Terms and conditions

NKD LEARNING (UK) LIMITED WEBSITE TERMS & CONDITIONS OF SALE

Our terms

These terms
1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are goods, services or digital content.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
1.3 Are you a business customer or a consumer? We only sell to businesses and not to consumers. You are a consumer if:
• You are an individual.
• You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
1.4 You will need to prove that the person acquiring products from us is a business, either by providing details of its VAT registration or other proof that the business exists. We reserve the right to refuse to supply you if we discover you are a consumer and not a business This, together with the content licence contained in schedule 1 is our entire agreement with you. These terms (including schedule 1) 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.
Information about us and how to contact us
2.1 Who we are. We are NKD Learning (UK) Ltd a company registered in England and Wales. Our company registration number is 08973432 and our registered office is at T C Group Level 1, Devonshire House, One Mayfair Place, London, United Kingdom, W1J 8AJ.
Our registered VAT number is 207221060.
How to contact us. You can contact us by email at hello@nkd.co.uk or support@nkd.co.uk
2.2 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.3 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
Our contract with you
3.1 Placing your order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the products specified in the order (Products) subject to these Terms.
3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
3.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but 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 3.4.
3.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it and send you a link to download the Product you have purchased, if relevant (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Products confirmed in the Order Confirmation.
3.5 If we cannot accept your order. If we are unable to accept your order for whatever reason, we will email you and refund your payment in full unless you have already downloaded the content .
3.6 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.7 We sell worldwide. Our website is for the promotion of our Products worldwide. However, we do not represent that Products available on or through our site are appropriate for use or available in other locations or licenced for or legal to use anywhere other than in the UK and it is your responsibility to ensure that you are legally permitted to download the Products in the country in which your business operates. We cannot accept any liability for your failure to do this or inability to download Products as a result of territorial restrictions.
Our products
4.1 Products/services/online content may vary slightly from their pictures. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the Products/services/online content described in them. They will not form part of the Contract nor have any contractual force
Your rights to make changes
If you wish to make a change to the Products you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Products, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
Our rights to make changes
6.1 Compliance with specification. Subject to our right to amend the specification (see clause 6.2) we will supply the Products to you in accordance with the specification for the Products appearing on our website at the date of your order in all material respects.
6.2 Changes to specification. We reserve the right to amend the specification of the Products if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Products.
6.3 Updates to digital content. We may update or require you to update digital content, provided that the digital content shall always materially match the description of it that we provided to you before you bought it.
Providing the Products
7.1 Delivery costs. The costs of delivery (if applicable) will be as displayed to you on our website.
7.2 When we will provide the products. During the order process we will let you know when we will provide the Products to you. If the Products are ongoing services or subscriptions, we will also tell you during the order process when and how you can end the contract.
(a) If the Products are goods. If the Products are goods we will deliver them to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order.
(b) If the Products are face to face facilitation services. We will agree a date with you for the provision of the services within 30 days of the placing of your order. For the avoidance of doubt this does not mean that face to face facilitation services will be delivered within 30 days of your order.
(c) If the Product is a one-off purchase of digital content. We will make the digital content available for download by you as soon as we accept your order.
(d) If the Products are ongoing services or a subscription to receive goods, facilitation services or digital content. We will supply the services, goods or digital content to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in clause 8 or we end the contract by written notice to you as described in clause 10.
7.3 We are not responsible for delays outside our control. If our supply of the Products 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 Products you have paid for but not received.
7.4 If you do not allow us access to provide services. If you do not allow us access to your property to perform the face to face facilitation services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and clause 10.2 will apply.
7.5 When you become responsible for the goods. A Product which is goods will be your responsibility from the time we deliver the product to the address you gave us.
7.6 When you own goods. You own a Product which is goods once we have received payment in full.
7.7 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the Products to you, for example, contact name, email address and telephone number, name of the business, business address, VAT registration details, scope of work, participant numbers, location, agreed upon date of delivery for face to face deliveries. If so, this will have been required on the checkout page when you come to pay for the Products. If you do not give us this information at checkout, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Products late or not supplying any part of them if this is caused by you not giving us the information we need when requested
7.8 Reasons we may suspend the supply of Products to you. We may have to suspend the supply of a Product to:
(a) deal with technical problems or make minor technical changes;
(b) update the Product to reflect changes in relevant laws and regulatory requirements;
(c) make changes to the Product as requested by you or notified by us to you (see clause 6).
7.9 Your rights if we suspend the supply of Products. We will contact you in advance to tell you we will be suspending supply of the Product, unless the problem is urgent or an emergency. If we have to suspend the Product for longer than 60 days in any 6 month period we will adjust the price so that you do not pay for Products while they are suspended. You may contact us to end the contract for a Product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 60 days and we will refund any sums you have paid in advance for the Product in respect of the period after you end the contract.
7.10 We may also suspend supply of the products if you do not pay. If you do not pay us for the Products when you are supposed to (see clause 13.4) and you still do not make payment within 15 days of us reminding you that payment is due, we may suspend supply of the Products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Products. We will not suspend the Products where you dispute the unpaid invoice (see clause 13.7). We will not charge you for the Products during the period for which they are suspended. As well as suspending the Products we can also charge you interest on your overdue payments (see clause 13.6).
Your rights to end the contract
8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract:
(a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the Product replaced or a service re-performed or to get some or all of your money back), see clause 13 ;
(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 8.2;
(c) In all other cases (if we are not at fault), see clause 8.3.
8.2 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 (d) below the contract will end immediately and we will refund you in full for any Products which have not been provided (or not been downloaded). The reasons are:
(a) we have told you about an upcoming change to the Product or these terms which you do not agree to (see clause 6);
(b) we have told you about an error in the price or description of the Product you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the Products may be significantly delayed because of events outside our control; or
(d) we have suspended supply of the Products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 60 days.
8.3 Ending the contract where we are not at fault . Even if we are not at fault , you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods or digital content is completed when the product is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for Products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the costs we will incur as a result of your ending the contract. In the case of annual subscriptions, you can end the contract by giving us not less than 30 days’ notice in writing before the end of the anniversary of your order being accepted. Failure to end the contract not less than 30 days before such anniversary will mean that the subscription will continue for another year.
How to end the contract with us
9.1 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) Email. Email us at support@nkd.co.uk. Please provide your name, business address, details of the order and order number and your phone number and email address stating that you wish to end the contract and the reasons you wish to end it.
(b) By post. Send us a letter by post to NKD Learning (UK) Ltd (attention: NKD Shop at Fora, 33 Broadwick St, London, SohoW1F 0DQ stating that you wish to end the contract and the reasons you wish to end it and providing your business address, details of the order and order number and your phone number and email address.
9.2 Returning products after ending the contract. If you end the contract for any reason after Products which are goods have been dispatched to you or you have received them, you must return them to us. You must either post them back to us at 33 Broadwick Street, London W1F 0DQ or (if they are not suitable for posting) allow us to collect them from you. Please email us at support@nkd.co.uk for a return label or to arrange collection.
9.3 When we will pay the costs of return. We will pay the costs of return:
(a) if the Products are faulty or misdescribed;
(b) if you are ending the contract because we have told you of an upcoming change to the Product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something material we have done wrong; or
In all other circumstances you must pay the costs of return.
9.4 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the Products including delivery costs (if applicable), by the method you used for payment. However, we may make appropriate deductions from the price.
9.5 When your refund will be made. We will make any refunds due to you as soon as possible.
Our rights to end the contract
10.1 We may end the contract if you break it. We may end the contract for a Product at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 15 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, business contact, scope of work, participant numbers, location, agreed upon date of delivery for face to face deliveries;
(c) you do not, within a reasonable time, allow us to deliver the Products to you;
(d) you do not, within a reasonable time, allow us access to your premises to supply the services;
(e) you commit a material breach of any term of the contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
(f) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(g) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(h) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the contract has been placed in jeopardy.
10.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
10.3 We may withdraw the Product. We may write to you to let you know that we are going to stop providing the Product. We will let you know at least 30 days in advance of our stopping the supply of the Product and will refund any sums you have paid in advance for Products which will not be provided.
If there is a problem with the Product
How to tell us about problems. If you have any questions or complaints about the Product, please contact us. You can write to us at support@nkd.co.uk
Warranties
12.1 We warrant to you that the Products will be provided using reasonable care and skill.
Price and payment
13.1 Where to find the price for the product. The price of the Product (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 Product advised to you is correct. However please see clause 13.3 for what happens if we discover an error in the price of the Product you order.
13.2 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 Product, we will adjust the rate of VAT that you pay, unless you have already paid for the Product in full before the change in the rate of VAT takes effect.
13.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the Product'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 Product'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 and require the return of any goods provided to you (if any).
13.4 When you must pay and how you must pay. We accept payment with Visa, Mastercard, American Express, Discover & Diners and China UnionPay. When you must pay depends on what Product you are buying:
(a) For goods, you must pay for the Products before we dispatch them. We will not charge your credit or debit card until we dispatch the Products to you.
(b) For digital content, you must pay for the Products before you download them.
(c) For services, we will invoice you for the price of the services either on a monthly basis in advance or annually if you have an annual subscription or, for one off services when we have completed them. You must pay each invoice within 30 calendar days after the date of the invoice.
13.5 Our right of set-off . You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
13.6 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Handelsbanken plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
13.7 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
13.8 If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 14.
Our responsibility for loss or damage suffered by you: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
14.1 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) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
14.2 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 to the extent that they can be.
14.3 Subject to clause 14.1:
(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 total sums paid by you for Products under such contract.
How we may use your personal information
How we will use your personal information. We will only use your personal information as set out in our Privacy Policy (https://shop.nkd.co.uk/privacy-policy/).
Other important terms
16.1 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 30 days of us telling you about it and we will refund you any payments you have made in advance for Products not provided.
16.2 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.
16.3 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.
16.4 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.
16.5 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. For example, if you miss a payment and we do not chase you but we continue to provide the Products, we can still require you to make the payment at a later date.
16.6 Which laws apply to this contract and where you may bring legal proceedings. Any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have non-exclusive jurisdiction to settle any such dispute or claim.

Schedule 1: Content Licence