Terms and conditions
For Pendulum of Change Website
These are the terms and conditions subject to which we license any of our Products to you. By using any Product, you agree to be bound by them. You may not use Our Website if you are under the age of 18 years.
We are C.W. Mills trading as Pendulum of Change. Our address is 124 City Road, London EC1V 2NX
You are: Anyone who buys a Licence or Licensed Product from us.
It is now agreed as follows:
1. Definitions
In this agreement, the following words shall have the following meanings, unless the context requires otherwise:
“Commercial Licence”
means a Licence for use other than Editorial Licence and Website Licence. It is a non-transferable, worldwide, right to reproduce the Licensed Product a specified number of times or period of time.
“Copy or Publish”
with reference to a Licensed Product, means reproducing or publishing in whole or in part, using any means, in any medium. It includes breaking up, changing, cropping or any other change or use as part of some other created work.
“Editorial Licence”
means a non-exclusive, non-transferable, worldwide, right to reproduce the Licensed Product an unlimited number of times in connection with a single article.
”Product”
means a Licensed Product offered for sale through Our Website. It includes both soft copy downloaded or contained in a hard medium such as a DVD.
"Intellectual Property"
means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including all Licensed Products, intellectual property of kinds coming into existence after today; and including, among others, designs, copyrights and all rights which are derived from those rights.
“Licence”
means a licence granted by us to you in the terms of this agreement for use of a Licensed Product.
“Licensed Product”
means any Product, material or thing offered for licence by us on Our Website, whether or not bought by you. A reference to “Product” shall be a reference to all or part of a Product or to a Product changed by you in any way.
“Marketing Licence”
means a non-exclusive, non-transferable, worldwide, right to reproduce the Licensed Product an unlimited number of times in connection with one or more marketing campaigns limited in time to the period for which you have bought the Licence.
“Our Website”
means any website of ours, and includes all web pages controlled by us.
“Restrictions on Use”
means first, the restrictions set out in this agreement and second, all restrictions or limitations arising from choices you made at the time of purchase. These may relate to limitations on use, territory, duration, or any other choice which defines the Licensed Product. Third, restrictions include those made by you, if any, in private correspondence between us before your purchase.
“Website Licence”
means a non-exclusive, non-transferable, worldwide, right to reproduce the Licensed Product an unlimited number of times on or in connection with a single website for an indefinite period of time for the purpose of illustration, decoration, or provision of information or instruction.
2. Interpretation
In this agreement the following terms apply unless the context otherwise requires:
2.1. all Restrictions on Use whether expressly included or not shall be deemed to be part of this agreement. It doesn’t matter how or when communicated to you.
2.2. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
2.3. a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that person.
2.4. in the context of permission, “may not” in connection with an action of yours, means “must not”.
the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
2.5. any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
2.7. a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
2.8. all money sums mentioned in this agreement are calculated net of VAT, which will be charged when payment is due.
2.9. these terms and conditions apply to all supplies of Products by us. They prevail over any terms proposed by you.
2.10. this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
3. The Licence
3.1. You confirm that you have authority to enter into this agreement and have obtained all necessary approvals to do so.
3.2. In entering into this contract you have not relied on any representation or information from any source except that on Our Website.
3.3. We do not offer the Products in all countries. We may refuse a Licence if you live in a country we do not serve.
3.4. If any information you give us is inaccurate, your Licence is automatically terminated and no refund of money will be due to you.
3.5. Each Licensed Product is marked on Our Website as to whether it is a Commercial Licence, an Editorial Licence, a Marketing Licence or a Website Licence. You buy a Licence for one of these uses. You have no right to use a Licensed Product beyond the scope of use for which you have bought it.
3.6. Each Licensed Product is marked on Our Website as to whether the price is fixed or must be provided by us direct to you depending on information you give us via Our Website.
3.7. Subject to the terms of this agreement, we grant you the Licence to use a Licensed Product.
3.8. This Licence is limited by the Restrictions on Use and by the choices you have made which relate to time, extent, numbers, type of usage, and other matters, at the time of purchase of your Licence. You agree to comply with all Restrictions on Use.
3.9. No express or implied licence of the Licensed Product or any other material is granted to you other than the express Licence granted in this agreement.
4. Limitations and permissions on Licences
4.1. You must not sub-licence a Licensed Product.
4.2. You must not Copy or Publish a Licensed Product except as specifically allowed in this agreement.
4.3. You may not allow any other person to use a Licensed Product except in the situation or context for which you have bought it.
4.4. You may not represent or give the impression that you are the owner or originator of any Licensed Product.
4.5. You may not remove any identification or reference number or other information which may be embedded in any file of a Licensed Product.
4.6. Every publication or appearance of a Licensed Product on a website must be protected as far as the law allows by separate, specific or general provisions against copying or publishing. We allow you to use the definition of “Copy or Publish” used in this agreement.
4.7. You may not use a Licensed Product:
4.8.1 except for the use specified at the time of purchase;
4.8.2. in a context which is pornographic;
4.8.3. containing a human model in any way which might degrade that person in the eyes of a reasonable viewer;
4.8.4. in part or as a whole, as a logo or otherwise to incorporate it in any intellectual property of yours;
4.8.5. in an application for mobile/cell phone use, except as part of a marketing programme based on a website;
4.8.6. for a secondary use, for example on social networks.
5. The price
5.1. The prices payable for the Products are clearly set out on Our Website.
5.2. The price charged for any Product may differ from one country to another. You may not be entitled to the lowest price unless you reside in the qualifying country.
5.3. Prices are inclusive of any applicable value added tax or other sales tax.
6. Freedom to use
Despite the above limitations, you may copy a Licensed Product:
6.1. once for the purpose of system maintenance or to show or share with some other person who has a business interest in it;
6.2. for which you have bought an Editorial Licence to customers and users of the publication in which it is used in the normal course of your business;
6.3. to a contractor of yours whose contract is to work on the project or purpose for which you have bought the Licensed Product. In this case the Licence extends only to that project or purpose. If this happens, you remain liable to us in every way for the acts and omissions of your contractor. We advise you to obtain an appropriate agreement from your contractor to protect you in this regard.
7. Release of third party rights
7.1. In some jurisdictions you may not use a human image without the consent of that person. That may apply to any person or only to a model. The permission is generally known as a “release”. You alone are responsible for obtaining any necessary release and for paying any fees due.
7.2. Our Products are marked on Our Website with a notation as to whether a release may be necessary. If not marked, you may take it that the Product in question has been released.
7.3. In any event, we give no warranty that any Product may be used without the permission or release of some person. You should exercise caution with regard to a Product containing a human person, trade mark, logo or work of art or architecture.
7.4. We are not liable to you in tort, contract or other law, for any act or omission of a Third Party Owner.
7.5. Subject to the specific rights mentioned in this paragraph, we warrant that:
7.5.1. we have used our reasonable efforts to identify any person who may claim a right in a Licensed Product and have obtained any necessary release;
7.5.2. we have used our reasonable efforts to obtain an indemnity on your behalf from the Third Party Owner for expense and liability incurred by you as a result of his failure to obtain the release of those third party rights.
7.6. If we tell you that some person has claimed that we and you are infringing his right by your use of a Licensed Product, we may require you to:
7.6.1. stop using the Licensed Product;
7.6.2. delete or remove from your possession and control, every copy of the Licensed Product;
7.6.3. ensure that every other copy of the Licensed Product which you have passed to any other party is also deleted or destroyed.
7.7. In the event of any such circumstances as those in the last previous sub paragraph, we will provide an alternative Licensed Product free of charge but otherwise on the same terms as set out in this agreement.
8. Cancellation and refunds
This and the following paragraph apply if you buy as a consumer as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Provided the Regulations apply to the transaction concerned, then the following terms apply to the contract.
8.1. We now inform you that information relating to all aspects of our Products and Services is not in this document but in our marketing material, whether that is in the medium of Our Website or in hard copy.
Please note that following sub-paragraphs apply only to a Product you download or which we send as an email attachment.
8.2. If you buy a Product which is delivered to you in soft copy, whether by download, or email or some other medium, the law provides that you can opt out of your right to the 14 day cancellation period. Of course, we will not accept your order unless you agree to lose your cancellation right.
8.3. You do this by instructing us to arrange delivery immediately, or as soon as we can. If you do that, we will send your Product immediately and you lose your right to cancel your order.
8.4. By accepting these terms, you now agree that you are instructing us to deliver immediately and you understand that, in doing so, you lose your right to cancel your order within 14 days.
8.5. This paragraph does not affect your rights in the event that the Product is faulty.
9. Liability for subsequent defects
Please note that following sub-paragraphs apply only to a Product you download or which we send as an email attachment.
9.1. Please check the Product received from us immediately you download it.
9.2. If you find an error or defect in the Product, you must tell us by email message to sales@pendulumofchange.com
9.3. The procedure to report an error or defect is as follows:
9.3.1. you must report to us as soon as any defect is discovered but not later than six months from receipt by you.
9.3.2. please tell us clearly what is the fault you complain of, when it first became apparent or arises, and other information to enable us to identify or reproduce it.
9.4. If we agree that the Product is faulty, then we shall:
9.4.1. fix the issue within 3 days and immediately send a new copy to you, or
9.4.2. refund the full cost you have paid.
10. Security of your credit card
We take care to make Our Website safe for you to use.
10.1. Card payments are not processed through pages controlled by us. We use Wix payment service provider who will encrypt your card or bank account details in a secure environment.
11. Disclaimers and limitation of liability
11.1. The law differs from one country to another. This paragraph applies so far as the applicable law allows.
11.2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
11.3 We make no representation or warranty and accept no responsibility for:
11.3.1. the data security of the Product,
11.3.2. the availability or accessibility, without interruption, or without error;
11.3.3. malfunction in any hardware of yours;
11.3.4. malfunction in any Product provided by us unless you can prove that it was defective when you received it from us;
11.3.5. the provision or failure to provide any firewall;
11.4. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
11.5. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Product concerned.
11.6. We shall not be liable to you for any loss or expense which is:
11.6.1 indirect or consequential loss; or
11.6.2. economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.
11.7. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017, as well as to us.
11.8. If you become aware of any breach of any term of this agreement by any person, please tell us by emailing sales@pendulumofchange.com.
12. You indemnify us
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
12.1. your failure to comply with the law of any country;
12.2. your breach of this agreement;
12.3. any act, neglect or default by any agent, employee, licensee or customer of yours;
12.4. a contractual claim arising from your use of the Licensed Products;
12.5. a breach of the intellectual property rights of any person.
13. Copyright and other Intellectual Property
13.1. You agree that at all times you will:
13.1.1 not cause or permit anything which may damage or endanger our title to any Licensed Product or other Intellectual Property or the title of any Third Party Owner whose work has been made available to us as a Licensed Product;
13.1.2. notify us of any suspected infringement of the Intellectual Property.
13.2. If you use a Licensed Product in a way not allowed by this agreement we may take legal action anywhere in the World. If loss to us or any other person results from your wrongful action, you will be liable to pay.
13.3. If we terminate the Licence on account of your breach, you agree that you will:
13.3.1. immediately stop using the Licensed Product;
13.3.2. destroy all copies of the Licensed Product in your possession or control;
13.3.3. destroy any work of yours derived from a Licensed Product.
13.4. To assure us that you are using the Licensed Product in accordance with the terms of the Licence, you agree that you will give us copies of your works and materials containing or using a Licensed Product. We will give you 14 days notice of this requirement. You also agree to provide access to relevant pages which have restricted access or are fire-walled.
13.5. If we reasonably believe that you are using a Licensed Product beyond the scope of this Licence, you agree to provide written confirmation of your compliance, in a form to be drawn by us.
14. Assignment
Neither party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this agreement without the prior written consent of the other party, except that a party may assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under this agreement.
15. Dispute resolution
The following terms apply in the event of a dispute between the parties:
15.1. If you are not happy with our services or have any complaint then you must tell us by email message to sales@pendulumofchange.com
15.2. If a dispute is not settled as set out above, we hope you will agree to attempt to resolve it by engaging in good faith with us in a process of mediation or arbitration.
16. Miscellaneous matters
16.1. We may change this agreement in any way at any time. The version applicable to your contract is the version which was posted on Our Website at the time that the contract was made.
16.2. Our privacy policy is strong and precise. It complies fully with the Data Protection Act 2018 which is outlined on the Privacy Policy webpage.
16.3. At any time if we decide in our absolute discretion that you have failed to comply with any of the terms of this agreement, we reserve the right to terminate this agreement without refunding to you any payment made.
16.4. You undertake to provide us your current land address, e-mail address and telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
16.5. So far as any time, date or period is mentioned in this agreement, time shall be of the essence.
16.6. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
16.7. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
16.8. If you are in breach of any term of this agreement, we may:
16.8.1. terminate any Licence of a Licensed Product.
16.8.2 issue a claim in any court.
16.9. Any obligation in this agreement intended to continue to have effect after termination shall so continue.
16.10. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
16.11. When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
16.12. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by post or recorded delivery or by e-mail.
It shall be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address: within 72 hours of posting;
If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
16.13. This agreement does not give any right to any third party under the UK Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.
16.14. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
16.15. The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and you agree that any dispute arising from it shall be litigated only in that country.
Notice of right of cancellation: Right to Cancel
Information about your statutory right to cancel
Your right to cancel
Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have the right to cancel this contract within 14 days without giving any reason.
The cancellation period will expire 14 days after the contract was made. That means you can cancel before you have downloaded the product or we have delivered it to you.
Exception when you opt out
This provision applies to digital products which we deliver to you either:
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by allowing you to download
If you want us to immediate deliver/download a product other than to wait for 14 days away, please confirm acceptance of our contractual terms and conditions, that you:
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confirm that you want us to deliver downloaded products before the expiry of 14 days.
AND
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accept that you will lose your right to cancel the contract.
AND
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understand that your agreement is a term of the contract between us.