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Terms and Conditions of Sale
These terms and conditions apply to all sales of the Services (as below defined) by the Supplier (as below defined) to the Buyer (as below defined). You should read these carefully and if you do not agree to them, you should not order any Services from this Website.
1.1 “Buyer” means the individual or third party who agrees to buy the Services from the Supplier;
1.2 “Consumer” shall have the same meaning as set out in Section 12 of the Unfair Contract Terms 1977;
1.3 “Content” means all text, pictures, sound, graphics, video and other data supplied by the Supplier as part of the Services;
1.4 “Contract” means the contract between the Supplier and the Buyer for the provision of the Services incorporating these terms and conditions;
1.5 “Services” means those services specified on the Website which the Buyer has agreed to buy from the Supplier;
1.6 “Supplier” means E-Security Exchange Limited (SC307789), [Clyde Offices, 48 West George Street, Glasgow, G2 1BP;
1.7 “Terms and Conditions” means the terms and conditions for the provision of Services set out herein and any special terms and conditions otherwise agreed in writing by the Supplier;
1.8 “Website” means the user interface, functionality and Content made available on pages under the domain name “www.e-security-exchange.com”;
2.1 Nothing in these Terms and Conditions shall in any way affect the Buyer’s statutory rights as a Consumer.
2.2 These Terms and Conditions shall apply to all Contracts for the provision of Services by the Supplier to the Buyer and shall take precedence over any documentation or communication from the Buyer.
2.3 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the Supplier and the Buyer) shall only be valid and enforceable if the same is agreed in writing by the Supplier in advance of the supply of Services.
3.1 All orders by the Buyer for Services shall be made in accordance with these Terms and Conditions and shall be subject to acceptance by the Supplier. The Supplier may choose not to accept any such order in its entire discretion.
3.2 When making an order through the Website, any order of the Buyer shall be subject to the Buyer completing the order process as follows:-
3.2.1 The Buyer must add any of the Services it wishes to purchase to the Buyer’s shopping cart and then proceed to the checkout;
3.2.2 If the Buyer is a new customer, the Buyer must then create an account with the Supplier and log in;
3.2.3 Once the Buyer is logged in, the Buyer will be provided with the opportunity to identify any input errors in their order and to correct the same following upon which the Buyer can confirm their order and their acceptance of the Terms and Conditions;
3.2.4 The Buyer will then be transferred to the Supplier’s [Sagepay website] where [Sagepay] will handle the Buyer’s proposed payment for the Services;
3.2.5 The Supplier will then confirm receipt of the Buyer’s order;
3.2.6 Once the Supplier has checked that the Supplier is able to meet the Buyer’s order, the Supplier will then confirm acceptance of the order and the conclusion of a binding Contract or alternatively the Supplier will confirm by email that the Supplier is unable to fulfil the Buyer’s order.
3.2.7 The Supplier will thereafter provide the Buyer with an account login key relative to the Services the Buyer has purchased. The Buyer shall not share the account login key with any other party and where the Buyer is not an individual shall only disclose it to its authorised employees.
4. PRICE AND PAYMENT
4.1 The price for the Services shall be as specified from time to time on the Website. For the avoidance of doubt the price is [exclusive] of value added tax thereon.
4.2 The total purchase price for the Services, including any value added tax thereon, shall be displayed in the Buyer’s shopping cart prior to confirmation of the order and acceptance of the terms and conditions.
4.3 Payment of the price for the Services shall be made by the Buyer in accordance with Clause 3.2.4 hereof or otherwise as the Supplier agrees. Payment of the same shall be made without deduction or set off by the Buyer.
4.4 Where applicable, if any payment by the Buyer is rejected or refused, the amount owing by the Buyer will be treated as an entitlement in favour of the Supplier to immediately cease or suspend the provision of the Services until payment in full has been received.
5. PROVISION OF SERVICES
5.1 No rights of copyright or other intellectual property rights shall pass to the Buyer in its use of the [browser based] software which is operated by the Supplier in the provision of the Services.
5.2 The Supplier shall effect the supply of the Services with reasonable skill and care. However, where applicable, the Supplier does not guarantee that the provision of the Services will be uninterrupted, secure or error-free or that any data generated or received or used via or in connection with the Services will be complete and accurate and or will be received or delivered correctly or at all. The Supplier may have to from time to time effect repair, maintenance or improvement services in connection with the provision of the Services. If so, the Supplier will restore functionality in relation to the provision of the Services as soon as is reasonably possible.
5.3 The Supplier shall procure that the Website and the Services shall be available a minimum of 99% of the time during any 24 hour period, a minimum of [99 ]% of the time during any 7 day period and a minimum of 99% of the time during any 30 day period.
6. RIGHTS OF SUPPLIER
6.1 The Supplier reserves the right to alter those prices which are specified on the Website but the Supplier undertakes to make every effort to make sure prices are correct at the point at which the Contract is concluded.
6.2 The Supplier reserves the right to remove the provision of any of the Services from the Website at any time subject always to the right of the Buyer to receive Services contracted and paid for prior to such removal.
7.1 The Buyer, where a Consumer, has the right under the Consumer Protection (Distance Selling) Regulations 2000 to cancel the Contract by notice in writing to the Supplier given any time before seven working days has passed from the date the Contract was made but always provided that the Services have at no time prior to such cancellation been accessed by the Buyer.
7.2 In the event of any such cancellation, the Supplier reserves the right to charge a reasonable cancellation fee to compensate the Supplier for its administration charges in relation to the Contract such cancellation fee not to exceed the lower of £ or 10 % of the order value ( ex VAT).
8. LIMITATION OF LIABILITY
8.1 Nothing in these terms and conditions shall exclude or limit the Supplier’s liability for death or personal injury caused by the Supplier’s negligence.
8.2 Subject to Clause 8.1 above, the Buyer agrees that the Supplier will not be liable for any liability, claim, loss, damage or expense of any kind or nature caused directly or indirectly by the Services or any part of them, or for any inadequacy thereof for any purpose, or for any deficiency or defect in them or in the use or performance thereof, or for any repairs, servicing or otherwise thereto, or for any delay in providing or failure to provide the same, or for any interruption or loss of service or use thereof, or for any loss of, business or other consequential damage or any damage whatsoever and howsoever caused. Where, for any reason, the Supplier is found liable to the Buyer under these terms and conditions and any Contract, or in negligence or howsoever arising the parties agree it is reasonable to limit such liability to no more than the sum received by the Supplier from the Buyer as the price for the Services and the Supplier
9. BUYER’S OBLIGATIONS
9.1 The Buyer understands and agrees that the Services are to be provided on a “browser based” platform and that the Buyer is responsible for obtaining access to the Services through the Buyer’s own internet service provider (the airtime charges therefore being the Buyer’s responsibility) in conjunction with all compatible computer hardware and software of the Buyer required to achieve the same.
9.2 The Buyer irrevocably agrees and undertakes to indemnify the Supplier from and against any and all damages, losses, expenses and costs attributable to any breach by the Buyer of these Terms and Conditions including, without prejudice to the foregoing generality, the Buyer’s use of and access to the Website in the provision of the Services.
9.3 The use of the Buyer’s account login key is personal to the Buyer and accordingly use of the same shall be restricted to the Buyer and the Buyer undertakes not to disclose or otherwise share such account login key with any third party.
9.4 The Buyer shall be entitled to print [and download] material from the Website solely for their own non-commercial use on a single use basis ( and is not permitted to copy or distribute such documentation or information) subject always to the Buyer not changing or deleting any copyright or other proprietary notices from such materials.
9.5 The Buyer shall be bound to maintain full and accurate details of all authorised users of the account login key and to ensure that all such authorised users are properly notified of the requirement to preserve the copyright and other intellectual property rights of any Content on the Website and the requirement to comply with the same.
9.6 The Buyer undertakes to the Supplier not to reproduce, duplicate, copy, transfer, sell, resell or exploit for any commercial purposes any portion of the Content of the Services as contained on the Website.
10.1 If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable, such unenforceability will not affect the remaining terms and conditions which shall remain in full force and effect.
10.2 Neither the Buyer nor the Supplier shall be responsible for their failure to perform their obligations for reasons beyond its reasonable control, including but not limited to government regulations, fire, flood, car, civil war, terrorism or act of God. If either is affected by an event referred to in this clause it must inform the other in writing as soon as reasonably practicable.
10.3 No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of the Client Agreement shall either be deemed to be a waiver or in any way prejudice any right of that party under the Client Agreement.
10.4 These Terms and Conditions shall be governed by and construed in accordance with Scots Law and proceedings thereunder or under any Contract will be subject to the non-exclusive jurisdiction of the Scottish Courts.
10.5 The Buyer and the Supplier agree to treat all personal information provided by the parties in accordance with the Terms and Conditions in accordance with the applicable laws and regulations governing the use of personal data, including without prejudice to the foregoing generality, the Data Protection Act 1998.