAJEURE
- Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
- Assignment and other dealings.
- The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
- Youshall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
- Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.
- Each party may disclose the other party’s confidential information:
- To its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause; and
- As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
- Entire agreement.
- The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter;
- Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract;
- Nothing in this clause shall limit or exclude any liability for fraud.
- Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- Any notice or communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery Goods or Services at our registered office or sent by email.
- This clause does not apply to the Goods or Services of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
- Third party rights. Unless, it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
- Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
- Where a Goods or Services includes SEO the Company shall endeavour but do not guarantee to implement or recommend strategies to increase the number of visitors to the relevant website by improving the ranking on search results pages of a search engines.Youacknowledge that the factors which affect ranking on such search results are outside the Company control, not made known by search engines, and often change without notice. Notwithstanding any term, condition or representation to the contrary the Agreement shall exclude any undertaking or warranty as to the success or performance that can or shall be achieved by means of SEO. The Company shall have no liability for which the cause of action includes the performance of a website in search engine rankings.