Pay Go

pay go Terms and Conditions

Bibby Consulting & Support [online][PayGo] terms and conditions
  
  This page was last updated: 07/12/09.
  This page (together with the documents referred to on it) tells you the terms and conditions on which we supply our electronic documents and services described on our website www.bibbycas.com to you (“Electronic Documents” and “Services”). Our primary service is our [PayGo] service (http://www.bibbycas.com/paygo) (“[PayGo Service]”). Please read these terms and conditions carefully before ordering our any Electronic Documents or Services from our website. You should understand that by ordering any of our Electronic Documents or Services, you agree to be bound by these terms and conditions.
  Please read through these terms and conditions carefully and print a copy for future reference.
  Please click on the button marked "I accept the above Terms and Conditions " at the end of these terms and conditions if you accept them.  Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Electronic Documents or Services from our website.
  1  Privacy 
  1.1  You acknowledge and agree to be bound by the terms of our privacy policy (http://www.bibbycas.com/privacy-statement.html).
  2  Information about us
  2.1  We are Bibby Consulting & Support Limited (“we”, “us” and “our”). We are registered in England and Wales under company number 04093343 and have our registered office at Brunswick Court, Brunswick Street, Newcastle, Staffordshire ST5 1HH. Our VAT number is 754 5520 28.
  3  Use of our documents and services
  3.1  Our Electronic Documents and Services are intended for use by business customers with business operations in the United Kingdom. We do not accept orders for our Electronic Documents or Services from potential customers outside the United Kingdom.  
  4  Your status
  4.1  By placing an order through our website, you warrant to us that:
  4.1.1  you are legally capable of entering into binding contracts; 
  4.1.2  you are based in the United Kingdom; 
  
  4.1.3  you are acting in the course of your business and not in a private non-commercial capacity; and
  4.1.4  you have authority to bind the business on whose behalf you use this website and place an order.
  5  The order process
  5.1  You can only place an order for our Electronic Documents or Services once you have successfully registered an account with us. Information that you provide while registering an account with us must be complete and accurate. You agree that we may block access to your account and the Services we supply if we reasonably believe that the information you have supplied is inaccurate. You must keep your [user name and password] secret at all times and not allow anyone else to use it. You must contact us immediately if you believe your [user name and password] has become known to someone else.
  5.2  Before you submit an order (by clicking the [Pay Now] button) you will be shown your order on screen, including the price payable. You will then have an opportunity to identify and correct any input errors in your order for our Electronic Documents or Services. 
  5.3  After placing an order for our Electronic Documents or Services we will give you details of the Electronic Documents or Services you have ordered. We will send the same details to you in an email to the email address you provided when you registered your account with us.  
  5.4  We do not file details of your order for our Electronic Documents or Services for you to subsequently access directly from our website. Therefore, please print out your acknowledgement of order for your future reference.
  6  How the contract is formed between you and us
  6.1  After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted.  Your order constitutes an offer to us to buy our Electronic Documents or Services and all orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail confirming such acceptance and letting you know that the Electronic Documents you have purchased are available for [download (see clause 7)] or the Services you have purchased have been activated[ (or in the case of consultancy services, we will arrange a timetable for delivery of such consultancy services)]  (“Acceptance Confirmation”). We may also decline your order for the Electronic Documents or Services, or both, for any reason, in which case we will tell you so. Our acceptance of your order brings into existence a legally binding contract between us in respect of those Electronic Documents or Services we have confirmed in the Acceptance Confirmation (“Contract”).
  6.2  The Contract will relate only to those Electronic Documents or Services we have confirmed in the Acceptance Confirmation.  We will not be obliged to supply any other Electronic Documents or Services which may have been part of your order until such Electronic Documents or Services have been confirmed in a separate Acceptance Confirmation.
  7  Download of Electronic Documents
  7.1  Upon sending you our Acceptance Confirmation we will make your Electronic Document(s) available for download in the [download area], and we grant you a non-exclusive, non-transferable right to use the Electronic Document(s) you ordered for your own internal business purposes. If you are unable to complete a download, please contact us on 08453 100 600.
  7.2  You can download your Electronic Document(s) by visiting the download area.
  7.3  You will not be sent a paper copy of your Electronic Document(s).
  8  [Our status]
  8.1  We may provide links on our website to the websites of other companies, whether affiliated with us or not.  We cannot give any undertaking that products or services you purchase from companies to whose website we have provided a link on our website will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller.
  9  Price and payment
  9.1  The price payable for any Electronic Document(s) or Services will be quoted on our website from time to time, except in cases of obvious error. These prices include any VAT.
  9.2  The total cost of your order of our Electronic Document(s) or Services will be set out clearly in your [Shopping Basket] before you submit your order.
  9.3  Prices and offers may change before (but not after) we accept your order for our Electronic Document(s) or Services.  
  9.4  Our website contains the details of a large number of Electronic Documents and Services and it is always possible that, despite our best efforts, some of the Electronic Documents or Services listed on our website may be incorrectly priced. Where the correct price for an Electronic Document or a Service is less than our stated price, we will charge the lower amount when accepting your order. If the correct price for the Electronic Document or Service is higher than the price stated on our website, we will normally, at our discretion, either contact you for instructions before accepting your order, or reject your order and notify you of such rejection.
  9.5  We are under no obligation to provide our Electronic Documents and Services to you at the incorrect (lower) price, even after we have sent you an Acceptance Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
  9.6  You must make full payment for your order before we accept your order. Your payment must be by credit or debit card. 
  9.7  No payment shall be deemed to have been received until we have received cleared funds.
  10  Quality
  10.1  We warrant that (subject to the other provisions of these terms and conditions):
  10.1.1  any Electronic Document supplied to you will be of satisfactory quality; 
  10.1.2  any Services supplied to you will be provided with reasonable care and skill and will conform substantially in accordance with that Service’s description as set out on our website or otherwise agreed with you.
  10.2  We will not be liable for a breach of the warranties in clause 10.1 unless: 
  10.2.1  you give written notice of the breach to us; and 
  10.2.2  we are given a reasonable opportunity after receiving the notice of examining the Electronic Document supplied or our provision of our Services to you.
  10.3  We will not be liable for a breach of the warranties in clause 10.1 if: 
  10.3.1  [you make any further use of the Electronic Document or our Services after giving such notice;]
  10.3.2  the problem arises because you failed to follow our oral or written instructions as to the use of our Electronic Document or Services (if there are any); 
  10.3.3  you alter our Electronic Document or Services without our written consent; or 
  10.3.4  the problem arises because of misuse.
  10.4  Subject to clause 10.2 and clause 10.3, if we are in breach of the warranties in clause 10.1 we will, at our expense, use all reasonable commercial efforts to remedy the breach promptly or refund the price of our Electronic Document(s) or Services at the pro rata contract price. This constitutes your sole and exclusive remedy for any breach of the warranties set out in clause 10.1. Notwithstanding the foregoing, we do not warrant that your use of our Services (particularly the [PayGo] Service, will be uninterrupted or error-free.
  10.5  We reserve the right to modify our Electronic Documents and Services without notice to you provided such modification does not adversely effect the nature of the Electronic Documents or your access to, or use of, our Services or detract from the overall performance of our Services.  Any change which may have such adverse effect on you or may detract from the overall performance of our Services will be notified to you as soon as practicable before the change taking effect.
  10.6  You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf which is not set out on our website or otherwise confirmed in writing by us. Nothing is this clause will exclude or limit our liability for fraudulent misrepresentation.
  11  Access to the [PayGo] Service
  11.1  You are responsible for making all arrangements necessary for you to have access to our [PayGo] Service. You are also responsible for ensuring that all persons who access our [PayGo] Service via your Internet connection are aware of these terms and conditions (and in particular our acceptable use policy and that they comply with them.
  12  [[PayGo] Service service levels] 
  12.1  [We will use our reasonable endeavours to make the [information library] of the [PayGo] Service available to you for ninety-nine point nine (99.9) per cent [of the time between 7.00am and 10.00pm on each working day in England and Wales][of each calendar month]. We do not warrant access to our [PayGo] Service will be uninterrupted or error free but we shall use reasonable endeavours to keep downtime to a minimum. We shall make all commercially reasonable efforts to provide you with advanced notification of all scheduled and emergency outages through our website].]
  12.2  [Service credits are not given for any form of downtime or service unavailability.]
  13  Intellectual property rights
  13.1  We are the owner or licensee of all intellectual property rights in our website, the material published on it, the Electronic Documents and the Services (collectively the “Material”). The Material are protected by copyright laws and treaties around the world.  All such rights are reserved. 
  13.2  If we receive a claim that the Material, or any part of it, infringes a third party’s rights, we will (at our sole discretion) defend or settle that claim however we see fit. In doing so we may obtain for you the right to continue using the Material (or the allegedly infringing part), replace or modify any part of the Material so that it becomes non-infringing or, if such remedies are not reasonably available, terminate our contract(s) with you without liability to you. 
  13.3  The foregoing states your sole and exclusive rights and remedies, and our entire obligations and liability, for the infringement of any third party intellectual property rights by the Material.
  14  Limitation of liability
  14.1  Subject to clause 10 and clause 13, the following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of: 
  14.1.1  any breach of these terms and conditions; 
  14.1.2  any use made by you of our Electronic Documents or Services; and 
  14.1.3  any representation, statement or tortious act or omission (including negligence) arising under or in connection with the contract to provide you Electronic Documents or Services.
  14.2  All conditions, terms, representations and warranties that are not expressly set out in these terms and conditions (or the documents referred to in them) are hereby expressly excluded.
  14.3  We do not exclude or limit in any way our liability:
  14.3.1  for death or personal injury caused by our negligence;
  14.3.2  under section 2(3) of the Consumer Protection Act 1987; 
  14.3.3  for fraud or fraudulent misrepresentation; or
  14.3.4  for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
  14.4  We will not be responsible for the following types of losses (in each case whether direct, indirect or consequential) and whether they are caused by our negligence or otherwise:
  14.4.1  loss of income or revenue;
  14.4.2  loss of business;
  14.4.3  loss of profits or contracts;
  14.4.4  loss of anticipated savings;
  14.4.5  loss of goodwill;
  14.4.6  loss of software or data; 
  14.4.7  wasted expenditure; or
  14.4.8  wasted management or office time.
  14.5  Subject to clause 14.3 and clause 14.4, our maximum aggregate liability under or in connection with the performance or contemplated performance of the Contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed [one hundred and ten (110) per cent] of the price you have paid to us for the Electronic Documents or Services giving rise to the liability in question.
  15  Term and termination
  15.1  The contract for us to supply our [PayGo] Service to you will commence on the date we first give you access to our [PayGo] Service and shall continue for a fixed period of [12-months] from that date (“Term”), unless otherwise terminated as provided in this clause 15. 
  15.2  [Without prejudice to any other right to terminate or suspend our Services we may have under these terms and conditions, our website terms of use or our acceptable use policy, we may terminate the contract for us to supply our Services to you at any time by giving you 30-days advance notice by emailing you at the email address registered against your account. If we will cancel the Services, we will refund to you the price you have paid for our Services on a pro-rata basis for the unexpired Term.]
  15.3  Notwithstanding anything to the contrary in these terms and conditions, if you are in breach of an obligation of these terms and conditions (or any documents referred to in them) we may terminate the Contract by [seven (7) days notice] to you and/or, at our absolute discretion, terminate or suspend without notice any individual Services we provide to you from time to time. You will not be given a refund of any charges paid in such circumstances.
  15.4  Expiry or termination of the Contract shall be without prejudice to any rights and liability of either of us arising in any way under that Contract as at the date of expiry or termination.
  16  Additional terms
  16.1  Additional terms and conditions may apply for our offers or to specific Services. If so, you will be advised of them at the relevant point.
  17  Written communications
  17.1  Applicable laws require that some of the information or communications we send to you should be in writing. When using our website, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices and other communications that we provide you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
  18  Notices
  18.1  All notices given by you to us must be given by email to enquiries@bibbycas.com or by post to
  Bibby Consulting & Support Ltd
  Brunswick Court
  Brunswick Street
  Newcastle-under-Lyme
  Staffs
  ST5 1HH
  
  We may give notice to you at [either the then current e-mail or postal address registered against your account with us.] 
  19  Third party rights and transfer of rights and obligations
  19.1  Neither you nor we intend that any term of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
  19.2  The Contract is binding on you and us and on our respective successors and assigns.  
  19.3  You may not transfer, assign, charge or otherwise dispose of the Contract, or any of your rights or obligations arising under it, without our prior written consent.  
  19.4  We may transfer, assign, charge, sub-contract or otherwise dispose of the Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
  20  Events outside our control
  20.1  We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by events outside our reasonable control (“Force Majeure Event”).  
  20.2  A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
  20.2.1  your acts and omissions, or those of your agents or sub-contractors;
  20.2.2  misuse, alteration or interference by you or any third party of our servers or systems (including virus and hacker attacks);
  20.2.3  strikes, lock-outs or other industrial action;
  20.2.4  civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
  20.2.5  fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster;
  20.2.6  impossibility of the use of public or private telecommunications networks; and
  20.2.7  the acts, decrees, legislation, regulations or restrictions of any government.
  20.3  Our performance under the Contract will be deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.  We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
  21  Waiver
  21.1  If we fail, at any time during the Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions (or any of the documents referred to in them), or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
  21.2  A waiver by us of any default shall not constitute a waiver of any subsequent default.
  21.3  No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 18
  22  Severability
  22.1  If any of these terms and conditions or any provisions of the Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
  23  Entire agreement
  23.1  These terms and conditions and any document expressly referred to in them represent the entire agreement between us both in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
  23.2  We each acknowledge that, in entering into the Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
  23.3  Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
  24  Our right to vary these terms and conditions
  24.1  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 and changes in relevant laws and regulatory requirements. 
  24.2  You will be subject to the policies and terms and conditions in force at the time that you submit your order for our Electronic Documents or Services, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Acceptance Confirmation (in which case we have the right to assume that you have accepted the change, unless you notify us to the contrary within seven (7) working days of receipt by you of the Acceptance Confirmation).
  24.3  No variation of these terms and conditions shall be valid unless it is in writing and signed on our behalf.
  25  Law and jurisdiction
  25.1  Contracts for the purchase of our Electronic Documents and Services through this website will be governed by English law.  Any dispute arising from, or related to, the Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.  English is the language offered for the conclusion of the contract between us both.