Terms of Sale
Last Updated 10th December 2021
BACKGROUND:
These Terms of Sale set out the terms under which Paid Content is sold by Us through this website, https://www.procurementcentral.co.uk (“Our Site”). Please read these Terms of Sale carefully and ensure that you understand them before purchasing Digital Content. You will be required to read and accept these Terms of Sale when purchasing. If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to purchase and access Paid Content through Our Site. These Terms of Sale, as well as any and all Contracts are in the English language only.
Terms and information that are specific to accessing Paid Content from Our Site using the platform Moodle are set out in the attachment below for ease of reference by they will have the same effect as if set out in these Terms of Sale.
1. Definitions and Interpretation
1.1 In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:
“Contract” | means a contract for the purchase and access to Paid Content, as explained in Clause 6; |
“Data Protection Legislation” | means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended; |
“Paid Content” | means the digital content namely instruction and training sold by Us through Our Site which includes, but is not limited to, pre-recorded videos, animated slides, video content, pdfs and info-graphics; |
“Purchase Confirmation” | means Our acceptance and confirmation of your purchase; |
“Trainer” | means the trainer, instructor, teacher, coach, mentor, counsellor or other individual who may appear in the Paid Content; |
“We/Us/Our” | means Procurement Central Limited t/a ProCen a company registered in England under company number 07164671 whose registered address is c/o Bubb Sherwin Partnership Ltd, 100 High Street, Whitstable, Kent, CT5 1AZ. |
“Purchase ID” | means the reference number for your purchase; and |
2. Information About Us
2.1 Our Site, https://www.procurementcentral.co.uk, is owned and operated by Procurement Central Limited t/a ProCen a limited company registered in England under company number 07164671, whose registered office address is c/o Bubb Sherwin Partnership Ltd, 100 High Street, Whitstable, Kent, CT5 1AZ. Our VAT number is 117973587.
3. Access to and Use of Our Site
3.1 Access to Our Site is free of charge.
3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.
3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
3.4 Use of Our Site is subject to our Website Terms of Use INSERT LINK. Please ensure that you have read them carefully and that you understand them.
4. Business Customers and Consumers
4.1 These Terms of Sale apply to business and consumer customers.
4.2 If You are a business customer, there Terms of Sale constitute the entire agreement between Us and You with respect of your purchase. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
5. Paid Content, Pricing and Availability
5.1 We may from time to time change Our prices. Changes in price will not affect any purchases you already made but will apply to any subsequent purchases.
5.2 Minor changes may, from time to time, be made to certain Paid Content, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Paid Content and should not normally affect your use of that Paid Content. However, if any change is made that would affect your use of the Paid Content, suitable information will be provided to you.
5.3 Where any updates are made to Paid Content, that Paid Content will continue to match Our description of it as provided to you before you made you purchase. Please note that this does not prevent Us from enhancing the Paid Content, thereby going beyond the original description.
5.4 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. Changes in price will not affect any order that you have already placed (please note sub-Clause 5.7 regarding VAT, however).
5.5 All prices are checked by Us before We accept your order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake. If the correct price is lower than that shown when you made your order, We will simply charge you the lower amount and continue processing your order. If the correct price is higher, We will give you the option to purchase at the correct price or to cancel your order (or the affected part of it). We will not proceed with processing your order in this case until you respond. If We do not receive a response from you within 7 days, We will treat your order as cancelled and notify you of this in writing.
5.6 If We discover an error in the price or purchase after your order is processed, We will inform you immediately and make all reasonable efforts to correct the error. You may, however, have the right to cancel the Contract if this happens. If We inform you of such an error and you do wish to cancel the Contract, please refer to sub-Clause 11.3.
5.7 Prices on Our Site are shown exclusive of VAT. If the VAT rate changes between your order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
6. Orders – How Contracts Are Formed
6.1 Our Site will guide you through the process of making a purchase. Before completing your purchase, you will be given the opportunity to review your order and amend it. Please ensure that you have checked your order carefully before submitting it.
6.2 If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your order due to incorrect or incomplete information, We will contact you to ask to correct it. If you do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel your order and treat the Contract as being at an end. We will not be responsible for any delay in the availability of Paid Content that results from you providing incorrect or incomplete information.
6.3 No part of Our Site constitutes a contractual offer capable of acceptance. Your order to make a purchase constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending you a Purchase Confirmation by email. Only once We have sent you a Purchase Confirmation will there be a legally binding Contract between Us and you.
6.4 Purchase Confirmation shall contain the following information:
6.4.1 Your Purchase Confirmation ID;
6.4.2 Confirmation of your purchase including full details of the main characteristics of the Paid Content available;
6.4.3 Fully itemised pricing for your purchase including, where appropriate, taxes, and other additional charges;
6.4.4 The duration of which the Paid Content will be made available to you.
6.5 In the unlikely event that We do not accept or cannot fulfil your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to you.
6.6 Any refunds due under this Clause 6 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs. Any refunds due will be made using the same payment method that you used when making your purchase.
7. Payment
7.1 Payment for Paid Content must always be made in advance. Your chosen payment method will be charged when we process your order and send you a Purchase Confirmation.
7.2 We accept the following methods of payment on Our Site:
7.2.1 Stripe; and
7.2.2 Paypal
7.3 If you believe that We have charged you an incorrect amount, please contact using the contact details at sub-Clause 14.1.
8. Provision of Paid Content
8.1 Paid Content appropriate to your purchase will be available to you immediately when We send you a Purchase Confirmation and will continue to be available to you for a period of 365 days, or until the Contract is otherwise ended.
8.2 In some limited circumstances, We may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:
8.2.1 To fix technical problems or to make necessary minor technical changes, as described above in sub-Clause 5.2;
8.2.2 To update the Paid Content to comply with relevant changes in the law or other regulatory requirements, as described above in sub-Clause 5.2; or
8.2.3 To make more significant changes to the Paid Content, as described above in sub-Clause 5.3.
8.3 If We need to suspend availability of the Paid Content for any of the reasons set out in sub-Clause 8.2, We will inform you in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Paid Content, in which case We will inform you as soon as reasonably possible after suspension). If the suspension lasts (or We tell you that it is going to last) for more than 30 days, you may end the Contract as described below in sub-clause 11.2.
9. Licence
9.1 When you make a purchase to access Paid Content, We will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the relevant Paid Content for commercial purposes. The licence granted to you does not give you any rights in Our Paid Content (including any material that We may licence from third parties).
9.2 The licence granted to you under sub-Clause 9.1 is subject to the following usage restrictions and/or permissions:
9.2.1 You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’).
10. Ending the Contract
10.1 You may end the Contract at any time. However we cannot offer any refunds and you will continue to have access to the Paid Content for the remainder of the term detailed in sub-Clause 8.1 above thereafter the Contract will end.
10.2 If you are a consumer you will be entitled to a 14-day cancellation or “cooling off” period upon entering into this contract with Us. This period will end 14 days after you enter into the contract with Us or upon You accessing and utilising the Paid Content whether that is either viewing the same or downloading any content.
11. Ending the Contract Because of Something We Have Done (or Will Do)
11.1 If We have suspended availability of the Paid Content for more than 30 days, or We have informed you that We are going to suspend availability for more than 30 days, you may end the Contract immediately, as described in sub-Clause 8.3. If you end the Contract for this reason, We will issue you with a pro-rata refund.
11.2 If We inform you of an error in the price or description of the Paid Content and you wish to end the Contract as a result, you may end it immediately.
11.3 You also have a legal right to end the Contract at any time if We are in breach of it. You may also be entitled to a full or partial refund and compensation.
11.4 If you wish to exercise your right to cancel under this Clause 11, you may inform Us of your cancellation using the contact details provided at sub-Clause 14.1. In each case, providing Us with your name, address, email, telephone number and Purchase Confirmation ID.
11.5 Refunds under this Clause 11 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel. Refunds under this Clause 11 will be made using the same payment method that you used when making your purchase.
12. Our Liability
12.1 If you are a consumer, We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms of Sale (contact) or as a result of Our negligence. Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by You and Us when the contract is created. We will not be responsible for loss or damage that is not foreseeable.
12.2 If you are a business, subject to sub-Clause 12.4, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.
12.3 If you are a business, subject to sub-Clause 12.4, Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be 100% of the total sums paid by you under the contract in question.
12.4 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.
13. Events Outside of Our Control (Force Majeure)
13.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
13.2 If any event described under this Clause 13 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:
13.2.1 We will inform you as soon as is reasonably possible;
13.2.2 We will take all reasonable steps to minimise the delay;
13.2.3 To the extent that We cannot minimise the delay, Our affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;
13.2.4 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Paid Content as necessary;
13.2.5 If the event outside of Our control continues for more 90 days We will cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event within 14 days of the date on which the Contract is cancelled and will be made using the same payment method that you used when making your purchase.
13.2.6 If an event outside of Our control occurs and continues for more than 90 days and you wish to cancel the Contract as a result, you may do so by contacting Us using the contact details found at sub-Clause 14.1.
In each case, providing Us with your name, address, email address, telephone number, and Order Number. Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible and in any event within 14 days of the date on which the Contract is cancelled and will be made using the same payment method that you used when making your purchase.
14. Communication and Contact Details
14.1 If you wish to contact Us with any questions, complaints or feedback you may contact Us by telephone at 01227 276073, by email at office@procurementcentral.net or by post c/o Bubb Sherwin Partnership Ltd, 100 High Street, Whitstable, Kent, CT5 1AZ.
15. How We Use Your Personal Information (Data Protection)
15.1 All personal data that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.
15.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our combined Privacy & Cookies Policy INSERT LINK
16. Consumers Legal Rights
16.1 We will provide Our service to you with reasonable care and skill, consistent with best practices and standards in Our market, and in accordance with any and all information provided by Us about our services and about Us. We always use reasonable endeavours to ensure that Our services are trouble-free. If, however, there is a problem with any of Our services, please contact Us as soon as reasonably possible via email. We will use reasonable endeavours to remedy problems as quickly as is reasonably possible and practical.
16.2 If you are a consumer, you have certain legal rights if you purchases services and problems arise. For full details of your legal rights and guidance on exercising them, it is recommended that you contact your local Citizens Advice Bureau or Trading Standards Office.
17. Other Important Terms
17.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.
17.2 You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.
17.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.
17.4 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.
17.5 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.
17.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to your purchase, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them.
18. Law and Jurisdiction
18.1 These Terms of Sale, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
18.2 If you are a consumer, any disputes concerning these Terms of Sale, the relationship between You and Us, or any matters arising therefore or associated therewith (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland or Northern Ireland, as determined by your residency.
18.3 If you are a business, any disputes concerning these Terms of Sale, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Attachment
1. Our Services, via means of Paid Content, are available online. We use technology which allows Us to provide the Services provided that you have the appropriate technology (see below) to access the Paid Content. For this purpose, We use the platform Moodle.
Where We make the Paid Content available to You by means of Moodle, it will be on the following basis:
2. We will subscribe to Moodle and will pay the necessary fees to Moodle to maintain the availability of the Paid Content to You. It will enable Us to provide the Services to You over the internet via the Moodle facility.
To receive the Services You may be required to download the Moodle platform but you will not need to pay any separate fee or charge for the use of the Moodle platform.
We do not provide any PC, laptop, tablet, mobile phone or other hardware (“Device”) or any other App or other software for us on or with any Devices, nor any internet connection or service or other equipment or facilities necessary to enable You to use the Moodle platform.
We do not supply or make available the Moodle platform that You use to access any Paid Content. We do not act as agent or otherwise on behalf of the Moodle platform. We are not a party to any download and use of that platform. We will have no responsibility or liability to You in any respect in relation to the Moodle platform or any other third party platform provider. It will be subject to and governed by such terms and conditions and privacy policy of the Moodle platform or other third party provider of the platform to You imposes on such download and use.
3. The technology and other items that You will be responsible for providing
It will be Your sole responsibility to ensure that You have access to, and familiarity with all necessary technology so that You can receive and participate in the Services via the Moodle platform.
You will need to ensure that You have access to and use the following non-exhaustive list of facilities for this purpose:
a. An appropriate functioning Device which is adequately charged;
b. Stable, reliable, internet access with adequate speed;
c. A location at Your premises (or other premises that You use) with a suitable environment in which to watch, listen, speak where appropriate, make notes, and otherwise to participate as necessary, without the presence of any other non-participating person to distract You or the Trainer except for any person(s) present at Your request and by arrangement with the Trainer;
d. Where the Device on its own does not provide an adequate microphone and/or loudspeakers for the purpose of the Services, external microphone and/or speakers as reasonably necessary; and
4. Scope of what We make available to access
We do not, and cannot, assist You to obtain, set up, maintain, or operate any technology. If You need any assistance or advice about technology, You should seek it from an appropriate third party. We do not, and cannot, give You any advice about what technology is needed or how to use it.
We do not claim to have any expertise or skill in relation to any technology that You need or use for the purpose of receiving the Services. However, We may, if You request it, either before or during any session of the Services, and without charge, offer suggestions in good faith to resolve any problem with that technology that You report, but it will not be in the nature of advice to You. We do not therefore take on any responsibility or accept any liability to You if any such suggestion does not help You to resolve any problem or if by following any such suggestion You experience any other problem, loss or damage to Your Device, Your digital content or any other technology or other thing.
Without in any way limiting anything in Clause 12 of the Terms of Sale, for the purposes of Clause 12, causes beyond Our reasonable control may include any of the following:
a. Where You are unable to resolve any technology problem (whether or not You have asked Us for or We have offered any suggestions as to how to resolve the problem); or
b. Any slow speed, instability, temporary or other breakdown, unavailability or inadequacy of, or defect in, Your internet service or any other equipment or service (e.g. telecommunications, computing, audio or visual) that You use or rely on; or
c. Failure of or a defect in the Moodle platform or any other platform used by Us or You to make the Services available to You; or
d. Lack of an appropriate functioning Device or any failure of or defect in a Device; or
e. Your inability to access the Services due to failure of or defects in Our Site etc.
5. Account setup needed
In order to make a purchase and enable You to receive any Services, You will first need to setup and then maintain an Account with Us. Our Site explains how to set up an Account.
We only offer Paid Content for use to businesses. During the process of setting up an Account, You will be required to choose a password and user name. We recommend that You choose a strong password for Your Account.
You may be asked for additional information regarding Your Account, such as Your email address.
6. Your responsibility for Your Account and its security
You must not share Your Account or Your Account details with anyone except You or a member of Your staff who has Your permission to do so and to receive and use those details on Your behalf. If You believe that Your Account is being used by anyone else, please contact Us immediately. We will not be liable for any unauthorised use of Your Account.
You are fully responsible for maintaining the confidentiality of Your password and account information and for all activities that occur under Your password or Account. You must ensure that You log out from Your Account at the end of each session accessed by You. You must immediately notify Us of any unauthorised use of Your password or Account or any other breach of security relating to Your Account.
You must never use anyone else’s Account without prior authorisation from Us for the specific occasion in question.
When creating an Account, the information You provide must be accurate and complete. If any of Your information changes at a later date, it is Your responsibility to ensure that Your Account is kept up-to-date.
Your Account will remain active for the duration of the Paid Content detailed in 8.1. If You wish to close and delete Your Account prior to this period you may request the same by using the contact details given at sub-Clause 14.1.
7. Nature and result of a session of training provide to You or Your staff
We will use Our reasonable endeavours to provide You with the necessary Paid Content using reasonable care and skill. However, the nature of an online training is such that there may be intrinsic limitations due to the online nature of it. Consequently, although dependent on various factors, the effectiveness or result of any one or more sessions will differ in each case.
We make no warranty or representation that, and give no undertaking that any, or any particular, result will be brought about as a result of You or Your staff taking part in any training session(s) or receiving or using any other Paid Content.
