ONLINE BUSINESS AND CONSUMER GOODS SERVICES AND DIGITAL CONTENT TERMS AND CONDITIONS
1st March 2019
1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply services to you, whether these are services or digital content.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide 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. If you think that there is a mistake in these terms, please contact us to discuss.
1.3 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if: • You are an individual. • You are buying services from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
1.4 If you are a business customer this is our entire agreement with you. If you are a business customer 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.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are Hard Truth Media Ltd a company registered in England and Wales. Our company registration number is 8006391 and our registered office is at Charwell House, Wilsom Road, Alton, Hampshire, GU34 2PP. Our registered VAT number is 300322968
2.2 How to contact us. You can contact us by telephoning our customer service team at 07584 037 499 or by writing to us at email@example.com or Charwell House, Wilsom Road, Alton, Hampshire, GU34 2PP
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3. OUR CONTRACT WITH YOU
3.1 How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the service. This might be because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the services or because we are unable to meet a delivery deadline you have specified.
4. YOUR RIGHTS TO MAKE CHANGES
If you wish to make a change to the services you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
5. OUR RIGHTS TO MAKE CHANGES
5.1 Minor changes to the services. We may change the services: (a) to reflect changes in relevant laws and regulatory requirements; and (b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the services.
5.2 More significant changes to the services and these terms. In addition, as we may inform you in the description of the services, we may make the following changes to these terms or the services, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any services paid for but not received: (a) increase the delivery time frame in which we provide video feedback services; (b) change the individual who will provide the video feedback;
6. PROVIDING THE SERVICES
6.1 When we will provide the services. During the order process we will let you know when we will provide the services to you. (a) If the services are one-off services. The estimated completion date for the services is as told to you during the order process.
(b) If the services are ongoing or a subscription. We will supply the services to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in clause 7 or we end the contract by written notice to you as described in clause 9.
6.2 We are not responsible for delays outside our control. If our supply of the services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to request we end the contract and potentially receive a refund for any services you have paid for but not received.
6.3 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the services to you, for example, the purpose of and audience for the public speaking event, supporting documents, such as slide work and brief, user details and job title. If so, this will have been stated in the description of the services on our website or in our correspondence with you. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 9.2 will apply) or proceed with providing the services based on the information made available to us. We will not be responsible for supplying the services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
6.4 Reasons we may suspend the supply of services to you. We may have to suspend the supply of services to: (a) deal with technical problems or make minor technical changes; (b) update the services to reflect changes in relevant laws and regulatory requirements; (c) make changes to the services as requested by you or notified by us to you (see clause 5).
6.5 Your rights if we suspend the supply of services. We will contact you in advance to tell you we will be suspending supply of the services, unless the problem is urgent or an emergency. You may contact us to end the contract if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 14 calendar days and we will refund any sums you have paid in advance for the services in respect of the period after you end the contract.
6.6 We may also suspend supply of the services if you do not pay. If you do not pay us for the services when you are supposed to (see clause 11.4) and you still do not make payment within 14 calendar days of us reminding you that payment is due, we may suspend supply of the services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the services. We will not charge you for the services during the period for which they are suspended. As well as suspending the services we can also charge you interest on your overdue payments (see clause 11.6).
7. YOUR RIGHTS TO END THE CONTRACT
7.1 You can always end your contract with us. Your rights when you end the contract will depend on what services you have bought, the circumstances related to why you end the contract, when you decide to end the contract and whether you are a consumer or business customer: (a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract; (b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 7.2; (c) If you are a consumer and have just changed your mind about the service, see clause Error! Reference source not found., 7.4 and 7.5 and 8. (d) In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 7.6.
7.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any services which have not been provided and you may also be entitled to compensation. The reasons are: (a) we have told you about an upcoming change to the services or these terms which you do not agree to (see clause 5.2); (b) we have told you about an error in the price or description of the services you have ordered and you do not wish to proceed; (c) there is a risk that supply of the services may be significantly delayed because of events outside our control; (d) we have suspended supply of the services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 14 calendar days or; (e) you have a legal right to end the contract because of something we have done wrong.
7.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most services bought online you have a legal right to change your mind within 14 days and receive a refund.
7.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:
(a) services, once these have been completed, even if the cancellation period is still running; (b) digital products after you have started to download or stream these;
7.5 How long do consumers have to change their minds? If you are a consumer how long you have to change your mind depends on what you have ordered and how it is delivered. (a) Have you bought services (for example, video feedback services)? If so, you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services or already commenced work, you must pay us for the services provided or the work undertaken up until the time you tell us that you have changed your mind. (b) Have you bought digital content for viewing, download or streaming? if so, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start viewing, downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.
7.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 7.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for services is completed when we have finished providing the services and you have paid for them. A contract for digital content is completed when the content is delivered, downloaded or streamed and paid for. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for services not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) compensation for the net costs we will incur as a result of your ending the contract.
8. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU ARE A CONSUMER WHO HAS CHANGED THEIR MIND)
8.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following: (a) Phone or email. Call customer services on 07584 037 499 or email us at firstname.lastname@example.org. Please provide your name, address, details of the order and, where available, your phone number and email address. (b) By post. Simply write to us at Charwell House, Wilsom Road, Alton, Hampshire, GU34 2PP, including details of your order, when you ordered it and your name and address.
8.2 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the services, by the method you used for payment. However, we may make deductions from the price, as described below.
8.3 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied or work already undertaken, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied or performed, in comparison with the full coverage of the contract
8.4 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then your refund will be made within 14 days of your telling us you have changed your mind.
9. OUR RIGHTS TO END THE CONTRACT
9.1 We may end the contract if you break it. We may end the contract for a service at any time by writing to you if: (a) you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due; (b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the services, for example, the purpose of and audience for the public speaking event, supporting documents, such as slide work and brief, user details and job title;
9.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 9.1 we will refund any money you have paid in advance for services we have not provided but we may deduct or charge you compensation for the net costs we will incur as a result of your breaking the contract.
10. IF THERE IS A PROBLEM WITH THE SERVICE
How to tell us about problems. If you have any questions or complaints about the service, please contact us. You can telephone our customer service team at 07584 037 499 or write to us at email@example.com or Charwell House, Wilsom Road, Alton, Hampshire, GU34 2PP.
11. PRICE AND PAYMENT
11.1 Where to find the price for the services. The price of the services (which excludes VAT) will be the price indicated on the Hard Truth Media website for pay as you go customers or, the pricing agreed for corporate/group offers. We take all reasonable care to ensure that the price of the services advised to you is correct. However please see clause 11.3 for what happens if we discover an error in the price of the services you order.
11.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the service, we will adjust the rate of VAT that you pay, unless you have already paid for the service in full before the change in the rate of VAT takes effect.
11.3 What happens if we got the price wrong. It is always possible that, despite taking all reasonable care, some of the services we provide may be incorrectly priced. We will normally check prices before accepting your order so that, where the service’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the service’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we 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 end the contract and refund you any sums you have paid.
11.4 When you must pay and how you must pay. We accept payment via Stripe or Bank Transfer. Subject to any separate agreement we make with you regarding payment, you must pay for the services in full within five days of uploading any content to our website. You guarantee this time of payment. If you fail to pay on time, the services will not be carried out and the video you have submitted for review will be deleted from the platform.
11.5 Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us 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).
11.6 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
11.7 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
12. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER
12.1 We are responsible to you for foreseeable loss and damage caused by us. You understand that reVIEW™ tutors are not experts in your industry and are providing feedback based on the general industry experience of the tutor and does not guarantee a specific result. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
12.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the services
12.3 When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
12.4 We are not liable for business losses. If you are a consumer we only supply the services to you for domestic and private use. If you use the services for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 13.
13. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS
13.1 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 (as applicable); (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;
13.2 Subject to clause 13.1: (a) we shall not 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 any contract between us; and (b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for services under such contract.
14. HOW WE MAY USE YOUR PERSONAL INFORMATION
15. OTHER IMPORTANT TERMS
15.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
15.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
15.3 Nobody else has any rights under this contract. This contract is between the individual users and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms, with the exception of a corporate/group arrangement in which the department lead will have that authority.
15.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
15.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date.
15.6 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the services in the English courts. If you live in Scotland you can bring legal proceedings in respect of the services in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the services in either the Northern Irish or the English courts.
15.7 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
Schedule 1 Model Cancellation Form for consumer customers
(Complete and return this form only if you wish to withdraw from the contract . You are not obliged to use this format and may email us the details to firstname.lastname@example.org ) To Hard Truth Media Ltd Charwell House, Wilsom Road, Alton, Hampshire, GU34 2PP. I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the for the supply of the following service [*], Ordered on [*]/received on [*], Name of consumer(s), Address of consumer(s), Signature of consumer(s) (only if this form is notified on paper), Date [*] Delete as appropriate © Crown copyright 2013.