TERMS AND CONDITIONS FOR SUPPLY OF DIGITAL CONTENT
1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we licence the Digital Content to you. By purchasing access to the Digital Content you agree to be bound by these terms and conditions.
1.2 Why you should read them. Please read these terms and conditions carefully before you submit your order to us. These terms tell you who we are, how we will provide the Digital Content to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
1.3 Age restriction. You must be over 18 to accept these terms and purchase a licence to access to the Digital Content.
‘Digital Content’ means the digital content which you may purchase a licence to access to via the Website, including any updates to such content provided by us.
‘Licensed Application’ means the Michel Thomas application which is available to download from various app stores.
‘Website’ means library.michelthomas.com
1.5 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
- You are an individual.
- You are buying Digital Content from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
1.6 If you are a business customer this is our entire agreement with you. 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 this agreement.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are John Murray Learning, a division of Hodder & Stoughton Limited a company registered in England and Wales. Our company registration number is 00651692 and our registered office is at Carmelite House, 50 Victoria Embankment, London, EC4Y 0DZ. Our registered VAT number is 205505305.
The Website, the Licensed Application and the Digital Content have been developed and are maintained using the Papertrell publishing platform by Trellisys.net Private Limited, company registration number U72200KA2001PTC029372, with a registered office at 572 2nd Block 3rd Main, R.T. Nagar, Karnataka, Bangalore, India.
2.2 How to contact us. You can contact us by telephoning our customer service team at +44 20 3122 6000
or by writing to us at email@example.com or Michel Thomas Method Support, John Murray Learning, Hodder & Stoughton Ltd, Carmelite House, 50 Victoria Embankment, London, EC4Y 0DZ.
2.3 How we may contact you. If we have to contact you we will do so by writing to you at the email address you provided to us in your order.
2.4 ”Writing” includes emails. When we use the words “writing” or “written” in these terms, this 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 you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the Digital Content. This might be because the Digital Content is unavailable, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the Digital Content or because of technical problems.
4. OUR RIGHTS TO MAKE CHANGES
4.1 Changes to the Digital Content. We may change the Digital Content, for example:
(a) to reflect changes in relevant laws and regulatory requirements; or
(b) to implement technical adjustments and improvements, for example to improve performance, enhance functionality or content, address security issues or address changes to an operating system.
We will notify you of any significant changes to the Digital Content and you may then contact us to end the contract before the changes take effect and receive a refund for any Digital Content paid for but not yet received.
4.2 Changes to these terms. In addition, we may need to make changes to these terms, for example:
- (a) to reflect changes in relevant laws and regulatory requirements; or
- (b) to reflect changes, updates or improvements to the Digital Content.
If we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any Digital Content paid for but not received.
4.3 Updates to Digital Content. We may update Digital Content.
5. PROVIDING THE DIGITAL CONTENT
5.1 We will make the Digital Content available for streaming by you as soon as we accept your order or, if you have pre-ordered the Digital Content, then we will make such content available for streaming on the date of release.
5.2 We are not responsible for delays outside our control. If our supply of the Digital Content is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will 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 Digital Content you have paid for but not received.
5.3 Licence of Digital Content. Digital Content is licensed not sold to you. Your licence is subject to acceptance of these terms and conditions including the End User Licence Agreement (‘EULA’) below.
5.4 EULA. We grant to you a non-transferable licence to stream the Digital Content on devices that you own via the Website or the Licensed Application. The terms of this EULA will govern your use of the Digital Content. You may not transfer, redistribute or sublicense the Digital Content and, if you sell your device to a third party, you must remove the Digital Content from the device before doing so. You may not copy, reverse-engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the Digital Content (except as and only to the extent that the foregoing restriction is prohibited by applicable law).
5.5 Intellectual Property. All intellectual property rights in the Digital Content throughout the world belong to us and the rights in the Digital Content are licensed (not sold) to you. You have no intellectual property rights in, or to the Digital Content other than the right to use it in accordance with these terms.
5.6 Reasons we may suspend the supply of Digital Content to you. We may have to suspend the supply of the Digital Content to you:
(a) to deal with technical problems or make technical changes;
(b) to update the Digital Content to reflect changes in relevant laws and regulatory requirements; or
- (c) to make changes to the Digital Content.
5.7 Your rights if we suspend the supply of Digital Content. We will contact you in advance to tell you we will be suspending supply of the Digital Content, unless the problem is urgent or an emergency.
6. YOUR RIGHTS TO END THE CONTRACT
6.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have licensed, 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 licensed is faulty or misdescribed you may have a legal right to end the contract (or to get the Digital Content replaced or to get some or all of your money back);
(b) If you want to end the contract because of something we have done or have told you we are going to do, see Clause 6.2; or
(c) If you are a consumer and have just changed your mind about the Digital Content, see Clause 6.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions.
6.2 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 at (a) to (e) below the contract will end immediately and we will refund you in full for any Digital Content which has 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 Digital Content or these terms which you do not agree to (see Clauses 4.1 and 4.2);
(b) we have told you about an error in the price or description of the Digital Content you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the Digital Content may be significantly delayed because of events outside our control;
(d) we have suspended supply of the Digital Content for technical reasons, or we notify you we are going to suspend them for technical reasons, in each case for a period of more than 30 days; or
(e) you have a legal right to end the contract because of something we have done wrong.
6.3 Exercising your right to change your mind. If you are a consumer, you have a legal right to change your mind within 14 days from the date we accept your order and receive a refund. This right does not apply to digital content after you have started to download or stream it if you have acknowledged that your cancellation right has been lost.
7. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU ARE A CONSUMER AND HAVE CHANGED YOUR MIND)
7.1 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) Phone or email. Call customer services on +44 20 3122 6000 or email us at firstname.lastname@example.org. Please provide your name, email address used for ordering, details of the order and, where available, your phone number and email address.
(b) By post. Print off the form and post it to us at the address on the form. Or simply write to us at that address, including the title of the Digital Content, when you ordered or received it and your name and email address.
7.2 How we will refund you. If you are entitled to a refund, we will refund you the price you paid for the Digital Content, by the method you used for payment.
7.3 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 your refund will be made within 14 days of your telling us you have changed your mind.
8. OUR RIGHTS TO END THE CONTRACT
8.1 We may end the contract if you break it. We may end this contract at any time by writing to you if you are in breach of it.
8.2 We may withdraw the Digital Content. We may write to you to let you know that we are going to stop providing the Digital Content. We will let you know at least 14 days in advance of our stopping the supply of the Digital Content and will refund any sums you have paid in advance for Digital Content which will not be provided.
9. IF THERE IS A PROBLEM WITH THE DIGITAL CONTENT
9.1 How to tell us about problems. If you have any questions or complaints about the Digital Content, please contact us. You can telephone our customer service team at +44 20 3122 6000 or write to us at email@example.com or Michel Thomas Method Support, John Murray Learning, Carmelite House, 50 Victoria Embankment, London, EC4Y 0DZ.
10. PRICE AND PAYMENT
10.1 Where to find the price for the Digital Content. The price of the Digital Content (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 Digital Content advised to you is correct. However please see Clause 10.3 for what happens if we discover an error in the price of the Digital Content you order.
10.2 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 Digital Content, we will adjust the rate of VAT that you pay, unless you have already paid for the Digital Content in full before the change in the rate of VAT takes effect.
10.3 What happens if we got the price wrong. It is possible that some of the Digital Content we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the Digital Content’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 Digital Content’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 you have paid.
10.4 When you must pay and how you must pay. We accept payment with Mastercard, Visa, Discover and American Express. You must pay for the Digital Content before you have access to it. We use a third party payment provider, Stripe, Inc. to process payments. Stripe, Inc. has subscribed to the EU-U.S. Privacy Shield Framework. Please visit https://stripe.com/gb/privacy for further information.
11. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER
11.1 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 it is obvious that it will happen or 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 order process.
11.2 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; for breach of your legal rights in relation to the Digital Content including the right to receive Digital Content which is: as described and match information we provided to you; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable skill and care; and for defective Digital Content.
11.3 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.
11.4 We are not liable for business losses. If you are a consumer, we only supply the digital for domestic and private use. If you use the Digital Content for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS
12.1 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 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; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
12.2 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.
12.3 Subject to Clause 12.1:
(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 greater of £100 and one hundred per cent (100%) of the total sums paid by you for Digital Content under such contract.
13. HOW WE MAY USE YOUR PERSONAL INFORMATION
14. OTHER IMPORTANT TERMS
14.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may contact us to end the contract within 14 days of us telling you about it and we will refund you any payments you have made in advance for Digital Content not provided.
14.2 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 terms to another person if we agree to this in writing.
14.3 Nobody else has any rights under this contract . This contract is between you and us. No other person shall have any rights to enforce any of its terms.
14.4 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.
14.5 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.
14.6 Which laws apply to this contract and where you may bring legal proceedings. Unless prohibited by applicable laws, these terms are governed by English law and you can bring legal proceedings in respect of the Digital Content in the English courts.
14.7 Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and you are not happy with how we have handled any complaint, the dispute may be submitted for online resolution to the European Commission Online Dispute Resolution platform.
Last updated: 10 September 2018