Terms and Conditions
12.1.1 co-operate with the Company in all matters relating to the Services;
12.1.2 provide the Company, its employees, agents, consultants and sub-contractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
12.1.3 provide the Company with such information and materials as the Company may reasonably require to supplythe Services, and ensure that such information is accurate in all material respects;
12.1.4 prepare the Customer's premises for the supply of the Services;
12.1.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
12.1.6 keep and maintain all materials, equipment, documents and other property of the Company (CompanyMaterials) at the Customer's premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company's written instructions or authorisation.
12.2 If the Company's performance of any of its obligations in respect of the Services is prevented or delayed by anyact or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
12.2.1 the Company shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Company's performance of any of its obligations;
12.2.2 the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directlyor indirectly from the Company's failure or delay to perform any of its obligations as set out in this clause
12.2.3 the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurredby the Company arising directly or indirectly from the Customer Default.
13.1 The price of any Products or Services shall be the price listed on our website. The price is exclusive of all delivery costs which are payable by the Customer in addition to the Price.
13.2 In the event that a Product is listed at an incorrect price due to a typographical error or error in pricing information, we shall have the right to refuse or cancel any orders based on the incorrect price whether or not the order has been confirmed.
13.3 In respect of Products, the price shall be payable by the Customer on or after the Company accepts the Customer's order. Where the order is placed on our website, the Customer shall pay the price at the time of placing the order. In respect of Services, the Company shall invoice the Customer on or at any time after delivery of the Services.
13.4 The Customer shall pay each invoice submitted by the Company:
13.4.1 within 30 days of the date of the invoice unless otherwise agreed; and
13.4.2 in full and in cleared funds to a bank account nominated by the Company and
13.4.3 payment of the invoice is full acceptance of our terms and conditions as specified herein.
13.5 Payment may be made by certain credit or debit cards. All on line orders made by credit card are processedthrough a secure website. Payments by cheque or cash in UK pounds are also acceptable however shipment of Products will not be made until any cheque has been cleared through our bank account. Any cash sent to us is sent entirely at the customers own risk. Proof of posting cash is not accepted as proof of delivery of cash. Other payment methods may be accepted at our sole discretion. Course certification will not be issued until receipt of payment in full. Finance package may be arranged if required.
13.6 We reserve the right to charge interest on any unpaid invoice (whether fully or partly unpaid) at the rate of 4% per month (or part thereof) per annum above the then current Bank of England's base rate accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
13.7 Time for payment shall be of the essence.
13.8 VAT is payable on all applicable transactions at the current UK rate for all customers in the UK or European Union. Customers with delivery addresses outside the European Union are not liable for VAT. Customers outside the UK are fully liable for any import duty or taxes or additional charges made by customs or other authorities. The Company accepts no liability for the payment of any import, export or similar duty or tax imposed due to shipping of Products outside the United Kingdom.
13.9 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
14. Intelectual Property Rights
14.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company.
14.2 All Training Materials are the exclusive property of the Company
15.1 Except in respect of death, or personal injury resulting from our negligence, our cumulative liability for any loss ordamage shall be limited to the cost of any Products supplied by us save where otherwise required in accordance with this Agreement.
15.2 Except in respect of death or personal injury resulting from our negligence, We shall not be liable, in Contract, tort (including negligence), or otherwise for:
15.2.1 any loss of profit, business, contracts, revenues, or anticipated savings; or
15.2.2 any special, indirect, or consequential damages of any nature whatsoever, resulting from any act or omissionon our part or any other person authorised by us.
15.3 Nothing in this agreement excludes or limits our liability for:
15.3.1 death or personal injury caused by our negligence;
15.3.2 fraud or fraudulent misrepresentation;
15.3.3 any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply ofGoods and Services Act 1982;
15.3.4 defective products under the Consumer Protection Act 1987; or
15.3.5 any deliberate breaches of these terms and conditions that would entitle you to terminate the Contract; or
15.3.6 any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
15.4 For the avoidance of doubt, any resuscitation (successful or otherwise) carried out by the Customer or any other user or third party, whether or not a Defibrillator Product supplied by us is used, or following our provision
of the Services is carried out entirely at your own risk. We accept no liability for any special, direct, indirect, or consequential damages of any nature whatsoever resulting from any actual or attempted resuscitation except in
respect of death, or personal injury resulting from our negligence.
15.5 It is the Customer's responsibility to ensure that the equipment is used and operated only as specified in the Manufacturer's users manuals, guides and training video supplied with the equipment. It is the customers and users responsibility to be aware of all possible consequences of actual or attempted resuscitation.
16.1 It is the customers' responsibility to ensure that the customer and any other potential users of the Product are adequately and appropriately trained and that this training is kept up-to-date with appropriate regular retraining.
16.2 We advise everyone who has access to, or who may be a user of, a Defibrillator Product to attend a comprehensive training course (from a reputable training organisation) that adheres to the training guidelines as laid down by the UK Resuscitation Council for potential uses of Automatic External Defibrillators (AEDs).
16.3 The customer undertakes and agrees that:
16.3.1 You and other potential users of the Products are already adequately trained in the use of a DefibrillatorAND/OR that you will obtain appropriate training for yourself and other potential users; and
16.3.2 The Company shall not be liable for any special, direct, indirect, or consequential damages of any naturewhatsoever resulting from: a) any training provided to the customer by any third party or: b) any training provided by the customer themselves.
16.4 It is the customers' responsibility to ensure that the customer and any other potential users of any defibrillator have read and understood the users guides and manuals supplied with the Defibrillator and have also watched the training video supplied. It is the customer's responsibility to ensure that the equipment is used and operated only as specified in the user's manuals and guides supplied with the equipment It is the customers and users responsibility to be aware of all possible consequences of actual or attempted resuscitation.
17.1 Force majeure:
17.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
17.1.2 The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.
17.1.3 If the Force Majeure Event prevents the Company from providing any of the Services and/or Products for more than 26 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
17.2 No Waiver
17.2.1 Our failure to insist upon strict performance of any provision of these terms and conditions shall not be deemed to be a waiver of our rights or remedies in respect of any present or future default of the Customer in performance or compliance with any of these terms and conditions.
17.3.1 In the event that any or any part of these Terms and Conditions shall be determined invalid, unlawful orunenforceable to any extent such term, condition or provision shall be severed from the remaining Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.
17.4 No partnership
17.4.1 Nothing in the terms and conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
17.5 Our right to vary these terms and conditions
17.5.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
17.6 Third party rights
17.6.1 A person who is not party to these terms and conditions or a Contract shall not have any rights under or inconnection with them under the Contracts (Rights of Third Parties) Act 1999.
17.7 Call Recording
17.7.1 Calls in and out of our Company maybe recorded for quality and training purposes
17.8 Law and Jurisdiction
17.8.1 Governing law and jurisdiction: the terms and conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-Contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.