General Terms and Conditions Business Users
This agreement applies as between you, the User of this Website or Purchaser and ESA, the owner(s) of this Website. Your agreement to comply with and be bound by these Terms and Conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these Terms and Conditions, you should stop using the Website immediately.
No part of this Website is intended to constitute a contractual offer capable of acceptance. The Purchaser’s order constitutes a contractual offer and our acceptance of that offer is deemed to occur upon our sending a dispatch email to you indicating that your order has been fulfilled and is on its way to you.
1. Definitions and Interpretation
In this Agreement the following terms shall have the following meanings:
|"Account"||means collectively the personal information and credentials used by Users to access any communications System on the Website;|
|"Carrier"||means any third party responsible for transporting purchased Goods from our Premises to customers;|
|"Content"||means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website;|
|"Cookies"||means a small text file placed on your computer by this Website when you visit certain parts of the Website and/or when you use certain features of the Website.|
|"ESA"||means The Energy Saving Associates Limited, a company registered in England & Wales number 7697555 trading as The Energy Saving Association whose registered office address is 17 Old Chesterton Buildings, 110 Battersea Park Road, London, SW11 4LZ, United Kingdom;|
|"Goods"||means any products that ESA advertises and / or makes available for sale through this Website;|
|"Services"||means the services available to you through this Website;|
|"Services"||means the services available to you through this Website;|
|"Payment Information"||means any details required to access Paid Content and for the purchase of Goods and Services from this Website. This includes, but is not limited to, credit / debit card numbers;|
|"Purchaser"||means any person or business that buys Goods from ESA from this Website;|
|"Purchase Information"||means collectively any orders, invoices, receipts or similar that may be in hard copy or electronic form;|
|"System"||means any online communications infrastructure that ESA makes available through the Website either now or in the future. This includes, but is not limited to, web- based email, message boards, live chat facilities and email links;|
|"User" / "Users"||means any third party that accesses the Website and is not employed by ESA and acting in the course of their employment;|
|"Member"||means a User who has accessed Paid Content via the Membership section of this Web Site; and|
|"Web Site" / "Website"||means the website that you are currently using (http://www.the-esa.org) and any sub-domains of this site unless expressly excluded by their own terms and conditions.|
2. Business Customers
These Terms and Conditions apply to business customers only. (If you are a non- business customer please consult our General T&C’s – Consumers using the link above.)
3. International Customers
If Goods are being ordered from outside ESA’s country of residence, import duties and taxes may be incurred once the Goods reach their destination. ESA is not responsible for these charges and we undertake to make no calculations or estimates in this regard. If a Purchaser is buying internationally, they are advised to contact their local customs authorities for further details on costs and procedures. The Purchaser of the Goods will also be the importer of record and as such should ensure that the purchase is in full compliance with the laws of the country into which the Goods are being imported. Please be aware that Goods may be inspected on arrival at port for customs purposes and ESA gives no guarantee that the packaging of the Goods will be free of signs of tampering
4. Intellectual Property
4.1 Subject to the exceptions in Clause 5 of these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of ESA, our affiliates or other relevant third parties. By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.
4.2 Subject to Clause 6 of these Terms and Conditions you may print, reproduce, copy, distribute, store or in any other fashion re-use Content from the Website for personal purposes only unless otherwise indicated on the Website or unless given express written permission to do so by ESA. Personal use includes, but is not limited to, recreational use, social use, and use in education as a student or teacher. Specifically you agree that:
4.2.1 you will not use the Content of the Website for commercial purposes; and
4.2.2 you will not systematically copy Content from the Website with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given express written permission to do so by ESA.
5. Third Party Intellectual Property
5.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.
5.2 Subject to Clause 5 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.
6. Fair Use of Intellectual Property
Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.
7. Links to Other Websites
This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of ESA or that of our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.
8. Links to this Website
Those wishing to place a link to this Website on other sites may do so.
9. Use of Communications Facilities
9.1 When using the Forums and / or any other System and when submitting Content to the Website you should do so in accordance with the following rules:
9.1.1 you must not use obscene or vulgar language;
9.1.2 you must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
9.1.3 you must not submit Content that is intended to promote or incite violence;
9.1.4 it is advised that posts on message boards, chat facilities or similar and communications with ESA are made using the English language as we may be unable to respond to enquiries submitted in any other languages;
9.1.5 Content submissions are required to be made using the English language. Content in any other language may be removed at our sole discretion;
9.1.6 you must not post links to other websites containing any of the above types of Content;
9.1.7 the means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;
9.1.8 you must not engage in any form of commercial advertising other than as provided in our Advertising Policy. To view the Advertising Policy, please click on the link above. This does not prohibit references to businesses for non-promotional purposes including references where advertising may be incidental;
9.1.9 you must not impersonate other people, particularly employees and representatives of ESA or our affiliates;
9.1.10 you must not submit material that may contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks; and
9.1.11 you must not use our System for unauthorised mass-communication such as “spam” or “junk mail”.
9.2 You acknowledge that ESA reserves the right to monitor any and all communications made to us or using our System.
9.3 By submitting Content you warrant and represent that you are the author of such Content or that you have acquired all of the appropriate rights and / or permissions to use the Content in this fashion. Further, you waive all moral rights in the Content to be named as its author and grant ESA a licence to modify the Content as necessary for its inclusion on the Website. ESA accepts no responsibility or liability for any infringement of third party rights by such Content.
9.4 Unless a User informs ESA otherwise, in advance of posting, in writing, and ESA agrees to any terms or restrictions, all Content submitted is for publication on the Website and other such uses as ESA may deem appropriate under a royalty-free, perpetual basis.
9.5 ESA will not be liable in any way or under any circumstances for any loss or damage that you may incur as a result of such Content, nor for any errors or omissions in the Content. Use of and reliance upon such Content is entirely at your own risk.
9.6 Content submitted by Users may be screened by ESA prior to appearing online. We retain the right to exercise our sole discretion to remove or relocate any Content as we deem appropriate without the consent of the author. We shall be under no obligation to exercise such discretion. If you wish to enquire as to the removal of Content, please submit your query by email using the Contact The ESA page. This does not constitute an undertaking to explain our actions.
9.7 You acknowledge that ESA may retain copies of any and all communications made to us or using our System.
9.8 You acknowledge that any information you send to us through our System or post on the Forums may be modified by us in any way and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon our use of such information must be communicated to us in advance and we reserve the right to reject such terms and associated information.
10. Accounts and Payment Information
10.1 In order to purchase Goods and / or procure Services on this Website you are required to create an Account that will contain certain personal details and Payment Information that may vary based upon a User’s use of the Website, as we may not require Payment Information until a purchase is to be made. By continuing to use this Website you represent and warrant that:
10.1.1 all information you submit is accurate and truthful; and
10.1.2 you have permission to submit Payment Information where permission may be required; and
10.1.3 you will keep this information accurate and up-to-date.
Your creation of an Account is further affirmation of your representation and warranty.
10.2 ESA does not retain your Payment Information.
10.3 ESA employs the services of PCI/DSS compliant parties to process Payment Information who link their records to your ESA Account.
10.4 It is therefore recommended that you do not share your Account details, particularly your username and password. ESA accepts no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.
10.5 If you have reason to believe that your Account details have been obtained by another without consent, you should contact ESA immediately to suspend your Account and cancel any unauthorised orders, purchases or payments that may be pending. Please be aware that orders, purchases or payments can only be cancelled up until they are dispatched and / or provision of Services has commenced.
10.6 In the event that an unauthorised purchase is dispatched prior to your notifying us of the unauthorised nature of the purchase, ESA accepts no liability or responsibility and you should make contact with the Carrier detailed in the Purchase Information
10.7 In the event that provision of Services commences prior to your notifying us of the unauthorised nature of the order or payment, ESA will suspend provision of Services and the withdrawal of any scheduled payments pending investigation. Following investigation, it shall be determined whether or not to cancel the Services and make a full or partial refund of the payment.
10.8 When choosing your username you are required to adhere to the terms set out above in Clause 8. Any failure to do so could result in the suspension and/or deletion of your Account.
11. Termination and Cancellation
11.1 Either ESA or you may terminate your Account. If ESA terminates your Account, you will be notified by email and an explanation for the termination will be provided. Notwithstanding the foregoing, we reserve the right to terminate without giving reasons.
11.2 If ESA terminates your Account, any current or pending orders or payments on your Account will not be cancelled.
11.3 ESA reserves the right to cancel orders, purchases or payments without stating reasons, for any reason prior to processing payment and dispatch and / or commencing Services provision.
11.4 If orders, purchases or payments are cancelled for any reason prior to dispatch and / or commencement of Services provision you will be refunded any monies paid in relation to those purchases.
11.5 If you terminate your Account any non-completed orders, purchases or payments will be cancelled and you will be refunded any monies paid in relation to those orders.
11.6 In the event that any of the provisions of sub-Clause 9.1, above, are not followed, ESA reserves the right to suspend or terminate your access to the Service. Any Users banned in this way must not attempt to use the Website under any other name or by using the access credentials of another User, with or without the permission of that User.
12.1 Any and all monies are due for payment on completion of the order or on the dates, or intervals specified in that order as may be appropriate, unless alternative arrangements are agreed between the Purchaser and ESA.
12.2 Interest will be charged on a daily basis, commercial interest at 2% above the base rate of the Bank of England obtaining at the time.
Use of ESA Member branding is limited to use of the appropriate Member Category logo and in accordance with the ESA Branding Guidelines. Copies of the Branding Guidelines and artwork for the logo will be provided to the Member by e-mail following approval of application. In the event of membership being terminated, all rights to use ESA Branding immediately cease.
14. Goods, Services, Pricing and Availability
14.1 Whilst every effort has been made to ensure that all graphical representations and descriptions of Goods and / or Services available from ESA correspond to the actual Goods and / or Services, ESA is not responsible for any variations from these descriptions. This does not exclude our liability for mistakes due to negligence on our part and refers only to variations of the correct Goods and / or Services, not different Goods and / or Services altogether. Please refer to sub-Clause 16.1 for incorrect Services.
14.2 Where appropriate, you may be required to select the required size, model, colour and / or quantity of the Goods and / or the required package of Services you are purchasing.
14.3 ESA does not represent or warrant that such Goods and / or Services will be available. Availability indications are not provided on the Website.
14.4 All pricing information on the Website is correct at the time of going online. ESA reserves the right to change prices and alter or remove any special offers from time to time and as necessary.
14.5In the event that prices are changed during the period between an order being placed for Goods and / or Services and ESA processing that order and taking payment, you will be contacted prior to your order being processed with details of the new price.
14.6 All prices on the Website are shown exclusive of VAT. If appropriate subject to your location and status VAT will be added at the checkout. ESA’s VAT number is 121 7042 60.
15.1 ESA will notify you by way of e-mail when your Goods are to be dispatched to you. The message will contain details of estimated delivery times in addition to any reasons for a delay in the delivery of the Goods purchased by you.
15.2 If ESA receives no communication from you, within 7 days of delivery, regarding any problems with the Goods, you are deemed to have received the Goods in full working order and with no problems.
16. Returns Policy
ESA aims to always provide high quality Goods that are fault free and undamaged. On occasion however, goods may need to be returned. Returns are governed by these Terms and Conditions.
16.1 If the Purchaser receives Goods which do not match those ordered, unless accompanied by an explanatory note detailing the changes, stating reasons for the changes and setting out your options, the Purchaser should contact us within 10 working days to arrange collection and return. ESA is not responsible for paying shipment costs. The Purchaser will be given the option to have the Goods replaced with those ordered (if available) or to be refunded through the payment method used when the Goods were purchased. Refunds and replacements will be issued upon our receipt of the returned Goods.
16.2 If any Goods purchased have faults when they are delivered, the Purchaser should contact ESA within 28 working days to arrange collection and return. ESA is not responsible for paying shipment costs. Goods must be returned in their original condition with all packaging and documentation. Upon receipt of the returned Goods, the price of the Goods, as paid, will be refunded through the payment method used when the Goods were purchased.
16.3 If any Goods develop faults within their warranty period, the Purchaser is entitled to a repair or replacement under the terms of that warranty.
16.4 If Goods are damaged in transit and the damage is apparent on delivery, the Purchaser should sign the delivery note to the effect that the goods have been damaged. In any event, such damage should be reported to ESA within 10 working days and arrange collection and return. ESA is not responsible for paying shipment costs. Upon receipt of the returned Goods, the price of the Goods, as paid, will be refunded through the payment method used when the Goods were purchased.
16.5 If the Goods have been dispatched or have reached you, but the Purchaser decides that they are no longer required, the Goods can be returned to ESA within 10 days of receipt. Goods can only be returned for this reason if their packaging remains unopened and the Goods can be re-sold, as new, without any additional work on the part of ESA. The Purchaser is responsible for paying shipment costs if Goods are returned for this reason.
16.6 If the Purchaser wishes to return Goods to ESA for any of the above reasons, please contact us using the details on the Contact Us page to make the appropriate arrangements.
16.7 ESA reserves the right to exercise discretion with respect to any returns under these Terms and Conditions. Factors which may be taken into account in the exercise of this discretion include, but are not limited to:
16.7.1Any use or enjoyment that you may have already had out of the Goods;
16.7.2 Any characteristics of the Goods which may cause them to deteriorate or expire rapidly;
16.7.3The fact that the Goods consist of audio or video recordings or computer software and that the packaging has been opened;
16.7.4Any discounts that may have formed part of the purchase price of the Goods to reflect any lack of quality made known to the Customer at the time of purchase.
Such discretion to be exercised only within the confines of the law
17. Provision of Services
17.1 Provision of Services shall commence when full payment has been received or as otherwise detailed in the Terms & Conditions pertaining directly to those Services.
17.2 ESA shall use its best endeavours to provide the Services with reasonable skill and care.
17.3 Provision of all Services shall be subject to the Terms and Conditions pertaining directly to those Services.
17.4 In the event that Services are provided that are not in conformity with your order and thus incorrect, you should contact us within 10 days to inform us of the mistake. ESA will ensure that any necessary corrections to the Services provided are made within 7 working days.
17.5 ESA reserves the right to exercise discretion with respect to any alterations to Services under the provisions of this Clause 17. Factors which may be taken into account in the exercise of this discretion include, but are not limited to:
17.5.1 Any use or enjoyment that you may have already derived from the Services;
17.5.2 Any characteristics of the Services which may mean that cessation of provision is impossible without significant further work on the part and at the expense of ESA.
Such discretion to be exercised only within the confines of the law.
18.3 If you wish to opt-out of our placing Cookies onto your computer or device, please adjust your internet browser’s settings to restrict Cookies as detailed in your internet browser’s help menu. You may also wish to delete Cookies which have already been placed. For instructions on how to do this, please consult your internet browser’s help menu.
19.1 ESA makes no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service or Services.
19.2 No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.
19.3 The information on this Website is not designed with commercial purposes in mind. Commercial use of the Content of this Website is forbidden under sub- Clause 3.2.1 of these Terms and Conditions. Any such use constitutes a breach of these Terms and Conditions and ESA makes no representation or warranty that this Content is suitable for use in commercial situations or that it constitutes accurate data and / or advice on which business decisions can be based.
19.4 No part of this Website is intended to constitute a contractual offer capable of acceptance.
19.5 Whilst ESA uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own security, that of their personal details and their computers.
20. Changes to the Service and these Terms and Conditions
ESA reserves the right to change the Website, its Content or these Terms and Conditions at any time. You will be bound by any changes to the Terms and Conditions from the first time you use the Website following the changes. If ESA is required to make any changes to Terms and Conditions by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in the future.
21. Availability of the Website
21.1 The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
21.2 ESA accepts no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
22. Limitation of Liability
22.1 To the maximum extent permitted by law, ESA accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein. Users should be aware that they use the Website and its Content at their own risk.
22.2 Nothing in these Terms and Conditions excludes or restricts ESA’s liability for death or personal injury resulting from any negligence or fraud on the part of ESA.
22.3 Whilst every effort has been made to ensure that these Terms and Conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions. This term shall apply only within jurisdictions where a particular term is illegal.
23. No Waiver
In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
24. Previous Terms and Conditions
In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.
25. Third Party Rights
Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and ESA.
26.1 All notices / communications shall be given to us by email using the Contact The ESA page. Such notice will be deemed received the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
26.2 ESA may from time to time send you information about our products and/or services. If you do not wish to receive such information, please click on the ‘Unsubscribe’ link in any email which you receive from us.
27. Law and Jurisdiction
These Terms and Conditions and the relationship between you and ESA shall be governed by and construed in accordance with the Law of England and Wales and ESA and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.
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