Lattitude Supply and License Terms

This document sets out the terms and conditions for the supply and license of products (“the Terms”), which apply to all customers who deal with the Lattitude Group (Lattitude Productions Ltd. or/and Lattitude Safety Limited) in the course of their business.

Definitions

– “License” means the rights licensed from us to you for your use of the Products in accordance with Part B of these Terms;
– “you” / “your” means the organisation or individual specified in the relevant Order Confirmation;
– “Order Confirmation” means the order confirmation document or invoice issued by us accepting and detailing your order for Products by either post or/and E-mail;
– “Product” means a product supplied under these Terms, as set out in an Order Confirmation (including any accompanying or ancillary materials supplied with such product); and
– “we” / “us” / “our” / “Lattitude” means The Lattitude Group (Lattitude Productions Ltd. or/and Lattitude Safety Limited).
These Terms govern the agreement between us and you for the supply (by sale or rental, as specified in the Order Confirmation) of Products to you, for which we grant you a non-exclusive License to use such Products in accordance with the terms set out herein.

Part A – Our Supply Of Products To You

1. Acceptance of Orders

An agreement is only made for the supply and use of Products when we accept your order and issue a confirmation. Acknowledgement of receipt of orders will be given entirely at our discretion, but will not constitute acceptance.

2. Cancellation of Orders

If you wish to cancel an accepted order you must provide us with notice in writing. Otherwise you cannot cancel contracts for Products, and Products can only be rejected in the event of a defect as set out in Clause 8.

3. Price

The price payable by you for Products shall be as agreed and set out on the order confirmation (or pro-forma invoice or invoice), failing which it shall be Lattitude’s published prices applicable at the time of despatch of the Product. Prices quoted do not include VAT and delivery costs (unless expressly stated).

4. Payment

Payment for rental orders which are made less than 3 working days prior to the requested despatch date must be made at the time of placing the order, by a guaranteed method (for example, credit card).
We may, at our sole discretion, issue you with credit facilities when placing any order. Where credit is not offered you must pay the full price as set out in Clause 3 at the time of placing the order.
Where credit is offered, payment is due within 30 days of the date of our invoice, without any withholding, set-off or other deduction.
If you fail to make payment within 30 days of the invoice date, then, without prejudice to our other rights and remedies, we may suspend your License to use the Product until such time as payment is received. Interest will be due on all late payments, before as well as after judgment, at the rate of 1.5% per month.
No payment shall be deemed to have been received until we have received cleared funds.

5. Delivery

Subject as set out in this Clause 5, and subject to your obligations to pay for Products as set out in Clause 4, we will use all reasonable endeavours to despatch Products as soon as possible, to the address set out in the order confirmation. We may at any time notify you of delays in the despatch or delivery of Products, and may, at our discretion, amend the despatch or delivery dates accordingly. Under no circumstances shall time be considered of the essence in relation to despatch or delivery of Products.
We will cover the costs of standard delivery for all products, unless otherwise agreed or stated in the order confirmation or invoice.
International orders will incur and additional cost dependent on the geographical location of the delivery address. Any additional delivery costs will appear on the order invoice.
You will be responsible for any extra delivery costs and charges, including any express delivery surcharges for Products.
You must notify us of late delivery or non-delivery before close of business on the working day immediately following the scheduled delivery date, failing which the Product will be deemed received at the date and time scheduled.

6. Risk and Care of Product

Risk in Products shall pass on delivery. In the case of rental of Products, you must keep and maintain each Product in a safe and secure manner, free from all damage. You will be liable for the full cost of replacement of Products in the event of loss or damage, howsoever caused or arising.

7. Product Warranties

Unless stated elsewhere in these Terms, Lattitude makes no warranties or representations, either express or implied, in relation to any Product’s completeness, accuracy, quality (save as set out in Clause 8) or fitness for a particular purpose (whether advised to us or not).
In particular, you are fully responsible for ensuring that the format in which the Product is supplied is compatible with and suitable for use in conjunction with your video, DVD player, computer or other relevant system and is otherwise fit for the purpose intended by you, and that it is suitably stored and maintained.
We shall not be liable for any losses, costs or expenses incurred by you through damage to your video, DVD player, computer or any other system used by you (including without limitation any software or data stored on such system) or otherwise resulting from your failure to ensure such compatibility, suitability or fitness.
The Products provide advice and training in a variety of business practice. You acknowledge, however, that the advice is general in nature, and you are solely responsible for your and your employee’s operation of your business, and the decision to implement any practices featured in the Products.

8. Defective Products

You must notify us within 21 working days of the delivery date of any manufacturing defects in the media on which the Products are supplied, and promptly return such defective Products to us. We will replace, on a like-for-like basis, any such defective Products. You agree that this is your sole remedy in respect of defects in the Products.

Part B – Your License To Use The Products

9. Scope of License

Your License permits you to use or make available the Product for education and training purposes to your officers, employees and those persons whose services are contracted principally to you (“Permitted Users”).
You may not use the Products to train any other persons, including external third parties, without an appropriate license from us. All rights not expressly granted to you in these Terms are reserved.

10. Evaluation copies

Where you have access to a Product for evaluation purposes you may only use the Product to evaluate its suitability for training Permitted Users. You shall not use or make the Product available to any persons (including Permitted Users) except those strictly required for the purposes of so evaluating the Product.

11. Restrictions on Use

The Products contain the intellectual property of Lattitude and/or one or more third parties, which is protected by law. You must not:(i) copy or duplicate a Product in whole or in part (except as strictly required to use the Product, provided that no permanent copies are retained, or as specifically permitted in copies of printed materials supplied or otherwise as permitted by us in writing);(ii) in the case of a CD-ROM Product, disassemble, decompile or reverse engineer the software (except as strictly required to use the Product, provided that no permanent copies are retained, or as specifically permitted in copies of printed materials supplied or otherwise as permitted by us in writing);(iii) translate, edit, amend, modify or add to a Product or incorporate it with other material; or(iv) sell, rent, lend, give or sub-license a Product (whether for reward or otherwise).

12. Other Restrictions

You must not charge an admission fee for viewing a Product or advertise its use outside your organisation.
You may only make an audiovisual Product available at any one time on a single TV, monitor or computer screen and must not exhibit or disseminate a Product by any means of terrestrial, satellite, cable or other broadcast or by any means of network or electronic transmission, without our written agreement.

13. Term

Your License to use the Product shall continue: (i) in the case of a rental or evaluation, for the fixed period stated in the Order Confirmation; or (ii) in the case of a sale, perpetually unless terminated earlier.

14. Termination

We shall be entitled at any time (without prejudice to our other rights and remedies) to terminate your License if: (i) you commit a material breach of the License or these Terms; (ii) you go into liquidation or are the subject of any action or proceeding under bankruptcy or insolvency law (including the appointment of a receiver or administrative receiver); or (iii) your copy of the Product supplied becomes unfit for use whether through normal wear and tear or otherwise.
On termination or expiry of the License, howsoever caused, you must return the Products to us at your own cost within 7 days.

15. Return of Rental Products

You must ensure that rental Products are returned to us by no later than the date specified in the Order Confirmation. Return shall be made by a carrier chosen by us, at your risk and cost. You acknowledge that no carrier will consider a claim for loss or damage in transit unless a receipt of collection or a proof of delivery certificate has been obtained by you.

16. Late Return of Rental Products

Where you fail to return a Product to us in accordance with Clause 15 you will pay the daily rental fee for that Product at our then current list price for each day the Product remains outstanding.

Part C – General Terms About Our Relationship

17. Our Liability to You

Save in respect of any liabilities whose limitation is excluded or restricted by statute, our aggregate liability to you for all claims under this Agreement shall in no event exceed the total amount of sums paid by you in respect of the Product or Products giving rise to such claims.
We shall not be liable for any special, indirect or consequential loss or damage arising from or in any way connected with the supply, failure to supply, use of or inability to use a Product whether in contract, tort, negligence or under any statutory duty or otherwise including, without limitation, damages for loss of business profits, business interruption, loss of business information or any other pecuniary loss, even where we have been advised of the possibility of such loss or damage.

18. Your Indemnity to Us

You agree to indemnify and hold us harmless against any cost, damage, loss, liability or expense arising out of the breach of the License or these Terms by you or any loss, damage, alteration or modification of the Product caused by you.

19. Force Majeure

We will not be liable to you for any delay or non-performance of our obligations under these Terms, the License or otherwise arising from any cause or causes beyond our reasonable control including, without limitation, any of the following: war, riot, civil war, fire, flood, act of God, strikes, labour disputes, weather conditions, transport failure.

20. Performing Right Society

You will be responsible for acquiring any licenses and paying any fees required by the Performing Right Society, Mechanical Copyright Protection Society or any other similar body arising from the exercise by you of your rights under this License.

21. Restriction on Export

Save as otherwise permitted by law, you may not export the Product or view it outside the country to which it is initially delivered without our prior written consent.

22. No Variation

These Terms apply to the exclusion of any conditions of business used by you or purported to apply under any purchase order or any other document issued by you, and to the exclusion of any written or oral representation made by any person before or at the time the contract is entered into, save as agreed in writing by a duly authorised officer of Lattitude.

23. Non-Transferability

The License is personal to you and your rights under these Terms may not be assigned, sub-licensed, transferred, alienated or shared in any way with any of your parent, subsidiary, holding, associated or related companies or any other third party without our express prior written consent.

24. Third Party Rights

These terms shall not be enforceable under the Contract (Rights of Third Parties) Act 1999 by a third party, other than any owners of the intellectual property comprised in a Product.

25. Governing Law

The construction, validity and performance of an Order Confirmation, a License and these Terms shall be governed by the laws of England and Wales and you and we each submit to the non-exclusive jurisdiction of the English courts.

Part D – Special Terms When You Order Online

26. Using www.lattitudeproductions.co.uk

When you use the Website to review Products and place orders the terms set out in this Part D will apply, in addition to Parts A, B and C of the Terms. Separate Terms of Use apply to your use of the Website, and you agree to be bound by the Terms of Use whenever you use the Website to place orders.

27. Information on the Website

Although we try to make sure that the prices quoted on the Website are accurate, and the Products have been fairly described, mistakes can happen. If after we receive your order we discover an error in pricing or a material error in the description of Products, we will inform you as soon as reasonably possible, and we will give you an option to reconfirm your order or to cancel. If we cannot contact you to advise of the error, or we do not receive a response from you within a reasonable time, we will treat the order as being cancelled. If the order is cancelled we will refund any money taken from you relating to the cancelled order.

28. Products for sale on the Website

We reserve the right to remove any information or withdraw any Products from sale on the Website at any time. All orders are subject to availability, and any statements as to availability or delivery times on the Website are estimates only. All Products ordered on the Website are shipped with security seals.

29. Placing an order on the Website

When you use the website to place an order you are making an offer to buy Products from us. We will acknowledge receipt of your order, but this will not constitute acceptance of your offer. Your offer is only accepted when we issue an order confirmation in which we specify that your order has been accepted.

30. Statutory cancellation rights

Where you buy Products from us as a consumer you are entitled to cancel your order and return an unopened and unused Product to us within 8 working days of receipt. You must not break the security seal on the internal packaging in which the Product is sent, and in particular you must not use the Product or remove the DVD disc or CD-Rom from the packaging. We agree to replace any defective Products, as set out in Clause 8. The Product must be promptly returned to us by a carrier chosen by us, at your risk and cost.
If you want to cancel your order you must write to us by email at info@lattitudeproductions.co.uk, by fax at 01435 831500 or by post at PO Box 185, Rushlake Green, Heathfield, E. Sussex, TN21 1AR. Other than as set out in this Clause, your only rights to cancel orders and return Products are as set out in Part A.

31. Consumer rights

Where you buy or rent Products as a consumer then nothing under these Terms shall act so as to prohibit or exclude your statutory consumer rights.

32. Changes to these Terms

We reserve the right to change the terms under which the Website and the Products are offered for sale and use at any time. Any such change in terms and conditions will be effective once included in the text of these Terms as published on the Website. You should check the terms and conditions posted on the Website periodically to ensure that you are aware of and comply with the current version.

Other licenses available:

1. Digital and Streaming. Network or online interactive courses

2. External training – for those who wish to use Lattitude programmes in delivering training to third parties (e.g. training consultancies)

3. Network or online e-learning and streaming

4. Customised programmes (e.g. DVD clips, etc)

5. Damage waivers

January 2008

Copying and lending is illegal!

Please remember that you cannot copy any Lattitude programmes for any reason, including transferring existing video products to DVD or to computer systems. You cannot transmit the programmes over open or closed circuit television, computer networks, cable systems, satellite systems or any other method of broadcast without our permission. You must not charge an admission fee to view the programmes or advertise their display outside your organisation. Nor can you lend, rent, sell or give the programmes to anyone outside your organisation without the permission of the copyright holder. Please contact us to discuss special licensing options and trade in of old formats.

£2500 Reward

Lattitude will pay up to £2500 for information leading to the successful prosecution of any person or organisation making copies of, or otherwise infringing the copyright in, any of our programmes.

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