1. Definitions | |
“Access” | Means the agreed period-of-time (e.g., the number of days or months) when Products and Services will be available for use Online. |
“Agreement” | Means the commercial agreement between ITSM Assist and the Purchaser. |
“Delivery” | Means Products and services delivered either physically or digitally to a location (address) or person agreed between ITSM Assist and the Purchaser |
“ITSM Assist” | Means ITSM Assist Limited, the seller and provider of Products and 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 and Services which can be accessed/used over the internet. |
“Products” | Means materials, technology components, and/or other resources whether electronic or physical including books or other forms of documentation, etc., which ITSM Assist supply in accordance with these terms and conditions. Products can also be provided as services (e.g., Product as a Service), see Service. Typical products:
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“Purchaser” | Means the person (or company) whose order for Products and Services has been accepted by ITSM Assist. |
“Service” | Means actions such as activities ITSM Assist carry out on behalf of the Purchaser to provide value and facilitate outcomes in accordance with these terms and conditions. |
“Student” | Sometimes referred to as Delegate or Candidate. Means an identified person who is permitted to access Products and Services 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 and Services whether in the capacity of a Student, 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 or GST may 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 and Services 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 or other goods and services tax (GST) may also apply 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, such as agreed invoicing terms, Products and/or Services will not be released until payment in full 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 and/or Services 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 and Services 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 and Services which are required to conform with any applicable statutory 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 and/or Services at any time after Products and/or Services 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 and Services | |
Online | |
5.1 | The first day when Products and Services 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/Users have actively accessed (used) the Products and Services or not. The only exception to this would be where it is evident that the Purchaser or respective Students/Users are unable to access (use) the Products and Services due to events where ITSM Assist or a Supplier of ITSM Assist encounter technical failures thus preventing the Purchaser or respective Students/Users from accessing Products and Services Online accordingly. However, ITSM Assist cannot be responsible for technical failures encountered by the Purchaser or respective Students/Users that subsequently prevent the Purchaser or respective Students/Users from accessing the Products and Services 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 and Services are to be Delivered directly by ITSM Assist (e.g., Onsite Services) 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 and Services to the Purchaser in the event the Purchaser fails to pay for Products and Services 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 and Services in relation to the agreement if submitted in writing to ITSM Assist based on the following: |
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6.2.1 |
The Purchaser can cancel within 24-hours of receipt without incurring any penalty or cancellation charges Alternatively, the Purchaser can notify ITSM Assist to delay Access until further advised, and/or reassign/transfer Students accordingly.
The Purchaser can cancel at any time prior to the date of commencement without incurring any penalty or cancellation charges. Alternatively, the Purchaser can request for the commencement date to be rescheduled or reassign/transfer Students accordingly.
Where ITSM Assist provide incorrect Products and/or Services that have not been largely accessed, downloaded, or consumed either by the Purchaser or respective Students/Users.
At the discretion of ITSM Assist; where ITSM Assist believe there is clear evidence to justify that Products and Services should be replaced or refunded to the Purchaser accordingly. It should be noted that in all circumstances the Purchaser should notify ITSM Assist at the first opportunity. |
6.3 | Where the Purchaser elects to cancel Products and Services in relation the agreement, and where the Purchaser has pre-paid, ITSM Assist will refund to the Purchaser all such monies within 7-days accordingly. |
7. Copyright | |
7.1 | All Products and Services 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 and Services 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 and Services 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. |