Terms
Nicholas and Smith Terms and Conditions of Business
Definitions
Company means Nicholas and Smith Pty Ltd in Australia and Nicholas and Smith Ltd in the UK.
Customer means you and/or any organisation you represent to obtain quotes, information or place orders for products and services.
Resources means any goods or services provided by Nicholas and Smith.
Writing means letter or fax or email.
Preview means a service whereby Nicholas and Smith send hard copy resources to you for your evaluation before you decide to buy them.
Terms and Conditions
1 Copyright and Use of Resources
Nicholas and Smith resources are copyright materials. Unless the resources specifically say otherwise, you must not, in any circumstance, copy them. It is illegal, and what's more, it's theft. This means you cannot transfer existing video products to DVD or to computer systems; you cannot transmit the programs over open or closed circuit television, computer networks, cable or satellite systems without our written permission; you must not charge an admission fee to view the programs or advertise their display outside your organisation; you cannot lend, rent, sell or give the programs to anyone outside your organisation without the written permission of Nicholas and Smith. If you copy our Company resources, we will pursue legal action against you in both criminal and civil courts of law.
Corporate Licence
Purchase of a Corporate Licence permits an organisation to use this DVD package for in-house training of its employees only. The package may not be rented, loaned, sold or used in any circumstance where fees are charged.
Training Provider Licence
Purchase of a Training Provider Licence permits use of the DVD package for training of persons where fees are charged. The licence term is on an annual basis.
Education Licence
Purchase of the Education Licence permits Universities and Colleges of Education to use this DVD package for staff and students within its campus.
Use over Intranet
You may host and deliver our DVD programs on your intranet provided that you first purchase an appropriate intranet licence from Nicholas and Smith to do so, and that you observe the terms of that licence.
2 Quotations and Acceptance
2.1 A quotation by the Company does not constitute an offer and the Company reserves the right to withdraw or revise a quotation at any time prior to the Company's acceptance of the Customer's order.
2.2 The Company's acceptance of the Customer's order shall be effective when acceptance is confirmed by telephone, fax or email order. Customers' requesting invoices for the materials will be registered as a user of the product from the date of invoice.
3 Customer Cancellation of Orders
3.1 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit) costs damages charges and expenses (if any) incurred by the Company as a result of cancellation.
4 Prices
4.1 The price to the Customer shall be the Company's quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company's published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until the earlier placing of an order by the Customer after which the Company reserves the right to alter them without giving notice to the Customer.
4.2 The price is exclusive of any applicable value added tax or other tax or duties payable by the Customer.
4.3 The price is exclusive of the cost of packing and despatching goods to the Customer, which will be the subject of an additional charge to the Customer.
5 Payment
5.1 Subject to any special terms agreed in Writing between the Company and the Customer the Company shall be entitled to invoice the Customer for the price of the Supply on or at any time after despatch of the Training Materials to the Customer.
5.2 The Customer shall pay the price of in full within 30 days of the date of the Company's invoice. Receipts for payment will be issued only upon request.
6 Delivery
6.1 Delivery dates mentioned in a quotation acceptance of order or elsewhere are approximate only and not of any contractual effect and the Company shall not be under any liability to the Customer in respect of any failure to deliver on any particular date or dates.
6.2 The resources shall be despatched by the Company to the Customer by carrier or by mail at the Company's discretion and unless otherwise agreed between the parties and shall be deemed to have been delivered three clear working days after such despatch.
7 Title
7.1 The resources shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Customer shall have paid to the Company the agreed price in full.
7.2 Where a Supply is made by way of hire or for the purposes of preview then the resources shall remain the sole and absolute property of the Company as legal and equitable owner at all times and the title shall not pass to the Customer.
8 Preview terms and conditions
8.1 The Company offers, at its discretion, some Customers an opportunity to preview resources and evaluate them prior to purchase.
8.2 A fee may be charged for the preview service, as agreed with the Customer and includes an amount for postage and handling.
8.3 Resources must be returned to the Company upon the end of the preview period, agreed by the customer and the Company. At its discretion the Company may extend the preview period for a Customer and inform the Customer of this decision. Should the Customer fail to return the resources by the end of the normal preview period or by any extension agreed by the Company, the Customer shall pay the Company the full quoted price of the resource.
9 Infringement of Copyright or Other Rights
9.1 The Customer shall give notice in Writing to the Company of any infringement or suspected infringement of any copyright or other intellectual property right.
9.2 The Company shall decide in its absolute discretion whether and what steps should be taken to prevent or terminate such infringement and recover damages in respect thereof including the institution of legal proceedings where necessary.
9.3 The Company shall have sole control over and shall conduct any such action(s) as it shall deem necessary in pursuance of Clause 9.2 above and the Customer shall provide or procure such assistance including the furnishing of documents and information and the execution of all necessary documents and being joined as party to or managing the conduct of any legal proceedings that the Company may request.
10 Force Majeure The Company shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of an order being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Company's reasonable control including but not limited to Act of God war riot strike lock-out trade dispute or labour disturbance accident break-down flood or storm.
11 Limitation of Liability
Save as expressly provided herein the Company shall not be liable for any loss damage or delay whatsoever howsoever the same may arise or be caused whether directly or indirectly consequential or otherwise and whether due to or in connection with the negligence or any other action omission or error of the Company or any other person whomsoever.
