WEB SITE SALES TERMS AND CONDITIONS ERYCA FREEMANTLE LTD – TERMS AND CONDITIONS OF BUSINESS We are Eryca Freemantle Ltd, whose postal address is Burnhill Business Centre, Burrell Row, Beckenham, BR3 1AT. We are a company registered in England and Wales, company registration number 10097478 whose registered office is at 118-120 London Road, Mitcham, Surrey, United Kingdom, CR4 3LB (“Supplier”, “we” or “us”). Our email address is: firstname.lastname@example.org We are not currently registered for VAT You are the client who buys any Product and/or Services from us (”you”, “your”) We reserve the right to vary these terms and conditions without notice but the terms and conditions which apply to your purchase are those which were current at the time of your purchase. These Terms and Conditions incorporate all of the terms and conditions and policies on this website so please read them carefully. You (the user) agree to these each and every time you view the website or buy anything from us. 1 OUR DEFINITIONS (1) “Agreed extras” means any Services and/or Products which do not form part of an Order Confirmation or Proposal. (2) “Agreement” means the agreement between you and us for the provision of Services, Products and Digital Content incorporating these Terms and Conditions of business, any individual Order Confirmation Proposal and any special terms we have agreed in writing. (3) “Consumer” has the same meaning ascribed in regulation 4 of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, as amended. (4) “Digital Content”, in accordance with the Consumer Rights Act 2015, means “data which are produced and supplied in digital form” and includes our e-books and online courses. (5) “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, invention, know-how, confidential information or process including, but not limited to, management process, technical, creative or artistic concept and/or design, right to extract or exploit information from a list of contact details or a database, any contact or database rights and any application for any of the above, and any other intellectual property right recognised in any part of the world, whether or not presently existing or applied for, which is held by the owning party (6) “Order Confirmation” relates to orders which you place online using the website and means the email confirming your order and describing your purchases. (7) “Products” means the products/materials which are detailed in the Order Confirmation or Proposal, as applicable. It may also refer to products such as training materials which are provided to you as part of any Services. (8) “Proposal” means the document describing the Services to be provided by us and includes an Order Confirmation in relation to any “off the shelf” programme which you purchase, including from our website. This may be in the form of an email to you. (9) “Face to Face Course” means any course which is available for personal attendance by anybody other than you or a member of your organisation or group of organisations. (10) “Services” means the agreed professional Services, including providing our courses, to be supplied by us to you, as outlined in each Order Confirmation and/or Proposal, together with any associated products. (11) “Website” means the website and all content at www.erycafreemantle.com Interpretation (11) Unless the context requires otherwise, reference to the singular includes the plural and reference to the masculine includes the feminine and vice versa. (12) We use headings for convenience only and these are not intended to affect the interpretation of these terms and conditions. 2 ABOUT OUR SERVICES AND PRODUCTS (1) Where an individual enters into an agreement on behalf of an organisation, that organisation confirms that it will be bound by such agreement. (2) You are always responsible if you ask anyone to liaise, communicate or work with us (for example to supply us with information) for you or on your behalf. (3)(a) Services are based upon the information, data, materials, and anything which you provide to us. You therefore agree and understand that, although we do our best to help you achieve your objectives, we make no warranty or endorsement and do not guarantee any results. (b) You are responsible for ensuring that you choose and use Services, Products and Digital Content to meet your specific needs. Except as we have expressly stated in writing or those statutory warranties which apply by law (particularly to consumers), we offer no other express or implied warranties. Accordingly, you agree and understand that we are not responsible for any action you take or fail to take as a result of our Services and/or Products and Digital Content, nor for any reliance you may place upon them, nor any consequences whatsoever during or as a result of our Services and/or Products and Digital Content or failure to supply. (4) Intellectual Property Rights – Unless we agree otherwise in writing (a) We retain all the Intellectual Property Rights in anything we supply to you. (b) Upon cleared payment we grant you a world-wide, royalty-free, non-exclusive licence to use anything we supply to you for the purposes we supplied them. Unless we agree otherwise in writing this will be for your own personal and/or organisational use, as applicable – you cannot reproduce it. (5) We both agree to keep any confidential information obtained from each other or about each other during the provision of the Services and, other than to provide the Services, will not disclose it to any third party, unless we both agree or as required by law or Court Order. (6) As relevant we both agree that all data with be handled and used in accordance with the current data protection legislation in England and Wales. 3 WEBSITE ORDERING For information about ordering from our website, please refer to our Website Ordering Policy. 4 ABOUT YOUR PURCHASE (1)(a) Details of the Services, Products and/or Digital Content which we agree to supply are contained in your Order Confirmation or the relevant Proposal. We can supply agreed extras (such as additional services) for additional costs which we agree in advance. (b) We provide the details we are required to by law about what we sell, including, where relevant, the “main characteristics” of Services and Products. (c) Images relating to Digital Content, Services and Products offered for sale as displayed on the website may be affected by the equipment used to view them. Please be aware that what you see (particularly in so far as colours and shapes of Products are concerned) depends on your display and settings and we cannot guarantee that this will be accurate. If you have any queries, please email us before placing your order. (2) If you have any queries about anything we sell, please email us before placing your order. (3) Whilst most Services are supplied from our own premises we may agree to provide Services at any agreed venue or venues to suit you, specified within the Proposal or in your Order Confirmation. If you wish to cancel or make any changes to any venue, then you will be responsible for all of the costs associated with such cancellation and/or change. 5 PRICE AND PAYMENT (1)(a) The price for the relevant Services, Products and/or Digital Content include any relevant VAT and are as shown on the website, your Order Confirmation or on the relevant Proposal. You will receive an invoice for any subsequent agreed extras. (2) Unless specified otherwise on the website (for purchases made via our website), your Order Confirmation, Proposal or Invoice, payment (a) Of any deposits paid are non-refundable (b) Is due in advance before any Services, Products and/or Digital Content are supplied (c) Is due within 7 days of the date of our invoice (d) Must be made in GBP by bank transfer using the details provided on the relevant invoice or, for website purchases, using the accepted payment methods are shown on the website. (3) Where payment or any part payment (such as one instalment of monthly instalments) due to us is overdue (such as if there are problems with the payment method or payment does not clear or is not made on time), then we reserve the right to (a) Immediately cease or suspend the provision of any Services, Products and/or Digital Content until we receive full cleared payment. No rights will pass to you until such time as we have received full cleared payment for all sums outstanding to us. (b) Charge interest at the rate of 15% per annum from the date of invoice to the actual date of cleared payment of the outstanding amount, together with any statutory late payment penalty available. We may also recover reasonable costs including, but not limited to, legal costs and expenses incurred in obtaining payment. 6 SUPPLY AND DELIVERY For information about how your purchase will be supplied/delivered, please refer to our Supply and Delivery Policy. 7 YOUR OBLIGATIONS (1) You agree to co-operate with us and to provide anything we need to supply you with your purchase from us within 7 days of our request to you. It is your responsibility to retain, as applicable, up to date copies and/or back-ups of anything which you provide to us. (2)(a)(i) You understand that you are responsible for anything you provide to us (including any data, documentation and information) and agree that you are able to provide this to us and it will be complete, true, accurate and valid, will not breach any rights of any third party, whatsoever in nature (including, but not limited to, copyright or other intellectual property rights) and is not contrary to any law and you will neither omit nor withhold any data, information or documentation required nor change any data, information or documentation that would cause it to be, or appear to be, false or inaccurate and will ensure it is virus-free. (ii) It is particularly important, and your sole responsibility, to ensure that any products we may supply are suitable for you. If you have any concerns at all or are unsure as to whether a product is suitable we always advise that you seek the help of a qualified medical professional before testing/use. (b) You agree to grant us a non-exclusive, worldwide and royalty-free sub-licensable licence for the whole of any agreement between us, if applicable, to access, edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, copy, create derivative works from, distribute, perform, display and otherwise use anything which you provide to us as necessary solely for the purposes of operating and providing our Services to you. (3) You agree to use anything we supply to you responsibly, for the purposes for which it was supplied and comply with all applicable legislation and act in accordance with our Agreement with you. 8 OUR OBLIGATIONS (1) Services are performed to the best of our ability, with reasonable skill and care and to a reasonable standard in accordance with relevant recognised standards and codes of practice. (2) Unless specifically agreed otherwise in writing, time is not of the essence and timelines and limits provided are estimates only. (3) We reserve the right to (a) Suspend our Services for repair, maintenance or improvement but restore them as soon as we deem reasonably practicable (b) Use the services of any other persons and/or organisations with suitable skills and experience and use alternative venues as may be necessary. (4) We make no warranty and cannot guarantee that the Services, Digital Content and/or emails will be uninterrupted, secure, free from any errors, virus and/or other code that has contaminating or destructive properties or that any data generated, stored, transmitted or used via or in connection with anything which we provide will be complete, accurate, secure, up to date, received or delivered correctly or at all. (5) Any data, information or documentation we have agreed to provide will be in the format that we, in our sole and absolute discretion, deem appropriate. (6) We reserve the right to include a reference to having provided Services to you (but not the exact nature of those Services) as part of any promotion and marketing of our business. 9 FAULTY PRODUCTS If you receive a faulty or damaged product, or have problems with Digital Content please refer to our Faulty Products Policy. 10 CONSUMER CANCELLATION RIGHTS If you are a consumer and want to exercise your consumer cancellation rights, please refer to our Consumer Cancellations Policy. 12 CLIENT SUPPORT – COMPLAINTS, HELP AND QUERIES If you have any queries or complaints, please refer to our Client Support Policy. 13 OUR LIABILITY AND LIMITATION AND YOUR INDEMNITY (1) Nothing in our Agreement with you excludes or limits our liability for death or personal injury resulting from our negligence or that of our employees or agents. (2) We will never be liable for any indirect, incidental or consequential loss or damage, including any economic loss or loss of profit or business whatsoever suffered by you or any third party howsoever caused, including as a result of any negligence, breach of contract, misrepresentation or otherwise. (3) Your remedies are limited to damages which will not exceed the greater of £20 or the price of the Services, Products and/or Digital Content you purchased and which are the subject of your complaint. (4) You undertake to indemnify and keep us fully indemnified at all times from and against any actions, proceedings, claims, demands, costs (to include, without prejudicing the generality of this clause, legal costs), awards or damages howsoever arising directly or indirectly as a result of any breach or non-performance by you of any of your obligations, undertakings or warranties as set out within our Terms and Conditions, policies, Order Confirmation and/or Proposal or as otherwise agreed with you. 14 CONTACTING US (1)(a) If you need to write to us or provide us with any formal notice then you can use the email and postal addresses provided – in your Order Confirmation, for website orders or – on your Proposal, for any other orders (b) As applicable, we will write to you using the email and/or postal addresses you provided when placing an order on the website or on the Proposal (c) Written communication, including formal notices, will be deemed to be received when (i) sent by email – on the working day on which they were sent provided the sender has a valid successful delivery receipt OR (b) sent by post by any tracked service, on the date that the relevant postal service obtains a record of receipt from or on behalf of the addressee (2) Any requests for help, queries or complaints will be dealt with in accordance with our Client Support Policy. 15 SIGNING (a) Any agreement between us can be executed in any number of counterparts, and on separate counterparts, each of which shall be deemed an original, but the agreement shall not be effective until each of us, the parties, have executed at least one counterpart. (b) The counterparts of our agreement, any Proposal and all and any Ancillary Documents may be executed by electronic signature and delivery by electronic means by one party to the other and the receiving party may rely on the receipt of such document so executed and delivered as if the original had been received. 16 GENERALLY (1) Assignment – You specifically agree that you cannot transfer, sell or share any rights in any way and nobody else can benefit but you without our express written consent. (2) Third party rights – Nothing in our Agreement is intended to give any benefit to any third party (whether referred to herein by name, class, description or otherwise) or any right to enforce any Agreement with us. (3) You agree that nothing in our Agreement will be deemed to create any partnership, joint venture or agency relationship between us. (4) Force Majeure – We will not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control including, but not limited to, acts of God, accidents, war, fire, strikes, lock outs, failure of any communications including telecommunications or computer system, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply and we are entitled to a reasonable extension of our obligations. (5) Waiver – Nothing in our Agreement and no express or implied waiver by us in enforcing any of our rights shall prejudice our rights to do so in the future. (6) Invalidity – Each clause or any part at all of our Agreement is to be regarded as independent of the others. This means that should any clause or any part at all of our Agreement be found to be unenforceable or invalid, it will be severed and will not affect the enforceability or validity of the rest of our Agreement. (7) Governing Law and Jurisdiction – Our Terms and Conditions and policies, together with our Agreement with you, shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts. However, it is agreed between the parties that any disputes will be settled by either commercial mediation or Arbitration only.