ThinkBuzan Limited - Terms & Conditions
1. INTRODUCTION
The software and services provided by ThinkBuzan 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 ThinkBuzan 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 ThinkBuzan Limited is correct and you agree to notify ThinkBuzan Limited of any changes in the name, address and/or payment details. You agree that ThinkBuzan Limited may disclose your name and address where there is any complaint or about the software or services advertised by ThinkBuzan Limited. You warrant that you possess the legal right and ability to enter into this Agreement and to use ThinkBuzan 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 ThinkBuzan 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
ThinkBuzan Limited may terminate its services to you at any time, upon thirty (30) days' notice. Where ThinkBuzan 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. ThinkBuzan 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 ThinkBuzan Limited deem such action necessary where legal proceedings are threatened or issued. ThinkBuzan 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 ThinkBuzan 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 ThinkBuzan 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 ThinkBuzan Limited will meet your requirements or that its operation will be uninterrupted or error free. ThinkBuzan 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
ThinkBuzan Limited warrants that its software and services will be provided using reasonable care and skill on a non-exclusive basis. Where ThinkBuzan Limited supplies any goods supplied by a third party, ThinkBuzan 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 ThinkBuzan Limited. Except in respect of death or personal injury caused by ThinkBuzan Limited's negligence, ThinkBuzan 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 ThinkBuzan 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 ThinkBuzan Limited. ThinkBuzan 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 ThinkBuzan 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. ThinkBuzan 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 ThinkBuzan Limited are deemed liable to you for breach of this Agreement, you agree that ThinkBuzan 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 ThinkBuzan Limited from any and all obligations, liabilities and claims in excess of this limitation.
9. INDEMNIFICATION
You agree to indemnify ThinkBuzan Limited from and against any and all liabilities, expenses (including legal fees) and damages arising out of claims based upon your use of ThinkBuzan 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. ThinkBuzan Limited will notify you promptly of any claim for which ThinkBuzan Limited seeks indemnification at the currently supplied address. ThinkBuzan 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 ThinkBuzan Limited's interests, as reasonably determined by ThinkBuzan 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 ThinkBuzan 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 ThinkBuzan Limited. ThinkBuzan 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 ThinkBuzan Limited as a result of your use of these services. You agree not to hold yourself out as a representative, agent or employee of ThinkBuzan Limited. You agree that ThinkBuzan Limited will not be liable by reason of any representation, act or omission to act by you. ThinkBuzan 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 ThinkBuzan Limited's right to comply with law enforcement requests or requirements relating to your use of ThinkBuzan Limited or information provided to or gathered by ThinkBuzan 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 ThinkBuzan Limited and you with respect to your use of services, software and/or goods provided by ThinkBuzan Limited, and it supersedes all prior or contemporaneous communications and proposals, whether oral or written, between ThinkBuzan 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 ThinkBuzan Limited by conventional mail unless you are otherwise notified shall be:
ThinkBuzan Limited
Regus House
Falcon Drive
Cardiff
CF10 4RU
The telephone number shall be +44 (0) 20 71 177 173
The facsimile number shall be +44 (0) 20 71 174 887