TERMS AND CONDITIONS FOR THE PURCHASE OF PACKAGES
VERSION 1.0
DATE 01 March 2016
This page (together with our [Privacy Policy (www.practicallaw.com/2-201-7192), Terms of
Website Use (www.practicallaw.com/5-201-7195) and Website Acceptable Use Policy
(www.practicallaw.com/9-201-6274)]) tells you information about us and the legal terms and
conditions (Terms) on which we will provide any of the packages (Packages) listed on our
website (our site) to you.
These Terms will apply to any contract between us for the provision of Packages to you
(Contract). Please read these Terms carefully and make sure that you understand them,
before ordering a Package from our site. Please note that before placing an order you will be
asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to
order a Package from our site.
We may amend these Terms from time to time as set out in clause 6.
Your attention is particularly drawn to the provisions of clause 12.
In these Terms, the following rules apply:
- a. a person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality); - b. a reference to a party includes its personal representatives, successors or permitted
assigns; - c. a reference to a statute or statutory provision is a reference to such statute or statutory
provision as amended or re-enacted. A reference to a statute or statutory provision
includes any subordinate legislation made under that statute or statutory provision, as
amended or re-enacted; - d. any phrase introduced by the terms including, include, in particular or any similar
expression, shall be construed as illustrative and shall not limit the sense of the words
preceding those terms; and - e. a reference to writing or written includes e-mails but does not include fax.
1. INFORMATION ABOUT US
1.1 We operate the website www.thenurseryhrpeople.co.uk . “The Nursery HR People”,
is a company registered in England and Wales under company number 06723563 and
with our registered office at The Point, Granite Way, Mountsorrel, Loughborough,
Leicestershire LE12 2TZ.
1.2 You may contact us by telephoning our customer service team at 01509 833 121 or
by e-mailing us at info@thenurseryhrpeople.co.uk. If you wish to give us formal
notice of any matter in accordance with these Terms, please see clause 16.
2. USE OF OUR SITE
Your use of our site is governed by our Terms of website use
(www.practicallaw.com/5-201-7195) and Website Acceptable Use Policy
(www.practicallaw.com/9-201-6274). Please take the time to read these, as they
include important terms which apply to you.
3. HOW WE USE YOUR PERSONAL INFORMATION
We only use your personal information in accordance with our Privacy Policy
(www.practicallaw.com/2-201-7192). Please take the time to read our Privacy Policy
(www.practicallaw.com/2-201-7192), as it includes important terms which apply to
you.
4. BASIS OF CONTRACT
4.1 You confirm that you have authority to bind any business on whose behalf you use
our site to purchase Packages.
4.2 These Terms and our Privacy Policy (www.practicallaw.com/2-201-7192), Terms of
Website Use (www.practicallaw.com/5-201-7195) and Website Acceptable Use Policy
(www.practicallaw.com/9-201-6274) constitute the entire agreement between you and
us and supersede and extinguish all previous agreements, promises, assurances,
warranties, representations and understandings between us, whether written or oral,
relating to its subject matter.
4.3 You acknowledge that in entering into this Contract you do not rely on any statement,
representation, assurance or warranty (whether made innocently or negligently) that is
not set out in these Terms or our Privacy Policy (www.practicallaw.com/2-201-7192),
Terms of Website Use (www.practicallaw.com/5-201-7195) and Website Acceptable
Use Policy (www.practicallaw.com/9-201-6274).
4.4 You and we agree that neither of us shall have any claim for innocent or negligent
misrepresentation or negligent misstatement based on any statement in this Contract.
4.5 Any samples, descriptive matter or advertising issued by us, and any descriptions or
illustrations contained in our catalogues or brochures, are issued or published for the
sole purpose of giving an approximate idea of the Services described in them. They
shall not form part of the Contract between us or have any contractual force.
4.6 These Terms apply to the Contract between us to the exclusion of any other terms that
you may seek to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.
5. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
5.1 Our “Packages” pages will guide you through the steps you need to take to place an
order with us. Our order process allows you to check and amend any errors before
submitting your order to us. Please take the time to read and check your order at each
page of the order process.
5.2 When you place your order, the order constitutes an offer by you to purchase your
selected Package in accordance with these Terms (Order). The Order shall only be
deemed to be accepted when we issue an email to you acknowledging that we have
received and accepted the Order at which point and on which date the contract
between us shall come into existence.
6. OUR RIGHT TO VARY THESE TERMS
6.1 We may amend these Terms from time to time. Please look at the top of this page to
see when these Terms were last updated and which Terms were changed.
7. OUR OBLIGATIONS TO YOU
7.1 We will supply the Package to you in accordance with the details for the selected
Package as set out on the website at the time at which the Order was placed.
7.2 We reserve the right to make any changes to the Packages which are necessary to
comply with any applicable law or safety requirement, or which do not materially
affect the nature or quality of the Packages, and we will notify you in any such event.
7.3 We warrant to you that your Package and the services therein will be provided using
reasonable care and skill.
8. YOUR OBLIGATIONS TO US
8.1 You will:
(a) ensure that all the information that you provide to us on the Order are
complete and accurate;
(b) co-operate with us in all matters relating to the provision of your Package;
(c) provide us with such information and materials as we may reasonably
require in order to supply your Package, and ensure that such information is
accurate in all material respects;
(d) obtain all necessary licences, permissions and consents which may be
required in order to allow the lawful provision of your Package and the
services therein.
8.2 If our performance of any of our obligations under the Contract is prevented or
delayed by any act or omission by you or failure by you to perform any relevant
obligation (Customer Default):
(a) we shall without limiting our other rights or remedies have the right to
suspend performance of the Package until you remedy the Customer
Default, and to rely on the Customer Default to relieve us from the
performance of any of our obligations to the extent the Customer Default
prevents or delays the our performance of any of our obligations;
(b) we shall not be liable for any costs or losses sustained or incurred by you
arising directly or indirectly from our failure or delay to perform any of our
obligations as set out in this clause 8.2; and
(c) you will reimburse us on written demand for any costs or losses sustained or
incurred by us arising directly or indirectly from the Customer Default.
9. PRICE OF PACKAGES AND PAYMENT
9.1 The prices of the Packages will be as quoted on our site at the time you submit your
order. We will review all pricing annually with any increase in Package pricing to
take effect from 1 April in each year; we will notify you of any increase in Package
pricing no later than [1 February] in each year. If you do not wish to continue with
your Package as a result of any increase in Package pricing you may terminate the
Contract in accordance with clause 14.1, such notice to expire on or before 1 April.
9.2 You can only pay for Packages using a debit card or credit card.
9.3 You will pay for the Package on a monthly basis by direct debit, or via a 6 month or
12 month subscription plan. Your Order will not be accepted unless accompanied by
a duly signed direct debit mandate.
9.4 All amounts payable by you under the Contract are inclusive of amounts in respect of
value added tax chargeable for the time being (VAT). Where any taxable supply for
VAT purposes is made under the Contract by us to you, you shall, on receipt of a
valid VAT invoice from us, pay to us such additional amounts in respect of VAT as
are chargeable on the supply of the Package at the same time as payment is due for
the supply of the Package.
9.5 DUE DATE???? If you fail to make any payment due to us under the Contract by the
due date for payment, then you will pay interest on the overdue amount at the rate of
[4]% per cent per annum above The Bank of Englands base rate from time to time.
Such interest shall accrue on a daily basis from the due date until actual payment of
the overdue amount, whether before or after judgment. You will pay the interest
together with the overdue amount.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 In these Terms, “Intellectual Property Rights” means: patents, rights to inventions,
copyright and related rights, trade marks, business names and domain names, rights in
get-up, goodwill and the right to sue for passing off, rights in designs, database rights,
rights to use, and protect the confidentiality of, confidential information (including
know-how), 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.
10.2 All Intellectual Property Rights in or arising out of or in connection with the
Packages and the services therein shall be owned by us.
10.3 You acknowledge that, in respect of any third party Intellectual Property Rights, you
use of any such Intellectual Property Rights is conditional on us obtaining a written
licence from the relevant licensor on such terms as will entitle us to license such
rights to you.
11. CONFIDENTIALITY
11.1 A party (receiving party) shall keep in strict confidence all technical or commercial
know-how, specifications, inventions, processes or initiatives which are of a
confidential nature and have been disclosed to the receiving party by the other party
(disclosing party), its employees, agents or subcontractors, and any other
confidential information concerning the disclosing party’s business, its products and
services which the receiving party may obtain. The receiving party shall only disclose
such confidential information to those of its employees, agents and subcontractors
who need to know it for the purpose of discharging the receiving party’s obligations
under the Contract, and shall ensure that such employees, agents and subcontractors
comply with the obligations set out in this clause as though they were a party to the
Contract. The receiving party may also disclose such of the disclosing party’s
confidential information as is required to be disclosed by law, any governmental or
regulatory authority or by a court of competent jurisdiction. This clause 11 shall
survive termination of the Contract.
12. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN
TO THIS CLAUSE
12.1 We only supply the Packages for internal use by your business, and you agree not to
use your Package for any resale purposes.
12.2 Nothing in these Terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our
employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and
Services Act 1982 (title and quiet possession).
12.3 Subject to clause 12.2:
(a) we shall under no circumstances whatever be liable to you, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise,
for any loss of profit, or any indirect or consequential loss arising under or
in connection with the Contract; and
(b) our total liability to you in 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 the lessor of the total charges payable by you to us in
the preceding six month period and £5,000.
12.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982
are, to the fullest extent permitted by law, excluded from the Contract.
12.5 This clause 12 shall survive termination of the Contract.
12.6 Except as expressly stated in these Terms, we do not give any representation,
warranties or undertakings in relation to the Packages. Any representation, condition
or warranty which might be implied or incorporated into these Terms by statute,
common law or otherwise is excluded to the fullest extent permitted by law. In
particular, we will not be responsible for ensuring that the Packages are suitable for
your purposes.
13. EVENTS OUTSIDE OUR CONTROL
13.1 We will not be liable or responsible for any failure to perform, or delay in
performance of, any of our obligations under a Contract that is caused by an Event
Outside Our Control. An Event Outside Our Control is defined below in clause 13.2.
13.2 An Event Outside Our Control means any act or event beyond our reasonable
control, including without limitation strikes, lock-outs or other industrial action by
third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist
attack, war (whether declared or not) or threat or preparation for war, fire, explosion,
storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of
public or private telecommunications networks.
13.3 If an Event Outside Our Control takes place that affects the performance of our
obligations under a Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under a Contract will be suspended and the time for
performance of our obligations will be extended for the duration of the
Event Outside Our Control.
14. TERMINATION
14.1 Without limiting its other rights or remedies, either you or us may terminate the
Contract by giving the other party [1] months’ written notice.
14.2 Without limiting its other rights or remedies, either party may terminate the Contract
with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if
such a breach is remediable) fails to remedy that breach within 28 days of
that party being notified in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or admits inability to pay its debts or
(being a company or limited liability partnership) is deemed unable to pay
its debts within the meaning of section 123 of the Insolvency Act 1986 or
(being an individual) is deemed either unable to pay its debts or as having
no reasonable prospect of so doing, in either case, within the meaning of
section 268 of the Insolvency Act 1986 or (being a partnership) has any
partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors
with a view to rescheduling any of its debts, or makes a proposal for or
enters into any compromise or arrangement with its creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is
made, for or in connection with the winding up of that other party (being a
company) other than for the sole purpose of a scheme for a solvent
amalgamation of that other party with one or more other companies or the
solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition
or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession
of, or a distress, execution, sequestration or other such process is levied or
enforced on or sued against, the whole or any part of its assets and such
attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of
an administrator or if a notice of intention to appoint an administrator is
given or if an administrator is appointed over the other party (being a
company);
(h) the holder of a qualifying floating charge over the assets of that other party
(being a company) has become entitled to appoint or has appointed an
administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other
party or a receiver is appointed over the assets of the other party;
(j) any event occurs or proceeding is taken with respect to the other party in
any jurisdiction to which it is subject that has an effect equivalent or similar
to any of the events mentioned in clause 14.2(b) to clause 14.2(i)
(inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry
on all or a substantial part of its business;
(l) the other party’s financial position deteriorates to such an extent that in our
opinion your capability to adequately fulfil its obligations under the
Contract has been placed in jeopardy; or
(m) the other party (being an individual) dies or, by reason of illness or
incapacity (whether mental or physical), is incapable of managing his own
affairs or becomes a patient under any mental health legislation.
14.3 Without limiting our other rights or remedies, we 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 and fail to pay all outstanding
amounts within 30 days after being notified in writing to do so.
14.4 Without limiting our other rights or remedies, we may suspend provision of the
Services under the Contract if you become subject to any of the events listed in clause
14.2(b)) to clause 14.2(m), or we reasonably believe that you are about to become
subject to any of them, or if you fail to pay any amount due under this Contract on the
due date for payment.
15. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) you will immediately pay to us all outstanding amounts due and interest;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at
expiry or termination shall be unaffected, including the right to claim
damages in respect of any breach of the Contract which existed at or before
the date of termination or expiry; and
(c) clauses which expressly or by implication survive termination shall continue
in full force and effect.
16. COMMUNICATIONS BETWEEN US
16.1 Notices and communications:
(a) any notice or other communication given by you to us, or by us to you,
under or in connection with the Contract shall be in writing and shall be
delivered personally, sent by pre-paid first class post or other next working
day delivery service or e-mail;
(b) a notice or other communication shall be deemed to have been received: if
delivered personally, when left at our registered office; if sent by pre-paid
first class post or other next working day delivery service, at 9.00 am on the
second Business Day after posting or if sent by e-mail, one Business Day
after transmission.
(c) 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 e-mail that such e-mail was sent to the
specified e-mail address of the addressee.
(d) The provisions of this clause shall not apply to the service of any
proceedings or other documents in any legal action.
17. OTHER IMPORTANT TERMS
17.1 We may transfer our rights and obligations under a Contract to another organisation,
but this will not affect your rights or our obligations under these Terms. We will
always notify you in writing or by posting on this webpage if this happens.
17.2 You may only transfer your rights or your obligations under these Terms to another
person if we agree in writing.
17.3 This Contract is between you and us. No other person shall have any rights to enforce
any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or
otherwise.
17.4 Each of the paragraphs of these Terms operates separately. If any court or relevant
authority decides that any of them are unlawful or unenforceable, the remaining
paragraphs will remain in full force and effect.
17.5 If we fail to insist that you perform any of your obligations under these Terms, 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 and will not mean that you do not
have to comply with those obligations. If we do waive a default by you, we will only
do so in writing, and that will not mean that we will automatically waive any later
default by you.
17.6 A Contract and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the law of England and Wales.
17.7 We both irrevocably agree that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim arising out of or in connection with a
Contract or its subject matter or formation (including non-contractual disputes or
claims).