TERMS AND CONDITIONS FOR THE SALE OF SOFTWARE, GOODS OR SUPPLY OF SERVICES
These Terms and Conditions are the standard terms for the provision of Software, Goods or Services by Softext Ltd, a Private Limited Company registered in England under number 08267145,whose registered address is Softext Ltd, First Floor, Unit B Meltex House, Kepler, Lichfield Road Industrial Estate, Tamworth, B79 7XE.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|“Business Day”||means any day other than a Saturday, Sunday or bank holiday;|
|“Calendar Day”||means any day of the year;|
|“Contract”||means the contract between the customer and the supplier for the provision of Software, Goods or Services, as explained in Clause 3;|
|“Software”||means the software which is supplied by us to you as specified in your Order (and confirmed in Our Order Acceptance);|
|“Services”||means the services which are to be provided by Us to you as specified in your Order (and confirmed in Our Order Confirmation);|
|“Goods”||means the goods which are to be supplied by Us to you as specified in your Order (and confirmed in Our Order Acceptance);|
|“Deposit”||means an advance payment made to Us under sub-Clause 5.5;|
|“Month”||means a calendar month;|
|“Price”||means the price payable for the Products/Services;|
|“Special Price”||means a special offer price payable for Services which We may offer from time to time;|
|“Order”||means your order for the Services or Goods|
|“Order Confirmation”||means Our acceptance and confirmation of your Order as described in Clause 3;|
|“Intellectual Property Rights”||patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.|
|“We/Us/Our”||means Softext Ltd a Private Limited Company registered in England under number 08267145 whose registered address is Softext Ltd, First Floor, Unit B Meltex House, Kepler, Lichfield Road Industrial Estate, Tamworth, B79 7XE.|
1.2 Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by e-mail, text message, fax or other means.
2. Information About Us
2.1 Softext Ltd, a Private Limited Company registered in England under number 08267145, whose registered address is Softext Ltd, First Floor, Unit B Meltex House, Kepler, Lichfield Road Industrial Estate, Tamworth, B79 7XE.
2.2 Our VAT number is 168125111
2.3 We are Accredited partners by Sage and Swiftpage Act!.
3. The Contract
3.1 These Terms and Conditions govern the sale and provision of Software, Goods or Services by Us and will form the basis of the Contract between Us and you. Before submitting an Order, please ensure that you have read these Terms and Conditions carefully. If you are unsure about any part of these Terms and Conditions, please ask us for clarification.
3.2 Nothing provided by us including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at our discretion, accept.
3.3 A legally binding contract between Us and you will be created upon our acceptance of your Order, indicated by Our Order Confirmation. Order Confirmations will be provided in writing.
3.4 We shall ensure that the following information is given or made available to you prior to the formation of the Contract between Us and you, save for where such information is already apparent from the context of the transaction:
3.4.1 The main characteristics of the Software, Goods or Services;
3.4.2 Our identity (set out above in Clause 2) and contact details (as set out below in Clause 15);
3.4.3 The total Price for the Software, Goods or Services including taxes or, if the nature of the Software, Goods or Services is such that the Price cannot be calculated in advance, the manner in which it will be calculated;
3.4.4 The arrangements for payment, performance and the time by which (or within which) We undertake to fulfil the order;
3.4.5 Where applicable, all additional delivery charges or, where such charges cannot be calculated in advance, the manner in which they will be calculated;
3.4.6 Our complaints handling policy;
3.4.7 Where applicable, details of after-sales services and commercial guarantees;
3.4.8 The duration of the Contract, where applicable, or if the Contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the Contract;
3.4.9 Where applicable, the functionality, including appropriate technical protection measures, of digital content;
Where applicable, any relevant compatibility of digital content with hardware and software that We are aware of or might reasonably be expected to be aware of.
4.1 All Orders for Software, Goods or Services made by you will be subject to these General Terms and Conditions. Specific Terms for these are outlined below.
4.2 Where there is conflict between the General Terms and the Specific Terms, the Specific Terms shall take prevail.
4.3 A quote issued by the Supplier shall not constitute an offer and shall only remain valid until the expiry date displayed on the quote, or 30 days if no specific expiry date is stated
4.4 You may change your Order at any time before We begin providing the Software, Goods or Services by contacting Us. Requests to change Orders do not need to be made in writing.
4.5 If your Order is changed, we will inform you of any change to the Price in writing.
4.6 You may cancel your Order within a set time of placing it. Please see specific terms within the sections below.
4.7 We may cancel your Order at any time before We begin providing the Services due to the unavailability of required personnel or materials, or due to the occurrence of an event outside of Our reasonable control. If such cancellation is necessary, We will inform you as soon as is reasonably possible. If you have made any payments to Us under Clause 5 (including, but not limited to the Deposit), the payment(s) will be refunded as soon as is reasonably possible, and in any event within 14 Calendar Days of Us informing you of the cancellation. Cancellations will be confirmed in writing.
5. Price and Payment
5.1 The Price of the Software, Goods or Services will be that shown on Our price list, Website or in writing in place at the time of your Order. If the Price shown in your Order differs from Our current Price We will inform you upon receipt of your Order.
5.2 If We quote a Special Price which is different to the Price shown on Our current Price list or Website, the Special Price will be valid for period stated or if no valid date provided 30 days from receipt.
5.3 We reserve the right at any time to increase the prices of the Products and Services and to change the range of Products and Services available. We will try to give you as much notice as we can of changes to the range and any increase in prices.
5.4 All Prices include VAT. If the rate of VAT changes between the date of your Order and the date of your payment, We will adjust the rate of VAT that you must pay. Changes in VAT will not affect any Prices where We have already received payment in full from you.
5.5 In certain circumstances, if your Order is cancelled, you will be refunded in full or in part. The amount due will be calculated based upon the Price for the goods or Services and the amount of work (if any) already undertaken by Us.
5.6 We accept the following methods of payment:
5.6.2 Visa Debit
5.7 PayPal – We may charge an additional fee if you wish to use PayPal as the payment method.
5.8 Overseas customers shall be responsible for all duties, levies, imposts, taxes or other liabilities arising on the sale pr exportation of the goods, services from the United Kingdom.
5.9 If you do not make payment to Us by the due date as shown in/on Invoice, order confirmation We may charge you interest on the overdue sum at the rate of 2% per annum above the base lending rate. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum.
6. Description and Specification of Goods (Training Manuals, Self Study Course, physical goods)
6.1 We have made every reasonable effort to ensure that the Goods conform to illustrations, photographs and descriptions provided in Our sales and marketing literature and descriptions provided by Our salespeople. We cannot, however, guarantee that all illustrations and/or photographs will be precisely accurate [due to discrepancies that may arise during the printing process AND/OR differences in the colour reproduction of electronic displays. Our Training manuals are printed in Black and White.
6.2 If We find, or are made aware of, any typographical, clerical or other accidental errors or omissions in any training manuals, sales and marketing literature, price lists or any other documents We will make every reasonable effort to correct such errors or omissions as soon as is reasonably possible. If, as a result of any such error or omission, you have received the wrong Goods, you may return those Goods to Us. If, as a result of any such error or omission, you have paid too much, We will refund the excess paid for the Goods.
6.3 When placing an Order for bespoke Goods, please ensure that all information that you provide to Us is correct, accurate and complete. We cannot accept the return of any bespoke Goods.
6.4 During the first seven days after receiving your standard materials (no customisation to covers or content), you may cancel your order in writing and return the materials at your own expense. So long as we then receive the materials in good resalable condition, within 21 days of you receiving your materials, you will receive a refund of all amounts minus 25% handling/re stocking charge will be levied. We suggest using special or recorded delivery to ensure it is returned. Alternatively, you can swap your course materials for a course of the same value.
6.5 You may not sell any printed or electronic versions of products containing any of our content except where the charge forms part of a training package supplied by your organisation.
6.6 Where you edit the course content in any way, by changing our content or adding your own content, we do not guarantee the accuracy or functionality of the amended content, and are not obliged to offer any after sales support for the amended content.
6.7 No part of the Softext Training manuals may be reproduced, stored in or introduced into a retrieval system, or transmitted in any form by any means, electronic, mechanical, photocopying, recording, or otherwise, or for any purpose, without the express prior written permission of the copyright holder.
7.1 It is the customers responsibility to ensure that:
7.1.1 They have the necessary operating systems and requirements for the Software to be compatible
7.1.2 They have a working internet connection so able to download software, updates or other internet access requirements the software may require.
7.1.3 If they use any other 3rd party software to integrate or link with software we supply to ensure compatibility as we can not be held responsible or guarantee will work as expected.
7.2 To use the software you must pay all of our appropriate fees at the times we agreed when you bought your licence to use the software. If we quote you a price (on our website or by telephone) for any of our products or services, that price will be confirmed when we issue our invoice.
7.3 You must only use the software for your own legitimate internal business purposes and with your own information or the demonstration/practice data supplied with the software, unless we have told you otherwise.
7.4 When you purchase a licence from us how long you can use it for depends on the licence type ordered.
Perpetual – an unlimited period as long as compatible with system installed on.
Subscription – a specified period of time (example one year, subject to you paying our applicable annual fees).
7.5 The number of users that can use the software will depend on the type of software licence you have bought. A user is a person who logs in and puts information into the software, or uses it to get information. You can reduce the number of users who can use the software at any one time, but if you do this we will not give you a refund if already in a new contract term. We licence our software for use by a ‘named user’. Only the specific named users whose names you input into the software are allowed to use the software.
7.6 Activating the software
To use the software you must activate it (and depending on the software, re-activate it at the end of the initial licence period if you want to continue using it) by using the activation method we told you about when you bought your licence. You agree to give us, when asked, the information we need in order to activate the software. Without this information we or your supplier will not be able to activate or re-activate your software and you will not be able to use it.
8 We do not guarantee:
• that the software will meet your needs;
• that there will be no interruptions in your use of the software, or that it will operate error free;
• that you will be able to use the software in any particular way;
• that you will get particular outputs from the software; and
• the standard of the results you get from using the software.
The fact that you have told our representatives about how you intend to use the software will not affect this paragraph as the software has been developed for many different types of users, and you are responsible for setting up the software so that you can use it in the way you need, and as best suits your circumstances
8.2 You are better placed to understand the risks to your business that may occur as a result of your use of the software, particularly given the nature of how we licence our software to our customers. Accordingly, we will not be responsible for any of the following, even if we knew or should have known there was a possibility you could experience the problem:
• financial or similar loss of any kind, including, for example, loss of profits, business, estimated savings or goodwill, however the loss is caused;
• any interruption to your business or loss of or damage to information, however that interruption, loss or damage is caused;
• loss or damage which we could not have reasonably known about at the time you entered into this agreement; and
• losses you suffer as a result of using the software other than as described in the relevant documents.
We recommend that you consider obtaining insurance cover if you believe that you could experience anything that we have told you that we will not be responsible for
Contract Terms, Cancellation, Renewal and Payment
9. By purchasing and subsequently renewing your annual subscription you agree to our terms of service. These terms explain that once you have been invoiced by us, a subscription contract cannot be cancelled until the end of the contract term, and that a contract automatically renews each year, unless you cancel it as described below and in the terms of service.
By allowing your subscription to renew, you authorise us to take your subscription payment using the payment mechanism you have previously provided to us.
You are responsible for keeping your payment information current. Declined payments or other failure to make payment will result in contract enforcement, including debt recovery action if appropriate.
9.1 Addition of Users: Additional subscription users/companies may be added at any time. When adding these, you will be charged a pro-rated amount based on the remaining time in your subscription term (monthly or annual).
Your renewal date for all users will remain the date of your original purchase unless otherwise specified.
To prevent automatic renewal of your subscription, or additional services you must cancel 30 or more days before your renewal date.
To cancel your subscription, please contact us by email email@example.com.
No refunds will be processed for partial months (for monthly subscription) or remaining months (for annual subscription) of service. Upon cancellation,
Softext will disable the licence serial number so you will no longer be able to access or use the software or other related subscription services, unless perpetual license rights were granted.
Those granted perpetual license rights will no longer have access to certain subscription-only features and services within the product.
To the extent permitted by law, you cannot transfer the software (including this agreement) to any other person or organisation. For example, you cannot sell it if you no longer want to use it, and if you become insolvent, an insolvency practitioner may not pass on the software as part of your business assets
Without limiting Softext ltds right to terminate this Agreement, Softext ltd may also immediately and indefinitely suspend your access to the Site or Services, including, without limitation, all of Your Content, with or without notice to You, upon any actual or suspected breach of this Agreement, including failure to pay fees due, or applicable law or upon any other conduct deemed by Softext to be inappropriate or detrimental to the Site, Services, Softext, or any other Softext ltd customer or user. Softext may at any time following any suspension, suspend access to or delete any of Your Content held by Softext or our vendors Site or Services.
10. How this agreement may end.
You may end this agreement at any time by writing to tell us. If you do this, we will not give you a refund, and you must immediately pay all amounts you owe us by the date this agreement ends.
10.1 This agreement will automatically and immediately end if you become bankrupt (or something similar happens) or your business cannot pay its debts or stops trading, or if any finance arrangement relating to the software has ended for any reason without you paying the full amount of that finance. In those circumstances, we will not give you a refund and the licence for the software cannot be transferred by or to any person. For example, any firm (such as an insolvency practitioner) trying to sell your assets cannot pass on the software as the licence immediately stops in those circumstances.
10.2 Within 10 working days of the agreement ending, you must uninstall the software and, if we require, grant remote access to your Computers to ensure removal. You must also provide a certificate, signed by one of your directors, partners or similar senior managers, to confirm that you have done so and we will issue the same back if we removed the software on your behalf.
10.3 No matter how this agreement ends, the information you store in the data file part of the software remains your information and you can extract it from the software’s database before the end of the agreement or before we suspend access to your software. If you don’t extract it before the end of the agreement or suspension, this will not prevent this agreement from ending. If you don’t extract the information you store in the database part of the software before the end of the agreement, we do not have to remove your information from the software or help you to do so. If you require extraction of your data after the agreement ends we can action this for you buy paying a fee.
This agreement is governed by the laws of England and you and we both agree that the courts of England will be the only courts that can decide on legal disputes or claims about this agreement.
11. Providing the Services, Technical support
11.1 We will provide the Services with reasonable skill and care, consistent with best practices, standards and in accordance with any information provided by Us about the Services and about Us.
11.2 We will begin providing the Services on the date confirmed in Our Order Confirmation and will continue providing the service for a period of time stated on the confirmation.
11.3 We will make every reasonable effort to complete the Services on time (and in accordance with your Order). We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please see Clause 14 for events outside of Our control.
11.4 If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible. [Examples of what we may require include: Remote access to Computers, administrator Windows rights.]
11.5 If the information or action required of you under sub-Clause 11.4 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on your part, We may charge you a reasonable additional sum for that work.
11.6 In certain circumstances, for example where there is a delay in you sending Us information or taking action required under sub-Clause 11.4, We may suspend the Services (and will inform you of that suspension in writing).
11.7 In certain circumstances, for example where We encounter a technical problem, We may need to suspend the Services in order to resolve the issue. Unless the issue is an emergency and requires immediate attention. We will inform you in advance in writing before suspending the Services.
11.8 If the Services are suspended under sub-Clauses 11.6 or 11.7, you will not be required to pay for them during the period of suspension. You must, however, pay any invoices that you have already received from Us by their due date(s).
11.9 If you do not pay Us for the Services as required, We may suspend the Services until you have paid all outstanding sums due. If this happens, We will inform you in writing. This does not affect Our right to charge you interest.
11.10 Technical Support
11.11 We may only provide technical support for certain versions of the software inline with our vendors obsolescence-policies.
11.12 We may not provide help for problems caused by using the software in any way not described in this agreement or any relevant documents we supply to you;
11.13 We may not provide help for problems which do not directly relate to the performance of the software itself, for example problems which relate to:
(a) the administration and maintenance of a computer system or network;
(b) the database with which the product works; or
(c) the way in which the software was set up by your supplier or other third party.
11.14 The type or level of support available to you will depend on the package ordered along with support tier such as Online only, phone and remote support
11.15 Email, phone, remote and on-site support is only available within normal working hours, Monday – Friday 9am to 5pm.
(a) email support – customer must email firstname.lastname@example.org providing as much information about the issue as possible and a Softext technician will respond within 24hrs
(b) phone support – customers can call 0121 323 2304 and request help from a technician. If one is available immediate assistance will be provided however if there is a que, we endeavour to respond within 4 hours.
12. Problems with the Services and Your Legal Rights
12.1 We always use reasonable efforts to ensure that Our provision of the Services is trouble-free. If, however, there is a problem with the Services We request that you inform Us as soon as is reasonably possible.
12.2 We will use reasonable efforts to remedy problems with the Services as quickly as is reasonably possible and practical.
12.3 We will not charge you for remedying problems under this Clause 12 where the problems have been caused by Us, any of our agents or employees or sub-contractors or where nobody is at fault. If We determine that a problem has been caused by incorrect or incomplete information or action provided or taken by you, sub-Clause 11.5 will apply and We may charge you for remedial work.
12.4 As a consumer, you have certain legal rights with respect to the purchase of services. For full details of your legal rights and guidance on exercising them, it is recommended that you contact your local Citizens Advice Bureau or Trading Standards Office. If We do not perform the Services with reasonable skill and care, you have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you, you have the right to a reduction in price. If the Services are not performed in line with information that We have provided about them, you also have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you (or if Our breach concerns information about Us that does not relate to the performance of the Services), you have the right to a reduction in price. If for any reason We are required to repeat the Services in accordance with your legal rights, We will not charge you for the same and We will bear any and all costs of such repeat performance. In cases where a price reduction applies, this may be any sum up to the full Price and, where you have already made payment(s) to Us, may result in a full or partial refund. Any such refunds will be issued without undue delay (and in any event within 14 calendar days starting on the date on which We agree that you are entitled to the refund) and made via the same payment method originally used by you unless you request an alternative method. In addition to your legal rights relating directly to the Services, You also have remedies if We use materials that are faulty or incorrectly described.
13. Supply of Training Services
13.1 The Supplier shall provide the training specified in the Service Specification to such number of the employees of the Customer and in such manner as are specified in the Order.
13.2 Where the training is being provided remotely the Customer must comply with the terms of the Supplier’s website terms and conditions and website acceptable use policy.
13.3 Where the training is being provided at the Customer’s premises the Customer is responsible for ensuring that:
(a) Payment is made at earliest convenience to reserve the date and trainer who will be delivering the training.
(b) a suitable room is made available in which the training can be conducted in a safe environment;
(c) there is sufficient equipment for the number of the Customer’s employees undertaking the training;
(d) there is a working internet connection; and
(e) there are suitable refreshments available.
13.4 The Supplier shall not be liable for any late start to the training as a result of delays on public transportation networks or as a result of adverse weather.
Cancellation & Rescheduling Charges
Please note that all bookings for training are accepted on the basis that the following charges will apply to cancellations or requests for rescheduling. In the event of non-attendance where payment in full has been received, there will be no refund. In the event of non-attendance where payment in full has not been received payment will remain due and payable. The agreed training date can be rescheduled or cancelled free of charge within 24 hours of the time of agreement, if no payment has been made. After 24 hours has elapsed, charges apply as follows:
(a) Cancellation Number of days before the scheduled date Charges applied
|29 days or more||10% of the course fee|
|15 – 28 days||25% of the course fee|
|8 – 14 days||50% of the course fee|
|Less than 7 days||100% of the course fee|
(b) Rescheduling Number of days before the scheduled date Charges applied
|29 days or more||No Charge|
|14 – 27 days||£95 + VAT|
|Less than 14 days||£195+VAT, and £195+VAT per day for onsite|
Training dates can be rescheduled but are subject to availability and additional costs. Any expenses already incurred for onsite training will be charged such as hotel and public transport.
14. Our Liability
14.1 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence (including that of Our employees, agents or sub-contractors). Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by you and Us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable.
14.2 Subject to sub-Clause[s] 14.3 [and 14.4], 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 for any indirect or consequential loss arising out of or in connection with any contract between you and Us.
14.3 Subject to sub-Clause[s] 14.3 [and 14.4] Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be 50% of the total sums paid by you under the contract in question, or no more than the value of £5,000 whichever is lower.
14.4 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.
14.5 If We are providing Services in your premises and We cause any damage, We will make good that damage at no additional cost to you. We are not responsible for any pre-existing faults or damage in or to your premises that We may discover while providing the Services.
15. Events Outside of Our Control (Force Majeure)
15.1 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 event that is beyond Our reasonable control.
15.2 If any event described under this Clause 15 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:
15.2.1 We will inform you as soon as is reasonably possible;
15.2.2 Our obligations under these Terms and Conditions will be suspended and any time limits that We are bound by will be extended accordingly;
15.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
15.2.4 If an event outside of Our control occurs and you wish to cancel the Contract, you may do so in accordance with your right to Cancel under sub-Clause 4.6. 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 14 Calendar Days of Our acceptance of your cancellation notice;
16. Communication and Contact Details
16.1 If you wish to contact Us, you may do so by telephone at 0121 323 2304 or by email at email@example.com.
16.2 In certain circumstances you must contact Us in writing (when cancelling an Order, contract for example, or exercising your right to cancel the Services). When contacting Us in writing you may use the following methods:
16.2.1 Contact Us by email at firstname.lastname@example.org
16.2.2 Contact Us by pre-paid post at Softext Ltd, Unit 2, Meltex House, Kepler, Lichfield Road Ind Est, Tamworth, B79 7XE.
17. How We Use Your Personal Information (Data Protection)
17.1 All personal information that We may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.
17.2 We may use your personal information to:
17.2.1 Provide Our Services to you.
17.2.2 Process your payment for the Services.
17.2.3 Inform you of new products and services available from Us. You may request that We stop sending you this information at any time.
17.2.4 In certain circumstances (if, for example, you wish to pay for the Services on credit), and with your consent, We may pass your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Act 1998 and should use and hold your personal information accordingly.
17.2.5 We will not pass on your personal information to any other third parties [without first obtaining your express permission].
18. Other Important Terms
18.1 We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
18.2 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
18.3 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 and Conditions.
18.4 If any of the provisions of these Terms and Conditions 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 and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
18.5 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
19. Governing Law and Jurisdiction
19.1 These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with English law.
19.2 Any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, the Contract, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.
20. Complaints and Feedback
20.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
20.2 All complaints are handled in accordance with Our complaints handling policy and procedure, available below.
20.3 If you wish to complain about any aspect of your dealings with Us, including, but not limited to, these Terms and Conditions, the Contract, or the Services, please contact Us in one of the following ways:
20.3.1 In writing, addressed to Managing Director, Softext Ltd, Unit 2, Meltex House, Kepler, Lichfield Road Ind Est, Tamworth, B79 7XE.
20.3.2 By email, addressed to Managing Director, email@example.com
20.3.3 By contacting Us by telephone on 0121 323 2304
20.4 When making a Complaint, you will be required to provide the following information in as much detail as is reasonably possible:
20.4.1 Your name, address, telephone number and email address (We will contact you using your preferred contact method as your Complaint is handled);
20.4.2 If you are making a Complaint on behalf of someone else, that person’s name and contact details as well as your own;
20.4.3 If you are making a Complaint about a particular transaction, the Order number or Invoice number.
20.4.4 If you are making a Complaint about a particular employee or subcontractor of ours, the name and, where appropriate, position of that person.
20.4.5 Further details of your Complaint including, as appropriate, all times, dates, events, and people involved;
20.4.6 Details of any documents or other evidence you wish to rely on in support of your Complaint;
20.4.7 Details of what you would like Softext ltd to do to resolve your Complaint and to put things right. (Please note that whilst we will make every reasonable effort to accommodate such requests, we are not bound to take any action beyond that which we may be contractually or otherwise legally obliged to take.)
21. What this Complaints Policy Covers
21.1 This Complaints Policy applies to the sale of goods or the provision of services by Softext Ltd, to our customer service and to our employees or subcontractors.
21.2 For the purposes of this Complaints Policy, any reference to Softext ltd also includes our employees or subcontractors.
21.3 Complaints may relate to any of our activities and may include (but not be limited to):
21.3.1 The quality of customer service you have received from Softext ltd;
21.3.2 The behaviour and/or professional competence of our employees or subcontractors;
21.3.3 Delays, defects or other problems associated with the sale of goods by Softext ltd;
21.3.4 Delays, defects, poor workmanship or other problems associated with the provision of services by Softext ltd
21.4 The following are not considered to be Complaints and should therefore be directed to the appropriate person or department
21.4.1 General questions about our goods or services.
21.4.2 Returns of damaged, faulty, incorrect or unwanted goods for exchange or refund in accordance with our Sale of Goods terms and conditions where there is no further complaint
21.4.3 Matters concerning contractual or other legal disputes;
21.4.4 Formal requests for the disclosure of information, for example, under the Data Protection Act;
22. Confidentiality and Data Protection
22.1 All Complaints and information relating thereto are treated with the utmost confidence. Such information will only be shared with those employees or subcontractors of Softext Ltd who need to know in order to handle your Complaint.
22.2 We may ask for your permission to use details of your Complaint (with your personal details removed) for internal training and quality improvement purposes. If you have given such permission, you may revoke it at any time by contacting us.
22.3 All personal information that we may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.