Terms and Conditions

VYKA Ltd (referred to as “the Company”, “we”, “us” or “our” of Studio 207, The Argent Centre, 60 Frederick Street, Birmingham, B1 3HS is the supplier of the Digital Content and/or services (together the “Products”) available for sale on our website, faithmakesadifference.co.uk , the Birmingham Agreed Syllabus for Religious Education website (the “Website”).

The terms “you” and “your”, refer to you as the Customer (or as the case may be, an individual person who has authority to enter into a contract with us on your behalf the “Nominee”). For the avoidance of doubt (i) only a Customer who is a UK education institution (the “Organisation”) or its Nominee can purchase the Products from this Website. We do not sell and/or supply our Products to Consumers.

As a Customer and user of this Website you acknowledge that any use of this Website including any transactions you make ("use/using"), or any contract that you make with us, is subject to these Terms and Conditions below (which includes our privacy policy).

Use of this Website constitutes your acceptance of these Terms and Conditions which take effect on the date which you first use this Website. We reserve the right to change these Terms and Conditions at any time by posting changes online.

You are responsible for reviewing regularly information posted on this Website to obtain timely notice of such changes. Your continued use of this Website after changes are posted constitutes your acceptance of this agreement as modified by the posted changes.

You and we (each a “Party” and together the “Parties”) agree to comply with these Terms and Conditions.

1. INTERPRETATION

1.1 In these Terms and Conditions the following expressions will have the following meanings unless inconsistent with the context:

Digital Content means: Each item of downloadable electronic multimedia available for sale on the Website, which is transmitted to the Customer in a digital format, where the Customer obtains the possibility of use on a permanent basis or in a way similar to the physical possession of a good. Such digital content includes but is not limited to JPeg files, PDF files and film clips.

Services means: The provision of advice by the Company’s quality assured adviser or consultant delivered to the Customer by (i) telephone for a measured period of time, or (ii) in person working by with individuals or small groups of professionals, employed by the Customer.

Non-­‐Subscriber Customer(s) means: Those Customers who are not “Subscriber Customers”.

Subscriber Customer(s) means: Those Customers who sign up with the Company to pay for receipt of the Digital Content in advance and on an annual basis.

 

2. FORMATION OF THE CONTRACT

2.1  If you are a Nominee submitting an order to the Company and on behalf of your Organisation, you warrant and represent that you are legally capable of entering into binding contracts with the Company and that you are at least 18 years old.

2.2  Any prices stated on our Website or quotations provided by us for provision of our Products are subject to withdrawal at any time before the receipt of an unqualified order from you.

2.2.1 After placing an order, you may receive acknowledgment 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 Products. All orders are subject to acceptance by us; and

(a)  in relation to your order for an item(s) of Digital Content, we will confirm such acceptance to you through the electronic distribution of the Digital Content to you, subject to clauses 6.1.2 and 6.1.3 generally within seconds of your order being made to us. This distribution may be accompanied by provision of a receipt sent by us to your email address (if provided by you) (the “Digital Content Order Confirmation”); and 

(b)  in relation to your order requesting the provision of Services by us to you, we will confirm such acceptance to you by either sending you email confirmation that your Services order has been accepted or by confirming our acceptance to you by telephone (the “Services Order Confirmation”). The Services Order Confirmation will specify the date and time for provision of the Services. However, any such date and time is an estimate only and time shall not be of the essence. Subject to clause 10.10 we shall not be liable for any failure to meet any such estimate, nor for any loss, of whatsoever nature directly or indirectly resulting. We reserve the right to cancel or change your order for the Services, for any reason whatsoever.  

2.3  The contract (“Contract”) will only be formed when we send you either the Digital Content Order Confirmation and/or the Services Order Confirmation, and will relate only to those Products whose acceptance we have confirmed in the Digital Content and/or Services Order Confirmation. 

2.4  A Contract shall at all times be governed by these Terms and Conditions.  

 

3. DESCRIPTION AND PRICE OF THE PRODUCTS

3.1  The description and price of the Products you order will be as set out in any Digital Content and/or Services Order Confirmation provided by us to you, save in cases of obvious error. 

3.2  We try to make sure that all descriptions and prices of our Products advertised on our Website are as accurate as possible. On the rare occasion that there is an error, we will advise you about it as soon as reasonably possible and will offer you the option of reconfirming your order. 

3.3  Prices of Products are inclusive of VAT.

3.4 In relation to the provision of the Services by us to you, travel time which exceeds a 50 mile radius is excluded from the price of the Services and we reserve the right to seek imbursement from you of our reasonable travel and subsistence expenses.

 

4. PAYMENT

4.1  If you are (i) a Non-­‐Subscriber Customer, or (ii) have ordered our Services we only accept payment for the Products set out in your order, by online credit/debit card made via PAYPAL.

4.2  Pursuant to clause 4.1 upon completion of your order, you will be transferred to PAYPAL in order to make payment.

4.3  Although your credit/debit card details will be recorded when you place your order with us, we will only deduct payment after we have sent the Digital Content and/or Services Order Confirmation to you.

 

5. CANCELLING CONTRACT -­‐ CUSTOMER

5.1  You have a right to withdraw from the Contract without charge up until delivery of the Products has commenced.

5.2  You do not have a right to withdraw from the Contract once delivery of the Products has commenced.

5.3  We reserve the right not to refund or cancel a Digital Content order once delivery of the Digital Content has begun.

 

6. DELIVERY

6.1 Delivery of Digital Content

6.1.1  Delivery of Digital Content will be made to you by on-­‐line transfer. We will use our reasonable endeavours to deliver the Digital Content to you instantly, but delivery may be delayed if the Digital Content that you have ordered consists of large electronic files or you fail to comply with the Digital Content System Requirements set out in clause 7 below.

6.1.2  If you are a Subscriber Customer, we will aim to commence delivery of your ordered Digital Content as soon as we have issued to you, our Digital Content Order Confirmation.

6.1.3  If you are a Non-­‐Subscriber Customer, we will aim to commence delivery of your ordered Digital Content as soon as your payment has been authorised through PAYPAL.

6.2 Delivery of Services.

6.2.1 Upon us issuing the Services Order Confirmation to you, delivery of the Services to you by us will commence either:

(a) when the Company’s quality assured adviser or consultant begins a pre-­‐ arranged telephone conversation with the relevant people at your Organisation through to completion of the Services; or

(b) when the Company’s quality assured adviser or consultant arrives at your Organisation, through to completion of the Services.

 

7. DIGITAL CONTENT SYSTEM REQUIRMENTS

7.1  Where your ordered Digital Content consists of (1) video or (2) text files, in order to successfully receive delivery of the same, you must ensure that in the case of (1) your video ports are open; and in the case of (2) you have Microsoft Word ’97 or later installed on your users’ machines.

7.2  To ensure successful receipt of your Digital Content, we strongly recommend that you have high speed Internet access.

 

8. INTELLECTUAL PROPERTY RIGHTS

8.1  In this clause 8 “Intellectual Property Rights” means all copyright, know-­‐how, trade secrets, design rights, database rights, related rights, trade marks, rights in computer software, topography rights, moral rights, rights in confidential information (including know-­‐how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

8.2  We or our licensors own all Intellectual Property Rights in the Digital Content. In particular, BIRMINGHAM SACRE own the copyright in the Digital Content. These Terms and Conditions do not transfer any ownership in our or our licensor’s Intellectual Property Rights to you. You must not remove any copyright notice contained in or on the Digital Content. Save as licensed, the copying, modification, reproduction, republication, redistribution, leasing, lending, sub-­‐licensing, broadcasting, transmission, or commercial exploitation of all or part of the Digital Content in any form is prohibited.

8.3  Provided that you have paid for the ordered Digital Content, upon delivery of the Digital Content by us to you, we grant you a non-­‐exclusive and non-­‐transferable licence on these Terms and Conditions and for, subject to clause 12.3, for five years (the “Licence Term”) to use the Digital Content (i) within your Organisation and on your Organisation’s premises and (ii) for educational purposes only to support the face-­‐to-­‐ face teaching, by your Authorised Users (meaning named staff or any other professionals within your Organisation agreed by us in writing) not exceeding a maximum number of Authorised Users.

8.4  You may not use otherwise republish the content of the Digital Content yourself in an online environment; or display or distribute any part of the Digital Content on any electronic network (including without limitation the Internet).

8.5  You agree to provide adequate security and encryption to protect the security of any Digital Content delivered to you and to ensure that that any passwords are kept secure; to ensure that procedures are in place to prohibit access to the Digital Content by any person other than an Authorised User(s) and use best efforts to bar non-­‐permitted access; and not to reverse-­‐engineer or decompile the Digital Content or related software (other than to the extent expressly permitted by applicable law and then at your own risk).

8.6  You agree to ensure that Authorised Users are aware of our or our Licensor(s)’ Intellectual Property Rights in the Digital Content; that the Digital Content may only be used for internal on-­‐site face-­‐to-­‐face teaching purposes and that Authorised Users cannot make or retain a permanent copy of the Digital Content and agree to promptly comply with our reasonable instructions from time to time concerning use of the Digital Content.

8.7  If any of the Digital Content becomes, or in our opinion is likely to become, subject to an infringement claim we may at our option and expense (1) obtain the right for you and your Authorised Users to continue using the Digital Content; (2) modify or replace the Digital Content to avoid the infringement claim; or (3) if in our opinion neither (1) nor (2) is commercially reasonable, terminate this Contract.

 

9. WARRANTY AND LIMITATION OF LIABILITY

9.1  Subject Clauses 9.2 – 9.8 if any of the Digital Content which you receive from us is defective or incorrect upon receipt, then you should immediately notify us in writing by telephone or using the email address or telephone number on the Website, as soon as reasonably practicable and on discovery of any alleged defect. We will use reasonable endeavours to rectify the defect where possible (if in our sole opinion we consider that the Digital Content contains a defect). This does not apply to any defect in the Digital Content resulting from negligence by you or your Authorised Users’ use otherwise than as recommended by us, or failure to follow any instructions that we may provide.

9.2  We make no representation or warranty, express or implied as to the accuracy or completeness of any of the Digital Content. Any information, opinions, and views expressed in the Digital Content is for educational purposes only. The Digital Content is designed to provide guidance rather than comprehensive advice. They do not constitute (and should not be used as a substitute for) advice on any particular matter. We do not warrant or represent that access to the Digital Content will be uninterrupted or error-­‐ free. We do not warrant that the Digital Content will meet the accessibility requirements of your Authorised Users.

9.3  Subject to clause 9.10 any conditions, warranties, representations or other terms whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.

9.4  Subject to clause 9.10, we will not be liable for any defect or problem with the Digital Content if (1) used in a way which is not in accordance with our recommended instructions; (2) alterations are made to the Digital Content or related software by persons not authorised by us; (3) you are in breach of these Terms and Conditions; or (4) any third party products or related software are connected to or operated with the Digital Content or related software unless approved by us.

9.5  Subject to clause 9.9 and 9.10, we will have no liability to you for, and you will indemnify and keep indemnified and hold us harmless against any liability for the consequences of you or your Authorised Users’ use of the Digital Content.

9.6  Subject to clause 9.9 and 9.10, we will have no liability to you in contract, tort (including without limitation negligence) and/or breach of statutory duty for any loss or damage which you may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the Contract by us [or our agents].

9.7  Subject to clause 9.10, we shall not be liable to you in contract, tort (including without limitation negligence) and/or breach of statutory duty for any loss of profits, business, goodwill, reputation, revenue or business opportunity whether direct or indirect and for any other indirect or consequential (including economic) loss of any kind which you may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the Contract by us [or our agents].

9.8  We will not be held responsible for any delay or failure to comply with the obligations under a Contract or these Terms and Conditions if the same arises from a cause beyond our reasonable control (including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors).

9.9  Subject to clause 9.10 our total liability for any claims, losses, damages or expenses whatsoever and however caused (even if caused by our negligence and/or breach of contract) for each event or series of linked events will not exceed the greater of:

9.9.1  a sum equal to the total price that you have paid for the Digital Content or Services under the Contract (inclusive of VAT); or

9.9.2  £25 (twenty five pounds)

9.10 Nothing in these Terms and Conditions shall operate so as to exclude either Party’s liability in respect of death or personal injury caused by its negligence or the negligence of its servants or agents; or exclude liability for fraudulent misrepresentation.

 

10. YOUR INFORMATION (DATA PROTECTION)

10.1 Any personal data which we collect about you and/or your Authorised Users will be treated and used only in accordance with our Privacy Policy, available at the Privacy Policy button.

 

11. WEBSITE ACCESS

11.1  While we use reasonable endeavours to ensure that this Website is normally available 24 hours a day, subject to clause 9.10 we will not be liable if for any reason this Website is unavailable at any time or for any period.

11.2  Access to this Website may be suspended temporarily without notice to you in the case of system failure, maintenance or repairs for reasons beyond our control.

 

12. TERM, TERMINATION AND SUSPENSION

12.1 Any Contract pursuant to these Terms and Conditions shall commence on acceptance of

your order by us, and shall continue until:

12.1.1  in relation to the Digital Content until expiry of the Licence Term;

12.1.2  in relation to provision of the Services, until delivery of the Services has been completed; or

12.1.3 earlier termination in accordance with these Terms and Conditions set out below in clause 12.2.

12.2 Without prejudice to any rights and remedies available to us, we shall be entitled, forthwith on written notice to you either to terminate the Contract wholly or in part and/or any other contract with you or to withhold performance of all or any of its obligations under the Contract and/or any other contract with you (and on the giving of such notice all monies outstanding from you to us shall become immediately due and payable) if:-­‐

12.2.1  any sum owing to us from you on any account whatsoever shall be unpaid; or

12.2.2  you commit any breach of any contract (including without limitation the Contract) with us. Such breach includes where we discover that you or your Authorised Users have engaged in illegal file sharing in respect of the Digital Content. For the avoidance of doubt, the sharing of files is restricted to within your Organisation and by Authorised Users in your Organisation. Filing sharing outside the Organisation is strictly prohibited; or

12.2.3  our quality assured adviser or consultant is not able to deliver the Services.

12.3 On expiry or termination of any Contract pursuant to these Terms and Conditions, you will (and will ensure that your Authorised Users will) immediately cease to use any Digital Content delivered or made available to you; and all rights (including the Licence granted under clause 8.3 of these Terms and Conditions) will be automatically terminated, except for such rights of action as will have accrued prior to such termination and any obligation which expressly or impliedly continue in force after such termination or expiry.

 

13. DISPUTES

13.1 You and we both agree to attempt in good faith to clear up any dispute first by discussing any issue. The construction, validity and interpretation of these Terms and Conditions and the supply of the Products shall be governed in all respects by the laws of England and Wales. Any dispute arising under out of or in connection with these Terms (including non-­‐contractual disputes or claims) shall be subject to the [non]-­‐exclusive jurisdiction of the English courts.

 

14. GENERAL

14.1  The headings in these Terms and Conditions are for convenience only and do not affect the interpretation of a Contract.

14.2  These Terms and Conditions shall prevail over any terms used by you at any time. These Terms and Conditions and any documents referred to in it constitute the entire agreement between the Parties and supersede any previous arrangement, understanding or agreement relating to the subject matter of this Agreement. Neither Party has relied on any statement, representation, assurance or warranty other than as set out herein when entering any Contract under these Terms and Conditions.

14.3  You shall not assign any benefit under the Contract with us for the supply of the Digital Content and/or Services without our consent in writing, which may be given on such terms as we think fit. You agree and accept that we may assign the Contract in whole or in part to someone else.

14.4  The provisions of these Terms and Conditions are severable and distinct from one another, and, if at any time any of the provisions is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions shall not in any way be affected or impaired.

14.5  The rights and remedies of each Party in respect of these Terms and Conditions shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by one party to the other nor by any failure of or delay by a party in ascertaining or exercising any such rights or remedies.

14.6  For the avoidance of doubt nothing in these Terms and Conditions shall confer on any third party any benefit or the right to enforce any provision of these Terms.

 

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