1.1 “Buyer” means the individual or organisation who buys or agrees to buy the Services from the Supplier.
1.2 “Consumer” shall have the meaning ascribed in section 2 of the Consumer Rights Act 2015.
1.3 “Contract” means the contract between the Supplier and the Buyer for the provision of Services incorporating these Terms and Conditions.
1.4 “Services” means the services that the Buyer agrees to buy from the Supplier.
1.5 “Supplier” means Cada Global Limited of (Registered Address) Chestney House, 149 Market Street, St Andrews, Fife, KY16 9PF, UK.
1.6 “Terms and Conditions” means the terms and conditions for the provision of Services set out in this agreement and any special terms and conditions agreed in writing by the Supplier.
1.7 “Website” means cadaglobal.com.
2.1 Nothing in these Service Terms shall affect the Buyer’s statutory rights as a Consumer.
2.2 These Service Terms shall apply to all contracts for the provision of Services by the Supplier to the Buyer and shall prevail over any other documentation or communication from the Buyer.
2.3 Any variation to these Service Terms (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Supplier.
2.4 Any complaints should be addressed to the Supplier’s addresses stated in clause 1.5.
2.5 Any special conditions applying to the provision of the Services are set out in Schedule 1 to this agreement.
3.1 All orders for Services shall be deemed to be an offer by the Buyer to purchase Services pursuant to these Service Terms and are subject to acceptance by the Supplier. The Supplier may choose not to accept an order for any reason.
3.2 When making an order through the Website, the technical steps the Buyer needs to take to complete the order process are described in the check out process.
4 PRICE AND PAYMENT
4.1 The price of the Services shall be stipulated in the proposal.
4.2 The total purchase price, including VAT and other charges, if any, will be displayed to the Buyers prior to confirming the order.
4.3 After the order is received the Supplier shall confirm the details, description and price for the Services. If the Buyer is a Consumer, there is a right to cancel in accordance with clause 8.
4.4 Payment of the price plus VAT must be made as set out in the proposal. Payment must be made without deduction or set-off.
4.5 Where applicable, if any payment is not paid on time or any payment is rejected or refused, the amount owing will be treated as overdue and the Supplier will be entitled immediately to cease or suspend the provision of the relevant Service until payment has been received.
4.6 Where applicable, the Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England from time to time in force.
5.1 The Supplier shall begin to perform the Services on Contract start but in any event, within 30 days after the Contract is entered into. The Supplier is under a legal obligation to supply the Services in conformity with the Contract.
5.2 The Supplier shall perform the Services with reasonable skill and care and to a reasonable standard. However, where applicable, the Supplier does not guarantee that the Services will be uninterrupted or error-free. The Supplier may have to suspend the Services for repair, maintenance or improvement. If so, the Supplier will restore them as quickly as is reasonably possible.
5.3 The Services are subject to an initial contract period and shall continue thereafter until terminated in accordance with clauses 5.4 and 5.5.
5.4 Subject to clause 5.3, the Buyer may terminate this agreement (as regards some or all of the Services) at any time for any reason, and any payment due remains payable and, if already paid, will not be refunded.
5.5 The Supplier may terminate this agreement (as regards some or all of the Services) or suspend some or all of the Services immediately on written notice if the Buyer breaches any term of this agreement, and any payment due remains payable and, if already paid, will be non-refundable.
6 RIGHTS OF SUPPLIER
6.1 The Supplier reserves the right to periodically update any prices on the Website, which cannot be guaranteed for any period of time. The Supplier shall make every effort to ensure prices are correct at the point at which the Buyer places an order.
6.2 The Supplier reserves the right to withdraw the Services from the Website at any time.
6.3 The Supplier shall not be liable to anyone for withdrawing the Services from the Website or for refusing to process an order.
6.4 Unless explicitly told otherwise in writing, the Supplier has the right to display clients logos on its website as a way to inform other organisations of the types of organisations who have already benefited from using the software and/or services and as a way to illustrate our position in the market.
7 AGE OF CONSENT
7.1 Where the Services may only be purchased by persons of a certain age the Buyer will be asked when placing an order to declare, by agreeing to the Service Terms, that they are of the appropriate age, 16 or over, to purchase the Services.
7.2 If the Supplier discovers that the Buyer is not legally entitled to order certain Services, the Supplier shall be entitled to cancel the order immediately, without notice.
The Buyer, if a Consumer, has the right to cancel the contract within 15 days without giving any reason in accordance with The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
9 REMEDY FOR BREACH
The Supplier shall perform the Services with reasonable skill and care and to a reasonable standard. If the Services are found to be defective then the Supplier shall either repair, re-perform or replace the Services or refund any monies paid for the defective Services when notified by the Buyer of the defect within a reasonable time.
10 LIMITATION OF LIABILITY
10.1 The Supplier shall not be responsible for:
10.1.1 losses that were not caused by any breach on the part of the Supplier; or
10.1.2 any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure); or
10.1.3 any indirect or consequential losses that were not foreseeable to both the Buyer and the Supplier.
10.2 The Supplier shall not be held responsible for any delay or failure to comply with its obligations under these Service Terms if the delay or failure arises from any cause which is beyond its reasonable control. This condition does not affect the Buyer’s legal right to have Services provided within a reasonable time or to receive a refund if Services ordered cannot be supplied within a reasonable time owing to a cause beyond the Supplier’s reasonable control.
10.3 Nothing in these Service Terms limits or excludes the Supplier’s responsibility for fraudulent representations made by it or for death or personal injury caused by the Supplier’s negligence or willful misconduct.
No waiver by the Supplier (whether express or implied) in enforcing any of its rights under this agreement shall prejudice its rights to do so in the future.
12 FORCE MAJEURE
The Supplier shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire or failure of any communications, telecommunications or computer system, and the Supplier shall be entitled to a reasonable extension of its obligations.
If any term or provision of these Service Terms is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Service Terms had been agreed with the invalid illegal or unenforceable provision eliminated.
14 CHANGES TO TERMS AND CONDITIONS
14.1 The Supplier shall be entitled to alter these Service Terms at any time but this right shall not affect the existing Service Terms accepted by the Buyer upon making a purchase.
14.2 Any renewal of the Services will be subject to the Supplier’s then-current Service Terms.
15 GOVERNING LAW AND JURISDICTION
These Service Terms shall be governed by and construed in accordance with the law of Scotland and the parties hereby submit to the exclusive jurisdiction of the Scottish courts.
No special conditions.