Terms and Conditions of Sale
Terms and conditions for the supply of products and literature by Strategic Intelligentia Limited.
BY CONTINUING WITH A PURCHASE IT IS DEEMED THAT YOU HAVE READ, UNDERSTOOD AND HAVE AGREED TO THESE TERMS AND CONDITIONS.
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Report in accordance with these Conditions.
Customer: the person or firm who purchases the Report from the Supplier.
Force Majeure Event: has the meaning given in clause 10.
Order: the Customer's order for the Report, as set out in the Customer's purchase order form.
Report: the goods (or any part of them) set out in the Order.
Specification: any specification for the Report, including any related plans and drawings that is agreed by the Customer and the Supplier.
Supplier: Strategic Intelligentia Limited (registered in England and Wales with company number 08205601).
1.2 Construction. In these Conditions, the following rules apply:
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a party includes its personal representatives, successors or permitted assigns. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. A reference to writing or written includes faxes and e-mails.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Report in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier confirms its acceptance of the Order by clicking the confirmation online, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.5 Any samples, extracts, drawings, overviews, summaries, descriptive matter, or advertising produced by the Supplier are produced for the sole purpose of giving an approximate idea of the Report described in them. They shall not form part of the Contract or have any contractual force.
2.6 A quotation for the Report given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2.7 You must be 18 years of age or older to order from the website and by accepting these terms and conditions you are confirming this.
3.1 The Report as described on the Supplier's website may at times be modified by any applicable Specification.
3.2 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier arising out of or in connection with the Supplier's use of the Report. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend (a) the specification of the Report if required by any applicable statutory or regulatory requirements and (b) these terms without notice to the Customer.
3.4 These terms do not create any rights to any parties other than the purchaser.
3.5 The description and price of the Report will be as shown on the website at the time the Customer places its order.
3.6 All publications are subject to availability. If on receipt of your order the goods are out of stock, Supplier will inform the Customer and provide a refund or credit for any sum that has been paid by the Customer for the unavailable goods.
3.7 The Supplier is under no obligation to accept any order from the Customer.
4.1 The Supplier shall ensure that each delivery of the Report is accompanied by an invoice which shows the date of the Order, all relevant Supplier reference numbers, the type and quantity of the Report (including the code number of the Report, where applicable).
4.2 The Supplier shall deliver the Report to either the email address supplied by the Customer or another location as set out in the Order (Delivery Location) at any time after payment by the Customer.
4.3 Delivery of the Report shall be completed on the Report's arrival at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Report that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Report.
4.5 If the Supplier fails to deliver the Report, its liability shall be limited to obtaining replacement Report of similar description and quality. The Supplier shall have no liability for any failure to deliver the Report to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Report.
4.6 The Customer shall not be entitled to cancel the Report, following delivery.
4.7 No refunds shall be offered by the Supplier to the Customer hereunder under any circumstances.
5.1 The Supplier warrants that on delivery the Report shall conform in all material respects with their description and any applicable Specification.
5.2 The Supplier shall have no liability to the Customer in respect of the Report's failure to comply with the warranty set out in clause 5.1.
5.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.4 These Conditions shall apply to any replacement Report supplied by the Supplier.
6. Intellectual Property and Confidentiality
6.1 You may not distribute or publish or submit for publication or reproduction any Report to any third party including the internet for any purpose. The report contains proprietary information belonging to the Supplier that is copyrighted and should be treated with care and confidentially. The Customer agrees to retain the Report at its usual place of business and to store the Report separate from other information and documents held in the same location. Further, the Report is not to be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.
6.2 All written and oral information and materials disclosed or provided by the Supplier to the Customer under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Customer.
6.3 For the purposes of this Agreement, the term “Confidential Information” shall mean all data and information relating to the transaction and the Supplier, including but not limited to, the following:
(a) ‘Intellectual Property’ which includes information relating to the Supplier’s proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical data, technical concepts, research;
(b) ‘Product Information’ which includes all specifications for Reports of the Supplier as well as work product resulting from or related to work or projects of the Supplier, of any type or form in any stage of actual or anticipated research;
(c) Confidential Information will also include any information or analysis that has been disclosed by a third party to the Supplier and is protected by a non-disclosure agreement entered into between the third party and the Supplier.
6.4 Confidential Information will not include the following information: Information that is generally known in the industry of the Supplier; Information that is now or subsequently becomes generally available to the public through no wrongful act of the Customer; Information that the Customer rightfully had in its possession prior to the disclosure to the Purchaser by the Supplier; Information that is independently created by the Customer without direct or indirect use of the Confidential Information; or Information that the Customer rightfully obtains from a third party who has the right to transfer or disclose it.
6.5 Except as otherwise provided in this Agreement, the Customer must not disclose the Confidential Information of the Report.
6.6 Except as otherwise provided in this Agreement, the Confidential Information of the Report will remain the exclusive property of the Supplier and will only be used by the Customer for the its own internal purposes. The Customer will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Supplier.
6.7 The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Customer in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.
6.8 Other than with the express written consent of the Supplier, the Customer will not, from the date of this Agreement forth distribute this publication to any other party.
6.9 The Customer agrees and acknowledges that the Report is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Supplier. Accordingly, the Customer agrees that the Supplier is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Customer from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
6.10 The Customer is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Supplier in enforcing this Agreement as a result of any default of this Agreement by the Customer.
7. Title and risk
7.1 The risk in the Report shall pass to the Customer on completion of delivery.
7.2 Title to the Report shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Report, in which case title to the Report shall pass at the time of payment. Notwithstanding the foregoing ownership of the copyright and all other intellectual property rights shall remain with the Supplier.
7.3 If for some reason, payment is rejected or refunded after the event, the Customer shall delete the Report and shall not print, nor disseminate the Report in any media.
7.4 The Customer may not resell the Report.
8. Price and payment
8.1 The price of the Report shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
8.2 Every effort will be made to ensure that prices shown on the Supplier’s website are accurate at the time of purchase. If an error is discovered prior to despatch of the Customer’s order, the Supplier will inform the Customer as soon as possible and offer the Customer the option of reconfirming the order at the correct price or cancelling your order.
8.3 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Report. All Report prices may be subject to change. Prices for specific works may rise as a Report begins to sell out.
8.4 The price of the Report is exclusive of the administrative costs and charges of credit card, debit card or charge card fees, which shall be invoiced to the Customer.
8.5 The Supplier uses Swift as their online purchasing system and the Supplier accepts payment by any of the credit card shown as acceptable on the website at time of purchase. Swift allows the Supplier to safely process credit card payments and complete the financial transactions as securely as possible. For further information regarding Swift’s secure systems please visit their website
8.6 The Supplier is not liable for any unauthorised access to information supplied by the Customer.
8.7 When ordering online your order will be sent to the Supplier through Swift by email. You will also receive an email receipt to confirm the Supplier has received your order. Should you not receive an email please contact the Supplier.
8.8 All payment will be in GB Pounds Sterling (£).
8.9 The price of the Report is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Report.
8.10 The Supplier may invoice the Customer for the Report on or at any time before the completion of delivery.
8.11 All refund requests shall be granted at the sole discretion of the Supplier.
9. Limitation of liability
9.1 The Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
9.2 The Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the 30% of the price of the Report.
9.3 In cases of goods that are faulty, damaged or wrongly supplied please contact the Supplier.
10. Force majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11.1 Assignment and other dealings. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
11.7 Governing law. The Contract, 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 the law of England and Wales.
11.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).