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. If you copy our Company resources, we will pursue legal action against you in both criminal and civil courts of law.
You also must not show our resources to anybody not directly employed by you, lend, rent or sell them to anyone else, broadcast them in any way without the explicit approval of Nicholas and Smith.
Your Licence permits you to use or make available the resources for education and training purposes to your officers, employees and those persons whose services are contracted principally to you.
You may not use the resources to train any other persons, including external third parties, without an appropriate licence from us. All rights not expressly granted to you in these Terms are reserved.
If you are a consulting or an educational organisation, or any other type of organisation needing to do anything prevented by this copyright warning, contact Nicholas and Smith for details of our special arrangements. Special arrangements and fee structures exist for most needs.
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 two 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.
11 Intranet
You may host and deliver our DVD programs on your internal 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.
12 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.
13 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.