Terms of Sale of Online Content

BACKGROUND:

These Terms of Sale set out the terms and conditions on which Paid Content, accessed via Subscriptions, is sold by Us to business clients through this website, www.energytraining.metdesk.com (“Our Site”).
Terms and information that are specific to accessing sessions of Paid Content presented by a Trainer or via cloud-based web conferencing platform are set out in the attachment below for ease of reference but they will have the same effect as if set out in these Terms of Sale.
These Terms of Sale, as well as all Contracts, are in the English language only.

1. Definitions and Interpretation

In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:

“Background Items”	means additional resources (background and other information or material) forming part of, or complementary to, the training, instruction, consultation,, or information sessions to be provided to You, all of which resources are downloadable or viewable as text/graphics;
“Contract”	means a contract between Us and You for the purchase of a Subscription for You to access any Paid Content, as explained in Clause 5;
“Data Protection Legislation”	means all legislation in force in the UK from time to time relating to data protection and privacy including, but not limited to, the Data Protection Act 2018, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and any other directly applicable EU regulation relating to data protection and privacy (for as long as, and to the extent that, EU law has legal effect in the UK) and any successor legislation relating to data protection and privacy;
“Paid Content”	means any session of training, instruction, teaching, information; or any related materials or other information which We offer, comprising any content (including text, graphics, images, audio, video and other content) sold by Us and made available by Us by means of (a) asynchronous live stream video and/or audio or recorded non-downloadable hosted on another’s website, e.g. ClickMeeting.com via a link that We provide to You; [or] (b) viewable text, graphics or other non-video, non-audio items or information, including Background Items. Paid Content will be more fully described in other information that We give or make available to You before You order a Subscription. That information may include the name of any Trainer presenting any content on Our behalf but whether it does or does not do so, We may, if so We decide in Our discretion, at any time and without notice substitute any other Trainer(s) who is suitably qualified and experienced;
“Subscription”	means a subscription to Our Site purchased by You which provides You with access to Paid Content which comprises: one or more specific single events or items; and/or one or more series or collections of two or more specific events or items; and/or the Background Items.
“Subscription Confirmation”	means Our acceptance and confirmation of Your purchase of a Subscription;
“Trainer”	means the trainer, instructor, teacher or other individual who interacts with You;
“We/Us/Our”	means MetDesk Limited, a company registered in England under 12587922, whose registered address is Hale Court, Hale Road, Wendover, Bucks, HP22 6NJ; and
“You”	means the business client which purchases Subscriptions and accesses and uses any Paid Content, and where You purchase any Paid Content so that You can allow access to it.

2. Contacting Us

For matters relating to Paid Content, please contact Us by email at [email protected].

3. Business Clients

These Terms of Sale and the attachment apply to business clients only. These Terms of Sale do not apply to individual consumers purchasing Paid Content for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession).
These Terms of Sale constitute the entire agreement between Us and You with respect to Your purchase of Subscriptions and Paid Content from Us. You acknowledge that You have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that You shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

4. Paid Content, Pricing and Availability

We may from time to time change Our prices. Changes in price will not affect any Subscription that You have already purchased but will apply to any subsequent renewal or new Subscription.
Minor changes may, from time to time, be made to certain Paid Content, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Paid Content and should not normally affect Your use of that Paid Content. However, if any change is made that would affect Your use of the Paid Content, suitable information will be provided to You.
Where any updates are made to Paid Content, that Paid Content will continue to match Our description of it as provided to You before You purchased Your Subscription for access to the Paid Content. Please note that this does not prevent Us from enhancing the Paid Content, thereby going beyond the original description.
Prices on Our Site are shown exclusive of VAT. If the VAT rate changes between Your order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

5. Orders – How Contracts Are Formed

Our Site will guide You through the process of purchasing Paid Content. Before completing Your purchase of a Subscription, You will be given the opportunity to review Your order for the Subscription and amend it. Please ensure that You have checked Your order carefully before submitting it.
If, during the order process, You provide Us with incorrect or incomplete information (including any incorrect or incomplete information about You or the type of Paid Content that You require) please contact Us as soon as possible. If We are unable to process Your order due to incorrect or incomplete information, We will contact You to ask to correct it. If You do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel Your order and treat the Contract as being at an end. We will not be responsible for any delay in the availability of Paid Content that results from You providing incorrect or incomplete information.
Your order to purchase a Subscription constitutes a contractual offer that We may, at Our sole discretion, accept. Our acknowledgement of receipt of Your order does not mean that We have accepted it. Our acceptance is indicated by Us sending You a Subscription Confirmation by email. Only once We have sent You a Subscription Confirmation will there be a legally binding Contract between Us and You.
Subscription Confirmations shall contain the following information:
1. Confirmation of the Subscription ordered including full details of the main characteristics of the Paid Content available as part of it;
2. Fully itemised pricing for Your Subscription including, where appropriate, taxes, and other additional charges;
3. In relation to any video (live or recorded) event, item, series, collection or type/s of events or items constituting the Paid Content, the period during which it can be accessed which will be either (a) the whole period of the Subscription; (b) or a specific period commencing on a stated date that is shorter than that whole period.
In the unlikely event that We do not accept or cannot fulfil Your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to You
Any refunds due under this Clause 5.5 will be issued to You as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.
Refunds under this Clause 5 will be made using the same payment method that You used when purchasing Your Subscription.

6. Payment for Subscriptions

Payment for Subscriptions must always be made in advance. Your chosen payment method will be charged when We process Your order and send You a Subscription Confirmation.
We accept the following methods of payment:
1. By debit/credit card via Our Site;
2. Invoice;
If You do not make any payment due to Us on time, We will suspend Your access to the Paid Content. If You do not make payment within 5 business days of Our reminder, We may cancel the Contract. Any outstanding sums due to Us will remain due and payable.

7. Provision of Paid Content

We undertake to make available to You on these Terms of Sale the Paid Content for which You subscribe but if You choose not to access Paid Content or, for any reason not attributable to Us, You are unable to do so, You will not be entitled to any refund.
Paid Content appropriate to Your Subscription will be available to You subject to the following:
1. An item of Paid Content requested will be available when stated in the information that We provide about it before You place Your order, either (a) if it is a livestream item, the time and date when it is scheduled to be available and to start; or (b) if it is a pre-recorded or other non-streamed item, the period within which it is or will be available for access.
2. If an item of Paid Content is a livestream item, We will use reasonable endeavours to make it available and start it at the time it is scheduled to start, but the start may be delayed either by overrun of a previous livestream item available to You and/or others or by other circumstances. We will not be liable for any such delay.
In some limited circumstances, We may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:
1. To fix technical problems or to make necessary minor technical changes as described above in Sub-Clause 7.2;
If We need to suspend availability of the Paid Content for any of the reasons set out in Sub-Clause 7.3, We will inform You in advance of the suspension and explain why it is necessary.

8. Licence

We will own and retain all intellectual property rights (at all times throughout the world) in all Paid Content. The licence granted does not give You any rights in Our Paid Content.
The licence granted under Sub-Clause 8.1 is subject to the following usage restrictions:
1. You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’);
2. You may not use any two way livestream facility which is or is part of a Paid Content item or event to communicate or make accessible to any other person accessing or participating in that item or event anything (by voice, text, image or otherwise).

9. Our Liability

We will not be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity or loss of anticipated savings, or for any indirect or consequential loss arising out of or in connection with any contract between You and Us.
Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors), for fraud or fraudulent misrepresentation, or for any other matter in respect of which liability cannot be excluded or restricted by law.

10. Events Outside of Our Control (Force Majeure)

We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other similar or dissimilar event or circumstance that is beyond Our reasonable control.
If any event described under this Clause 10 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:
1. We will inform You as soon as is reasonably possible;
2. We will take all reasonable steps to minimise the delay;
3. To the extent that We cannot minimise the delay, Our affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;
4. We will inform You when the event outside of Our control is over and provide details of any new dates, times or availability of Paid Content as necessary;
5. If the event outside of Our control continues for more than 6 months, We will cancel the Contract and inform You of the cancellation. Any refunds due to You as a result of that cancellation will be paid to You as soon as is reasonably possible and in any event within 1 month of the date on which the Contract is cancelled and will be made using the same payment method that You used when ordering Your Subscription.

11. How We Use Your Personal Information (Data Protection)

All personal data that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and Your rights thereunder.
For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy & Cookie Policy: http://www.metdesk.com/index.php/privacy-and-cookie-policy/

12. Other Important Terms

You may not transfer (assign) Your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.
The Contract is between You and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.
If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.
No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.

13. Law and Jurisdiction

These Terms of Sale, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
Any disputes concerning these Terms of Sale, or the relationship between You and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England and Wales.