Application and entire agreement
These Terms and Conditions will apply to the purchase of the Goods & Services detailed in our proposal/quotation (Goods & Services) by the buyer (you or Customer) from Unify Learning & Development Limited trading as Unify Partnership, a company registered in England and Wales under number 13783464 whose registered office is at Suite 11 Merley House, Merley House Lane, Wimborne, Dorset, BH21 3AA (we or us or Supplier).
These Terms and Conditions will be deemed to have been accepted by you when you accept them or the proposal/quotation or from the date of any delivery of the Goods & Services (whichever happens earlier) and will constitute the entire agreement between us and you.
These Terms and Conditions and the proposal/quotation (together, the Contract) apply to the purchase and sale of any Goods & Services between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
Words imparting the singular number include the plural and vice-versa.
Goods & Services
The description of the Goods & Services is set out in our sales documentation, unless expressly changed in our proposal/quotation. In accepting the proposal/quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods & Services by us. Descriptions of the Goods & Services set out in our sales documentation are intended as a guide only.
In providing the Services, Supplier will:
(a) co-operate with Customer in all matters relating to the Services, and comply with all instructions of Customer;
(b) perform the Services with the best care, skill and diligence in accordance with best practice in Supplier’s industry, profession or trade;
(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them; and
(d) ensure that the Services will conform with all descriptions and specifications set out in the sales documentation, and that the Services will be fit for any purpose expressly or impliedly made known to Supplier by Customer.
We can make any changes to the specification of the Goods & Services which are required to conform to any applicable safety or other statutory or regulatory requirements.
8 Type Dashboard
Access to the 8 Type Dashboard and content therein is restricted to the registered user. Sharing login details or content with other individuals or groups will result in licence suspension and may incur additional costs.
Price
The price (Price) of the Goods & Services is set out in our proposal/quotation current at the date of your order or such other price as we may agree in writing.
If the cost of the Goods & Services to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
Any increase in the Price under the clause above will only take place after we have told you about it.
You may be entitled to discounts. Any and all discounts will be at our discretion.
The Price is exclusive of travel expenses (mileage charged at £0.45 per mile), subsistence and overnight accommodation where needed.
The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and alteration
Details of the Goods & Services as described in the clause above (Goods & Services) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods & Services which is capable of acceptance.
The proposal/quotation (including any non-standard price negotiated in accordance with the clause on Price), (above) is valid for a period of 60 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the proposal/quotation.
Bookings postponed by you less than 30 days prior to the agreed Service Delivery date will not be charged for if a new date is booked at the time of postponement or within 5 working days of postponement (a maximum of one postponement is permitted per booking).
The booking will be invoiced in full at the point of postponement.
If no new date is provided, the Service Delivery will be deemed cancelled and subject to the following charges.
Cancelled 30-15 days before the agreed Service Delivery date will incur a charge of 50% of the proposal/quotation value including any expenses incurred
Cancelled 14-0 days before the agreed Service Delivery date will incur a charge of 100% of the proposal/quotation value including any expenses incurred
Payment
We will invoice you for the Price after the Goods & Services have been delivered
You must pay the Price within 30 days of the date of our invoice or otherwise according to any credit terms agreed between us.
If you do not pay within the period set out above, we will suspend any further Goods & Services to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 5% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
Time for payment will be of the essence of the Contract between us and you.
All payments must be made in British Pounds (£ GBP) unless otherwise agreed in writing between us.
Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
Delivery of Goods & Services
We will arrange for the delivery of the Goods & Services to the address specified in the proposal/quotation, or your order or to another location we agree in writing.
Risk and title
The risk in the Goods & Services will pass to you on completion of delivery.
Title to the Goods & Services will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods & Services and/or (b) any other Goods & Services or services that we have supplied to you in respect of which payment has become due.
Termination
We can terminate the sale of Goods & Services under the Contract where:
(a) you commit a material breach of your obligations under these Terms and Conditions;
(b) you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
(c) you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
(d) you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
Limitation of liability
Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.
Subject to the clauses above on Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods & Services Act 1979) are excluded to the fullest extent permitted by law.
If we do not deliver the Goods & Services, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement Goods & Services of similar description and quality in the cheapest market available, less the price of the Goods & Services.
Our total liability will not, in any circumstances, exceed 3x the total amount of the Price payable by you or £150,000, whichever is greater. Liability arising under the Data Protection Agreement will remain uncapped.
We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods & Services, for:
(a) any indirect, special or consequential loss, damage, costs, or expenses; and/or
(b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; and/or
(c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
(d) any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
(e) any loss relating to the choice of the Goods & Services and how they will meet your purpose or the use by you of the Goods & Services supplied.
The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
Communications
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices will be deemed to have been duly given:
(a) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
(b) on the fifth business day following mailing, if mailed by national ordinary mail; or
(c) on the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
Data protection
When providing the Goods & Services to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer. Both parties agree to abide by the Data Processing Agreement.
The parties agree that where such processing of personal data takes place, the Buyer shall be 'data controller' and the Seller shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods & Services as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.
The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict "need-to-know" basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller's approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can e-mail: sar@unifypartnership.com.
Circumstances beyond the control of either party
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, global pandemic, or any other event that is beyond the control of the party in question.
No Waiver
No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
Severance
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.