MARKETPLACE TERMS AND CONDITIONS FOR BUYERS
Please read these Terms carefully and make sure that you understand them, before entering into a transaction or otherwise contracting with a third party through our website. Please note that before committing to a transaction you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to transact through our site.
We amend these Terms from time to time as set out in clause 7. Every time you wish to transact through our website, please check these Terms to ensure you understand the terms which will apply at that time.
1 INFORMATION ABOUT US
1.1 We operate the website www.procenergy.co.uk. We are Procenergy Training Limited, a company registered in England and Wales under company number 09819813 and with our registered office at Boho 7, Queens Square, Middlesbrough, Cleveland, England, TS2 1PA.
1.2 Contacting us if you are a business. You may contact us by e-mailing us at email@example.com If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 14.
2 OUR SITE
2.1 Your use of our site is governed by our Terms Of Website Use and Website Acceptable Use Policy. Please take the time to read these, as they include important terms which apply to you.
2.2 Our site is a virtual marketplace accessible at www.procenergy.co.uk (‘Marketplace’) whereby users, subject to the applicable terms and conditions, may offer, sell, and purchase from sellers registered to sell their services through the Marketplace (‘Sellers’) certain services provided by such Sellers (‘Services’).
2.3 The Marketplace facilitates transactions directly between Sellers and purchasers of such services (‘Buyer’). We, for the avoidance of doubt, are not a party to any contract between a Seller and a Buyer and act solely as the agent of the Seller in order to enter into contracts between the Seller and Buyer for the provision of Services via the Marketplace (‘Relevant Contract’) on the Seller’s behalf.
2.4 Our website also features a “Delegate Gateway” – an online account page and interface via which a person enrolled upon or attendee of any course, class, programme or other training or educational Service (“Delegate”) may access, manage or otherwise administer their training history, records, and documents relating to certain training and educational course, programmes, classes (or similar) that have been facilitated by our website, including those pursuant to or in connection with a Relevant Contract. The Delegate Gateway facility will be available to all Buyers and Delegates.
2.5 Procenergy makes no warranty or representation in relation the Seller or the Services, including for the avoidance of doubt the suitability of the Services to meet the needs of a Buyer, the qualification or suitability of the Seller to provide the Services, the quality or fitness for purpose of the Services, or the compliance of any of the Services with any legal or regulatory requirements or industry standards.
2.6 We will facilitate and administer payment made by Buyers to Sellers in relation to entering into Relevant Contracts. Payment shall be taken on the Seller’s behalf (whether by us or our agents, contractors, subcontractors, officers or employees) and such payment shall be made to the Seller in accordance with our terms and conditions and the standard terms and conditions of the Seller applicable to the Relevant Contract between the Seller and the Buyer.
3.1 Your use of the Marketplace will be subject to:
3.1.1 Your acceptance of all of our applicable terms and conditions;
3.1.2 The provision of all required registration information as set out in our Marketplace’s registration process.
3.2 You will be required to set a password for your Marketplace account as part of our Marketplace registration process. This security measure is incorporated into your Marketplace account for your security and you should accordingly keep such password confidential. You agree that we are not liable in any way for any act matter or thing, costs, losses, or liabilities (whether direct or indirect) suffered or incurred by you as a result of any unauthorised activity on your Marketplace account (save for where such unauthorised activity arises out of our gross negligence).
3.3 We reserve the right to:
3.3.1 reject or refuse any application to register to use the Marketplace;
3.3.2 suspend or terminate any application to register to use the Marketplace;
3.3.3 otherwise disallow or deny access to the Marketplace or any part thereof if we consider it necessary or desirable in the interests of Procenergy, any Seller, Buyer, user of the Marketplace, or any third party or for any other reason whatsoever as determined in our sole discretion.
4 HOW WE USE YOUR PERSONAL INFORMATION
5 CUSTOMER CONFIRMATION
5.1 You confirm that you have authority to bind any business on whose behalf you use our site to enter into Contracts.
5.2 These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
5.3 You acknowledge that by accepting these Terms you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.
5.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
6 THE BUYER/SELLER CONTRACT
6.1 The Marketplace pages will guide you through the steps you need to take to transact with a third party via the Marketplace. Our Marketplace order process allows you to check and amend any errors before submitting your order to the according Seller. Please take the time to read and check your order at each page of the order process.
6.2 Your order to enter into a Relevant Contract to purchase services from a Seller will be placed when you click the ‘Book Now’ button which constitutes your offer to the Seller to purchase the services selected in the check-out process.
6.3 By placing your order in accordance with clause 6.2 you therefore confirm and authorise payment of the purchase price to be taken by us (or our agents, contractors, subcontractors, officers or employees) from or in accordance with your chosen method of payment and accordingly instruct us to immediately take such payment.
6.4 If your payment is not authorised or accepted by your payment provider, your order will be rejected.
6.5 We will, on behalf of the Seller (acting as their agent), confirm the Seller’s acceptance to you by sending you an e-mail (‘Order Confirmation’). The Contract between the Seller and you will only be formed when we send you the Order Confirmation.
6.6 The Seller may, in their sole discretion, email you directly to confirm your order or otherwise contact you in relation to the Relevant Contract.
6.7 Liability for compliance and enforcement of all obligations under the Relevant Contract is between the parties to that Relevant Contract only. Procenergy has no obligation to mediate between or otherwise assist in the resolution of disputes between the parties to a Relevant Contract.
6.8 In the event that a dispute arises between a Buyer and a Seller in relation to a Relevant Contract, the parties should contact each other directly and endeavour to resolve such dispute in good faith.
6.9 Procenergy shall have no liability or responsibility in relation to the termination or any other dispute arising out of a Relevant Contract and, for the avoidance of doubt, any refund, payment, or compensation due or payable in relation or arising out of the Relevant Contract or termination thereof shall be paid between the parties to the Relevant Contract directly; Procenergy shall not be required to make or facilitate any such payment.
7 SELLER TERMS
7.1 The standard terms and conditions of the Seller shall apply to the Relevant Contract, including for the avoidance of doubt in relation to the delivery of the Services, refunds, and termination of the contract.
7.2 The Marketplace facilitates the Buyer and Seller entering into Relevant Contracts only; any queries or issues in relation to the Relevant Contract should be sent to the Seller directly. We shall be under no obligation for forward any correspondence received in relation to a Relevant Contract to a Seller or any other third party.
7.3 Procenergy are not a party to the Relevant Contract and act solely as the Seller’s agent in relation to entering Relevant Contracts; we are not liable in relation to or otherwise responsible for any obligations of or warranties given by the Seller under or in relation to the Relevant Contract.
7.4 All complaints in relation to a Relevant Contract should be directed to the Seller. Procenergy are unable to, and are not liable to, procure or facilitate any refunds payable to the Buyer.
7.5 If you have a dispute with a Seller you agree that Procenergy (or any of its officers, employees, agents, contractors or subcontractors) shall not be liable or responsible for and waive all right and agree to absolve and indemnify Procenergy in relation to any claims, demands, proceedings, damages (whether direct or indirect or consequential, actual or contingent) arising out of or related to such dispute
8.1 Procenergy may facilitate access to the Delegate Gateway of a Delegate from time to time for the purposes of administration of Delegate training records, documents, and information. The Buyer acknowledges that the Delegate Gateway is intended to be a long-term facility for the benefit of Delegates to maintain and access their training and educational records and information, whether or not the Delegate, for example, continues to be employed or engaged by the Buyer. Access of the Buyer to the Delegate Gateway of a Delegate may be revoked by Procenergy at any time.
8.2 The Buyer warrants and represents that it shall not do any act matter or thing to materially interfere with or prohibit access to the Delegate Gateway, and that it shall provide all information reasonably required by Procenergy or the Delegate in relation to the Delegate Gateway, and shall use all reasonable endeavours to procure that the Delegate Gateway of each Delegate is accurate and up to date in relation to the Services provided pursuant to a Relevant Contract.
9 OUR RIGHT TO VARY THESE TERMS
9.1 We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.
9.2 Every time a Buyer enters into a contract with a Seller via the Marketplace, the Terms in force at the time of your order will apply in relation to the placing of such order by you through the Marketplace (but, for the avoidance of doubt, the Contract between the Buyer and the Seller shall be on the Seller’s standard terms and conditions).
9.3 We may revise these Terms as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements.
10 SELLER SERVICES PRICES AND SPECIFICATION
10.1 The prices of the Seller services will be as quoted on our site at the time you submit your order. All such pricing is supplied by the Seller and we shall take all reasonable care to ensure that the prices of Services correlate to the latest prices supplied by the Seller. However please see clause 10.5 for what happens if we discover an error in the price of Services you ordered.
10.2 Procenergy makes no warranty as to that any information displayed on the Marketplace in relation to the Services is accurate, full, complete, or not misleading. You acknowledge and accept that information in relation to the Services is supplied by the according Seller and that Procenergy has no liability in relation thereto or in relation to any reliance placed thereon.
10.3 Prices for Services may change from time to time, but changes will not affect any order you have already placed.
10.4 The price of services excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being unless expressly stated otherwise. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Services in full before the change in VAT takes effect.
10.5 Our site contains details of a large number of Services. It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If you discover an error in the price of the Services you have ordered please contact the Sellers directly; pricing information displayed in the Marketplace is supplied by the Sellers and all refunds or compensation payable in relation to a Relevant Contract shall be effected by the Sellers directly.
11 HOW TO PAY
11.1 You can only pay for Seller services using the following methods: MasterCard, Visa, Maestro, JCB.
11.2 The payment method elected by you will be debited at the time your order for Seller services is placed. If your payment method provider declines payment, then your order shall be cancelled.
11.3 All payments in relation to a Relevant Contract must be facilitated and administered by us alone. You agree and undertake not to make payment to a Seller by any method other than via the Marketplace.
11.4 All payments in relation to a Relevant Contract must be made in pounds’ sterling (£) only.
12 OUR LIABILITY
This clause 12 only applies if you are a business customer.
12.1 Nothing in these Terms limits or excludes our liability for:
12.1.1 death or personal injury caused by our negligence;
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
12.1.4 defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with Marketplace or transactions made through it or any other use of our Marketplace or website by you or otherwise in relation to matters set out in or envisaged or anticipated by these terms for:
12.2.1 any loss of profits, sales, business, or revenue;
12.2.2 loss or corruption of data, information or software;
12.2.3 loss of business opportunity;
12.2.4 loss of anticipated savings;
12.2.5 loss of goodwill; or
12.2.6 any indirect or consequential loss.
12.3 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Sellers or the Seller services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Seller services are suitable for your purposes.
12.4 To the fullest extent permitted by law, Procenergy shall not be liable for any claim, dispute, action, losses, costs or any other liability arising out of or in relation to a Relevant Contract.
13 EVENTS OUTSIDE OUR CONTROL
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations arising out of or under these Terms that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 13.2.
13.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
13.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
13.3.1 we will contact you as soon as reasonably possible to notify you; and
13.3.2 our obligations arising out of or under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
14 COMMUNICATIONS BETWEEN US
14.1 When we refer, in these Terms, to "in writing", this will include e-mail.
14.2 Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
14.3 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.
14.4 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.
14.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15 OTHER IMPORTANT TERMS
15.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
15.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
15.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
15.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
15.6 These terms and all agreements between us and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
15.7 We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).