TERMS AND CONDITIONS FOR THE SUPPLY OF ONLINE SERVICES
YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 13 (LIMITATION OF LIABILITY).
1. ABOUT US
1.1Company details. LR CONSULTANCY LIMITED t/a ELLARE (company number 5119706) (we and us) is a company registered in England and Wales and our registered office is at PO Box 178, Hoylake, Wirral CH29 9AR. Our VAT number is 837 2791 00. We operate the websites LR Consultancy.com, Ellare.co.uk and Online.Ellare.co.uk.
1.2Contacting us. To contact us e-mail email@example.com. How to give us formal notice of any matter under the Contract is set out in Clause 18.2.
2. OUR CONTRACT WITH YOU
2.1Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3Language. These Terms and the Contract are made only in the English language.
2.4Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
3. PLACING AN ORDER AND ITS ACCEPTANCE
3.1Placing your order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.
3.2Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
3.3Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in Clause 3.4.
3.4Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
3.5If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4. CANCELLING YOUR ORDER AND OBTAINING A REFUND
4.1 If you purchase a set of modules, you cannot cancel this online Contract once we have provided access to online content or have completed the Services. We require 14 days’ notice for the cancellation of any monthly retainer. You may also transfer credits purchased to another member of your team. To inform us of this, please use the contact address in accordance with Clause 4.3.
4.2 If you have purchased an online product in error, you may receive a refund if you notify us within 24 hours of the purchase.
4.3 If a problem arises or you are dissatisfied with the Services, please write to Lesley Roberts, Director using email address Lesley@lrconsultancy.co.uk and we will address your complaint as soon as is reasonably possible.
5. OUR SERVICES
5.1Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
5.2Compliance with specification. Subject to our right to amend the specification (see Clause 5.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.
5.3Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.
5.4Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
5.5Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
6. YOUR OBLIGATIONS
6.1 It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you co-operate with us in all matters relating to the Services;
(c) you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we may reasonably require;
(d) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) you prepare your premises for the supply of the Services, where appropriate;
(f) you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) you comply with all applicable laws, including health and safety laws;
(h) you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation;
(i) We may co-ordinate with other third parties to assist in the facilitation of the Services and may purchase goods on your behalf. In these circumstances, we cannot accept liability for non-supply of the Services or claims arising from damage or delay caused by such third parties.
6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 6.1 (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under Clause 15 (Termination);
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
7. SERVICES IN UK ONLY
7.1 Our site is directed to people who are operating within the new home building/residential industry in the United Kingdom. We do not represent that content available on or through our site is appropriate for use or available in other locations or countries.
8.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this Clause 8.
8.2 The Charges are the prices quoted on our site at the time you submit your order.
8.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
8.4 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see Clause 8.7 for what happens if we discover an error in the price of the Services you ordered.
8.5 We reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
8.6 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
8.7 It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
9.1 Where Orders are to be invoiced by the Supplier, then an invoice will be immediately raised upon placement of order and will be payable within 30 days of the date of the invoice.
9.2 Where payment for the Services is to be made by direct debit, your designated bank account will be charged automatically on the 1st day of each month.
9.3 Where payment for the Services is to be made using a debit card or credit card, we will take your payment upon acceptance of your order. We we will send you an electronic invoice within [seven] days of the beginning of the month following payment. For any failed or cancelled payments, a £20.00 administration fee will be levied. Any fees charged by your debit or credit card provider in connection with your purchase of Services are for your own account and we shall not be responsible for these.
9.4 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under Clause 15 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 9.4 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.5 We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
If a problem arises or you are dissatisfied with the Services, please write to Lesley Roberts, Director using email address Lesley@lrconsultancy.co.uk and we will address your complaint as soon as is reasonably possible.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 All intellectual property rights in or arising out of or in connection with the Services will be owned by us.
11.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables specified in your order including any material provided as part of the Services (excluding materials provided by you) solely for the purpose of receiving and using the Services and such Deliverables and materials within your business. You may not sub-license, assign or otherwise transfer the rights granted in this Clause 11.2. to any third party without our specific consent, such consent not to be unreasonably withheld.
11.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
11.4You are not authorised to:
- copy, modify, reproduce, re-publish, sub-licence, sell, upload, broadcast, post, transmit or distribute any of the Deliverables without prior written permission;
- record on video or audio tape, relay by videophone or other means the Deliverables provided;
- use the Deliverables in the provision of any other course or training whether given by us or any third party trainer;
- remove any copyright or other notice of the Supplier on the Deliverables, modify, adapt, merge, translate, disassemble, decompile, reverse engineer (save to the extent permitted by law) any software forming part of the Deliverables.
Breach by you of this clause 11.4 shall allow us to immediately terminate these terms and conditions with you and cease to provide you with any Services.
12. HOW WE MAY USE YOUR PERSONAL INFORMATION
12.1 We will use any personal information you provide to us to:
- provide the Services;
- process your payment for the Services; and
- inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
13. LIMITATION OF LIABILITY:
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 We have obtained professional indemnity insurance cover in respect of our own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
13.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; and
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.3 Subject to Clause 13.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill; and
- any indirect or consequential loss.
13.4 Subject to Clause 13.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.
13.5 We have given commitments as to compliance of the Services with the relevant specification in Clause 5.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
13.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.7 Nothing in these Terms limits or affects the exclusions and limitations set out in our [LINK TO WEBSITE TERMS AND CONDITIONS OF USE].
13.8 This Clause 13 will survive termination of the Contract.
14.1 The parties each undertake that they will not at any time during the Contract, and for a period of three years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by Clause 14.2.
14.2 The parties may each disclose the other’s confidential information:
- to such of their respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out their respective obligations under the Contract. The parties will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 14; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Each of the parties may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
15.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
- you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
- you fail to pay any amount due under the Contract on the due date for payment;
- you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
- your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
15.2 On termination of the Contract you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.
15.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
15.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
15.5 Either party can also terminate the Contract by providing to the other 90 days written notice of the same.
16. EVENTS OUTSIDE OUR CONTROL
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
16.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
- we will contact you as soon as reasonably possible to notify you; and
- our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
16.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
18. COMMUNICATIONS BETWEEN US
18.1 When we refer to “in writing” in these Terms, this includes email.
18.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
18.3 A notice or other communication is deemed to have been received:
- if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
- if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
- if sent by email, at 9.00 am the next working day after transmission.
18.4 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 email, that such email was sent to the specified email address of the addressee.
18.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
19.1ASSIGNMENT AND TRANSFER
- We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or] by posting on this webpage if this happens.
- You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
19.2Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
19.3Waiver. If we do not insist that you perform any of your obligations under the Contract, 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 or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
19.4Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
19.5Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
19.6Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.