Terms of Sale

BACKGROUND:

These Terms of Sale set out the terms under which Paid Content, accessed via Subscriptions, is sold by Us to business customers through this website, pathfinderadvantage.net (“Our Site”).  Please read these Terms of Sale carefully and ensure that you understand them before purchasing a Subscription or Paid Content.  You will be required to read and accept these Terms of Sale when ordering a Subscription or Paid Content.  If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to purchase a Subscription and access Paid Content through Our Site.  These Terms of Sale, as well as any and all Contracts are in the English language only.

1.             Definitions and Interpretation

1.1          In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:

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

“Data Protection Legislation”
means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;

“Paid Content”
means the digital content sold by Us through Our Site;

“Subscription”
means a 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; and

“We/Us/Our”
means Pathfinder Advantage Ltd [, a company registered in England, whose registered address is 20-22 Wenlock Road, London, N1 7GU.

2.             Information About Us

2.1          Our Site, pathfinderadvantage.net, is owned and operated by Pathfinder Advantage Ltd, a limited company registered in England, whose registered address is 20-22 Wenlock Road, London, N1 7GU.

 

3.             Access to and Use of Our Site

3.1          Access to Our Site is free of charge.

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.

3.4          Use of Our Site is subject to Our Website Terms of Use https://pathfinderadvantage.net/terms-and-conditions/.  Please ensure that you have read them carefully and that you understand them.

 

4.             Business Customers

4.1          These Terms of Sale constitute the entire agreement between Us and you with respect to your purchase of Subscriptions and Paid Content from Us.  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 of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

 

5.             Subscriptions, Paid Content, Pricing and Availability

5.1          We may from time to time change Our prices.  Changes in price will not affect any Subscription that you have already purchased but will apply to any subsequent renewal or new Subscription.  We will inform you of any change in price at least 30 days before the change is due to take effect.  If you do not agree to such a change, you may cancel the Contract as described in sub-Clause 11.1.

5.2          Minor 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.  These changes will not alter the main characteristics of the Paid Content and should not normally affect your use of that Paid Content.  However, if any change is made that would affect your use of the Paid Content, suitable information will be provided to you.

5.3          In some cases, as described in the relevant content descriptions, We may also make more significant changes to the Paid Content.  If We do so, We will inform you at least 7 days before the changes are due to take effect.  If you do not agree to the changes, you may cancel the Contract as described in sub-Clause 11.1.

5.4          Where any updates are made to Paid Content, that Paid Content will continue to match Our description of it as provided to you before you purchased your Subscription to access the Paid Content.  Please note that this does not prevent Us from enhancing the Paid Content, thereby going beyond the original description.

5.5          We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. Changes in price will not affect any order that you have already placed.

5.6          All prices are checked by Us before We accept your order.  In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake.  If the correct price is lower than that shown when you made your order, We will simply charge you the lower amount and continue processing your order.  If the correct price is higher, We will give you the option to purchase the Subscription at the correct price or to cancel your order (or the affected part of it).  We will not proceed with processing your order in this case until you respond.  If We do not receive a response from you within 7 days, We will treat your order as cancelled and notify you of this in writing.

5.7          If We discover an error in the price or description of your Subscription after your order is processed, We will inform you immediately and make all reasonable efforts to correct the error.  You may, however, have the right to cancel the Contract if this happens.  If We inform you of such an error and you do wish to cancel the Contract, please refer to sub-Clause 11.4.

5.8          If the price of a Subscription that you have ordered changes between your order being placed and Us processing that order and taking payment, you will be charged the price shown on Our Site at the time of placing your order.  Subsequent Subscriptions [and renewals] will be charged at the new price.

 

6.             Orders – How Contracts Are Formed

6.1          Our Site will guide you through the process of purchasing a Subscription to access Paid Content.  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          No part of Our Site constitutes a contractual offer capable of acceptance.  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 Order Number and 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 including, where appropriate, taxes, and other additional charges;

6.4.4      Where appropriate, the duration of your Subscription (including the start date, and the expiry and/or renewal date).

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.

 

7.             Payment

7.1          Payment for Subscriptions must always be made in advance.  Your chosen payment method will be charged when We process your order and send you a Subscription Confirmation.

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          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 8.3.  If you do not make payment within 5 business days of Our reminder, We may cancel the Contract.  Any outstanding sums due to Us will remain due and payable.

7.4          If you believe that We have charged you an incorrect amount, please contact Us at support @pathfinderadvantage.net as soon as reasonably possible to let Us know.  You will not be charged for Paid Content while availability is suspended.

 

8.             Provision of Paid Content

8.1          Paid Content appropriate to your Subscription 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 any 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, as described above in sub-Clause 5.2;

8.2.2      To update the Paid Content to comply with relevant changes in the law or other regulatory requirements, as described above in sub-Clause 5.2; or

8.2.3      To make more significant changes to the Paid Content, as described above in sub-Clause 5.3.

8.3          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 5 business 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.

 

9.             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 and use the relevant Paid Content for personal, non-commercial purposes only.  The licence granted to you does not give you any 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 restrictions and/or permissions:

9.2.1      You may not copy, rent, sell, publish, republish, reprint, 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’).

 

10.          Refunds and Ending Your Subscription

10.1       You may cancel your Subscription at any time, however We cannot offer any refunds and, where applicable, you will continue to have access to the Paid Content for the remainder of your current Subscription (up until the renewal or expiry date, as applicable), 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 in any way you wish, however for your convenience We offer a cancellation form on Our Site https://pathfinderadvantage.net/contact-us/.  Cancellation by email is effective from the date on which you send Us your message. In each case, providing Us with your name, email address, Order Number and Subscription ID.

10.3       Unless otherwise provided by law, all purchases from Our Site of Subscriptions and Paid Content are non-refundable, sales are final, and no refunds will be issued.

 

11.          Our Liability

11.1       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.

 

12.          Events Outside of Our Control (Force Majeure)

12.1       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), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

 

13.          Contact Details

13.1       If you wish to contact Us with general questions, you may contact Us by completing and submitting the form on this page: https://pathfinderadvantage.net/contact-us/

13.2       For matters relating the Paid Content or your Subscription, please contact Us by completing and submitting the form on this page: https://pathfinderadvantage.net/contact-us/.

 

14.          How We Use Your Personal Information (Data Protection)

14.1       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.

14.2       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 https://pathfinderadvantage.net/privacy-policy/ and Cookie Policy https://pathfinderadvantage.net/cookie-policy/.

 

15.          Other Important Terms

15.1       We may transfer (assign) Our obligations and rights under these Terms of Sale (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 of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.

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

15.3       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 of Sale.

15.4       If any of the provisions of these Terms of Sale 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 of Sale.  The remainder of these Terms of Sale shall be valid and enforceable.

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

15.6       We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements.  If We change these Terms of Sale as they relate to your Subscription, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them (also see sub-Clause 10.1 above).

 

16.          Law and Jurisdiction

16.1       These Terms of Sale, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

16.2       Any disputes concerning these Terms of Sale, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.