THE PRODUCTS AND SERVICES THAT ARE SUPPLIED SUBJECT TO THESE CONDITIONS ARE PROPRIETARY TO SKILL BOOSTERS. ALL UNAUTHORISED COPYING AND USE IS STRICTLY PROHIBITED.

If you do not agree with these conditions please do not place an order for the supply of products or services with Skill Boosters.

1 Interpretation

Skill Boosters is the learning resource division of BDP Media Limited. All orders for the supply including purchase hire or preview or otherwise (“supply and Supplier” shall be construed accordingly) of the Company’s training resources placed by an individual or organisation (“the Customer”) and accepted and supplied by BDP Media Limited a company registered under the laws of England and Wales whose registered office is at Unit 12, The Leathermarket, Weston Street, London SE1 3ER (“BDP”); are subject to and made upon these terms and conditions of sale (“the conditions”) These conditions apply to the exclusion of all other terms and conditions (including any the customer purports to apply).

In these conditions the following expressions have the following meanings.

“Confidential Information” means all information relating to or received from (whether before or after the date of this Agreement) BDP and/or the Products communicated or received in any way whatsoever including (but not limited to) orally, in writing, electronically or obtained through observation;

“Intellectual Property Rights” means patents, Trade Marks, registered designs, copyright, design rights (including those existing in semiconductor topographies, computer software and spread sheets), know-how, and confidential information or any applications for any of the above, and any similar rights existing anywhere in the world, whether existing at the date of this Agreement or created thereafter;

“Product” means the product specified in schedule 1 (including any modifications, changes or improvements made to the products from time to time by BDP), together with any user manuals, brochures and other literature supplied by BDP relating to the product;

“Trade Marks” means trade marks, service marks, trade and business names (including, but not limited to, internet domain names), logotypes and designs whether registered or unregistered and includes those being designed or considered for use from time to time.

Words importing the singular shall include the plural and vice versa, words importing a gender include every gender and references to persons include bodies corporate and unincorporated.

References to clauses and schedules are to clauses and schedules of this Agreement and the headings to clauses and schedules are for convenience only and do not affect their interpretation.

2 Quotations and Acceptance

2.1 All Products and Services are subject to availability and the Company shall be entitled to refuse to Supply an order placed by the Customer.

2.2 To order Products and Services the Customer will need to contact the Company's sales representative LG Development Works (LG) either: a) by telephone; or b) using the ordering procedures specified on the Representatives website www.lglearning.co.uk , www.lglearning.com ("the Sites"); or c) by a written method such as post or e-mail or otherwise ("in Writing"). By making an order the Customer warrants that they are acting only in the course of their business.

2.3 No contract between the Company and the Customer for the Supply of Products and Services ("the Contract") shall arise until the Company accepts the order either, by written acknowledgement, or upon the Company commencing processing the Customer's order, whichever is the earlier.

2.4 The Company makes no representation whatsoever as to the suitability of the Products or Services for the Customer's purpose.

2.5 The Customer cannot cancel an accepted order except following the Company's written agreement which may be on terms that indemnify the Company against all its loss (including loss of profit), costs, damages and expenses (if any) incurred by the Company as a result of cancellation.

3 Prices

3.1 The cost of the Products and Services shall be the higher of the price displayed on the Sites or quoted whether in e-mails, publicity materials or otherwise and where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company's published price list at the date of the Contract. The Company may change the price of the Products and Services before the Contract is formed. If the Customer orders the Products and Services via the Sites or in Writing the Company reserves the right, as part of the acceptance procedure, to validate the price and inform the Customer that the price is higher than that stated in the order.

3.2 The price is exclusive of any applicable value added tax ("VAT") or other taxes or duties payable by the Customer and VAT shall be charged, where appropriate, at the rate prevailing at the relevant tax point. LG Development Works VAT registration number is GB 857 2798 69.
3.3 The price excludes the cost of delivery, which may be subject to an additional charge to the Customer.

4 Restrictions on Use of the Product

4.1 LG Development Works is only entitled to sell and sub-licence the Product to companies, partnerships and other legal entities (but not to private domestic users) for their own internal use for corporate training and in particular (but not limited to) not permit the use of the Product in any form of commercial public performance, broadcast or other form of transmission, loan or hire.

4.2 The Customer shall only deal with the Product as expressly permitted in this Agreement and shall not (and shall not permit other to) at any time (except to the extent that such actions cannot be limited by law) copy or otherwise reproduce, alter, modify, disassemble, decompile or otherwise reverse engineer in any way whatsoever the whole or any part of the Product.

5. Orders and Delivery

5.1 LG Development Works shall place written orders with BDP for those Products which it wishes to purchase in order to meet customer requirements. As soon as reasonably practical after receiving an order BDP shall advise the LG Development Works of the availability of and estimated delivery date for such order. As soon thereafter LG Development Works will communicate these details to the customer.

5.2 Standard delivery of the Products shall be by first class postage. LG Development Work may deliver the Products in one or more consignments.

5.3 In no circumstances shall BDP or LG Development Works be liable to compensate the Customer in damages or otherwise for non-delivery or late delivery of Products or for any loss (consequential or otherwise) arising in relation to such non or late delivery.

5.4 LG Development Works shall not be liable for any loss of any kind arising from any damage to the Products occurring after risk has passed to the Customer, whether caused by LG Development Work’s negligence or otherwise.

5.5 The Customer shall examine the Products upon delivery. Any damage or faults with the Products caused prior to delivery must be notified to LG Development Works within five days of delivery. In these circumstances LG Development Works shall replace the Products provided that the damaged Product is returned to LG Development Works.

6. Payment

Payment in respect of each order shall be due and payable within five Working Days of receipt of LG’s invoice unless LG has agreed an extension in writing with the Client. Interest will be charged on the outstanding balance at a monthly rate of 10% from the date payment is due until receipt by LG of payment in full.
6.1 LG reserves the right to withhold delivery of the Products in the event that full payment has not been received. Delivery of any Products prior to payment shall not relieve the customer of liability to pay any outstanding sums.

6.2 Property in the Products (with the exception of the Intellectual Property Rights which shall remain with BDP) shall pass to the customer upon payment in full for the Products.

7 Return of Training Materials

7.1 Where the Products and Services are Supplied for:
7.1.1 preview and the Customer decides not to purchase them the Customer shall return the Products to the Company within 3 days of receipt for video’s and 14 days for CD’s, at the Customer's cost, by post; or
7.1.2 purchase and then returned pursuant to the Company's money back guarantee the Customer shall return the Products to the Company within ten days of receipt, at the Customer's cost, by traceable means such as registered post or by reputable courier.
7.1.3 Without limiting any other legal recourse, where the Products are damaged or the copy prevention mechanism, if any, is broken the Company shall be entitled to charge the Customer the full purchase price for such Products in accordance with the Conditions.
7.1.4 If the returned Products or hired Products are returned later than the periods specified in Clause 10.1 or as provided in the hire agreement between the parties the Company may charge the Customer the proportional daily hire cost of such Products for each day and part day the Products are overdue in accordance with the Conditions.

8 Intellectual Property Rights

8.1 All Intellectual Property Rights contained within or relating to BDP and/or the Products or any other goods supplied by BDP shall remain the property of BDP.
8.2 LG Development Works shall upon becoming aware of the same promptly notify BDP of any unauthorised use of the Products, any infringement or threatened infringement of any Intellectual Property Rights or any passing off or threaten passing off relating to BDP or the Products.
8.3 On notification of any of the circumstances referred to in clause 8.2, BDP shall in its absolute discretion determine what action if any shall be taken and LG Development Works shall co-operate fully in providing BDP with all assistance and taking all steps which BDP may reasonably require in order to defend or protect the rights of BDP in its Intellectual Property Rights.

9 Limitation of Liability

BDP’s liability (including that by way of negligence) arising under the terms of this Agreement shall be limited to the amount of any sums received by BDP as payment for the Products. In no circumstances shall BDP be liable for any loss of profits, indirect or consequential loss or damage.

10 Force Majeure
The Company shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of a Supply by the Company being prevented hindered delayed or rendered uneconomic by reason of circumstances or events beyond the Company's reasonable control including but not limited to Act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, break-down, flood or storm and the Company shall be entitled to terminate a Contract or delay delivery of Products by a period equal to that during which it is prevented, hindered or delayed as aforesaid.
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11 Miscellaneous

11.1 The parties agree that the terms and conditions contained in this Agreement and the documents referred to in this Agreement together constitute the entire agreement between the parties.
11.2 A waiver by either party of any right under this Agreement in any one instance shall not be deemed or construed to be a waiver of such right for any similar instance in the future or for any breach hereof.
11.3 No purported variation of this Agreement shall be effective unless made in writing and signed by both parties.

12 Notices

12.1 All notices to be given under this Agreement shall be posted on the website www.lglearning.com or www.lglearning.co.uk or can be requested in writing. Those requested in writing shall be sent in person, by first class post or by e-mail. Any such notice shall be deemed to be duly served (a) in the case of a notice delivered personally, at the time of delivery, (b) in the case of a notice sent by registered post two clear business days (not being a Saturday, Sunday or public holiday) after the date of despatch, and (c) in the case of e-mail on the day following transmission (or if sent on a Saturday, Sunday or public holiday on the next business day) provided the correct receipt is received.

13 Governing Law and Jurisdiction

13.1 This Agreement shall be governed by and interpreted in accordance with English law and the parties hereby submit to the jurisdiction of the High Court of Justice in England, but this Agreement may be enforced in any court of competent jurisdiction.