Download Agreement

(1) Introduction

Please read this download agreement carefully. You will be asked to expressly agree to the download agreement before you place an order for downloads on our website.

(2) Interpretation

In the download agreement, “we” means De Oliveira Languages (and “us” and “our” will be construed accordingly); “you” means our customer or potential customer for downloads (and “your” will be construed accordingly).

(3) Order process

The advertising of downloads on our website constitutes an “invitation to treat”; and your order for downloads constitutes a contractual offer. The download agreement will not come into force between you and us unless and until we accept your order in accordance with the procedure detailed below.

In order to enter into the download agreement, you will need to take the following steps: (i) you must add any downloads you wish to purchase to your shopping cart, and then proceed to the checkout; (ii) you must provide your invoicing details, confirm your order and give your consent to the agreement; (iii) you will be transferred to the PayPal website, and PayPal will handle your payment; (v) we will send you an email containing a link to your download, or send you an email containing your download, or send you an email confirming that the download agreement has come into force (at which point, in each case, this download agreement will come into force).

We will not file a copy of the download agreement specifically in relation to your order. We may update the version of the download agreement on the website from time to time, and we do not guarantee that the version you have agreed to will remain accessible. We therefore recommend that you print and retain a copy of the download agreement for your records.

The only language in which we provide the download agreement in is English.

Before you place your order, you will have the opportunity of identifying whether you have made any input errors. You may correct those input errors before placing your order using the website interface.

(5) Downloads

Our website offers a range of downloadable multimedia content.

(6) Price and payment

Prices for downloads are quoted on our website. It is possible that some of the prices on the website may be incorrect. We will verify prices as part of our sale procedures so that a download’s correct price will be stated when you pay for the download.

Payment must be made upon the submission of your order. We will withhold the downloads if the price is not received from you on time, in full, in cleared funds.

The prices on the website include value added taxes VAT (where applicable).

Payment for all downloads must be made by through PayPal.

Prices for downloads are liable to change at any time, but changes will not affect download agreements that have come into force.

(7) Your warranties

You warrant to us that:

(a) you are legally capable of entering into binding contracts;
(b) you have full authority, power and capacity to agree to the download agreement;
(c) the information provided in your order is accurate and complete; and
(d) you have or have access to the necessary computer systems, software and network connections to receive and enjoy the benefit of the downloads that you purchase.

(8) Licence to use downloads

In this Section, “Content” means the multimedia content that you purchase from our website; and “Derivatives” means adapted versions of multimedia.Subject to your payment of the applicable price and compliance with the terms of the download agreement, we grant to you a worldwide non-exclusive licence to make any Permitted Use of any Template; providing that you must not in any circumstances make any Prohibited Use of any Template.

The “Permitted Uses” are:

(a) downloading a copy of each Content purchased for your sole usage;
(b) storing and viewing Content and Derivatives on a single desktop, notebook or other computer;

The “Prohibited Uses” are:

(a) the sale, licensing, sub-licensing, redistribution, renting, leasing or commercial distribution of any Content or Derivative in any format;
(b) the publishing of any Content in any form;
(c) the use of any Template or Derivative in any way that is unlawful or in breach of any person’s legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable;
(d) the use of any Content or Derivative to compete with us, whether directly or indirectly.

This licence is non-transferable.

All rights in the downloads not expressly granted in the download agreement are hereby reserved.

You must retain, and must not delete, obscure or remove, all copyright notices and other proprietary notices placed by us on any Content or Derivative.

If you breach any of the terms of the download agreement, then the licence set out in this Section will be automatically terminated upon such breach (whether or not we notify you of termination).

Upon the termination of the licence set out in this Section, you will promptly and irrevocably delete from your computer systems and other electronic devices all copies of the Content(s) and Derivative(s) in your possession or control, and will permanently destroy any other copies of the Content(s) and Derivative(s) in your possession or control.

(9) Consumer rights

Nothing in the download agreement affects any statutory rights you may have as a consumer.Under the Distance Selling Regulations, consumers usually have “cooling off” period within which they have a right to cancel contracts for goods or services entered into via the internet. However, as soon as you pay for your order, we will automatically provide you with a link to your downloadable content, and you acknowledge that, even if you are a consumer, you will have no right to cancel your order once the content are available for download.

(10) Limitation of warranties

We supply downloadable multimedia content. We do not give any representations, warranties or guarantees that any content you use will be suitable for your circumstances.

If you have any doubts about the suitability or correct use of any content, please contact us first before purchasing.

The download agreement sets out the full extent of our obligations and liabilities in respect of the downloads supplied hereunder. To the maximum extent permitted by applicable law and subject to the first paragraph of Section 12, All conditions, warranties and other terms concerning the downloads that might otherwise be implied into the download agreement are expressly excluded.

(11) Refunds

If you are entitled to a refund under this download agreement, we will usually refund any money received from you using the same method originally used by you to pay for your purchase. We will process the refund due to you as soon as possible and, in any event, within 30 days of the day we received your valid notice of cancellation.

(12) Force majeure

In this Section and Section 12 below, “force majeure event” means:

(a) any event which is beyond our reasonable control;
(b) hacker attacks, or virus or other malicious software attacks or infections;
(c) problems with the internet, part of the internet, or any third party internet service provider; and/or
(d) power failure, industrial disputes affecting any third party, governmental regulations, fires, floods, disasters, civil riots, terrorist attacks or wars.

Where a force majeure event gives rise to a failure or delay in us performing our obligations under the download agreement, those obligations will be suspended for the duration of the force majeure event.

(13) Business customers: indemnity

If you are a business customer, you hereby indemnify us and undertake to keep us indemnified against all and any liabilities, losses, damages, expenses and costs (including legal expenses and amounts paid in settlement of any demand, action or claim) arising, directly or indirectly, out of a breach by you of any of your obligations under the download agreement or any infringement by you of any of our or our licensors’ intellectual property rights.

(14) Download agreement termination

We may terminate a download agreement immediately by written notice to you if you fail to pay, on time and in full, any amount due to use under the download agreement, or if you commit any breach of your obligations to us under the download agreement or our website disclaimer.

(15) Consequences of termination

Upon the termination of the download agreement:

(a) we will cease to have any obligation to make available or deliver downloads which are undelivered at the date of termination;
(b) subject to Section 8, you will not be entitled to any refund and will continue to have an obligation to pay for downloads; and
(c) all the provisions of the download agreement (including without limitation the licence in Section 7) will cease to have effect, except that Sections 12, 13, 15 and 16 will survive termination and have effect indefinitely.

(16) General terms

The download agreement may only be varied by an instrument in writing signed by both you and us. We may revise the download agreement published on our website from time-to-time, but such revisions will not affect the terms of any contracts which we have entered into with you.If any provision of the download agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and such invalid or unenforceable provisions or portion thereof will be deemed omitted.

No waiver of any provision of the download agreement, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of that provision or any other provision of the download agreement.

You may not transfer, assign, charge, sub-contract, sub-license or otherwise deal in any of your rights or obligations arising under the download agreement. Any attempt by you to do so will be null and void. We may transfer, assign, charge, sub-contract, sub-license or otherwise deal in any or all of our rights or obligations arising under the download agreement, at any time – providing where you are a consumer that such action does not serve to reduce the guarantees benefiting you under the download agreement.

The limitations of warranties and liability in this download agreement protect all our third party suppliers of multimedia content. Subject to this, the download agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person. The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement of the download agreement is not subject to the consent of any person who is not a party to the download agreement.

Subject to the first paragraph of Section 12: the download agreement contains the entire agreement and understanding of the parties in relation to the purchase of downloads from our website, and supersedes all previous agreements and understandings between the parties in relation to the purchase of downloads from our website; and each party acknowledges that no representations not expressly contained in the download agreement have been made by or on behalf of the other party in relation to the purchase of downloads from our website.

The download agreement will be governed by and construed in accordance with Scottish law, and the courts of England, Scotland and Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in relation to the download agreement (providing that we may bring proceedings to enforce our contractual or intellectual property rights in any jurisdiction in which you are resident, established or operating).

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