Quick Index:
- Information About Us
- Your Status
- Membership
- Prices and Payments
- Subscription Period and Termination
- Consumer Rights
- Our Liability
- Written Communications
- Notices
- Transfer of Rights and Obligations
- Events Outside Our Control
- Waiver
- Severability
- Entire Agreement
- Our Right to Vary These Terms and Conditions
- Law and Jurisdiction
This page (together with the documents referred to on it) tells you the terms and conditions on which we provide the membership subscription service on our website www.ingenea.com (“this website” or “our website”) to you. Your membership subscription is subject to these terms and conditions as well as our Terms of Use. If there is any conflict between these terms and conditions and our Terms of Use, these terms and conditions will prevail in relation to your membership subscription.
If you refuse to accept these terms and conditions, you will not be able to register for any membership subscription services from our site. By accessing any of the members only area of our website, you confirm that you agree to these terms and conditions.
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Information About Us back to top
1.1 Website and Company Information
www.ingenea.com is a website operated by Ingenea Limited. Reference to “we”, “us” and “our” are to Ingenea Limited. We are registered in England and Wales under company number 05500368. Our main trading address is The Atrium, Curtis Road, Dorking, Surrey, RH4 1XA. Our VAT number is GB 867242504.
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Your Status back to top
By placing an order through our site, you warrant that:
2.1.1 You are legally capable of entering into binding contracts; and
2.1.2 You are at least 18 years old.
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Membership back to top
3.1 Subscription
Our site can be viewed by members of the public however we also provide a subscription based membership service on our website whereby some areas of our website can only be accessed by members who have registered and paid the requisite membership fee as set out in these terms and conditions.
3.2 Becoming a Member
You become a member by purchasing a subscription from us. We provide various membership levels further information of which is available from us.
3.3 Membership Levels
Your level of membership determines what areas, facilities and services of our website you have access to. Please note that we have the right to add or remove certain facilities and/or services at our discretion at any time on our website but will give the relevant members at least 30 days’ notice if we remove facilities and/or services from his/her/its subscribed level.
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Prices and Payments back to top
4.1 Prices
Any membership subscription prices on our website are for indication purposes only. Your membership subscription fee shall be that confirmed by us at the time when we accept your subscription order and such subscription fee may be revised by us from time to time by giving you at least 30 days’ written notice.
4.2 VAT
All prices are exclusive of Value Added Tax and similar tax and shall apply to the duration of your membership and membership level.
4.3 Payment
4.3.1 Subject to clause 4.3.2 below payment for all membership subscriptions must be by credit card or debit card and we reserve the right to levy a surcharge on all credit card payments; all payments shall be payable in advance on a monthly basis.
4.3.2 If we at our sole discretion accept your payment for subscription by cheque, such payment shall be payable in advance on an annual basis.
4.4 No right of Off-Set
You have no right to withhold or set off payment of any amount due to us under these terms and conditions against any other sum payable by you under this or any other agreement between you and us.
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Subscription Period and Termination back to top
5.1 Subscription Period
Your Subscription Period will commence on the date we notify you that your membership subscription has been accepted by us or such other date as we specify and will continue until terminated in accordance with this clause 5.
5.2 Failure to pay subscription fee
We may suspend or bar your access to the members’ only area of our site including use of any membership facilities and services if you fail to pay the subscription fee when due.
5.3 Notice of Non-payment
We shall notify you of such non-payment of subscription fee and should you fail to make payment of your subscription fee within 7 days of such notice we reserve the right to cancel your membership subscription forthwith upon written notice.
5.4 Termination by Either Party
Either party may terminate this agreement without cause by serving at least one month’s written notice to the other for termination to take effect at the end of the period up to which subscription payments have been paid or the end of the notice period, whichever is later.
5.5 Insolvency or Breach
We may terminate this agreement forthwith by written notice to you if you are in breach of any of these terms and conditions or our Website Terms of Use and have failed to remedy such breach within 7 days of a notice from us notifying you of the breach, or if you are or are deemed to be, insolvent or steps are taken to:
5.5.1 propose any composition, scheme or arrangement involving you and your creditors; or
5.5.2 obtain an administration order or appoint any administrative or other receiver of you or any of your property or otherwise enforce any security over your property, or repossess its assets; or
5.5.3 file a petition in bankruptcy against you or to wind up or dissolve your business, or sequestrate your estate
or outside England anything corresponding to any of the above occurs.
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Consumer Rights back to top
6.1 Consumers
If you are contracting as a consumer, provided you have not accessed the members only area on our website, you may cancel your membership subscription at any time within seven working days, beginning on the day after you registered and purchased your membership subscription. In this case, you will receive a full refund of the price paid for membership subscription. Your right to cancel will automatically end as soon as you access the members only area on our website.
6.2 Cancelling a Contract
To cancel your membership subscription, you must inform us in writing of such cancellation.
6.3 Refunds
We will process the refund due to you as soon as possible and, in any case, within 30 days of the day you have given notice of your cancellation. We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
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Our Liability back to top
7.1 Cap on Liability
Our liability for losses you suffer as a result of us breaking these terms and conditions including deliberate breaches is strictly limited to the membership subscription fees received by us from you.
7.2 Indirect Losses
We are not responsible for indirect losses which happen as a side effect of the main loss or damage and which are not foreseeable by you and us and even if such losses result from a deliberate breach of these terms by us that would entitle you to terminate the contract between us, including but not limited to:
7.2.1 loss of income or revenue
7.2.2 loss of business
7.2.3 loss of profits or contracts
7.2.4 loss of anticipated savings
7.2.5 loss of data, or
7.2.6 waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
7.3 Liability
Clauses 7.1 and 7.2 does not include or limit in any way our liability:
7.3.1 for death or personal injury caused by our negligence;
7.3.2 under section 2(3) of the Consumer Protection Act 1987;
7.3.3 for fraud or fraudulent misrepresentation; or
7.3.4 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
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Written Communications back to top
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
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Notices back to top
All notices given by you to us must be given to Ingenea Limited at The Atrium, Curtis Road, Dorking, Surrey, RH4 3QB or
. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in this clause 9. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. 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. -
Transfer of Rights and Obligations back to top
10.1 Binding Contract
The agreement between you and us is binding on you and us and on our respective successors and assigns.
10.2 Assignment
Your membership is personal to you. You may not transfer, assign, charge or otherwise dispose of this agreement, or any of your rights or obligations arising under it, without our prior written consent.
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Events Outside Our Control back to top
11.1 Force Majeure
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this agreement that is caused by events outside our reasonable control including without limitation those listed in clause 11.2 (“Force Majeure Event”).
11.2 Force Majeure Event
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
11.2.1 Strikes, lock-outs or other industrial action.
11.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
11.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
11.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
11.2.5 Impossibility of the use of public or private telecommunications networks.
11.2.6 The acts, decrees, legislation, regulations or restrictions of any government.
11.3 Suspension of Performance
Our performance under this agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this agreement may be performed despite the Force Majeure Event.
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Waiver back to top
12.1 Performance of this Agreement
If we fail, at any time during the term of this agreement, to insist upon strict performance of any of your obligations under any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under this agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
12.2 Waiver of Default
A waiver by us of any default shall not constitute a waiver of any subsequent default.
12.3 No Waiver
No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 9.
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Severability back to top
If any of these terms and conditions or any provisions of this agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
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Entire Agreement back to top
These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of this agreement and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing. We each acknowledge that, in entering into this agreement, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such agreement except as expressly stated in these terms and conditions.
14.1 Untrue Statements
Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of this agreement (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
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Our Right to Vary These Terms and Conditions back to top
15.1 Variation
We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.
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Law and Jurisdiction back to top
The English Courts have exclusive jurisdiction over any claim arising from, or related to the terms and conditions. These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.