Digital Products Terms and Conditions
Last updated: 20th July 2023
Use the details below to contact us;
Contact Name: Michelle Molyneux
Registered Business Name: Michelle Molyneux Business Consulting Ltd
Company number: 14727948
Registered Address: Suite 1, Central House, Central Way, Winwick Street, Warrington, WA2 7TT
Email Address: firstname.lastname@example.org
This Agreement contains the terms and conditions applicable to using any digital products You. By placing an Order for any Product, you agree to the terms and conditions of this Agreement.
1.1. Unless the context requires otherwise, the following definitions shall apply:
Agreement means this agreement between You and Michelle Molyneux Consulting (We/Our);
Authorised seller relates to the person or business authorised to sell the packs on our behalf.
Authorised User means any person in Your organisation to whom access to a Product is provided under the terms of this Agreement;
Michelle Molyneux Consulting’s Website means www.michelle-molyneux.co.uk
Force Majeure means circumstances beyond the relevant party’s control that prevent the performance of the Agreement, including any failure or breakdown of electronic systems upon which the provision of a Product is dependent;
Intellectual Property Rights or IPR means any intellectual property rights, including trademarks, copyright, moral rights, database rights, know-how and all other intellectual and proprietary information rights as may exist now or hereafter come into existence; all modifications, renewals, rights to apply for, renewals and extension of any of the previous arising under the laws of any country, state or jurisdiction in the world;
Order means an order placed by You to purchase a Product through our website or email.
Price means the amount to be paid by You to us for the Product as quoted to You at the time You place an Order;
Products mean any materials (including but not limited to templates, reports, software, training programs and/or other general information contained within documents) which You purchase from Our website as may be updated from time to time;
You mean the organisation on whose behalf you place an Order for a Product. Yours and You shall be construed accordingly.
2. Your Status
2.1. By placing an Order, you warrant and represent that:
- The individual placing the Order is fully authorised to enter into this Agreement on Your behalf; and
- The Order is being placed on behalf of Your business, and the individual placing the Order is not acting as a consumer.
3. Use Of The Products
3.1. Payment of the price will entitle You to a royalty-free, non-exclusive, non-transferable, non-sublicensable licence to use, download and store the Product(s). In respect of any element of the Product that comprises a template, you may, for Your internal purposes, only do derivative works using the Product. You acknowledge that You have purchased a licence to use the Product and that the grant of this licence does not constitute a transfer of ownership.
3.2. You may only use the Product for Your internal purposes in your business unless otherwise agreed in writing with us. You shall not forward (and shall procure that no Authorised User shall deliver), via any means, any content provided by Michelle Molyneux Consulting to anyone other than Your Authorised Users.
3.3. You may not, unless otherwise expressly permitted:
- sell, sub-licence, distribute, display, copy, disassemble, decompile, reverse engineer, translate, transfer, or otherwise make available any Product and its content to any other person;
- use any Product or its content to create any derivative works or products that could be considered competitive products;
- allow any third party to access, benefit or use any Product or its content in any way;
- You shall maintain all security measures as may reasonably be required to prevent any unauthorised access to or use of any Product.
3.4. Your rights under this Agreement may be revoked if You fail to comply with any of the terms of this Agreement. Upon notice of revocation, You shall, and shall procure that Your Authorised Users and anyone else to whom you have provided access to any Product shall, immediately:
- cease to use or access the Product and its content; and
- destroy all copies of the Product, its contents and any information or derivative works created or acquired by You as a result of or in connection with this Agreement.
3.5. You agree to indemnify Michelle Molyneux Consulting, and authorised sellers, against any liability arising from Your or any third party’s unauthorised use of any Product or its contents provided to You and any use by You or any third party of any derivative works made by you.
4.1. The Products are provided ‘as is’ for general information purposes only and do not constitute professional advice, and You should not rely on them as such. The Products may not be suitable for Your purposes.
4.2. We do not warrant that use of the Products will ensure Your compliance with any applicable legal or regulatory requirements.
4.3. All warranties, representations and obligations not set out in this Agreement (expressly or as implied by law) are, as a result, excluded to the maximum extent permitted by law.
5.1. Michelle Molyneux Consulting or our authorised seller shall send You an invoice as soon as reasonably practicable after You purchase any Products.
5.2. With this being a digital product deliverable to your email in a business-to-business contract, there is a no refund policy; therefore, no refunds will be given.
6. Michelle Molyneux Consulting’s Obligations
6.1. Upon receipt of Your Order, Michelle Molyneux Consulting, either directly or via our authorised seller, shall issue you with purchasing the digital products as soon as reasonably practicable.
6.2. Michelle Molyneux Consulting, or its authorised sellers, are not under any obligation to provide maintenance or support for any Product or its content.
7. Intellectual Property
7.1. The Intellectual Property Rights for the digital Products are and shall remain the sole property of Michelle Molyneux Consulting. You acknowledge that all present and future rights in and title to the Products, including the right to grant access to and use of the same, shall rest in Michelle Molyneux Consulting and, where applicable, its authorised sellors.
7.2. You shall indemnify Michelle Molyneux Consulting from and against all costs and expenses (including reasonable legal fees) arising from any claim that any derivative work that you create based on any Product infringes any third party’s IPR. You agree to cooperate with Michelle Molyneux Consulting to defend any such claim at Your own expense.
8. Data Protection
8.1. To the extent that Michelle Molyneux Consulting processes any personal data provided by You in connection with this Agreement, Michelle Molyneux Consulting will follow Michelle Molyneux Consulting’s privacy statement and any applicable data protection laws of the United Kingdom.
9.1. Nothing in this Agreement shall limit a party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot by law be limited.
9.2. We shall not be liable to You for any indirect, special, incidental and/or consequential loss and/or damage incurred by You in connection with your use of any Product.
9.3. We shall not be responsible for any loss, damage or other cost resulting from any decisions that are made in reliance on any Product, including, without limitation, compliance and/or risk management decisions, and You acknowledge that any use of any Product or any of its contents is at Your own risk.
9.4. We exclude to the fullest extent permitted by law any liability whatsoever for any:
- loss of profit, business, revenue, goodwill and/or anticipated savings; and
- sanctions imposed upon You arising out of or in connection with Your non-compliance with any legal or regulatory requirements.
9.5. Our total aggregate liability to You in connection with this Agreement shall be limited to the Price.
10.1. Where applicable, if You wish to provide notice under this Agreement, such notice must be sent to Michelle Molyneux consulting, 101 Kimberley Street, Warrington, Cheshire.
10.2. If We need to provide You with notice under this Agreement, it shall be sent to You using the email address you provided when placing Your Order. It is Your responsibility to ensure that Your details are up-to-date and correct.
11.1. You may not assign, transfer, sub-license or deal with any of Your rights or obligations under this Agreement without Our express permission.
12.1. We may terminate this Agreement at any time where:
- You breach any material term of it, or
- Michelle Molyneux Consulting has reasonable grounds to believe that the performance of it may be unlawful or cause Us and You to breach any legal, regulatory or professional requirement.
13. Governing Law And Jurisdiction
13.1. This Agreement and any dispute arising out of or in connection with it (whether contractual or non-contractual) shall be governed by the laws of England and Wales, and any dispute arising out of or about this Agreement (whether contractual or non-contractual) shall be subject to the exclusive jurisdiction of the Courts of England.
14.1. This Agreement constitutes the agreement between Us and You concerning any Products. This Agreement supersedes all previous discussions, correspondence, negotiations, understandings or agreements entered into by us about any Products.
14.2. You agree that You have not relied upon, nor will you have any claim in respect of any representation, warranty or condition not set out in this Agreement.
14.3. This Agreement does not grant any rights under the Contracts (Rights of Third Parties) Act 1999 to any third party to enforce any term of this Agreement.
14.4. If any provision of this Agreement is deemed invalid or unenforceable, it shall be severed from the Agreement. It shall not affect the validity and enforceability of any other term in this Agreement.
14.5. No failure by Us to exercise any right under this Agreement or to take action against You in the event of a breach of this Agreement shall constitute a waiver of such right or any other rights under this Agreement.