October 2018 Version
1. ABOUT THIS DOCUMENT
Welcome to the website of CERTIKIT. This document sets out the terms applicable to your use of CERTIKIT’s website (our “website terms”), and they are applicable to all customers of and other visitors to our website from the version date stated above. These website terms replace all previous versions of our website terms of use. We may change our website and website terms at any time without notice to you or your consent. You should regularly check our website and website terms for changes. You will be bound by any changes to these website terms from the first time you use the website following the changes.
2. ABOUT CERTIKIT LIMITED
CERTIKIT is a company registered in England and Wales with company number 6432088. CertiKit Limited’s VAT number is 925 6787 79.
3. DEFINITIONS
In these website terms: “account” means any registration for any services you have with our website, and your information and content stored by us in connection with such services; “content” means all works which comprise or are made available through the website, including our products, works supplied to us by third parties, and including any underlying mark-up, styling, software, and other resources for any website page that is downloaded as part of that website page; “intellectual property rights” means copyrights, design rights, patent rights, trade marks, rights to protection from passing off, goodwill, rights in databases, rights to confidentiality, know-how and privacy, and all other similar or analogous rights, in any part of the world, and any rights in applications for the same or rights to apply for the same; “order” means any order for our products which you make through our website or otherwise; “products” means our document toolkits, templates and other works which we make available for order from time to time through our website; “services” means functionality to manage your orders and store your information for use in future orders, and any other services or features as we make available through our website, now or at any time in the future, including any subscription, forum, comment, review, feedback, or other social or interactive services or features, and any tools or other functionality; “UK” or “United Kingdom” mean the United Kingdom of Great Britain and Northern Ireland, including the dependencies of the Channel Islands and the Isle of Man, but not any British overseas territories; “URL” or “link” means a uniform resource locator, being the address of a resource on a server connected to the internet, also known as a web address; “website” means each of our websites from time to time, and any content and services available through the same, including any website on which these website terms appear, and any third party websites we use to provide on our behalf any ordering or payment functionality through our website, or that otherwise host or provide on our behalf any services available through our website; “we”, “us”, “our” and “CertiKit” means CERTIKIT Limited; “works” includes textual, literary, dramatic, musical or artistic works, software, data compilations and databases, sound recordings, graphics, logos, icons, images, films and video; “you” and “your” means the person accessing, visiting, using our website or ordering through our website, who is not doing so in the course of any employment with us; “your content” means any works which you may upload to our website from time to time, including through any service on our website; and “your information” means any information or data relating to you or which you provide to us (in whatever form), including in connection with our website , or any order you make through our website or account you register with our website, including information and data about you (such as your identity, address and contact details), your orders (including orders, confirmations, invoices, downloads, and receipts), and your payment information (including credit and debit card numbers and bank account details).
4. YOUR AGREEMENT TO THESE WEBSITE TERMS
Each time you visit our website, or submit your content or information to our website you accept and agree to be bound by these website terms. You also agree to these website terms if you order products from us, register for an account with our website, or use any services of this website. Nothing in these website terms shall affect your statutory rights if you are using our website as a consumer, to the extent that they may not be limited or excluded by law.
5. LANGUAGES
Our website, terms, contracts, licences and communications are in the English language only, and we do not offer any other languages at the moment. It is advised that your enquiries are therefore made using the English language, as we may be unable to respond to enquiries submitted in any other languages.
6. AGE RESTRICTIONS
The website as a whole is usable by persons of all ages, however purchases may only be completed by persons over the age of 18 (or over 21 in jurisdictions where this is the legal age of majority) or by persons under that age with the supervision of an adult. Certain content available on the website, where indicated, may be unsuitable for persons under the age of 18 (or under 21 in jurisdictions where this is the legal age of majority).
7. WEBSITE AVAILABILITY
We do not undertake to make our website available at all times, and our website may be suspended or unavailable at any time for any reason without your consent or informing you, including (without limitation) due to problems with any underlying systems, maintenance and change. Our website is provided on an “as is” and on an “as available” basis, and we do not promise that our website will be free from defects or faults, fit for any particular purpose, accurate, compatible, or of satisfactory quality. Certain parts of our website may be restricted to those persons who have registered for an account or purchased products from us.
8. PRODUCT INFORMATION
We may alter, add to and remove the range of products available, and the format and pricing for our products, at any time and from time to time without your consent or informing you, and we do not undertake to keep all products available at all times. Please note that products may remain referenced on the website for a short time before removal.
9. PRODUCT ORDERING
9.1 All orders are subject to our acceptance
Our website is our invitation to do business with you. No part of this website is intended to constitute a contractual offer to sell or supply any products or licences capable of acceptance. Your order constitutes a contractual offer to us and is subject to our acceptance. Our acceptance of that offer occurs and the contract to sell you the product is formed upon the ordered products being made available to you, including by our supplying you with a URL from which they may be downloaded.
9.2 How our products are sold
When you order products from us, the agreement is for us to supply you with a copy of the products, and a licence for the products as detailed in clause 10.
9.3 Our standard sales terms
All products are sold and supplied by us on and subject to the current version of our standard sales terms at the date of your order, a copy of which will be supplied on request, or may be downloaded through our website, and you agree that these shall apply whenever you order products from us.
9.4 VAT
The price and any other charge (unless it is a tax) for any products is stated exclusive of any value added tax, which shall, if applicable, be payable by you at the same time as the price, at the rate applicable by law. If you are a purchaser in the European Economic Area then you acknowledge that (depending on the law), value added tax may be payable based on your local law and rates. You must provide us with your vat registration number (if any) and agree that if you fail to do so, we may assume that you do not have one and/or that you are a consumer, and charge value added tax accordingly, so that you will be responsible for recovering the same separately and independently if you consider value added tax was not payable or could have been zero-rated. “value added tax” means any UK value added tax or any other similar sales or consumption tax applicable in any other part of the world which we are required to pay, charge or collect or which is otherwise applicable.
10. PRODUCT LICENCES
10.1 Standard licence terms
All products are licensed on and subject to our standard licence terms, which will be supplied on request, or may be downloaded through our website. Use of our products without a licence or outside our standard licence terms is strictly prohibited. 10.2 Evaluation licence If you are enabled to download or are otherwise supplied with any samples of our products without ordering and paying for them, then you are granted only an evaluation licence as described in and subject to the current version our standard licence terms at the date you downloaded the samples, and you are deemed to have agreed to our standard licence terms by downloading, asking to receive, or opening and viewing the samples.
10.3 Full licence
If you purchase our products, then we grant, to you, or the person you purchased the licence for (as identified in your order), a full licence, as described in and subject to the current version of our standard licence terms at the date of your order.
11. OUR INTELLECTUAL PROPERTY RIGHTS
11.1 Your acknowledgment
You acknowledge and agree: (a) that all intellectual property rights in and to our website, content, services, products and trademarks, logos and names are and shall be and remain our sole and absolute property, and those of any third party that supplied them to us(including any third party that is identified by us as the owner of the intellectual property rights in any works included in our products), and is protected by UK and foreign law; (b) that nothing in these website terms or otherwise shall or is intended to effect an assignment of any title or interest (including legal or equitable) in or to such intellectual property rights to you or any third party, or to amount to any agreement to do the same; (c) that the only licence granted in relation to you shall be the licence set out in this clause 11.2, and, in respect of our products, the licence set out in our standard licence terms as referred to in clause 10; (d) that all other express or implied licences with respect to website, content, products and trademarks and names are hereby excluded; and (e) that this clause 11 shall benefit and be enforceable against you by any third party referred to in it.
11.2 Browsing licence
With respect to our content (other than our products) you are granted a non-exclusive licence, terminable by us at any time, to download the content that we make available for download, into a web-browser and it’s cache, for the purposes of viewing the content, ordering through our website, and accessing any services made available to you through our website.
11.3 Prohibition on other use
You shall not use, re-use, download, copy, publish, reproduce, transmit, exploit, distribute or do anything else with our website, content, or products, except as expressly permitted by the licences referred to in clause 10 and the licence granted under clause 11.2, and all other use or reproduction of our website, content, or products is strictly prohibited.
12. YOUR INFORMATION, CONDUCT AND CONTENT
12.1 Accuracy of your information
You shall ensure that all your information and content is accurate, truthful, current and complete in all respects at the time it is supplied, and you shall keep your information updated without undue delay, so that we at all times have an accurate, truthful, current and complete copy of your information.
12.2 Your authority
You shall ensure that we have full permission and authority to use your information that you provide, as may be required to process any order, perform any contract with you or provide any service.
12.3 Your conduct
You agree: (a) to identify yourself accurately, and not to impersonate any other person, when using our website and ordering from us; (b) to use our website only for lawful purposes reasonably connected to the intended purposes of our website; (c) to use our website in accordance with any rules or acceptable use policies we may publish from time to time; (d) not to restrict or inhibit the use or enjoyment of our website by anyone; (e) not to seek to gain access unlawfully to our website, including any of its underlying systems; (f) not to use our website to market or advertise any third party, including any third party products or services; (g) not to use our website for or in connection with any unlawful or criminal activity, or for unauthorised mass-communication such as “spam” or “junk mail”; (h) that we shall be entitled to monitor all use which you make of our website and services, and all communications you may send using them; and (i) that we may delete your content at any time without giving any reason or notice to you.
12.4 Prohibited content
You shall ensure that your content: (a) relates solely to us and our products, and does not contain unsubstantiated opinion; (b) does not breach any duty of confidentiality or infringe any intellectual property rights of any third party by its supply to us or reproduction or publication in accordance with the licence in clause 12.5; (c) is not unlawful, defamatory, threatening, objectionable, abusive, harassing, trolling, or an expression of prejudice based on age, race, sex or any other protected characteristic, and is not an incitement to hatred or violence; (d) is not detrimental to people, institutions, or religions or to people’s privacy; (e) is not capable of causing harm to minors or unwarranted distress to any person; (f) is not personal data of a third party; (g) is not a promotion of any third party business, product, service or other thing; (h) does not advocate illegal activity or discuss illegal activities with the intent to commit them; (i) is not vulgar, obscene, discourteous or indecent; and (j) is not malicious software or a virus or a link to the same.
12.5 Licence of your content and warranty
With respect to your content you hereby grant to us a perpetual, irrevocable, royalty-free, transferrable licence, with the right to grant sub-licences, to use, copy, edit, distribute, adapt, publish, translate, publicly perform and display, create derivative works from and do anything else whatsoever with your content, including (without limitation) publication and republication in any form, medium or technology (whether now known or later developed) in any part of the world and for any purpose, and you waive all moral rights (including to be identified as author) in relation to your content. You warrant that you have the right to grant the licence above, and that the exercise by us of that licence shall not infringe any intellectual property rights in any part of the world.
12.6 Confidentiality and indemnity in relation to your content
Any of your content you upload to our website, where it is clear that it is intended to be published on our website or transmitted to a third party (such to a forum, comment or review page), is agreed to be supplied by you on a non-confidential basis and with will be considered non-confidential. You shall indemnify us against any loss (including any third party liability) we may suffer or incur caused by your content so upload where it breaches any of the terms of this clause 12.
12.7 Virus protection
It is not possible for us to guarantee that we can keep viruses and similar malicious software or code out of our website or products. You must ensure that you have adequate virus protection for your own computer systems that you use to access our website or open and read our products, and that you make frequent back-ups of your computer systems and data.
13. ACCOUNTS
13.1 Registration
We may require you to register for an account to be able to order from us or to use any other services, or we may give you the option of registering for an account to manage your orders and facilitate future ordering by allowing you to save certain information, or to access and use other services on our website. Any registration for an account is at our sole discretion, and these website terms shall govern the registration.
13.2 Log-in credentials
If we give you the option of setting or controlling your password, you must ensure that your password is strong, unique and kept secure. You must take good care of all usernames and passwords for your accounts, to prevent them from being stolen or used without your authority. It is recommended that you do not share your account details with anyone, particularly your username and password, and we shall have no liability for any losses or damages incurred as a result of your account details being shared by you. If you use a shared computer, it is recommended that you do not save your account details in your internet browser.
13.3 Use of your account
You must keep all your information in your account truthful, accurate, complete and up-to-date. You must use any functionality in your account to amend your information accordingly, and you must otherwise inform us promptly if any of your information becomes out of date. We may assume that all your information in your account is truthful, accurate, complete and up-to-date. Any use made of your account is deemed to be by you or with your authority, unless and until you notify us otherwise.
13.4 Unauthorised use
We do not monitor accounts for unauthorised access or use. If you have reason to believe that your account details have been obtained by another without consent, or that there is any unauthorised use of your account, you should contact us immediately to suspend your account. Please be aware that due to the instantaneous nature of product delivery, pending or completed purchases cannot be cancelled.
13.5 Variation of functionality
We may vary the content, facilities and functions of all accounts and services at any time and from time to time without notice to you.
13.6 Termination
We may at any time terminate or suspend your account or any services, or access to your account or any services, with or without notice to you. You may terminate your account at any time by notice to us, although note that your information and content relating to such account may be retained by us after such termination for as long as we determine, and our privacy policy details how we handle personal data.
14. THIRD PARTY WEBSITES
This website may contain links to third party sites. These third party sites are not under our control, we assume no responsibility for these third party sites and we disclaim liability for any and all forms of loss or damage you may suffer arising out of your use of them. The inclusion of a link to a third party site on this website does not imply any endorsement of the site or the controller of that site.
15. LINKS TO THIS WEBSITE
Those wishing to place a link to this website on other sites may do so only to the home page of this website. Deep linking (i.e. links to specific pages within our website) requires our express prior written permission.
16. PRIVACY
Our privacy policy sets out our policy in relation to how we handle personal data. This is available on request and for download from our website. Our privacy policy is not a contractual document.
17. DISCLAIMER AND LIMITATION OF LIABILITY
17.1 Non availability
We shall have no liability for any disruption or non-availability of the website resulting from force majeure and other external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
17.2 No warranty
We give no promise, warranty or representation that the website or products available for purchase: will meet your requirements, or be of satisfactory quality or fit for a particular purpose; will not infringe the rights of third parties; will be compatible with all systems, will be secure; will be accurate; or will achieve any specific results.
17.3 No duty of care
We assume no, and we shall have no, duty of care to you or any other person with respect to our website or products. Our website and products shall be used at the sole risk of you or any other user of them. Our website and products do not amount to and are not intended to amount to any advice or representation from us that you or any other person may rely on, and you rely upon them at your own risk when making any decisions or taking any action of any kind. Where our website or products are legal contracts or contain information about any laws, they are not provided as legal advice, and you must obtain your own independent legal advice in relation to and before relying on the same.
17.4 Excluded types of loss
You agree that we shall have no liability to you for any of the following losses you may suffer, whether direct or indirect, and whether foreseeable or not: loss of profit, revenue, opportunity, custom, business, contract, expectation, or reputation; any fines; any cost or expense incurred by you in reliance on the website or the products; your cost of purchasing substitutes for the products; and your liability to any third parties. You agree that we shall have no liability to you for any special, indirect, or consequential loss.
17.5 Non-Excluded types of loss
Nothing in these website terms shall limit or exclude our liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by our negligence.
17.6 Cap
You agree that our liability to you shall in any event be limited to £1000. The cap in liability in the previous sentence shall apply both to any single event or circumstance giving rise to our liability, and to all events or circumstances giving rise to our liability in the aggregate.
17.7 Meaning of our “liability”
References to our liability in these website terms include: our liability for breach of any contract arising out of our website; our liability for breach of a duty of care or other negligence arising in connection with our website or any statements made in it, including negligent misstatement; our liability for misrepresentation (other than fraudulent); our liability for breach of any statutory duty or liability under a statute; and any liability (including any of the foregoing) of any nature arising out of, in connection with, our website or products. You agree that for the purposes of this clause 17, references to us include our shareholders, officers and employees, who shall benefit from this clause as a third party right.
18. GENERAL
18.1 Notices
Any notice to us shall be given by post to our address in clause 2 or by email to [email protected]. Any notice to you may be given by us by post or email to any address given by you in an order or account, or to your last known address, or if you are a business or organisation to any office of yours. A notice shall be deemed to have been duly given and received: if sent by email, when delivery to the mail server of the intended recipient has been completed, whether or not the e-mail is subsequently placed in the recipient’s mail box or read, which may be evidenced by a successful delivery or relay report from the sending mail server, whether or not the destination server gives a notification; or if sent by post, on the 5th day following mailing, if to an address in the same country as the sender, and on the 10th day following mailing, if to an address in a different country.
18.2 Assignment
You may not assign or transfer to any third party the benefit of any contract or licence with us or any rights under or in relation to it. We may assign or transfer to any third party the benefit of any contract or licence with you and any debts that arise under it.
18.3 Entire agreement
The website terms represent the entire terms applicable to use of our website. All terms implied by law and rights created by statute in your favour or to your benefit shall not apply to the fullest extent permitted by law. Nothing in these website terms shall affect your statutory rights if you are using our website as a consumer, to the extent that they may not be limited or excluded by law.
18.4 Sub-contracting
We may sub-contract the provision of our website.
18.5 No third party rights
Except as provided in clause 17, the sale contract shall not benefit or be enforceable by any third party.
18.6 No waiver
No failure or delay by us in enforcing the performance of any provision of these website terms shall constitute a waiver of that provision or the right to subsequently enforce that provision or any other provision of these website terms. No waiver by us of any breach of these website terms shall be valid unless in writing. Any waiver by us of any breach of these website terms shall be valid only for the circumstances of that breach, and shall not be a waiver of any preceding or subsequent breach of the same or any other provision or constitute a continuing waiver.
18.7 Severance
In the event that one or more of the provisions of these website terms is found by a court or tribunal of competent jurisdiction to be unlawful, invalid or otherwise unenforceable against you, that / those provisions shall, with respect to you, be deemed severed from the remainder of the website terms, which shall continue to be valid and enforceable.
18.8 Enforcement costs
You agree to pay all legal fees (on an indemnity basis), court fees, and other fees, costs and expenses incurred by us in: (a) enforcing these website terms or our intellectual property rights referred to in clause 11 against you (including in pursuing any claim for infringement of our intellectual property rights by you); (b) in enforcing any settlements or judgements obtained by us in relation to any claims we have against you; and (c) in successfully defending any claims made by you against us.
18.9 Law and jurisdiction
These website terms and use of our website (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales. Any dispute, controversy, proceedings or claim between the parties relating to these website terms or our website (including any noncontractual matters and obligations arising therefrom or associated therewith) shall be subject to the exclusive jurisdiction of the courts of England and Wales EXCEPT THAT we shall be entitled to bring a claim against you and enforce these website terms and our intellectual property rights in any jurisdiction where you are resident, domiciled, established or have any office or place of business.
18.10 References
Unless the context otherwise requires, each reference in these website terms to: “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means; a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time; a clause is a reference to a clause of these website terms; the singular shall include the plural and vice versa; a reference to a “person” includes any individual, partnership, company or other separate legally recognised entity. The headings used in these website terms are for convenience only and shall have no effect upon the interpretation of these website terms.
END OF WEBSITE TERMS
