These Terms and Conditions may only be varied with the written agreement of Open Borders Direct Ltd.
To access the tools held on this platform the user must identify as a Guest or sign up to become a subscriber. The subscription fee will be *£25 per month plus VAT and will be taken against a credit card detail submitted at the sign-up stage of the transaction. The first month of the subscription fee will be waived to allow users to explore the platform fully and utilise all the tools designed to help SMEs to trade securely internationally. A charge will be made against a credit/debit card or bank mandate. This can be cancelled in writing with one month’s notice through the website.
These Terms and Conditions shall apply to all contracts for the supply of goods and services by Open Borders Direct® Ltd to the customer/subscriber to the exclusion of all other terms and conditions including any terms and conditions which the customer/subscriber may purport to apply under any purchase order confirmation or similar document.
*correct as of 10th Dec, 2020
1. Definition and Interpretation
1.1.In these Terms and Conditions the following words shall have the following meanings:
“Agreement” means the agreement between Open Borders Direct Ltd and the Customer incorporating either:
1. The agreement for the supply of Goods and/or Services and these Terms and Conditions (including any relevant Purchase Order); or
2. The Framework Agreement for the Supply of Goods and/or Services, these Terms and Conditions (including any relevant Purchase Order), and the order acknowledgement form; or
3. These Terms and Conditions (including any relevant Purchase Order) and a Material Transfer Agreement.
“Associates” shall hereinafter refer to as specialists utilised by Open Borders Direct Ltd in the provision of services whether for training, consultancy or auditing.
“The Business” shall hereinafter refer to Open Borders Direct Ltd, on-line Financial, Import and Export Goods and Services.
“Confidential Information” means any information given to or obtained by ‘The Business’ from the Customer, or by the Customer from ‘The Business’, under the agreement, the disclosure of which would constitute an actionable breach of confidence, which has either been designated as confidential by either party in writing or that ought reasonably to have been considered as confidential [however conveyed or on whatever media stored] including:
a) Commercially sensitive information
b) Information which relates to the business, affairs, assets, trading practices, goods/services, developments, trade secrets, Intellectual Property Rights, Know-how, Personnel, customers and suppliers of either party and all personal data and sensitive data within the meaning of the Data Protection Act 1998.
“Customer” means the person or persons to whom the Agreement is issued. Where the Customer consists of more than one person, the obligations of those persons in respect of the Agreement shall be joint and several.
“Foreground IPR” means rights in any Intellectual Property obtained, found, produced, devised, developed, or made during or generated in the course of the carrying out of the Services and/or providing Goods.
“Goods” means the goods to be supplied by Open Borders Direct as explained in the Purchase order or by ‘Business’ in any other form, including but not limited to email, telephone, letter and fax.
“Information” has the meaning given under s.84 Freedom of Information Act 2000.
“Intellectual Property” means any copyright, design right, trademark, trade name, know-how, patentable invention for the purposes of the Patents Act 1977, database right for the purposes of the Copyright and Rights in Databases Regulations 1997, and all intellectual property, including technical information, the rights to which are protectable by law; and “Intellectual Property Rights.”
“Price” means the charges, taxes and disbursements specified by Open Borders Direct Ltd in the Agreement for the Supply of Goods and/or Services.
“Rolled Over” means taking the ‘Top-Up’ money over to the next contract for the ‘Ask Lesley’ online support service.
“Services” means the services to be supplied by Open Borders Direct Ltd and associates to the Customer as specified in the Agreement.
“Technical Information” means and includes inventions, discoveries (and applications thereof) designs, techniques, drawings, processes, formulae, reports, specifications, practices, procedures, instructions, software and other technical information and data of any kind in whatever form.
“Terms and Conditions” means the Open Borders Direct Ltd.’s Terms and Conditions for the Supply of Goods and Services.
‘Top-Up’ means adding additional credit to the package purchased under the service arrangement for ‘Ask Lesley’.
“VAT” means UK Value Added Tax.
“Writing” is held to include any communications effected by letter, telex, facsimile transmission, electronic mail, or any comparable means.
1.2. Clause headings shall not affect the interpretation of these Terms and Conditions.
1.3. References to any statute, enactment, order, regulation, code, official guidance, or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation, code, official guidance, or instrument as amended or re-enacted from time to time, whether before or after the date of this Framework.
1.4. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of Open Borders Direct Ltd.
1. Goods and Services
1.1. The main business of ‘The Business’ is in the provision of an online platform consisting of an ecosystem of providers of Import/Export advice, Consultancy, Business Support and the facilitation or sale of Financial services support products and tools.
1.2. Open Borders Direct® Ltd agrees to act as a facilitator to provide the Goods and/or Services to the Customer in accordance with the Agreement and will endeavour to act as first line of contact with any third-party supplier and support any escalation procedures in place to find satisfaction of both parties.
1.3. Any written communication in any form ‘reasonably’ inferred to constitute a confirmation of Goods or Services, shall hereby be deemed to have been concluded between ‘The Business’ and customer, in any so medium whether it be by email, post or verbal agreement between yourselves and a representative of Open Borders Direct® Ltd.
2. Liability and Insurance
2.1. Neither the Business nor the individual Directors, staff or associates will accept liability or personal responsibility for loss, consequential loss or damage resulting from, or allegedly resulting from their provision of services.
2.2. If the Services involve the Customer’s employees attending The Business premises, the Customer/subscriber will procure that such employees comply with all security, health and safety, and other relevant procedures whilst on Open Borders Direct Ltd premises.
2.3. Liability for the Safety of Open Borders Direct Ltd Directors, Employees or Training Associates whilst visiting a customers’ site will be the responsibility of that client/site management.
2.4. Attendees at Open Borders Direct Ltd Public Training Events will have liability for their safety as above vested in the ownership and management of the venue at which they shall attend.
2.5. In respect of any breach or breaches of the agreement by Open Borders Direct Ltd, The Partnership shall not be liable to the customer in respect of any resulting:
2.5.1. loss of profit, business, revenue, goodwill or anticipated savings; or
2.5.2. Any indirect or consequential loss or damage.
2.6. The Customer/subscriber shall be liable to Open Borders Direct Ltd for any claim made against Open Borders Direct Ltd as a result of any tort committed by the Customer’s employees or agents whilst on Open Borders Direct Ltd.’s premises.
2.7. If The Business’ performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer/subscriber, its agents, sub-contractors or employees, Open Borders Direct Ltd shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such a prevention or delay.
3. Warranties and Indemnities
3.1. The Customer shall provide The Business, in a timely manner all information and materials that are deemed necessary for Open Borders Direct Ltd to carry out the Services in accordance with the Agreement.
3.2. The Customer warrants that it will provide Open Borders Direct Ltd written notice of any hazards, known or suspected, by the Customer that might potentially arise in the use of such materials or information.
3.3. The Customer warrants that it has the necessary rights and is entitled to use or disclose for the purposes of the services all intellectual property licensed by it to Open Borders Direct Ltd for the purposes of carrying out services.
4. Invoicing and Payment Terms
4.1. All Guest fees become immediately payable upon activation on the Open Borders Direct® platform and will be charged by a credit or debit card collection merchant through the site.
4.2. Payment of Public Training invoices is due immediately.
4.3. Failure to pay in advance may lead to exclusion from attendance with payment still being paid in full.
4.4. Any debt recovery costs incurred may be invoiced in addition to prices agreed.
4.5. All prices agreed are excluding VAT, which will be charged at appropriate rates applicable at the time of the service provision.
4.6. Any invoices for public courses, not paid immediately may be subjected to additional charges of 3% over base rate per month or part thereof. An additional Admin fee for chasing of £50.00 may also be added at the discretion of the directors of Open Borders Direct Ltd.
5. Termination, Confirmation, Cancellation
5.1. The Agreement may be terminated by the subscriber in light of ‘special circumstances’ at the discretion of the directors of Open Borders Direct Ltd.
5.2. Open Borders Direct Ltd may terminate the Agreement immediately by written notice to the Customer if:
5.2.1.the Customer is a Company, and the Company passes a resolution, or the Court makes an order that it should be wound up or that an administrator be appointed, or if the Customer makes a composition or an arrangement with its creditors, or if a receiver or manager or administrator on behalf of a creditor is appointed, or if circumstances arise which entitle the Court or a Creditor to appoint a receiver, manager or administrator or which entitle the court to make a winding up order; or
5.2.2.the Customer being an individual at any time becomes bankrupt, or has a receiving order made against him or her or makes any composition or arrangement with or for the benefit of his or her creditors, or purports to do so; or
5.2.3.The Customer is a partnership and any Partner thereof at any time becomes bankrupt, or has a receiving order made against him or her, or any partner or the Partnership makes any composition or arrangement with or for the benefit of their creditors, or purports to do so.
5.3. Cancellation of In-House training courses notified to Open Borders Direct Ltd by the client will be subject to a 100% cancellation charge, unless notified in writing at least 60 days prior to the course date or unless transferred by mutual agreement to another date.
5.4. Cancellation of Public Training Courses will be subject to a 100% cancellation charge unless notified in writing at least 60 days prior to the course date or unless transferred by mutual agreement to another course.
5.5. Cancellation rights are subject to payment in full for services provided to date.
5.6. Transfer of course or persons attending the course are at the complete discretion of The Business and may be subject to administration charges.
5.7. Cancellation of any other Open Borders Direct services, including but not limited to Helpline, Business Support, etc, will be subject to complete payment to the end of the contract by the client if terminated early, unless otherwise agreed in writing by the directors.
5.8. Cancellation of any internet-based purchase is subject to the Consumer Contracts Regulations, first issued in June 2014. Purchase of items visible on-line are not considered refundable, whereas items not visible are subject to standard conditions of sale.
5.9. Any concerns, problems or service issues must be declared by the subscriber to Open Borders Direct Ltd in writing within 3 days of completion of the event. Anything declared after that may be ignored completely. Open Borders Direct Ltd will try to act in a responsible manner, however refunds are only permitted at the discretion of Open Borders Direct directors. Normally alternative supply will be offered as replacement or discount for future services
6. Assignment and Sub-Contracting
6.1. The Customer/subscriber shall not assign nor sub-contract the Agreement or any part of it without the written consent of Open Borders Direct Ltd, such consent not to be unreasonably withheld.
6.2. The Business shall utilise the expertise and knowledge of outside ‘Associates’ in the provision of services to their customers. Any provision of these services, and subsequent contracts for services, shall not be deemed to be sub-contracted in relation to our and the customers provisions.
7. Confidentiality, Freedom of Information and Data Protection
7.1. Open Borders Direct Ltd undertake to keep confidential any information obtained in pursuance of its services and to protect it from disclosure with the same degree of care as it applies to confidential information of its own of a similar nature.
7.2. All records, data, documents and other property in the possession of The Business as a result of, or for the purposes of, supplying the services identified in the Purchase Order, will be regarded as the property of Open Borders Direct Ltd. This information shall be kept for the use by Open Borders Direct Ltd only and not shared unless the written permission of the customer has been obtained.
7.3. For security and training rights telephone calls may be recorded.
7.4. The Customer shall not, without Open Borders Direct ’s written consent, disclose to any person other than Open Borders Direct any secret or confidential information before or after the date of the Agreement providing that the information:
7.4.1.has not been developed or generated independently by the Customer; or
7.4.2.has not been in the Customer’s possession prior to acquisition; or
7.4.3.is not in the public domain at the time of disclosure through no breach of the Agreement by the Customer; or
7.4.4.is not required to be disclosed pursuant to any court order or statutory or other legal requirement.
7.5. The Customer shall keep confidential and not disclose to any other person either during or after termination of the contract any information whatsoever relating to Open Borders Direct Ltd’s business, any proposals, methodologies and documentation or other information supplied by Open Borders Direct during or before any project or make use of the same in any manner which might be prejudicial to The Businesses’ interests.
7.6. In relation to the above point, Open Borders Direct Ltd shall not disseminate any such information unless demanded under the current law of England or Wales or any subsequent authority.
7.7. The Business complies fully with the terms of the UK Bribery Act 2010 and expects full compliance from any and all associate clients and customers.
7.7.1. Further Information on the UK Bribery Act 2010 can be obtained by asking for our full Bribery & Corruption Policy Documentation.
8.1. The customer/subscriber shall not, and shall procure that the staff do not, unlawfully discriminate either directly or indirectly when performing their obligations under their contract within the meaning of the Equality Act 2010 and any subsequent law relating to discrimination on grounds of any of the following protected characteristics; age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief (including a lack of belief), sex and sexual orientation, and any subsequent Law relating to them.
9. Intellectual Property Rights
Open Borders Direct® COPYRIGHT/TRADEMARK RULES
Copyright © 2020 Open Borders Direct All rights reserved.
Open Borders Direct Ltd holds all copyright and other intellectual property rights for www.openborders.direct. No part of OBD® Platform may be reproduced, copied, distributed, transmitted, translated or adapted in any form or by any means (whether graphic, electronic, or mechanical, and including, without limitation, photocopying, scanning, recording, taping, or by use of computer, the Internet or information retrieval systems) without the written permission of Open Borders Direct Ltd Directors United Kingdom (see below).
9.1 “Open Borders Direct” and “OBD” both are registered trademarks of the Open Borders Direct Ltd.
(Although OBD® is a website designed to encourage and promote the use of the ecosystem of specialist providers to a wider audience of SME businesses respect should be shown to the trademark registration.)
Intellectual Property Use
9.2. Training Course materials provided by Open Borders Direct Ltd for delivery by another party whether on electronic, paper version or made accessible on-line will remain the intellectual property of Open Borders Direct Ltd.
9.2. Delivery to third parties will only be as agreed in terms of the number of delegates and the timescales involved.
9.3. The copyright and all other intellectual property rights whatsoever in any work produced for you including our proposal, debriefing and any other materials whether (excluding limitation) vested, contingent or future shall belong to us absolutely at all times.
9.4. You warrant that any material or information supplied by you and its use by us, will not infringe the copyright or other intellectual property rights of any third party, and you will indemnify Open Borders Direct Ltd against any loss, damage, costs, expenses or other claims arising from any such infringement.
9.5. Information services provided by Open Borders Direct Ltd will remain their Copyright unless the information provided to their client is in the public domain in the same form as transmitted.
9.6. Copyright and Intellectual Property rights are protected by Law and International Treaty, unauthorised reproduction or distribution of Open Borders Direct Ltd training materials may result in severe civil and criminal penalties and will be prosecuted to their fullest extent possible under current law.
10. Data Storage
10.1 Customer and personal data – As Open Borders Direct Ltd operates numerous services, such as training, helpline, business support, writing etc; your personal details are needed to verify that we are allowed to discuss business matters with you on behalf of your company. By choosing to use our services therefore you automatically are selecting to opt-in to the business handling/holding whatever data you supply. This data will also be used for updates and information on a periodic basis as well as marketing activity.
There is an UNSUBSCRIBE option to any elements of the marketing you do not wish to receive. This will not affect your subscription to the full services of OBD®. Once contract ends, if you want your personal data removed, we can, but please remember this may affect you if you return or change business later.
10.2 Supplier and personal data – To operate the many services detailed above for customers the support of suppliers is also required. Suppliers and individuals employed by OBD® will be added to our database purely for the purpose of quick response should the item(s) or service be required again. As previously, by accepting Open Borders Direct Ltd terms and conditions provides the acceptance and automatic opt-in that data will be held/handled as required. This data will not be used for marketing or advertising purposes. Should you wish to opt out or have your personal data removed at any point please contact us immediately – firstname.lastname@example.org
11. Force Majeure
Open Borders Direct Ltd shall be under no liability for any failure to perform any of its obligations under the Agreement if and to the extent that the failure is caused by an act of God, War, riots, civil commotions, strikes, Lock-Outs, Trade Disputes, fires, breakdowns, interruptions of transport, governmental action or restriction, shortages of labour or materials, delay in delivery by Open Border Direct Ltd suppliers or any other cause whatsoever (whether or not similar to the forgoing) outside the control of directors of Open Borders Direct Ltd.
12. Third Party Rights
12.1 A person who is not a party to the Agreement (a “Third Party) shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 (the “Act”) to enforce any of these conditions.
12.2 Any right or remedy of a third party which exists or is available apart from the Act is not affected.
13.1. Use of www.openborders.direct website in any way that causes, or may cause, damage to the website or impair the use or accessibility of the website; or in any unlawful, illegal, harmful or fraudulent way or activity will initiate legal action and recourse.
13.2. Use of www.openborders.direct website to copy, store, transmit, host, send, distribute or publish material which contains any malicious computer software in any way shape or form is prohibited.
14. Supplement to Terms and Conditions – “Ask Lesley” online support
14.1. Provisions of the Service:
14.1.1. Open Borders Direct Ltd shall only adhere and abide to the terms of the contract between themselves and the subscriber with regards to the subscription package purchased.
14.1.2. Any services sought above the boundaries of the subscription package purchased by the subscriber, shall not take effect unless subscriber enters into a separate ‘TOP UP’ or project fee specifically separate from the subscription rate agreed. The subscription will continue to support the subscriber as before maintaining separation from the out-of-scope project.
14.1.3. Notification of package ‘over-use’ shall be made online via the ‘member’s area’ or via a representative from Open Borders Direct Ltd. Payment of additional monies can be made via the Open Borders Direct Ltd website or via invoice from in-house representatives after consultation and agreement.
14.1.4. If the subscriber refuses to transfer to another agreement Open Borders Direct Ltd reserve the right to terminate the contract immediately with complete loss to the principal of any advanced fees paid
Subscriptions may be resigned from Open Borders Direct Ltd at any time by email to Admin@openborders.direct. Please note that only written resignations can be accepted.
For paid subscriptions refunds (either in whole or in part) will only be made if resignation is received up to a maximum of 20 days after the due subscription has been paid.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
17.1. These terms, together with the Agreement, constitute the entire agreement between us, supersede any previous agreements or understandings and all other terms, express or implied by statute or otherwise are excluded to the fullest extent permitted by law.
17.2. No failure or delay by us to exercise any of our rights within the agreement shall be held to be a waiver of that right, and no waiver of any breach of the agreement shall be considered as a waiver of any following breach of the same or any other provision.
17.3. Open Borders Direct Ltd reserves the right to revise their terms and conditions at any time. Any such revision will be binding and effective immediately upon posting of the revised agreement on our website.
17.4. If any of these terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of these terms and the remainder of the provisions in question shall not be affected.
17.5. Nothing in the Agreement shall be construed so as to create a partnership or joint venture between the parties or have the effect of making an employee of the Customer a servant of Open Borders Direct Ltd or making any representative of Open Borders Direct Ltd an employee or servant of the Customer.
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