1 INTERPRETATION
1.1 Definitions. In these Terms, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by you for the supply of Goods and/or Services in accordance with clause 6.
Terms: these terms and conditions as amended from time to time in accordance with clause 13.5.
Contract: the contract between us and you for the supply of Goods and/or Services in accordance with these Terms.
Customer: the person or firm who purchases Goods and/or Services from us and “you” shall be construed accordingly.
Goods: any report, book or other publication purchased from the Site.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Marketing Purposes: the meaning given in clause 10.4.
Order: the Customer’s confirmation of the order for Goods and/or Services as set out in the Supplier’s Order Form.
Order Form: the online order / registration form
Services: the services (including membership, subscription services and conference and / or event attendance) supplied by us or by third parties on our behalf to you as set out in the Order.
Site: our website at www.chathamhouse.org/.
Supplier: Chatham House (The Royal Institute of International Affairs), registered charity (no. 208223), whose main trading address is at 10 St. James’s Square London SW1Y 4LE. Our VAT number is 653218153 and contact email address is [email protected]; references to “we” and “us” shall be construed accordingly.
Supplier Materials: all materials, equipment, documents and other property of the Supplier.
2 BASIS OF CONTRACT
2.1 The Order constitutes an offer by you to purchase Goods and/or Services in accordance with these Terms.
2.2 The Order shall only be deemed to be accepted when we issue written acceptance of the Order at which point the Contract shall come into existence.
2.3 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on our behalf which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Terms apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any prices displayed on our Site shall not constitute an offer.
2.7 The price, delivery charges and description of the Goods and/or Services are displayed on the Site. Such information is subject to change without notice. You may be required to pay an additional charge for delivery, the amount of which shall vary according to the particular Goods and the delivery method that you choose. The type of charge payable will appear on the Site.
2.8 Subject to clauses 2.2 and 2.9, the price you shall pay for the Goods and/or Services is the price displayed on our Site at the time we receive your order and is inclusive of VAT. You may choose to pay by any method specified on our Site.
2.9 If an error is discovered in the price of the Goods and/or Services that you have ordered, we will inform you as soon as possible. In the event that you order an item and the price published on the Site is incorrect for any reason, we will contact you to let you know the correct price and ask you whether you still wish us to fulfil your order at this price. We shall be under no obligation to fulfil an order for any Good or Service which was advertised at an incorrect price. We shall give you the option of confirming the order at the correct price or if you so choose, to cancel the order altogether. If you cancel and have already paid for the Good(s) and/or Service(s) in the circumstances described in this clause, we shall refund the full amount in accordance with these terms.
2.10 We endeavour to ensure that all of the items shown on the Site are accurately represented. There may, however, be some slight variations (and this should be expected) between what you see and what you receive in any order, which you agree to accept, provided the variations are not substantial. We may correct any typographical or other errors or omissions in any brochure, sales literature, quotation or other document on the Site relating to the supply of Goods and/or Services without any liability to you.
2.11 We will take all reasonable precautions to keep the details of your order and payment secure by using a third party payment provider whom we understand uses industry standard Secure Sockets Layer (SSL) encryption technology, making our pages secure. Accordingly, unless we are negligent, we cannot be held liable for any losses caused as a result of unauthorised access to your information, either on the Site or our payment provider’s.
3 SUPPLY OF GOODS AND SERVICES
3.1 We shall supply the Goods and/or Services to you in accordance with the Order in all material respects.
3.2 We shall have the right to make any changes to the Goods and/or Services which are necessary to comply with any applicable law or regulation, or which do not materially affect the nature or quality of the Goods and/or Services.
4 AVAILABILITY
4.1 All Goods and Services are subject to availability. If we have insufficient stock to deliver the Goods ordered by you, we will inform you of this as soon as possible and give you the option of providing you with substitute Goods or Services of equivalent quality and price. If you choose to receive the substitute Goods, we shall pay for the cost of you returning the substitute Goods to us under your right to cancel. If you have already paid for the Goods or Services and choose not to receive substitute Goods or Services, a full refund will be made as soon as possible and in any event within thirty days, beginning with the day on which your notice of cancellation was given.
5 WARRANTIES
5.1 All Goods are warranted free from defects in material and workmanship for three months from delivery. This warranty does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, negligence by you or any third party, use otherwise than as recommended by us, failure to follow our instructions, or any alteration or repair carried out without our approval. This warranty does not affect your rights as a consumer.
5.2 If the Goods supplied to you develop a defect while under warranty, or you have any other complaint about the Goods, please email us at the address given above.
5.3 We warrant to you that any Services will be provided using reasonable care and skill.
6 CHARGES AND PAYMENT
6.1 The Charges for the Goods and/or Services shall be as set out in the Order.
6.2 We (or any third party dealing on our behalf) may invoice you in advance. The price of Goods and Services is payable in full on or before delivery.
6.3 Receipts for payment will be issued on request for any purchases made online from the Site. If the Goods are not paid for in full on or before delivery, they shall remain our property until payment is received from you.
6.4 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting its other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
7 DELIVERY
7.1 Delivery can only be made to UK and Northern Ireland.
7.2 Delivery will be made as soon as possible after your order has been accepted, and in any event within thirty days of your order. If we are unable to deliver the Goods within thirty days of your order, we will inform you as soon as possible and you will be entitled to cancel the order and obtain a refund or re-credit for any sum that has been paid by you or debited from your credit card for the Goods. We will not be liable for any loss or damage suffered by you through any reasonable or unavoidable delay in delivery.
7.3 We will deliver the Goods ordered by you to the address given by you for delivery at the time you place the order. If there is no-one at the address given who is competent to accept delivery of the Goods, you will be notified of an alternative delivery date or a place to collect the Goods.
7.4 We will bear the risk of the Goods delivered to you whilst in transit. Risk of loss of or damage to the Goods passes to you on delivery, whether or not the price has been paid and you will be liable for their loss or destruction.
7.5 If the Goods have been fully paid for, you will become the owner of the Goods when they have been delivered to you.
8 RIGHT TO CANCEL
8.1 You may cancel an order for Goods for any reason within fourteen calendar days, beginning with the day after the day on which you received the Goods. You may cancel an order for Services (as related to conferences or events) for any reason at any time prior to their commencement but we reserve the right to charge, and you agree to pay, a 25% cancellation charge (of the chargeable price) if cancelled more than one month of the conference or/ event in question (‘Event’). No refund will be given if cancellation is made within less than one month. The cancellation charge is to cover the cost of services rendered to you in dealing with your booking up to the point of cancellation. If you cancel an Order within these timeframes (as applicable), please notify us in writing [at the email address given in clause 1.1]. You must return any Goods received where a refund is required within fourteen days of giving notice of cancellation.
8.2 We shall provide a refund for any Goods and/or Services ordered and cancelled in accordance with clause 8.1 and paid for by you, free of charge (subject to a deduction of the delivery charge for the initial delivery of any Goods to you), as soon as possible and in any event within fourteen days of cancellation of any Services or of receiving Goods back. Any other refund not satisfying the above conditions will be made at our discretion only. Your statutory rights are not affected.
8.3 When returning Goods, it is your responsibility to take reasonable care to see that the Goods are not damaged in transit and are received by us at our address for returns, as displayed on the Site. You agree to be responsible for the return postage costs.
8.4 You shall be under a duty throughout the period prior to cancellation to retain possession of the Goods and to take reasonable care of them until you return them to us. If you damage them in any way, we reserve the right to make a reasonable deduction representing the value of the damage caused to the Goods by you.
9 INTELLECTUAL PROPERTY RIGHTS
9.1 All Intellectual Property Rights in or arising out of or in connection with any Services shall be owned by us.
9.2 You acknowledge that, in respect of any third party Intellectual Property Rights, your use of any such Intellectual Property Rights is conditional on our obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to you.
9.3 All Supplier Materials are the exclusive property of the Supplier.
10 USE OF DATA AND DATA PROTECTION
Data Protection
10.1 We shall comply with the provisions of the Data Protection Act 1998 (“DPA”) and shall not do anything which may cause you to infringe the DPA.
10.2 We warrant that we have made all registrations required of us under any applicable data protection legislation and in respect of any personal data processed by us in connection with the Contract, and we warrant that we comply, and shall continue to comply, with all applicable provisions of the DPA or other applicable data protection legislation, including data protection principles.
10.3 We warrant that we have in place and undertake to maintain throughout the duration of this Contract appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, loss, damage, or disclosure of any personal data and adequate security programs and procedures to ensure that unauthorised persons do not have access to any equipment used to process such personal data. For further details on how we process your data, please see our Privacy Policy
Use of Data
10.4 If you are attending any events organised by us, you may find yourself photographed by our official photographers. You agree that we may use any photographs which include your image and likeness for the purposes of marketing in any manner whatsoever, whether via our Site, on stands, billboards or other promotional materials (“Marketing Purposes”).
10.5 You agree that we may also use any personal data which we collect about you when registering and/or attending an event organised by us for Marketing Purposes. If you object to this, please notify us in writing [at the email address given in clause 1.1].
11 LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
11.1 Nothing in these Terms shall limit or exclude our liability for:
11.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
11.1.2 fraud or fraudulent misrepresentation; or
11.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
11.2 Subject to clause 11.1:
11.2.1 we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
11.2.2 our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £1,000 (one thousand pounds).
11.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.4 This clause 11 shall survive termination of the Contract.
12 FORCE MAJEURE
We shall not be liable to you for any failure to deliver Goods or Services that have been ordered by you or any delay, damage or defect to Goods or Services delivered or provided which is caused by any event or circumstance beyond our reasonable control.
13 GENERAL
13.1 Assignment and other dealings. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.
13.2 Severance. If any provision or part-provision of the Contract is or shall become invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
13.3 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.4 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
13.5 Variation. We may revise these Terms at any time by amending this page. We shall endeavour to give you reasonable notice of any changes to these Terms. You shall be deemed to have accepted any changes by your continued use of our site.
13.6 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of England and Wales and you agree to submit to the exclusive jurisdiction of the English courts in all matters arising from these Terms.