| 1.
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Preliminary
Matters |
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1.1
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Definitions
Charges - The charges
payable for Products to be supplied to Customers at the Company’s rates
current from time to time as set out in the Company’s Tariff of Charges
and advertised on the Company’s websites.
Company
- The Policy Company
Limited.
Customer/s
- The purchasers
of model policies, procedures, guidance notes, training materials and
other employment, or business related services provided from time to time
by the Company pursuant to these Terms and Conditions.
Licence
- The Licence granted
to the Customer/s the details of which are set out in paragraph 4 of these
Terms and Conditions.
Order Form
- The Company’s
order form on which the Customer places an order for the Products with
the Company.
Products
- The employment
or business related information and materials supplied by the Company
and set out in model policies and/or procedure statements, guidance notes,
training materials or such other format or description as the Company
may from time to time advertise for sale.
Tariff of Charges
- The Company’s
current published list of Charges as amended from time to time.
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1.2 |
Interpretation |
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In
these Terms and Conditions unless the context requires otherwise: |
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1.2.1
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words
and expressions that are defined in the Copyright, Designs and Patents Act
1988 shall bear the same meanings in these Terms and Conditions. |
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1.2.2 |
words
importing the singular number shall include the plural and vice versa. |
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1.2.3 |
words
importing any particular gender shall include all other genders. |
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1.2.4
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references
to persons shall include bodies of persons whether corporate or incorporate. |
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1.2.5 |
words
importing the whole shall be treated as including a reference to any part
of the whole. |
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1.3 |
Any
reference in these Terms and Conditions to any statute or statutory provision
shall be construed as referring to that statute or statutory provision as
it may from time to time be amended, modified, extended, re-enacted or replaced
(whether before or after the date of these Terms and Conditions) and including
all subordinate egislation from time to time under it. |
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1.4 |
The
expression ‘copyright’ shall include the entire copyright, design right,
rental right, right to authorise or prohibit lending and database right
subsisting now or created at any time under the laws of the United Kingdom
and all analogous rights subsisting now or created at any time under the
laws of each and every other relevant jurisdiction. |
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1.5 |
References
in these Terms and Conditions to paragraphs are to paragraphs of these Terms
and Conditions except where otherwise expressly stated. |
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1.6 |
Headings
are used in these Terms and Conditions for the convenience of the parties
only and shall not be incorporated into the Terms and Conditions and shall
not be deemed to be any indication of the meaning of the paragraphs to which
they relate. |
| 2. |
Supply
of Products |
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2.1. |
The
Company agrees to supply the Products to the Customer and the Customer agrees
to purchase the Products upon and subject to these Terms and Conditions. |
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2.2 |
Payment
of the whole of the Charges must be received prior to acceptance of the
Customer’s order. |
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2.3 |
The
Charges are exclusive of any VAT payable, which will also be charged to
the Customer. |
| 3. |
Delivery |
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3.1
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The
Company will supply the Products by the delivery method confirmed in the
Order Form. |
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3.2 |
Delivery
of the Products will be made to the address given for delivery in the Order
Form. |
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3.3 |
Delivery
will be made within fourteen days of receipt of payment. |
| 4. |
Use
of the Products |
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4.1 |
The
Company grants to the Customer a non-exclusive, non-transferable licence
to use the Products in accordance with these Terms and Conditions. |
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4.2
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The
Customer may only use or copy the Products for internal information and
guidance in relation to the creation and implementation of the Customer’s
own human resources, employment or business related policies (“Authorised
Use”). |
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4.3
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The
Customer shall not disclose, transmit in any form or by any method (including
manual, mechanical or electronic), store in a retrieval system, copy for
third party use, redistribute or resell the Products and shall not permit
any third party to use or benefit by the use of the Products. |
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4.4
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The
Customer acknowledges that the way in which it interprets, adapts or uses
the Products is dependent upon the exercise of its own skill and judgement. |
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4.5
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The
Customer shall ensure that all of its employees are aware of and comply
with all of the obligations of the Customer contained in these Terms and
Conditions. |
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4.6 |
The
Customer acknowledges that it is licensed to use the Products in accordance
with these Terms and Conditions but not further or otherwise. |
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4.7 |
All
rights not specifically and expressly granted to the Customer by these
Terms and Conditions are reserved to the Company. |
| 5. |
Intellectual
Property Rights |
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5.1 |
The
Products and all intellectual property rights (including in particular copyright)
relating to the Products and their contents are and shall remain the property
of the Company and no reproduction of the Products is permitted other than
in accordance with these Terms and Conditions. |
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5.2
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The
Company is the proprietor of The Policy Company name and get-up throughout
the world and the proprietor or exclusive licensee of all trade marks, brand
names, product names, titles or copyrights of the Company or of their respective
owners. No permission is given by the Company in respect of the use of any
of them and such use will constitute an infringement of the rights of the
Company and the owner. |
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5.3
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Customers
shall treat the Products and the information contained therein as confidential
and shall not divulge the whole or any part thereof to any third party except
as required by law. Disclosure to its own employees and professional advisors
is permitted but only in accordance with an Authorised Use. The Customer
shall ensure that its employees comply with the intellectual property, confidentiality
and non disclosure obligations contained in these Terms and Conditions. |
| 6. |
Contents |
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6.1 |
No
responsibility is assumed by the Company for the information contained in
the Products or for any loss which may arise as a result of relying on such
information and all liability is disclaimed in respect of such information
to the fullest extent allowed by law. |
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6.2 |
The
Company makes no representations or warranties of any kind with respect
to the Products and disclaims all such representations and warranties. In
particular the Customer acknowledges to the Company that the Company makes
no express or implied warranties as to merchantability or fitness for a
particular purpose of the Products or as to their accuracy or completeness. |
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6.3
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The
information contained in the Products may contain technical inaccuracies
or typographical errors. The Company shall have no liability to the Customer
in contract, tort or otherwise for any loss or damage which the Customer
suffers (whether direct, consequential or any other form of loss) as a result
of any inaccuracy or error in the Products or as a result of any default
on the part of the Company. All liability of the Company howsoever arising
for any such inaccuracy or error or any default is expressly excluded to
the fullest extent permitted by law. |
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6.4 |
Neither
the Company nor any of its directors, employees or other representatives
will be liable (save as is set out in paragraph 6 of these Terms and Conditions)
for loss or damage arising out of or in connection with the use of the Products.
This is a comprehensive limitation of liability that applies to all damages
of any kind, including (without limitation) compensatory, direct, indirect
or consequential damages, loss of data, income or profit, loss of or damage
to property and claims of third parties. |
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6.5 |
Not
withstanding the foregoing, none of the exclusions and limitations in these
Terms and Conditions are intended to limit any rights the Customer may have
under local law or other statutory rights which cannot be excluded, nor
in any way to exclude or limit the Company’s liability to the Customer for
death or personal injury resulting from the Company’s negligence or that
of the Company’s employees or agents. |
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6.6 |
The
Products and the information contained therein are for general information
and guidance purposes only and shall not be deemed to be comprehensive or
to provide legal or other advice of any kind, including as to employment
law and practice. For avoidance of doubt the Company is not engaged in providing
legal or professional advice and if such is required the services of a lawyer
or other professional adviser should be sought. |
| 7. |
General |
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7.1 |
Notices
Unless otherwise expressly stated in these Terms and Conditions, all notices
from the Customer to the Company must be in writing and sent to our contact
address at 2 Finchale Priory, Bedford, MK41 0WB and all notices from us
to you will be displayed on our websites from time to time. |
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7.2
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Events
beyond the Company’s control
The Company shall have no liability to you for any failure to deliver the
Products or any delay in doing so or for any damage or defect to Products
delivered that is caused by any event or circumstance beyond the Company’s
reasonable control including, without limitation, strikes, lock-outs and
other industrial disputes, breakdown of systems, flood, fire, explosion
or accident. |
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7.3 |
Invalidity
If any part of these Terms and Conditions is unenforceable (including any
provision in which the Company excludes its liability to the Customer) the
enforceability of any other part of these Terms and Conditions shall not
be affected. |
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7.4 |
Third
Party Rights
Except for the Company’s affiliates, directors, employees or representatives,
a person who is not a party to the agreement contained in these Terms and
Conditions has no rights under the UK Contracts (Rights of Third Parties)Act
1999 to enforce any term contained herein but this shall not affect any
right or remedy of a third party that exists or is available apart from
that Act. |
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7.5 |
Waiver
The failure by the Company to enforce at any time or for any period any
one or more of these Terms and Conditions shall not be a waiver of them
or of the right at any time subsequently to enforce all of the Terms and
Conditions. |
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7.6 |
Entire
Agreement
These Terms and Conditions, together with the Company’s Tariff of Charges
and Order Form, set out the whole of the agreement relating to the supply
of the Products to the Customer by the Company. Nothing said by any sales
person on the Company’s behalf should be understood as a variation of these
Terms and Conditions or as an authorised representation about the nature
or quality of the Products. The Company shall have no liability for any
such representation being untrue or misleading.
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7.7 |
Governing
Law and Jurisdiction |
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7.7.1 |
These
Terms and Conditions and the agreement between the Company and the Customer
contained therein shall be governed by and interpreted in accordance with
English law and the English Courts have exclusive jurisdiction to resolve
any disputes between the parties. |
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7.7.2 |
The
Products are intended for the use of residents of the United Kingdom of
Great Britain and Northern Ireland only. |
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