Eclipse Management Systems Websites Terms and Conditions
This website and our other websites are operated by Eclipse Management Systems Limited, a company incorporated in England & Wales, of 3 Gwel Y Mynydd, Llanberis, Caernarfon, Gwynedd, LL55 4GA.
When you use any of our Services, as defined below, you agree to be bound by them. This agreement binds both you and us as soon as you become a client or customer. We advise you to print a copy now.
This agreement may be changed at any time. When it is changed, your own contract is not changed. The version posted here at the time you instructed us continues to be valid. The new version is valid for all new instructions from you.
- “Content” means information in any form published on Our Websites by us or any third party with our consent.
- “Copy or Publish” with reference to a Licensed Product, means reproducing or publishing in whole or in part, using any means, in any medium. It includes breaking up, changing, cropping or any other change or use as part of some other created work.
- “Our Website/s” means all of the hardware and software installation that enables our websites to function and all Content.
- “Post” means place on or into Our Websites any Content or material of any sort by any means.
- “Service” or “Services” means all the services we provide, whether or not from Our Websites.
In this agreement unless the context otherwise requires:
- a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
- in the context of permission, “may not” in connection with an action of yours, means “must not”.
- any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
- a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
- all money sums mentioned in this agreement are calculated net of VAT, which will be charged when payment is due.
- these terms and conditions apply to all supplies of a Service or Licensed Products by us. They prevail over any terms proposed by you.
- this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
- If you use Our Websites in any way on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
- In entering into this contract you have not relied on any representation or information from any source except Our Websites.
- You acknowledge that you are satisfied that the Product or Service you have selected is suitable and satisfactory for your requirements.
- When you click to buy a Product or Service from us, in law you are offering to buy. Your contract with us is made only on the first to happen of:
- we send a Product to you; or
- we authorise you to download a Product; or
- you have sent a completed instruction to us and paid for the Service you have ordered, and we have started to work for you.
- Every Product or Service you buy which is separately identifiable is the subject of a separate contract. Accordingly, performance or breach of one contract does not affect any other.
- You cease to be a client of Eclipse Management Systems Limited when our contract with you is concluded on the first to happen of:
- your receipt of a document or form you have bought, by any means;
- our sending of a document or form by e‑mail and not receiving notification from our service provider of non‑delivery;
- our completion of any other task or Service for which you have paid us;
- our having worked for the amount of time for which you have paid us, even if the work is unfinished.
- As a result you are not a client for the time between our completing one piece of work for you and starting another. Each piece of work is a new retainer which terminates when that work is done. If we should give advice on the same case at a subsequent time, such advice constitutes a separate contract and does not retrospectively extend the first contract for our Services.
- There is no contract between us for any free Service, so you do not become a client by using any free Service and we are not liable to you in any way resulting from your use of any free service.
- The price of any document or other Service may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy a Service.
- Services will be delivered by your free download, by e-mail or by both of these, at our choice.
- You agree that you are bound by these terms (or the latest version of them) for all future contracts with us, whether ordered through Our Websites or in some other way.
- You now agree that you commit a breach of this contract if you seek repayment of money paid to us by asking your credit card provider to credit back a payment made to us, without attempting to seek repayment from us first. In that event, you agree that you will owe us first the sum charged to us by our merchant service provider and secondly a sum based on time spent at £50 per hour in dealing with your breach. You also agree that this provision is reasonable.
Delivery of Service:
- Products will be supplied instantaneously or almost so, will be delivered by your own download from Our Websites. You may obtain re‑delivery as often as you wish for a period of 60 days.
- We accept no responsibility for problems you may have in making payment through a web page of our payment service provider or in down‑loading any document or other Service.
If you buy as a consumer:
If you buy as a Consumer as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and provided those regulations apply to the transaction concerned, then the following terms apply to the contract between us.
- You have a right to cancel the contract within 14 days of placing your order.
- Every Product or Service provided by us is designated to be delivered immediately or as soon as we are reasonably able to deliver it. Most products are supplied automatically after you have made payment.
- We do not supply any product or service on terms for future delivery. That means, if you wish to use our Products or Services, you must instruct us to deliver in accordance with our terms. If you do this you will lose your right to cancel in the 14 day period.
- You now do instruct us to deliver as soon as we are reasonable able and you understand that in doing so you lose your right to cancel.
- The Regulations do not remove other statutory rights you may have.
- Free Services are not covered by the Regulations.
- Subject to the conditions mentioned above, you have no right to a refund of money paid for a Product or Service when the transaction cannot be undone because that Product or Service has been made available to you.
Promotions, offers and events:
If we offer Services in some way not anticipated by these terms, then you are entitled to terms no less favourable than those set out here.
Disclaimers and limitation of liability:
- The law differs from one country to another and between consumers and other buyers. This paragraph applies so far as the applicable law allows.
- All implied conditions, warranties and terms are excluded from this agreement.
- We make no representation or warranty that any Service or Licensed Product will be:
- fit for a particular purpose;
- available or accessible, without interruption, or without error.
- We shall not be liable to you for any loss or expense which is:
- indirect or consequential loss; or
- economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew you might incur it.
- This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this clause under the Contracts (Rights of Third Parties) Act 1999, as well as to ourselves.
- If you become aware of any breach of any term of this agreement by any person, please tell us by email to [email protected] We welcome your input but do not guarantee to agree with your judgement.
- Some Services or Licensed Products you might buy on Our Websites are provided by health and safety professionals in practice. Those Services may be subject to the rules and regulations of the professional bodies of which those providers are members. You have the benefit of their professional indemnity insurance and of other professional safeguards.
- The fact of your buying Services from a qualified health and safety professional does not of itself indicate that the service is suitable for your use. Advice is inevitably limited by the scope of your instructions and the time available for the drawing of advice. If you require a full service, it may be necessary to get in contact with a qualified consultant for further help.
- Documents may include technical inaccuracies or typographical errors.
- Advice given and documents drawn specially for you are appropriate only to the facts and circumstances you have told us about. If you do not give us full instructions, it is possible that our advice may also be incomplete.
- We are not responsible for any action you decide to take as a result of using a Service or buying a Licensed Product.
- Our Websites contains links to other internet web sites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the content of any such linked web site, nor for any loss or damage arising from your use of any such web site.
- Advice given and documents produced by Eclipse Management Systems Limited are valid only within the jurisdiction of the United Kingdom.
Security of your credit card:
- We take care to make Our Websites safe for you to use. Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
- If you have asked us to remember your credit card details in readiness for your next purchase or subscription, we will securely store your payment details on our systems. These details will be fully encrypted and only used to process your automatic monthly payments or other transactions which you have initiated.
Copyright and other Intellectual property:
- All documents are copyright and must not be used or passed on as your own work
- You agree that at all times you will:
- not to cause or permit anything which may damage or endanger our title to any Product or other intellectual property;
- notify us of any suspected infringement of the intellectual property.
Content you Post to Our Websites:
You agree that you will not use or allow anyone else to use Our Websites to Post a Contribution which is or may:
- be information which could promote or assist any unlawful purpose;
- be malicious or defamatory;
- consist in commercial audio, video or music files;
- be illegal, obscene, offensive, threatening or violent;
- promote discrimination or animosity to any person on grounds of gender, race, religion, nationality, disability, sexual orientation or age;
- be likely to harass, intimidate, bully, or alarm any other person;
- be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
- give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
- link to any of the material specified in this paragraph.
Removal of offensive Content:
- For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Websites for any purpose.
- We are under no obligation to monitor or record the activity of any user or visitor to Our Websites for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
- If you are offended by any Content, the following procedure applies:
- Your claim or complaint must be submitted to us in the form available on Our Websites, or contain the same information as that requested in our form. It must be sent to us by post or email.
- we shall remove the offending Content as soon as we are reasonably able;
- after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
- we may re-instate the Content about which you have complained or not.
- In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
- You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.
Security of Our Websites:
We may, at our discretion or as part of a paid Service, give you permission to access Our Websites for the purpose of Posting or uploading a Contribution or Content of some sort. We may read, assess, review or moderate any Contribution or Content Posted on Our Websites. If we do, we need not notify you or give you a reason.
If you violate Our Websites or use it unlawfully or immorally, we will take the strongest action against you that we can. Your action may be unlawful in some country, where you may accordingly be subject to extradition and criminal proceedings.
You now agree that you will not, and will not allow any other person to:
- modify, copy, or cause damage or unintended effect to any portion of Our Websites, or any software used within it.
- link to our site in any way that would cause the appearance or presentation of Our Websites to be different from what would be seen by a user who accessed Our Websites by typing the URL into a standard browser;
- download any part of Our Websites, without our express written consent;
- collect or use any product listings, descriptions, or prices;
- collect or use any information obtained from or about Our Websites or the Content except as intended by this agreement;
- aggregate, copy or duplicate in any manner any of the Content or information available from Our Websites, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
- for any purpose use our name, any proprietary information (including images, text, page layout, or form) of ours or of our affiliates in any way and in particular to entice search robots to some other website;
- make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, “Trojan horses”, “worms” or any other harmful software;
- upload or republish any part of our Content on any Internet, intranet or extranet site.
- share with a third party any login credentials to Our Websites;
- use on Our Website software which assists in:
- data mining, extraction or collection;
- performing any automated operation;
- Despite the above terms, we now grant a licence to you to:
- create a hyperlink to Our Websites for the purpose of promoting an interest common to both of us, you can do this without specific permission. This licence is conditional upon your not portraying us or any Product or Service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
- you may copy the text of any page for your personal use in connection with the purpose of Our Websites or a Service we provide.
You agree to indemnify us against any claim or demand, including reasonable lawyers’ fees, made by any third party due to or arising in any way out of your use of Our Websites, or the infringement by you, or by any other person using your computer, of any intellectual property or other right of any person.
- You undertake to provide to us your current land address, e-mail address, telephone and fax numbers as often as they are changed together with all information that we may require to enable us to fulfill our obligations under this contract.
- We may change this agreement in any way at any time. The version applicable to your contract is the version which is Posted on Our Websites at the time you buy a Product or Service.
- If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
- The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
- For the purposes of the United Kingdom Data Protection Act 1998 and any comparable law of any other country having jurisdiction and relating to the location of data processing, you consent to the processing of your personal data (in manual, electronic or any other form) relevant to this agreement, by us [and/or any agent or third party nominated by us] [and bound by a duty of confidentiality]. Processing includes but is not limited to obtaining, recording, using and holding data and includes the transfer of data to any country either inside or outside the European Economic Area.
- Any obligation in this agreement intended to continue to have effect after termination shall so continue.
- No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
- When you visit Our Websites or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Websites. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
- Any communication to be served on either of the Parties by the other shall be delivered by hand or sent by [first class] post or recorded delivery or by fax or by e-mail.
It shall be deemed to have been delivered:
- if delivered by hand: on the day of delivery;
- if sent by post to the correct address: within four working days of posting to an address in the European Union and eight working days to any other address;
- If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
- In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
- This agreement does not give any right to any third party under the UK Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that act.
- In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
- This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.