Our Terms and Conditions (“Terms”)
Our Terms and Conditions (“Terms”)
1. These terms
1.1 What these terms cover. These are the Terms and Conditions on which we supply Content to you.
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 Content 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 or require any changes, please contact us to discuss.
2. Information about us and how to contact us
2.1 Who we are. We are Context Worldwide Limited a company registered in England and Wales. Our company registration number is 07598074 and our registered office is at Sanderson House Station Road, Horsforth, Leeds, LS18 5NT.
2.2 How to contact us. You can contact us by telephoning our customer service team at 020 8394 7700 or by writing to us at CONTEXT Dial House 2 Burston Road London, SW15 6AR or email@example.com.
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 Content. This might be because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the Content or because we are unable to deliver the Content.
3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
4. Our Content
4.1 Consent description. Please note that the description(s) of the Content on our website are for illustrative purposes only. Your Content may vary slightly from that description.
4.2 Reference to Content shall be deemed to refer to Content unless explicitly stated otherwise.
5. Your rights to make changes
If you wish to change the Content 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 Content, 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. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 9, Your rights to end the contract).
6. Our rights to make changes
6.1 Minor changes to the Content. We may change the Content:
- to reflect changes in relevant laws and regulatory requirements. This may include amending the information within our Content;
- to implement minor technical adjustments and improvements, for example to address a security threat. These changes may impact the Content; and
- to address rights in the data included within the Content.
6.2 Updates to Content. We may update or require you to update Content, provided that the Content shall always match the description of it that we provided to you before you bought it.
7. Providing the Content
7.1 Delivery costs. The costs of delivery will be as notified to you before you place your order. If you download the Content, there will be no delivery cost.
7.2 When we will provide the Content.
- If the Content is a one-off purchase of Content. We will make the Content available for download by you as soon as we accept your order.
- If the Content is provided as an ongoing service or a subscription to receive Content. We will supply the Content to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in clause 9 or we end the contract by written notice to you as described in clause 11.
7.3 We are not responsible for delays outside our control. If our supply of the Content is delayed by an event outside our control then we may contact you to let you know. If there is a risk of substantial delay you may contact us to end the contract and receive a refund for any Content you have paid for but not received.
7.4 Time shall not be of the essence in relation to any Content provided by us.
7.5 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 Content to you, for example, such as company information and details therein. If so, this will have been notified to you before you placed your order. We may 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 11.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Content late or not supplying any part of it if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.6 Reasons we may suspend the supply of Content to you. We may have to suspend the supply of a Content to:
- deal with technical problems or make minor technical changes;
- update the Content to reflect changes in relevant laws and regulatory requirements;
- make changes to the Content as requested by you or notified by us to you (see clause 6).
7.7 Your rights if we suspend the supply of Content. We will contact you in advance to tell you we will be suspending access to the Content, unless the problem is urgent or an emergency. If we have to suspend the Content we will adjust the price so that you do not pay for Content while you are unable to access the Content (unless the Content is a one-off download).
7.8 We may also suspend supply of the Content if you do not pay. If you do not pay us for the Content when you are supposed to (see clause 13.4) and you still do not make payment within 3 days of us reminding you that payment is due, we may suspend access to the Content until you have paid us the outstanding amounts. We will contact you to tell you we are suspending access to the Content. We will not suspend the Content where you dispute the unpaid invoice (see clause 13.6). We will not charge you for the Content during the period for which you are denied access to them. As well as suspending the Content we can also charge you interest on your overdue payments (see clause 13.5).
8. Intellectual Property
8.1 Any patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in software, rights in data and/or 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 that subsist in or are associated with any of our Content (either in downloadable form and/or in respect of the website or platform) (the “Intellectual Property”) shall remain our property.
8.2 If Content is purchased by a company or on behalf of a company by an individual, we hereby grant a revocable, non-exclusive, non-perpetual licence to that company to distribute that Content to employees of that company (“Employees”). For the avoidance of doubt, you will have the right to use the Content in accordance with the licence granted under this clause 8.2, but you will not own the Content or any Intellectual Property contained within the Content.
8.3 A company or individual that purchases a Content may apply to us to for a revocable, non-exclusive, non-perpetual licence to distribute that Content to specific persons or companies that are not Employees (the “Distribution Licence”). An application for a Distribution Licence shall contain full particulars of how the Content, or parts of the Content wish to be used. The scope of use granted by the Distribution Licence shall only be as described in the Distribution Licence.
8.4 The price for the Distribution Licence and acceptance of an application for a Distribution Licence shall be at our sole discretion.
8.5 You shall not be able to apply for a Distribution Licence for a Content until you have purchased that Content.
8.6 You must receive our prior approval to distribute any Content, part of Content or Intellectual Property within any Content, except in accordance with clause 8.2.
9. Your rights to end the contract
9.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
- If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the service of delivering the Content re-performed or to get some or all of your money back), see clause 12;
- If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
- In all other cases, including if we are not at fault and there is no right to change your mind, you may purport to end your contract, but you will not be entitled to a refund of any sums paid in those circumstances.
9.2 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 Content which has not been provided. The reasons are:
- we have told you about an upcoming change to the Content or these terms which you do not agree to (see clause 6.2);
- we have told you about an error in the price or description of the Content you have ordered and you do not wish to proceed;
- there is a risk that supply of the Content may be significantly delayed because of events outside our control;
- we have suspended access to the Content for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 2 weeks consecutively; or
- you have a legal right to end the contract because of something we have done wrong.
9.3 When you don't have the right to change your mind. You do not have a right to change your mind in respect of Content after you have started to download or stream the Content.
10. How to end the contract with us
10.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
- Phone or email. Call customer services on 020 8394 7700 or by writing to us at CONTEXT Dial House 2 Burston Road London, SW15 6AR or firstname.lastname@example.org.. Please provide your name, home address, details of the order and, where available, your phone number and email address.
10.2 Please note that if you have streamed or downloaded the Content, you will not be able to terminate the contract unless the Content is faulty.
11. Our rights to end the contract
11.1 We may end the contract if you break it. We may end the contract for providing Content at any time by writing to you if:
- you do not make any payment to us when it is due and you still do not make payment within 3 days of us reminding you that payment is due;
- you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Content (for example, company information);
- you do not, within a reasonable time, allow us to deliver the Content to you or collect them from us;
- you do not, within a reasonable time, download or stream the Content, in accordance with the time frame.
11.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 11.1 we will refund any money you have paid in advance for Content we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
11.3 We may withdraw the Content. We may write to you to let you know that we are going to stop providing the Content. We will let you know at least 5 days in advance of our stopping the supply of the Content and will refund any sums you have paid in advance for Content which will not be provided.
12. If there is a problem with the Content
How to tell us about problems. If you have any questions or complaints about the Content, please contact us. You can telephone our customer service team on the contact details noted above.
13. Price and payment
13.1 Where to find the price for the Content. The price of the Content (which includes VAT) will be the price indicated in our most recent price list. We take all reasonable care to ensure that the price of the Content advised to you is correct. However please see clause 13.3 for what happens if we discover an error in the price of the Content you order.
13.2 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 Content, we will adjust the rate of VAT that you pay, unless you have already paid for the Content in full before the change in the rate of VAT takes effect.
13.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Content we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the Content'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 Content'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, refund you any sums you have paid and require the return of any Content provided to you.
13.4 When you must pay and how you must pay. We accept payment with all major debit cards or credit cards. For Content, you must pay for the Content before you download them.
13.5 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 4% 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.
13.6 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.
14. Our responsibility for loss or damage suffered by you
14.1 We are responsible to you for foreseeable loss and damage caused by us. 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, but we are not responsible for any loss or damage that is not foreseeable. 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.
14.2 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 Content including the right to receive Content which is: as described and match information we provided to you; of satisfactory quality; fit for any particular purpose made known to us; and supplied with reasonable skill and care.
14.3 When we are liable for damage caused by Content. If defective Content which we have supplied damages a device or 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.
14.4 We are not liable for business losses. We only supply the Content for internal use. You use the Content at your own risk and we shall not be liable to you in respect of any reliance you may place on information contained within the Content, including (but not limited to) any loss of profit, loss of business, business interruption, loss of contracts, loss of data, loss of business opportunity or any other losses, damages, costs, expenses or claims arising out of or in connection with your use of the Content.
15. How we may use your personal information
15.1 How we will use your personal information. We will use the personal information you provide to us:
- to supply the Content to you;
- to process your payment for the Content; and
- if you agreed to this during the order process, to give you information about similar Content that we provide, but you may stop receiving this at any time by contacting us.
16. Other important terms
16.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
16.2 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.
16.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
16.4 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.
16.5 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 Content, we can still require you to make the payment at a later date.
16.6 This contract constitutes the entire agreement between us and you, and:
- supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
- each party acknowledges that in entering into this 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 this contract.
- each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this contract.
- nothing in this clause shall limit or exclude any liability for fraud.
16.7 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the Content in the English courts. If you live in Scotland you can bring legal proceedings in respect of the Content in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Content in either the Northern Irish or the English courts.
16.8 Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use.