Terms & Conditions
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STANDARD TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES OF URBAN-SERE LTD
1.1. In this document the following words shall have the following meanings:
1.1.1. "Agreement" means these Terms and Conditions together with the terms of any applicable Specification Document;
1.1.2. “Customer”, “You” means the organisation or person who purchases goods and services from the Supplier;
1.1.3. “Ebook” means all PDF digital media documents and literary works;
1.1.4 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.1.5 "Specification Document" means a web page advertisement, statement of work, quotation or other similar document physical or digital and describing the goods and services to be provided by the Supplier;
1.1.6. “Supplier”, ”We”, “Us”, “Urban-SERE” means Urban-SERE Ltd, 2 Roebuck Court, Hilderstone, Staffs, ST15 8WD.
1.1.7. “Website” means the website owned and staffed by Urban-SERE Ltd.
2.1. These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer, use of the website and use of Ebooks.
2.2. Before the commencement of the services the Supplier shall submit to the Customer a Specification Document which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.
2.3. The Supplier shall use all reasonable endeavours to complete the services within estimated time frames.
3. PRICE AND PAYMENT
3.1. The price for the supply of goods and services are as set out in the Specification Document. The Customer shall settle invoices in full prior to delivery.
4. SPECIFICATION OF THE GOODS
4.1. All goods shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier (other than the webpages) and no representation written or oral, correspondence or statement shall form part of the contract.
5.1. The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.
5.2. All risk in the goods shall pass to the Customer upon delivery.
6.1. Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.
7. CUSTOMER`S OBLIGATIONS
7.1. To enable the Supplier to perform its obligations under this Agreement the Customer shall:
7.1.1. co-operate with the Supplier;
7.1.2. provide the Supplier with any information reasonably required by the Supplier;
7.1.3. obtain all necessary permissions and consents which may be required before the
7.1.4. commencement of the services; and
7.1.5. comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.
7.2. The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply
7.3. Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Specification Document, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods and services contracted for as set out in the Specification Document, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.
7.4. In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
7.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project.
8. ALTERATIONS TO THE SPECIFICATION DOCUMENT
8.1. The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.
8.2. The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
8.3. Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
8.4. Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
9.1. The Supplier warrants that as from the date of delivery for a period of 12 months the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials. Any additional warranties described in the specification document are manufacturers warranty only.
9.2. The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
9.3. Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.
10.1. The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.
10.2. The Customer shall certify to the Supplier that there is no known reason or medical contra-indication to undertake any course, training or assessment provided by the Supplier. If in any doubt the Customer agrees to inform and liaise with the Supplier providing all information requested.
11. LIMITATION OF LIABILITY
11.1. Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.
11.2. In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
11.3. We will not be liable to you in respect of any business losses, including without limitation loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
11.4. We will not be liable to you in respect of any loss or corruption of any data, database or software.
11.5. Urban-SERE Ltd will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website, Ebooks or Proprietary information.
1.6. These limitations of liability apply even if Urban-SERE Ltd has been expressly advised of the potential loss.
12.1. Either party may terminate this Agreement forthwith by notice in writing to the other if:
12.1.1. the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
12.1.2. the other party commits a material breach of this Agreement which cannot be remedied under any circumstances.
13. INTELLECTUAL PROPERTY RIGHTS
13.1. All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
14. FORCE MAJEURE
14.1. Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
15. INDEPENDENT CONTRACTORS
15.1. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.
16.1. The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
17.1. If any provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
18.1. The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
19.1. Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
20. ENTIRE AGREEMENT
20.1. This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
21.1. Urban-SERE Ltd may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version.
22. NO ADVICE
22.1. The ebook contains information about Urban-SERE Specific knowledge; the information is not advice, and should not be treated as such.
22.2. You must not rely on the information in the ebook as an alternative to advice from an appropriately qualified professional. If you have any specific questions about any matter you should consult an appropriately qualified professional.
23. NO REPRESENTATION OR WARRANTIES
23.1. Without prejudice to the generality of the foregoing paragraph, we do not represent, warrant, undertake or guarantee:
23.1.1. that the information in the ebook is correct, accurate, complete or non-misleading;
23.1.2. that the use of the guidance in the ebook will lead to any particular outcome or result.
24. WEBSITE TERMS AND CONDITIONS
24.1. These terms and conditions govern your use of this website; by using this website, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website.
25. LICENSE TO USE WEBSITE
25.1. Unless otherwise stated, Urban-SERE and/or its licensors own the intellectual property rights in the website and material on the website.
25.2. You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.
25.3. You must not:
25.3.1 republish material from this website (including republication on another website);
25.3.2. sell, rent or sub-license material from the website;
25.3.3. show any material from the website in public;
25.3.4. reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
25.3.5. edit or otherwise modify any material on the website; or redistribute material from this website except for content specifically and expressly made available for redistribution.
26. ACCEPTABLE USE
26.1. You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
26.2. You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
26.3. You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without Urban-SERE’s express written consent.
26.4. You must not use this website to transmit or send unsolicited commercial communications.
26.5. You must not use this website for any purposes related to marketing without Our express written consent.
27. RESTRICTED ACCESS
27.1. Access to certain areas of this website is restricted. Urban-SERE reserves the right to restrict access to areas of this website, or indeed this entire website, at Our discretion.
27.2. If Urban-SERE provides you with a user ID and password to enable you to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential.
27.3. Urban-SERE may disable your user ID and password in Our sole discretion without notice or explanation.
28. USER CONTENT
28.1. In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.
28.2. You grant to Us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to Urban-SERE the right to sub-license these rights, and the right to bring an action for infringement of these rights.
28.3. Urban-SERE reserves the right to edit or remove any material submitted to this website, or stored on servers, or hosted or published upon this website.
29. NO WARRANTIES
29.1. This website is provided “as is” without any representations or warranties, express or implied. Urban-SERE Ltd makes no representations or warranties in relation to this website or the information and materials provided on this website.
29.2. Without prejudice to the generality of the foregoing paragraph, We do not warrant that: This website will be constantly available, or available at all; or the information on this website is complete, true, accurate or non-misleading.
30.1. By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.
30.2. If you do not think they are reasonable, you must not use this website.
31.1 We may transfer, sub-contract or otherwise deal with Urban-SERE rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.
31.2. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.
32. CANCELLATIONS AND REFUNDS
32.1. Any courses booked and paid for may be cancelled with the following penalties:
32.1.1 cancelling a course booking within 8 weeks prior to commencement incurs a 50% cost penalty.
32.1.2. cancelling a course booking within 2 weeks prior to commencement incurs a 100% cost penalty.
32.1.3. cancelling an attendee and transferring the booking to another named person may only be permitted with the express permission and agreement of Us and when confirmed in writing. This will result in an additional administration charge of £20 being levied.