sales-development-zone.co.uk

Growth Engineering Limited

Terms and Conditions of Contract

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Background

This Agreement applies as between the Purchaser (as defined below) and Growth Engineering Limited (company number 5051892), whose registered office is 9 Bickels Yard, 151-153 Bermondsey Street London Bridge London SE1 3HA, and the owner(s) of this Web Site. Your agreement to comply with and be bound by these Terms and Conditions is deemed to occur upon your first use of the Web Site. If you do not agree to be bound by these Terms and Conditions, you should stop using the Web Site immediately.

No part of this Web Site is intended to constitute a contractual offer capable of acceptance. The Purchaser’s order constitutes a contractual offer and our acceptance of that offer is deemed to occur upon our sending a fulfilment email to the Purchaser indicating that the order has been agreed and the these Terms and Conditions shall apply thereto.

Definitions and Interpretation

In this Agreement the following terms shall have the following meanings:

"Account"
Means collectively the personal information, Payment Information and credentials used by Users to access the Content and / or any communications System on the Web Site;

"Agreement"
Means the contract between Growth Engineering™ and the Purchaser on the terms and conditions set out in the Web Site including these Terms and Conditions;

"Content"
Means any text, graphics, images, audio, video, software, application code, source code, applets, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Web Site;

"Growth Engineering"
Means Growth Engineering Limited (company number 5051892), whose registered office is 9 Bickels Yard, 151-153 Bermondsey Street London Bridge London SE1 3HA.

"Services"
Means collectively the services and information agreed to be supplied to you as specifically described in the Web Site together with sales consultancy or training delivery and any online facilities and tools that Growth Engineering™ specifically agrees to make available through the Web Site either now or in the future;

"Payment Information"
Means any details required for the purchase of Services from this Web Site. This includes, but is not limited to, credit / debit card numbers, bank account numbers and sort codes;

"Purchaser"
Means any person firm or corporate body that buys Services from Growth Engineering™ from this Web Site;

"Purchase Information"
Means collectively any orders, invoices, receipts or similar that may be in hard copy or electronic form;

"Services"
Means

1. Licensing by Growth Engineering™ of the use of the Website for the number of users specified by the Purchaser and accepted by Growth Engineering™;

and may include the following as may be agreed in writing:

2. Provision by Growth Engineering™ of consulting activities on a time and materials basis, as required from time to time by the Purchaser.

3. Development by Growth Engineering™ of custom software for and on behalf of the Purchaser

"System"
Means any online communications infrastructure that Growth Engineering™ makes available through the Web Site either now or in the future. This includes, but is not limited to, learning management system, sales development management system, sales training library, web-based email, message boards, live chat facilities and email links;

"User" / "Users"
Means any person (other than an employee officer or consultant of Growth Engineering) that accesses the Web Site in accordance with the Terms and Conditions with the express or implied authority of the Purchaser; and

"Web Site"
Means sales-development-zone.co.uk and any sub-domains of this site unless expressly excluded by their own terms and conditions.

2. Business Customers

These Terms and Conditions apply to business customers only.

3. Intellectual Property

Subject to the exceptions in Clause 5 of these Terms and Conditions, all Content included on the Web Site, unless uploaded by Users, including, but not limited to, text, word documents, excel documents, power point documents, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software and all copyright, unregistered design right (whether registered or not) therein (‘Intellectual Property’) in any jurisdiction of the world is the exclusive property of Growth Engineering™ our affiliates or other relevant third parties. By accessing and continuing to use the Web Site you acknowledge that applicable United Kingdom and International Intellectual Property and other laws protect such material. Save for the specific user rights granted hereunder, no licence or other rights are granted to you in relation to any such Intellectual Property under or by virtue of these Terms and Conditions.

Without prejudice to the generality of the forgoing all material, audits assessments and tests supplied as part of the Services or contained in the Web Site are the property of Growth Engineering™.

You may not reproduce, copy, distribute, store or in any other fashion or re-use material from the Web Site unless otherwise indicated on the Web Site or unless given express written permission to do so by Growth Engineering™.

Sales-development-zone.co.uk and Growth Engineering are trademarks of Growth Engineering Limited. Other products and company names mentioned on this website may be the trademarks or registered trademarks of their respective owners.

4. Links to Other Web Sites

This Web Site may contain links to other sites. Unless expressly stated, these sites are not under the control of Growth Engineering™ or that of our affiliates. We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Web Site does not imply any endorsement of the sites themselves or of those in control of them.

5. Links to this Web Site

Those wishing to place a link to this Web Site on other sites may do so.

6. Use of Communications Facilities

6.1 When using the Web Site you should do so in accordance with the following rules:

6.1.1. Obscene or vulgar language must not be used;

6.1.2. Content that is unlawful or otherwise objectionable must not be submitted. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;

6.1.3. Content that is intended to promote or incite violence must not be submitted;

6.1.4. It is advised that submissions are made using the English language(s) as we may be unable to respond to enquiries submitted in any other languages;

6.1.5. The means by which Users identify themselves must not violate these terms of use or any applicable laws;

6.1.6. Users must not impersonate other people, particularly employees and representatives of Growth Engineering ™or our affiliates; and

6.2. You acknowledge that Growth Engineering™ reserves the right to monitor any and all communications made to us or using our System.

6.3. You shall retain ownership of all copyright and data you submit to the Web Site.

6.4 Unless otherwise agreed in writing by Growth Engineering™ the aggregate data of all files uploaded by Users to the Website shall not exceed 100 megabytes.

7. Accounts

7.1. In order to purchase Services on and to access this Web Site, Users are required to register with us and create an Account which will contain certain personal details of each User. On registering with us, each User will be issued with a user name and password that must be used in order to access certain restricted parts of the Web Site. The user name and password are personal to the relevant User and are not transferable. Multiple logons are prohibited.

7.2. The User name and password are the methods used by us to identify the User and so are very important. The Purchaser is responsible for all information posted on the Web Site by anyone using a User name and password and will be liable for any payments due for Services accessed through the Web Site by anyone using a User name and password. Any breach of security of a user name and password should be notified to us immediately.

7.3. The Purchaser (including any User) may not adapt or circumvent the systems in place in connection with the Web Site nor access the Web Site other than through normal operations and the rightful use of a User name and password.

7.4. Without prejudice to the generality of these Terms and Conditions, if we have reasonable grounds for believing that you are in breach of this clause 7 or of any other provision of these Terms and Conditions we may at any time and without notice may suspend your access to and use of the Web Site.

7.5. By continuing to use this Web Site you represent and warrant that:

7.5.1. All information you submit is accurate and truthful;

7.5.2. if you are buying on behalf of your employers, you have the authority to submit Payment Information where any such authority is required; and

7.5.3. you will keep this information accurate and up-to-date.
Your creation of an Account is further affirmation of your representation and warranty.

7.6. It is recommended that you do not share your Account details, particularly your username and password. Growth Engineering™ accepts no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details in your Internet browser.

7.7 When choosing a username Users are required to adhere to the terms set out above in Clause 7. Any failure to do so could result in the suspension and/or deletion of your Account.

8. Term, Termination and Cancellation

8.1 Growth Engineering™ may terminate an Account. If Growth Engineering™ terminates your Account, you will be notified by email and an explanation for the termination will be provided. Notwithstanding the foregoing, we reserve the right to terminate without giving reasons.

8.2 If Growth Engineering™ terminates an Account, any unfulfilled development programs and training courses on your Account will be cancelled/and you will no longer have the right to use the training material in any way.

8.3. Subject to clause 8.4, if orders are cancelled by Growth Engineering™ for any reason prior to fulfilment we will refund to you any sums paid for that order within 90 days of receipt of your cancellation.

8.4. Growth Engineering™ reserves the right to deduct from any payment made under clause 8.3 the cost of any Services which have been partially fulfilled taking into account any use or benefit that you may have already had out of the Services.

8.5 You can cancel any services you order via the Web Site within 7 days of your order being accepted, except that where the services are provided within 7 days of the order being accepted, your right to cancel ceases once provision of the services starts. We aim to commence provision of Services as promptly as possible. You accept that the Services will often be provided shortly after the order is accepted and as a result you may only have a short period, if any, in which to cancel an order.

8.6. Subject to your right of cancellation in clause 8.5 the Agreement shall commence upon the date when payment of sums due under clause 9 have been received by Growth Engineering™ and (subject to earlier termination pursuant to this Clause 8) shall continue for a period of 18 months and thereafter shall continue unless and until terminated by one party giving to the other not less than 6 months' notice to that effect, such notice not to be served prior to the expiry of 18 months.

8.7. Without prejudice to its accrued rights Growth Engineering™ shall be entitled to terminate this Agreement with immediate effect by giving notice to the Purchaser, in the event that the Purchaser:

8.7.1. becomes insolvent;

8.7.2 ceases, or threatens to cease, to carry on business;

8.7.3 makes any composition or arrangement with its creditors, or proposes any voluntary arrangement with its creditors, or scheme of arrangement approved in accordance with the Insolvency Act 1986;

8.7.4 has an application made to the Court for the appointment of an administrator or an administrative receiver over all or part of its assets;

8.7.5 has a liquidator, receiver, or administrator of its business or undertaking appointed;

8.7.6 has a winding-up order made, or (except for the purposes of solvent amalgamation or reconstruction) a resolution for voluntary winding-up passed

PROVIDED THAT neither party will be entitled to terminate this Agreement in accordance with this Clause 8 where any of the above events have occurred as part of a bona fide solvent group restructuring

8.7.7 commits a material breach of this Agreement and, where such breach is capable of remedy, fails to remedy such breach within 7 days (or such other period as the parties may agree) of notice of the breach; or

8.7.8 acts or omits to act such that there are persistent breaches of its obligations under this Agreement in aggregate amounting to a material breach;

8.7.9 The rights of each of the parties under this Clause 8 are in addition without prejudice to any right (but subject to any exclusions or limitations expressly set out in this Agreement) which any party may have to obtain redress or relief at law (whether by way of damages, specific forms or otherwise) in respect of any breach of this Agreement.

8.8 On termination of this agreement any and all licences for the use of Growth Engineering’s™ Intellectual Property by the Purchaser shall forthwith terminate and unless otherwise specifically agreed in writing by Growth Engineering™ the Purchaser shall forthwith destroy and/or permanently delete all copies of Content and all parts thereof in its possession or under its control in whatever form held and the chief executive or managing director of the Purchaser shall sign and send to Growth Engineering™ a document which unconditionally states and warrants to Growth Engineering™ that the Purchaser has fully complied with its obligations under this Clause 8.8. Growth Engineering shall be entitled to continue to charge for the Services notwithstanding any such termination until such time as the said document is received by Growth Engineering™ in a form reasonably satisfactory to Growth Engineering™.

9. Payment

9.1. Unless otherwise agreed Growth Engineering shall be entitled to charge for the Services at the subscription rates specified in http://www.sales- development-zone.co.uk/sdz-members/pricing.php strictly on a per User basis. Unless otherwise agreed, all payments will be made by credit or debit card in accordance with the Payment Information and the payments referred to below debited on the first business day of the calendar month

9.2. Unless otherwise agreed in writing payment for the Services shall comprise an initial set up fee equivalent to 2 months subscription at the applicable subscription rates based on the number of Users. In addition, unless otherwise agreed in writing, 6 months subscriptions are payable in advance, the remainder over the balance of the contract.

9.3 Where applicable any and all invoices are due for payment on the date shown on the invoice, unless alternative arrangements have been agreed in writing between the Purchaser and Growth Engineering™.

9.4 Without prejudice to the right of Growth Engineering™ to terminate the Agreement, interest will be charged on a daily basis, at 4% above the base lending rate of the Barclays Bank PLC obtaining at the time in respect of any delayed payment as form the due date down to full payment thereof, both before as well as after judgment.

10. Services, Pricing and Availability

10.1. all pricing information on the Web Site is correct at the time of going online. Growth Engineering™ reserves the right to change prices. All pricing information is reviewed and updated every 6 months

10.2. all prices on the Web Site are EXCLUSIVE of VAT.

11. Privacy

Our Privacy Policy also governs use of the Web Site (see privacy policy on the website) which is incorporated into these terms and conditions by this reference. To view the Privacy Policy, please click on the link above.

12. Disclaimers and Guarantee

12.1 Save as specifically agreed in writing, Growth Engineering™ makes no warranty or representation that the Web Site will meet your requirements, that it or the Services will be of satisfactory quality, that it or the Services will be fit for a particular purpose, that it or the Services will not infringe the rights of third parties, that it or the Services will be compatible with all systems, that it or the Services will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Services. To the maximum extent permitted by the law all statements, conditions or warranties (whether express or implied by law or otherwise) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality are hereby excluded.

12.2 No part of this Web Site is intended to constitute advice and the Content of this Web Site should not be relied upon when making any decisions or taking any action of any kind.

13. Changes to the Service and these Terms and Conditions

Growth Engineering™ reserves the right to change the Web Site, its Content or these Terms and Conditions at any time. Users and Purchasers will be bound by any changes to the Terms and Conditions from the first time the Web Site is used by them following the changes. If Growth Engineering™ is required to make any changes to Terms and Conditions relating to sale of Services by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by Purchasers in the future.

14. Availability of the Web Site

Our Services are provided "as is" and on an "as available" basis. Growth Engineering™ accepts no liability for any disruption or non-availability of the Web Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

15. Limitation of Liability

15.1. To the maximum extent permitted by law, Growth Engineering™ accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the Services or the use of the Web Site or any information contained therein. Users should be aware that they use the Web Site and its Content at their own risk.

15.2. Nothing in these Terms and Conditions excludes or restricts Growth Engineering™’s liability for death or personal injury resulting from any negligence or fraud on the part of Growth Engineering™.

15.3. Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is unenforceable.

16. Employees and consultants

The Purchaser agrees that during the term of this Agreement and for a period of one year after termination, it shall not, and shall ensure that its associated companies do not, directly or indirectly:

(a) Solicit or endeavour to entice away;

(b) Offer employment to;

(c) Employ;

(d) Offer a contract for services; or

(e) Enter into a contract for services with;

Any employee or consultant of Growth Engineering who was for any material period of time engaged in providing Services.

17. No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

18. Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

19. Notices

All notices / communications shall be given to us either by post to our Premises (see address above) or by email to http://www.sales-development-zone.co.uk/sdz-contact/contact-us.php Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

20. Law and Jurisdiction

These terms and conditions and the relationship between you and Growth Engineering™ shall be governed by and construed in accordance with the Law of England and Wales and Growth Engineering™ and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales

Sales-Development-Zone.co.uk: 40 Grove Road, Windsor, Berkshire, SL4 1JQ | Tel: 08703 816 880

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