1. Definitions

“Access”    Means the agreed period-of-time (e.g., the number of days or months) when Products and will be available for use Online.

“Contract”    Means the commercial agreement between ITSM Assist and the Purchaser.

“Delivery”    Means Products and services delivered to a location (address) or person agreed between ITSM Assist and the Purchaser

“ITSM Assist”    Means ITSM Assist Limited, the seller and provider of such Products and/or Services (Company Registration: 07618216) and whose registered offices is Finnies Chartered Accountants, 4-6 Swaby’s Yard, Walkergate, Beverley, East Riding of Yorkshire. United HU17 9BZ England.

“Online”    Means those Products which can be accessed/used over the internet.

“Products”    Means digital materials, technology components or other such resources such as software, hardware components and documentation, etc., which ITSM Assist supply in accordance with these terms and conditions.

“Purchaser”    Means the person (or company) whose order for Products and Services has been accepted by ITSM Assist.

“Student”    Sometimes referred to as Delegate. Means an identified person who is permitted to access Products with the permission of the Purchaser and ITSM Assist Limited.

“Supplier”    Means those third-party providers (approved by ITSM Assist) whose Products and Services (deemed as customer-facing) are provided by the Supplier on behalf of ITSM Assist and used by the Purchaser and/or representatives of the Purchaser (deemed as Students and/or Users) accordingly.

“User”    Means a representative of the “Purchaser” who is permitted by the Purchaser and ITSM Assist to the use the Products whether in the capacity of a Student/Delegate, an administrator, authoriser or otherwise.

“VAT”    Means the current rate of value added tax (VAT) within the United Kingdom (UK). Such tax in some countries is known as goods and services tax (GST).  The current UK rate of VAT will also apply to Purchasers outside the UK.

2. Applicable Conditions

2.1    ITSM Assist shall sell and the Purchaser shall purchase Products and/or Services in accordance with prices published on the ITSM Assist website or written quotation from ITSM Assist which is accepted by the Purchaser.

2.2    No variation to these conditions shall be binding unless agreed in writing between the ITSM Assist and the Purchaser.

2.3    ITSM Assist shall be under no liability, nor shall the Purchaser be entitled to any remedy, by reason of the provisions of the Misrepresentations Act 1967 except to the extent (if any) that the Court or any Arbitrator may deem such liability as fair and reasonable in the circumstances of the case.

2.4    Any advice or recommendation given by ITSM Assist or its employees or agents to the Purchaser or its employees or agents as to the storage, application or use of Products and Services which is not confirmed in writing by ITSM Assist is followed or acted upon entirely at the Purchaser’s own risk accordingly, ITSM Assist shall not be liable for any such advice or recommendation which is not so confirmed.

2.5    Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by ITSM Assist shall be subject to correction without any liability on the part of ITSM Assist.

3. Price

3.1    The price of Products shall be those published on the ITSM Assist website or quoted price provided by ITSM Assist in writing.  Quoted prices will be open and valid for 30-days from the date of when the quotation was submitted.

3.2    Unless otherwise by ITSM Assist, all prices published or quoted are subject to the current United Kingdom (UK) rate of value added tax (VAT).  VAT also applies to any Purchaser residing outside the UK.

4. Orders, Payments, and Specifications

4.1    Unless otherwise agreed in writing between ITSM Assist and the Purchaser, Products will not be released until payment in full (including VAT) has been received by ITSM Assist.

4.2    If ITSM Assist and the Purchaser have agreed in writing alternative payment terms, ITSM Assist reserves the right (where applicable) to postpone, cancel or withdraw Products in the event the Purchaser fails to adhere to the payment terms agreed.

4.3    The quantity, quality, and description of and any specification for Products shall be those set out as published by ITSM Assist or as provided in ITSM Assist’s quotation (if accepted by the Purchaser) or the Purchaser's order (if accepted by the ITSM Assist).

4.4    ITSM Assist reserves the right to make any changes in the specification of Products which are required to conform with any applicable statutory or EC requirements or where Products and Services are subject to new revisions and/or improvement updates. 

4.5    Subject to any special terms agreed in writing between the Purchaser and ITSM Assist, ITSM Assist shall be entitled to invoice the Purchaser for the price of the Products plus VAT on or at any time after Products are made available Online or Delivered.

4.6    In the event where ITSM Assist invoice the Purchaser, unless otherwise agreed in writing, the Purchaser shall make payment to ITSM Assist on or before 30-days from the date of the invoice.

4.7    The Purchaser shall not be entitled to make any deduction from the price.

5. Access and/or Delivery of Products

Online

5.1    The first day when Products are available Online to the Purchaser will be deemed as the first day of the agreed Access Period, regardless of whether the Purchaser or respective Students/Delegates/Users have actively accessed (used) the Products or not.  The only exception to this would be where it is evident that the Purchaser or respective Students/Delegates/Users are unable to access (use) the Products due to events where ITSM Assist or a Supplier of ITSM Assist encounter technical failures thus preventing the Purchaser or respective Students/Delegates/Users from accessing Products and Services Online accordingly.  However, ITSM Assist cannot be responsible for technical failures encountered by the Purchaser or respective Students/Delegates/Users that subsequently prevent the Purchaser or respective Students/Users from accessing the Products Online.

Delivery

5.2    Where Products are Delivered by a courier on behalf of ITSM Assist the risk will pass to the Purchaser when the Products have been so Delivered. Where Products are to be collected by the Purchaser's courier from a location (address) agreed between ITSM Assist and the Purchaser, the risk will pass to the Purchaser when the Products have been collected from that location.

5.3    Where Products are to be Delivered directly by ITSM Assist in instalments, each Delivery shall constitute a separate Contract and failure by ITSM Assist to Deliver any one or more of the instalments in accordance with these conditions or any claim by the Purchaser in respect of any one or more instalments, shall not entitle the Purchaser to treat the Contract as a whole as repudiated.

6. Cancellations, Amendments and Refunds

Cancellations/Amendments

6.1    ITSM Assist reserves the right to cancel and/or amend the provision of Products to the Purchaser in the event the Purchaser fails to pay for Products in accordance with the terms and conditions outlined, or where there is a general failure to adhere to these terms and conditions. The Purchaser however, will remain liable for payment of any outstanding monies due to ITSM Assist.

6.2    The Purchaser only reserves the right to cancel and/or amend Products in relation to the agreement in writing associated directly with the Product accordingly. 

Refunds

6.3    The Purchaser will be entitled to refunds in relation to the agreement in writing associated directly with the Product accordingly. 

Exceptions

6.4    Exceptions comprise of:

-    In the event ITSM Assist supply incorrect Products and that such Products have not been largely accessed, downloaded, or consumed either by the Purchaser or respective Students/Delegates/Users.

-    The Purchaser orders incorrect Products in error and that such Products have not been largely accessed, downloaded, or consumed either by the Purchaser or respective Students/Delegates/Users.

-    At the discretion of ITSM Assist; where ITSM Assist believe there is clear evidence to justify that Products should be replaced or refunded to the Purchaser accordingly.

7. Copyright

7.1    All Products which are either under direct copyright of ITSM Assist or licensed to ITSM Assist by its Suppliers, the Purchaser may not copy, reproduce, distribute, or transmit any part of the Products for commercial gain without the prior consent of ITSM Assist. 

8. Property of Law

8.1    This Contract shall be construed and governed in all respects by English Law and, unless otherwise stated in writing, Products shall not be required to comply with any provisions of any other law. All disputes arising under or relating to this Contract shall be subject to the jurisdiction of the Courts of England.