Terms & Conditions

V PREP IT LIMITED – STANDARD TERMS & CONDITIONS

Terms and conditions for the supply of goods and provision of services by V Prep IT Limited

1. INTERPRETATION

1.1 Definitions

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document and the ‘Special Conditions’ in the Front Page as amended from time to time by agreement of the parties.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Materials in accordance with these Conditions and including the Front Page.

Customer: the person or firm who purchases the Materials from the Supplier as detailed in the order form.

Force Majeure Event: an event or circumstance beyond the reasonable control of the party affected.

Intellectual Property: all of the Supplier’s (or its rights in) patents, trademarks, rights in design (all as registered and unregistered), applications for any of the foregoing, rights in any goodwill, copyright in the Materials, trade secrets, knowhow and all other rights of a similar nature proprietary or confidential to the Supplier.

Materials: the goods and materials (or any part of them) described as video training and support material.

Order: The customer’s order for the Materials for online training material

Specification: any specification for the Materials that is described by Supplier.

Supplier: V Prep IT Limited (registered in England and Wales with company number 09261781.

1.2 Interpretation:

(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(b) a reference to “writing” or “written” includes emails.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer has sought or seeks to or purports to impose or incorporate, at any time, or which may be implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Materials in accordance with this Contract.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s advertising are produced for the sole purpose of giving an approximate idea of the Materials referred to in them. They shall not form part of the Contract nor have any contractual force.

2.5 A quotation for the Materials given by the Supplier shall not constitute an offer.

3. MATERIALS

3.1 The Materials are as described as online training video’s

3.2 To the extent that the Materials are to be manufactured in accordance with the Customer’s specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of reputation, all interest, penalties and professional expenses suffered by the Supplier) in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of the Supplier’s use of the Customer’s specification. This clause shall survive termination of the Contract.

3.3 The Supplier shall be entitled to amend the Specification of the Materials as required by law or without notice to the Customer with no liability attaching to the Supplier.

4. DELIVERY

4.1 The Materials shall be delivered electronically via the internet.

4.2 The Supplier shall not be liable for any delay in delivery of the Materials that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Materials.

4.3 If the Supplier fails to deliver the Materials, its liability shall be limited to an equivalent of a daily rate that the material was unavailable to the customer.

4.4 The Supplier shall have no liability for any failure to deliver the Materials to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate information that is relevant to the supply of the Materials.

4.5 The Supplier will deliver the material for 12 months from the date the customer payment.

5. QUALITY

5.1 The Supplier warrants that on delivery, and for a period of 6 months from the date of delivery (“Warranty Period”), the Materials shall:

(a) be of satisfactory quality (within the meaning of the Sale of Goods Act 1970).

(b) As described in the marketing and sales material of the supplier

5.2 Subject to clause 5.1, if

(a) the Customer gives notice in writing to the Supplier during the Warranty Period within 7 Business Days of its discovery that some or all of the Materials do not comply with the warranty set out in clause 5.1;

(b) the Supplier is given a reasonable opportunity of examining such Materials; and

(c) the Customer (if asked to do so by the Supplier) returns such Materials to the Supplier’s place of business at the Customer’s cost,

then the Supplier shall, at its option, either repair or replace the defective Materials, or refund the price of the defective Materials in full.

5.3 The Supplier shall not be liable for the Materials’ failure to comply with the warranty set out in clause 5.1 in any of the following events:

(a) the defect arises as a result of the Supplier following any instruction, design or specification supplied by changes in procedures or equipment from the manufacturer the material is based on

(b) the fault of any IT support companies (Internet suppliers) making the material unavailable to the customer.

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Materials’ failure to comply with the warranty set out in clause 5.1

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 (as amended) are, to the fullest extent permitted by law, excluded from the Contract.

5.6 These Conditions shall apply to any repaired or replacement Materials supplied by the Supplier.

6. TITLE AND RISK

6.1 The risk in the Materials shall pass to the Customer on completion of delivery.

6.2 Title to the Materials shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Materials.

6.3 The Customer shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.

7. PRICE AND PAYMENT

7.1 The price of the Materials shall be the price described on the Suppliers website and shall be paid by the Customer to the Supplier in consideration of the supply of the Materials.

7.2 The price of the material is for 1 years access to the material from the date of payment.

7.3 The payment for the material will automatically be renewed unless cancelled by the Customer through the function on their subscription dashboard.

7.4 The Supplier will inform the Customer 29 days in advance of delivery for renewal of subscription for the material.

7.5 The Customer shall pay the invoice in full and in cleared funds when the renewal payment is due.

7.6 The Supplier may, by giving notice to the Customer at any time 30 Business Days before delivery, increase the price of the Materials or any part thereof to reflect any increase in the cost of the Materials that is due to any request by the Customer to change the delivery date(s), quantities or types of Materials ordered, or the Specification.

7.7 The price of the Materials excludes amounts in respect of value added tax (“VAT”), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.

7.8 The supplier may offer discount voucher codes to the Customer, this does not entitle the Customer the same discount code on subsequent renewal payments.

7.9 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding require by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

8. TERMINATION

8.1 Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

(a) that other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing to do so; or

(b) that other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solver restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

(c) the Customer has not used the material after payment or renewal payment has been made.

8.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

8.3 On termination of the Contract for any reason the Customer shall pay to the Supplier any outstanding usage of the product at a rate of 10% per days use.

8.4 The customer is liable for all banking charges sustained by the Supplier for cancelling the order after the payment date

8.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination; and the provisions of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

9. LIMITATION OF LIABILITY

9.1 Nothing in the Contract shall limit or exclude either party’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), fraud or fraudulent misrepresentation.

9.2 The parties agree that the Supplier’s total liability to the Customer for breach of the Contract, its negligence, misrepresentation or otherwise shall be limited as set out in clause 4 or to that element of the Price of the Materials attributable to such breach, negligence or misrepresentation or the price as described on the Front Page, whichever is the lower.

10. INTELLECTUAL PROPERTY

10.1 By placing an Order and entering into this Contract the Customer agrees and acknowledges that all the Intellectual Property in the Material is confidential and is owned by and proprietary to the Supplier.

10.2 The Customer shall not copy, break down or change any of the Materials; or use the Materials other than as a private assisting aid to the Customer only to be used in conjunction with the pertinent aircraft manufacturer’s recommended operational techniques and the relevant airline’s standard operating procedures (“Source Information”).

10.3 The Customer shall be responsible for ensuring that the Materials have been requested and for his / her sole usage and application of the same.

10.4 Whilst the Supplier takes reasonable steps to have the Materials reflect and summarise the relevant Source Information of which it has been made aware by the Customer, the Customer agrees that the Materials are not a replacement or substitute for the Source Information and that the Customer must not rely on the Materials being complete; and the Customer agrees that the Materials are provided without the Supplier giving any warranty whatsoever as regards the contents of the Materials.

10.5 The Customer expressly agrees that the Source Information shall always take precedence to and priority over any part of the Materials and that consequently the Customer shall not hold the Supplier liable in any way for any of the Materials being inconsistent with the Source Information, and that the Customer will rely only on the Source Information.

11. CONFIDENTIALITY

11.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement disclose to any person any confidential information.

11.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11.2;

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority;

(c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

12. CUSTOMER’S RIGHTS

12.1 The Customer may, after the Date of the Contract, cancel the Contract within 14 days of the Date of the Contract (“Cancellation Period”) by serving written notice or by email to enquiries@v-prep.com in accordance with his rights as a consumer.

12.2 If the Customer cancels in accordance with clause 12.1 having received the Materials, will be subject to the termination conditions as set out in clause 8

12.3 If the Customer uses any of the Materials after the end of the Cancellation Period then the Customer’s right to cancel in clause 12.1 shall cease to apply and shall be of no effect.

12.4 The Supplier takes reasonable care to comply with the provisions of this Contract. If however in the unlikely event the Customer has any reason to complain, then he/she should send details of the complaint by email to enquiries@v-prep.com

13. GENERAL

13.1 Assignment and other dealings

Both parties may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

13.2 Entire agreement

(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

13.3 Variation

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.4 Waiver

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

(a) waive that or any other right or remedy; not

(b) prevent or restrict the further exercise of that or any other right or remedy,

13.5 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

13.6 Notices

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) as specified on the Front Page or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.7(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13.7 Third party rights

No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

13.8 Governing Law

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

13.9 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.