Terms and Conditions of Supply

Your attention is particularly drawn to the provisions of clause 14.

This page (together with our Privacy/GDPR Policy, Terms of Website Use tells you information about us and the legal terms and conditions (Terms) on which we sell any of the products (Products) listed on our website (our site) to you.

These Conditions will apply to any contract between us for the sale of Products to you (Contract). Please read these Conditions carefully and make sure that you understand them, before ordering any Products from our site.  Please note that by ordering any of our Products, you agree to be bound by these Conditions and the other documents expressly referred to in it.

Please click on the button marked “I Accept” at the end of these Conditions if you accept them. If you refuse to accept these Conditions, you will not be able to order any Products from our site.

You should print a copy of these Conditions or save them to your computer for future reference.

We amend these Conditions from time to time. Every time you wish to order Products, please check these Conditions to ensure you understand the terms which will apply at that time.

These Conditions, and any Contract between us, are only in the English language.

1. Information about us

1.1 We operate the website www.griffinlearninginstitute.com  We are Griffin QC Limited, a company registered in England and Wales under company number 04752587 and with our registered office at 82 Bear Hill, Alvechurch, Worcestershire B47 8ND.  Our VAT number is [VAT NUMBER].

1.2 To contact us, please see our Contact Us page

2.  Use of our site

Your use of our site is governed by our terms of website use. Please take the time to read these, as they include important terms which apply to you.

3.  How we use your personal information

We only use your personal information in accordance our Privacy/GDPR Policy. For details, please see our Privacy. Please take the time to read these, as they include important terms which apply to you.

4. If you are a consumer

This clause 4 only applies if you are a consumer.

4.1 If you are a consumer, you may only purchase Products from our site if you are at least 18 years old.

4.2 As a consumer, you have legal rights in relation to Products that are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.

5. If you are a business customer

This clause 5 only applies if you are a business.

5.1 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to purchase Products.

5.2  These Conditions and any document expressly referred to in them constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in these Conditions or any document expressly referred to in.

6. Interpretation

6.1 Definitions. In these Conditions, the following definitions apply:

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

Charges: the charges payable by you for the supply of the Products in accordance with clause 11.

Commencement Date: has the meaning set out in clause 7.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8.

Deliverables: the deliverables set out in the Order produced by us for you.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Order: your order for Products.

Products: the services, including the Deliverables and those services set out in clause 5.1, supplied by us to you as set out in the Specification.

Specification: the description or specification of the Products provided in writing by us to you.

7. Basis of contract

7.1 The Order constitutes an offer by you to purchase Products in accordance with these Conditions.

7.2 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.

7.3 The Order shall only be deemed to be accepted when we issue written acceptance of the Order (Order Confirmation) at which point and on which date the Contract shall come into existence (Commencement Date).

7.4  The Contract constitutes the entire agreement between us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract.

7.5 Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our website, catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.

7.6 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

7.7 Any quotation given by us shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

8.  Your consumer right of return and refund

This clause 8 only applies if you are a consumer.

8.1 If you are a consumer, you have a legal right to cancel a Contract under the Consumer Protection (Distance Selling) Regulations 2000) during the period set out below in clause 8.3. 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, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your local Citizens’ Advice Bureau or Trading Standards office.

8.2  However, this cancellation right does not apply in the case of:

(a) any products made to your specification or clearly personalised;

(b) newspapers, periodicals or magazines;

(c) perishable goods, such as food, drink or fresh flowers;

(d)  software, DVDs or CDs which have a security seal which you have opened or unsealed.

8.3 Your legal right to cancel a Contract starts from the Commencement Date, which is when the Contract between us is formed. If the Products have already been delivered to you, you have a period of 7 (seven) Business Days in which you may cancel, starting from the day after the day you receive the Products.

8.4 To cancel a Contract, please contact us in writing to tell us by sending an e-mail to support@123-media.co.uk or by sending a letter to Griffin QC Limited, 82 Bear Hill, Alvechurch, Worcestershire B47 8ND to tell us. 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.

8.5 You will receive a full refund of the price you paid for the Products and any applicable delivery charges you paid for. 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 8.4. If you returned the Products to us because they were faulty or mis-described, please see clause 8.6.

8.6 If you have returned the Products to us under this clause 8 because they are faulty or mis-described, we will refund the price of a defective Product in full, any applicable delivery charges, and any reasonable costs you incur in returning the item to us.

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

8.8 If the Products were delivered to you:

(a)  you must return the Products to us as soon as reasonably practicable;

(b)  you have a legal obligation to keep the Products in your possession and to take reasonable care of the Products while they are in your possession.

8.9  Details of your legal right to cancel and an explanation of how to exercise it are provided in the Order Confirmation.

8.10 As a consumer, you will always have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by the returns policy in this clause 8 or these Conditions. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

9. Supply of Products

9.1 We shall supply the Products to you in accordance with the Specification in all material respects.

9.2 We shall use all reasonable endeavours to meet any performance dates but any such dates shall be estimates only and time shall not be of the essence for delivering the Products.

9.3 We shall have the right to make any changes to the Products which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Products, and we shall notify you in any such event.

9.4 We warrant to you that the Products will be provided using reasonable care and skill.

10. Your obligations

10.1 You shall:

(a) ensure that the terms of the Order and any information you provide in the Specification are complete and accurate;

(b) co-operate with us in all matters relating to the Products;

(c) provide us with such information and materials as we may reasonably require in order to supply the Products, and ensure that such information is accurate in all material respects;

(d) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Products are to start;

10.2 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default):

(a) we shall without limiting our other rights or remedies have the right to suspend supply of the Products until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations to the extent the Customer Default prevents or delays our performance of any of our obligations;

(b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of its obligations as set out in this clause 10.2; and

(c)  you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.

11. Charges and payment

11.1 The Charges for the Products will be a quoted on our site from time to time. We take all reasonable care to ensure that the Charges are correct at the time when the relevant information was entered onto the system. However, if we discover an error in the Charges you ordered please see clause 11.4 for what happens in this event.

11.2 Prices for our Products may change from time to time, but changes will not affect any order which we have confirmed with an Order Confirmation.

11.3 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Products at the same time as payment is due for the supply of the Products.

11.4  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. We will normally check prices as part of our dispatch procedures so that:

(a) where the Product’s correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Products to you. However, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price; and

(b if the Product’s correct price is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Product 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.

11.5 We shall invoice you either on completion of the Products or in advance at our discretion.

11.6 You shall pay each invoice submitted by us:

(a)  within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by us, and

(c) time for payment shall be of the essence of the Contract.

11.7  Without limiting any other right or remedy us, if you fail to make any payment due to us under the Contract by the due date for payment (Due Date), we shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then current Lloyds TSB Bank Plc base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

11.8  You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by us to you.

12.  Intellectual property rights

12.1 All Intellectual Property Rights in or arising out of or in connection with the Products shall be owned by us.

12.2 You acknowledge that, in respect of any third party Intellectual Property Rights, your use of any such Intellectual Property Rights is conditional on us obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to you.

13.  Confidentiality

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 13 shall survive termination of the Contract.

14. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

14.1 Nothing in these Conditions shall limit or exclude our liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

14.2  Subject to clause 14.1:

(a) we shall under no circumstances whatever 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 the Contract; and

(b) our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products provided.

14.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

14.4 This clause 14 shall survive termination of the Contract.

15. Termination

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

(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c)  the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) the other party (being an individual) is the subject of a bankruptcy petition or order;

(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

(h)  a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause b to clause i (inclusive);

(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

15.2  Without limiting its other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment.

15.3 Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party 3 months’ written notice.

15.4  Without limiting its other rights or remedies, we shall have the right to suspend provision of the Products under the Contract or any other contract between you and us if you become subject to any of the events listed in clause b) to clause l, or we reasonably believes that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.

16. Consequences of termination

On termination of the Contract for any reason:

(a) you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

(b) you shall return any Deliverables which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(d)  clauses which expressly or by implication have effect after termination shall continue in full force and effect.

17. General

17.1 Force majeure:

(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of us including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of us or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

(b) We shall not be liable to you as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

(c)  If the Force Majeure Event prevents us from providing any of the Products for more than 4 weeks, we shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.

17.2  Assignment and subcontracting:

(a) we may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

(b) You shall not, without the prior written consent of us, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

17.3 Notices:

(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.

(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

(c This clause 17.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

17.4 Waiver:

(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

17.5  Severance:

(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

17.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

17.7  Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

17.8  Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by us.

17.9  Governing law and jurisdiction: This 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), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.