SASSI Direct Ltd. Copyright Notice Terms

1. INTERPRETATION

In these conditions ("Conditions"), "We", "Us" or "Our" means Sassi Direct Limited, the seller; "You" or "Your" means the buyer being any person, firm or company that buys Our services; "Contract" means the contract between You and Us for the sale and purchase of Our Materials and services; “Intellectual Property Rights” means copyright, database right, patents, registered and unregistered design rights, registered and unregistered trade marks, and all other industrial, commercial or intellectual property rights existing in any jurisdiction in the world and all the rights to apply for the same; “Materials” means the materials supplied by us to you in accordance with this Contract; “Permitted Purpose” means in order to perform help guide and support substance misusers to enable them to obtain the services they need to overcome their problems.

2. THE CONTRACT

2.1. Unless there is a variation under Condition 2.2, the Contract will be on these conditions only, to the exclusion of any other terms and conditions (including any terms and conditions which You purport to apply under any purchase order, confirmation of order, specification or other document). Your terms and conditions shall not apply to the Contract.

2.2. To be valid, We must give You written confirmation of any change to these conditions or of any representations about the services.

2.3. If We give you advice about how to use the Materials that is general guidance only and is not part of the Contract. We are not responsible for any errors in that advice.

2.4. We do not accept your order until We give you an order confirmation or (if earlier), We provide the services to You. If We give you a quote there will not be a Contract between Us until We provide the services or deliver the Materials. Our quotes are valid for 36 days. You cannot cancel an order unless We confirm acceptance of your cancellation. If You do cancel Your order You shall pay Us in full for any losses we incur as a result.

2.5. Our sample Materials and price lists ("Information") are not an offer to You to create a Contract. We can correct any clerical error in the Information without any liability to You.

2.6. The Materials and services are those listed in Our confirmation of order. You should check that these are correct upon receipt. We will not be liable to You for any resulting losses if You do not draw to Our attention any inaccuracies in the confirmation of order.

2.7. We may make any changes to the specification of the Materials and the services which are needed to conform with any safety or other statutory or EC requirement.

2.8. We may provide the services and deliver the Materials to You from Your verbal order only. If We do there shall still be a Contract between You and Us.

3. PRICE AND PAYMENT

3.1. The price for the Materials and services shall be as listed in Our price list as at the date of delivery and performance.

3.2. In addition to the price applicable, You must pay all value added tax (if applicable), any other taxes, levies or duties.

3.3. You will have to pay an additional charge (which We will tell You about) if you want Us to provide the services outside normal working hours.

3.4. We will be entitled to invoice You at any time following the end of each month in which We provide the Materials and services to You.

3.5. You must pay Our invoices in full in pounds sterling, or other legal tender We stipulate, no later than 30 days from their date. You must not default or withhold or set off any money from any payment you make to Us.

3.6. Time for payment shall be of the essence. We will give you a receipt for payment if You ask for one. Payment will only be deemed to have been received by Us when We have received cleared funds. If You do not pay Us on the due date then, without affecting any of Our other rights or remedies, We can: (1) cancel the Contract or suspend performance of the service to You; and/or (2) charge You interest under the Late Payment of Commercial Debts (Interest) Act 1998 on the amount that You have not paid.

3.7. You must pay Us all money which You owe Us under the Contract when the Contract is ended for any reason.

4. DELIVERY

4.1. Time for performance shall not be of the essence and all such dates are estimates only. We are not responsible if there is any delay in performance of the services except if caused by Our negligence. If no dates are specified, performance of the services will be within a reasonable time.

4.2. Our record of the quantity of any consignment of Materials despatched from Our place of business shall be conclusive evidence of the quantity received by You on delivery.

4.3. We shall have no liability for poor performance of the service unless You write to tell Us within 48 hours of performance and only then, we may at our option re-perform the services.

5. QUALITY

5.1. We warrant that the services will be provided using reasonable care and skill.

5.2. If You claim that there is any defect in the quality or condition of the Materials or they do not correspond with Our warranty above or You claim that the quality of the services falls below a reasonable standard You must give us written notice within 48 hours from the date of delivery or performance of the services or (where a defect or failure would not be apparent on an initial thorough and proper inspection) within two days after discovery of the defect or failure. Time shall be of the essence for this condition.

5.3. If You do not give Us written notice as referred to in Condition 5.2 You shall not be entitled to reject the Materials or request us to cease performing or remedy or make good in respect of the services and We shall have no liability for such defect or failure and You must still pay the purchase price to Us. It is Your responsibility (at Your cost) to return any relevant Materials to Our premises if We ask You to do so to allow Us to inspect the Materials and investigate Your claims.

5.4. If You do give Us written notice as referred to in Condition 5.2 and We deem the claim to be valid We may choose to replace the Materials (or the part in question) free of charge or, refund You the price (or a proportionate part of the price) or re-perform the services or make good any works, but then We shall have no further liability to You. It is Your responsibility to collect from Us any Materials returned under this condition if Your claim in respect of those Materials proves not to be valid.

5.5. Despite any of the other provisions of this Condition 5, if You (a) incorporate any of the Materials delivered to You with any other Materials or (b) You sell the Materials or (c) do not return the Materials to Us when We ask You to do or (d) alter the Materials in any way, You shall be deemed to have accepted the Materials.

5.6. Where We are not the creator of the Materials, or of any other Materials supplied by a third party in connection with the services We will use Our reasonable endeavours to transfer to You the benefit of any warranty, guarantee or indemnity given to Us.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. All Intellectual Property Rights in the Materials vest in Glen A. Miller.

6.2. We distribute the Materials under licence from Glen A. Miller.

6.3. In consideration for your paying for the Materials we grant you a perpetual, non-exclusive, non-transferable licence to use the Materials for the Permitted Purpose.

6.4. For the avoidance of doubt you are expressly prohibited from:

6.4.1. copying or reproducing in any way the Materials;

6.4.2. sub-licensing or in any way transferring the use of the Materials to anyone else.

6.5. All rights not expressly granted are reserved.

6.6. You agree to refrain from using the Materials as the sole decision source that would discriminate against an individual with problems associated with substance misuse in any way.

6.7. Any unauthorised copying, reproduction, photocopying and scanning of the Materials is an offence.

7. LIABILITY

7.1. We do not accept any liability to You or to others in connection with the contract for loss of profit, loss of business, depletion of goodwill, loss of opportunity, loss of data, loss of use, loss of contracts, loss of expected savings or interruption to your business ("Losses"). If however, we are found to be liable to You or to others for any of the Losses or for breach of contract, misrepresentation, misstatement or other tortious acts or omissions, including negligence, arising under or in connection with the Contract, Our maximum liability shall be the price paid by You to Us under the Contract. If it is found that to limit our liability to this amount is unfair then We shall only be liable to You for the matter described in this Condition for up to the amount of insurance cover that we have from time to time.

7.2. Nothing in these Conditions excludes Our liability to You for fraudulent misrepresentation or for death or personal injury resulting from Our negligence.

7.3. Except in respect of any loss or damage caused by Our negligence, You undertake to indemnify Us against any loss, costs, claims, damages, expenses, fees or other sums We may incur relating to Your breach of the Contract.

8. TERMINATION

8.1. We can end the Contract or suspend any further deliveries of the Materials or performance of the Services immediately if (a) You are the subject of insolvency, administration, bankruptcy (or similar) orders, notices, proceedings, resolutions or arrangements in whatever jurisdiction or are unable to pay Your debts within the meaning of section 123 Insolvency Act 1986 or cease (or threaten to cease) to trade (b)You breach the Contract or any other contract between Us and (if capable of remedy) fail to remedy the breach within 30 days after being required to do so by Our written notice;

8.2. We can end the Contract on not less than three months written notice to You.

8.3. You can end the Contract by giving not less than three months' written notice to Us.

8.4. On the ending of the Contract You and any connected or associated company (including any subsidiary, holding or other group company) must immediately pay Us all monies which You owe us under the Contract and on any account of whatever nature.

9. "FORCE MAJEURE"

We reserve the right to defer the date of delivery, to cancel the Contract, to reduce the volume of the Materials ordered by You or suspend the provision of the Service to You (without liability to You) if We are prevented from or delayed in the carrying on of Our business due to circumstances beyond Our reasonable control including, without limitation, strikes, lock outs or other industrial disputes (whether involving the workforce of the Seller or of any other party), act of God, government actions, war riot, hostilities (whether war be declared or not), armed conflict, terrorist attack, terrorist activity, nuclear, chemical or biological contamination, sonic boom, civil commotion, invasion, revolution, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, power failure, breakdown of plant or machinery, fire, flood, storm, disease, epidemic, default of suppliers or subcontractors, difficulties or increased expense in obtaining raw Materials, labour, fuel, parts of machinery, or import or export regulations or embargoes. If the event in question continues for a continuous period in excess of 20 days either You or We shall be entitled to give each other written notice to end the Contract.

10. AUDIT

10.1. You agree to allow us on reasonable notice to have access to your records to periodically review and monitor your use of the Materials.

11. DATA COLLECTION

11.1. We maintain a confidential list of persons trained by us to use the Materials. If you no longer wish to remain on this list please contact us.

11.2. We may also provide you with information about new products or services that are available.

11.3. If you do not wish to receive this information please contact us.

12. GENERAL

12.1. Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and may be delivered personally or by fax, first class recorded delivery post or first class air mail letter. A notice shall be deemed to have been served (if personally delivered) at the time of delivery or (if sent by first class recorded delivery post) 48 hours after posting or (if sent by first class air mail letter) 96 hours after posting or (if sent by fax) at the time of transmission.

12.2. You cannot assign, transfer, charge or deal in any other manner with the Contract or any of Your rights under it, nor purport to do any of the same, nor subcontract any or all of Your obligations under the Contract without having obtained Our prior written consent.

12.3. We shall be entitled to assign Our rights under the Contract and sub contract any or all of Our obligations under the Contract to any third party.

12.4. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from the Act.

12.5. No waiver by Us of any breach by You of the Contract shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.6. No failure by Us to exercise nor Our delay in exercising any right or remedy under the Contract shall constitute a waiver of that right or remedy.

12.7. Except in respect of any undisputed credit or payment due and owing by Us to You, You shall pay all amounts due under the Contract in full without deducting or withholding any money other than as required by law and You shall not be entitled to assert any credit, set off or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part.

12.8. If any of these conditions is, or at any stage in the future becomes invalid, illegal or cannot be enforced in law, it will not affect the other terms, which will stay in force.

12.9. If there is a dispute between You and Us, we both agree that the Courts of England and Wales will be the only courts with the power to deal with the dispute and that English law will apply.