YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 12 (LIMITATION OF LIABILITY)
1. About us
1.1. Company details. NOF Energy Limited ("we", "us" or "our") herein referred to as NOF, is a company registered in England and Wales under company number 05933450. Our registered office is at First Floor, Thames House, Mandale Business Park, Belmont Industrial Estate, Durham, DH1 1TH. Our VAT number is 499342693. We operate the website www.nof.co.uk.
1.2. Contacting us. To contact us telephone our customer service team at +44(0)191 3846464 or e-mail business@nof.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 17.2.
2. Our contract with you
2.1. Our contract. These terms and conditions ("Terms") apply to the order made by You for the supply of services, including any deliverables (if applicable) ("Services") by us to you ("Contract"). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
Language. These Terms and the Contract are made only in the English language.
Your copy. You should print a copy of these Terms or save them to your computer for future reference.
3. Placing an order and its acceptance
3.1. Placing your order. Please follow the onscreen prompts to place an order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services, which may include any output such as reports, (Services) subject to these Terms.
3.2. Accepting your order. Our acceptance of your order takes place when we send an email to you accepting it ("Order Confirmation"), at which point and on which date the Contract between you and us will come into existence ("Commencement Date"). The Contract will relate only to those Services confirmed in the Order Confirmation.
3.3. If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4. Cancelling your order and obtaining a refund
4.1. You can only cancel the Contract and receive a refund, in accordance with our Cancellation and Refund Policy which can be found
4.2. If you cancel the Contract in accordance with the Cancellation and Refund Policy, we will issue a refund (if applicable) by the method used for payment.
5. Our services
5.1. Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues, brochures or the website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
5.2. Subject to our right to amend the specification (see clause 5.3) we will supply the Services to you in accordance with the specification for the Services appearing on the website at the date of your order in all material respects.
5.3. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in any such event.
5.4. We warrant to you that the Services will be provided using reasonable care and skill.
5.5. We will use reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract. For the avoidance of doubt, time shall not be of the essence for performance of the Services.
5.6. The terms implied by sections 3 to 5 inclusive and sections 13 to 15 inclusive of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
6. Your obligations
6.1. It is your responsibility to ensure that:
6.1.1. the terms of your order are complete and accurate;
6.1.2. you co-operate with us in all matters relating to the Services;
6.1.3. you provide us, our employees, agents, consultants and subcontractors, with access to any facilities as we may reasonably require;
6.1.4. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
6.1.5. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
6.1.6. you comply with all applicable laws, including health and safety laws;
6.1.7. you keep all of our materials, equipment, documents and other property ("Our Materials") at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation; and
6.1.8. you comply with any additional obligations as we may reasonably require in order to provide the Services.
6.2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 ("Your Default"):
6.2.1. without limiting or affecting any other right or remedy available to us, we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 15 (Termination);
6.2.2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
6.2.3. it will be your responsibility to reimburse us for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
7. Charges
7.1. In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 7.
7.2. The Charges are the prices as quoted on Eventbrite at the time you submit your order.
7.3. If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
7.4. We take reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 7.7 for what happens if we discover an error in the price of the Services you ordered.
7.5. Our Charges may change from time to time, but changes will not affect any order you have already placed.
7.6. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
7.7. It is always possible that, despite our reasonable efforts, some of the Services on the site may be incorrectly priced. Where the correct price for the Services is less than the price stated on the site, we will charge the lower amount and where the correct price for the Services is higher than the price stated on the site, we will contact you using the details you have provided as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
7.8 You must be a member of NOF and have paid your annual subscription to NOF at the time the activity takes place or service is due to be delivered to access member rate. Should you cease to be a member of NOF prior to the date the activity is due to take place or service is due to be delivered NOF reserves at its absolute and sole discretion the right to issue an invoice for the difference between the member rate and the non-member rate.
8. How to pay
8.1. Payment for the Services is in advance. We will take your payment in full upon acceptance of your order.
8.2. You can pay for the Services using a debit card or credit card.
9. Complaints
If a problem arises or you are dissatisfied with the Services, please contact George Rafferty, Director Corporate Services on +(44) 0191 384 6464.
10. Intellectual property rights
10.1. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us. If you acquire, by operation of law, title to any such Intellectual Property Rights it shall assign them to us on request, whenever that request is made.
10.2. We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence to copy any deliverables specified in your order (excluding materials provided you) for the purpose of receiving and using the Services in your business.
10.3. You hereby warrant that you have received all necessary permissions, consents and/or licenses to use all photographs, images, videos or other forms of media you provides to us for use in connections with the Services. In particular, you hereby warrant that you have received the express and informed consent of any person who appears in any such photograph, image, video or other form of media to its use.
10.4. You hereby grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services.
10.5. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with your breach of this clause 10.
10.6. You may not sub-license, assign or otherwise transfer the rights granted in this clause 10.
11. How we may use your personal information
11.1. We will use any personal information you provide to us to:
11.1.2. provide the Services;
11.1.3. process your payment for the Services; and
11.1.4. inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
11.2. We shall comply with all applicable requirements of the General Data Protection Regulation 2016/679 and the Data Protection Act 2018. We shall ensure that We use appropriate technical and organisational security measures to keep the data You or your employees supply secure.
11.3. Further details of how we will process personal information are set out in our Privacy Policy which can be found here.
12. Limitation of liability:
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
12.1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
12.1.1. death or personal injury caused by negligence;
12.1.2 fraud or fraudulent misrepresentation; and
12.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.2 Subject to clause 12.3 and 12.4, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contact, tort (including negligence), breach of statutory duty or otherwise shall in no circumstances exceed the Charges paid for the Services by you under the Contract.
12.3. We shall in no circumstances be liable to you for any loss arising from the use of any third party website, plug-in or application in relation to the order.
12.4. We shall in no circumstances be liable to you for:
12.4.1. loss of profits;
12.4.2. loss of sales or business;
12.4.3. loss of agreements or contracts;
12.4.4. loss of anticipated savings;
12.4.5. loss of use or corruption of software, data or information;
12.4.6. loss of or damage to goodwill; and
12.4.7. any indirect or consequential loss.
12.5. Nothing in these Terms limits or affects the exclusions and limitations set out in our terms of website use.
12.6. This clause 12 will survive termination of the Contract.
13. Confidentiality
13.1. We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 13.2.
13.2. We each may disclose the other's confidential information:
13.2.1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and
13.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
14. Termination
14.1. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
14.1.1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 Business Days of you being notified in writing to do so;
14.1.2. you fail to pay any amount due under the Contract on the due date for payment;
14.1.3. you take any step or action in connection with your entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
14.1.4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
14.1.5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
14.2. On termination of the Contract you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.
14.3. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
14.4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
15. Events outside our control
15.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Force Majeure Event).
15.2. If a Force Majeure Event takes place that affects the performance of our obligations under the Contract:
15.2.1. we will contact you as soon as reasonably possible to notify you; and
15.2.2. our obligations under the Contract will be suspended and the time for performance of our obligations will be suspended for the duration of the Event Outside Our Control. We may, at our sole discretion, use commercially reasonable endeavours to arrange a new date for performance of the Services with you after the Force Majeure Event is over but shall not be obliged to do so.
16. Non-solicitation
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
17. Communications between us
17.1. When we refer to "in writing" in these Terms, this includes email.
17.2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
17.3. A notice or other communication is deemed to have been received:
17.3.1. if delivered personally, on signature of a delivery receipt;
17.3.2. 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 at the time recorded by the delivery service; and
17.3.3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the UK.
17.4. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
18. General
18.1. Assignment and transfer.
18.1.1 We may assign or transfer our rights and obligations under the Contract to another entity.
18.1.2. You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without our prior written consent.
18.2. Variation.
Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18.3. Waiver.
If we do not insist that you perform any of your obligations under the Contract, 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 or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
18.4. Severance.
Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18.5. Third party rights.
The Contract is between you and us. No other person has any rights to enforce any of its terms.
18.6. Governing law and jurisdiction.
The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
