Notch - Terms and conditions for purchases through our website

Terms and conditions for purchases through our website

This page (together with our Privacy Policy, EULA and and Maintenance & Support Policy) tells you information about us and the legal terms and conditions (Terms) on which we sell and license any of the products (Products) listed on our website store.notch.one (our site) to you.

These Terms will apply to any contract between us for the sale or license of Products to you (Contract). Please read these Terms carefully and make sure you understand them, before ordering any Products from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our site.
We amend these Terms from time to time as set out in clause 6 (“Our Right To Vary these Terms”). Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 13 October 2016.

INFORMATION ABOUT US
1. We operate the website store.notch.one. We are 10bit FX Limited, a company registered in England and Wales under company number 09727850 and with our registered office at 86-90 Paul Street, London, EC2A 4NE, UK (“10Bit”, “we”, “us” or “our”). Our VAT number is GB224995576.
2. You may contact us by telephoning our customer service team at 020 8050 2468 or by e-mailing us at info@notch.one. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 13.3 (“Communication Between Us”).
USE OF OUR SITE AND THE PRODUCTS
1. Your use of our site is governed by our Website Terms of Use. Please take the time to read these, as they include important terms which apply to you.
2. Your use of any software or digital content comprised in the Products is governed by our end user licence agreement (EULA) which is available at https://www.notch.one/legal/eula. Insofar as software or digital content is comprised in the Products, your purchase of the Products does not transfer any ownership of that software to you, and you are simply purchasing a licence to use the applicable software or digital content in accordance with the EULA for a period of one month from the date upon which you first use it, or such other period as is indicated during the check-out process on our site before you confirm your order.
3. Use of certain Products purchased through our site, may be subject to terms and conditions imposed by their manufacturer or supplier. This includes CodeMeter dongles, and you can find the applicable end user licence agreement here: https://www.wibu.com/uk/codemeter-eula.html.
HOW WE USE YOUR PERSONAL INFORMATION
1. We only use your personal information in accordance with our Privacy Policy. Please take the time to read our privacy policy, as it includes important terms which apply to you.
THESE TERMS
1. If you are a consumer and are purchasing our Products for purposes other than your business, trade or profession, please let us know, as we only permit purchases through our site for commercial purposes. You confirm that you have authority to bind any business on whose behalf you use our site to purchase Products.
2. These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
3. You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.
4. You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
1. Our shopping pages will guide you through the steps you need to take to place an order with us. 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.
2. Where you have incorrectly submitted an order, please contact us as per clause 13 (“Communications Between Us”).
3. After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 5.4.
4. We will confirm our acceptance to you by sending you an e-mail that confirms that the Products have been dispatched if we are supplying you with physical goods and/or with instructions of how to download the Products which you have purchased (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.
5. If we are unable to supply you with a Product for any reason we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as possible.
OUR RIGHT TO VARY THESE TERMS
1. We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.
2. Every time you order Products from us, the Terms in force at the time of your order will apply to the Contract between you and us.
3. We may revise these Terms as they apply to your order from time to time to reflect the following circumstances:
  - changes in relevant laws and regulatory requirements; and
  - updates or other improvements to the Products.
4. If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Products or just the Products you have yet to receive. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will arrange a full refund of the price you have paid, including any delivery charges.
DELIVERY
1. If your order includes physical products we will contact you with an estimated delivery date. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 12 (“Events Outside Our Control”) for our responsibilities when this happens.
2. Delivery of any physical products which are part of an order shall be completed when we deliver the Products to the address you gave us and risk in any such physical products will pass to you on delivery.
3. If no one is available at your address to take delivery and the Products cannot be posted through your letterbox, we may leave you a note informing you of how to rearrange delivery or collect the Products from a local depot.
4. If you do not collect the Products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the Contract in respect of those Products in which case we may deduct reasonable compensation from any monies refunded to you for the net costs we will incur as a result.
INTERNATIONAL DELIVERY
1. If you order Products from our site and require delivery to any international delivery destinations offered through our site, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
2. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
3. You must comply with all applicable laws and regulations of the country for which the Products are destined or in which they are used. We will not be liable or responsible if you break any such law.
PRICE OF PRODUCTS AND DELIVERY CHARGES
1. The prices of the Products will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However please see clause 9.5 for what happens if we discover an error in the price of Product(s) you have ordered.
2. Prices for our Products may change from time to time, but changes will not affect any order you have already placed.
3. The price of a Product excludes VAT (unless otherwise indicated) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
4. The price of a Product does not include any applicable delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
5. It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. If the Product’s correct price is higher than the price stated on our site, we will contact you 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. However, if we mistakenly 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 cancel supply of the Product and refund you any sums you have paid.
HOW TO PAY
1. You can pay for Products using certain debit or credit cards as indicated on our site, or by bank transfer. Please note that you are responsible for paying any bank transfer, currency exchange, or other payment charges.
2. Payment for Products and all applicable delivery charges is in advance. We will not dispatch any goods or permit you to download any software or digital content until we have received your payment in full.
3. Certain Products are available on a monthly or other subscription basis. Such Products and the relevant subscription period will be brought to your attention during the checkout process, and the following terms shall apply to that purchase:
  - (a) the price of each such Product shall be indicated during the checkout process, and shall comprise: (i) an initial licence and setup fee; (ii) a monthly licence fee; and (iii) an initial minimum period;
  - (b) by proceeding with the purchase of a subscription Product, you agree to pay us the applicable initial licence and setup fee at the time of your purchase, and thereafter the applicable monthly licence fee in advance of each subsequent calendar month throughout the applicable initial minimum period, and for each month thereafter unless or until either we or you provide the other not less than one month’s written notice that they do not wish the subscription to renew;
  - (c) at the time of your purchase, you shall supply us with valid, up-to-date and complete credit or debit card details or such other approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details; and
  - (d) you hereby authorise us to bill such credit or debit card or other payment method at the time of your purchase, and on or around the start of every subsequent calendar month in respect of which payment is due, for the subscription fees payable in respect of that Product for that month.
4. If we have not received payment on the due date, and without prejudice to any other rights and remedies we may have:
  - (a) we may, without liability to you, remotely disable your access to all or part of the Products to which that payment relates and we shall be under no obligation to provide such access, or any support or maintenance which we might otherwise be obliged to offer in connection with such Products, while the sums concerned remain unpaid; and
  - (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
5. Subscription Products referred to in clause 10.3 above require occasional access to the Internet in order to confirm renewal of your licence to use those Products (this means that the relevant device will need to connect to the Internet at least once for a reasonable period of time and without restrictions on the extent of Internet access within the period between our receiving your payment, and the beginning of the following month, which is typically a period of 5 days). By purchasing such Products, you acknowledge and agree that we shall not be liable for loss of functionality or access to the Products to the extent that it arises from your failure to ensure adequate connectivity.
6. We shall be entitled to increase the price of any of the Products referred to in clause 10.3 above at any time after the expiry of the initial minimum period referred to in clause 10.3(iii) upon 30 days’ notice to you.
OUR LIABILITY
1. We only supply the Products for internal use by your business, and you may not sublicense, resell or otherwise deal in the Product for any other purpose.
2. Nothing in these Terms limits or excludes our liability for:
  - (a) death or personal injury caused by our negligence;
  - (b) fraud or fraudulent misrepresentation; or
  - (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).
3. Subject to clause 11.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
  - (a) any loss of profits, sales, business, or revenue;
  - (b) loss or corruption of data, information or software;
  - (c) loss of business opportunity;
  - (d) loss of anticipated savings;
  - (e) loss of goodwill; or
  - (f) any indirect or consequential loss.
4. Subject to clause 11.2, our total liability to you in respect of all 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 paid by you and actually received by us in the 6 months immediately preceding the date upon which the cause of action arose.
5. Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
EVENTS OUTSIDE OUR CONTROL
1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 12.2.
2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
3. If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
  - (a) we will contact you as soon as reasonably possible to notify you; and
  - (b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our supply of Products to you, we will arrange a new supply date with you after the Event Outside Our Control is over.
4. You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.
COMMUNICATIONS BETWEEN US
1. In these Terms, when we refer to “in writing”, this will include e-mail.
2. Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
3. A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.
4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
5. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
OTHER IMPORTANT TERMS
1. We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
3. This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
4. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
6. A 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 the law of England and Wales.
7. We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).