Terms and Conditions

GENERAL TERMS AND CONDITIONS OF BUSINESS

1.         Introduction

1.1       The following are the terms and conditions (called "these Terms") for the supply of products and services by us. We may change these Terms from time to time without notice to you. However, any changes will only apply to any orders received after the change. We intend to rely upon these Terms. If you want to change them, please make sure you ask for any changes to be put in writing before you place your order or use our site. This is to avoid any misunderstandings as to what we and you are expected to do. It is important that you read and understand these Terms before ordering from us. If there is any term that you do not understand please notify us in writing before ordering from us or continuing to use our site. Only a director of ours has authority to vary these Terms. No other terms and conditions (including, without limitation, any terms or conditions which you attempt to apply under any purchase order or other document) shall form part of any contract with us.

1.2       The benefit of any contract entered into with us is personal to you and only you can enforce the contractual terms.

1.3       We operate the website www.onilo.co.uk. We are Onilo Limited, a company registered in England and Wales under company number 08230259 and with our registered office at 3rd Floor, Premier House, 12-13 Hatton Garden, London EC1N 8AN. Our VAT number is 151 8327 18.

1.4       These Terms also apply when you visit our website, irrespective of whether you register on the website or place an order.

1.5       All products and services shown on our site are subject to availability. We will inform you by e-mail as soon as possible if the product or service you have ordered is not available and we will not process your order if made. We reserve the right to modify or delete parts of the content offered on our website at any time, without prior notice and without having to seek your consent but if you have licensed Boardstories from us we will make these available for the duration of your licence.

2.         Intellectual Property

2.1       The content of our website is protected by copyright and other intellectual property rights. This protects in particular all text, graphics, photos, illustrations, videos, music and software. You may not alter, publish, duplicate or save any content without our written consent nor enter it into a database or commercialise it in any other form. Please note that you will be in breach of these Terms if you allow third parties who do not belong to the organisation you have indicated in the registration process to access your Boardstories licensed to you.

2.2       If you submit any content on our website (‘user content‘) for example by posting in forums or guest books or by uploading documents, you grant us a perpetual, irrevocable, royalty free and non-exclusive right to use all of the submissions. You warrant that such submissions are free of third-party rights. You shall indemnify us against all claims that third parties make against us concerning an infringement of their rights including any intellectual property rights and rights of privacy. Any user content that you upload to our site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy. We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site. We have the right to remove any material or posting you make on our site if, in our opinion, such material does not comply with our content standards.

3.         Our Products and Formation of the Company

3.1       Our products and services are flash-animated presentations ('Boardstories'). We offer limited licences for you to access these by way of streaming on our website. The licences permit non-exclusive use for one or several Boardstories for a certain period of time.

3.2       You place an order by clicking on the dialogue field "add to basket" or on the shopping trolley symbol (on the relevant page). An order can only be placed if you have first clicked on the corresponding box to confirm that you have read and agreed to these Terms.

3.3       The products and services offered by us are subject to change without notice.

3.4       The precise steps that you need in order to place an order on our site are set out on the relevant order page.

3.5       Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.

3.6       An order for products and/or services represents a binding offer by you to form a contract to obtain a licence to use a Boardstory for a certain period of time as set out in the order form. Our acceptance of your order will take place and the contract with you concluded when we have sent you an email confirmation of the order. Until then, we will be under no obligation to supply the product or service that you ordered. The contract is concluded subject to the availability of the products and services. If we are unable to supply you with a product or service, for example because that product is not in stock or no longer available or because of an error in the price on our site, we will inform you of this by e-mail. If you have already paid for the products or services, we will refund you the full amount as soon as possible. We reserve the right to refuse or reject any order to obtain any products or services at any time. You may make a change to the order at any time before we send the products to you or the start date for the services by contacting us. Where this means a change in the total price of the products and/or services, we will notify you of the amended price in writing. You can then choose to cancel the order in accordance with clause 5.

3.7       You will need to supply us with a valid and working e-mail address as we will use this to contact you. It is your responsibility to verify that your mailbox is in proper working order and you must assume the risk of all consequences for transmission or operational failures. We expressly draw your attention to the fact that email and Internet transmissions cannot be guaranteed.

3.8       We recommend that you print a copy of these Terms so you have a record of them.

3.9       It is your sole responsiblity to ensure that you have appropriate equipment, software and Internet access to make use of the products and services you obtain from us. We will not give any refunds if you do not.

4.         Price

4.1       The applicable prices are those valid on the date that we receive the order. We take all reasonable care to ensure that the prices of products and services are correct at the time when the relevant information was entered onto the system. However if we discover an error in the price of products or services you ordered, please see clause 4.4 for what happens in this event.

4.2       Prices for our products and services may change from time to time, but changes will not affect any order which we have accepted.

4.3       The price of a product or service includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the products or services in full before the change in VAT takes effect.

4.4       Our site contains a large number of products. It is always possible that, despite our reasonable efforts, some of the products on our site may be incorrectly priced. If we discover an error in the price of the products you have ordered we will inform you of this error and we will give you the option of continuing to purchase the product and services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.

4.5       You can pay for products using a debit card or credit card or other methods which appear on our payment page.

4.6       Payment for the products and services and all applicable delivery charges is in advance.

 

4.7        By ordering from us, you agree to us using your personal and credit/debit card details in order to supply the products to you (which may involve passing them on to relevant third parties such as credit card companies and online payment organisations).

5.         Right of Cancellation

Clauses 5.1 to 5.2 apply only if you are a consumer

5.1       If you are a consumer, you have a legal right to cancel your contract to obtain products or services from us during the period set out below in clause 5.2 PROVIDED you have not started to access the products and/or services. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to keep a product or service, you can notify us of your decision to cancel the contract and receive a refund. Advice about your legal right to cancel the contract under these regulations is available from your local Citizens' Advice Bureau or Trading Standards Office.

5.2       Your legal right to cancel a contract starts from the date we email you accepting your order. If you have not already started to use the product or service, you have a period of 7 (seven) working days in which you may cancel, starting from the day after the day you receive the email. Working days means that Saturdays, Sundays or public holidays are not included in this period.

5.3       Once you start to use the products or services, you will no longer be entitled to cancel your contract unless:

(a)       we break the contract in any material way and we do not correct or fix the situation within 30 days of you asking us to in writing;

(b)       we go into liquidation or a receiver or an administrator is appointed over our assets.

5.4       To cancel a contract, you must contact us in writing by sending an e-mail to info@onilo.co.uk or by sending a letter to Onilo Ltd., Unit 5, 9 Thorpe Close, London W10 5XL. You may wish to keep a copy of your cancellation notification for your own records. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you sent us the e-mail or posted the letter to us.

5.5       If you cancel under clause 5.2, you will receive a full refund of the price you paid for the products and services. We will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which you gave us notice of cancellation as described in clause 5.3.

5.6       We refund you on the credit card or debit card used by you to pay us.

5.7       If you are a consumer, you will always have legal rights in relation to products and services that are faulty or not as described. These legal rights are not affected by the cancellation policy in this clause or these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.

6.         Scope of Services to be provided by us, Amendments 

6.1       We will make available Boardstories that we agree to licence to you.

6.2       We reserve the right to modify our services in order to keep abreast of technical developments, as long as this does not detract from their suitability for purpose.

6.3       We may engage subcontractors to carry out some of or all of the work and services that we have undertaken to perform.

7.         Time for Performance

Any times or dates given by us for perfomance of the contract are indicative only and while we will use our reasonable endeavours to meet those timescales, we shall not have any liablilty for failure to do so.

8.         Terms of payment

Unless otherwise agreed, all payments are due immediately after an invoice has been issued.

9.         Setoff

Payments must be made without deduction or set-off.

10.       Warranty

10.1     We warrant that for the period of any licence term, the Boardstories we licence to you will be available on our website and will be free from material defects. However, this warranty does not apply in the circumstances described in clause 10.2 below.

10.2     The warranty in clause 10.1 does not apply to any defect in the products or services arising from:

(a)        you failing to operate or use the products or services in accordance with the user instructions;

(b)        any specification provided by you.

10.3     If you are a consumer, this warranty is in addition to your legal rights in relation to products and services that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards Office.

10.4     Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the products or services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the products or services are suitable for your purposes.

11.       Our liability if you are not a consumer

This clause 11 only applies if you are not a consumer.

11.1     We only supply the products and services for internal use by your organisation and you agree not to use the product or services for any other purposes or outside your organisation.

11.2     Nothing in these Terms limits or excludes our liability for:

(a)       death or personal injury caused by our negligence;

(b)       fraud or fraudulent misrepresentation;

(c)       circumstances where the law does not permit liability to be limited or excluded.

11.3     Subject to clause 11.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with any contract with you for:

(a)       any loss of profits, sales, business, or revenue;

(b)       loss or corruption of data, information or software;

(c)       loss of business opportunity;

(d)       loss of anticipated savings;

(e)       loss of goodwill; or

(f)        any indirect or consequential loss.

11.4     Subject to clause 11.2 and clause 11.3, our total liability to you in respect of all other losses arising under or in connection with any contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceeds 100% of the price of the products and/or services you purchase from us.

 

12.       Our liability if you are a consumer

This clause only applies if you are a consumer.

12.1     If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Contract.

12.2     We only supply the products and services for domestic and private use. You agree not to use the products and services for any commercial teaching, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

12.3     We do not in any way exclude or limit our liability for:

(a)        death or personal injury caused by our negligence;

(b)        fraud or fraudulent misrepresentation;

(c)        circumstances where the law does not permit liability to be limited or excluded.

13.       Telecommunication and internet failures

13.1       We do not represent or warrant that the use of our site will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data. Our site may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. We are not responsible for any delays, delivery failures, or other damage resulting from such problems.

13.2       We assume no responsibility or liability for damage caused due to external factors during data transmission from us to you or from you to us.

14.         Events outside our control

14.1     We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Events Outside Our Control. An Event Outside Our Control is defined below in clause 14.2.

14.2     An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

14.3     If an Event Outside Our Control takes place that affects the performance of our obligations under a contract:

(a)       we will contact you as soon as reasonably possible to notify you; and

(b)       our obligations under a contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

15.       Data protection

We only use your personal information in accordance with our privacy policy. Please take the time to read these, as they include important terms which apply to you.

16.       If you are a business customer

If you are not a consumer, by placing the order you confirm that you have authority to bind any business or other institution such as a school on whose behalf you use our site to purchase products and services.

17.       Communications between us

17.1     When we refer, in these Terms, to "in writing", this will include e-mail.

17.2     If you are a consumer and you wish to contact us in writing for any other reason, you can send this to us by e-mail or by pre-paid post to the addresses in clause 5.

17.3     If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.

17.4     If you are a business, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

18.       General

18.1     We may transfer our rights and obligations under a contract to another organisation, but this will not affect your rights or our obligations under these Terms.

18.2     You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

18.3     Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect. Headings do not affect the meaning of these Terms

18.4     If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

18.5     If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the purchase of products through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction.

18.6     If you are not a consumer, these Terms are governed by English law. This means that a Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

18.7     We will not file a copy of the Contract between us. Contracts are concluded in English.

18.8     These Terms and the documents referred to in it are the whole agreement between us. The current version of these Terms supersede all prior agreements between us relating to your use of the site and constitutes the entire agreement between us relating to your use of the site. The parties confirm that they have not entered into these terms on the basis of any representation that is not expressly set out in these terms.

Last amended on 01.02.2013

Copyright Onilo Limited 2013 - All rights reserved

Please note:

that you are in violation of the Terms if you give third parties access to your licenced Boardstories who do not belong to the institution that you specify in the registration process.