Buzan Online Limited - Terms & Conditions
1. INTRODUCTION
The software and services provided by Buzan Online Limited are at all times
subject to these terms and conditions in conjunction with the End User License
Agreement supplied with any software purchased. By using our software or
services, you confirm your acceptance of, and agree to be bound by, these term
and conditions. These terms and conditions together with the End User License
Agreement included with your software (provided either electronically or on
paper) shall constitute the agreement between you and Buzan Online Limited
("this Agreement").
2. AGREEMENT TO TERMS AND CONDITIONS
This Agreement takes effect on the date on which you order our software or
services.
3. INFORMATION PROVIDED BY YOU
You warrant that the name, address and payment information that you provided
when you placed your order with Buzan Online Limited is correct and you agree
to notify Buzan Online Limited of any changes in the name, address and/or
payment details. You agree that Buzan Online Limited may disclose your name and
address where there is any complaint or about the software or services
advertised by Buzan Online Limited. You warrant that you possess the legal
right and ability to enter into this Agreement and to use Buzan Online Limited
software or services in accordance with this Agreement.
4. USAGE
You warrant the accuracy, truthfulness and reliability of any information
(including, where applicable, statements of opinion or advice) which you
supply. You warrant that you are authorised to promote and/or provide any
information which you promote and/or provide. You agree to keep secure
confidential information relating to your account and services provided to you
by Buzan Online Limited. You are entirely responsible for any civil or criminal
liability that is incurred as a result of your use of our software or services.
You accept that you will agree to any End User License Agreement supplied with
the software.
5. TERMINATION
Buzan Online Limited may terminate its services to you at any time, upon thirty
(30) days' notice. Where Buzan Online Limited terminates the agreement in
reliance upon your breach of Agreement, or you terminate the agreement, you
will not be entitled to any refund of any unused part of your payment for
software or services. Buzan Online Limited expressly reserves the right to
terminate or suspend its services offered under this agreement, without prior
notice should you fail to comply with clause 4 of these Terms and Conditions or
should Buzan Online Limited deem such action necessary where legal proceedings
are threatened or issued. Buzan Online Limited will confirm such termination or
suspension by subsequent notice. You will not be entitled to any compensation
whatsoever in the circumstances of termination and Buzan Online Limited shall
not be liable for any consequential loss whatsoever in relation to termination
of your account in any circumstances.
6. CHARGES
You agree to pay all charges for your use of our software or services at the
prices in effect at the beginning of this agreement and without any set-off or
other deduction. You agree to pay all charges according to the timescales
detailed on any supplied advanced payment forms or invoices. Prices are subject
to change at any time by giving you a minimum of one month prior notice. You
shall pay for ‘perpetual’ or ‘annual’ licenses at the time of order. Where
payment is not made within thirty (30) days of due payment, your account may be
suspended or terminated at our discretion. If payment is not made on the due
date Buzan Online Limited shall be entitled, without limiting any other rights
it may have, to charge interest on the outstanding amount (both before and
after any judgement) at the rate of 4% above the base rate from time to time of
Lloyds Bank plc from the due date until the outstanding amount is paid in full.
7. DISCLAIMER
It is not warranted that any software supplied by Buzan Online Limited will meet
your requirements or that its operation will be uninterrupted or error free.
Buzan Online Limited exclude and expressly disclaim all express and implied
warranties or conditions not stated in this Agreement (including without
limitation, loss of profits, loss or corruption of data, business interruption
or loss of contracts), so far as such exclusion or disclaimer is permitted
under the applicable law. This Agreement does not affect your statutory rights.
8. WARRANTIES AND LIMITATION OF LIABILITY
Buzan Online Limited warrants that its software and services will be provided
using reasonable care and skill on a non-exclusive basis. Where Buzan Online
Limited supplies any goods supplied by a third party, Buzan Online Limited does
not give any warranty, guarantee or other term as to their quality, fitness for
purpose or otherwise, but shall, where possible, assign the benefit of any
warranty, guarantee or indemnity given by the person supplying the goods to
Buzan Online Limited. Except in respect of death or personal injury caused by
Buzan Online Limited's negligence, Buzan Online Limited shall not be liable to
you by reason of any representation (unless fraudulent), or any implied
warranty, condition or other term, or any duty at common law, for any loss of
profit or any indirect, special or consequential loss, damage, costs, expenses
or other claims (whether caused by Buzan Online Limited's negligence or the
negligence of its servants or agents or otherwise) which arise out of or in
connection with the provision of any goods or services by Buzan Online Limited.
Buzan Online Limited shall not be liable or deemed to be in breach of contract
by reason of any delay in performing, or failure to perform, any of its
obligations if the delay or failure was due to any cause beyond its reasonable
control. Any estimates given by Buzan Online Limited as to the time of
completion of performance of its services (whether completion of the whole or a
part of those services) or delivery of its software shall be estimates only and
time shall not be of the essence. Buzan Online Limited when providing
electronic media shall take reasonable care to avoid introducing computer
viruses to your computer systems and shall not be liable to you by reason of
any virus unknowingly introduced to your system by it for any loss of profit or
any indirect, special or consequential loss, damage, costs, expenses or any
claims which arise out of or in connection with such introduction of a computer
virus. Notwithstanding contrary clauses in this Agreement, in the event that
Buzan Online Limited are deemed liable to you for breach of this Agreement, you
agree that Buzan Online Limited's liability is limited to the amount actually
paid by you for your services or software, which amount calculated in reliance
upon this clause. You hereby release Buzan Online Limited from any and all
obligations, liabilities and claims in excess of this limitation.
9. INDEMNIFICATION
You agree to indemnify Buzan Online Limited from and against any and all
liabilities, expenses (including legal fees) and damages arising out of claims
based upon your use of Buzan Online Limited’s software or services, including
but not limited to any claim of libel, defamation, violation of rights of
privacy or publicity, loss of service, non-supply, fraud, infringement of
intellectual property or other rights or other claims whatsoever. Buzan Online
Limited will notify you promptly of any claim for which Buzan Online Limited
seeks indemnification at the currently supplied address. Buzan Online Limited
will afford you the opportunity to participate in the defence of such claim,
provided that your participation will not be conducted in a manner prejudicial
to Buzan Online Limited's interests, as reasonably determined by Buzan Online
Limited and/or its lawyers.
10. NOTICES AND CONSENTS
Any notice, request or other communication to either party by the other under
this Agreement shall be given by email, fax or conventional mail and shall be
confirmed by conventional mail.
11. ASSIGNMENT OF RIGHTS
You shall not assign this Agreement or any benefits or interests arising under
this Agreement without Buzan Online Limited's prior written permission, such
not to be unreasonably withheld.
12. OWNERSHIP
The ownership of marketing materials, any software or electronic media,
methodologies, strategies, research and designs shall remain with Buzan Online
Limited. Buzan Online Limited reserves the right to use in any way it wishes
any programming tools, skills, content, methodologies, strategies and
techniques acquired or used in performing its duties under this Agreement.
13. GENERAL TERMS AND LAW
This Agreement is governed by the laws of England and Wales. You acknowledge
that no joint venture, partnership, employment, or agency relationship exists
between you and Buzan Online Limited as a result of your use of these services.
You agree not to hold yourself out as a representative, agent or employee of
Buzan Online Limited. You agree that Buzan Online Limited will not be liable by
reason of any representation, act or omission to act by you. Buzan Online
Limited's performance under this Agreement is subject at all times to existing
laws and legal process and nothing contained in this Agreement is in derogation
of Buzan Online Limited's right to comply with law enforcement requests or
requirements relating to your use of Buzan Online Limited or information
provided to or gathered by Buzan Online Limited with respect to such use.
14. SEVERABILITY
If any of the provisions of this Agreement is judged to be illegal or
unenforceable, the remainder shall continuation in full force and the effect of
the remainder of them will be not be deemed to be prejudiced (unless the
substantive purpose of this Agreement is then frustrated, in which case either
party may terminate this Agreement forthwith on written notice).
15. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between Buzan Online Limited and
you with respect to your use of services, software and/or goods provided by
Buzan Online Limited, and it supersedes all prior or contemporaneous
communications and proposals, whether oral or written, between Buzan Online
Limited and you with respect thereto. Each party confirms that it has not
relied on any representation not recorded in this document inducing it to enter
into this Agreement. The address for communication to Buzan Online Limited by
conventional mail unless you are otherwise notified shall be:
Buzan Online Limited
Regus House
Falcon Drive
Cardiff
CF10 4RU
The facsimile number shall be +44 (0) 20 71 174 887