Our terms
1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are goods, services or digital content.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss.
1.3 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
· You are an individual.
· You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
Provisions specific to consumers only are in orange and those specific to businesses only are in green.
1.4 If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
2. Information about us and how to contact us
2.1 Who we are. This is the My SmartPath website and we are operated by McCrudden Training Limited a company registered in England and Wales. Our company registration number is 07549902 and our registered office is at Archer House Britland Estate, Northbourne Road, Eastbourne, BN22 8PW. Our registered VAT number is GB 188 8548 36.
2.2 How to contact us. You can contact us by telephoning our customer service team at 01323 886138, by contacting us through our help desk or by writing to us at hello@mysmartpath.co.uk.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
3.1 How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us. The Contract will be both the terms in the order, including any applicable side letters, and these terms and conditions.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the order or part of the order.
3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.4 We only sell to the UK. Our website is solely for the promotion of our products in the UK. Unfortunately, we do not accept orders from addresses outside the UK.
4. Your rights to make changes
If you wish to make a change to your order please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the order, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
5.1 Minor changes to the products. We may change the product:
5.1.1 to reflect changes in relevant laws and regulatory requirements; and
5.1.2 to implement minor technical adjustments and improvements, for example to address a security threat. These changes should not affect your use of the services. We usually carry out site maintenance three or four times per year during which the website will not be accessible during, we aim for this downtime to be as minimal as possible.
5.2 More significant changes to these terms. In addition we may sometimes update or modify these terms. Where we update or modify these terms we will provide you with 30 days’ written notice of the updated or modified terms. After the notice period of 30 days the updated and modified terms shall take effect and shall replace these terms.
5.3 Updates to digital content. We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.
6. Membership Terms
6.1 Where you are an individual, to become a member and receive access to our services and digital content we will agree an order alongside these terms and conditions. There are a number of tiers of membership (Package(s))which are set out on the website and our printed marketing.
6.2 Where you are a business consumer, to receive access to our services and digital content we will agree to terms in our engagement letter alongside these terms and conditions. The Package which you are engaging for will be set out in the engagement letter.
6.3 The packages will be for the fixed term:
6.3.1 of 12 months from the date on which we accept your order (the Commencement Date); or
6.3.2 as set out in the order or engagement letter.
the Initial Term.
6.4 Membership will automatically renew at the end of the Initial Term for the period agreed between us under clause 6.2 (the Renewal Date) and upon each anniversary thereafter (each a Renewal Date).
6.5 To renew your membership you must continue to pay all invoices for membership.
6.6 From time to time we may vary our membership fees (the Fees) of each Package and we will provide reasonable notice of this on the website and in the members’ area.
6.7 When your membership renews the Fees will be for the cost of the relevant Package as at the Renewal Date unless we have agreed in writing beforehand to a price freeze.
6.9 Where an amendment under clause 6.7 results in you exceeding the number of members for your Package we will charge you an additional fee of £50 (+VAT) per user above your Package on the first working day of the following month.
6.10 Where your number of members exceeds your current Package we will upgrade you to the next Package on the Renewal Date.
7.1 We may suspend supply of the services if you do not pay. If you do not pay us for the products when you are supposed to (see clause 12.4) and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend supply of the services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the services. As well as suspending the services we can also charge you interest on your overdue payments (see clause 12.6).
8. Intellectual Property Rights
8.1 All Intellectual Property Rights in, or arising out of or in connection with the Packages, Services, this website or otherwise shall be owned by us.
8.2 You will have the right during the term of the agreement with us to use the site as well as all content on the site from time to time. As well as this there may be downloadable content which you will have the right to use strictly for the period of the term of the agreement.
8.3 You will not have the right during the term of the agreement or for any period afterwards to use the contents for the provision of any training services or for any formal training presentations to be conducted by you.
9. Your rights to end the contract
9.1 Your right to terminate by notice. You can end the contract by giving us prior written notice of not less than 30 days before a Renewal Date that you do not wish for the term to be renewed.
9.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at below the contract will end immediately and we will provide you a refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
9.2.1 we have told you about an error in the price or description of the service you have ordered and you do not wish to proceed;
9.2.2 we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 30 days; or
9.2.3 you have a legal right to end the contract because of something we have done wrong.
9.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most services bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
9.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:
9.4.1 digital products after you have started to download or stream these (such as our videos and animations); and
9.4.2 services, once these have been completed, even if the cancellation period is still running.
9.5 How long do consumers have to change their minds? If you are a consumer how long you have to change your mind depends on what you have ordered and how it is delivered.
9.5.1 Have you bought digital content for download or streaming (for example, membership to our site)? if so, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.
10. How to end the contract with us (including if you are a consumer who has changed their mind)
10.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
10.1.1 Phone or email. Call customer services on 01323 886138 or email us at hello@mysmartpath.co.uk. Please provide your name, username details of the order and, where available, and email address.
10.1.2 Help Desk. By getting in contact through the help desk provided on our website.
10.2 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid by the method you used for payment. However, we may make deductions from the price, as described below.
10.3 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind:
10.3.1 Where the product is a service or digital content, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
10.4 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then we will make any refunds within 14 days of your telling us you have changed your mind when you have the right to do so.
11. Our rights to end the contract
11.1 We may end the contract if you break it. We may end the contract at any time by writing to you if:
11.1.1 you do not make any payment to us when it is due and you still do not make payment within 28 days of us reminding you that payment is due;
11.1.2 you commit a material breach of any term of this agreement and (if such breach is remedial) fail to remedy that breach within 14 days of you being notified in writing to do so;
11.1.3 you take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with a creditor, apply to court for or obtaining a moratorium under Part A1 of the Insolvency Act, being wound up, having a received appointed to any of your assets or ceasing to carry on business, or if a step or action is taken in another jurisdiction which connects to any of the above procedure;
11.1.4 you take any step or action in connection with bankruptcy proceedings; or
11.1.5 we determine, at our discretion, that you have breached the terms of use of our website found at clause 17.
11.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 11.1 we will not refund any money you have paid in advance.
12.1 Where to find the price for the Packages. The price of the packages (which includes VAT) will be the price indicated on the order pages when you placed your order. The price of your Package will be as set out in your engagement letter. We use our best efforts to ensure that the price of the Packages advised to you is correct. However please see clause 12.3 for what happens if we discover an error in the price of the product you order.
12.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the Package, we will adjust the rate of VAT that you pay, unless you have already paid for the Package in full before the change in the rate of VAT takes effect.
12.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the services we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid.
12.4 When you must pay and how you must pay. When and how you must pay depends on what you are buying and whether you are a consumer or a business.
12.4.1 Where you are a consumer you will be expected to pay before you download or stream any of the digital content or before we provide any services to you. You can make payment online through our website.
12.4.2 We will issue you with an invoice for the Packages which must be paid before you, and your staff will be able to access their membership benefits and stream or download any of our content or we provide any services to you.
12.5 Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12.6 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of HSBC Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
12.7 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
13. Our responsibility for loss or damage suffered by you if you are a consumer
13.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill[, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
13.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, or for fraud or fraudulent misrepresentation
13.3 When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
13.4 We are not liable for business losses. If you are a consumer we only supply the services to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 14.
14. Our responsibility for loss or damage suffered by you if you are a business
14.1 Nothing in these terms shall limit or exclude our liability for:
14.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
14.1.2 fraud or fraudulent misrepresentation;
14.1.3 any matter in respect of which it would be unlawful for us to exclude or restrict liability.
14.2 All terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
14.3.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
14.3.2 our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the greater of £1,000 and 100% per cent (100%) of the total sums paid by you for Packages under such contract.
15. How we may use your personal information
How we will use your personal information. We will only use your personal information as set out in our Privacy Policy. But for the avoidance of any doubt we will observe all data protection legislation in place from time to time in handling personal data.
In regards to data which is held about your membership we will remove all diagnostic information and data which is held after one month after the expiration or termination of our contract. We will only store such data that is necessary in accordance with our Privacy Policy.
16.1 We may transfer this Agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
16.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. We may not agree at our absolute discretion.
16.3 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in clause 16.2 in respect of our guarantee. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
16.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
16.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
16.6 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
16.7 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
17. Terms of Use – Our Content Standards
17.1 By using our site, you confirm that you accept the terms of this policy and that you agree to comply with them. If you do not agree to comply with them then you must not use our site.
17.2 You may use our site only for lawful purposes. You may not use our site:
17.2.1 In any way that breaches any applicable local, national or international law or regulation.
17.2.2 In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
17.2.3 For the purpose of harming or attempting to harm any other person in any way, including bullying, insulting, intimidation or humiliation.
17.2.4 To send, knowingly receive, upload, download, use or re-use any material which is not appropriate to the site.
17.2.5 To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
17.2.6 To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
17.3 You also agree not to:
17.3.1 reproduce, duplicate, copy, re-sell or share any part of our site, or any of the content on our site. All content on our site is solely for the prescribed user.
17.3.2 use the materials and content available through our website or otherwise provided for any formal internal training sessions or for the provision of any training services to any external party.
17.3.3 download or save any of the content on our site unless we permit the downloading or saving of such content.
17.3.4 Access without authority, interfere with, damage or disrupt:
(a) Any part of our site;
(b) Any equipment or network on which our site is hosted or stored;
(c) Any software used in the provision of our site; or
(d) Any equipment or network or software owned or used by any third party.
17.4 We may from time to time provide interactive services on our site (interactive services).
17.5 Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
17.6 Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.
17.7 These Content Standards apply to any and all material which you contribute to our site (Contribution), and to any interactive services associated with it.
17.8 The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.
17.9 We will determine, in our discretion, whether a Contribution breaches the Content Standards.
17.10 Where we consider that a breach of these terms of use has occurred, we may take such action as we deem appropriate including the terms of clause 11.
17.11 We exclude our liability for all action we may take in response to breaches of this acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.