1. Preliminary Matters
Charges - The charges payable for Products to be supplied to Customers at the Company's rates current from time to time as set out in the Company's Tariff of Charges and advertised on the Company's websites.
Company - The Policy Company Limited.
Customer/s - The purchasers of model policies, procedures, guidance notes, training materials and other employment, or business related services provided from time to time by the Company pursuant to these Terms and Conditions.
Licence - The Licence granted to the Customer/s the details of which are set out in paragraph 4 of these Terms and Conditions.
Products - The employment or business related information and materials supplied by the Company and set out in model policies and/or procedure statements, guidance notes, training materials or such other format or description as the Company may from time to time advertise for sale.
Tariff of Charges -
In these Terms and Conditions unless the context requires otherwise:
1.2.1 words and expressions that are defined in the Copyright, Designs and Patents Act 1988 shall bear the same meanings in these Terms and Conditions.
1.2.2 words importing the singular number shall include the plural and vice versa.
1.2.3 words importing any particular gender shall include all other genders.
1.2.4 references to persons shall include bodies of persons whether corporate or incorporate.
1.2.5 words importing the whole shall be treated as including a reference to any part of the whole.
1.3 Any reference in these Terms and Conditions to any statute or statutory provision shall be construed as referring to that statute or statutory provision as it may from time to time be amended, modified, extended, re-enacted or replaced (whether before or after the date of these Terms and Conditions) and including all subordinate legislation from time to time under it.
1.4 The expression "copyright" shall include the entire copyright, design right, rental right, right to authorise or prohibit lending and database right subsisting now or created at any time under the laws of the United Kingdom and all analogous rights subsisting now or created at any time under the laws of each and every other relevant jusrisdiction.
1.5 References in these Terms and Conditions to paragraphs are to paragraphs of these Terms and Conditions except where otherwise expressly stated.
1.6 Headings are used in these Terms and Conditions for the convenience of the parties only and shall not be incorporated into the Terms and Conditions and shall not be deemed to be any indication of the meaning of the paragraphs to which they relate.
2. Supply of Products
2.1. The Company agrees to supply the Products to the Customer and the Customer agrees to purchase the Products upon and subject to these Terms and Conditions.
2.2 Payment of the whole of the Charges must be received prior to acceptance of the Customer's order.
2.3 The Charges are exclusive of any VAT payable, which will also be charged to the Customer.
3.1 The Company will supply the Products by the delivery method confirmed on the website.
4. Use of the Products
4.1 The Company grants to the Customer a non-exclusive, non-transferable licence to use the Products in accordance with these Terms and Conditions.
4.2 The Customer may only use or copy the products for internal information and guidance in relation to the creation and implementation of the Company's own human resources, employment or business related policies ("Authorised Use").
4.3 The Customer shall not disclose, transmit in any form or by any method (including manual, mechanical or electronic), store in a retrieval system, copy for third party use, redistribute or resell the Products and shall not permit any third party to use or benefit by the use of the Products.
4.4 The Customer acknowledges that the way in which it interprets, adapts or uses the Products is dependent upon the exercise of its own skill and judgement.
4.5 The Customer shall ensure that all of its employees are aware of and comply with all of the obligations of the Customer contained in these Terms and Conditions.
4.6 The Customer acknowledges that it is licensed to use the Products in accordance with these Terms and Conditions but not further or otherwise.
4.7 All rights not specifically and expressly granted to the Customer by these Terms and Conditions are reserved to the Company.
5. Intellectual Property Rights
5.1 The Products and all intellectual property rights (including in particular copyright) relating to the Products and their contents are and shall remain the property of the Company and no reproduction of the Products is permitted other than in accordance with these Terms and Conditions.
5.2 The Company is the proprietor of The Policy Company name and get-up throughout the world and the proprietor or exclusive licensee of all trade marks, brand names, product names, titles or copyrights of the Company or of their respective owners. No permission is given by the Company in respect of the use of any of them and such use will constitute an infringement of the rights of the Company and the owner.
5.3 Customers shall treat the Products and the information contained therein as confidential and shall not divulge the whole or any part thereof to any third party except as required by law. Disclosure to its own employees and professional advisors is permitted but only in accordance with an Authorised Use. The Customer shall ensure that its employees comply with the intellectual property, confidentiality and non disclosure obligations contained in these Terms and Conditions.
6.1 No responsibility is assumed by the Company for the information contained in the Products or for any loss which may arise as a result of relying on such information and all liability is disclaimed in respect of such information to the fullest extent allowed by law.
6.2 The Company makes no representations or warranties of any kind with respect to the Products and disclaims all such representations and warranties. In particular the Customer acknowledges to the Company that the Company makes no express or implied warranties as to merchantability or fitness for a particular purpose of the Products or as to their accuracy or completeness.
6.3 The information contained in the Products may contain technical inaccuracies or typographical errors. The Company shall have no liability to the Customer in contract, tort or otherwise for any loss or damage which the Customer suffers (whether direct, consequential or any other form of loss) as a result of any inaccuracy or error in the Products or as a result of any default on the part of the Company. All liability of the Company howsoever arising for any such inaccuracy or error or any default is expressly excluded to the fullest extent permitted by law.
6.4 Neither the Company nor any of its directors, employees or other representatives will be liable (save as is set out in paragraph 6 of these Terms and Conditions) for loss or damage arising out of or in connection with the use of the Products. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.
6.5 Not withstanding the foregoing, none of the exclusions or limitations in these Terms and Conditions are intended to limit any rights the Customer may have under local law or other statutory rights which cannot be excluded, nor in any way to exclude or limit the Company's liability to the Customer for death or personal injury resulting from the Company's negligence or that of the Company's employees or agents.
6.6 The Products and the information contained therein are for general information and guidance purposes only and shall not be deemed to be comprehensive or to provide legal or other advice of any kind, including as to employment law and practice. For avoidance of doubt the Company is not engaged in providing legal or professional advice and if such is required the services of a lawyer or other professional adviser should be sought.
Unless otherwise expressly stated in these Terms and Conditions, all notices from the Customer to the Company must be in writing and sent to our contact address and all notices from us to you will be displayed on our websites from time to time.
7.2 Events beyond the Company's control
The Company shall have no liability to you for any failure to deliver the products or any delay in doing so or for any damage or defect to products delivered that is caused by any event or circumstance beyond the Company's reasonable control including, without limitation, strikes, lock-outs, and other industrial disputes, breakdown of systems, flood, fire, explosion or accident.
If any part of these Terms and Conditions is unenforceable (including any provision in which the Company excludes its liability to the Customer) the enforceability of any other part of these Terms and Conditions shall not be affected.
7.4 Third Party Rights
Except for the Company's affiliates, directors, employees or representatives, a person who is not a party to the agreement contained in these Terms and Conditions has no rights under Uk Contracts (Rights of Third parties) Act 1999 to enforce any term contained herein but this shall not affect any right or remedy of a third party that exists or is avaialble aprt from the Act.
The failure by the Company to enforce at any time or for any period any one or more of these Terms and Conditions shall not be a waiver of them or of the right at any time subsequently to enforce all of the Terms and Conditions.
7.6 Entire Agreement
These Terms and Conditions, together with the Company's Tariff of Charges and Order Form, set out the whole of the agreement relating to the supply of the Products to the Customer by the Company. Nothing said by any sales person on the Company's behalf should be understood as a variation of these Terms and Conditions or as an authorised representation about the nature of quality of the Products. The Company shall have no liability for any such representation being untrue or misleading.
7.7 Returns and Refunds
Owing to the nature of the products (downloadable, editable, electronic), once they are delivered to the Customer the Company determines that they are neither returnable nor refundable.
7.8 Governing Law and Jurisdiction
7.8.1 These Terms and Conditions and the agreement between the Company and the Customer contained therein shall be governed by and interpreted in accordance with English law and the English Courts have exclusive jurisdiction to resolve any disputes between the parties