These Terms and Conditions set out the terms under which Paid Content, accessed via Subscriptions, is sold by Us to business customers through this website (“Our Site”).  Please read these Terms and Conditions carefully and ensure that you understand them before purchasing a Subscription.  You will be required to confirm that you have read and accept these Terms and Conditions when ordering a Subscription.  If you do not agree to be bound by these Terms and Conditions, you will not be able to purchase a Subscription and access Paid Content through Our Site.

 

  1. Definitions and Interpretation

1.1       In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Contract” means a contract for the purchase by you from Us of a Subscription to access Paid Content, as explained in Clause 6;

“Data Protection Legislation”  means all legislation in force in the UK from time to time relating to data protection and privacy including, but not limited to, the Data Protection Act 2018, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and any other directly applicable EU regulation relating to data protection and privacy (for as long as, and to the extent that, EU law has legal effect in the UK) and any successor legislation relating to data protection and privacy;

“Paid Content” means the digital content available through Our Site once a Subscription has been purchased;

“Subscription”  means the automatically renewed subscription to Our Site providing access to Paid Content;

“Subscription Confirmation”   means Our acceptance and confirmation of your purchase of a Subscription;

“Subscription ID” means the reference number for your Subscription;

 

  1. Information About Us

2.1       Our Site  is owned and operated by Trinity U LTD, a limited company registered in England

 

  1. Access to and Use of Our Site

3.1       Access to Our Site is free of charge once a Subscription has been purchased and for as long as such Subscription remains valid.

3.2       It is your responsibility to make any and all arrangements necessary in order to access Our Site.

3.3       Access to Our Site is provided “as is” and on an “as available” basis.  We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice.  We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

 

  1. Business Customers only

4.1       These Terms and Conditions apply to business customers only.  We only provide business-to-business assistance and support. These Terms and Conditions do not apply to consumers as defined under consumer protection legislation. 

4.2       These Terms and Conditions constitute the entire agreement between Us and you regarding your purchase from Us of a Subscription and hence access to Paid Content from Our Site. 

4.3       You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms and Conditions and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

 

  1. Subscriptions, Paid Content, Pricing and Availability

5.1       We reserve the right to change Our Subscription fee pricing from time to time.  Changes in price will not affect any Subscription that you have already purchased, and therefore which subsists at the time of any change in price, but such changes will apply to any subsequent automatic renewal or new Subscription purchased.  We will inform you of any change in price at least one calendar month before the change is due to take effect.  If you do not agree to such a change, you may cancel your automatic renewal of the Contract.

5.2       Changes may, from time to time, be made to certain Paid Content, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues.  Where any updates are made to Paid Content, that Paid Content will continue to at least match Our description of it as provided to you before you purchased your Subscription to access the Paid Content. 

5.3       Subscription fees attract VAT at the prevailing rate and a VAT invoice will be issued by Us upon purchase or automatic renewal of a Subscription . 

 

  1. Contract

6.1       Our Site will guide you through the process of purchasing a Subscription.  Before completing your purchase, you will be given the opportunity to review your order and amend it.  Please ensure that you have checked your order carefully before submitting it.

6.2       If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible.  If We are unable to process your order due to incorrect or incomplete information, we will contact you to ask to correct it.  If you do not give Us the accurate or complete information within a reasonable time of Our request, we will cancel your order and treat the Contract as being at an end.  We will not be responsible for any delay in the availability of Paid Content that results from you providing incorrect or incomplete information.

6.3       Your order to purchase a Subscription constitutes a contractual offer that We may, at Our sole discretion, accept.  Our acknowledgement of receipt of your order does not mean that We have accepted it. Our acceptance is indicated by Us sending you a Subscription Confirmation by email.  Only once We have sent you a Subscription Confirmation will there be a legally binding Contract between Us and you.

6.4       Subscription Confirmations shall contain the following information:

6.4.1    Your Subscription ID;

6.4.2    Confirmation of the Subscription ordered including full details of the main characteristics of the Subscription and Paid Content available as part of it;

6.4.3    Fully itemised pricing for your Subscription showing the VAT;

6.4.4    The start date and the automatic renewal date of your Subscription.

6.5       In the unlikely event that We do not accept or cannot fulfil your order for any reason, we will explain why in writing.  No payment will be taken under normal circumstances.  If We have taken payment any such sums will be refunded to you.

6.6       Any refunds due under this Clause 6 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.

6.7       Refunds under this Clause 6 will be made using the same payment method that you used when purchasing your Subscription.

 

  1. Payment

7.1       Payment for Subscriptions (including automatic renewals) must always be made in advance.  Your chosen payment method will be charged when We process your order and send you a Subscription Confirmation and purchase and on each automatic renewal date.

7.2       Payments due must be made in full, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

7.3       We accept the following methods of payment on Our Site:

7.3.1    PayPal;

7.3.2    Debit Card;

7.4       If you do not make any payment due to Us on time, we will suspend your access to the Paid Content.  For more information, please refer to sub-Clause 8.4.  If you do not make payment within 30 days of Our reminder, we may cancel the Contract.  Any outstanding sums due to Us will remain due and payable.

 

  1. Provision of Paid Content

8.1       Paid Content will be available to you immediately when We send you a Subscription Confirmation and will continue to be available for the duration of your Subscription (including following any automatic renewals), or until the Contract is otherwise ended.

8.2       In some limited circumstances, we may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:

8.2.1    To fix technical problems or to make necessary minor technical changes;

8.2.2    To update the Paid Content to comply with relevant changes in the law or other regulatory requirements; or

8.2.3    To make more significant changes to the Paid Content.

8.3       If We need to suspend availability of the Paid Content for any of the reasons set out in sub-Clause 8.2, We will inform you in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons, in which case We will inform you as soon as reasonably possible after suspension).  You will not be charged while availability is suspended and your Subscription will be extended by a period equivalent to the length of the suspension.

8.4       We may suspend provision of the Paid Content if We do not receive payment on time from you.  We will inform you of the non-payment on the due date, however if you do not make payment within 14 days of Our notice, We may suspend provision of the Paid Content until We have received all outstanding sums due from you.  If We do suspend provision of the Paid Content, we will inform you of the suspension. 

 

  1. Licence

9.1       When you purchase a Subscription to access Paid Content, we will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access the relevant Paid Content.  The licence granted to you does not give you any proprietary rights in Our Paid Content (including any material that We may licence from third parties).

9.2       The licence granted to you under sub-Clause 9.1 is subject to the following usage restriction in that you may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’).

 

  1. Ending Your Subscription

10.1     You may cancel your Subscription at any time, however We cannot offer any refunds and you will continue to have access to the Paid Content for the remainder of your current Subscription up until the automatic renewal date, whereupon the Contract will end.

10.2     If you wish to exercise your right to cancel under this Clause 10, you may inform Us of your cancellation by email or post. Our contact details are as follows:

10.2.1  Email: cancel@trinityu.co.uk;

 

In each case, providing Us with your name, address, email address, telephone number, and Subscription ID.

 

  1. Ending the Contract Because of Something We Have Done (or Will Do)

11.1     If We have suspended availability of the Paid Content for more than 3 months  because of events outside of Our control you may end the Contract immediately. If you end the Contract for this reason, we will issue you with a pro-rata refund.

11.2     If you wish to exercise your right to cancel under this Clause 11, you may inform Us of your cancellation in accordance with clause 10.2.

 

  1. Our Liability

12.1     We offer generalised business advice and support by way of a range of materials available within our Paid Content. Any prudent businessperson wishing to apply any of the said Paid Content to their own business circumstances should always seek all available professional assistance from their own advisors. Therefore, subject to sub-clause 12.3, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us or any use/misuse by you of, or your reliance upon,our Paid Content.

12.2     Subject to sub-Clause 12.3, Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be the total sum paid by you under the contract in question.

12.3     Nothing in these Terms and Conditions seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.

 

  1. Force Majeure

13.1     We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), pandemic (local or national), epidemic, biological incident or other natural disaster, or any other event that is beyond Our reasonable control.

13.2     If any event described under this Clause 13 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:

13.2.1  We will inform you as soon as is reasonably possible;

13.2.2  We will take all reasonable steps to minimise the delay;

13.2.3  To the extent that We cannot minimise the delay, our affected obligations under these Terms and Conditions (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;

13.2.4  We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Paid Content as necessary;

 

  1. Complaints

14.1     We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, we nevertheless want to hear from you if you have any cause for complaint.

14.2     All complaints are handled in accordance with Our complaints handling policy and procedure, available upon request.

 

  1. How We Use Your Personal Information

15.1     All personal data that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.

15.2     For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy, a copy of which is available upon request.

 

  1. Other Important Terms

16.1     We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business).  If this occurs, you will be informed by Us in writing.  Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.

16.2     You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission. 

16.3     The Contract is between you and Us.  It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.

16.4     If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions, the remainder of which shall continue to be valid and enforceable.

16.5     No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.

 

  1. Law and Jurisdiction

17.1     These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed at all times in accordance with, English law.

17.2     Any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject at all times to the exclusive jurisdiction of the Manchester Civil Justice Centre, part of the courts of England and Wales.