Terms and Conditions
Please read these terms and conditions carefully and make sure that you understand them before ordering any Products or Services from Imperative Training Limited. You should understand that by ordering any of our Products or Services, you agree to be bound by these terms and conditions. When buying Products or Services on our website, you also agree to be legally bound by our website terms and conditions.
This contract sets out your legal rights and responsibilities, our legal rights and responsibilities, and certain information required by law. If there is anything in this contract you do not understand, please contact us using the details below.
Please read these terms and conditions carefully and retain a copy for future reference.
In these terms and conditions the following definitions apply:
“Complaints Handling Policy” we have a formal complaints handling policy in place.
“Company” is Imperative Training Ltd whose registered company number is 04987229 and whose registered office address is Excalibur House, 630 Liverpool Road, Irlam, Manchester, M44 5AD trading as Imperative Training, defibshop.co.uk or AED Armor.
"Consumer" (as defined in the Unfair Contract Terms Act 1977, section 12) is a person who is not buying the Products or Services for purposes related to their trade, business or profession.
"Course Material" is documentation and material used in the training services.
“Customer” is the individual, company or organisation placing an order for Products or Services with Imperative Training Ltd or requesting information from Imperative Training Ltd.
“Dispatch Confirmation” is the date on which we e-mail you to confirm our acceptance of your order or service.
“Intellectual Property Rights” all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
"Manufacturer" is the manufacturer of the Products.
“Product” is any product supplied by Imperative Training Ltd.
“User” is any person who uses or attempts to use any Products supplied by Imperative Training Ltd
“Third party” is any person, company or organisation of any kind that is not either the Customer or Imperative Training Ltd.
"Services" are the training services supplied by the Company to the Customer set out in writing by the Company.
“We” or “us” or “our” or Our” refers to the Company. “You” or “your” refers to the Customer.
INFORMATION ABOUT US
We operate the websites www.imperativetraining.com, www.defibshop.co.uk, and www.aedarmor.com.
We are Imperative Training Limited a company registered in England and Wales under company number 04987229 and with our registered office at Excalibur House, 630 Liverpool Road, Irlam, Manchester, M44 5AD trading as Imperative Training, AED Armor, or defibshop.co.uk. Our VAT number is 831579317.
If you are a Consumer, here are some of your key legal rights:
By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 say that we must give you certain key information before a legally binding contract between you and us is made (see below). We will give you this information in a clear and understandable way. Some of this information is likely to be obvious from the context. Some of this information is also set out in this contract, such as information on our complaint handling policy.
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that up to 14 days after receiving your goods, in most cases, you can change your mind and get a full refund.
The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product you're entitled to the following:
up to 30 days: if your goods are faulty, then you can get a refund;
up to six months: if they can't be repaired or replaced, then you're entitled to a full refund, in most cases;
up to six years: if the goods do not last a reasonable length of time, you may be entitled to some money back.
This is a summary of some of your key rights. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 03454 04 05 06.
The information in this summary box summarises some of your key rights. It is not intended to replace the contract below which you should read carefully.
Contacting us if you are a Consumer:
Information we give you
By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that we must give you certain key information before a legally binding contract between you and us is made. If you want to see this key information, please:
- click on the ‘key information button’;
- read the acknowledgement email; or
- contact us using the contact details.
The key information we give you by law forms part of this contract (as though it is set out in full here).
Contacting us if you are a business.
1. HOW THE CONTRACT IS FORMED
1.1 Below, we set out how a legally binding contract between you and us is made.
1.2 These terms and conditions do not affect your statutory rights. To order Products through our website or by any other ordering method you must be at least 18 years of age and be legally capable of entering into binding contracts. Please check your order carefully before submitting it. If you need to correct any errors you can do so before submitting it to us. We will treat each order for Products or Services as an offer by you to purchase the Products and Services subject to these terms and conditions. We have the right to refuse at our discretion to supply any Products ordered by you and all orders are subject to acceptance by us. We will confirm such acceptance to you by sending you an e-mail that confirms that the Product or Services has been ordered (“Order Confirmation”). The contract between us (“Contract”) will only be formed when we send you the Order Confirmation.
1.3 These terms and conditions constitute the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in these terms and conditions.
2.1 Description of Products/Warranty and Liability. Although we warrant that the Products will, at the time of delivery, correspond to the description given by us, all Products we sell are of a technical nature and it is not practical to publish detailed specifications of all the Products. All images, descriptive matter, specifications and advertising are for the sole purpose of giving an approximate description of the Products. Whilst we endeavour to ensure all information is correct at the time of publication, Product specifications do vary. As such we cannot accept responsibility for incorrect information. Full details are available from the original Manufacturer’s brochures and websites. Except where the Customer is dealing as a Consumer, all other warranties, conditions or terms relating to fitness for purpose, merchantability or conditions of the products whether implied by statute, common law or otherwise are excluded and the Customer warrants that the Customer is satisfied as to the suitability of the Products for the Customer’s purpose. Products are not sold on a trial basis.
2.2 If you are a Consumer, The Consumer Rights Act 2015 gives you certain legal rights that the goods are:
2.2.1 of satisfactory quality;
2.2.2 fit for purpose; and
2.2.3 match the description.
We must provide you with Products that comply with your legal rights.
2.3 Availability of Products
All Products are subject to availability and may be withdrawn at any time. However it is our policy to contact you if a Product is out of stock for more than 14 days and if you do not wish to proceed with the order or for any reason we cannot supply the Product we will arrange for the order to be cancelled or alternatively we will advise on alternative suitable products available.
3.1 Whilst every reasonable effort shall be made to keep any delivery date, time of delivery shall not be of the essence and we shall not be liable for any losses, costs, damages or expenses incurred by the Customer or any other person or company arising directly or indirectly out of any failure to meet any estimated delivery date. Delivery of the Products shall be made to the Customer's address (UK delivery only); deliveries outside the UK cannot be guaranteed and an additional delivery charge will apply at cost and the Customer shall make all arrangements necessary to take delivery of the Products whenever they are tendered for delivery. 24-hour delivery is offered at an additional charge.
3.2 When the Products are shipped you will receive an email with a link to a tracking number in order for you to track your parcel.
This clause 3.3 only applies if you are a Consumer.
3.3 We cannot usually guarantee delivery dates as we use external couriers. However, if we do make an exception and guarantee a date and if we miss the delivery deadline for these Products then you may cancel your Order straight away if any of the following apply:
3.3.1 We have refused to deliver the Products;
3.3.2. Delivery within the delivery deadline was essential (considering all the relevant circumstances); or
3.3.3 You told us before we accepted your order that delivery within the delivery deadline was essential.
3.4 If you do not wish to cancel your order straight away, or do not have the right to do so under clause 3.3, you can give us a new deadline for delivery, which must be reasonable, and you can cancel your Order if we do not meet the new deadline.
3.5 If you do choose to cancel your Order for late delivery under clause 3.3.3 or clause 3.6, you can do so for just some of the Products or all of them, unless splitting them up would significantly reduce their value. If the Products have been delivered to you, you will have to return them to us or allow us to collect them and we will pay the costs of this. After you cancel your Order we will refund any sums you have paid to us for the cancelled Products and their delivery.
3.7 If something happens which is:
3.7.1 outside our control; and
3.7.2 affects the estimated date of delivery
we will let you have a revised estimated date for delivery.
4. TITLE AND RISK
4.1 If you are a Consumer or a business, you are responsible for the Products when delivery has taken place. In other words, the risk in the goods passes to you when you take possession of the Products.
4.2 The risk in the Products shall pass to the Customer on completion of delivery.
4.3 Title of ownership of any Products invoiced and delivered will not pass to the customer until all Products supplied have been paid for in full.
4.4 Until title to the Products has passed to the Customer, the Customer shall:
4.4.1 Hold the Products on a fiduciary basis as the Company’s bailee;
4.4.2 Store the Products separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
4.4.3 Not remove, deface or obscure any identifying mark relating to the Products;
4.4.4 Maintain the Products in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery; but the Customer may resell or use the Products in the ordinary course of its business.
4.5 An order placed by a Customer is deemed to be a financial commitment by the Customer and therefore the value of the order is payable according to our terms. The Company reserves its right to recover outstanding monies as a shortfall from any repossession of Products. By repossession the Customer is not relieved of its liability of the original debt or the costs related to any recovery or attempted recovery of the debt. The Company reserves its right to seek damages, debt collection fees, interest and court costs and any other recovery costs including sub sequential losses due to the default of the Customer to pay in full the value of the Products and or services.
5. TIME LIMITATIONS FOR NOTIFICATION OF CLAIMS
5.1 Should any damage be identified to the Product on opening the package, the Customer must advise the Company within 48 hours of the exact damage. It is imperative that the Customer does not dispose of any of the packaging, as this will be required to affect a claim against the carrier. The claim will be handled by the Company. We cannot accept any claims for damage if the above timescales are not followed.
5.2 Shortages: it is the Customer’s responsibility to sign for the correct number of packages that are delivered. The Customer is required to check that the number of packages delivered equals the number of packages on the delivery driver’s manifest/consignment note and it is the Customers responsibility to thereafter notify us within 48 hours of delivery. Should the Customer be missing an item but has signed for the correct number of packages, the Customer must notify us within 48 hours of delivery. The Customer will be requested to provide us with a copy of the invoice. The matter will be investigated, and the Customer will be informed of the decision.
5.3 Incorrect Products or additional items not ordered: it is the Customer’s responsibility to notify us of any incorrect Products or additional items not ordered by the Customer supplied within 48 hours of delivery. If the items are not as ordered, the Customer must not open the Manufacturers packaging or use the item. The Customer will also be required to provide further information on what was received i.e. we may require the manufactures part codes and a full description of what has been received. Should there be any extenuating circumstances that have prevented the Customer from remaining within the specified timeframe; resolution will be by mutual decision.
5.4 Non-Deliveries: we will not accept liability for Products lost in transit unless we are notified within 5 days from the expected delivery date. This will be the date advised on the Customers automated despatch note which is emailed to the Customer once the items have left our warehouse. We shall accept no liability for shortages, non-deliveries, incorrect Products and Products damaged on delivery outside the reported timescales, except when extenuating circumstances have prevented notification within the reported timescale. The extenuating circumstances must be by agreement.
6. PRODUCT GUARANTEES
6.1 All Products supplied are covered by the terms and conditions of the Manufacturers guarantee for a period of 12 months or longer if relevant this is in addition to Consumers’ statutory rights.
7. FAULTY PRODUCTS
7.1 If you think that the product you have purchased is faulty you should contact us immediately. If we are unable to determine the nature of any fault we may refer you to the Manufacturer, due to their extensive knowledge of their product. If the Manufacturer agrees that the product is faulty, in most cases they will be able to authorise a replacement/repair of the product direct to you. This does not affect your statutory rights. A restocking fee of up to 25% is charged on returns which prove to be non-defective. It is therefore imperative that you have made contact with us before returning any Products. The restocking fee is non-negotiable. In all instances when contacting a Manufacturer, you must retain the reference code that you are given. If the product fails within 30 days of receipt, a replacement Product or full refund of the cost of the Product will be offered to you, at the Company's discretion.
7.2 If you are a Consumer, nothing in clause 7.1 affects your legal rights under the Consumer Rights Act 2015. For more detailed information about your rights, please visit the Citizens Advice website www.citizensadvice.co.uk or call 03454 04 05 06.
If for any reason you are issued with a refund, please note the following,
8.1 All refunds will be issued to the same payment method as on the original order.
8.2 When a refund is processed, you will receive an email notification. A refund will usually reach your credit card account within 4 working days after it has been processed, however please allow up to 10 working days for it to be credited. We do however reserve the right to refund you within 30 days of the return. A handling fee of £15.00 will be charged on all refunds.
8.3 Faulty Products returned within 30 days will be refunded in full including the original carriage charge (refund of original carriage charge applies to Customers in the United Kingdom only). If the Products are found not to be faulty or they have been damaged by misuse, they will be returned to you and no refund will be issued.
8.4 We do not refund carriage charges applied to the initial order and neither do we pay for the cost of returning the items to us except where the Products are returned by Customers in the United Kingdom ONLY as faulty within 30 days of our shipment date.
9. YOUR CONSUMER RIGHT OF RETURN AND REFUND
This clause only applies if you are a Consumer.
9.1 If you are a Consumer, you have a legal right to cancel a Contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 during the period set out below in clause 9.3. This means that during the relevant period if you change your mind or decide for any other reason that you do not want to receive or keep a Product, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your local Citizens' Advice Bureau or Trading Standards office.
9.2 You have the right to cancel this contract within 14 days without giving any reason.
To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement (eg a letter sent by post or email). You can use the model cancellation form set out in the box below, but it is not obligatory.
To Imperative Training Limited:
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/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),
[*] Delete as appropriate
To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
However, this cancellation right does not apply in the case of:
9.2.1 Off-premises contract under which the payment to be made is less than £42 (regulation 27(3), Consumer Contract Regulations).
9.2.2 Sealed audio or sealed video recordings or sealed computer software, once these Products are unsealed after you receive them.
9.2.3 Any Products which become mixed inseparably with other items after their delivery.
9.2.4 Any Services which have been provided at your request within the 14 day cancellation period (for example late bookings for training courses).
9.3 Your legal right to cancel a Contract starts from the date of the Dispatch Confirmation (the date on which we e-mail you to confirm our acceptance of your order), which is when the Contract between us is formed. Your deadline for cancelling the Contract then depends on what you have ordered and how it is delivered, as set out in the table below:
|Your Contract||End of the cancellation period|
Your Contract is for a single Product (which is not delivered in instalments on separate days).
The end date is the end of 14 days after the day on which you receive the Product.
Example: if we provide you with a Dispatch Confirmation on 1 January and you receive the Product on 10 January you may cancel at any time between 1 January and the end of the day on 24 January.
Your Contract is for either of the following:
The end date is 14 days after the day on which you receive the last instalment of the Product or the last of the separate Products ordered.
Example: if we provide you with a Dispatch Confirmation on 1 January and you receive the first instalment of your Product or the first of your separate Products on 10 January and the last instalment or last separate Product on 15 January you may cancel in respect of all instalments and any or all of the separate Products at any time between 1 January and the end of the day on 29 January.
Your Contract is for the regular delivery of a Product over a set period.
The end date is 14 days after the day on which you receive the first delivery of the Products.
Example: if we provide you with a Dispatch Confirmation on 1 January in respect of Products to be delivered at regular intervals over a year and you receive the first delivery of your Product on 10 January, you may cancel at any time between 1 January and the end of the day on 24 January. 24 January is the last day of the cancellation period in respect of all Products to arrive during the year.
9.5 If you cancel your Contract we will:
9.5.1 Refund you the price you paid for the Products. However, please note we are permitted by law to reduce your refund to reflect any reduction in the value of the goods, if the loss in value of any goods supplied is as a result of unnecessary handling by you.
9.5.2 Refund any delivery costs you have paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (provided that this is a common and generally acceptable method). For example, if we offer delivery of a Product within three to five days at one cost but you choose to have the Product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
9.5.3 Make any refunds due to you as soon as possible and in any event within the deadlines indicated below
126.96.36.199 If you have received the Product and we have not offered to collect it from you: 14 days after the day on which we receive the Product back from you or, if earlier, the day on which you provide us with evidence that you have sent the Product back to us. For information about how to return a Product to us, see clause 9.4.
188.8.131.52 If you have not received the Product or you have received it and we have offered to collect it from you: 14 days after you inform us of your decision to cancel the Contract.
9.6 If you have returned the Products to us under this clause because they are faulty or mis-described, we will refund the price of the Products in full, together with any applicable delivery charges, and any reasonable costs you incur in returning the item to us.
9.7 We will refund you on the credit card or debit card used by you to pay.
9.8 If a Product has been delivered to you before you decide to cancel your Contract:
9.8.1 Then you must return it to us without undue delay and in any event not later than 28 days after the day on which you let us know that you wish to cancel the Contract. You can either send it back, or hand it to our authorised carrier. Please see the above notes for our returns address and details of how to arrange this. If we have offered to collect the Product from you as advised by e-mail, we will collect the Products from the address to which they were delivered. We will contact you to arrange a suitable time for collection;
9.8.2 Unless the Product is faulty or not as described (in this case, see clause 7), you will be responsible for the cost of returning the Products to us. If the Product is one which cannot be returned by post, we estimate that if you use the carrier which delivered the Product to you, these costs should not exceed the sums we charged you for delivery. If we have offered to collect the Product from you, we will charge you the direct cost to us of collection.
9.9 Because you are a Consumer, we are under a legal duty to supply Products that are in conformity with this Contract. As a Consumer, you have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by your right of return and refund in this clause 9 or anything else in these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
10. CANCELLATION OF ORDERS FOR BUSINESS CUSTOMERS OR FOR CONSUMERS OUTSIDE THE CANCELLATION PERIODS IN CLAUSE 9
10.1 This clause 10 does not affect your right to cancel within the initial cooling off period in accordance with clause 9.2 if you are a Consumer.
10. 2 Where orders are cancelled after you have received an invoice from us a 25% fee will be payable.
10.3 Where the Products have already been supplied, the Products must be returned to us and receipted back into our warehouse at your cost. In all instances, Products must be returned as new, with no blemish, defect or parts missing, neither must the outer manufacturer packaging show any damage or be defaced in anyway. Should the packaging show any damage or be incomplete and defaced in any manner a 100% fee may apply at our discretion; this will automatically be deducted from the credit issued. If the Products are damaged, we are unlikely to offer credit.
10.4 We do not refund carriage charges applied to the initial order and neither do we pay for the cost of returning the items to us except where the Products are returned as faulty by Customers in the United Kingdom ONLY within 30 days of our shipment date.
10.5 Should circumstances mean that you must cancel your training course the following charges will apply:
10.5.1 More than four weeks prior to the course start date - no charge
10.5.2 two to four weeks prior to the course - 50% of the course fee
10.5.3 Less than two weeks prior to the course - full fee.
11.1 Any training Services provided by the Company is provided under these terms and conditions. The Company shall provide the Services to the Customer in accordance with the description given in all material respects.
11.2 The Company shall use all reasonable endeavours to meet any performance dates for the Services specified on its website and agreed in the Company’s Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
11.3 We will wait until the 14 day cancellation period is over before we start to carry out the Services, unless:
11.3.1 you want us to carry out the services during the 14 day cancellation period, or the training you wish to attend is taking place within the 14 day cancellation period;
11.3.2 we have agreed to do so.
11.4 The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Customer where this will affect the quality of the Services provided.
11.5 The Company warrants to the Customer that the Services will be provided using reasonable care and skill and using competent staff and/or Contractors, qualified to provide the Services pursuant to all applicable legal regulations, accreditation and comply with applicable Codes of Conduct.
12. CUSTOMER'S OBLIGATIONS
12.1 The Customer shall:
12.1.1 Co-operate with the Company in all matters relating to the Services;
12.1.2 provide the Company, its employees, agents, consultants and sub-contractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
12.1.3 Provide the Company with such information and materials as the Company may reasonably require supplying the Services and ensure that such information is accurate in all material respects;
12.1.4 Prepare the Customer's premises for the supply of the Services;
12.1.5 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; and
12.1.6 keep and maintain all materials, equipment, documents and other property of the Company (Company Materials) at the Customer's premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company's written instructions or authorisation.
12.2 If the Company's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
12.2.1 the Company shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Company’s performance of any of its obligations;
12.2.2 the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company's failure or delay performing any of its obligations as set out in this clause 12.2; and
12.2.3 The Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.
13.1 The price of any Products shall be the price listed on our website at the time the order is placed. The price is exclusive of all delivery costs which are payable by the Customer in addition to the Price.
13.2 In the event that a Product is listed at an incorrect price due to a typographical error or error in pricing information, we shall have the right to refuse or cancel any orders based on the incorrect price whether or not the order has been confirmed.
13.3 In respect of Products, the price shall be payable by the Customer on or after the Company accepts the Customer’s order. Where the order is placed on our website, the Customer shall pay the price at the time of placing the order. In respect of Services, the Company shall invoice the Customer on or at any time after delivery of the Services.
13.4 The Customer shall pay each invoice submitted by the Company:
13.4.1 On receipt of the invoice; payment in full must be received before delivery of the product or service will take place
13.4.2 In full and in cleared funds to a bank account nominated by the Company and
13.4.3 Payment of the invoice is full acceptance of our terms and conditions as specified herein.
13.5 Payment may be made by certain credit or debit cards. All online orders made by credit card are processed through a secure website. Payments by cheque or cash in UK pounds or Euros are also acceptable however shipment of Products will not be made until any cheque has been cleared through our bank account. Any cash sent to us is sent entirely at the Customers own risk. Proof of posting cash is not accepted as proof of delivery of cash. Other payment methods may be accepted at our sole discretion. Course qualifications will not be issued until receipt of payment in full. Finance package may be arranged if required on an individual case basis solely at the company’s discretion.
13.6 We reserve the right to charge interest on any unpaid invoice (whether fully or partly unpaid) at the rate of 4%per month (or part thereof) per annum above the then current Lloyds Bank base rate, accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
13.7 Time for payment shall be of the essence.
13.8 VAT is payable on all transactions at the current UK rate for all Customers in the UK or European Union. Customers with delivery addresses outside the European Union are not liable for VAT. Customers outside the UK are fully liable for any import duty or taxes or additional charges made by customs or other authorities. The Company accepts no liability for the payment of any import, export or similar duty or tax imposed due to shipping of Products outside the United Kingdom. Customers will be responsible to provide an export documents required and no additional documents will be provided by the Company.
13.9 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
13.10 If you are a Consumer, nothing in this clause 13 shall affect your legal right to cancel the contract during the “cooling off” period under clause 9.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company.
14.2 All Training Materials are the exclusive property of the Company
15. USE OF PERSONAL INFORMATION
16.1 Except in respect of death or personal injury resulting from our negligence, our cumulative liability for any loss or damage shall be limited to the cost of any Products supplied by us save where otherwise required in accordance with this Agreement.
16.2 Except in respect of death or personal injury resulting from our negligence, we shall not be liable in Contract, tort (including negligence), or otherwise for:
16.2.1 Any loss of profit, business, contracts, revenues, or anticipated savings; or
16.2.2 Any special, indirect, or consequential damages of any nature whatsoever, resulting from any act or omission on our part or any other person authorised by us.
16.3 Nothing in this agreement excludes or limits our liability for:
16.3.1 Death or personal injury caused by our negligence;
16.3.2 Fraud or fraudulent misrepresentation;
16.3.3 Any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
16.3.4 Defective products under the Consumer Protection Act 1987; or
16.3.5 Any deliberate breaches of these terms and conditions that would entitle you to terminate the Contract; or
16.3.6 Any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
16.4 For the avoidance of doubt, any resuscitation (successful or otherwise) carried out by the Customer or any other User or third party, whether a Defibrillator Product supplied by us is used, or following our provision of the Services, is carried out entirely at your own risk. We accept no liability for any special, direct, indirect, or consequential damages of any nature whatsoever resulting from any actual or attempted resuscitation except in respect of death or personal injury resulting from our negligence.
16.5 It is the Customer’s responsibility to ensure that the equipment is used and operated only as specified in the Manufacturer’s user manuals, guides and training video supplied with the equipment. It is the Customers and User’s responsibility to be aware of all possible consequences of actual or attempted resuscitation.
17.1 It is the Customers’ responsibility to ensure that the Customer and any other potential Users of the Product are adequately and appropriately trained and that this training is kept up-to-date with appropriate regular retraining.
17.2 We advise everyone who has access to, or who may be a user of, a Defibrillator Product to attend a comprehensive training course that adheres to the training guidelines laid down by the UK Resuscitation Council for potential uses of Automatic External Defibrillators (AEDs).
17.3 The Customer undertakes and agrees that:
17.3.1 We recommend that You and other potential Users of the Products are already adequately trained in the use of a Defibrillator AND/OR that you will obtain appropriate training for yourself and other potential Users; and
17.3.2 The Company shall not be liable for any special, direct, indirect, or consequential damages of any nature whatsoever resulting from: a) any training provided to the Customer by any third party or: b) any training provided by the Customer themselves.
17.4 It is the Customer’s responsibility to ensure that the Customer and any other potential Users of any defibrillator have read and understood the user guides and manuals supplied with the Defibrillator and have also watched the training video supplied (if applicable). It is the Customer’s responsibility to ensure that the equipment is used and operated only as specified in the user’s manuals and guides supplied with the equipment. It is the Customers and User’s responsibility to be aware of all possible consequences of actual or attempted resuscitation.
18.1 Force majeure:
18.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
18.1.2 The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.
18.1.3 If the Force Majeure Event prevents the Company from providing any of the Services and/or Products for more than 26 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
18.2 No Waiver
18.2.1 Our failure to insist upon strict performance of any provision of these terms and conditions shall not be deemed to be a waiver of our rights or remedies in respect of any present or future default of the Customer in performance or compliance with any of these terms and conditions.
18.3.1 If any or any part of these Terms and Conditions shall be determined invalid, unlawful or unenforceable to any extent such term, condition or provision shall be severed from the remaining Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.
18.4 No partnership
18.4.1 Nothing in the terms and conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
18.5 Our right to vary these terms and conditions
18.5.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
18.6 Third party rights
18.6.1 A person who is not party to these terms and conditions or a Contract shall not have any rights under or about them under the Contracts (Rights of Third Parties) Act 1999.
18.7 Call Recording
18.7.1 Calls in and out of our offices maybe recorded for quality and training purposes
18.8 Law and Jurisdiction
18.8.1 Governing law and jurisdiction: the terms and conditions, and any dispute or claim arising out of or about it or its subject matter or formation (including non-Contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.