Otakada Digital Download Terms and Conditions
These terms and conditions (as amended from time to time) apply whenever you purchase digital content from this website.
1. Meaning of key terms
“purchase price” means the price of purchasing our digital content as stated on the website from time to time.
“digital content” means any software, reports or other Intellectual Property made available through the website which can be downloaded or accessed online.
“services” means using the website, completing online forms, purchasing digital content and any related activities.
“website” means http://www.otakada.org , http://store.otakada.org , via which we sell digital content.
“we” “us” and “our” refer to Montech Technologies LLC a limited liability company registered in the state of Delaware, USA
“you” and “your” refer to you, the purchaser and any organisation on behalf of which digital content is purchased by you from the website.
“your organisation” means the organisation which you represent when purchasing digital content from us via the website.
2. Agreement & Basis of Sale
By paying the purchase price, you are agreeing to enter into an agreement with us to purchase digital content in accordance with these terms and conditions of sale. You confirm that you have authority to bind any organisation on whose behalf you purchase products.
Each order placed by you to purchase digital content via the website shall be deemed to be an offer by you to purchase digital content from us in accordance with these terms and conditions, and no order submitted by you shall be deemed to be accepted by us until you receive a confirmation email from us which contains a link that enables you to download or access digital content from the website.
It is your responsibility to ensure that the information you provide is accurate and complete, and we will not be liable for any errors in, or omissions from, your responses/order. Please see sections 6 below for more information about our liability to you under this agreement.
No contract shall be formed unless and until you are in receipt of a confirmation e-mail from us, which contains a link that enables you to download or access digital content from the website. A contract is formed between us when the confirmation e-mail has been received by you, and not before. Any such confirmation e-mail will be sent to the email address linked to your account on the website (or the email address to which you request the digital content to be sent (if this is different)) once we receive confirmation from Selz that you have paid the purchase price in full, and in cleared funds. For the avoidance of doubt, the taking of any payment from you does not indicate that a contract has been formed between you and us.
No variation to these terms and conditions shall be binding unless agreed in writing by Montech Technologies LLC
Our employees and agents are not authorised to give any representations relating to the digital content by telephone or e-mail in response to a specific enquiry or otherwise, and any such responses are given in good faith, but it is for you to satisfy yourself of the suitability of the digital content for your particular requirements.
We recommend that you print a copy of these terms immediately before you pay for digital content for future reference. However, should you need a copy of the terms applicable to your purchase at some point in the future, please email us at firstname.lastname@example.org
3. Price of the digital content & terms of payment
The purchase price of the digital content shall be the price quoted on the website from time to time. We reserve the right to change prices for digital content at any time and do not provide price protection or refunds in the event of a price drop or promotional offering. We reserve the right to change options relating to digital content from the Website without prior notice.
The purchase price is exclusive of value added tax (and any other similar or equivalent taxes imposed from time to time by the US Government) which will be payable in addition to that sum in the manner and at such rate as prescribed by law from time to time, and which shall be added to the purchase price prior to checkout.
Payment shall be due at the time an order is placed by you via our website, and all payments will be processed on our website by Selz. Payment can be made via the website using a credit or debit card.
No links to digital content shall be sent to you until payment of the purchase price in full, and in cleared funds, is received by us.
You are not entitled to make any deduction from, set-off, or retention of, the amounts due under these terms and conditions unless you have a valid court order requiring an amount equal to such deduction, set-off or retention to be paid by us to you.
If we are unable to provide you with the digital content for any reason (other than due to an error or technical issues on your part, for example, you providing us with an incorrect e-mail address) within 7 days of your payment being received by us, you will be entitled to a refund of the purchase price. For the avoidance of doubt, if we refund the purchase price to you, we will be under no obligation to provide you with the digital content.
4. Delivery of the digital content
Once we have received confirmation from Selz that your payment has been received in full and in cleared funds, pursuant to section 3 above, we will send an email to the email address that is linked to your account on the website (or the email address to which you request the report be sent (if this is different)), which will contain a link back to your account where you will be able to download or access the digital content.
You will also be able to download or access the digital content from the website directly by clicking the confirmation email in to your account. Your ability to download the digital content from the website will be available for up to the time set out on your download link from the purchase date. After this time, you may no longer be able to access the digital content.
We will not be liable to you in any manner or be deemed to be in breach of the agreement because of any delay in delivery of the digital content if the delay or failure was due to any cause beyond our reasonable control (“force majeure condition”).
Without prejudice to the generality of the preceding paragraph, force majeure conditions shall include, but shall not be limited to: governmental actions, war or threat of war, national emergency, riot, civil disturbance, sabotage, insurrection or requisition; act of God, fire, explosion, flood, tempest, epidemic or accident; import or export regulations or embargoes or compliance with any governmental, parliamentary or local authority order, rule, regulation, direction or bye-law; strikes, lock outs or other industrial actions or trade or labour disputes (including actions or disputes involving the Seller’s workforce); power and/or network failures.
5. IMPORTANT INFORMATION ABOUT OUR LIABILITY TO YOU – Limit of our liability
Nothing in these terms and conditions limits any liability that we may have to you in respect of any loss caused by our fraud, fraudulent misrepresentation or reckless disregard of our professional obligations or in any other situation where the law prohibits us from excluding or limiting our liability to you, including in respect of any death or personal injury resulting from our negligence.
In all other cases, we limit our liability for any claims made in respect of our negligence and/or breach of contract (including in respect of any omission) or in any other way arising from any digital content that you purchase and the provision of any related services to you or your organisation to a maximum of $100 in aggregate.
Except as expressly stated in these terms and conditions, we do not give any representation, warranties or undertakings in relation to the digital content or any related services Any representation, condition or warranty which might be implied or incorporated into these terms and conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the digital content will be suitable for your purposes.
The extent to which any loss or damage will be recoverable by you or your organisation from us will also be limited so as to be in proportion to our contribution to the overall fault for such loss or damage, taking into account any contributory negligence by you and/or your organisation and any negligence by you and/or your organisation’s other advisers and/or any third party responsible to you and/or your organisation and/or liable in respect of such loss or damage.
We accept no liability towards any third parties who may have access to or who may use the digital content in any way, including any advisers who may be advising you or your organisation, even if that adviser has purchased the digital content.
6. Electronic communication
We will use ordinary e-mail to communicate with you and to send you a link via which you will be able to download or access digital content. Communications sent by e-mail are not secure and we do not accept any liability arising in connection with this. Users will be required to click email links login securely to their account through their preferred web browser in order to gain access to a digital content. No digital content will be supplied directly by email.
In addition, you are solely responsible for ensuring that any email addresses and any other contact details provided by you to us are correct and kept up to date.
7. Data protection
In connection with the use of this service by you we may process “personal data” (referred to below as personal information) acting as a “data controller” or as a “data processor” on your behalf as such terms are defined in the Data Protection Act
The personal information we process as a data controller includes information about, and received from, you. This information may also be obtained from other third parties, such as credit reference agencies. The information we hold includes:
- personal information such as name, address and contact information (including email address); and
- payment information (including debit and/or credit card details).
We will use this information to provide the services to you and to deal with any enquiries that you may make.
We may also process this information for the purpose of compliance with applicable laws and regulations, or to defend ourselves in claims under such laws, or where necessary to exercise our legitimate business interests. Relevant portions of this information may also be used for other secondary legal, administrative and management purposes such as audits and research.
This personal information will be held in accordance with the applicable data protection legislation.
In providing the services to you, we may also act as a data processor in respect of personal information provided by you, or by third parties on your behalf or which we obtain for you. We will process this personal information in accordance with your instructions and will take appropriate technical and organisational measures against unauthorised or unlawful processing of this personal information and its accidental loss, destruction or damage.
We may share the personal information we hold as a data controller or data processor with members of Montech Technologies LLC or any Affiliated Office and other advisors, service providers or other third parties (some of which may be outside the USA which do not have laws protecting the use of personal information) in connection with conflict clearance and other administration or compliance requirements or the performance of legal, administrative or related services (including those referred to below). We may also disclose personal information to our insurers and their advisors, or to third parties and their advisors in connection with any merger, acquisition or disposal of all or part of our business. We will only disclose personal information to other people or organisations:
- if we have obtained your consent or instructions to do so; or
- where we are required or permitted to do so by law; or
- if those people or organisations are providing a service to us or you.
Sometimes we may ask other companies, including companies located outside of America, to undertake back office administration on our behalf, such as processing invoices, banking administration, payment and receipt of client monies, typing and other secretarial services.
Where we transfer personal information to service providers or advisers in other countries (some of which may be outside the USA which do not have laws protecting the use of personal information), we will do so on the basis that the recipient provides appropriate technical and organisational measures against unauthorised or unlawful processing of this personal information and its accidental loss, destruction or damage.
However, such information may be accessible by law enforcement agencies and other authorities in those countries to prevent and detect crime and to comply with legal obligations.
Any personal information supplied by us to you about our employees and/or third parties may only be used for the express purposes for which that information is provided to you.
8. Retention of digital content
Copies of any digital content generated by us for you will be stored on a secure server, operated by us, or such other digital media partner as we may elect to use from time to time (our digital media partner).
We and our digital media partner may retain copies of any reports generated for you for up to 15 years from the date on which the report is generated for legal and regulatory purposes.
9. Use of website
Therefore, we strongly recommend that you save a copy of any content that you purchase when you first download them.
If you cannot access the website or content on your account on the website for any reason, you can email us at email@example.com to ask for a copy of any digital content that you have purchased to be emailed to you. Once a link to digital content has been emailed to you in response to such a request, it is your responsibility to ensure that you retain a copy of the digital content and we will not be obliged to send you any further copies of the digital content.
We reserve the right to modify or withdraw, temporarily or permanently, the whole/any part of Website with or without notice to you and you confirm that we shall not be liable to you or any third party for any modification to or withdrawal of the Website. The Website is subject to constant change. You will not be eligible for any compensation because you cannot use any part of the Website or because of a failure, suspension or withdrawal of all or part of the Website.
You agree to be fully responsible for (and fully indemnify us against) all claims, liability, damages, losses, costs and expenses (including legal fees) suffered by us and arising out of any breach of these Conditions by you or any other liabilities arising out of your use of the Website, or the use by any other person accessing the Website using your computer or internet access account.
We are not responsible for the availability of any external sites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content (including misrepresentative or defamatory content) of any third party websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external sites or resources. You are hereby granted a revocable and non-exclusive licence to create a hyperlink to the Website subject to such hyperlink not portraying Montech Technologies, their licensors or their services/products in a false, misleading, derogatory or otherwise offensive manner and subject to you not using any logo/trade mark or other proprietary graphic owned and/or controlled by Montech Technologies as part of or in conjunction with the hyperlink.
We have the right, but not the obligation, to monitor any activity and content associated with the Website. We may investigate any reported violation of these Conditions or complaints and take any action that we deem appropriate (which may include, but is not limited to, issuing warnings, suspending, terminating or attaching conditions to your access and/or removing any materials from the Website).
You acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all material or content supplied as part of the Website shall remain at all times vested in us or our licensors. You are permitted to use this material only as expressly authorised by us.
You acknowledge and agree that the material and content contained within the Website is made available for your personal use and you may download any digital media purchased hereunder and view on your computer or other similar personal device. Any other use of the material and content of the Website is strictly prohibited. You agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content. Please be aware that when you complete a purchase. We constantly monitor the internet and P2P websites for breaches of our and our licensors copyright emanating from content originally purchased from the Website. If we detect that you have without our authority either personally or by way of assistance/facilitation of any third party, copied, reproduced, transmitted, published, displayed, distributed, commercially exploited or created derivative works of our or our licensors material and content then we have the right to (a) suspend your user accounts, including any outstanding credits and (b) inform any relevant authorities empowered to act upon such unauthorised activity and/or copyright owners who’s copyright may have been breached for them to take such necessary action as may be required. This will mean that we will be entitled to pass on your contact details to them.
You should assume that everything you see and read on the Website is copyrighted unless otherwise noted and may not be used except as provided by the Conditions.
You expressly agree that your use of, or inability to use any services provided on the Website is at your sole risk. All Digital downloads provided via the Website are provided “as is” and “as available” for your use, without warranties of any kind, either express or implied, including all implied warranties of merchantibility, fitness for a particular purpose, title and non infringement.
We do not represent or guarantee that any service provided via the Website will be free from loss, corruption, attack, viruses, interferences, hacking or other security intrusions and we disclaim any liability relating thereto.
We will not be liable in contract, tort or otherwise if you incur loss or damage by connecting to the Website through a third party’s hypertext link.
Notwithstanding any other provision in the Conditions, nothing shall limit your rights as a consumer under English law where or insofar as such rights cannot be derogated from by contract.
If any part of the Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from these Conditions and shall not effect the validity and enforceability of any of the remaining provisions of the Conditions.
1o. Intellectual Property Rights
We retain ownership of any and all copyright or other intellectual property rights in the report and any other media created by us, including but not limited to the website and any e-mails sent by us to you.
Subject to payment in full of the purchase price, you and your organisation will have an exclusive licence to use the digital content for your organisation’s own business purposes only, but you do not obtain ownership of the copyright or any other intellectual property rights subsisting in the digital content and you will not have any rights to distribute or use the digital content for purposes not relating to your organisation’s business.
You hereby grant us a licence to use the information submitted to us. We may retain records of the information that you submit to us for up to 15 years from the date on which you submit the information for legal and regulatory purposes.
We are under a professional and legal obligation to keep your affairs confidential unless you instruct us to disclose information or we are compelled to disclose it by law. We may however disclose confidential information to any member of Montech Technologies Limited, our insurers, our auditors, any auditors we may instruct for the purposes of any externally accredited quality mark or other professional advisers instructed by us provided in all cases that we impose a duty of confidentiality upon them.
Sometimes we may ask other companies, including companies located outside of theUSA, to undertake back office administration on our behalf. We may disclose confidential information to such service providers to the extent that it is necessary for the performance of such administrative services. We will always have implemented a confidentiality agreement with these outsourced providers.
12. Legal professional privilege
The advice contained in any digital content may enjoy special protection from being disclosed in litigation or other circumstances. However, this could be lost if the digital content is circulated beyond the original recipient. Although this is a complex area, our general advice is that you should treat the content as confidential and avoid circulating it any more widely than necessary.
13. Insolvency and breach by you
This section applies if you commit any breach of the agreement or of any other contract between you and us or if you have a bankruptcy order made against you or you make any voluntary arrangement or composition with your creditors or otherwise take the benefit of any statute for the time being in force for the relief of insolvent debtors (or being a company or body corporate) convene a meeting of creditors (whether formal or informal) or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of a reconstruction or amalgamation, or a resolution is passed or a petition presented to any court for the winding-up of your organisation or for the granting of an administration order in respect of your organisation or any proceedings are commenced relating to the insolvency or possible insolvency of your organisation; or an encumbrancer takes possession or a manager, administrator, receiver or administrative receiver is appointed over any of the property, undertaking or assets of your organisation (or part thereof); or your organisation ceases or threatens to cease to carry on business; or if any distraint, lien, hypothec, execution (whether legal or equitable) or other process is levied or enforced on any property of your organisation and is not paid out, withdrawn or discharged within 21 days; or your organisation is unable to pay its debts; or we reasonably apprehend that any of the events mentioned above are about to occur in relation to your organisation and we notify you of the same accordingly.
If this section applies then without prejudice to any other right or remedy available to us, we shall be entitled to cancel the agreement or suspend the delivery of the report to you without any liability to you.
14. Complaints procedure
Whilst we hope that you find the digital content helpful, if you feel that we have not met the standards you expect, please let us know immediately. You may raise concerns by emailing us at firstname.lastname@example.org
If any part of these terms and conditions is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed and will be ineffective but without affecting any other provisions of this agreement which will remain in full force and effect.
16. Full terms and conditions
This agreement sets out the entire agreement between you and us and supersedes any previous agreement or understanding and may not be varied except in writing between you and us.
17. Variation & alterations
We reserve the right to amend these terms and conditions of sale in the future, and we advise you to consult the terms and conditions on the website each time you order a report.
18. Governing law and jurisdiction
These terms and conditions and matters arising out of them and the provision of the services and any goods (including the report) by us, are governed by the laws of the state of Delaware.
Except as set out below, the courts of Delaware will have exclusive jurisdiction to settle any dispute between us (including any claims for set-off or counter claim). Both you and we irrevocably agree to submit to such jurisdiction and irrevocably waive any objection to any action or proceeding being brought in those courts or any claim that such action or proceeding has been brought in an inconvenient forum.
The agreement contained in the paragraph directly above is included for our benefit. Accordingly, we reserve the right to bring proceedings in any other court of competent jurisdiction and you irrevocably waive any objection to, and agree to submit to, the jurisdiction of such courts. The taking of proceedings by us in one or more jurisdictions will not preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.
You agree that any judgment or order of any court referred to above will be conclusive and binding and may be enforced in the courts of any other jurisdiction.