2.1 In consideration of Your use of the Website, You agree to: (a) provide accurate, current, and complete information about You as may be prompted by a registration form on the Website (the “Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to Diguru Ltd, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website.
2.2 You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Diguru Ltd or someone else, or spoof Diguru Ltd or someone else’s identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users.
3.1 You may obtain direct access via the Website to certain confidential information of Diguru Ltd and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Diguru Ltd and its suppliers.
3.2 Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of the Terms or Diguru Ltd written request, You must cease use of Confidential Information and return or destroy it.
You may find links to other Internet sites or resources on the Website. You acknowledge and agree that Diguru Ltd is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Diguru Ltd will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
5.1 Except as expressly authorized by Diguru Ltd or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Diguru Ltd discloses to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership.
5.2 Diguru Ltd is committed to respecting others’ intellectual property rights, and we ask our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement on our Website, please contact us.
7.1 The Terms constitute the entire agreement between You and Diguru Ltd relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorized Diguru Ltd representative. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use Diguru Ltd or third-party products or services.
7.2 You agree that any material breach of Sections 2, 3, 4, 6, and 10 of the Terms will result in irreparable harm to Diguru Ltd for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Diguru Ltd will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Diguru Ltd seeks such an injunction.
7.3 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
7.4 The Website may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include statements regarding market expectations and opportunities, expectations about financials, research and development and strategies, statements concerning Diguru Ltd roadmaps, market share growth, and product and service development and introduction, and our continuous evaluation of the competitiveness of our product and service offerings. These forward-looking statements are just predictions and involve risks and uncertainties. Actual results may differ materially from results discussed in the forward-looking statements. Factors that may cause such a difference include risks related to adverse changes in general economic conditions, failure to reduce costs, lack of success in technical advancements, the timely development, production and acceptance of new products and services, and Diguru Ltd ability to compete in a highly competitive and rapidly changing marketplace.
7.5 Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
Agreement means the Conditions, an Order Acknowledgement and the relative Purchase Order for Goods; Buyer means the organisation or person with whom an Agreement is made by the Seller; Conditions means these terms and conditions; Goods means the articles or things or any of them described in an Agreement; Order is the Seller’s acknowledgement of a Purchase Order for Goods confirming acceptance of that Purchase Order; Parties means the Buyer and the Seller; Purchase Order shall mean an order for the purchase of Goods submitted to the Seller by the Buyer; Seller means DIGURU Limited.
The Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions.
Unless verbal or telephone Purchase Orders and any variations to Purchase Orders are confirmed in writing by the Buyer the Seller shall not be responsible for errors or subsequent misunderstandings. Notwithstanding that the Seller may have given a detailed quotation no Purchase Order shall be binding on the Seller unless and until it has been accepted in writing by the Seller by means of an Order Acknowledgement.
All prices estimated, quoted or invoiced are in Sterling (UK Pounds). The price of the Goods will be the price stated in the Order Acknowledgement. The price specified will state if it excludes or includes VAT, which will be charged at the appropriate rate. All invoices of the Seller shall unless otherwise agreed in writing by the Seller be paid by the Buyer within 30 days of the date of the Seller’s invoice without deduction or withholding and free of set off or counterclaim. The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due until the date of payment at the rate of 5.00% per annum above the base rate of NatWest.
The date of delivery specified by the Seller is an estimate only when given in good faith. All risk in the Goods shall pass to the Buyer on delivery, such that the Buyer shall be liable for any subsequent loss or damage to Goods however caused. The Seller undertakes to use reasonable endeavours to despatch the Goods on the agreed date, but does not guarantee to do so. Goods collected by the Buyer from the Seller’s premises shall be deemed to be delivered and risk shall pass to the Buyer when they have been loaded on to the Buyer’s vehicle or are otherwise in the Buyer’s possession. Goods transported by the Seller shall be deemed to be delivered when they are ready to be unloaded at the site specified by the Buyer.
The Buyer shall provide the Seller with any information reasonable required by the Seller as well as obtain all necessary permissions and consents including (without prejudice to the generality of the foregoing) promptly obtaining all necessary import licences, clearances and other consents necessary for the purchase of the Goods. Without prejudice to any other rights to which the Seller may be entitled, in the event that the Buyer unlawfully terminates or cancels the Agreement, the Buyer shall be required to pay to the Seller, as agreed damages and not as a penalty, the full amount of any third party costs to which the Seller has committed and in respect of cancellations on less than 2 days’ written notice the full price of the Goods as set out in the Agreement, and the Buyer agrees this is a genuine pre-estimate of the Seller’s losses in such a case.
The Parties may, at any time, mutually agree upon variations to the Agreement. Any alterations in the scope of Goods to be provided under the Agreement shall be set out in a revised Order Acknowledgement, which shall reflect the changed Goods and price and all other terms agreed between the Parties.
The Agreement shall not constitute a sale by description or sample. The Seller warrants that it has the right to sell the Goods, but otherwise the Goods are provided on an “as-is” basis without warranty of any kind, express or implied, oral or written including, without limitation, any implied term as to quality, fitness for purpose or description, all of which are specifically and unreservedly excluded. In particular, but without limitation, no warranty is given that the Goods are suitable for any specific purpose intended by the Buyer. Where the Goods have been manufactured by the Seller and are found under proper use (fair wear and tear excepted) to be defective, the Seller shall repair, or in its sole discretion, replace such defective Goods free of charge within 90 days from the date of delivery, subject to the following conditions:- 8.3.1the Buyer notifying the Seller in writing immediately upon the defect becoming apparent 8.3.2 the defect being solely due to faulty design, materials or workmanship.
The Buyer shall indemnify the Seller against all claims, costs and expenses which the Seller may incur and which arise, directly or indirectly, from the Buyer’s breach of any of its obligations under the Agreement.
The following provisions set out the entire financial liability of the Seller to the Buyer in respect of:- 10.1.1 any breach of the Agreement any use made or resale by the Buyer of any of the Goods any representation, statement or omission including negligence) arising under or in connection with the Agreement 10.2 The Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Agreement price. 10.3 In no event shall the Seller be liable to the Buyer for any loss of business, loss of opportunity, loss of profits, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of contract, loss of use, loss or corruption of data or information or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses whatsoever (however caused) which arise out of or in connection with the Agreement. This shall apply even where such a loss was reasonably foreseeable or the Seller had been made aware of the possibility of the Buyer incurring such a loss.
The Seller may, by written notice, terminate the Agreement immediately if the Buyer is in breach of any of the terms of the Agreement. The Agreement shall be terminated if an order is made for bankruptcy of the Buyer or an effective resolution is passed for the winding-up of the Buyer or the Buyer makes a composition with creditors or if a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over the whole or any part of the assets of the Buyer. The Agreement shall be terminated if either party ceases to carry on its business or substantially the whole of its business or where either party is declared insolvent. Termination of the Agreement shall not affect any rights or obligations of the Parties arising prior to such termination.
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock-outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled in these circumstances to delay or cancel delivery or to reduce the amount delivered.
The Agreement shall be governed by and construed in accordance with the Law of England and Wales and the Courts of England and Wales shall have non-exclusive jurisdiction to hear all disputes arising in connection with the Agreement.
These Terms & Conditions were last updated 15th August 2019.