PRODUCTS AND SERVICES TERMS OF CONDITIONS
This Agreement contains the terms and conditions applicable to the use of any Products or Services by You. By placing an Order for any Product or Service, you agree to the terms and conditions of this Agreement.
1.1 Unless the context requires otherwise, the following definitions shall apply:
Agreement means this agreement between You and Mowbray by Design (MbD);
Authorised User means You or any person in Your organisation to whom access to a Product or Service is provided in accordance with the terms of this Agreement;
MbD's Website means www.mowbraybydesign.com;
Commencement Date means the date upon which You place an order and pay for the Product or Service;
Force Majeure means circumstances beyond the relevant party’s control that prevent performance of the Agreement including any failure or breakdown of electronic systems upon which the provision of a Product or Service is dependent;
Intellectual Property Rights or IPR means any and all intellectual property rights including trademarks, copyright, moral rights, database rights, know-how and all other intellectual and proprietary information rights as may exist now or hereafter come into existence; all modifications, renewals, rights to apply for, renewals and extension of any of the foregoing arising under the laws of any country, state or jurisdiction in the world;
Order means an order placed by You and payment received by MbD for the purchase of a Product or Service through MbD’s Website;
Price means the amount to be paid by You to MbD for the Product or Service as quoted to You at the time You place an Order;
Products means any materials (including but not limited to templates, reports, software, training programs, third-party personality profiles and/or other general information contained within documents) which You purchase from MbD's website as may be updated from time to time;
Services means any coaching, advising, mentoring, facilitating, speaking or feedback sessions which You purchase from MbD's website as may be updated from time to time;
You means You placing an Order for a Product or Service. Yours and Your shall be construed accordingly.
2. USE OF THE PRODUCTS OR SERVICES
2.1 Payment of the Price will entitle You to a royalty free, non-exclusive, non-transferable, non-sublicensable licence to use, download and store the Product(s) or access the Service(s). In respect of any element of the Product or Service that comprises a template, you may for Your own internal purposes only make derivative works using the Product or Service. You acknowledge that You have purchased a licence to use the Product or access the Service, and that the grant of this licence does not constitute a transfer of ownership.
2.2 You may only use the Product or Service for Your internal purposes in the course of Your own business, unless otherwise agreed in writing with MbD. You shall not forward (and shall procure that no Authorised User shall forward), via any means, any content provided by MbD to anyone other than You.
2.3 It is your responsibility to ensure that you can access MbD's website or Services and to have and maintain licences to use any software required to access any Product or Service.
2.4 You may not, unless otherwise expressly permitted:
2.4.1 sell, sub-licence, distribute, display, copy, disassemble, decompile, reverse engineer, translate, transfer, record or otherwise make available any Product, Service and/or its content to any other person;
2.4.2 use any Product, Service or its content to create any derivative works or products or services that could be considered competitive products or services;
2.4.3 allow any third party to access, benefit or use any Product, Service or its content in any way; or
2.4.4 share any password, username or other access information that can be used to access any Product, Service or its content.
2.5 You shall maintain all security measures as may reasonably be required to prevent any unauthorised access to or use of any Product or Service.
2.6 Your rights under this Agreement may be revoked if You fail to comply with any of the terms of this Agreement, and upon notice of revocation You shall, and shall procure that Your Authorised Users and anyone else to whom you have provided access to any Product or Service shall, immediately:
2.6.1 cease to use or access the Product or Service and its content; and
2.6.2 destroy all copies of the Product or Service, its contents and any information or derivative works which have been created or acquired by You as a result of or in connection with this Agreement.
2.7 You agree to indemnify MbD, its members, employees, officers and licensors against any and all liability arising from Your or any third party’s unauthorised use of any Product or its contents provided to You and any use by You or any third party of any derivative works made by you.
3.1 The Products and Services are provided ‘as is’ for general information purposes only and do not constitute professional advice, and You should not rely on them as such. The Products and Services may not be suitable for Your purposes.
3.2 MbD does not warrant that use of the Products or Services will ensure Your compliance with any applicable legal or regulatory requirements.
3.3 All warranties, representations and obligations not set out in this Agreement (whether expressly or as implied by law) are hereby excluded to the maximum extent permitted by law.
4.1 MbD shall send You a confirmation of Your Order as soon as reasonably practicable after Your purchase of any Products or Services.
4.2 The Price is inclusive of VAT.
5. MbD's OBLIGATIONS
5.1 Upon receipt of Your Order, MbD shall, as soon as reasonably practicable, issue You with the relevant information to enable You to access the Product(s) or Service(s).
5.2 MbD is not under any obligation to provide maintenance or support for any Product, Service or its content.
6. INTELLECTUAL PROPERTY
6.1 Any IPR subsisting in the Products or Services is and shall remain the sole property of MbD or, where applicable, its licensors. You acknowledge that all present and future rights in and title to the Products or Services, including the right to grant access to and use of the same, shall vest in MbD and, where applicable, its licensors.
6.2 You shall indemnify MbD from and against all costs and expenses (including reasonable legal expenses) arising from any claim that any derivative work that you create based on any Product or Service infringes any third party’s IPR. You agree to cooperate with MbD in the defence of any such claim at Your own expense.
7. DATA PROTECTION
7.1 To the extent that MbD processes any personal data provided by You in connection with this Agreement, MbD will do so in accordance with MbD's privacy statement as set out at https://mowbraybydesign.com/legal/ and in accordance with any applicable data protection laws of the United Kingdom.
8.1 Nothing in this Agreement shall limit a party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot by law be limited.
8.2 MbD shall not be liable to You for any indirect, special, incidental and/or consequential loss and/or damage incurred by You in connection with your use of any Product or Service.
8.3 MbD shall not be responsible for any loss, damage or other cost resulting from any decisions that are made in reliance on any Product or Service including, without limitation, compliance and/or risk management decisions, and You acknowledge that any use of any Product, Service or any of its contents are at Your own risk.
8.4 MbD excludes to the fullest extent permitted by law any liability whatsoever for any:
8.4.1 loss of profit, business, revenue, goodwill, mental health, wellbeing and/or anticipated savings; and/or
8.4.2 sanctions imposed upon You arising out of or in connection with Your non-compliance with any legal or regulatory requirements.
8.5 MbD's total aggregate liability to You in connection with this Agreement shall be limited to the Price.
9.1 If You wish to provide notice under this Agreement, such notice must be sent to firstname.lastname@example.org.
9.2 If MbD needs to provide You with notice under this Agreement, it shall be sent to You using the email address that You provided when placing Your Order. It is Your responsibility to ensure that Your details are up to date and correct.
10.1 You may not assign, transfer, sub-licence or deal with any of Your rights or obligations under this Agreement without MbD's express permission.
11 . VARIATION
11.1 MbD may at its sole discretion update the terms of this Agreement from time to time on the Website. It is your responsibility to check the MbD Website from time to time to ensure your compliance with any updated terms.
12.1 MbD may terminate this Agreement at any time where:
12.1.1 You breach any material term of it, or
12.1.2 MbD has reasonable grounds to believe that the performance of it may be unlawful or cause MbD and/or You to breach any legal, regulatory or professional requirement.
13. GOVERNING LAW AND JURISDICTION
13.1 This Agreement and any dispute arising out of or in connection with it (whether contractual or non-contractual) shall be governed by the laws of England and Wales, and any dispute arising out of or in relation to this Agreement (whether contractual or non-contractual) shall be subject to the exclusive jurisdiction of the Courts of England.
14.1 This Agreement constitutes the entire agreement between MbD and You in relation to any Products or Services. This Agreement supersedes all previous discussions, correspondence, negotiations, understandings or agreements entered into by us in relation to any Products or Services.
14.2 Subject to clause 10.1, You agree that You have not relied upon, nor will you have any claim in respect of any representation, warranty or condition that is not set out in this Agreement.
14.3 This Agreement does not grant any rights under the Contracts (Rights of Third Parties) Act 1999 to any third party to enforce any term of this Agreement.
14.4 In the event that any provision of this Agreement is deemed to be invalid or unenforceable, it shall be severed from the Agreement and shall not affect the validity and enforceability of any other term in this Agreement.
14.5 No failure by MbD to exercise any right under this Agreement or to take action against You in the event of a breach of this Agreement shall constitute a waiver of such right or any other rights under this Agreement.