TERMS AND CONDITIONS OF SALE (Download in PDF)

OF

Da Vinci Risk limited

1          DEFINITIONS

1.1        "Buyer" means the individual or organisation who buys or agrees to buy the Services from the Supplier;

1.2        "Consumer" shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;

1.3        "Contract" means the contract between the Supplier and the Buyer for the provision of Services incorporating these Terms and Conditions;

1.4        "Services" means the services that the Buyer agrees to buy from the Supplier;

1.5        "Supplier" means Da Vinci Risk limited of 145-157 St. John Street, EC1V 4PY London that owns and operates http://www.davincirisk.com;

1.6        "Terms and Conditions" means the terms and conditions for the provision of Services set out in this agreement and any special terms and conditions agreed in writing by the Supplier;

1.7        "Website" means http://www.davincirisk.com.

2          CONDITIONS

2.1        Nothing in these Terms and Conditions shall affect the Buyer’s statutory rights as a Consumer.

2.2        These Terms and Conditions shall apply to all contracts for the provision of Services by the Supplier to the Buyer and shall prevail over any other documentation or communication from the Buyer.

2.3        Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Supplier.

2.4        Any complaints should be addressed to the Supplier's address stated in clause 1.5.

2.5        Any special conditions applying to the provision of the Services are set out in the Schedule to this agreement.

3          ORDERING

3.1        All orders for Services shall be deemed to be an offer by the Buyer to purchase Services pursuant to these Terms and Conditions and are subject to acceptance by the Supplier. The Supplier may choose not to accept an order for any reason.

3.2        When making an order through the Website, the technical steps the Buyer needs to take to complete the order process are described in the Order Process section within the website.

4          PRICE AND PAYMENT

4.1        The price of the Services shall be that stipulated on the Website. The price is exclusive of VAT unless otherwise stated.

4.2        The total purchase price, including VAT, if any, will be displayed in the Buyer’s shopping cart prior to confirming the order.

4.3        After the payment is received the Supplier shall confirm by email the details, description and price for the Services.

4.4        Payment of the price plus VAT, if applicable, must be made by the due date. Payment must be made without deduction or set-off.

4.5        Where applicable, if any payment is not paid on time or any payment is rejected or refused, the amount owing will be treated as overdue and the Supplier will be entitled immediately to cease or suspend the provision of the relevant Service until payment has been received.

4.6        Where applicable, the Supplier understands and will exercise its statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 if not paid according to agreed terms.

4.7       The Supplier reserves the right to send overdue accounts to a collection agency.

5          PERFORMANCE

5.1        The Supplier shall begin to perform the Services at initial payment.

5.2        The Supplier shall perform the Services with reasonable skill and care. However, where applicable, the Supplier does not guarantee that the Services will be uninterrupted, secure or error-free or that any data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all. The Supplier may have to suspend the Services for repair, maintenance or improvement. If so, the Supplier will restore them as quickly as is reasonably possible.

5.3        The Services are subject to an initial contract period of 1 month and shall continue thereafter on a monthly basis unless and until terminated in accordance with clauses 5.4 and 5.5.

5.4        Subject to clause 5.3, either party may terminate this agreement (as regards some or all of the Services) at any time for any reason by giving to the other 30 days written notice, and any payment due remains payable and, if already paid, will be refunded.

5.5        The Supplier may terminate this agreement (as regards some or all of the Services) or suspend some or all of the Services immediately on written notice if the Buyer breaches any term of this agreement, and any payment due remains payable and, if already paid, will be non-refundable.

6          RIGHTS OF SUPPLIER

6.1        The Supplier reserves the right to periodically update prices on the Website, which cannot be guaranteed for any period of time. The Supplier shall make every effort to ensure prices are correct at the point at which the Buyer places an order.

6.2        The Supplier reserves the right to withdraw the Services from the Website at any time.

6.3        The Supplier shall not be liable to anyone for withdrawing the Services from the Website or for refusing to process an order.

7          AGE OF CONSENT

7.1        Where the Services may only be purchased by persons of a certain age the Buyer will be asked when placing an order to declare that they are of the appropriate legal age to purchase the Services.

7.2        If the Supplier discovers that the Buyer is not legally entitled to order certain Services, the Supplier shall be entitled to cancel the order immediately, without notice.

8          CANCELLATION

8.1        The Buyer has the right to cancel the Contract, by notice in writing, at any time before seven working days has passed from the day after the Contract was made. If, however, the Supplier starts to perform its side of the Contract with the agreement of the Buyer before the Buyer exercises this right to cancel, the right to cancel is lost.

9          LIMITATION OF LIABILITY

9.1        Except as may be implied by law where the Buyer is dealing as a Consumer, in the event of any breach of these Terms and Conditions by the Supplier the remedies of the Buyer shall be limited to damages which shall in no circumstances exceed the price of the Services and the Supplier shall under no circumstances be liable for any indirect, incidental or consequential loss or damage whatever.

9.2        Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury resulting from the negligence of the Supplier or that of the Supplier’s agents or employees.

10         WAIVER

10.1       No waiver by the Supplier (whether express or implied) in enforcing any of its rights under this agreement shall prejudice its rights to do so in the future.

11         FORCE MAJEURE

11.1       The Supplier shall not 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 or failure of any communications, telecommunications or computer system, and the Supplier shall be entitled to a reasonable extension of its obligations.

12         SEVERANCE

12.1       If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.

13         CHANGES TO TERMS AND CONDITIONS

13.1       The Supplier shall be entitled to alter these Terms and Conditions at any time but this right shall not affect the existing Terms and Conditions accepted by the Buyer upon making a purchase.

13.2       Any renewal of the Services will be subject to the Supplier's then current Terms and Conditions.

14         GOVERNING LAW AND JURISDICTION

14.1       These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

SCHEDULE

Special Conditions

ACCEPTABLE USE POLICY

Da Vinci Risk limited's Acceptable Use Policy ("Policy") is intended to help protect the Da Vinci Risk limited network, Da Vinci Risk limited customers and the Internet community in general from irresponsible or, in some cases, illegal activities.

1. The Buyer and their end users shall not, nor shall they permit or assist others, to use the Da Vinci Risk limited service for any breach of any applicable law or generally accepted transmission or application protocols applicable to the Internet or any part of it or to anything connected to it or to any user of it. Such prohibited use includes but is not limited to the following:
   1. civil infringement of and/or criminal offences relating to copyright, trade marks or any other intellectual property right in any jurisdiction; or
   2. commission of any criminal offence (including deliberate transmission of computer viruses) under the Computer Misuse Act 1990 ( UK ) or any similar legislation in any country; or
   3. knowingly or recklessly transmitting, displaying or posting to a publicly accessible service any material which is unlawful or actionably defamatory or an invasion of privacy, breach of an intellectual property right or breach of a right of publicity in any jurisdiction with which any publicly accessible service reasonably appears to have any connection or from which it may reasonably be apprehended that a publicly accessible service is likely to be significantly accessed; or
   4. transmitting, transferring, displaying or posting to a publicly accessible service any material in breach of the Data Protection Act 1998 (UK) or similar legislation in any other country or of any material which is confidential or is a trade secret or which affects the national security of the United Kingdom or the said territory or which may expose Da Vinci Risk limited to any retribution or penalty under the laws and/or regulations and/or decrees of the United Kingdom or any other country relating to the export of or dealing with military or potentially military resources; or
   5. use of the Da Vinci Risk limited Services in any manner which is a violation or infringement of any rights of any kind or nature (whether like to any of the foregoing or otherwise) of any person, firm or company; or
   6. unauthorised access to the network management equipment of Da Vinci Risk limited; or
   7. any sending of unsolicited email messages or any mass mailing of unsolicited advertising material by the Client; or
   8. any activity that potentially could harm Da Vinci Risk limited's network, its customers' networks or other networks; or
   9. resale of Da Vinci Risk limited's products and services without the express prior written consent of Da Vinci Risk limited (unless you are an authorised resaler); or
   10. deceptive marketing practices.
2. The Buyer is responsible for:
   1. maintaining active email addresses for receiving complaints of network abuse activities from Da Vinci Risk limited;
   2. the activities of its customer base or end-users and, by accepting service from Da Vinci Risk limited, is agreeing to ensure that its customers abide by this Policy. If irresponsible or illegal activity continues, even after Da Vinci Risk limited tries to communicate with the customer, then the customer may be subject to an appropriate action in order to stop those activities.
3. All complaints related to network misuse - including email abuse (SPAM) are to be sent to our abuse department abuse@davincirisk.com

SUPPORT AND MAINTENANCE

Maintenance and support shall not include services for problems arising out of (a) tampering, modification, alteration, or addition to the Software, which is undertaken by persons other than Da Vinci Risk limited or its authorised representatives; or (b) software programmes or hardware supplied by the Buyer.

Any problem caused by the Buyer to the Services or the Software, (which include, but are not limited to, deletion of necessary operating system files, accidental or intentional infection by a virus/Trojan) may result in extra charges to the Buyer at £60 (ex. VAT) per hour, or part thereof, for support during office hours (British standard time, 9am-5:30pm, Mon-Fri, excluding public holidays and holidays pre-announced on Da Vinci Risk limited web site) and at £120 (ex. VAT) per hour, or part thereof, outside of these hours.