Terms & Conditions
TERMS OF BUSINESS FOR MILK ACADEMY
(A Division of Milk Education Ltd)
1. THESE TERMS
1.1 What these Terms cover. Together with our Returns Policy, and any other of our relevant website based policies etc. (which are expressly incorporated into these terms), these are the terms on which we supply products to you, whether these are goods, services or digital content.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you (and we) may change or end the contract between us, what to do if there is a problem, and other important information. If you think that there is a mistake in these terms (or that they require any changes), please contact us by email (to firstname.lastname@example.org) so as to advise us of the issue.
1.3 Are you a business customer or a consumer? With regard to some aspects, you will have different rights under these terms depending on whether you are (i) a business; or (ii) a consumer. You are a consumer if:
(a) You are an individual.
(b) You are buying products from us wholly or mainly for your personal use (i.e. not for use in connection with your trade, business, craft or profession).
1.4 If you are a business customer, these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty (made or given by, or on behalf of us) which is not set out in these terms, and that you shall have no claim for innocent or negligent misrepresentation, or negligent misstatement based on any statement in our contract with you.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are ‘milk-academy.co.uk’, or ‘Milk Academy’, or ‘Milk Education’, (plus such other trading names as may be used from time to time), all of which are trading names of Milk Education Limited, a company limited by shares registered in England and Wales. Our company registration number is 9474814, and our registered office is at The Plaza Building, 100 Old Hall Street, Liverpool, L3 9QJ. Our registered VAT number is 213 277 333.
2.2 How to contact us. You can contact us via the details (from time to time) available upon the web-page: https://www.milk-education.co.uk/contact-us/ – such details including, by email sent to email@example.com.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address (or postal address) that you provided to us in your order.
2.4 “Writing” includes emails. When we use the words “writing” (or “written”) in these terms, this phrase includes emails.
3. OUR CONTRACT WITH YOU
3.1 How we will accept your order. Our acceptance of your order will take place when we email (or otherwise contact) you to accept it, at which point a contract will come into existence between you and us.
3.2 If we are unable to accept your order. We will aim to inform you of this promptly, and will not charge you for the relevant product. This might be because the product is out of stock and/or not currently available, because of unexpected limits on our resources (which we could not reasonably plan for), because any credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the product, or because we are unable to deliver the product within a reasonable timescale.
3.3 Your order number / reference. We will assign an order number / reference to your order, and tell you what it is (when we accept your order). It will help us, if you can tell us the order number / reference (whenever you might contact us about your order).
3.4 We primarily sell to the UK. Our website is intended solely for the promotion of our products in the UK. Accordingly, we reserve our discretion not to accept orders from and/or deliver to addresses outside the UK.
4. OUR PRODUCTS
4.1 Any images of our products on our websites are for illustrative purposes only. Although we have made every effort to display their appearance accurately, we cannot guarantee that an electronic device’s display of their appearance accurately reflects the appearance of any products. Your product may vary slightly in appearance from those images.
4.2 Product packaging may vary. Any packaging of the product may vary from that shown in images on our websites.
4.3 Making sure your requirements are accurate. If we are producing any product to your requirements (which you have provided to us), you are responsible for ensuring that such requirements are correct and appropriate.
5. YOUR RIGHTS TO MAKE CHANGES
5.1 If you wish to make a change to any product you have ordered please contact us. We will aim to promptly let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the product, the timing of supply, or anything else which would be appropriate for you to know as a result of your requested change, and we will aim to promptly ask you to confirm whether (or not) you wish to go ahead with the change.
6. OUR RIGHTS TO MAKE CHANGES
6.1 Minor changes to the products. We may change any product:
(a) to reflect changes in relevant laws and regulatory requirements (from time-to-time); and
(b) to implement minor technical adjustments and improvements; for example to address a security threat. These changes should not affect your use of any product.
6.2 More significant changes to the products and these terms. In addition (as we informed you in the description of the product on our websites), we may make more significant changes to the product and these terms, but if we do so, we will aim to promptly notify you, and you may then contact us to end the contract before the changes take effect, and receive a refund for any products paid for but not received.
6.3 Updates to digital content. We may update, or require you to update digital content, provided that the digital content shall always match the description of it (that we provided to you before you bought it).
7. PROVIDING THE PRODUCTS
7.1 Delivery costs. Any costs of delivery will be as displayed to you on our websites.
7.2 When we will provide the products.
(a) If any products are goods. We will contact you with an estimated delivery date, or to agree a delivery date, which will be within a reasonable period after the day on which we accept your order.
(b) If any products are one-off services. We will begin the services on the date agreed with you during the order process. The estimated completion date for the services is as you will have been informed during the order process.
(c) If any product is a one-off purchase of digital content. We will make the digital content available for download by you shortly after we have accepted accept your order.
(d) If any products are ongoing services, or a subscription to receive goods or digital content. We will supply the services, goods or digital content to you until either (i) the services are completed; or (ii) the subscription expires (if applicable); or (iii) you end the contract (as described in paragraph 8); or (iv) we end the contract by written notice to you (as described in paragraph 10).
7.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control, then we will aim to contact you as soon as possible to let you know, and we will aim to take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event, (but if there is a risk of substantial delay, you may contact us to end the contract, and receive a refund for any products you have paid for but not received).
7.4 Collection by you. If you have asked to collect any products from our premises, you can collect them from us at any time during our working hours on weekdays (excluding public holidays).
7.5 If you are not at home when the product is delivered. If no one is available at your address to take delivery, and the products cannot be posted through your letterbox, we will ensure you are left a note (informing you of how to re-arrange delivery, or how to collect the products from a local depot).
7.6 If you do not re-arrange delivery. If you do not collect the products from us (as arranged) or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot – we will contact you for further instructions, and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection, we may end the contract (and paragraph 10.2 will apply).
7.7 If you do not allow us access to provide services. If you do not allow us any required access to perform the services (as arranged), and you do not have a good reason for this, we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you, or re-arrange access to your property, we may end the contract (and paragraph 10.2 will apply).
7.8 When you become responsible for the goods. A product (which is goods) will be your responsibility, from the time we deliver the product to the address you gave us (or you, or a carrier organised by you, collect it from us).
7.9 When you own goods. You own a product (which is goods) once we have received payment in full.
7.10 What will happen if you do not give required information to us. We may need certain information from you, so that we can supply the products to you. If so, this will have been stated in the description of the products on our websites. We will contact you to ask for this information. If you do not give us this information (within a reasonable time of us asking for it), or if you give us incomplete or incorrect information, we may either end the contract (and paragraph 10.2 will apply), or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late, or not supplying any part of them, if this is caused by you not giving us the information that we need (within a reasonable time of us asking for it).
7.11 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
(a) deal with technical problems, or make minor technical changes;
(b) update the product (to reflect changes in relevant laws and regulatory requirements); and/or
(c) make changes to the product as requested by you, or notified by us to you (see paragraph 6).
7.12 Your rights if we suspend the supply of products. We will aim to contact you in advance to tell you that we will be suspending supply of products, unless the problem is urgent (or an emergency). If we have to suspend products (for longer than an immaterial period of time) we will adjust the price, so that you do not pay for products while they are suspended. You may contact us to end the contract if we suspend it, or tell you we are going to suspend it, in each case for a period of more than an immaterial period of time, and we will refund any sums you have paid in advance for products in respect of the period after you end the contract.
7.13 We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to (see paragraph 14.4), and you still do not make payment within a reasonable period of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will aim to contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see paragraph 14.7). We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see paragraph 14.6).
8. YOUR RIGHTS TO END THE CONTRACT
8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract, and whether you are a consumer or business customer:
(a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced, or a service re-performed or to get some or all of your money back) – see paragraph 12, if you are a consumer, and paragraph 13, if you are a business;
(b) If you want to end the contract because of something we have done or have told you we are going to do – see paragraph 8.2;
(c) If you are a consumer and have just changed your mind about the product – see paragraph 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions (and you will have to pay the costs of return of any goods);
(d) In all other cases (if we are not at fault, and you are not a consumer exercising your right to change your mind) – see paragraph 8.7.
8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out in sub-paragraphs (a) to (e) below, the contract will end immediately, and we will refund you in full for any products which have not been provided (and you may also be entitled to compensation). The reasons are:
(a) we have told you about an upcoming change to the product or these terms, which you do not agree to (see paragraph 6.2);
(b) we have told you about an error in the price or description of the product you have ordered, and you do not wish to proceed;
(c) there is a risk that supply of the product may be significantly delayed because of events outside our control;
(d) we have suspended supply of the product for technical reasons, or notify you we are going to suspend it for technical reasons, in each case for a period of more than an immaterial; period;
(e) you have a legal right to end the contract because of something we have done wrong.
8.3 Exercising your right to change your mind – if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer, then for most products bought online, you have a legal right to change your mind within fourteen (≤14) days, and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
8.4 Our goodwill guarantee for consumers. Please note, our trading practices may incorporate and reflect such ‘goodwill guarantee’ as may be voluntarily offered by us to our UK customers (from time to time), which is more generous than your legal rights under the Consumer Contracts Regulations. Any ‘goodwill guarantees’ does NOT affect your legal rights in relation to faulty or misdescribed products (see paragraph 12.1).
8.5 When consumers do NOT have a right to change their minds. Your rights as a consumer to change your mind do not apply in respect of:
(a) products available to purchase in relation to which it has been legitimately expressly specified that the cancellation rights do not apply, or which for other reasons it is reasonably inappropriate for cancellation rights to apply;
(b) digital products, after you have started to download or stream these;
(c) services, once these have been completed, even if the cancellation period is still running.
8.6 How long do consumers have to change their minds? If you are a consumer, how long you have to change your mind, depends on what you have ordered, and how it is delivered.
(a) Have you bought any services? If so, you have fourteen (14) days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
(b) Have you bought any digital content for download or streaming? If so, you have fourteen (14) days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.
(c) Have you bought any goods? If so, you have fourteen (14) days after the day you (or someone you nominate) receives the goods, unless:
(i) Your goods are split into several deliveries over different days. In this case you have until fourteen (14) days after the day you (or someone you nominate) receive the last delivery.
(ii) Your goods are for regular delivery over a set period. In this case, you have until fourteen (14) days after the day you (or someone you nominate) receives the first delivery of the goods.
8.7 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault, and you are not a consumer who has a right to change their mind (see paragraph 8.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods or digital content is completed when the product is delivered, downloaded or streamed (and paid for). A contract for services is completed when we have finished providing the services (and you have paid for them). If you want to end a contract before it is completed (where we are not at fault, and you are not a consumer who has changed their mind), just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided, but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
9. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU ARE A CONSUMER WHO HAS CHANGED THEIR MIND)
9.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
(a) Email. Contact us via firstname.lastname@example.org. Please provide your name, home address, details of the order and, where available, your phone number and email address.
(b) Online. Complete the above referred to details within the contact form available at https://www.milk-education.co.uk/contact-us/
9.2 Returning products after ending the contract. If you end the contract for any reason after any products have been dispatched to you, you must return them to us. You must either -return the goods in person to where you bought them, post them back to us at our principal place of business address, or (if they are not suitable for posting) allow us to collect them from you. Please contact us via email at email@example.com, or via the contact form available at https://www.milk-education.co.uk/contact-us/ – for a return label or to arrange collection. If you are a consumer exercising your right to change your mind, you must return the goods to us within fourteen (≤14) days of telling us you wish to end the contract.
9.3 When we will pay the costs of return. We will pay the costs of return:
(a) if the products are faulty or misdescribed;
(b) if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control, or because you have a legal right to do so (as a result of something we have done wrong).
In all other circumstances (including, where you are a consumer exercising their right to change your mind) you must pay the costs of return.
9.4 What we charge for collection. If you are responsible for the costs of return, and we are collecting the product from you, we will charge you the direct cost to us of collection.
9.5 How we will refund you. If you are entitled to a refund under these terms, we will refund you the price you paid for the products (including delivery costs), by the method you used for payment. However, we may make deductions from the price, as described below.
9.6 When we may make a deduction from refunds – If you are a consumer exercising your right to change your mind):
(a) We may reduce your refund of the price (excluding delivery costs), to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods, and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer.
(c) Where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
9.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then:
(a) If the products are goods, and we have not offered to collect them, your refund will be made within fourteen (≤14) days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see paragraph 9.2.
(b) In all other cases, your refund will be made within fourteen (≤14) days of your telling us you have changed your mind
10. OUR RIGHTS TO END THE CONTRACT
10.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you, if:
(a) you do not make any payment to us (when it is due), and you still do not make payment within a reasonable period of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products;
(c) you do not, within a reasonable time, allow us to deliver the products to you or collect them from us; or
(d) you do not, within a reasonable time, allow us access to your premises to supply the services.
10.2 You must compensate us if you break the contract. If we end the contract in the situations set out in paragraph 10.1, we will refund any money you have paid in advance for products we have not provided, but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
10.3 We may withdraw the products. We may write to you to let you know that we are going to stop providing the products. We will aim to let you know (at least) a reasonable period in advance of our stopping the supply of the products, and we will refund any sums you have paid in advance for products which will not be provided.
11. IF THERE IS A PROBLEM WITH THE PRODUCT
11.1 How to tell us about problems. If you have any questions or complaints about any product, please contact us. You can email us at firstname.lastname@example.org.
12. YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS (IF YOU ARE A CONSUMER)
12.1 If you are a consumer, we are under a legal duty to supply products that are in conformity with our contract with you. See the text below for a summary of your key legal rights in relation to products. Nothing in these terms will affect your legal rights.
Summary of your key legal rights. This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information, please visit the Citizens Advice website: www.adviceguide.org.uk or call 03454 04 05 06.
If your products are goods, for example physical / tangible products, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your goods, your legal rights entitle you to the following:
- up to thirty (≤30) days: if your goods are faulty, then you can get an immediate refund.
- up to six (≤6) months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
- up to six (≤6) years: if your goods do not last a reasonable length of time, you may be entitled to some money back.
See also paragraph 8.3 (‘Exercising your right to change your mind (Consumer Contracts Regulations 2013)’).
If your products are digital content, for example: online courses, the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:
- if your digital content is faulty, you’re entitled to a repair or a replacement.
- if the fault can’t be fixed, or if it hasn’t been fixed (within a reasonable time and without significant inconvenience), you can get some or all of your money back.
- if you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation.
See also paragraph 8.3 (‘Exercising your right to change your mind (Consumer Contracts Regulations 2013)’).
If your products are services, for example: support contracts for equipment or courses provided in person, the Consumer Rights Act 2015 says:
- you can ask us to repeat or fix services if they’re not carried out with reasonable care and skill, or get some money back if we can’t fix them.
- if you haven’t agreed a price beforehand, what you’re asked to pay must be reasonable.
- if you haven’t agreed a time beforehand, they must be carried out within a reasonable time period.
See also paragraph 8.2 (‘Ending the contract because of something we have done or are going to do’).
12.2 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products, you must return them in person to where you bought them (if relevant), or post them back to us, or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please email us at email@example.com for a return label or to arrange collection.
13. YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS (IF YOU ARE A BUSINESS)
13.1 If you are a business customer, we warrant that on delivery, and for a period of twelve (12) months from the date of delivery (warranty period), any products which are goods shall:
(a) conform in all material respects with their description (and any relevant specification);
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by us.
13.2 Subject to paragraph 13.3, if:
(a) you give us notice in writing (within a reasonable time of discovery) that a product does not comply with the warranty set out in paragraph 13.1;
(b) we are given a reasonable opportunity of examining such product; and
(c) you return such product to us at our cost,
(d) we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
13.3 We will not be liable for a product’s failure to comply with the warranty in paragraph 13.1, if:
(a) you make any further use of such product (after giving a notice in accordance with paragraph 13.2(a));
(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product; or (if there are none) good trade practice;
(c) the defect arises as a result of us following any drawing, design or specification supplied by you to us;
(d) you alter or repair the product without our written consent; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
13.4 Except as provided in this paragraph 13, we shall have no liability to you in respect of a product’s failure to comply with the warranty set out in paragraph 13.1.
13.5 These terms shall apply to any repaired or replacement products supplied by us under paragraph 13.2.
14. PRICE AND PAYMENT
14.1 Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However, please see paragraph 14.3 for what happens if we discover an error in the price of any product you order.
14.2 We will pass on changes in the rate of VAT. If the rate of VAT changes (between your order date and the date we supply the product), we will adjust the rate of VAT that you pay, unless you have already paid for the product in full (before the change in the rate of VAT takes effect).
14.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we offer for sale may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable (and could reasonably have been recognised by you as a mispricing), we may end the contract, refund you any sums that you have paid, and require the return of any goods provided to you.
14.4 When you must pay and how you must pay. We accept payment with most credit and debit cards (as specified upon our websites from time to time). When you must pay depends on what products you are buying:
(a) For goods, you must pay for the products before we dispatch them. We will not charge your credit or debit card until we dispatch the products to you.
(b) For digital content, you must pay for the products before we make them available for you to download them.
(c) For services, you must make an advance payment of the specified proportion of the price of the services, before we start providing them. We will invoice you for the balance of the price of the services when we have completed them, or we will invoice you periodically for the services until the services are completed. You must pay each invoice promptly after the date of the invoice.
14.5 Our right of set-off if you are a business customer. If you are a business customer, you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
14.6 We can charge interest if you pay late. If you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate and in a manner akin to that specified in the Late Payment of Commercial Debts (Interest) Act 1998 from time to time (and notwithstanding that such legislation may not otherwise apply to such debts). This interest shall accrue on a daily basis from the due date (until the date of actual payment of the overdue amount), whether before or after judgement. You must pay us interest together with any overdue amount.
14.7 What to do if you think an invoice is wrong. If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved, we will charge you interest on correctly invoiced sums from the original due date.
15. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU (IF YOU ARE A CONSUMER)
15.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract, or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either (i) it is obvious that it will happen; or (ii) if, at the time the contract was made, both we and you knew it might happen; for example, if you discussed it with us during the sales process.
15.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; or for breach of your legal rights in relation to the products (as summarised at paragraph 12.1).
15.3 When we are liable for damage to your property. If we are providing any services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults, or damage to your property that we discover while providing the services.
15.4 When we are liable for damage caused by defective digital content. If defective digital content (which we have supplied) damages a device (or digital content) belonging to you, and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge, or for damage which was caused by you failing to correctly follow installation instructions, or to have in place the minimum system requirements advised by us.
15.5 We are not liable for business losses. If you are a consumer, we only supply the products for to you for domestic and private use. If you use the products for any commercial, business, or re-sale purpose, our liability to you will be limited as set out in paragraph 16.
16. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU (IF YOU ARE A BUSINESS CUSTOMER)
16.1. Nothing in these terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as may be applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979, or section 2 of the Supply of Goods and Services Act 1982;
(d) defective products under the Consumer Protection Act 1987; or
(e) any other matter in respect of which it would be unlawful for us to exclude or restrict liability.
16.2 Except to the extent expressly stated in paragraph 13.1, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979, and sections 3 to 5 of the Supply of Goods and Services Act 1982, are excluded.
16.3 Subject to paragraph 16.1:
(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
(b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid and payable by you (to us) for products supplied under contracts with us in the twelve (12) months ending with the date of the relevant contract.
17. HOW WE MAY USE YOUR PERSONAL INFORMATION
We will only use your personal information pursuant to the provisions set out in our Privacy Notice.
18. OTHER IMPORTANT TERMS
18.1 We may transfer our contracts with you to someone else. We may transfer our rights and obligations under our contracts with you (including these terms) to another organisation.
18.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights (or your obligations) under these your contracts with us (including these terms) to another person, if we agree to this in writing. We may not agree (at our absolute discretion). However, if you are a consumer you may transfer our guarantee (at paragraph 8.4) to a person who has acquired the product (or, where the product is services, any item or property in respect of which we have provided the services). We may require the person to whom the guarantee is transferred to provide reasonable evidence that they are now the owner of the relevant product (or item or property).
18.3 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in paragraph 18.2 in respect of our guarantee. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
18.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
18.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things, and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not discuss this with you (but we continue to provide the products), we can still require you to make the payment at a later date.
18.6 Which laws apply to this contract, and where you may bring legal proceedings (if you are a consumer). These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
18.7 Which laws apply to this contract, and where you may bring legal proceedings (if you are a business customer). If you are a business customer, any dispute or claim arising out of or in connection with a contract between us, or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.