WEBSITE DOWNLOAD LICENSE AGREEMENT
WARMAFLOOR BIM FILES
PLEASE READ CAREFULLY BEFORE DOWNLOADING ANY SOFTWARE FROM THIS WEBSITE:
This licence agreement (“Licence“) is a legal agreement between you (“Licensee” or “you“) and Warmafloor (GB) Limited, a company incorporated and registered in England and Wales with company number 3104571 (“Warmafloor”).
IMPORTANT NOTICE TO ALL USERS:
BY DOWNLOADING THE BIM FILES FROM THIS WEBSITE, YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 6 AS WELL AS EXPLICIT CONSENT FOR DATA TRANSFERS OUTSIDE THE EU.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE BIM FILES TO YOU AND YOU MUST DISCONTINUE THE DOWNLOADING PROCESS NOW. IN THIS CASE YOU MAY NOT DOWNLOAD OR ORDER ANY SOFTWARE OR DOCUMENTS FROM THIS WEBSITE, INCLUDING THE BIM FILES.
You should print a copy of this Licence for future reference.
BIM Files: the Warmafloor BIM files including (but not limited to) details of Warmafloor products, designing and installation intelligence and routing logic.
Solution: A Warmafloor Solution, such as the Warmafloor Under Floor Heating system, which is based on a design consisting of Warmafloor parts such as: pipes, manifolds, system controls and accessories, including design calculation details.
In consideration for the mutual obligations contained in this agreement, Warmafloor grants the Licensee a free of charge, revocable, non-exclusive and non-transferable license to download, install and use the BIM Files in order to design Solutions for a specific project under the terms and conditions as stated below.
The Licensee acknowledges that Warmafloor is at all times entitled to terminate this Agreement upon notice and stop any and all activities relating to the BIM Files. Following any such termination, the Licensee is not entitled in any way whatsoever to any compensation.
Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must immediately cease all activities authorised by this Licence; and
(c) you must immediately delete or remove the BIM Files from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the BIM Files then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
The Licensee is responsible for the proper installation of the BIM Files on Licensees’ computer(s).
The Licensee shall register with Warmafloor all employees who are the contact persons for the Licensee relating to this Agreement, including their email addresses by emailing Warmafloor at email@example.com Warmafloor is entitled to store and use contact details (including for the purposes stated below) and BIM Files downloaded by the Licensee and the Licensee will itself ensure a proper distribution of updates and BIM Files related communications within its company. As and when notified to do so by Warmafloor, the Licensee shall update the BIM Files it has previously installed with any updates made available to it by Warmafloor.
Collection of data, use, right to object / access / rectify and security of Licensee’s data:
Licensee’s data shall be processed for the purposes of fulfilling any agreement between Licensee and Warmafloor, fulfilling a request from Licensee for information or advice, informing the Licensee about communications concerning BIM Files and updates to the BIM Files, meeting statutory or other legal requirements and providing an optimal service. Warmafloor may provide Licensee’s data to Warmafloor group companies for the same purposes as referred to above. In no event will Licensee’s personal data be transferred to other parties, which do not have an adequate level of protection, without Licensee’s prior consent.
Further, Licensee’s personal data will only be provided to (or used on behalf of) third parties for direct marketing purposes where the Licensee has consented to such processing and use of personal data. The Licensee hereby agrees that Licensee’s personal data might be transferred among other entities associated with the Warmafloor Group around the world/ to other countries outside the EU, after fulfilling statutory requirements.
At all times Licensee can object to the use of Licensee’s data for direct marketing purposes. At all times Licensee can request access to and/or rectification and/or deletion of Licensee’s data. For these purposes an email should be sent to firstname.lastname@example.org
The storage and transfer of Licensee’s data through the internet are secured by means of the current usual techniques.
Warmafloor is entitled without prior notice or consent of Licensee to issue new versions of the BIM Files. Warmafloor shall use reasonable endeavours to inform the registered employees of Licensee by e-mail of an anticipated new version. Licensee shall ensure that such new versions are properly distributed and installed by all users of the BIM Files. Licensee shall at all times use the latest version of the BIM Files for the designing of a Solution, including to avoid the risk of a design based on outdated BIM Files containing products which are no longer available from Warmafloor anymore.
Warmafloor shall make reasonable efforts to verify the accuracy of anything comprised in the BIM Files as disclosed to Licensee and to assure that any services or assistance performed by Warmafloor are of reasonable quality. Licensee shall promptly notify Warmafloor of any failures in the BIM Files, or any service or assistance performed by Warmafloor.
Licensee’s contact persons for Warmafloor, required under clause 3 above, will supply all the requested information and assistance to Warmafloor’s helpdesk in order to explain and replicate the problem. Warmafloor shall use reasonable efforts to correct any failure in the BIM Files a soon as is reasonably possible free of charge.
Licensee recognizes Warmafloor does not control, observe, review or otherwise give oversight to Licensees’ designing processes and that Licensee is solely responsible for the design of the Solution. Licensee warrants that in designing a Solution with the BIM Files it shall observe and strictly follow the instructions of Warmafloor and fully comply with the applicable standards and regulations as imposed by local authorities. Licensee acknowledges that routing logic (connection possibilities) as included in a design developed with the use of the BIM Files may contradict with local regulations. In such case Licensee shall adapt the design of the Solution to comply with local regulations.
To the fullest extent permitted by law, Warmafloor shall not be liable to Licensee for any losses, expenses, costs or damages of whatsoever nature, whether direct or indirect, arising out of or resulting from the use of the BIM Files or the design of the Solution.
At its sole costs and expenses, Licensee agrees to defend, indemnify and hold Warmafloor harmless from and against all loss, costs, expenses (including legal fees), damages and liabilities, irrespective of its cause, resulting directly or indirectly from the conduct of Licensees’ business, including but not limited to the use of the BIM Files and the design of the Solution.
Nothing in this agreement shall limit or exclude either party’s liability for death or personal injury caused by its negligence, fraud by or on the part of it, and any liability which cannot by law be limited or excluded.
The BIM Files and the use thereof are confidential. Licensee shall preserve and protect the confidential nature of the BIM Files accordingly and shall not disclose the BIM Files to third parties without the prior written consent of Warmafloor. This obligation shall not apply with regard to any information which the Licensee can demonstrate to have possessed prior to disclosure or to have received after such disclosure in good faith from any third party or which has become generally known in the trade. It is explicitly agreed that BIM Files submitted to Licensee will under no circumstances be made available to an affiliated company or to Licensees’ direct and/or indirect shareholders and their affiliated companies and subsidiaries.
Licensee is prohibited to:
The provisions of this Article shall apply to the fullest extent permitted by law and –regardless of fault- shall survive termination, expiration or annulment of this Agreement.
All rights to, title and interest in the BIM Files including the underlying ideas, inventions, processes and data, shall vest in Warmafloor. Licensee acknowledges that no such rights to, title and interest in the BIM Files are granted under this Agreement other than the specified limited rights set forth in this Agreement which may be revoked in accordance with the terms of this Agreement. Licensee shall forthwith notify Warmafloor of any third party’s use or threatened infringement of Warmafloor’s BIM Files or other intellectual property rights as soon as Licensee becomes aware of such (potential) infringement. Licensee shall supply free of charge all information which it or Warmafloor considers to be necessary and desirable in order to take action against such attack or infringement. Licensee shall fully cooperate with and assist Warmafloor to enforce or defend Warmafloor’s intellectual property rights. Warmafloor declares that to the best of its knowledge the BIM Files do not infringe any intellectual property rights of third parties.
However, Warmafloor makes no warranty or representation that the BIM Files will be free from a charge of infringement by a third party.
If your registered head office is in one of the following countries:
this Agreement shall be exclusively governed by the laws of the country in which your registered head office is located and any disputes shall be brought exclusively before the competent court in the capital of that country.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. WE DRAW YOUR ATTENTION TO YOUR RIGHTS OF RETURN AND CANCELLATION IN CLAUSE 8 AND THE LIMITS TO OUR LIABILITY IN CLAUSE 9.
1.1 These Terms and Conditions govern the supply of goods sold by Warmafloor (GB) Ltd (No. 3104571) of Onyx, 12 Little Park Farm Road, Segensworth West, Fareham, PO15 5TD (we and us) to the customer (you). Our VAT number is 658762585.
1.2 All orders placed by you and purchases of goods from us (whether in-store, by telephone, via our website or by such other means as we may permit) are on the basis of these Terms and Conditions and are subject to acceptance by us either (as applicable): (i) by delivery of the goods to you; or (ii) by providing the goods you have purchased to you at the trade counter, at which point a legally binding contract is constituted between you and us.
1.3 The processing of your payment and acknowledgment of your order (including sending you an email confirming your order is being processed) does not constitute legal acceptance of your order.
2.1 On our website, you may place an order to purchase a product advertised for sale by following the onscreen prompts after clicking on the item you wish to purchase. You will have an opportunity to check and correct any input errors in your order up until the point at which you place your order by clicking the “Place order” button on the checkout page.
2.2 All orders placed by you and purchases of goods by you from us, are subject to acceptance by us (as described in clause 1.2). We may choose not to accept your order or purchase for any reason and will not be liable to you or to anyone else in those circumstances.
2.3 Where we accept your order, we have a legal duty to supply goods that are in conformity with these Terms and Conditions.
3.1 The price payable for the goods you order or purchase is as set out in store and on our website at the time you submit your order or, if you order from one of our catalogues, as set out in the catalogue from which you order provided it is a current catalogue, plus any charges for delivery as advised to you. All prices include the current applicable VAT rate unless otherwise stated.
3.2 Catalogue prices are correct at time of going to press, and we reserve the right to update prices in future catalogues which will then supersede the prices in any previous catalogue. We also reserve the right to change the price of commodity goods, such as copper, at any time due to market conditions but we will confirm the prevailing price with you before accepting your order or purchase. We are not obliged to accept your order or purchase for such goods and may decline it or limit the order quantity.
3.3 Occasionally, we advertise goods at a promotional price; you must quote the relevant promotion code, otherwise you may be charged the full price.
3.4 Occasionally, an error may occur and goods may be either incorrectly priced or described in which case we will not be obliged to supply the goods at the incorrect price or in accordance with the incorrect description or at all. We reserve the right to correct any errors from time to time. We will (at our discretion) either cancel your order and refund the price you have paid or use reasonable endeavours to contact you and ask you whether you wish to continue with the order at the correct price or correct description. If we are unable to contact you or you do not wish to continue with the order at the correct price or correct description, we will cancel your order and refund the price you have paid.
3.5 We must receive payment for the whole of the price of the goods you order and purchase, and any applicable charges for delivery, before your order can be processed unless we have agreed otherwise in advance in writing.
3.6 For website orders, payment can be made by most major credit or debit cards or PayPal, by completing the relevant details on the checkout page.
3.7 By using a credit/debit card to pay for your order or purchase, you confirm that the card being used is yours or that you are authorised to use it. By using PayPal you confirm that the PayPal account being used is yours.
3.8 All credit/debit card holders are subject to validation checks and authorisation by the card issuer. All PayPal payments are subject to authorisation by PayPal. If the issuer of the card or PayPal refuses to authorise payment we will not accept your order or purchase, we will not be obliged to inform you of the reason for the refusal, and we will not be liable for the item not being delivered or provided to you. We are not responsible for the card issuer or bank charging the holder of the card as a result of our processing of your credit/debit card payment in accordance with your order or purchase or if PayPal charges you for making the order.
3.9 We recommend that you do not communicate your payment card details or PayPal details and password to anyone, including us, by email. Subject to clause 9.5, we cannot be responsible for any losses you may incur in transmitting information to us by internet link or by email. Any such loss shall be entirely your responsibility.
3.10 If you are a trade customer, you are responsible for all orders placed by your employees and for any purchases made on cards issued to you (including Trade UK cards) and we are not bound by any individual order limit you may impose on your employees.
3.11 If you are a trade customer, you may not withhold payment of any invoice or other amount due to us by reason of any right of set off or counterclaim, which you may have, or allege to have.
3.12 We shall be entitled at all times to set off any debt or claim which we may have against you against any sums due from us to you.
3.13 The format of our invoice and statements to you will solely be dictated by us.
4.1 Before placing your order, please refer to the delivery options set out on our website and in our catalogues to ensure that we can deliver to your address. A valid signature may be required on collection or delivery. In the unlikely event that you have not received all the goods within the stated delivery time, you must notify us immediately. We strongly suggest that you do not schedule or commence any installation work until after you have received your order and checked all the goods are suitable for your purposes and do not have any defects or missing parts.
4.2 For reasons of health and safety and to avoid any property damage, items can only be delivered to the exterior of a ground floor location at the delivery address. You must therefore make your own arrangements at your own risk if the relevant item needs to be transported from the delivery location. We will not provide any unpacking, installation, fitting or waste removal services upon delivery unless otherwise agreed by us in writing.
4.3 You must do all that you reasonably can to enable delivery to take place at the given time and place. If you delay delivery, or delivery fails because you have not taken appropriate steps, we will try to arrange for an alternative delivery date within 30 days of the failed delivery. If delivery fails as a result of circumstances within your reasonable control, the cost of any re-delivery shall be borne by you. If we are unable to arrange a date for re-delivery we may cancel your order and refund to you the price that you have paid for the goods, less the failed delivery costs.
4.4 Without prejudice to clause 4.4, upon delivery of the goods to you or collection of the goods by you, the goods shall be at your risk and responsibility. In spite of delivery or collection, ownership (also known as title) in the goods shall not pass to you until you have paid the price for the goods in full and, where other sums payable to us from you are overdue, you have paid those sums too. Until title in the goods passes from us to you, you shall: (i) not be entitled to use the goods; (ii) safely hold the goods for us; (iii) return the goods to us immediately if we ask you to; and (iv) be liable to us for any loss, damage or destruction of the goods. In addition, until title in the goods passes from us to you, you shall store the goods at your own cost separately from all other goods in your possession and marked in such a way that they are clearly identified as our property.You grant us an irrevocable licence to enter, with or without vehicles, any of your premises for the purpose of inspecting or repossessing the goods.
6.1 All goods are subject to availability. While we endeavour to hold sufficient stock to meet all orders and purchases, if we have insufficient stock to supply or deliver the goods ordered and paid for by you, we will attempt to contact you using the details you have provided to us to ask you how you wish to proceed. We may, at our discretion, process any part of the order which is available. Where goods are out of stock, we will refund you the price paid for such goods as soon as possible and in any case within 30 days or, in the case of an account customer, we may, in our absolute discretion, as soon as possible raise a credit to offset the amount invoiced to you.
7.1 Some of our goods are sold with a manufacturer’s warranty, guarantee or similar assurance (please see the relevant product description on our website for further details). Any complaint, query or claim under a manufacturer’s warranty, guarantee or similar assurance must be made direct to the manufacturer and we do not have any responsibility or liability under or in connection with any such warranty, guarantee or assurance.
7.2 Any manufacturer’s warranty, guarantee or similar assurance applies in addition to your legal rights if you are a consumer.
7.3 Some products may feature an extended manufacturer’s warranty. These need to be registered within 28 days of purchase – see the product documentation for more information
8.1 You may cancel your order and return the items purchased to us by giving us notice of cancellation within 30 days of the date of delivery to you. In relation to goods delivered to you, you may need to take delivery of the goods before you can cancel your order if the goods are placed into our delivery process before we receive your notice of cancellation. Where your order comprises multiple delivery shipments, the 30 day cancellation period for the goods in your order runs from the date of the delivery of the last shipment to you.
8.2 You will lose your right to cancel after the expiry of the 30 day period referred to in clause 8.1 (this does not affect your rights if there is any problem with the goods).
8.3 To exercise your right to cancel, you may inform us of your decision to cancel by post, phone or email using the contact details set out below at clause 15.
8.4 On cancellation for whatever reason, where you have received the goods you must return the goods to us (together with the original packaging) without undue delay and in any event within 14 days after the day of the cancellation at your cost (subject to clause 8.11), unless we agree that you may dispose of them, in which case please comply with the manufacturer’s instructions before disposing of hazardous goods. You must return goods with all components and also any promotional items received (including free gifts) or discounted additional products. For more information on the ways in which you can return the goods you have received, please contact email@example.com .You can return certain goods by post from your local Post Office and larger goods by our carrier pick up service. We may charge a fee for the carrier pick up service; the amount of the fee will depend on the good(s) returned, but the maximum fee is £20.
8.5 Following cancellation, subject to clause 8.7, we will refund you the price paid for the cancelled order (or part of the order cancelled). Where you cancel the entire order, we will also refund the standard delivery charges (or an amount equal to the standard delivery charges if you elect to use a more expensive delivery method) paid. Where you cancel part of an order, we will not refund the delivery charges. We will pay the refund within 14 days after the day:
8.5.1 you notified us to cancel your order, where you have not received the goods; or,
8.5.2 we receive the goods you returned to us, where you are in receipt of the goods; or
8.5.3 you provide us with a proof of return for the goods, where you have returned the goods but we have not yet received them.
8.6 We will refund you using the same means of payment as you used to pay for your order or purchase. For Paypal purchases we will provide customer credit.
8.7 We reserve the right to make a deduction from the amount of the refund for loss in value of the goods returned where the goods show signs of unreasonable use; for these purposes, unreasonable use includes handling the goods beyond what is necessary to establish the nature, characteristics and functioning of the goods. We may withhold any refund until we have received the goods or you have supplied proof of return for the goods
8.8 Your right of cancellation does not apply to goods that are cut or mixed to your requirements, made to measure, made to order, made to your specifications or clearly personalised (for example, made to order radiators, pre-assembled kitchens, mixed paint, keyed alike and master keyed locks or embroidery goods). Your right of cancellation does not apply to goods which are not suitable for return due to health protection or hygiene reasons (such as water pumps, toilets and macerators), if you have opened the product packaging after delivery or collection. Boilers which have had the product box/packaging opened cannot be returned for refund or credit.
8.9 If you cancel your order for a product delivered direct from our supplier, please contact us and we will arrange for our supplier to collect from you. Some collections may incur a charge; the amount of the charge will depend on the good(s) returned, but the maximum fee is £20.
8.10 Where the goods are being returned because they are faulty or incorrect, we will meet the cost of return delivery but we ask that you allow us to nominate the carrier. Your right to return goods in these circumstances is not limited to the 30 day period in clause 8.1.
8.11 Without prejudice to your right to cancel orders generally under this clause 8, if you have notified us of a problem with the goods within 30 days of delivery or collection, we may at our option either offer to make good any shortage or non-delivery; replace or repair any goods that are damaged or defective upon delivery or collection; or cancel the order (or part of the order affected) and refund to you the amount paid by you for the goods in question.
8.12 If an item develops a fault after 30 days following delivery or collection, and where the manufacturer has provided a helpline, repair service or warranty, you should contact the manufacturer direct. If there is no such service or warranty with the product, in most instances we will either offer a repair or where this is not possible we will replace the item with the same or an equivalent model.
Legal Rights as a Consumer
8.13 The provisions of this clause 8 do not affect your legal rights if you are a consumer.
9.1 If you purchase goods from us as a consumer (which means anyone who acts outside the course of their business, trade or profession), to the extent not prohibited by law, we accept no liability for any:
9.1.1 loss which is not foreseeable (loss is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time you and we entered into our contract);
9.1.2 loss which arises when we are not at fault or in breach of these Terms and Conditions; and
9.1.3 business loss (which includes loss of profits, loss of business, contracts, goodwill, business opportunity and other similar losses, as well as business interruption).
9.2 If you are a trade customer, we shall have no liability to compensate you (whether in contract, tort (including negligence), breach of statutory duty or otherwise), other than any refund we make under these Terms and Conditions or otherwise at our discretion.
9.3 Without prejudice to clause 9.2, if you are a trade customer, we shall not be liable to you (whether in contract, tort (including negligence), breach of statutory duty or otherwise) for any: (i) loss of profits, business, contracts, goodwill, business opportunity and other similar losses, or any business interruption; or (ii) indirect or consequential loss, neither will we be liable to you for any other loss which is not a foreseeable consequence of us being in breach of these Terms and Conditions or our legal duties.
9.4 Nothing in these Terms and Conditions is intended to affect your legal rights if you are a consumer, nor is it intended to exclude or limit our liability to you for fraud, fraudulent misrepresentation, for death or personal injury resulting from our negligence or for any other liability which cannot be limited or excluded as a matter of applicable law.
9.5 Goods are intended for use in the UK only and we cannot confirm that the goods comply with any laws, regulations or other standards applicable outside the UK. All goods are sold in accordance with the manufacturers specifications and are subject to any qualifications, representations or instructions contained in the documentation associated with the goods.
12.1 We shall have no liability to you for any failure or delay in supply or delivery or for any damage or defect to goods supplied or delivered hereunder or for any other liability, in each case that is caused by any event or circumstance beyond our reasonable control (including, without limitation, accidents, extreme weather conditions, fire, explosion, flood, storm, earthquake, natural disaster, failure of telecommunications networks, inability to use transport networks, mechanical failures, acts of God, terrorist attack, war, civil commotion, riots, strikes, lockouts and other industrial disputes, acts or restraints of Government, and imposition or restrictions of imports or exports).
13.1 If any provision of these Terms and Conditions (including any provision in which we exclude or limit our liability to you) is found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected. Our contract shall be governed by and interpreted in accordance with English law.
13.2 All images are for illustration purposes only. Contents / accessories shown in images are not included unless stated in product description.
14.1 If you wish to make an order, cancel or discuss your order, or make a complaint with respect to your order, please contact us by post at Warmafloor (GB) Ltd, Onyx, 12 Little Park Farm Road, Segensworth West, Fareham, PO15 5TD, by phone on 01489 581787 , or by email at firstname.lastname@example.org . Calls may be recorded for quality and training purposes.
VAT: All prices include VAT at 20% (except where indicated) subject to change in taxation.
17.1 Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. The European Union has set up an Online Dispute Resolution (ODR) platform. If you are not happy with how we have handled a complaint about your transaction, disputes may be submitted for online resolution to the ODR Platform at www.ec.europa.eu/odr .
Warmafloor (GB) Ltd. Drawings, photographs, part numbers, layout and style are considered property. Reproduction in whole, or in part, is strictly prohibited without written permission. Quantities and measurements are approximate. Trademarks acknowledged. Exact products may vary from those shown. All products subject to availability. Warmafloor is a trading name of Warmafloor (GB) Ltd., registered in England No. 3104571