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Account Terms
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Standard Customer
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(270KB)
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STANDARD ACCOUNT TERMS
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The following Terms relate to the sale and supply of goods and services by Wolff
Worldwide Limited (a company registered with Companies House in England under
company number 049442180 whose registered office is at Stuart House, 55
Catherine Place, London, SW1E 6DY, England) ("Wolff").
The Customer should read these Terms carefully before deciding whether to
proceed with the Account registration process and is strongly advised to
re-read these Terms prior to submitting any Order for the Products and Services
offered by Wolff.
By registering for an Account with Wolff the Customer agrees to be bound by
these Terms in respect of the matters described in the Terms (including the
Order of Products and Services).
If the Customer does not wish to be bound by these Terms it should not complete
the Account registration process and should not place any Orders for Products
or Services.
These Terms may be varied from time to time and the Customer should refer to
Clause 25 below regarding the effect of such variations.
Definitions of capitalised words used in these Terms and rules for interpreting
these Terms are set out in Clause 33 below.
|
| 1. |
THE TERMS |
| 1.1 |
These Terms shall apply to and govern: |
| 1.1.1 |
the Customer's ordering of Products and Services; |
| 1.1.2 |
the supply of Products and Services by Wolff to the Customer; |
| 1.1.3 |
all other use by the Customer of its Account and the Site. |
| 2. |
ORDER PROCESSES |
| |
If the Customer wishes to place an Order it shall do so using the automated or
non-automated Order Processes set out on the Site. |
| 3. |
ACCEPTANCE OF ORDERS |
| 3.1 |
Notwithstanding: |
| 3.1.1 |
that payment must be made by the Customer at the time of submitting an Order; |
| 3.1.2 |
that Wolff may send the Customer correspondence acknowledging an Order; and |
| 3.1.3 |
any other provisions of these Terms,Wolff shall not be deemed to have accepted
an Order until (as applicable): |
| 3.1.4 |
the relevant Products are despatched to the Customer; or |
| 3.1.5 |
the relevant Services are performed, and Wolff reserves the right to refuse
Orders at its own discretion (in such circumstances the Customer will be
entitled to a refund in accordance with Clause 12). |
| 3.2 |
Save to the extent provided in Clause 3.3 and in Clause 9.3, Customers shall
not be entitled to cancel Orders once submitted. |
| 3.3 |
Customers may cancel an Order by written notice within 24 hours of submitting
that Order, provided: |
| 3.3.1 |
the Customer had selected the Off-Line Option for that Order; |
| 3.3.2 |
the Off-Line Option delivery timescale for that Order is greater than 24 hours;
and |
| 3.3.3 |
the notice of cancellation is received by Wolff within the 24 hour period. |
| |
If the Customer cancels its Order in accordance with the above conditions it
shall be entitled to a refund in accordance with Clause 12. After the 24 hour
period the Customer will no longer be entitled to cancel its Order in
accordance with this Clause 3.3 and shall not be entitled to a refund. |
| 4. |
THE PRODUCTS |
| 4.1 |
Product Identity |
| 4.1.1 |
The Products to be delivered to the Customer are as selected by the Customer
during the Order Process. |
| 4.1.2 |
Any samples, drawings, descriptive matter, specifications and advertising
either displayed on or supplied through the Site are by way of general guide
only to the nature of the Products which may be purchased. |
| 4.2 |
Product Delivery |
| 4.2.1 |
The Products are delivered to the Customer using the Delivery Mode selected by
the Customer during the Order Process. |
| 4.2.2 |
Wolff will use its reasonable endeavours to deliver the Products within the
Delivery Mode timescale. However, there are a substantial number of factors
which may affect delivery time (many of which are outside the control of Wolff)
so time shall not be of the essence. |
| 4.2.3 |
Wherever possible (without Wolff incurring additional third party charges) a
copy of all Products delivered to the Customer shall be made available to the
Customer in the "Historical Orders" section of the Site for 90 days from the
delivery date of those Products. |
| 4.3 |
Use of the Products |
| 4.3.1 |
Customers must only use the Products for their internal business purposes in
determining the suitability of granting credit terms, assessing or
corroborating legal, corporate, operational and/or financial facts or assessing
the suitability of conducting bona-fide business relations with the Subject of
Enquiry. |
| 4.3.2 |
Customers may not use the Products for: |
| (a) |
determining eligibility for credit or insurance which specifically relates to
personal, family or household matters; |
| (b) |
establishing eligibility or appropriateness for employment; and/or |
| (c) |
unfair or deceptive practices. |
| 4.3.3 |
Customers must only purchase, commission and use Products where they have a
legitimate business interest and the Customer hereby warrants that it has such
legitimate interests. |
| 4.3.4 |
Customers must only use the Products within the permitted scope of the
restrictions and prohibitions set out in the Supplier Conditions. |
| 4.3.5 |
Customers shall not engage in or permit the re-supply or re-sale of the
Products purchased by them or use such Products to provide a service equivalent
or substantially similar to that provided to the Customer by Wolff. |
| 4.3.6 |
Save to the extent that further copying is strictly necessary for the use of
the Products by the Customer, the Customer shall only retain a single copy of
the Products it receives. |
| 4.3.7 |
Customers are responsible for ensuring the Products ordered are appropriate for
their intended use and must not rely on the Products as the sole basis for
decisions or as a substitute for the exercise of proper judgment. |
| 5. |
THE SERVICES |
| 5.1 |
Any deliverables to be provided by Wolff to the Customer pursuant to the
Services shall be treated as Products for the purposes of these Terms and any
Contract between the Parties. |
| 5.2 |
Customers must only purchase or commission Services where they have a
legitimate business interest and the Customer hereby warrants that it has such
legitimate interests. |
| 6. |
PRODUCT AND SERVICE QUALITY |
| |
Wolff will provide the Products and the Services using reasonable skill and
care (including exercising its professional judgment in selecting Suppliers). |
| 7. |
ANCILLARY SERVICES |
| |
Any support service or other advice (e.g. the "Ask our Expert" service) offered
by Wolff in relation to the Products, the Services or the Site, which does not
comprise a Service itself, does not create a contractual commitment by Wolff to
the Customer. Such ancillary services are provided on an 'as is' basis and
Wolff excludes all liability for such services to the fullest extent permitted
by law. |
| 8. |
CUSTOMER OBLIGATIONS |
| 8.1 |
The Customer shall provide such information and assistance as is reasonably
required by Wolff and the Suppliers for provision of the Products and the
performance of the Services. This may include the provision of evidence to
demonstrate a legitimate business interest in respect of the Products and
Services ordered. |
| 8.2 |
Where additional information must be sought from the Customer due to the
Customer's provision of inaccurate, incomplete or misleading Order information
there is a risk that Suppliers may levy additional charges for subsequent work
in respect of that Order. While Wolff shall use its reasonable endeavours to
reduce the scope for such additional charges being incurred, the Customer shall
be responsible for such charges in addition to the Charges already paid. |
| 9. |
CHARGES |
| 9.1 |
Charges applicable to the Products and Services are as stated during the Order
Process (subject to any additional Charges that may be due in accordance with
these Terms). |
| 9.2 |
The Charges are payable in the currency selected during the Account
registration process. If the Customer wishes to pay Charges using an
alternative currency option, as may be offered by Wolff on the Site, it must
register a separate and additional Account. |
| 9.3 |
Wolff shall notify the Customer as soon as reasonably practical of any
typographical errors in Charges stated on the Site in respect of any
outstanding Customer Order for Products or Services. The Customer will have the
option to reconfirm its Order at the correct pricing level or cancel its Order.
If the Customer cancels its Order it shall be entitled to a refund in
accordance with Clause 12. |
| 9.4 |
Product and Service Charges will vary on a regular basis and Customers should
review the prices stated during the Order Process to confirm the applicable
Charges. |
| 10. |
STANDARD ACCOUNT: PAYMENT |
| |
Charges for Products and Services ordered using a Standard Account are due and
payable at the time of placing the applicable Order. |
| 11.
|
TAXES |
| 11.1 |
The Customer is responsible for payment of any applicable Taxes due in respect
of the Products and Services supplied to it (regardless of whether Taxes are
indicated as payable during the course of the Order Process). The Customer may
be contacted by Wolff subsequent to placing an Order requiring the payment of
Taxes found to be due on an Order. |
| 11.2 |
In the event that the Customer provides inaccurate, incomplete or misleading
Taxes-related information during the Account registration process then,
notwithstanding that Taxes may not have been payable had accurate and complete
information been provided, the Customer may be required to pay Taxes (by way of
a deduction or requirement for further payment) in addition to the net Product
and Service Charges. |
| 12. |
REFUNDS |
| 12.1 |
Where these Terms provide for a refund of Charges, the refund will be made by
way of a credit applied to the Customer's Account. This credit may be used by
the Customer as payment (either part or whole) for future Product and/or
Service purchases from Wolff. |
| 12.2 |
The Customer may request in writing the return of any credit on its Account.
Wolff reserves the right to charge an administrative fee for processing such
returns to the Customer. |
| 13. |
SUBJECT MATTER UNIDENTIFIED |
| 13.1 |
In the event that a Subject of Enquiry cannot be located or identified despite
the exercise of reasonable endeavours by the relevant Supplier (a 'no-trace'
Order), the Customer remains liable for payment of the Charges in respect of
those Products and Services. |
| 13.2 |
To the extent that Suppliers do not charge Wolff their full charges in respect
of a 'no-trace' Order because the subject matter was not located or identified,
Wolff shall provide the Customer with a corresponding proportionate refund in
the Charges for that Order in accordance with Clause 12. |
| 14. |
ON-FILE OPTION / OFF-LINE OPTION / NONE OPTION |
| 14.1
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The On-File Option is a facility offered as part of the Order Process whereby
certain Products may be available on a preferential Charge and/or Delivery Mode
due to the potential ready availability of such Products. However, such
availability cannot be guaranteed by Wolff.
|
| 14.2
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In order to provide for where an ordered Product is found not to be available
on the On-File Option basis, the Customer will as part of the Order Process
select an alternative Delivery Mode option comprising either:
|
| 14.2.1 |
one of the Off-Line Options (“Normal”, Express” or “Flash” as available); or
|
| 14.2.2 |
a None Option.
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| 14.3
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In the event that a Customer selects the On-File Option the Customer, on
ordering, must pay:
|
| 14.3.1 |
the Charges for either the On-File Option or the Off-Line Option selected by
the Customer (whichever is the greater amount), if an alternative Delivery Mode
option other than the None Option was selected; or
|
| 14.3.2 |
the Charges for the On-File Option, if the None Option was selected.
|
| 14.4
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If the Product is available on the On-File Option basis:
|
| 14.4.1 |
the relevant Delivery Mode shall be as applicable to the On-File Option basis;
and
|
| 14.4.2 |
where the Customer paid Charges in accordance with the Off-Line Option pursuant
to Clause 14.3.1 a credit for the difference in Charges between that Off-Line
Option Charge and the On-File Option Charge shall be provided to the Customer
as a refund in accordance with Clause 12 (otherwise no Charges credit shall be
due to the Customer).
|
| 14.5
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If the Product is not available on the On-File Option basis:
|
| 14.5.1 |
where the Customer selected an Off-Line Option as its alternative Delivery
Mode:
|
| (a)
|
the relevant Delivery Mode shall be as applicable to the selected Off-Line
Option; and
|
| (b)
|
if the Customer paid Charges in accordance with the On-File Option pursuant to
Clause 14.3.1, a credit for the difference in Charges between that On-File
Option Charge and the selected Off-Line Option Charge shall be provided to the
Customer as a refund in accordance with Clause 12 (otherwise no Charges credit
shall be due to the Customer);
|
| 14.5.2 |
where the Customer selected the None Option as its alternative Delivery Mode:
|
| (a) |
no Products or Service will be provided; and
|
| (b) |
a full credit for the Charges paid by the Customer pursuant to Clause 14.3.2
will be credited to the Customer's Account as a refund in accordance with
Clause 12.
|
| 15. |
INTELLECTUAL PROPERTY
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| 15.1
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All intellectual property rights in the Products and anything else produced in
performing the Services shall be retained by Wolff and/or its licensors.
|
| 15.2
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The Customer shall have the right to use the Products (including the
intellectual property rights therein) to the extent necessary for the use and
reproduction of the Products in accordance with these Terms (including in
accordance with the parameters of permitted use set out Clause 4.3).
|
| 15.3
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The Customer must not alter or otherwise suppress any proprietary markings
contained in the Products and must reproduce such markings in any permitted
copies of the Products.
|
| 16.
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CONFIDENTIALITY |
| 16.1
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Information exchanged by the Parties in relation to the Site, the Products
and/or Services must be treated as confidential and not disclosed unless
permitted in accordance with this Clause 16.
|
| 16.2
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Each Party is permitted to disclose information received from the other Party
to the extent such disclosure is strictly required:
|
| 16.2.1 |
to enable each Party to comply with its obligations and exercise its rights as
set out in these Terms;
|
| 16.2.2 |
for the instruction of Suppliers in the provision of Products and Services;
|
| 16.2.3 |
for the administration of the Site and the Customer's Account;
|
| 16.2.4 |
by any applicable law or by a court, arbitral or administrative tribunal in the
course of proceedings before it;
|
| 16.2.5 |
by any regulatory body acting in the course of its duties; or
|
| 16.2.6 |
in order to give proper instructions to any professional adviser of that Party
who also has an obligation to keep such information confidential.
|
| 16.3
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A Party may disclose information received from the other Party to the extent
that such disclosure is authorised in writing by the other Party (including
where the Customer has agreed to the disclosure of its identity and/or other
details during the Order Process).
|
| 16.4
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The following is not information subject to Clause 16.1:
|
| 16.4.1 |
information which is in or which comes into the public domain otherwise than by
reason of a breach of these Terms or of any other duty of confidentiality
relating to that information;
|
| 16.4.2 |
information obtained from a third party without that third party being under an
obligation (express or implied) to keep the information confidential;
|
| 16.4.3 |
information which was already in the lawful possession of a receiving Party or
was subsequently independently developed without reference to the other
Party's information and in respect of which that Party is not under an
existing obligation of confidentiality.
|
| 16.5
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Where a Party discloses information to its agents, officers and/or contractors
in accordance with this clause, the disclosing Party shall be responsible for
ensuring that such recipient parties comply with the provisions of this clause
and the disclosing Party shall be liable in the event of any failure by those
recipient parties to comply with these provisions.
|
| 16.6
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Wolff shall not be responsible in circumstances where, despite Wolff complying
with this clause, a third party is able to extrapolate or otherwise indirectly
determine information concerning an Order or Customer.
|
| 17.
|
DATA PROTECTION |
| 17.1
|
The Customer agrees that it is a Data Controller in respect of any Customer
Personal Data Processed in connection with the production of the Products and
performance of the Services ordered by it. The Customer appoints Wolff to
act as a Data Processor in respect of such processing and agrees that Wolff may
appoint sub-Data Processors on its behalf.
|
| 17.2
|
The instructions given by the Customer in respect of the Customer Personal Data
shall at all times be in accordance with the laws of the United Kingdom.
|
| 17.3
|
Wolff agrees that: |
| 17.3.1 |
it shall only Process Customer Personal Data in accordance with the Customer's
instructions from time to time;
|
| 17.3.2 |
it has appropriate operational, technological and staff training processes and
procedures in place to safeguard against any unauthorised access, loss,
destruction, theft, use or disclosure of the Customer Personal Data;
|
| 17.3.3 |
it will on reasonable notice demonstrate to the Customer that it is complying
with the requirements of this clause.
|
| 17.4
|
The Customer agrees to comply with the requirements of the Data Protection Act
1998 and any other applicable data protection or privacy laws in respect of the
Customer Personal Data and its use thereof. The Customer will indemnify
Wolff and hold it harmless against any and all damage, losses, costs, claims
and expenses (including legal costs) which Wolff may incur arising out of any
breach of such laws by the Customer.
|
| 17.5
|
Wolff or its business partners may contact the Customer (or its named
representatives), directly or via it agents, by mail, telephone fax, email or
other electronic messaging service with offers of goods and services that may
be of interest to the Customer and with details of other organisations goods
and services. By providing Wolff with its personal details (or
those of its named representatives) and fax number, telephone numbers or email
address the Customer consents to its information being used for the purposes
set out in the Privacy Statement including marketing by the above methods and
agrees that it has authority to give consent on behalf of its named
representatives. The Customer can indicate if it does not want to
receive marketing information from Wolff or its business partners on
registration for an Account. |
| 18.
|
USE OF THE SITE, PRODUCTS AND SERVICES: GENERAL |
| 18.1
|
The Customer shall only use its Account and its Passwords to:
|
| 18.1.1 |
consider and Order the Products and Services; and
|
| 18.1.2 |
control the features of the Customer's Account,
|
| 18.1.3 |
on its own behalf and in a manner compliant with these Terms.
|
| 18.2
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The Customer must not use the Site, its Account, its Passwords, the Products
and/or Services for any purpose which:
|
| 18.2.1 |
is prohibited by or contrary to any law or regulation in the United Kingdom or
any other jurisdiction;
|
| 18.2.2 |
is libellous, obscene, offensive, insulting, threatening, hateful, harmful,
defamatory or indecent;
|
| 18.2.3 |
infringes Wolff's or any third party’s copyright, trade marks or other
intellectual property or other proprietary rights or rights in respect of
personal data and privacy;
|
| 18.2.4 |
is in breach of any duties of confidentiality; or 18.2.5 could place Wolff at
the risk of prosecution or civil action or cause Wolff embarrassment or loss of
reputation.
|
| 18.3
|
In addition to these Terms, the Customer acknowledges and agrees that in using
the Site and its Account it is subject to and shall comply with the Conditions
of Use.
|
| 18.4
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Wolff makes no warranties or representations in respect of and is not
responsible for any sites or materials linked to or from the Site. The
Customer shall not create links to the Site other than to the Site's homepage.
|
| 19. |
PASSWORDS |
| 19.1 |
The Customer shall maintain the confidentiality of the Passwords issued to it
and prevent unauthorised use of those Passwords.
|
| 19.2
|
If the Customer believes that:
|
| 19.2.1 |
the confidentiality of its Passwords has or may be compromised; and/or
|
| 19.2.2 |
its Passwords or Account have been or may be used without its authorisation, it
shall notify Wolff immediately.
|
| 19.3
|
Wolff may from time to time cancel Passwords and issue the Customer with
replacements.
|
| 20.
|
TERMINATION |
| 20.1
|
Customer Account |
| 20.1.1 |
Wolff may terminate a Customer Account:
|
| (a)
|
at any time on 30 days notice to the Customer;
|
| (b)
|
by notice with immediate effect where the Customer materially breaches any of
these Terms or in the event of the insolvency, bankruptcy, administration (or
similar arrangement) of the Customer; or
|
| (c)
|
with immediate effect where no Order has been placed in respect of the Account
for a period of 12 months.
|
| 20.2
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Contracts
|
| 20.2.1 |
Wolff may terminate Contracts by notice with immediate effect:
|
| (a)
|
at its discretion if the Customer's Account is terminated (within a period of
15 days of such Account termination); or
|
| (b)
|
where the Customer materially breaches any of these Terms or in the event of
the insolvency, bankruptcy, administration (or similar arrangement) of the
Customer.
|
| 20.2.2 |
The Customer may terminate a Contract by notice with immediate effect where
Wolff materially breaches any of these Terms in respect of the Contract or in
the event of the insolvency, bankruptcy, administration (or similar
arrangement) of Wolff.
|
| 21.
|
CONSEQUENCES OF TERMINATION |
| 21.1
|
Customer Account |
| |
In the event of termination of the Customer's Account:
|
| 21.1.1 |
the Customer is no longer permitted to use the Account;
|
| 21.1.2 |
Passwords must be deleted or destroyed by the Customer;
|
| 21.1.3 |
any remaining credit will:
|
| (a)
|
be returned to the Customer, following its written request, if the Customer's
Account is terminated in accordance with 20.1.1(a) or 20.2.2; or
|
| (b)
|
be retained by Wolff by way of administration charge.
|
| 21.2
|
Contract |
| |
In the event of termination of a Contract, outstanding Charges (if any) will
continue to be due and payable by the Customer.
|
| 21.3
|
General |
| |
Termination of the Customer's Account or a Contract shall not prejudice:
|
| 21.3.1 |
any right, action or remedy which shall already have accrued; or
|
| 21.3.2 |
provisions of these Terms which by their nature are intended to continue in
effect after such termination (including Clauses 8, 9, 10, 11, 13, 15, 16, 17,
18, 19, 22, 23 and 24).
|
| 22. |
LIMITATION OF LIABILITY |
| 22.1 |
THE AGGREGATE LIABILITY OF WOLFF AND ITS RELEVANT SUPPLIER(S) TO THE CUSTOMER IN RESPECT OF EACH CONTRACT IS
LIMITED TO THE TOTAL AMOUNT OF CHARGES PAID OR PAYABLE BY THE CUSTOMER IN
RESPECT OF THE CONTRACT CONCERNED.
|
| 22.2
|
WOLFF'S AGGREGATE LIABILITY TO THE CUSTOMER IN RESPECT OF THE CUSTOMER'S USE
OF THE SITE, ITS ACCOUNT AND ANY AND ALL PRODUCTS AND SERVICES ORDERED BY THE
CUSTOMER SHALL BE LIMITED TO AN AGGREGATE OF ALL CHARGES PAID OR PAYABLE BY THE
CUSTOMER TO WOLFF UNDER THE CUSTOMER'S ACCOUNT.
|
| 22.3
|
NOTWITHSTANDING THE ABOVE PROVISIONS, NEITHER WOLFF NOR ITS SUPPLIERS SHALL BE LIABLE TO THE CUSTOMER
FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF
GOODWILL OR INJURY TO REPUTATION, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA,
LOSSES SUFFERED BY THIRD PARTIES OR INDIRECT, CONSEQUENTIAL OR SPECIAL LOSS OR
DAMAGE.
|
| 22.4
|
THE CUSTOMER ACKNOWLEDGES AND AGREES THAT:
|
| 22.4.1 |
THE ACCURACY OF THE PRODUCTS AND SERVICES CANNOT BE GUARANTEED
ABSOLUTELY. WHILE WOLFF AND ITS SUPPLIERS MAY TAKE STEPS TO MAINTAIN THE
ACCURACY OF THEIR DATABASES AND SOURCES, IT WOULD BE PROHIBITIVELY EXPENSIVE
FOR WOLFF AND ITS SUPPLIERS TO VERIFY THE ACCURACY OF ALL RELEVANT DATA;
|
| 22.4.2 |
THE PREDICTIONS OF SYSTEMS TO ASSESS CREDITWORTHINESS, FRAUD OR INSURANCE RISKS
CANNOT BE GUARANTEED ABSOLUTELY; AND
|
| 22.4.3 |
INFORMATION PROVIDED TO THE CUSTOMER ONLY REPRESENTS THE STATUS AS AT THE TIME
OF PRODUCT PRODUCTION OR SERVICE PERFORMANCE (AS APPLICABLE) AND CIRCUMSTANCES
MAY SUBSEQUENTLY CHANGE.
|
| 22.5
|
ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, STATUTORY
OR OTHERWISE) NOT SET OUT IN WRITING IN THESE TERMS (EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED AT LAW.
|
| 22.6
|
NOTHING IN THESE TERMS SHALL SERVE TO LIMIT LIABILITY FOR (I) DEATH OR PERSONAL
INJURY RESULTING FROM NEGLIGENCE; OR (II) FRAUD. |
| 23. |
FORCE MAJEURE
|
| |
WOLFF SHALL NOT BE LIABLE FOR ANY BREACH OF THESE TERMS WHERE SUCH BREACH IS
CAUSED BY EVENTS OUTSIDE ITS REASONABLE CONTROL (INCLUDING NON-DELIVERY OF
PRODUCTS ARISING DUE TO THE FAILURE OF THIRD PARTY CARRIERS).
|
| 24. |
INDEMNITY
|
| |
The Customer shall indemnify Wolff and its Suppliers and hold them harmless against any and all
damage, losses, costs, claims and expenses (including legal costs) arising from
the Customer's breach of these Terms.
|
| 25. |
VARIATIONS |
| 25.1 |
Wolff reserves the right to vary the Products and Services offered on the Site
at any time. Customers should refer to the Site to determine the Products
and Services available at that time.
|
| 25.2
|
Wolff may change these Terms at any time. Any changes will take effect on
the date they are posted on the Site and will apply to any Orders placed after
that date.
|
| 25.3
|
Save to the extent provided for in Clause 25.2, any variation of these Terms
would need to be agreed in writing by Wolff and the Customer.
|
| 26.
|
ASSIGNMENT |
| 26.1
|
The Customer shall not be entitled to assign any Contract without Wolff's
consent.
|
| 26.2
|
Use of the Customer's Account may not be transferred to another Party under any
circumstances.
|
| 27.
|
ENTIRE AGREEMENT |
| 27.1
|
These Terms, the Conditions of Use and the information confirmed as part of the
Account registration process and each applicable Order Process set out the
entire basis for contracting between the Parties.
|
| 27.2
|
Terms and conditions supplied or made available by the Customer shall not be
effective between the Parties unless expressly agreed in writing by Wolff.
|
| 27.3
|
The Customer acknowledges and agrees that in using the Site, registering an
Account and entering into a Contract it will not rely upon any statement of
fact or opinion, representation, warranty or understanding (whether negligently
or innocently made) of any person other than as expressly set out in the
sources noted in Clause 27.1.
|
| 28.
|
SEVERANCE |
| |
In the event that any of the terms, conditions or provisions in these Terms are
determined invalid, unlawful or unenforceable to any extent, such term,
condition or provision shall be severed from the remaining terms, conditions
and provisions which shall continue to be valid to the fullest extent permitted
by law.
|
| 29.
|
WAIVER |
| |
No forbearance or delay by a Party in enforcing their rights will prejudice or
restrict the rights of that Party, and no waiver of any such rights or of any
breach of any contractual terms will be deemed to be a waiver of any other
right or of any later breach.
|
| 30.
|
COMMUNICATIONS
|
| 30.1
|
Any notice given under or in relation to these Terms shall be in writing and
signed by or on behalf of the Party giving it and shall be served:
|
| 30.1.1 |
by delivering it personally or by sending it by pre-paid first class post, or
recorded delivery or registered post;
|
| 30.1.2 |
by facsimile transmission; or
|
| 30.1.3 |
by e-mail, provided that the requirement for the notice to be signed will not
apply to notices served by e-mail, to the address indicated during the Account
registration procedure (for the Customer) or as indicated in the "Contact"
section of the Site (for Wolff) or, in the event that another address has been
notified by a Party in accordance with and making specific reference to this
clause, to that other address.
|
| 30.2
|
Any such notice shall be deemed to have been received:
|
| 30.2.1 |
if delivered personally, at the time of delivery;
|
| 30.2.2 |
in the case of pre-paid first class post or recorded delivery or registered
post, 48 hours from the date of posting if from and to an address in the United
Kingdom or Northern Ireland and five days from the date of posting if from or
to an address elsewhere;
|
| 30.2.3 |
in the case of facsimile transmission at the time the transmission was sent
provided evidence of transmission is retained and a copy is sent by post within
24 hours of the time of transmission; and
|
| 30.2.4 |
in the case of e-mail at the time that the e-mail enters the information
systems of the intended recipient, provided that no error message indicating
failure to deliver has been received by the sender, provided that if deemed
receipt occurs before 9am on a Business Day the notice will be deemed to have
been received at 9am on that day, and if deemed receipt occurs after 5pm on a
Business Day, or on a day which is not a Business Day, the notice will be
deemed to have been received at 9am on the next Business Day.
|
| 31.
|
THIRD PARTY RIGHTS |
| |
Nothing in these Terms is intended to confer a benefit on or be enforceable by
any person who is not a Party, whether under the Contracts (Rights of Third
Parties) Act 1999 or otherwise.
|
| 32.
|
GOVERNING LAW AND JURISDICTION |
| |
These Terms, the Customer's use of the Site and its Account and any Contract
shall be governed by and interpreted in accordance with the laws of England and
shall be subject to the exclusive jurisdiction of the English Courts.
|
| 33.
|
DEFINITIONS AND INTERPRETATION |
| 33.1
|
Definitions used in these Terms shall have the following meanings (unless the
context otherwise requires):
|
| |
|
| "Account"
|
an account set up by Customers on the Site in order to enable the ordering of
Products and Services;
|
| "Business Day"
|
any day which is not a Saturday, a Sunday or a public holiday in England;
|
| "Charges"
|
the Charges payable for the Products and Services;
|
| "Conditions of Use"
|
the Site terms (found at [www.wolffworldwide.com/disclaimers]),
the Data Protection Notice (displayed as part of the Account registration
process), the Copyright Notice (found at [www.wolffworldwide.com/copyright])
and the Privacy Statement (found at [www.wolffworldwide.com/privacy]);
|
| "Contract"
|
a separate contractually binding agreement between Wolff and the Customer which
shall arise where Wolff accepts an Order from the Customer;
|
| "Customer"
|
the party on whose behalf the Account has been opened as detailed in the
Account registration process;
|
| "Customer Personal Data"
|
any personal data (as defined in the Data Protection Act 1998)
(i) Processed in producing the Products or performing the Services ordered by
the Customer; and/or (ii) supplied by the Customer which relates to the subject
matter of the Products and Services ordered by the Customer;
|
| "Data Controller" |
has the meaning set out in the Data Protection Act 1998;
|
| "Data Processor"
|
has the meaning set out in the Data Protection Act 1998;
|
| "Delivery Mode"
|
method, format and timescale for delivery of the Products and Services;
|
| "Monitoring Service"
|
the Service, as further described on the Site, which involves the
provision to the Customer of information regarding selected types of changed
events relating to a Subject of Enquiry;
|
| "None Option"
|
option, which may be offered during the Order Process, for the cancellation of
an Order if the relevant Product and/or Service is not available on the On-File
Option basis;
|
| "Off-Line Option"
|
purchase option, which may be offered during the Order Process, for Products
which need to be specially commissioned from Suppliers (this option will be
further divided into sub- options including "Normal", "Express" and "Flash" as
available);
|
| "On-File Option"
|
purchase option, which may be offered during the Order Process, for Products
potentially obtainable from a Supplier’s existing information database;
|
| "Order"
|
an order for Products and/or Services submitted by the Customer;
|
| "Order Process"
|
a process for ordering Products and/or Services ("Order Processes" shall be
construed accordingly);
|
| "Party"
|
Wolff or the Customer ("Parties" shall be construed accordingly);
|
| "Passwords" |
the user name and password issued to the Customer in respect of its Account;
|
| "Processed" |
has the meaning set out in the Data Protection Act 1998;
|
| "Products" |
the information products, including reports, documents and other deliverables
either, |
| |
(i) listed on the Site as pre-defined products; or
|
| |
(ii) produced for the Customer pursuant to the performance of contracted
Services;
|
| "Services"
|
services ordered from Wolff by the Customer in respect of which Charges are due
(including the Monitoring Services);
|
| "Site"
|
www.wolffworldwide.com;
|
| "Standard Account"
|
an account permitting the ordering of Products and Services on concurrent
payment for such Products and Services, as further described on the Site;
|
| "Subject of Enquiry"
|
the business entity that is the subject of enquiry stipulated in the Order for
a Product and/or Service;
|
| "Suppliers"
|
those third party suppliers that produce the Products and perform Services, as
detailed on the Site;
|
| "Supplier Conditions"
|
those Supplier terms and conditions for which a link is provided as part of the
applicable Product and Service information on the Site;
|
| "Taxes"
|
VAT and any other applicable taxes or similar charges which are payable in
respect of the purchase of the Products and Services (as at the prevailing
rates from time to time);
|
| "Terms"
|
these terms and conditions;
|
| "Wolff" |
has the meaning given in the introduction to these Terms.
|
|
| |
|
| |
|
| 33.2
|
The following rules of interpretation shall apply in respect of these Terms:
|
| 33.2.1 |
The headings are inserted for convenience only and shall not affect their
construction or interpretation.
|
| 33.2.2 |
References to Clauses are, unless otherwise stated, references to the clauses
of these Terms.
|
| 33.2.3 |
Words importing the singular include the plural and vice versa.
|
| 33.2.4 |
Words importing a gender shall include all genders.
|
| 33.2.5 |
Reference to any statute, statutory provision or statutory instrument includes
a reference to that statute, statutory provision or statutory instrument
together with all rules and regulations made under it or them as from time to
time amended consolidated or re-enacted.
|
| 33.2.6 |
Any phrase introduced by the terms "including", "include", "in particular" or
any similar expression will be construed as illustrative and the words
following any of those terms will not limit the sense of the words preceding
those terms.
|
|
|
|
Professional Customer
|
(355KB)
|
|
PROFESSIONAL ACCOUNT TERMS
|
|
The following Terms relate to the sale and supply of goods and services by
Wolff Worldwide Limited (a company registered with Companies House in England
under company number 049442180 whose registered office is at Stuart House, 55
Catherine Place, London, SW1E 6DY, England) ("Wolff").
The Customer should read these Terms carefully before deciding whether to
proceed with the Account registration process and is strongly advised to
re-read these Terms prior to submitting any Order for the Products and Services
offered by Wolff.
By registering for an Account with Wolff the Customer agrees to be bound by
these Terms in respect of the matters described in the Terms (including the
Order of Products and Services).
If the Customer does not wish to be bound by these Terms it should not complete
the Account registration process and should not place any Orders for Products
or Services.
These Terms may be varied from time to time and the Customer should refer to
Clause 29 below regarding the effect of such variations. Definitions of
capitalised words used in these Terms and rules for interpreting these Terms
are set out in Clause 37 below.
|
| 1.
|
THE TERMS |
| 1.1
|
These Terms shall apply to and govern:
|
| 1.1.1
|
the Customer's ordering of Products and Services;
|
| 1.1.2
|
the supply of Products and Services by Wolff to the Customer;
|
| 1.1.3
|
all other use by the Customer of its Account and the Site.
|
| 2.
|
ORDER PROCESSES
|
| |
If the Customer wishes to place an Order it shall do so using the automated or
non-automated Order Processes set out on the Site (this may include the
completion of elements of the Order Process by Wolff acting on the Customer's
behalf in accordance with the Customer's instructions).
|
| 3.
|
ACCEPTANCE OF ORDERS |
| 3.1
|
Notwithstanding:
|
| 3.1.1
|
that Charges are due and payable at the time of submitting an Order;
|
| 3.1.2
|
that Wolff may send the Customer correspondence acknowledging an Order; and
|
| 3.1.3
|
any other provisions of these Terms, Wolff shall not be deemed to have accepted
an Order until (as applicable):
|
| 3.1.4
|
the relevant Products are despatched to the Customer; or
|
| 3.1.5
|
the relevant Services are performed, and Wolff reserves the right to refuse
Orders at its own discretion (in such circumstances the Customer will be
entitled to a refund in accordance with Clause 16).
|
| 3.2
|
Save to the extent provided in Clause 3.3 and in Clause 9.5, Customers shall
not be entitled to cancel Orders once submitted.
|
| 3.3
|
Customers may cancel an Order by written notice within 24 hours of submitting
that Order, provided:
|
| 3.3.1
|
the Customer had selected the Off-Line Option for that Order;
|
| 3.3.2
|
the Off-Line Option delivery timescale for that Order is greater than 24 hours;
and
|
| 3.3.3
|
the notice of cancellation is received by Wolff within the 24 hour period.
If the Customer cancels its Order in accordance with the above conditions it
shall be entitled to a refund in accordance with Clause 16. After the 24
hour period the Customer will no longer be entitled to cancel its Order in
accordance with this Clause 3.3 and shall not be entitled to a refund.
|
| 4.
|
THE PRODUCTS
|
| 4.1
|
Product Identity |
| 4.1.1
|
The Products to be delivered to the Customer are as selected by the Customer
during the Order Process.
|
| 4.1.2
|
Any samples, drawings, descriptive matter, specifications and advertising
either displayed on or supplied through the Site are by way of general guide
only to the nature of the Products which may be purchased.
|
| 4.2
|
Product Delivery |
| 4.2.1
|
The Products are delivered to the Customer using the Delivery Mode selected by
the Customer during the Order Process.
|
| 4.2.2
|
Wolff will use its reasonable endeavours to deliver the Products within the
Delivery Mode timescale. However, there are a substantial number of
factors which may affect delivery time (many of which are outside the control
of Wolff) so time shall not be of the essence.
|
| 4.2.3
|
Wherever possible (without Wolff incurring additional third party charges) a
copy of all Products delivered to the Customer shall be made available to the
Customer in the "Historical Orders" section of the Site for 90 days from the
delivery date of those Products.
|
| 4.3
|
Use of the Products |
| 4.3.1
|
Customers must only use the Products for their internal business purposes in
determining the suitability of granting credit terms, assessing or
corroborating legal, corporate, operational and/or financial facts or assessing
the suitability of conducting bona-fide business relations with the Subject of
Enquiry.
|
| 4.3.2
|
Customers may not use the Products for:
|
| (a)
|
determining eligibility for credit or insurance which specifically relates to
personal, family or household matters;
|
| (b)
|
establishing eligibility or appropriateness for employment; and/or
|
| (c)
|
unfair or deceptive practices.
|
| 4.3.3
|
Customers must only purchase, commission and use Products where they have a
legitimate business interest and the Customer hereby warrants that it has such
legitimate interests.
|
| 4.3.4
|
Customers must only use the Products within the permitted scope of the
restrictions and prohibitions set out in the Supplier Conditions.
|
| 4.3.5
|
Customers shall not engage in or permit the re-supply or re-sale of the
Products purchased by them or use such Products to provide a service equivalent
or substantially similar to that provided to the Customer by Wolff.
|
| 4.3.6
|
Save to the extent that further copying is strictly necessary for the use of
the Products by the Customer, the Customer shall only retain a single copy of
the Products it receives.
|
| 4.3.7
|
Customers are responsible for ensuring the Products ordered are appropriate for
their intended use and must not rely on the Products as the sole basis for
decisions or as a substitute for the exercise of proper judgment.
|
| 5.
|
THE SERVICES |
| 5.1
|
Any deliverables to be provided by Wolff to the Customer pursuant to the
Services shall be treated as Products for the purposes of these Terms and any
Contract between the Parties.
|
| 5.2
|
Customers must only purchase or commission Services where they have a
legitimate business interest and the Customer hereby warrants that it has such
legitimate interests.
|
| 6.
|
PRODUCT AND SERVICE QUALITY
|
| |
Wolff will provide the Products and the Services using reasonable skill and
care (including exercising its professional judgment in selecting Suppliers).
|
| 7.
|
ANCILLARY SERVICES |
| |
Any support service or other advice (e.g. the "Ask our Expert" service) offered
by Wolff in relation to the Products, the Services or the Site, which does not
comprise a Service itself, does not create a contractual commitment by Wolff to
the Customer. Such ancillary services are provided on an 'as is' basis
and Wolff excludes all liability for such services to the fullest extent
permitted by law.
|
| 8.
|
CUSTOMER OBLIGATIONS |
| 8.1
|
The Customer shall provide such information and assistance as is reasonably
required by Wolff and the Suppliers for provision of the Products and the
performance of the Services. This may include the provision of evidence
to demonstrate a legitimate business interest in respect of the Products and
Services ordered.
|
| 8.2
|
Where additional information must be sought from the Customer due to the
Customer's provision of inaccurate, incomplete or misleading Order information
there is a risk that Suppliers may levy additional charges for subsequent work
in respect of that Order. While Wolff shall use its reasonable endeavours
to reduce the scope for such additional charges being incurred, the Customer
shall be responsible for such charges in addition to the Charges already
paid.
|
| 9.
|
CHARGES |
| 9.1
|
Charges applicable to the Products and Services are as stated during the Order
Process (subject to any additional charges that may be due in accordance with
these Terms).
|
| 9.2
|
The Charges are payable in the currency selected during the Account
registration process. If the Customer wishes to pay Charges using an
alternative currency option, as may be offered by Wolff on the Site, it must
register a separate and additional Account.
|
| 9.3
|
The Charges for Products and Services ordered using a Professional Account are
due and payable by way of a deduction from the Customer's Account credit
balance at the time of placing an Order. This deduction shall be subject
to any Account Discount due to the Customer in accordance with Clause 11.
|
| 9.4
|
Where the Charges for an Order exceed the credit balance remaining on the
Customer's Account, Wolff may, with or without notice to the Customer, delay
processing the Order until the Customer adds sufficient credit to its Account.
|
| 9.5
|
Wolff shall notify the Customer as soon as reasonably practical of any
typographical errors in Charges stated on the Site in respect of any
outstanding Customer Order for Products or Services. The Customer will
have the option to reconfirm its Order at the correct pricing level or cancel
its Order. If the Customer cancels its Order it shall be entitled to a
refund in accordance with Clause 16.
|
| 9.6
|
Product and Service Charges will vary on a regular basis and Customers should
review the prices stated during the Order Process to confirm the applicable
Charges.
|
| 10.
|
TAXES |
| 10.1
|
The Customer is responsible for payment of any applicable Taxes due in respect
of the Products and Services to be supplied to it (regardless of whether Taxes
are indicated as payable during the course of the Order Process). Wolff
may deduct further amounts from the Customer's Account credit balance or
require further payment from the Customer to cover payment of Taxes found to be
due on an Order.
|
| 10.2
|
In the event that the Customer provides inaccurate, incomplete or misleading
Taxes-related information during the Account registration process then,
notwithstanding that Taxes may not have been payable had accurate and complete
information been provided, the Customer may be required to pay Taxes (by way of
a deduction or requirement for further payment) in addition to the net Product
and Service Charges.
|
| 10.3
|
The point of taxation for Account pre-payments and Top-Ups (as described below)
is the time of payment of such sums by the Customer for crediting to its
Account.
|
| 10.4
|
Any amount paid into or transferred to a Customer's Account represents a gross
amount, so any Taxes due in respect of Products and/or Services ordered by the
Customer shall also be deducted from the amount credited to the Customer's
Account.
|
| 11.
|
ACCOUNT SET-UP AND DISCOUNT |
| 11.1
|
As part of the Account registration process the Customer must select a level of
pre-paid credit for its Account and pay that amount to Wolff.
|
| 11.2
|
A corresponding rate of discount is provided to reflect the Customer's selected
pre-payment for its Account (the "Account Discount"). The level of
Account Discount is as indicated during the Account registration process for
that Account.
|
| 11.3
|
In making deductions from the Customer's Account to pay Charges the Account
Discount shall be applied to calculate the amount of actual Charges deducted by
Wolff.
|
| 11.4
|
The Account Discount is valid for Orders accepted by Wolff in respect of the
Account within 12 months of the Account Opening Date. At any time from
the end of 12 months after the Account Opening Date until the end of 24 months
after the Account Opening Date an Account credit balance may still be used by
the Customer to purchase Products and Services from Wolff but the Account
Discount will not apply in respect of such purchases.
|
| 12.
|
ACCOUNT TOP-UP AND UPGRADES |
| 12.1
|
Within the first 11 months following the Account Opening Date the Customer may:
|
| 12.1.1
|
add further credit to its Account using the Account 'top-up' process on the
Site (a "Top-Up"). The Customer's Account Discount shall also apply to
Charges deducted against this additional Top-Up credit; and/or
|
| 12.1.2
|
upgrade its Account by adding a higher level of pre-paid credit which entitles
the Customer to an Account upgrade (as described in the Account upgrade process
on the Site) (an "Account Upgrade"). In the event of an Account Upgrade
the Account Discount applied thereafter to that Account shall be as specified
during the Account Upgrade process and not any previously applicable rate.
|
| 12.2
|
For the avoidance of doubt, an Account Upgrade is not possible where the
Customer has the highest grade of account.
|
| 13.
|
ACCOUNT RENEWALS |
| 13.1
|
From the commencement of the twelfth month after the Account Opening Date the
Customer shall not be entitled to Top-Up or upgrade its Account in accordance
with Clause 12 but shall be permitted to renew its Account in accordance with
the Account renewal process on the Site (an "Account Renewal").
|
| 13.2
|
Where Charges are to be deducted against a renewed Account the Account Discount
due shall be as specified in the Account Renewal process and not any previously
applicable rate.
|
| 14.
|
TRANSFER OF ACCOUNT BALANCES |
| 14.1
|
Credit remaining on Accounts may only be transferred by the Customer as
follows:
|
| 14.1.1
|
Any time from the Account Opening Date until the end of 11 months from the
Account Opening Date – A credit balance may be transferred to an upgraded
Account (save that a transferred credit cannot be used as part of the necessary
pre-payment for an Account Upgrade and can only be credited to such an account
in addition to the required pre-payment);
|
| 14.1.2
|
Any time from the start of the twelfth month after the Account Opening Date
until the end of 24 months from the Account Opening Date - A credit balance can
be transferred to a renewed Account (save that a transferred credit cannot be
used as part of the necessary pre-payment for an Account Renewal and can only
be credited to such an account in addition to the required pre-payment);
|
| 14.1.3
|
Any time after the end of 24 months from the Account Opening Date - The credit
balance will be retained by Wolff (the Customer acknowledges and agrees that
this is an appropriate consequence of Wolff making the Account Discount
facility available to the Customer).
|
| 15.
|
ACCOUNT CREDIT |
| 15.1
|
Availability of Account Credit for Orders |
| 15.1.1
|
Any payment of credit to an Account by the Customer, whether by way of an
Account pre-payment (as part of an initial Account registration, an Account
Renewal or an Account Upgrade) or Top-Up, shall not be available to the
Customer for use in respect of Orders until the cleared funds have been
received by Wolff.
|
| 15.1.2
|
Notwithstanding that these Terms shall otherwise continue to apply, an initial
Account registration, an Account Upgrade or an Account Renewal shall not take
effect until the necessary pre-paid and cleared funds have been received by
Wolff.
|
| 15.2
|
Account Opening Date
The initial Account Opening Date is the date of receipt by Wolff of the cleared
pre-payment funds which enable such Account to take effect in accordance with
Clause 15.1.2. In the event of an Account Upgrade or Account Renewal the
Account Opening Date for the purposes of Clauses 11 to 14 (inclusive) shall
thereafter be the date of receipt by Wolff of the cleared funds which enable
such Account Upgrade or Account Renewal.
|
| 16.
|
REFUNDS
|
| |
Where these Terms provide for a refund of Charges, the refund will be made by
way of a credit Top-Up applied to the Customer's Account. This Top-Up
shall be treated under these Terms as if it were a Top-Up made by the Customer
in accordance with Clause 12.1.1.
|
| 17.
|
SUBJECT MATTER UNIDENTIFIED |
| 17.1
|
In the event that a Subject of Enquiry cannot be located or identified despite
the exercise of reasonable endeavours by the relevant Supplier (a 'no-trace'
Order), the Customer remains liable for payment of the Charges in respect of
those Products and Services.
|
| 17.2
|
To the extent that Suppliers do not charge Wolff their full charges in respect
of a 'no-trace' Order because the subject matter was not located or identified,
Wolff shall provide the Customer with a corresponding proportionate refund in
the Charges for that Order in accordance with Clause 16.
|
| 18.
|
ON-FILE OPTION / OFF-LINE OPTION / NONE OPTION |
| 18.1
|
The On-File Option is a facility offered as part of the Order Process whereby
certain Products may be available on a preferential Charge and/or Delivery Mode
due to the potential ready availability of such Products. However, such
availability cannot be guaranteed by Wolff.
|
| 18.2
|
In order to provide for where an ordered Product is found not to be available
on the On-File Option basis, the Customer will as part of the Order Process
select an alternative Delivery Mode option comprising either:
|
| 18.2.1
|
one of the Off-Line Options (“Normal”, Express” or “Flash” as available); or
|
| 18.2.2
|
a None Option.
|
| 18.3
|
In the event that a Customer selects the On-File Option the Customer, on
ordering, must pay:
|
| 18.3.1
|
the Charges for either the On-File Option or the Off-Line Option selected by
the Customer (whichever is the greater amount), if an alternative Delivery Mode
option other than the None Option was selected; or
|
| 18.3.2
|
the Charges for the On-File Option, if the None Option was selected.
|
| 18.4
|
If the Product is available on the On-File Option basis:
|
| 18.4.1
|
the relevant Delivery Mode shall be as applicable to the On-File Option basis;
and
|
| 18.4.2
|
where the Customer paid Charges in accordance with the Off-Line Option pursuant
to Clause 18.3.1, a credit for the difference in Charges between that Off-Line
Option Charge and the On-File Option Charge shall be provided to the Customer
as a refund in accordance with Clause 16 (otherwise no Charges credit shall be
due to the Customer).
|
| 18.5
|
If the Product is not available on the On-File Option basis:
|
| 18.5.1
|
where the Customer selected an Off-Line Option as its alternative Delivery
Mode:
|
| (a)
|
the relevant Delivery Mode shall be as applicable to the selected Off-Line
Option; and
|
| (b)
|
if the Customer paid Charges in accordance with the On-File Option pursuant to
Clause 18.3.1, a credit for the difference in Charges between that On-File
Option Charge and the selected Off-Line Option Charge shall be provided to the
Customer as a refund in accordance with Clause 16 (otherwise no Charges credit
shall be due to the Customer);
|
| 18.5.2
|
where the Customer selected the None Option as its alternative Delivery Mode:
|
| (a)
|
no Products or Service will be provided; and
|
| (b)
|
a full credit for the Charges paid by the Customer pursuant to Clause 18.3.2
will be provided to the Customer as a refund in accordance with Clause 16.
|
| 19.
|
INTELLECTUAL PROPERTY
|
| 19.1
|
All intellectual property rights in the Products and anything else produced in
performing the Services shall be retained by Wolff and/or its licensors.
|
| 19.2
|
The Customer shall have the right to use the Products (including the
intellectual property rights therein) to the extent necessary for the use and
reproduction of the Products in accordance with these Terms (including in
accordance with the parameters of permitted use set out Clause 4.3).
|
| 19.3
|
The Customer must not alter or otherwise suppress any proprietary markings
contained in the Products and must reproduce such markings in any permitted
copies of the Products.
|
| 20.
|
CONFIDENTIALITY |
| 20.1
|
Information exchanged by the Parties in relation to the Site, the Products
and/or Services must be treated as confidential and not disclosed unless
permitted in accordance with this Clause 20.
|
| 20.2
|
Each Party is permitted to disclose information received from the other Party
to the extent such disclosure is strictly required:
|
| 20.2.1
|
to enable each Party to comply with its obligations and exercise its rights as
set out in these Terms;
|
| 20.2.2
|
for the instruction of Suppliers in the provision of Products and Services;
|
| 20.2.3
|
for the administration of the Site and the Customer's Account;
|
| 20.2.4
|
by any applicable law or by a court, arbitral or administrative tribunal in the
course of proceedings before it;
|
| 20.2.5
|
by any regulatory body acting in the course of its duties; or
|
| 20.2.6
|
in order to give proper instructions to any professional adviser of that Party
who also has an obligation to keep such information confidential.
|
| 20.3
|
A Party may disclose information received from the other Party to the extent
that such disclosure is authorised in writing by the other Party (including
where the Customer has agreed to the disclosure of its identity and/or other
details during the Order Process).
|
| 20.4
|
The following is not information subject to Clause 20.1:
|
| 20.4.1
|
information which is in or which comes into the public domain otherwise than by
reason of a breach of these Terms or of any other duty of confidentiality
relating to that information;
|
| 20.4.2
|
information obtained from a third party without that third party being under an
obligation (express or implied) to keep the information confidential;
|
| 20.4.3
|
information which was already in the lawful possession of a receiving Party or
was subsequently independently developed without reference to the other Party's
information and in respect of which that Party is not under an existing
obligation of confidentiality.
|
| 20.5
|
Where a Party discloses information to its agents, officers and/or contractors
in accordance with this clause, the disclosing Party shall be responsible for
ensuring that such recipient parties comply with the provisions of this clause
and the disclosing Party shall be liable in the event of any failure by those
recipient parties to comply with these provisions.
|
| 20.6
|
Wolff shall not be responsible in circumstances where, despite Wolff complying
with this clause, a third party is able to extrapolate or otherwise indirectly
determine information concerning an Order or Customer.
|
| 21.
|
DATA PROTECTION |
| 21.1
|
The Customer agrees that it is a Data Controller in respect of any Customer
Personal Data Processed in connection with the production of the Products and
performance of the Services ordered by it. The Customer appoints Wolff to
act as a Data Processor in respect of such processing and agrees that Wolff may
appoint sub-Data Processors on its behalf.
|
| 21.2
|
The instructions given by the Customer in respect of the Customer Personal Data
shall at all times be in accordance with the laws of the United Kingdom.
|
| 21.3
|
Wolff agrees that:
|
| 21.3.1
|
it shall only Process Customer Personal Data in accordance with the Customer's
instructions from time to time;
|
| 21.3.2
|
it has appropriate operational, technological and staff training processes and
procedures in place to safeguard against any unauthorised access, loss,
destruction, theft, use or disclosure of the Customer Personal Data;
|
| 21.3.3
|
it will on reasonable notice demonstrate to the Customer that it is complying
with the requirements of this clause.
|
| 21.4
|
The Customer agrees to comply with the requirements of the Data Protection Act
1998 and any other applicable data protection or privacy laws in respect of the
Customer Personal Data and its use thereof. The Customer will indemnify
Wolff and hold it harmless against any and all damage, losses, costs, claims
and expenses (including legal costs) which Wolff may incur arising out of any
breach of such laws by the Customer.
|
| 21.5
|
Wolff or its business partners may contact the Customer (or its named
representatives), directly or via it agents, by mail, telephone fax, email or
other electronic messaging service with offers of goods and services that may
be of interest to the Customer and with details of other organisations goods
and services. By providing Wolff with its personal details (or
those of its named representatives) and fax number, telephone numbers or email
address the Customer consents to its information being used for the purposes
set out in the Privacy Statement including marketing by the above methods and
agrees that it has authority to give consent on behalf of its named
representatives. The Customer can indicate if it does not want to
receive marketing information from Wolff or its business partners on
registration for an Account. |
| 22.
|
USE OF THE SITE, PRODUCTS AND SERVICES: GENERAL |
| 22.1
|
The Customer shall only use its Account and its Passwords to:
|
| 22.1.1
|
consider and Order the Products and Services; and
|
| 22.1.2
|
control the features of the Customer's Account, on its own behalf and in a
manner compliant with these Terms.
|
| 22.2
|
The Customer must not use the Site, its Account, its Passwords, the Products
and/or Services for any purpose which:
|
| 22.2.1
|
is prohibited by or contrary to any law or regulation in the United Kingdom or
any other jurisdiction;
|
| 22.2.2
|
is libellous, obscene, offensive, insulting, threatening, hateful, harmful,
defamatory or indecent;
|
| 22.2.3
|
infringes Wolff's or any third party’s copyright, trade marks or other
intellectual property or other proprietary rights or rights in respect of
personal data and privacy;
|
| 22.2.4
|
is in breach of any duties of confidentiality; or
|
| 22.2.5
|
could place Wolff at the risk of prosecution or civil action or cause Wolff
embarrassment or loss of reputation.
|
| 22.3
|
In addition to these Terms, the Customer acknowledges and agrees that in using
the Site and its Account it is subject to and shall comply with the Conditions
of Use.
|
| 22.4
|
Wolff makes no warranties or representations in respect of and is not
responsible for any sites or materials linked to or from the Site. The
Customer shall not create links to the Site other than to the Site's homepage.
|
| 23.
|
PASSWORDS |
| 23.1
|
The Customer shall maintain the confidentiality of the Passwords issued to it
and prevent unauthorised use of those Passwords.
|
| 23.2
|
If the Customer believes that:
|
| 23.2.1
|
the confidentiality of its Passwords has or may be compromised; and/or
|
| 23.2.2
|
its Passwords or Account have been or may be used without its authorisation, it
shall notify Wolff immediately.
|
| 23.3
|
Wolff may from time to time cancel Passwords and issue the Customer with
replacements.
|
| 24.
|
TERMINATION |
| 24.1
|
Customer Account |
| 24.1.1
|
Wolff may terminate a Customer Account:
|
| (a)
|
at any time on 30 days notice to the Customer;
|
| (b)
|
by notice with immediate effect where the Customer materially breaches any of
these Terms or in the event of the insolvency, bankruptcy, administration (or
similar arrangement) of the Customer; or
|
| (c)
|
with immediate effect where no Order has been placed in respect of the Account
for a period of 12 months.
|
| 24.1.2
|
The Customer may terminate its Account by notice with immediate effect where
Wolff materially breaches any of these Terms or in the event of the insolvency,
bankruptcy, administration (or similar arrangement) of Wolff.
|
| 24.2
|
Contracts
|
| 24.2.1
|
Wolff may terminate Contracts by notice with immediate effect:
|
| (a)
|
at its discretion if the Customer's Account is terminated (within a period of
15 days of such Account termination); or
|
| (b)
|
where the Customer materially breaches any of these Terms or in the event of
the insolvency, bankruptcy, administration (or similar arrangement) of the
Customer.
|
| 24.2.2
|
The Customer may terminate a Contract by notice with immediate effect where
Wolff materially breaches any of these Terms in respect of the Contract or in
the event of the insolvency, bankruptcy, administration (or similar
arrangement) of Wolff.
|
| 25.
|
CONSEQUENCES OF TERMINATION |
| 25.1
|
Customer Account |
| |
In the event of termination of the Customer's Account:
|
| 25.1.1
|
the Customer is no longer permitted to use the Account;
|
| 25.1.2
|
Passwords must be deleted or destroyed by the Customer;
|
| 25.1.3
|
any remaining credit will:
|
| (a)
|
be returned to the Customer, following its written request, if the Customer's
Account is terminated in accordance with Clause 24.1.1(a) or Clause 24.1.2; or
|
| (b)
|
be retained by Wolff by way of administration charge.
|
| 25.2
|
Contract |
| |
In the event of termination of a Contract, outstanding Charges (if any) will
continue to be due and payable by the Customer.
|
| 25.3
|
General |
| |
Termination of the Customer's Account or a Contract shall not prejudice:
|
| 25.3.1
|
any right, action or remedy which shall already have accrued; or
|
| 25.3.2
|
provisions of these Terms which by their nature are intended to continue in
effect after such termination (including Clauses 8, 9, 10, 19, 20, 21, 22, 23,
25, 26, 27 and 28).
|
| 26.
|
LIMITATION OF LIABILITY |
| 26.1
|
THE AGGREGATE LIABILITY OF WOLFF AND ITS RELEVANT SUPPLIER(S) TO THE CUSTOMER IN RESPECT OF EACH CONTRACT IS
LIMITED TO THE TOTAL AMOUNT OF CHARGES PAID OR PAYABLE BY THE CUSTOMER IN
RESPECT OF THE CONTRACT CONCERNED.
|
| 26.2
|
WOLFF'S AGGREGATE LIABILITY TO THE CUSTOMER IN RESPECT OF THE CUSTOMER'S USE OF
THE SITE, ITS ACCOUNT AND ANY AND ALL PRODUCTS AND SERVICES ORDERED BY THE
CUSTOMER SHALL BE LIMITED TO AN AGGREGATE OF ALL CHARGES PAID OR PAYABLE BY THE
CUSTOMER TO WOLFF UNDER THE CUSTOMER'S ACCOUNT.
|
| 26.3
|
NOTWITHSTANDING THE ABOVE PROVISIONS, NEITHER WOLFF NOR ITS SUPPLIERS SHALL BE LIABLE TO THE CUSTOMER
FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF
GOODWILL OR INJURY TO REPUTATION, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA,
LOSSES SUFFERED BY THIRD PARTIES OR INDIRECT, CONSEQUENTIAL OR SPECIAL LOSS OR
DAMAGE.
|
| 26.4
|
THE CUSTOMER ACKNOWLEDGES AND AGREES THAT:
|
| 26.4.1
|
THE ACCURACY OF THE PRODUCTS AND SERVICES CANNOT BE GUARANTEED
ABSOLUTELY. WHILE WOLFF AND ITS SUPPLIERS MAY TAKE STEPS TO MAINTAIN THE
ACCURACY OF THEIR DATABASES AND SOURCES, IT WOULD BE PROHIBITIVELY EXPENSIVE
FOR WOLFF AND ITS SUPPLIERS TO VERIFY THE ACCURACY OF ALL RELEVANT DATA;
|
| 26.4.2
|
THE PREDICTIONS OF SYSTEMS TO ASSESS CREDITWORTHINESS, FRAUD OR INSURANCE RISKS
CANNOT BE GUARANTEED ABSOLUTELY; AND
|
| 26.4.3
|
INFORMATION PROVIDED TO THE CUSTOMER ONLY REPRESENTS THE STATUS AS AT THE TIME
OF PRODUCT PRODUCTION OR SERVICE PERFORMANCE (AS APPLICABLE) AND CIRCUMSTANCES
MAY SUBSEQUENTLY CHANGE.
|
| 26.5
|
ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, STATUTORY
OR OTHERWISE) NOT SET OUT IN WRITING IN THESE TERMS (EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED AT LAW.
|
| 26.6
|
NOTHING IN THESE TERMS SHALL SERVE TO LIMIT LIABILITY FOR (I) DEATH OR PERSONAL
INJURY RESULTING FROM NEGLIGENCE; OR (II) FRAUD. |
| 27.
|
FORCE MAJEURE
|
| |
WOLFF SHALL NOT BE LIABLE FOR ANY BREACH OF THESE TERMS WHERE SUCH BREACH IS
CAUSED BY OUTSIDE ITS REASONABLE CONTROL (INCLUDING NON-DELIVERY OF PRODUCTS
ARISING DUE TO THE FAILURE OF THIRD PARTY CARRIERS).
|
| 28.
|
INDEMNITY |
| |
The Customer shall indemnify Wolff and its Suppliers and hold them harmless against any and all
damage, losses, costs, claims and expenses (including legal costs) arising from
the Customer's breach of these Terms.
|
| 29.
|
VARIATIONS |
| 29.1
|
Wolff reserves the right to vary the Products and Services offered on the Site
at any time. Customers should refer to the Site to determine the Products
and Services available at that time.
|
| 29.2
|
Wolff may change these Terms at any time. Any changes will take effect on
the date they are posted on the Site and will apply to any Orders placed after
that date.
|
| 29.3
|
Save to the extent provided for in Clause 29.2, any variation of these Terms
would need to be agreed in writing by Wolff and the Customer.
|
| 30.
|
ASSIGNMENT |
| 30.1
|
The Customer shall not be entitled to assign any Contract without Wolff's
consent.
|
| 30.2
|
Use of the Customer's Account may not be transferred to another Party under any
circumstances.
|
| 31.
|
ENTIRE AGREEMENT |
| 31.1
|
These Terms, the Conditions of Use and the information confirmed as part of the
Account registration, Top-Up, Account Upgrade and Account Renewal processes and
each applicable Order Process set out the entire basis for contracting between
the Parties.
|
| 31.2
|
Terms and conditions supplied or made available by the Customer shall not be
effective between the Parties unless expressly agreed in writing by Wolff.
|
| 31.3
|
The Customer acknowledges and agrees that in using the Site, registering,
crediting, upgrading and renewing an Account and entering into a Contract it
will not rely upon any statement of fact or opinion, representation, warranty
or understanding (whether negligently or innocently made) of any person other
than as expressly set out in the sources noted in Clause 31.1.
|
| 32.
|
SEVERANCE |
| |
In the event that any of the terms, conditions or provisions in these Terms are
determined invalid, unlawful or unenforceable to any extent, such term,
condition or provision shall be severed from the remaining terms, conditions
and provisions which shall continue to be valid to the fullest extent permitted
by law.
|
| 33.
|
WAIVER |
| |
No forbearance or delay by a Party in enforcing their rights will prejudice or
restrict the rights of that Party, and no waiver of any such rights or of any
breach of any contractual terms will be deemed to be a waiver of any other
right or of any later breach.
|
| 34.
|
COMMUNICATIONS
|
| 34.1
|
Any notice given under or in relation to these Terms shall be in writing and
signed by or on behalf of the Party giving it and shall be served:
|
| 34.1.1
|
by delivering it personally or by sending it by pre-paid first class post, or
recorded delivery or registered post;
|
| 34.1.2
|
by facsimile transmission; or
|
| 34.1.3
|
by e-mail, provided that the requirement for the notice to be signed will not
apply to notices served by e-mail, to the address indicated during the Account
registration procedure (for the Customer) or as indicated in the "Contact"
section of the Site (for Wolff) or, in the event that another address has been
notified by a Party in accordance with and making specific reference to this
clause, to that other address.
|
| 34.2
|
Any such notice shall be deemed to have been received:
|
| 34.2.1
|
if delivered personally, at the time of delivery;
|
| 34.2.2
|
in the case of pre-paid first class post or recorded delivery or registered
post, 48 hours from the date of posting if from and to an address in the United
Kingdom or Northern Ireland and five days from the date of posting if from or
to an address elsewhere;
|
| 34.2.3
|
in the case of facsimile transmission at the time the transmission was sent
provided evidence of transmission is retained and a copy is sent by post within
24 hours of the time of transmission; and
|
| 34.2.4
|
in the case of e-mail at the time that the e-mail enters the information
systems of the intended recipient, provided that no error message indicating
failure to deliver has been received by the sender, provided that if deemed
receipt occurs before 9am on a Business Day the notice will be deemed to have
been received at 9am on that day, and if deemed receipt occurs after 5pm on a
Business Day, or on a day which is not a Business Day, the notice will be
deemed to have been received at 9am on the next Business Day.
|
| 35.
|
THIRD PARTY RIGHTS |
| |
Nothing in these Terms is intended to confer a benefit on or be enforceable by
any person who is not a Party, whether under the Contracts (Rights of Third
Parties) Act 1999 or otherwise.
|
| 36.
|
GOVERNING LAW AND JURISDICTION |
| |
These Terms, the Customer's use of the Site and its Account and any Contract
shall be governed by and interpreted in accordance with the laws of England and
shall be subject to the exclusive jurisdiction of the English Courts.
|
| 37.
|
DEFINITIONS AND INTERPRETATION |
| |
Definitions used in these Terms shall have the following meanings (unless the
context otherwise requires
|
| "Account"
|
an account set up by Customers on the Site in order to enable the ordering of
Products and Services;
|
| "Account Discount"
|
a discount applied to Charges payable by Customer, as further described in
Clause 11;
|
| "Account Opening Date"
|
the applicable date as described in Clause 15.2;
|
| "Account Renewal"
|
has the meaning given in Clause 13.1;
|
| "Account Upgrade"
|
has the meaning given in Clause 12.1.2;
|
| "Business Day"
|
any day which is not a Saturday, a Sunday or a public holiday in England;
|
| "Charges"
|
the Charges payable for the Products and Services;
|
| "Conditions of Use"
|
the Site terms (found at [www.wolffworldwide.com/disclaimers]),
the Data Protection Notice (displayed as part of the Account registration
process), the Copyright Notice (found at [www.wolffworldwide.com/copyright])
and the Privacy Statement (found at [www.wolffworldwide.com/privacy]);
|
| "Contract"
|
a separate contractually binding agreement between Wolff and the Customer which
shall arise where Wolff accepts an Order from the Customer;
|
| "Customer"
|
the party on whose behalf the Account has been opened as detailed in the
Account registration process;
|
| "Customer Personal Data"
|
any personal data (as defined in the Data Protection Act 1998)
|
| |
(i) Processed in producing the Products or performing the Services ordered by
the Customer; and/or
|
| |
(ii) supplied by the Customer which relates to the subject matter of the
Products and Services ordered by the Customer;
|
| "Data Controller" |
has the meaning set out in the Data Protection Act 1998;
|
| "Data Processor"
|
has the meaning set out in the Data Protection Act 1998;
|
| "Delivery Mode"
|
method, format and timescale for delivery of the Products and Services;
|
| "Monitoring Service"
|
the Service, as further described on the Site, which involves the provision to
the Customer of information regarding selected types of changed events relating
to a Subject of Enquiry;
|
| "None Option"
|
option, which may be offered during the Order Process, for the cancellation of
an Order if the relevant Product and/or Service is not available on the On-File
Option basis;
|
| "Off-Line Option"
|
purchase option, which may be offered during the Order Process, for Products
which need to be specially commissioned from Suppliers (this option will be
further divided into sub-options including "Normal", "Express" and "Flash" as
available);
|
| "On-File Option"
|
purchase option, which may be offered during the Order Process, for Products
potentially obtainable from a Supplier’s existing information database; "Order"
an order for Products and/or Services submitted by the Customer;
|
| "Order Process"
|
a process for ordering Products and/or Services ("Order Processes" shall be
construed accordingly);
|
| "Party"
|
Wolff or the Customer ("Parties" shall be construed accordingly);
|
| "Passwords" |
the user name and password issued to the Customer in respect of its Account;
|
| "Processed" |
has the meaning set out in the Data Protection Act 1998;
|
| "Products" |
the information products, including reports, documents and other deliverables
either,
|
| |
(i) listed on the Site as pre-defined products; or
|
| |
(ii) produced for the Customer pursuant to the performance of contracted
Services;
|
| "Professional Account"
|
an account permitting the ordering of Products and Services with payment being
deducted from a Customer account containing pre-paid funds;
|
| "Services"
|
services ordered from Wolff by the Customer in respect of which Charges are due
(including the Monitoring Services);
|
| "Site"
|
www.wolffworldwide.com; |
| “Subject of Enquiry”
|
the business entity that is the subject of enquiry stipulated in the Order for
a Product and/or Service;
|
| "Suppliers"
|
those third party suppliers that produce the Products and perform Services, as
detailed on the Site;
|
| "Supplier Conditions"
|
those Supplier terms and conditions for which a link is provided as part of the
applicable Product and Service information on the Site;
|
| "Taxes"
|
VAT and any other applicable taxes or similar charges which are payable in
respect of the purchase of the Products and Services (as at the prevailing
rates from time to time);
|
| "Terms"
|
these terms and conditions;
|
| "Top-Up"
|
has the meaning given in Clause 12.1.1;
|
| "Wolff" |
has the meaning given in the introduction to these Terms.
|
|
| 37.1
|
The following rules of interpretation shall apply in respect of these Terms:
|
| 37.1.1
|
The headings are inserted for convenience only and shall not affect their
construction or interpretation.
|
| 37.1.2
|
References to Clauses are, unless otherwise stated, references to the clauses
of these Terms.
|
| 37.1.3
|
Words importing the singular include the plural and vice versa.
|
| 37.1.4
|
Words importing a gender shall include all genders.
|
| 37.1.5
|
Reference to any statute, statutory provision or statutory instrument includes
a reference to that statute, statutory provision or statutory instrument
together with all rules and regulations made under it or them as from time to
time amended consolidated or re-enacted.
|
| 37.1.6
|
Any phrase introduced by the terms "including", "include", "in particular" or
any similar expression will be construed as illustrative and the words
following any of those terms will not limit the sense of the words preceding
those terms.
|
|
|
|
Enterprise Customer
|
(272KB)
|
|
ENTERPRISE ACCOUNT TERMS
|
|
The following Terms relate to the sale and supply of goods and services by Wolff Worldwide Limited (a company registered with Companies House in England under company number 049442180 whose registered office is at Stuart House, 55 Catherine Place, London, SW1E 6DY, England) ("Wolff").
The Customer should read these Terms carefully before deciding whether to proceed with the Account registration process and is strongly advised to re-read these Terms prior to submitting any Order for the Products and Services offered by Wolff.
By registering for an Account with Wolff the Customer agrees to be bound by these Terms in respect of the matters described in the Terms (including the Order of Products and Services).
If the Customer does not wish to be bound by these Terms it should not complete the Account registration process and should not place any Orders for Products or Services.
These Terms may be varied from time to time and the Customer should refer to Clause 25 below regarding the effect of such variations.
Definitions of capitalised words used in these Terms and rules for interpreting these Terms are set out in Clause 34 below.
|
| 1. | THE TERMS |
| 1.1 | These Terms shall apply to and govern: |
| 1.1.1 | the Customer's ordering of Products and Services; |
| 1.1.2 | the supply of Products and Services by Wolff to the Customer; |
| 1.1.3 | all other use by the Customer of its Account and the Site. |
| 2. | ORDER PROCESSES |
| | If the Customer wishes to place an Order it shall do so using the automated or non-automated processes as set out or described on the Site (this may include the completion of elements of the Order Process by Wolff acting on the Customer's behalf in accordance with the Customer's instructions). |
| 3. | ACCEPTANCE OF ORDERS |
| 3.1 | Notwithstanding: |
| 3.1.1 | that Wolff may send the Customer correspondence acknowledging an Order; and |
| 3.1.2 | any other provisions of these Terms, Wolff shall not be deemed to have accepted an Order until (as applicable): |
| 3.1.3 | the relevant Products are despatched to the Customer; or |
| 3.1.4 | the relevant Services are performed, and Wolff reserves the right to refuse Orders at its own discretion (in such circumstances the Customer will be entitled to a refund in accordance with Clause 12). |
| 3.2 | Save to the extent provided in Clause 3.3 and in Clause 9.3, Customers shall not be entitled to cancel Orders once submitted. |
| 3.3 | Customers may cancel an Order by written notice within 24 hours of submitting that Order, provided: |
| 3.3.1 | the Customer had selected the Off-Line Option for that Order (not including where such option is selected as an alternative Delivery Mode); and |
| 3.3.2 | the Off-Line Option delivery timescale for that Order is greater than 24 hours, and |
| 3.3.3 | the notice of cancellation is received by Wolff within the 24 hour period.
After the 24 hour period the Customer will no longer be entitled to cancel its Order in accordance with this Clause 3.3. |
| 4. | THE PRODUCTS |
| 4.1 | Product Identity |
| 4.1.1 | The Products to be delivered to the Customer are as selected by the Customer during the Order Process. |
| 4.1.2 | Any samples, drawings, descriptive matter, specifications and advertising either displayed on or supplied through the Site are by way of general guide only to the nature of the Products which may be purchased. |
| 4.2 | Product Delivery |
| 4.2.1 | The Products are delivered to the Customer using the Delivery Mode selected by the Customer during the Order Process. |
| 4.2.2 | Wolff will use its reasonable endeavours to deliver the Products within the Delivery Mode timescale.
However, there are a substantial number of factors which may affect delivery time (many of which are outside the control of Wolff) so time shall not be of the essence. |
| 4.2.3 | Wherever possible (without Wolff incurring additional third party charges) a copy of all Products delivered to the Customer shall be made available to the Customer in the "Historical Orders" section of the Site for 90 days from the delivery date of those Products. |
| 4.3 | Use of the Products |
| 4.3.1 | Customers must only use the Products for their internal business purposes in determining the suitability of granting credit terms, assessing or corroborating legal, corporate, operational and/or financial facts or assessing the suitability of conducting bona-fide business relations with the Subject of Enquiry. |
| 4.3.2 | Customers may not use the Products for: |
| (a) | determining eligibility for credit or insurance which specifically relates to personal, family or household matters; |
| (b) | establishing eligibility or appropriateness for employment; and/or |
| (c) | unfair or deceptive practices. |
| 4.3.3 | Customers must only purchase, commission and use Products where they have a legitimate business interest and the Customer hereby warrants that it has such legitimate interests. |
| 4.3.4 | Customers must only use the Products within the permitted scope of the restrictions and prohibitions set out in the Supplier Conditions. |
| 4.3.5 | Customers shall not engage in or permit the re-supply or re-sale of the Products purchased by them or use such Products to provide a service equivalent or substantially similar to that provided to the Customer by Wolff. |
| 4.3.6 | Save to the extent that further copying is strictly necessary for the use of the Products by the Customer, the Customer shall only retain a single copy of the Products it receives. |
| 4.3.7 | Customers are responsible for ensuring the Products ordered are appropriate for their intended use and must not rely on the Products as the sole basis for decisions or as a substitute for the exercise of proper judgment. |
| 5. | THE SERVICES |
| 5.1 | Any deliverables to be provided by Wolff to the Customer pursuant to the Services shall be treated as Products for the purposes of these Terms and any Contract between the Parties. |
| 5.2 | Customers must only Order Services where they have a legitimate business interest and the Customer hereby warrants that it has such legitimate interests. |
| 6. | PRODUCT & SERVICE QUALITY |
| | Wolff will provide the Products and the Services using reasonable skill and care (including exercising its professional judgment in selecting Suppliers). |
| 7. | ANCILLARY SERVICES |
| | Any support service or other advice (e.g. the "Ask our Expert" service) offered by Wolff in relation to the Products, the Services or the Site, which does not comprise a Service itself, does not create a contractual commitment by Wolff to the Customer. Such ancillary services are provided on an 'as is' basis and Wolff excludes all liability for such services to the fullest extent permitted by law. |
| 8. | CUSTOMER OBLIGATIONS |
| 8.1 | The Customer shall provide such information and assistance as is reasonably required by Wolff and the Suppliers for provision of the Products and the performance of the Services. This may include the provision of evidence to demonstrate a legitimate business interest in respect of the Products and Services ordered. |
| 8.2 | Where additional information must be sought from the Customer due to the Customer's provision of inaccurate, incomplete or misleading Order information there is a risk that Suppliers may levy additional charges for subsequent work in respect of that Order. While Wolff shall use its reasonable endeavours to reduce the scope for such additional charges being incurred, the Customer shall be responsible for such charges in addition to the Charges already paid. |
| 9. | CHARGES |
| 9.1 | Charges applicable to the Products and Services are as stated during the Order Process (subject to any additional Charges that may be due in accordance with these Terms). |
| 9.2 | The Charges are payable in the currency selected during the Account registration process. If the Customer wishes to pay Charges using an alternative currency option, as may be offered by Wolff on the Site, it must register a separate and additional Account. |
| 9.3 | Typographical errors in Charges stated on the Site for ordered Products or Services will be notified to the Customer by Wolff as soon as reasonably practical and the Customer will have the option to reconfirm its Order at the correct pricing level or cancel its Order. In the event of cancellation of the Order the Customer shall be entitled to a refund in accordance with Clause 12. |
| 9.4 | Product and Service charges will vary on a regular basis and Customers should review the prices stated during the Order Process to confirm the applicable Charges. |
| 10. | ENTERPRISE ACCOUNT: INVOICING AND PAYMENT |
| 10.1 | Charges for Products and Services ordered using an Enterprise Account are payable at the time of placing the applicable Order in accordance with the invoicing terms set out below. |
| 10.2 | Wolff shall on a monthly basis issue invoices to the Customer in respect of any Product and Service Orders completed and delivered during the preceding month (or not previously invoiced). Invoices shall identify the Products and Services covered by the invoiced amount. |
| 10.3 | The Customer must pay each invoice issued by Wolff within 30 days of the date of that invoice. If the Customer has not paid any sum due to Wolff within 30 days of the applicable invoice then Wolff may, without prejudice to any other rights or remedies available to it, charge interest on such overdue sums on a day-to-day basis from the invoice date until paid in full at a rate of 3% per annum above the base rate of the Royal Bank of Scotland plc for the time being in force without further notice. |
| 10.4 | The Customer should only submit an Order for Products and/or Services where the Charges for that Order do not exceed the Customer's Available Purchase Limit at that time ("Available Purchase Limit" = Total Purchase Limit - (the sum of any invoiced Charges for which paid and cleared funds have not been received by Wolff + total Charges payable for Orders in progress but not yet invoiced). Wolff may, with or without giving notice to the Customer, choose not to process any Order which would exceed the Customer's Available Purchase Limit. Upon request by the Customer, Wolff may agree (at its absolute discretion) to either temporarily or on an ongoing basis increase a Customer's Total Purchase Limit (any such agreement will only be binding where expressly confirmed in writing to the Customer by Wolff). |
| 11. | TAXES |
| 11.1 | The Customer is responsible for payment of any applicable Taxes due in respect of the Products and Services supplied to it (regardless of whether Taxes are indicated as payable during the course of the Order Process).
The Customer may be contacted by Wolff subsequent to placing an Order requiring the payment of Taxes found to be due on an Order.
In the event that the Customer provides inaccurate, incomplete or misleading Taxes-related information during |
| 11.2 | the Account registration process then, notwithstanding that Taxes may not have been payable had accurate and complete information been provided, the Customer may be required to pay Taxes (by way of a deduction or requirement for further payment) in addition to the net Product and Service Charges. |
| 12. | REFUNDS |
| 12.1 | Where these Terms provide for a refund of Charges, the refund will be made by way of a credit applied to the Customer's Account. This credit may be used by the Customer as payment (either part or whole) for future Product and/or Service purchases from Wolff. |
| 12.2 | The Customer may request in writing the return of any credit on its Account. Wolff reserves the right to charge an administrative fee for processing such returns to the Customer. |
| 13. | SUBJECT MATTER UNIDENTIFIED |
| 13.1 | In the event that a Subject of Enquiry cannot be located or identified despite the exercise of reasonable endeavours by the relevant Supplier (a 'no-trace' Order), the Customer remains liable for payment of the Charges in respect of those Products and Services. |
| 13.2 | To the extent that Suppliers do not charge Wolff their full charges in respect of a 'no-trace' Order because the subject matter was not located or identified, Wolff shall provide the Customer with a corresponding proportionate refund in the Charges for that Order in accordance with Clause 12. |
| 14. | ON-FILE OPTION / OFF-LINE OPTION / NONE OPTION |
| 14.1 | The On-File Option is a facility offered as part of the Order Process whereby certain Products may be available on a preferential Charge and/or Delivery Mode due to the potential ready availability of such Products. However, such availability cannot be guaranteed by Wolff. |
| 14.2 | In order to provide for where an ordered Product is found not to be available on the On-File Option basis, the Customer will as part of the Order Process select an alternative Delivery Mode option comprising either: |
| 14.2.1 | one of the Off-Line Options ("Normal", Express" or "Flash" as available); or |
| 14.2.2 | a None Option. |
| 14.3 | If the Product is available on the On-File Option basis the relevant Delivery Mode and Charges shall be as applicable to the On-File Option basis. |
| 14.4 | If the Product is not available on the On-File Option basis: |
| 14.4.1 | where the Customer selected an Off-Line Option as its alternative Delivery Mode the relevant Delivery Mode and Charges shall be as applicable to the selected Off-Line Option; |
| 14.4.2 | where the Customer selected the None Option as its alternative Delivery Mode no Product or Service will be provided and no corresponding Charge will be due. |
| 15. | INTELLECTUAL PROPERTY |
| 15.1 | All intellectual property rights in the Products and anything else produced in performing the Services shall be retained by Wolff and/or its licensors. |
| 15.2 | The Customer shall have the right to use the Products (including the intellectual property rights therein) to the extent necessary for the use and reproduction of the Products in accordance with these Terms (including in accordance with the parameters of permitted use set out Clause 4.3). |
| 15.3 | The Customer must not alter or otherwise suppress any proprietary markings contained in the Products and must reproduce such markings in any permitted copies of the Products. |
| 16. | CONFIDENTIALITY |
| 16.1 | Information exchanged by the Parties in relation to the Site, the Products and/or Services must be treated as confidential and not disclosed unless permitted in accordance with this Clause 16. |
| 16.2 | Each Party is permitted to disclose information received from the other Party to the extent such disclosure is strictly required: |
| 16.2.1 | to enable each Party to comply with its obligations and exercise its rights as set out in these Terms; |
| 16.2.2 | for the instruction of Suppliers in the provision of Products and Services; |
| 16.2.3 | for the administration of the Site and the Customer's Account; |
| 16.2.4 | by any applicable law or by a court, arbitral or administrative tribunal in the course of proceedings before it; |
| 16.2.5 | by any regulatory body acting in the course of its duties; or |
| 16.2.6 | in order to give proper instructions to any professional adviser of that Party who also has an obligation to keep such information confidential. |
| 16.3 | A Party may disclose information received from the other Party to the extent that such disclosure is authorised in writing by the other Party (including where the Customer has agreed to the disclosure of its identity and/or other details during the Order Process). |
| 16.4 | The following is not information subject to Clause 16.1: |
| 16.4.1 | information which is in or which comes into the public domain otherwise than by reason of a breach of these Terms or of any other duty of confidentiality relating to that information; |
| 16.4.2 | information obtained from a third party without that third party being under an obligation (express or implied) to keep the information confidential; |
| 16.4.3 | information which was already in the lawful possession of a receiving Party or was subsequently independently developed without reference to the other Party's information and in respect of which that Party is not under an existing obligation of confidentiality. |
| 16.5 | Where a Party discloses information to its agents, officers and/or contractors in accordance with this clause, the disclosing Party shall be responsible for ensuring that such recipient parties comply with the provisions of this clause and the disclosing Party shall be liable in the event of any failure by those recipient parties to comply with these provisions. |
| 16.6 | Wolff shall not be responsible in circumstances where, despite Wolff complying with this clause, a third party is able to extrapolate or otherwise indirectly determine information concerning an Order or Customer. |
| 17. | DATA PROTECTION |
| 17.1 | The Customer agrees that it is a Data Controller in respect of any Customer Personal Data Processed in connection with the production of the Products and performance of the Services ordered by it. The Customer appoints Wolff to act as a Data Processor in respect of such processing and agrees that Wolff may appoint sub-Data Processors on its behalf. |
| 17.2 | The instructions given by the Customer in respect of the Customer Personal Data shall at all times be in accordance with the laws of the United Kingdom. |
| 17.3 | Wolff agrees that: |
| 17.3.1 | it shall only Process Customer Personal Data in accordance with the Customer's instructions from time to time; |
| 17.3.2 | it has appropriate operational, technological and staff training processes and procedures in place to safeguard against any unauthorised access, loss, destruction, theft, use or disclosure of the Customer Personal Data; |
| 17.3.3 | it will on reasonable notice demonstrate to the Customer that it is complying with the requirements of this clause. |
| 17.4 | The Customer agrees to comply with the requirements of the Data Protection Act 1998 and any other applicable data protection or privacy laws in respect of the Customer Personal Data and its use thereof. The Customer will indemnify Wolff and hold it harmless against any and all damage, losses, costs, claims and expenses (including legal costs) which Wolff may incur arising out of any breach of such laws by the Customer. Wolff or its business partners may contact the Customer (or its named representatives), directly or via it agents, by mail, telephone fax, email or other electronic messaging service with offers of goods and |
| 17.5 |
services that may be of interest to the Customer and with details of other organisations goods and services. By providing Wolff with its personal details (or those of its named representatives) and fax number, telephone numbers or email address the Customer consents to its information being used for the purposes set out in the Privacy Statement including marketing by the above methods and agrees that it has authority to give consent on behalf of its named representatives. The Customer can indicate if it does not want to receive marketing information from Wolff or its business partners on registration for an Account. |
| 18. | USE OF THE SITE, PRODUCTS AND SERVICES: GENERAL |
| 18.1 | The Customer shall only use its Account and its Passwords to: |
| 18.1.1 | consider and Order the Products and Services; and |
| 18.1.2 | control the features of the Customer's Account, on its own behalf and in a manner compliant with these Terms. |
| 18.2 | The Customer must not use the Site, its Account, its Passwords, the Products and/or Services for any purpose which: |
| 18.2.1 | is prohibited by or contrary to any law or regulation in the United Kingdom or any other jurisdiction; |
| 18.2.2 | is libellous, obscene, offensive, insulting, threatening, hateful, harmful, defamatory or indecent; |
| 18.2.3 | infringes Wolff's or any third party's copyright, trade marks or other intellectual property or other proprietary rights or rights in respect of personal data and privacy; |
| 18.2.4 | is in breach of any duties of confidentiality; or |
| 18.2.5 | could place Wolff at the risk of prosecution or civil action or cause Wolff embarrassment or loss of reputation. |
| 18.3 | In addition to these Terms, the Customer acknowledges and agrees that in using the Site and its Account it is subject to and shall comply with the Conditions of Use. |
| 18.4 | Wolff makes no warranties or representations in respect of and is not responsible for any sites or materials linked to from the Site. The Customer shall not create links to the Site other than to the Site's homepage. |
| 19. | PASSWORDS |
| 19.1 | The Customer shall maintain the confidentiality of the Passwords issued to it and prevent unauthorised use of those Passwords. |
| 19.2 | If the Customer believes that: |
| 19.2.1 | the confidentiality of its Passwords has or may be compromised; and/or |
| 19.2.2 | its Passwords or Account have been or may be used without its authorisation, it shall notify Wolff immediately. |
| 19.3 | Wolff may from time to time cancel Passwords and issue the Customer with replacements. |
| 20. | ACCOUNT ADMINISTRATION |
| 20.1 | As part of the Account registration process the Customer will be required to nominate an Account administrator. |
| 20.2 | The Account administrator shall be entitled to issue supplemental Passwords to other employees of the Customer. Those supplemental Passwords shall be subject to the same obligations and restrictions as provided elsewhere under these Terms. |
| 20.3 | This Account administrator shall be the primary point of contact and shall, without prejudice to the Customer's general responsibility for such matters, ensure: |
| 20.3.1 | the Customer uses the Site, its Account, Passwords and the Order Process in compliance with these Terms; |
| 20.3.2 | Passwords are issued and maintained in a secure manner; |
| 20.3.3 | Passwords are deleted if employees to which Passwords have been issued leave the Customer's employment or are assigned different duties not requiring such Passwords. |
| 21. | TERMINATION |
| 21.1 | Customer Account |
| 21.1.1 | Wolff may terminate a Customer Account: |
| (a) | at any time on 30 days notice to the Customer; |
| (b) | by notice with immediate effect where the Customer materially breaches any of these Terms or in the event of the insolvency, bankruptcy, administration (or similar arrangement) of the Customer; or |
| (c) | with immediate effect where no Order has been placed in respect of the Account for a period of 12 months. |
| 21.2 | Contracts |
| 21.2.1 | Wolff may terminate Contracts by notice with immediate effect: |
| (a) | at its discretion if the Customer's Account is terminated (within a period of 15 days of such Account termination); or |
| (b) | where the Customer materially breaches any of these Terms or in the event of the insolvency, bankruptcy, administration (or similar arrangement) of the Customer. |
| 21.2.2 | The Customer may terminate a Contract by notice with immediate effect where Wolff materially breaches any of these Terms in respect of the Contract or in the event of the insolvency, bankruptcy, administration (or similar arrangement) of Wolff. |
| 22. | CONSEQUENCES OF TERMINATION |
| 22.1 | Customer Account |
| | In the event of termination of the Customer's Account: |
| 22.1.1 | the Customer is no longer permitted to use the Account; |
| 22.1.2 | Passwords must be deleted or destroyed by the Customer; |
| 22.1.3 | any remaining credit will: |
| (a) | be returned to the Customer, following its written request, if the Customer's Account is terminated in accordance with 21.1.1(a) or 21.2.2; or |
| (b) | be retained by Wolff by way of administration charge. |
| 22.2 | Contract |
| | In the event of termination of a Contract, outstanding Charges (if any) will continue to be due and payable by the Customer. |
| 22.3 | General |
| | Termination of the Customer's Account or a Contract shall not prejudice: |
| 22.3.1 | any right, action or remedy which shall already have accrued; or |
| 22.3.2 | provisions of these Terms which by their nature are intended to continue in effect after such termination (including Clauses 8, 9, 10, 11, 15, 16, 17, 23, 24 and 25). |
| 23. | LIMITATION OF LIABILITY |
| 23.1 | THE AGGREGATE LIABILITY OF WOLFF AND ITS RELEVANT SUPPLIER(S) TO THE CUSTOMER IN RESPECT OF EACH CONTRACT IS
LIMITED TO THE TOTAL AMOUNT OF CHARGES PAID OR PAYABLE BY THE CUSTOMER IN
RESPECT OF THE CONTRACT CONCERNED. |
| 23.2 | WOLFF'S AGGREGATE LIABILITY TO THE CUSTOMER IN RESPECT OF THE CUSTOMER'S USE OF THE SITE, ITS ACCOUNT AND ANY AND ALL PRODUCTS AND SERVICES ORDERED BY THE CUSTOMER SHALL BE LIMITED TO AN AGGREGATE OF ALL CHARGES PAID OR PAYABLE BY THE CUSTOMER TO WOLFF UNDER THE CUSTOMER'S ACCOUNT. |
| 23.3 | NOTWITHSTANDING THE ABOVE PROVISIONS, NEITHER WOLFF NOR ITS SUPPLIERS SHALL BE LIABLE TO THE CUSTOMER
FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF
GOODWILL OR INJURY TO REPUTATION, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA,
LOSSES SUFFERED BY THIRD PARTIES OR INDIRECT, CONSEQUENTIAL OR SPECIAL LOSS OR
DAMAGE. |
| 23.4 | THE CUSTOMER ACKNOWLEDGES AND AGREES THAT: |
| 23.4.1 | THE ACCURACY OF THE PRODUCTS AND SERVICES CANNOT BE GUARANTEED ABSOLUTELY. WHILE WOLFF AND ITS SUPPLIERS MAY TAKE STEPS TO MAINTAIN THE ACCURACY OF THEIR DATABASES AND SOURCES, IT WOULD BE PROHIBITIVELY EXPENSIVE FOR WOLFF AND ITS SUPPLIERS TO VERIFY THE ACCURACY OF ALL RELEVANT DATA; |
| 23.4.2 | THE PREDICTIONS OF SYSTEMS TO ASSESS CREDITWORTHINESS, FRAUD OR INSURANCE RISKS CANNOT BE GUARANTEED ABSOLUTELY; AND |
| 23.4.3 | INFORMATION PROVIDED TO THE CUSTOMER ONLY REPRESENTS THE STATUS AS AT THE TIME OF PRODUCT PRODUCTION OR SERVICE PERFORMANCE (AS APPLICABLE) AND CIRCUMSTANCES MAY SUBSEQUENTLY CHANGE. |
| 23.5 | ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE) NOT SET OUT IN WRITING IN THESE TERMS (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED AT LAW. |
| 23.6 | NOTHING IN THESE TERMS SHALL SERVE TO LIMIT LIABILITY FOR (I) DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE; OR (II) FRAUD. |
| 24. | FORCE MAJEURE |
| | WOLFF SHALL NOT BE LIABLE FOR ANY BREACH OF THESE TERMS WHERE SUCH BREACH IS CAUSED BY EVENTS OUTSIDE ITS REASONABLE CONTROL (INCLUDING NON-DELIVERY OF PRODUCTS ARISING DUE TO THE FAILURE OF THIRD PARTY CARRIERS). |
| 25. | INDEMNITY |
| | The Customer shall indemnify Wolff and its Suppliers and hold them harmless against any and all
damage, losses, costs, claims and expenses (including legal costs) arising from
the Customer's breach of these Terms. |
| 26. | VARIATIONS |
| 26.1 | Wolff reserves the right to vary the Products and Services offered on the Site at any time. Customers should refer to the Site to determine the Products and Services available at that time. |
| 26.2 | Wolff may change these Terms at any time. Any changes will take effect on the date they are posted on the Site and will apply to any Orders placed after that date. |
| 26.3 | Save to the extent provided for in Clause 26.2, any variation of these Terms would need to be agreed in writing by Wolff and the Customer. |
| 27. | ASSIGNMENT |
| 27.1 | The Customer shall not be entitled to assign any Contract without Wolff's consent. |
| 27.2 | Use of the Customer's Account may not be transferred to another Party under any circumstances. |
| 28. | ENTIRE AGREEMENT |
| 28.1 | These Terms, the Conditions of Use and the information confirmed as part of the Account registration process and each applicable Order Process set out the entire basis for contracting between the Parties. |
| 28.2 | Terms and conditions supplied or made available by the Customer shall not be effective between the Parties unless expressly agreed in writing by Wolff. |
| 28.3 | The Customer acknowledges and agrees that in using the Site, registering an Account and entering into a Contract it will not rely upon any statement of fact or opinion, representation, warranty or understanding (whether negligently or innocently made) of any person other than as expressly set out in the sources noted in Clause 28.1. |
| 29. | SEVERANCE |
| | In the event that any of the terms, conditions or provisions in these Terms are determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law. |
| 30. | WAIVER |
| | No forbearance or delay by a Party in enforcing their rights will prejudice or restrict the rights of that Party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach. |
| |
| 31. | COMMUNICATIONS |
| 31.1 | Any notice given under or in relation to these Terms shall be in writing and signed by or on behalf of the Party giving it and shall be served: |
| 31.1.1 | by delivering it personally or by sending it by pre-paid first class post, or recorded delivery or registered post; |
| 31.1.2 | by facsimile transmission; or |
| 31.1.3 | by e-mail, provided that the requirement for the notice to be signed will not apply to notices served by e-mail, to the address indicated during the Account registration procedure (for the Customer) or as indicated in the "Contact" section of the Site (for Wolff) or, in the event that another address has been notified by a Party in accordance with and making specific reference to this clause, to that other address. |
| 31.2 | Any such notice shall be deemed to have been received: |
| 31.2.1 | if delivered personally, at the time of delivery; |
| 31.2.2 | in the case of pre-paid first class post or recorded delivery or registered post, 48 hours from the date of posting if from and to an address in the United Kingdom or Northern Ireland and five days from the date of posting if from or to an address elsewhere; |
| 31.2.3 | in the case of facsimile transmission at the time the transmission was sent provided evidence of transmission is retained and a copy is sent by post within 24 hours of the time of transmission; and |
| 31.2.4 | in the case of e-mail at the time that the e-mail enters the information systems of the intended recipient, provided that no error message indicating failure to deliver has been received by the sender, provided that if deemed receipt occurs before 9am on a Business Day the notice will be deemed to have been received at 9am on that day, and if deemed receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the notice will be deemed to have been received at 9am on the next Business Day. |
| 32. | THIRD PARTY RIGHTS |
| | Nothing in these Terms is intended to confer a benefit on or be enforceable by any person who is not a Party, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. |
| 33. | GOVERNING LAW AND JURISDICTION |
| | These Terms, the Customer's use of the Site and its Account and any Contract shall be governed by and interpreted in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts. |
| 34. | DEFINITIONS AND INTERPRETATION |
| 34.1 | Definitions used in these Terms shall have the following meanings (unless the context otherwise requires): |
| "Account" | an account set up by Customers on the Site in order to enable the ordering of Products and Services; |
| "Available Purchase Limit" | has the meaning given at Clause 10.4; |
| "Business Day" | any day which is not a Saturday, a Sunday or a public holiday in England; |
| "Charges" | the Charges payable for the Products and Services; |
| "Conditions of Use" | the Site terms (found at [www.wolffworldwide.com/disclaimers]), the Data Protection Notice (displayed as part of the Account registration process), the Copyright Notice (found at [www.wolffworldwide.com/copyright]) and the Privacy Statement (found at [www.wolffworldwide.com/privacy]); |
| "Contract" | a separate contractually binding agreement between Wolff and the Customer which shall arise where Wolff accepts an Order from the Customer; |
| "Customer" | the party on whose behalf the Account has been opened as detailed in the Account registration process; |
| "Customer Personal Data" | any personal data (as defined in the Data Protection Act 1998) |
| | (i) Processed in producing the Products or performing the Services ordered by the Customer; and/or |
| | (ii) supplied by the Customer which relates to the subject matter of the Products and Services ordered by the Customer; |
| "Data Controller" | has the meaning set out in the Data Protection Act 1998; |
| "Data Processor" | has the meaning set out in the Data Protection Act 1998; |
| "Delivery Mode" | method, format and timescale for delivery of the Products and Services; |
| "Enterprise Account" | an account permitting the ordering of Products and Services with subsequent invoicing and payment, as further described on the Site; |
| "Monitoring Service" | the Service, as further described on the Site, which involves the provision to the Customer of information regarding selected types of changed events relating to a Subject of Enquiry; |
| "None Option" | option, which may be offered during the Order Process, for the cancellation of an Order if the relevant Product and/or Service is not available on the On-File Option basis; |
| "Off-Line Option" | purchase option, which may be offered during the Order Process, for Products which need to be specially commissioned from Suppliers (this option will be further divided into sub-options including "Normal", "Express" and "Flash" as available); |
| "On-File Option" | purchase option, which may be offered during the Order Process, for Products potentially obtainable from a Supplier's existing information database; |
| "Order" | an order for Products and/or Services submitted by the Customer; |
| "Order Process" | a process for ordering Products and/or Services ("Order Processes" shall be construed accordingly); |
| "Party" | Wolff or the Customer ("Parties" shall be construed accordingly); |
| "Passwords" | the user names and passwords issued to the Customer in respect of its Account; |
| "Processed" | has the meaning set out in the Data Protection Act 1998; |
| "Products" | the information products, including reports, documents and other deliverables either, |
| | (i) listed on the Site as pre-defined products; or |
| | (ii) produced for the Customer pursuant to the performance of contracted Services; |
| "Services" | services ordered from Wolff by the Customer in respect of which Charges are due (including the Monitoring Services); |
| "Site" | http://www.wolffworldwide.com/ |
| "Subject of Enquiry" | the business entity that is the subject of enquiry in any report, document or service requested as an Order; |
| "Suppliers" | those third party suppliers that produce the Products and perform Services, as detailed on the Site; |
| "Supplier Conditions" | those Supplier terms and conditions linked to from the Product and Service information on the Site; |
| "Taxes" | VAT and any other applicable taxes or similar charges which are payable in respect of the purchase of the Products and Services (as at the prevailing rates from time to time); |
| "Terms" | these terms and conditions; |
| "Total Purchase Limit" | the level of payable Charges confirmed during the Account registration process; |
| "Wolff" | has the meaning given in the introduction to these Terms. |
|
| 34.2 | The following rules of interpretation shall apply in respect of these Terms: |
| 34.2.1 | The headings are inserted for convenience only and shall not affect their construction or interpretation. |
| 34.2.2 | References to Clauses are, unless otherwise stated, references to the clauses of these Terms. |
| 34.2.3 | Words importing the singular include the plural and vice versa. |
| 34.2.4 | Words importing a gender shall include all genders. |
| 34.2.5 | Reference to any statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under it or them as from time to time amended consolidated or re-enacted. |
| 34.2.6 | Any phrase introduced by the terms "including", "include", "in particular" or any similar expression will be construed as illustrative and the words following any of those terms will not limit the sense of the words preceding those terms.
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Other Documents
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Disclaimers
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(33KB)
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DISCLAIMERS
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| The following terms relate to and govern your use of the Wolff Worldwide web site (the "web site") owned by Wolff Worldwide Limited ("we", "us", "our"). |
| 1. | General notices |
| 1.1 | We do our best to ensure that the information on this web site is accurate and helpful. However, we cannot ultimately warrant the accuracy of any information on the web site and cannot be held liable for any use you may make of it or reliance you may put on it, excepx as you specifically agree with us in any further agreement we may make in writing. |
| 1.2 | The content of the web site is general in nature and is not intended to be relied upon nor is it intended as a basis for commercial decisions or meant to act as a substitute for independent professional advice and commercial judgment. |
| 1.3 | Any examples of products or services which are provided on the web site (including sample reports) are merely illustrative and are provided only to enhance your experience of the web site. The product and service examples available on the web site are only broadly indicative of the actual products or services which may be provided, the nature, format and content of which may differ from the examples. |
| 1.4 | The products, services, price lists and other information contained on the web site are subject to change from time to time without notice. |
| 1.5 | Availability of products and services offered on the web site cannot be guaranteed. |
| 2. | Third Party Content |
| 2.1 | Any link (be it a hypertext link or other referral) on the web site is provided solely for the use and convenience of the visitor. The link does not represent any endorsement or recommendation by us and does not mean that we have any association with the linked web site. |
| 2.2 | We are not responsible for the content of any third party web sites that have links with the web site or for the legal consequences of your entering into any contracts with the third parties that have these linked web sites and we do not accepx any liability for any loss, damage, expense, costs or liability whatsoever incurred by you as a result. |
| 2.3 | You should not create links to the web site other than to the web site's homepage. |
| 3. | Warranties and Limitations |
| 3.1 | The web site is provided on an 'as is' basis without, so far as is permitted by law, any warranty or undertaking by us. |
| 3.2 | WE WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, EXPENSE, COSTS, DELAYS OR OTHER LIABILITY WHATSOEVER (INCLUDING WITHOUT LIMITATION ANY FINANCIAL LOSSES SUCH AS LOSS OF PROFIT) WHICH YOU MAY INCUR AS A RESULT OF ANY EVENT ARISING OTHER THAN AS A RESULT OF OUR NEGLIGENCE (INCLUDING WITHOUT LIMITATION ANY FAILURE OF TRANSMISSION, COMMUNICATION, COMPUTER OR OTHER FACILITIES OR YOUR INABILITY TO ACCESS THE WEB SITE FOR ANY REASON OR ANY FAILURE, ERROR OR DELAY IN THE SENDING OR RECEIVING OF ANY NOTICE OR COMMUNICATION OR INSTRUCTION THROUGH THE POST OR ANY ELECTRONIC MEDIUM). EXCEPT WHERE WE AGREE OTHERWISE WITH YOU IN WRITING IN THE EVENT THAT WE ARE FOUND LIABLE FOR ANY LOSS, DAMAGE, EXPENSE, COSTS OR DELAYS SUFFERED BY YOU, OUR LIABILITY TO YOU SHALL BE LIMITED TO THE MAXIMUM SUM OF £50. |
| 3.3 | Nothing within these conditions operates so as to exclude, limit or restrict our liability for death or personal injury. Where you deal as a consumer, nothing in the above exclusions affects your statutory rights. |
| 3.4 | The interpretation, construction, effect and enforceability of these terms and your use of the web site shall be governed by English Law, and you and we agree to submit to the exclusive jurisdiction of the English courts for the determination of any disputes which arise from your use of the web site.
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Copyright Notice
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COPYRIGHT NOTICE
This web site is Copyright © Wolff Worldwide Limited 2005. All intellectual property rights (including all copyright and goodwill) in or relating to the contents of this web site are owned in full by Wolff Worldwide Limited and its third party licensors.
All trade marks displayed (both registered and unregistered) are protected by law and nothing contained in these conditions or the web site should be construed
as granting by implication, estoppel or otherwise, any licence or right to use any of the trade marks without our permission. However, copying and printing of those web pages which contain the trade marks is permitted within the scope of the licence contained below.
We grant you a licence to download to a local hard disk and print extracts from the web site solely for your own use in connection with the consideration of and/or ordering of products and/or services from us.
You may not:
- recopy downloaded extracts to others, under any circumstances, without our express permission;
- reproduce part or all of the contents of the web site in any form except as strictly required for your use of the web site;
- copy or otherwise incorporate into or store in any other web site, electronic retrieval system, publication or other work any of the content of the web site in any form (whether hard copy, electronic or other); or
- frame or link to the web site or any part of it without our express permission (unframed linking to the homepage of the web site for reasonable commercial or administrative purposes which are not prejudicial to us, is hereby permitted).
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