SOURCE BIOSCIENCE UK LIMITED TERMS AND CONDITIONS OF USE OF THE SBS ONLINE ACCOUNT
This page (together with the documents referred to in it) sets out the terms and conditions on which you may use the SBS Online Account to acquire Services and Products from us as defined herein. Please read these terms and conditions carefully before registering for an SBS Online Account via our site. You should understand that by ordering the SBS Online Account, you agree to be bound by these terms and conditions.
Please understand that if you refuse to accept these terms and conditions, we will not be able to grant you the facility of an SBS Online Account to pay for Services and Products you order from our website.
You should print a copy of these terms and conditions for future reference.
1. DEFINITIONS AND INTERPRETATION
1.1 In these terms and conditions the following words will (unless the context otherwise requires) have the following meanings:
"Access Information” your registration and/or log in details provided by us which are unique to your SBS Online Account, which, when used via our website, will allow access to any funds within your SBS Online Account for the purposes of paying for our Services and Products.
"Account Application Form" the online form that you are required to complete and submit to us in order to apply for an SBS Online Account.
"Authorised Users" those individuals that you have identified on the original Account Application Form as being authorised to use your SBS Online Account to pay for Services or Products they order from us and, any other individual that you request us to add (by notice in writing) as an permitted user of your SBS Online Account.
"Conditions" the conditions set out below and overleaf;
"Contract" the contract between us and you for the use of the SBS Online Account comprising these Conditions and any documents referred to within them;
“Products” any products which we provide (or agree to provide) to you;
"Reconciled Balance” the balance of funds within your SBS Online Account after all pending transactions have been processed.
“SBS Online Account" the account which we hold associated with your Access Information into which you may deposit money for the purposes of buying Services and/or Products from us.
"Services" any services which we provide (or agree to provide) to you;
"you" / "your" the company, academic institution, firm, body or any representative thereof or any other person who orders Services or Products using the SBS Online Account.
1.2 Any reference in these Conditions to "writing" or cognate expressions includes a reference to facsimile transmission, email or comparable means of communication.
1.3 The headings are for reference only and will not affect the interpretation of these Conditions.
1.4 We reserve the right at any time without liability to correct any clerical, typographical or other similar errors or omissions made by us.
1.5 References to statutes or statutory instruments shall be deemed to be references to those statutes or statutory instruments as the same may be amended or re-enacted from time to time.
2. APPLICATION OF TERMS
2.1 Subject to clause 2.3, the Contract shall be on these Conditions and they will govern the provision and use of the SBS Online Account to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation order, specification or other document).
2.2 No terms, conditions or warranties endorsed upon, delivered with, referred to or stipulated or contained in any purchase order or other similar document delivered or sent by you to us will form part of the Contract.
2.3 No variation to, waiver of or addition to these Conditions or any representation about the SBS Online Account will have any effect unless it is expressly agreed in writing and contains a specific reference to these Conditions. You acknowledge that you have not relied on any statement, promise or representation made or given by, or on behalf of, us which is not set out in the Contract. Nothing in this clause shall limit or exclude our liability for fraudulent misrepresentation.
2.4 By applying for your Account you are agreeing to these Terms and Conditions.
3. INFORMATION ABOUT US
3.1 www.sourcebioscience.com is a site operated by Source BioScience UK Limited ("we", “us” or “our”). We are registered in England and Wales under company number 04078501 and have our registered office and main trading address at 1 Orchard Place, Nottingham Business Park, Nottingham NG8 6PX, United Kingdom. Our VAT number is 813 6499 14.
3.2 We are CPA, GLP, GCP and GMP accredited and licensed by the Human Tissue Authority.
4 SERVICE AVAILABILITY
Our site is only intended for use by people resident in Serviced Countries. In certain unusual circumstances there may be UK government imposed trade restrictions which may prevent us from fulfilling order requests (“Non-Serviced Countries”). Information about restrictions in respect of Non-Serviced Countries can be found at https://www.gov.uk/sanctions-embargoes-and-restrictions. Please review the UK government link to confirm that we can supply to you before ordering from us.
5 YOUR STATUS
By registering for an SBS Online Account through our site, you warrant that:
5.1.1 You are legally capable of entering into binding contracts; and
5.1.2 You are at least 18 years old;
5.1.3 You are resident in a Serviced Country; and
5.1.4 You are accessing our site from that country.
6 OPENING AN SBS ONLINE ACCOUNT
6.1 Applicants for an SBS Online Account shall complete the online application form and click on the submit button.
6.2 We will send you an acknowledgement email from us indicating that your application is being processed.
6.3 When your application has been successfully processed, we will set up a financial account which will be linked to your website registration details and will notify you.
6.4 Once you have received our notice that your SBS Online Account is ready, you will be able to pay funds into your account.
6.5 The funds in your SBS Online Account will be available to you and your Authorised Users to pay for the Services and Products you buy from us.
7.1 If you wish to cancel your SBS Online Account, you must inform us in writing. You must send your written notice of cancellation to email@example.com
7.2 We will acknowledge receipt of your notice of cancellation, and will perform a reconciliation of any outstanding orders.
7.3 We will send you notification of your Reconciled Balance for your SBS Online Account.
7.4 We will return the Reconciled Balance to you by BACS transfer within 30 working days.
7.5 Once we have confirmed your Reconciled Balance, your SBS Online Account will be frozen and you will not be able to pay for any subsequent transactions using your SBS Online Account.
8. ACCOUNTS LIMITS AND USAGE
8.1 The SBS Online Account will be issued for the purchase of our Services and Products only. The funds on your Account will be held by us for your use subject to the conditions herein.
8.2 Funds in your Account will not earn interest.
8.3 We have the right to decline top-ups and transactions.
8.4 You must not spend more than the credit balance you have on your Account.
8.5 We reserve the right to i) block, ii) decline or iii) apply special security procedures in respect of transactions, where fraud is suspected or in the event of other exceptional circumstances.
8.6 The SBS Online Account requires you to make a minimum individual deposit and then to, substantially, maintain that level of fund within your SBS Online Account:
- £100 for UK based customers;
- $100 for customers eligible for the SBS Online Account who are based outside of the UK and using US $ as their currency; and
- €100 for customers eligible for the SBS Online Account who are based outside of the UK and using the Euro as their currency.
8.7 Funds provided by us and credited to your SBS Online Account as part of a promotion may only be used for the purchase of our Services and Products. Notwithstanding anything to the contrary, such funds cannot at any time nor in any event be converted by you into cash to be withdrawn from your Account.
8.8 If you wish to find out details of transactions on or information about your Account you can do so by written request to firstname.lastname@example.org.
8.9 Any refunds for Services purchased with your SBS Online Account will be made in accordance with the relevant terms and conditions for the supply of a given Service or Product where a refund is approved it will be credited directly to your SBS Online Account and a credit note issued.
8.10 If your Account has insufficient funds available to cover the full payment of the Services or Products you are attempting to order, SBS reserves the right to withhold acceptance of your order until such time as your Account is credited by you with sufficient funds or you issue an independent Purchase Order for the balance of payment.
9. KEEPING YOUR ONLINE SBS ACCOUNT ACCESS INFORMATION SAFE
9.1 We will not give Access Information relating to your SBS Online Account to anyone other than you and your Authorised Users.
9.2 Once your SBS Online Account is set up and you have paid funds into it, you are solely responsible for keeping your Access Information safely and securely to prevent unauthorised access or use.
9.3 You must not disclose your Access Information to anyone other than your Authorised Users and it is your sole responsibility to procure that your Authorised Users understand and agree to keep their Access Information safe and confidential.
9.4 If you suspect that someone other than an Authorised User knows your Access Information or that your SBS Online Account is being used in an unauthorised manner, you must notify us immediately on +44 (0)115 973 9018 or email: email@example.com). We will take immediate action to suspend your SBS Online Account.
10. AUTHORISED USERS OF YOUR ACCOUNT
10.1 We will link all of your Authorised Users to your SBS Online Account. This means that they will be able to pay for Services and Products using your SBS Online Account.
10.2 Once your SBS Online Account has been set up, it is your sole responsibility to manage the security and use of your SBS Online Account.
10.3 It is your responsibility to make any Authorised Users of the Account aware of these Terms and Conditions.
10.4 If you or an Authorised User of your Account changes name, or contact details such as postal or email addresses you must notify us within five working days.
10.5 You must provide us with immediate written notification of any changes to your list of Authorised Users (including additions and deletions). Until receipt of such notification, we cannot amend their access rights and we will not be liable for an Authorised Users access to, and use of your SBS Online Account unless or until we receive your written notice of deletion of an Authorised User(s).
10.6 Transactions on your SBS Online Account will be presumed authorised where correct Access Information is utilised and we shall have no responsibility or liability whatsoever for unauthorised transactions if correct Access Information has been used.
11. REPORTING TRANSACTION DISPUTES
11.1 You are responsible for reviewing and checking the transactions relating to your SBS Online Account from our invoices sent to your invoice address. If you believe that any of the transactions on your SBS Online Account were unauthorised you must notify us immediately.
11.2 In the event of a mistake or incorrect posting to your SBS Online Account, you must notify us as soon as you become aware (and in any event, no later than ten working days from the date of the relevant invoice).
11.3 Upon receipt of your notification of a disputed transaction, we will conduct an investigation.
11.4 If our investigation reveals that there have been incorrectly executed transactions on your Account as a result of an error on our part then so long as you have notified us within the timescales specified in 11.2, we will rectify the error and you will not be liable for the incorrectly executed sums on your Account.
12. CONFIDENTIAL INFORMATION, PROTECTING YOUR PERSONAL DATA
12.1 Each of you and us shall keep strictly confidential all information concerning the business and affairs of the other together with any information disclosed under the Contract.
12.2 We are the data controller of any personal data given to us in connection with your SBS Online Account.
12.3 We will process and retain personal data in order to open, administer and run your SBS Online Account and to deal with any enquiries you have about it.
12.4 If we suspect that we have been given false or inaccurate information, we may record our suspicion together with any other relevant information.
12.5 If false or inaccurate information is provided and fraud is identified, we may pass details to Fraud Prevention Agencies ("FPAs") to prevent fraud.
12.6 We may check all personal information given by you with FPAs and other organisations, and we may get information about you from credit reference agencies to verify your identity. A record of such enquiries may be left on your file.
12.7 If a debit balance arises on your Account you will be requested to clear this amount by return payment and should you not pay back the money owed when asked we may provide information about you to credit reference agencies.
12.8 Personal data may also be transferred confidentially to other organisations within the SBS group of companies so that we can run your Account.
12.9 We reserve the right to process data in countries outside the European Union.
13 WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to firstname.lastname@example.org . We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 13 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
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 a Contract that is caused by events outside our reasonable control ("Force Majeure Event").
15.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
15.2.1 Strikes, lock-outs or other industrial action.
15.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
15.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
15.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
15.2.5 Impossibility of the use of public or private telecommunications networks.
15.2.6 The acts, decrees, legislation, regulations or restrictions of any government.
15.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
16.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
16.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
16.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14 above.
If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
18 ENTIRE AGREEMENT
18.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
18.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
18.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.
19 OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
19.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
19.2 You will be subject to the policies and terms and conditions in force at the time that you order Services and Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you).
20 LAW AND JURISDICTION
Contracts for the purchase of Services and Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
21 HOW WILL YOU KNOW ABOUT ANY CHANGES TO THESE TERMS AND CONDITIONS?
We will provide you with notice of changes to these Terms and Conditions. We may, at our sole discretion, provide you with notice, by post, email or by directing you to a web address where you can access the updated Terms and Conditions. Except in exceptional circumstances, e.g. customer fraud or a security breach, we will give you 30 days notice of any material change. Changes will be deemed to have been accepted unless you notify us to the contrary.