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Digital Products - Terms and Conditions

Last updated 8th November 2024.

These are the terms and conditions of Spaces To Places Ltd, a company registered in England and Wales under company number 11936174 whose registered office is at The Long Barn Cobham Park Road, Downside, Cobham, England, KT11 3NE (we, us or our).

These terms and conditions describe the terms under which you purchase a digital product from us, whether via email communications or via our website (Digital Product). In these terms and conditions, you and your refers to the organisation, company, or other legal entity that has purchased the Digital Product, or the person acting on its behalf.

These terms and conditions start on the date that we receive the fee for a Digital Product. When you purchase a Digital Product, you agree to be bound by these terms and conditions in all respects. We reserve the right to change these terms and conditions from time to time to reflect changes in our services and business, so please check back regularly.

1. Purchase and delivery
    1. By purchasing a Digital Product, you are obtaining a licence to use the content therein as outlined in these terms and conditions. You are not entitled to receive any later versions of any Digital Product you purchase.
    2. If you are purchasing Digital Products on behalf of an organisation, company, or other legal entity, you warrant to us that you have the authority to bind that entity to these terms and conditions.
    3. The fee a Digital Product or Digital Products is confirmed at the time of payment. Payment for Digital Products is required in advance. We will provide us with our bank details and/or payment link to complete the payment process.
    4. Upon successful payment, you will receive an email containing the Digital Product in PDF format. It is your responsibility to ensure that you have the necessary software to access and use the Digital Product.
    5. As you are a business customer, operating by way of trade, business, or profession, all sales are final and you are not entitled to a cooling-off period, nor are you entitled to a refund unless you are eligible under clause 2.2.
2. Rights and obligations
    1. We warrant that on delivery each Digital Product shall, subject to clause 6.3:
      • conform in all material respects with their description;
      • be free from material defects in design, material and workmanship;
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      • be fit for any purpose held out by us.
    2. Unless any exceptions in clause 2.3 apply, if you give us notice in writing within a reasonable time of discovery that a Digital Product does not comply with clause 2.1, we shall, at our option, repair or replace the defective Digital Product, or refund the price of the defective Digital Product in full and this will be your only remedy for breach of the warranty. These terms shall apply to any repaired or replacement Digital Products supplied by us.
    3. We will not be liable for a Digital Product’s failure to comply with clause 2.1 if you alter or repair the Digital Product without our written consent.
    4. We can withdraw any Digital Product without prior notice to you and without any liability.
    5. We reserve the right to change any Digital Product from time to time:
      • to reflect changes in relevant laws and regulatory requirements; and
      • to reflect changes in the research on which Digital Products are based (if applicable).
3. Intellectual property rights

    1. In these terms and conditions, Intellectual Property Rights means patents, rights to inventions, know-how, trade secrets, copyright and related rights, trade marks, service marks, business names, domain names, get-up, goodwill and the right to sue for passing off, design rights, and all other intellectual property rights, whether registered or unregistered, and including any and all applications and the rights to apply for (and be granted) renewals and extensions, and rights to claim priority from, such rights and any and all similar or equivalent rights or other forms of protection which subsist now or in the future and including rights under licences in relation to any of the foregoing.

    2. All Intellectual Property Rights in Digital Products, including any research, analysis, data or methodologies contained within them, are owned by us or our licensors. Digital Products are protected by copyright, trade mark, and other intellectual property laws.

    3. By purchasing Digital Products, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to use the content contained within the Digital Product for your internal business purposes only and may not be used for external or commercial purposes, including but not limited to redistribution, resale, or sharing with third parties without our prior written consent.

    4. Accordingly, you agree that you will not:

      1. copy, reproduce, distribute, modify, create derivative works from, or publicly display the Digital Products;

      2. sell, lease, sub-license, distribute, display, disclose, or otherwise transfer the Digital Products to any third party; or

      3. use the Digital Products in any way that infringes our Intellectual Property Rights or proprietary rights or the Intellectual Property Rights or proprietary rights of any third party.

    5. You warrant to us that you have implemented reasonable measures to restrict access to Digital Products to only those within your organisation who need it for internal business purposes. If your use involves any display of our work in internal presentations within your organisation, you must retain all branding, trade marks, or copyright notices and acknowledge us as the creator at all times.

    6. Any unauthorised use of Digital Products automatically terminates the licence granted by us under these terms and conditions and we reserve the right to bring legal action against you.

4. Disclaimers

    1. The Digital Products are provided for general informational purposes only and are not intended to amount to advice on which you should rely. While we make reasonable efforts to ensure the accuracy of the information contained in the Digital Products, we make no representations, warranties, or guarantees, whether express or implied, that the content is accurate, complete, or up-to-date.
    2. You acknowledge that any use of the information contained within the Digital Products is at your own risk, and we disclaim all liability and responsibility arising from any reliance placed on such information by you or any other person who may be informed of its contents.
    3. Nothing in the Digital Products constitutes professional, legal, financial, or other advice, and it should not be treated as a substitute for obtaining specific advice relevant to your circumstances.
5. Non-endorsement

Nothing in the Digital Products constitutes an endorsement, recommendation, or opinion by us regarding any specific products, services, organisations, or individuals. The information provided is intended solely for informational purposes.

6. Limitation of liability
    1. Nothing in these terms shall limit or exclude our liability for:
      • death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
      • any matter in respect of which it would be unlawful for us to exclude or restrict liability.
    2. We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between you and us.
    3. We exclude all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982.
    4. Our total liability to you for all other losses arising under or in connection with any contract between you and us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for Digital Products under these terms and conditions.
7. Data protection
    1. We respect your right to privacy and we will ensure we will comply with our obligations under the Data Protection Act 2018 and the EU law retained version of the General Data Protection Regulation (EU) (2016/679).
    2. For more information on how we handle your personal data, please visit our privacy and cookie policy.
8. General
    1. Assignment: These terms and conditions are between you and us. You can’t transfer or share your rights or duties in these terms and conditions with anyone else without obtaining our prior written consent.
    2. No waiver: No failure or delay by us in exercising any of our rights under these terms and conditions shall be deemed to be a waiver of that right, and no waiver by us of a breach of any provision of these terms and conditions shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
    3. Severance: The provisions of these terms and conditions are severable and distinct from one another, and, if at any time any of such provisions is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the others won’t be affected or impaired.
    4. Third party rights: No one other than you or us has any rights under these terms and conditions.
    5. Entire agreement: These terms and conditions contains the entire agreement between you and us and supersedes any other contract, agreement, or representation made between you and us in relation to the subject matter of these terms and conditions.
    6. No reliance: Each party acknowledges that, in entering into these terms and conditions, it doesn’t rely on any representation, warranty or other provision except as expressly provided in these terms and conditions, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
    7. Governing law and jurisdiction: These terms and conditions, and any non-contractual obligations arising under it, is governed the laws of England and Wales, and the courts of England and Wales will have the exclusive right to deal with any disputes arising from it, whether in respect of its formation or subject matter.