EDPAX.COM TERMS AND CONDITIONS FOR PURCHASE OF SOFTWARE

1. Definitions and Interpretation

In these Conditions, the following words and expressions will have the following meanings:-

"Conditions" - the terms and conditions contained herein together with any other conditions which we may from time to time stipulate;

"Contract" - the contract for the purchase of a licence to use the Software between you and us constituted by the submission of an Order by you and the sending of an acceptance by us in terms of Clause 2.2;

"the Software" - our software consisting of interactive whiteboard lessons including printable teacher planning notes, teaching pages with associated pupil activities, assessment and supporting printable worksheets for follow-up activities.

"Order(s)" - orders for Software placed via the Website;

"Price" - the total price stated for the licence to use the Software in the relevant Order subject to Clause 3;

"we, us, our" - Edpax Limited, registered under the Companies Acts (company number SC263952, VAT number 843 1304 59 and having its registered office at 24 Great King Street, Edinburgh, EH3 6QN;

"Website" - the website on which these Conditions are located, namely http://www.edpax.com; and

"you, your" - the individual or organisation with whom we contract for the sale of licensed versions of the Software.

Reference to Clauses shall mean the clauses of these conditions, and headings are for ease of reference only and shall not affect interpretation. Any reference to the singular shall include the plural and vice versa.

2. Orders for Software

1. To place an Order with us, you must be at least 16 years of age, live in the UK and intend to use the Software for educational or business purposes and not as an individual consumer. If you are under 16 or live outside the UK, you may browse our Website but you may not place an Order.
2. Each Order submitted by you to us constitutes an offer by you to purchase the Software specified in the Order and is subject to these Conditions. If we accept your Order, we will confirm acceptance to you in writing to the e-mail address or postal address you give us when you place your Order. Until a confirmation of the Order is issued by us, we will be under no obligation to you and no Contract will be deemed to have been formed. To avoid doubt, we shall be entitled to refuse any Order placed by you.
3. These Conditions, in addition to the conditions referred to in clause 3.2, shall constitute (with the Order) the whole Contract between us and you to the exclusion of any other terms and conditions (including but not limited to any terms attached to a purchase order). Contracts may not be modified or varied unless specifically accepted by us in writing.
4. We attempt to be as accurate as possible. However, statements, descriptions, photographs, diagrams or specifications concerning the Software which are made by or given on our behalf are for the purpose of information and guidance only and we do not warrant that these will be accurate, complete, current or error-free. If the Software offered by us is not as described, your sole remedy is to return the Software in an unused condition in accordance with the provisions detailed below. This does not affect your statutory rights.
5. Subject to Clause 5, no Order which has been accepted by us can be cancelled by you except with our written consent.
6. The use of any Software ordered through our website is strictly subject to the terms and conditions of the End User Licence Agreement which can be viewed by following this link (PDF).

3. Price and Payment

1. You must pay by credit or debit card at the time of your Order or by purchase order in accordance with the form prescribed in this Clause. You undertake that all details you provide to us for the purpose of purchasing the Software will be correct. If you are using a credit or debit card, you also undertake that the credit or debit card which you use is your own (or if someone else's, that you have his/her express permission to use it). If you are using a corporate credit or debit card, you undertake that you are duly authorised to use it. In addition, you undertake that there are sufficient funds or credit facilities to cover the cost of your Order. Orders made by purchase order are to be submitted on headed notepaper and must clearly specify the item(s) ordered, the quantity required and the price of such item(s). The purchase order must also be signed by an authorised signatory of the school or organisation placing the Order. If you have any queries about ordering by purchase order, you can email us at info@edpax.com.
2. Payment shall be made subject to the Conditions of this Contract and, if you are paying by credit or debit card, additionally the terms and conditions stipulated by our payment provider, WorldPay Limited. WorldPay Limited's terms and conditions can be viewed by following this link.
3. The Price of any Software is the price in force at the date and time of your Order. We may change the price of any Software before you place an Order. We try to ensure that our prices displayed on our Website are accurate at all times, but the price on your Order will require to be validated by us as part of the acceptance procedure (see Clause 2.2).
4. The Prices will be inclusive of delivery costs, VAT and all other applicable taxes and charges (subject to any applicable re-delivery charges under Clauses 4).

4. Delivery

1. We will deliver the Software ordered by you to the address you give us for delivery at the time you make your order and by whatever means we reasonably consider appropriate. Property in the Software will remain with us until payment is received in full. You will become the owner of the physical copy of the Software supplied only when the Price is received by us in full and when it has been delivered to you. Once the Software has been delivered to you it will be held at your own risk and we will not be liable for its loss or destruction. We reserve the right to make an extra charge for re-delivery if you are not available to accept the Software when delivered to you.
2. We will use our reasonable endeavours to deliver the Software by any estimated delivery date or within any estimated delivery period, but time for delivery will not be of the essence of the Contract and we will not be liable for any failure to deliver by such date or within such period.

5. Our Returns Policy

1. Our returns policy covers all returns:

2. How to Return Goods

   If need to return a purchase to us please post to:

   Returns Department
   EDpaX Ltd
   A.I Centre
   2 Cockburn Place
   Irvine
   Ayrshire
   KA13 6UD

3.
3. Reasons for Return
   • Defective product - on arrival - Should a product be defective on arrival please contact us within 14 days of delivery.
   • Within warranty period - Should a product develop a fault more than 14 days after delivery, we will assist you in getting the problem resolved under our standard warranty.
   • Damaged goods - If you receive an item that is damaged you should contact us immediately. This does not cover faults caused by customer neglect, misuse or incorrect installation.
   • Incorrect or missing goods - Please notify us within 5 days of delivery if you have received an item you didn't order or any parts are missing. The delivery consignment note should be signed for as being only a partial delivery.
4. Condition of Goods

   Returned goods must be adequately and safely packaged in the original packaging. This packaging should be pristine - unmarked and undamaged.

5. Refunds are given at the discretion of company management.

6. Liability

1. We promise that for any Software you purchase from our Website:-
   • we have the right to sell the Software to you; and
   • the Software will substantially correspond with the description we have given to you.
2. We exclude all other express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to any products (including but not limited to the Software), our Website or any information or service provided through our Website (which are provided to you on an "as is" basis).
3. Without prejudice to the foregoing, we shall be under no liability in respect of any defect in the Software arising from fair wear and tear, wilful damage, negligence, abnormal use, failure to follow our instructions (whether oral, in writing or in electronic form), misuse or alteration or repair of the Software without our approval; or
4. Notwithstanding the generality of the foregoing, we expressly exclude liability for any indirect or consequential loss or damage (whether for loss of profits or otherwise).
5. Subject to the other provisions hereof and except in so far as our liability may not be excluded or limited by law, you acknowledge and agree that our entire liability under this Contract shall be limited to the total Price actually received by us pursuant to the Contract which sum you acknowledge and agree is reasonable in all the circumstances.
6. Nothing in this Clause 6 is, however, intended to limit any rights you may have as a consumer under applicable law that may not be excluded nor in any way exclude or limit our liability to you for any death or personal injury resulting from our negligence.

7. Intellectual Property and Data Protection

1. You shall not use or deal with the Software or our Website, catalogues, brochures, leaflets, lists or other information so as to infringe, interfere with or weaken any of our rights under or in respect of any patents, processes, proprietary information, trade marks, registered designs, art work or copyright for or in connection with the Software. We shall have no liability for the infringement of any rights of any third party arising from the use of the Software in combination with other software, trade marks and processes not supplied by us.
2. You agree that you shall be the end user of the Software and that you are not entitled to distribute, sell, market or in any way deal in or with the Software other than as permitted herein and in accordance with the End User Licence Agreement which will accompany the Software upon delivery.
3. By accepting these Conditions, you agree to the processing of your personal information by us for the purpose of processing your Order and delivering your Software to you in accordance with our privacy policy.

8. Improvements and Alterations

We have a policy of continuous improvement to our Software and in pursuance of this policy we reserve the right to make changes to the specification of the Software without notice.

9. Force Majeure

We shall not be liable for the delay or failure in performing our obligations under the contract to the extent that such failure or delay is caused by or contributed to by causes beyond our reasonable control. Should any such event occur, we shall attempt to notify you promptly and we may at our sole discretion suspend and/or cancel the Contract without incurring any liability whatsoever for any loss or damage thereby occasioned.

10. General

1. These Conditions and any Contract is personal to you and you may not assign it without our prior written consent.
2. These Conditions and any Contract shall be governed by and construed in accordance with Scots Law. You hereby agree, for our exclusive benefit, that the Scottish Courts shall have sole jurisdiction to hear all claims for proceedings connected with the Software and any Contract. We may nevertheless bring claims in any other courts of competent jurisdiction.
3. Failure by us to enforce strict compliance of these conditions by you will not constitute a waiver of any of these conditions.
4. If any provision of these Conditions are held by any competent authority to be invalid or unenforceable, in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected.

11. Contact Details

If you have any complaints or comments, you should direct them to us via e-mail at info@edpax.com or by post to the following address:

Ayrshire Innovation Centre, 2 Cockburn Place, Riverside Business Park, Irvine, Ayrshire, KA11 5DA.