TERMS AND CONDITIONS
These are the terms and conditions on which we supply products to you, whether these are goods, services, or digital content.
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 this.
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.
1. INFORMATION ABOUT US AND HOW TO CONTACT US
1.1 We are Women’s Business Centre C.I.C., a community interest company registered in Scotland. Our company registration number is SC610346 and our registered office is at Balfour Place, Angus, DD7 7AH and our place of business is Dundee and Angus Enterprise Zone, Dundee and Angus College, Gardyne Road, Dundee DD5 1NY.
1.2 How to contact us. You can contact us by writing to us at firstname.lastname@example.org or Dundee and Angus Enterprise Zone, Dundee and Angus College, Gardyne Road, Dundee DD5 1NY
1.3 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.
1.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
2. OUR CONTRACT WITH YOU
2.1 How we will accept your order. Our acceptance of your application for our services (including membership) will take place when we email you to accept it and confirm your membership, at which point a contract will come into existence between you and us. Our services are available in a business-to-business context only. We do not provide services to consumers.
2.2 If we cannot accept your order. If we are unable to accept your application, we will inform you of this and will not charge you for the services. Please note our membership levels 1,2,3 are available for women only.
2.3 We only sell to the UK. Our website is solely for the promotion of our products in the UK. Unfortunately, we do not accept orders from addresses outside the UK.
3. YOUR RIGHTS TO MAKE CHANGES
If you wish to make a change to the services you have applied for (including the tier of membership you have selected) 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 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.
4. OUR RIGHTS TO MAKE CHANGES
4.1 Minor changes to the services. We may change the services we provide to you (including the services and products available to you as part of your membership):
(a) to reflect any changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements, for example, to address a security threat.
4.2 More significant changes to the products and these terms. In addition, as we informed you in the description of the services (including the different levels of membership) on our website, we may make the following changes to these terms or our services.
4.3 Updates to digital content. We may update or require you to update digital content at any time.
5. YOUR OBLIGATIONS
5.1 Your obligations in connection with your membership. You must:
(a) co-operate with us in all matters relating to the services (including administration of your membership);
(b) provide us with such information and materials as we may reasonably require in order to supply the services, and ensure that such information is complete and accurate in all material respects; and
(c) comply with all applicable laws.
5.2 Delays caused by default. If our performance of the services is prevented or delayed by any act or omission by you or your failure to perform any relevant obligation:
(a) without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the services until act, omission or failure is remedied, and to rely on your act, omission or failure to relieve us from the performance of any of our obligations, in each case to the extent the act, omission or failure prevents or delays the performance of any of our obligations;
(b) we shall not be liable for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 5.2; and
(c) you shall reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from your act, omission or failure.
PROVIDING THE SERVICES
6.1 When we will provide the services.
(a) Membership services. We will begin the services from the date we confirm your membership has been confirmed.
(b) Digital content and other services as part of your membership. We will make available any digital content to you until your membership expires or the contract between us is terminated.
6.2 We are not responsible for delays outside our control. If our supply of the services (including any of the services included as part of your membership) 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.
6.3 Reasons we may suspend the supply of products 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 product to reflect changes in relevant laws and regulatory requirements;
(c) make changes to the product as requested by you or notified by us to you.
6.4 We may also suspend the supply of the services if you do not pay. If you do not pay us for the services when you are supposed to and you still do not make payment within 14 days of us reminding you that payment is due, we may either suspend supply of the services (including your membership) until you have paid us the outstanding amounts or we may terminate the contract.
7. TERMINATION OF THE CONTRACT
7.1 Expiry of the contract. The contract for services (including membership) will expire one year after your membership has been confirmed in accordance with clause 2.1.
7.2 Our rights to terminate. Without affecting any other right or remedy available to us, we may terminate the contract early by giving you 30 days’ written notice or we may terminate the contract at any time with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of these terms and conditions and you fail to remedy that breach within 14 days of that party being notified in writing to do so;
(b) you fail to make payment of any amount due under the contract on the due date or within 14 days of being notified that such payment is overdue;
(c) you take any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its 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 its assets or ceasing to carry on business; or
(d) you suspend, or threatens to suspend, or cease or threaten to cease to carry on all or a substantial part of your business.
7.3 On termination of the contract:
(a) you shall immediately pay to us any outstanding sums in respect of the services, and
(b) you shall return any materials (including digital content) which you have received as part of your membership.
7.4 Consequences of termination or expiry of the contract. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of either of us that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the contract shall remain in full force and effect.
8. PRICE AND PAYMENT
8.1 Where to find the price for the services. The prices of each tier of membership (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct.
8.2 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 product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
8.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product'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 product'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 goods provided to you.
8.4 When you must pay and how you must pay. We accept payment with credit or debit card or by invoice. If you have opted to pay annually, you must make an advance payment of 100% of the price of the services for the relevant tier of membership, before we start providing them. If you have opted to pay monthly, you must pay monthly in advance of the services for the relevant tier of membership. Upon termination of the contract, you shall immediately pay to us any outstanding sums in respect of the services including the balance of any membership fee which has been paid monthly prior to termination of the contract.
8.5 No right of set-off. 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).
8.6 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 4% a year above the base lending rate of The Royal Bank of Scotland 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.
8.7 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.
9. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
9.1 Liability which cannot be limited. 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; or
(c) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
9.2 Limitation of our liability. Subject to clause 9.1:
(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 products under such contract in the 12 months preceding the event giving rise to the liability.
9.3 Excluded losses. The following types of loss are wholly excluded:
(a) loss of profits
(b) loss of sales or business.
(c) loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data, or information.
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
9.4 This clause 9 shall survive the termination or expiry of the contract.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Our ownership of Intellectual Property Rights. All Intellectual Property Rights (including copyright and related rights, moral rights, trademarks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information and all other intellectual property rights (in each case whether registered or unregistered)) in content made available to you as a result of the services we provide are owned or licensed by us.
10.2 Your license to use our Intellectual Property Rights. We will grant, or procure the grant to you, of a non-exclusive, royalty-free license during the term of our contract with you for the purpose of using our services in your business. You will not receive any rights of ownership in respect of these Intellectual Property Rights. You may not sub-license, assign, or otherwise transfer the rights of these rights.
11. HOW WE MAY USE YOUR PERSONAL INFORMATION
12. OTHER IMPORTANT TERMS
12.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
12.2 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.
12.3 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.
12.4 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.
12.5 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.
12.6 Which laws apply to this contract and where you may bring legal proceedings. 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 Scots Law and the courts of Scotland shall have exclusive jurisdiction to settle any such dispute or claim.
12.7 This clause 12 shall survive termination or expiry of the contract.