Terms of Business

1. ­­APPLICATION OF THESE TERMS

    These Terms apply for the purchase of each Product please read them carefully as they confer legal rights and obligations on the Parties.

    2. DEFINITIONS AND INTERPRETATION

    In these terms and conditions for business, the following words will have the following meanings, except where the context otherwise requires:
    “You/Your” means the person or company entering into the Contract;
    "Terms" means these terms and conditions of business together with any additional terms of business for a bespoke Product;
    “Fee” has the meaning given in Clause 8;
    “opento" means opento Limited registered in Scotland with registration number 426174 and having its registered office at 48 Ballater Drive, Bearsden, Glasgow, G61 1BX;
    “Product” means an opento product offered for sale on opento’s website from time to time.
    “openbook” means the completed output presented in the form and format described within the Product;
    “Contract” means these Terms, the opento Website terms and Our email confirming receipt of Your order;
    “Our/Us/We” means opento;
    “openspace” means Your secure webpage within the opento Website accessible only by You and opento.

    3. THE CONTRACT

    Parties to this Contract are opento and You.
    Formation of the Contract – when You place an order to purchase a Product from Us, We will send an email confirming receipt of the order and details of the order. The email confirmation is an acceptance of Your order and the contract between the parties is formed.

    4. SERVICES AND STANDARDS

    opento warrants that the Products will:
    be of satisfactory quality and free from any material defect in design, material and workmanship;
    conform with Your specification detailed in your order; and
    be compliant with all applicable legislative and other legal requirements;

    5. PRODUCT

    Product – all Products are purchased under these Terms. The Product will be delivered instantaneously to Your openspace webpage upon confirmation of payment by opento.
    openbook – this will be placed on Your openspace webpage by the date agreed with You prior to You making Your purchase and further documented in Our e-mail confirmation to You.  Delivery by the confirmed delivery date is dependent on all required information being received from You by opento within the timeframe stated for each stage of the product development and advised at the time of purchase.
    Cancellation - The openbook is specific to You. If You cancel Your order You will be liable for the cost We have incurred in the creation of Your openbook up to the point You notify Us of Your decision to cancel.

    6. ACCESS AND SECURITY
    You are responsible for maintaining the confidentiality of and preventing unauthorised access to Your password which gives You access to Your secure openspace webpage. You agree to accept responsibility for all activities that occur under Your openspace webpage or password.

    7. DATA RELIANCE
    Data from You - It is Your responsibility to ensure that the data and information You are required to supply for the creation of Your openbook is correct.  We cannot be responsible for an openbook based on incorrect information supplied by You.
    Where the openbook that is delivered to You does not match the specifications of Your order We will replace those Products for You free of charge.

    8. FEES AND PAYMENT
    Fees – The fee for the Product is detailed in the opento website and will be paid via PayPal. At the time of ordering, You will automatically be directed to the PayPal website where You will undertake the payment transaction. Upon completion of the transaction You will be automatically directed back to the opento website. For the avoidance of doubt, opento will not record, store or request Your credit card or bank account details.
    Payment Terms – Payment terms are full payment with order.
    Currency – U.S. Dollar
    Tax – the price of the Product is exclusive of value added tax and may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes.  For purchases in the UK, the Product is liable for UK VAT which will be applied at the prevailing rate at the time of purchase. For purchases in other European Union member states, the VAT reverse charge mechanism applies thereby requiring You to self-assess Your VAT liability.

    9. CONFIDENTIALITY
    Both parties will keep in strict confidence any confidential information made available to it by the other, including any information relating to the business and affairs of the other party.  We will only use any confidential information supplied by You to the extent necessary for the purposes of the Contract.

    10. DATA PROTECTION
    In this clause 10, “personal data” and “processing” each have the meaning given to those terms in the Data Protection Act 1998 and “process” has the corresponding meaning.
    We will only process Your personal data in accordance with Our privacy statement and will put in place appropriate technical and organisational security measures to try to prevent unauthorised processing of personal data or any accidental loss or destruction of or damage to that personal data.

    11. INTELLECTUAL PROPERTY
    Any intellectual property created in the course of performance of the Contract shall be the sole property of Us.
    You warrant that the use by opento of Your intellectual property in producing the openbook will not infringe the intellectual property rights of any third party.
    We hereby grant to You a personal, non-exclusive, perpetual, worldwide license to use, reproduce, display and distribute the openbook in connection with Your business.
    Except as expressly stated in these Terms, You may not (and may not authorize any other third party to) copy, adapt, reverse engineer, decompile, disassemble, modify or alter any element of the Product. Neither are you permitted to modify or alter any element of the openbook except through the website or authorize any other person to use the openbook or any element of the openbook other than in connection with Your business.
    You will at all times indemnify and keep opento indemnified against all claims and/or losses arising from or in connection with any claim that the openbook infringes on any third party’s intellectual property rights.

    12. LIABILITY and LOSSES
    With the exception of Your liability under clause 11 and both parties liability in respect of fraud, death or personal injury, neither party shall be liable to the other for any indirect, consequential special (to the extent consequential) or punitive loss or damage.
    Our liability, to the extent able to be limited by law, is limited to the price paid by You for the Product.

    13. FORCE MAJEURE
    Neither We nor You shall be in breach of our contractual obligations or incur any liability to the other if We or You are unable to comply with the Contract as a result of any cause beyond Our or Your reasonable control.  In the event of any such occurrence affecting one of us, that one shall be obliged as soon as reasonably practicable to notify the other, who shall have the option of suspending or terminating the operation of the Contract on notice taking effect immediately on delivery of the notice.

    14. DISPUTES
    Any dispute or claim arising out of or in connection with the Contract including, without limitation, a dispute, claim or controversy as to whether any payment under this Contract has been made (a “Dispute”) shall be discussed and negotiated in good faith before being referred for resolution to senior managers of both parties, if appropriate.
    Except for Disputes regarding misuse or misappropriation of intellectual property rights or a breach of Clause 11 before any proceedings are commenced in a court of competent jurisdiction, the Parties will use all reasonable efforts to resolve the Dispute through mediation.

    15. NOTICES
    We will communicate with You by e-mail or by posting notices on the Website. You consent to receive communications from Us electronically and You agree that all agreements, notices, disclosures and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing.
    The provisions of this clause 15 do not apply to the service of any process in any legal action or proceedings

    16. NO ASSIGNMENT
    You may not, except with the express prior written permission of Us, assign the Contract to another third party.

    17. GENERAL
    No variation of the Contract will have effect unless expressly agreed in writing and signed by a duly authorised representative of opento.
    If any provision of the Contract is found by a court of competent jurisdiction to be wholly or partly illegal, invalid, void or voidable, unenforceable or unreasonable the offending provisions of the Contract and the remainder of such provision will continue in full force and effect.
    If You breach these Terms and We take no action, this will not be construed as a waiver of any of Our rights and We will still be entitled to use Our rights and remedies in any other situation where You breach these Terms

    18. GOVERNING LAW
    The formation existence and terms of the Contract will be governed by English law and the Parties submit to the non-exclusive jurisdiction of the English courts.

     

    Last updated 1 July 2012

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