The Human Centre – Terms and Conditions

1. Definition and Applicability of Terms and Conditions

1.1 In the context of these Terms and Conditions:

1.1.1 The “Seller” shall mean The Human Centre Network Ltd having its registered office at Bartle House, Oxford Court, Manchester, M2 3WQ, and shall include the Seller’s duly appointed representative or agent but does not extend to any third party sellers, and the term “the Buyer” shall mean any user, member, or customer of the Seller whether a person, firm, or Company or any agent, or authorised representative of such person, firm, or Company purchasing, using, or accessing goods and/or services from the Seller.

1.1.2 “Goods” means items or materials of any description whatsoever supplied by the Seller to the Buyer whether or not manufactured by the Seller.

1.1.3 “Services” means all and any services and/or projects performed or supplied by the Seller for or to the Buyer including (but without limitation) consultancy services and advice provided by the Seller in respect of goods or services purchased or to be purchased by the Buyer.

1.1.4 “Quotation” means any written quotation for the supply of services by the Seller of which these terms and conditions form part.

1.1.5 “Estimate” means a written estimate of the probable cost for the supply of goods and/or services of which these terms and conditions form part.

1.1.6 The singular shall include the plural and the masculine gender shall include the feminine gender.

1.2 In these terms and conditions:

1.2.1 Clauses 3.1, 5, 6, 8.3, 8.4, 9.1, 14.1, 20.1 and 21 shall apply specifically in respect of goods and not services; and

1.2.2 Clauses 3.2, 9.2, 13.2, 13.3, 14.2, 14.3, 14.4, 14.5, 16 and 17.2 shall apply specifically in respect of services and not goods; and

1.2.3 The remaining clauses shall apply (where the context so admits) to goods and to services.

2. Entire Contract and Variations

2.1 These conditions of Contract contain the entire terms and conditions of the Contract between the Seller and the Buyer and shall (subject to any rule of statute or common law incapable of being over-ridden) operate to displace any provisions in statute or at common law or terms and conditions imposed or sought to be imposed by the Buyer which might otherwise apply.

2.2 No variation of these terms and conditions shall be binding upon either party unless such variation is in writing and is executed by the party or the parties to be bound thereunder.

2.3 The failure by the Seller or by the Buyer at any time or times to require performance of any provision of the Contract shall in no manner affect the rights of the Seller or Buyer to enforce such provision at a later time in respect of the Contract or otherwise and no waiver by the Seller or the Buyer of any condition nor the breach of any term, covenant, representation or warranty contained in the Contract whether express or given by conduct or otherwise in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or deemed to be or construed as the breach of any other term, covenant, representation or warranty in the Contract.

3 Samples

3.1 Any samples supplied to the Buyer shall be accepted by the Buyer as supplied solely for information and as in no way importing any express or implied conditions or warranties as to quality, description, colour, fitness, or merchantable quality of goods subsequently delivered and the Buyer shall be deemed to have satisfied himself as to such matters prior to ordering the goods. Notwithstanding that any sample may have been produced to or supplied by the Seller all sales shall be sales by description only and not by sample.

3.2 The Seller reserves the right at all times to use any work by way of services or projects produced for the Buyer as examples in respect of which the Seller may use or reproduce in any reasonable way for the Seller’s own marketing requirements.

3.3 The Seller (subject always to any rule of statute or Common Law to the contrary) shall at all times be deemed to have satisfied all obligations upon it, whether expressed or implied, and whether arising by statute or otherwise as to the quality of the goods supplied in the performance of the Contract.

4. Payment

4.1 Payment in full for goods and/or services shall be made by the Buyer to the Seller.

4.2 Membership to The Human Centre is for a minimum of 12 months.

4.3 Automatic Renewal: Unless a member notifies us of their decision to opt out of the automatic renewal, the subscription will renew at the end of each billing cycle. Members can cancel their renewal using the cancellation form. Renewal will be at the price initially agreed upon unless otherwise stated, subject to any changes in VAT or other applicable taxes.

4.4 Cancellation and Refunds: Members may cancel their subscription at any time; however, the cancellation will become effective at the end of the current membership cycle. Members will not receive a prorated refund for the remaining period of the subscription post-cancellation.

4.4.1 Think Tank Access: Membership includes access to various community areas. Community areas are designed to facilitate the exchange of ideas and best practices amongst members. Any use that is judged at our discretion to be outside of the scope of the community could result in the immediate forfeit of access to it, with no entitlement to reimbursement, whether in full or in part, for any membership fees paid. Furthermore, the service provider is not responsible for, and expressly disclaims liability for, any content, communication, or links shared within the group by any member. The members bear sole responsibility for the content they share and should ensure compliance with all relevant laws and regulations.

4.5 Payment Methods: We accept payments through methods detailed on our platform. It is the member's responsibility to ensure that all payment information is current and accurate. Failure to process payment due to outdated or incorrect payment information may result in suspension of your membership.

4.6 Changes to Fees: We reserve the right to modify subscription fees or introduce new charges at any time, upon reasonable notice posted in advance on our website or sent via email. Such changes will not affect the current subscription period but will apply upon renewal.

5. Passing of Property

5.1 In this clause the expression “goods” shall mean any goods, materials or other things supplied by the Seller whether in the form in which it is collected by or delivered to the Buyer or whether or not it has been combined with any other materials or things. If goods the property of the Seller are combined with goods the property of the Buyer or are incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of the Seller. If goods the property of the Seller are combined with goods the property of any person other than the Buyer or are incorporated therein, the product thereof shall become or shall be deemed to be owned in common with that other person.

5.2 The property in any goods shall pass to the Buyer when, and shall not pass to the Buyer until, the Seller has been paid therefore in full together with the full price due to the Seller of any other goods the subject of any other Contract between the Seller and Buyer.

5.3 In the event of the Buyer becoming insolvent or having a receiver appointed of the whole or any part of its property or compounding with his Creditors or going into liquidation or in the event of payment for any goods being overdue then and in any such event it shall be lawful for the Seller, its Servants, Officers or Representatives to enter upon the premises of the Buyer and recover possession of any goods of the Seller for which the Seller has not been paid and to take away such goods.

5.4 In the event of any goods being sold or otherwise disposed of by the Buyer before the Seller has been paid for them in full, then the entire proceeds of sale thereof and/or any other monies received by the Buyer or by a factor or by any other person except a purchaser of goods in good faith without notice of this clause in connection with the sale, disposal or factoring of the goods or of invoices dealing with the goods (whether such monies are received by the Buyer’s own customers or from factors or other third parties) shall be held in trust for the Seller and shall not be mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Seller’s monies unless and until all monies referred to sub-clause (2) of this clause have been fully paid. The Buyer shall give written notice of this clause to any factor or other person except a purchaser of goods in good faith.

5.5 In the event of certain goods having been paid for by the Buyer and other goods not having been so paid for the onus of proof shall be on the Buyer to show that any goods remaining in its possession are goods for which it has paid.

5.6 This clause does not entitle the Buyer to return the goods or to refuse to delay payments on the grounds that the property has not yet passed neither shall it constitute an agency.

6. Passing of Risk

6.1 The risk in goods supplied shall pass to the Buyer:

6.1.1 On purchase and collection of the goods at the Seller’s premises by the Buyer or by the Buyer’s agent, employee, sub-contractor or by any other person accompanying the Buyer or any of the aforementioned parties; or

6.1.2 On delivery of the goods at the Buyer’s premises by the Seller or by the Seller’s agent, employee, sub-contractor or by any other person accompanying the Seller or any of the aforementioned parties.

6.2 If The Human Centre Network Ltd. is supplying material, when not in its final form, for others to complete, the onus is on the buyer to check all outputs against approved hard copy. It is particularly important when material is supplied on electronic media as errors and omissions could slip by unnoticed. Our responsibility for quality ends at the stage when material is handed over.

7. Approvals

7.1 At various stages the Buyer’s approval will be registered by signature or recorded in some other form. The Seller can accept no responsibility for inaccurate information. Before approval is granted:

7.1.1 It is the responsibility of the Buyer to check the work in all respects for errors, omissions, accuracy, completeness, proofing details, copyright and legal issues.

7.1.2 The Buyer and Seller should be satisfied that all the relevant people in their respective organisations have also approved it.

7.1.3 The Buyer should understand that any changes after this approval may result in the Buyer incurring extra charges which could be particularly costly if the changes result in alterations to reprographics, re-printing, re-construction or other activities of this nature.

8. Notification of Defects

8.1 The Buyer must notify the Seller of any alleged defect in the goods and/or services or damage to the goods within two days of actual collection of goods or within two days of completion of the services. Any such notice must specify the particular defect and must afford the Seller reasonable opportunity to inspect the goods or review the services in question.

8.2 If the goods and/or services are agreed by the Seller to be defective or faulty the Seller will (at its option) in the case of goods rectify the defect or fault or replace any such goods, or credit the invoice value of the goods, and in the case of services rectify the defect or re-perform any such services to the satisfaction of the Buyer or credit the invoice value of the services. Such rectification, replacement or re-performance or credit will be in full satisfaction of any claim by the Buyer.

8.3 Any damage to goods shall be deemed to have occurred after purchase unless the Buyer proves to the contrary.

8.4 No claim in respect of goods may be made by the Buyer if the goods have been incorporated by the Buyer with other goods, or have been subject to any manufacturing process by or on behalf of the Buyer and any such goods shall be conclusively deemed to comply with the Contract.

9. Consequential Loss

9.1 In the event of any goods supplied by the Seller being alleged to be defective, the liability of the Seller shall in any event be confined to the actual goods which are defective and shall in no circumstances include or extend to consequential losses or damage. The Buyer shall satisfy himself that the goods are suitable for any end use to which they are put.

9.2 Where it is alleged that services supplied by the Seller have been provided without reasonable care and skill the liability of the Seller shall be confined to the supply of the services and shall (subject to Clause 23 below) in no circumstances include or extend to consequential or special loss or damage. The Buyer shall satisfy himself that the services are suitable for the use to which they are put.

10. Force Majeure

10.1 The Seller shall not be liable for any failure to observe, or breach of any of the terms hereof by reason of acts of God, war, riots, civil commotions, strikes, lock-outs, trade disputes, fires, breakdowns, interruptions of transport, Government action, delay in delivery by Seller’s suppliers or other cause whatsoever beyond its control. In such circumstances the Seller may terminate the unperformed part of any Contract of which these conditions form part by notice in writing delivered to the other party hereto within two days of the Seller giving written notice to the Buyer of the occurrence of such action or circumstances as makes the Seller fail to observe or break the terms hereof.

11. Price Variations

11.1 The Seller shall be entitled to adjust the purchase price of the goods and/or services whether before or after the making of the Contract to which these Conditions relate.

12. Recommendations

12.1 The Seller shall have no responsibility whatsoever for any damage liability costs claim or expenses suffered by the Buyer or any third party through following written recommendations made by the Seller made in good faith and in the belief that they are correct.

13. Specification Alterations

13.1 The Seller reserves the right to alter the specification of any goods and/or services without prior reference to the Buyer, provided that in the case of the goods they comply in all other known respects with the Buyer’s requirements.

13.2 Any work requested by the Buyer and performed by the Seller after a letter or purchase order has been approved and which was not included in such a letter or purchase order will be considered to be new work and will be billed in addition to the original letter or purchase order.

13.3 If the scope or nature of the services or of any project changes to such an extent that the original letter or purchase order is no longer applicable, a new letter or purchase order will be submitted by the Seller and must be agreed to by both parties before any further work can proceed.

14. Trade Marks/Patents

14.1 The supply of goods by the Seller shall not confer any right upon the Buyer to use any of the Seller’s trade marks without prior written consent of the Seller and at all times such trade marks shall remain the property of the Seller.

14.2 The copyright, design rights and all other intellectual property rights for all purposes in all artwork, copy and other work created by the Seller shall remain the ownership of the Seller unless arrangements are made to the contrary in a letter or purchase order.

14.3 The Seller shall be free to use all and any design ideas in any way it wishes notwithstanding rejection of such ideas by the Buyer whether or not the Buyer has paid for the same.

14.4 Should the Seller sustain a loss as a result of any claim or proceedings brought against the Buyer arising from the publication of material of which the Buyer approved and which the Buyer authorised the Seller to produce on its behalf then the Buyer hereby agrees to indemnify the Seller in full and to keep it so indemnified in respect of all such losses.

14.5 The Seller shall retain all copyright, design and other intellectual property rights related to any speculative work undertaken by the Seller for the Buyer notwithstanding the rejection of such work by the Buyer.

15. Estimates and Quotations

15.1 The Buyer shall accept or reject an estimate or quotation in writing within seven days of the estimate or quotation date unless otherwise agreed in writing or unless verbally accepted by the Buyer and confirmed in writing by the Seller within the said period. Acceptance of the estimate or quotation binds the Buyer to these terms and conditions. No verbal estimates or quotations shall be binding on the Seller.

15.2 Prices quoted or estimated by the Seller in quotations and estimates are subject to variation at the Seller’s discretion in accordance with Clause 11 hereof.

16. Examples

16.1 Any examples of services shown or supplied are for information only and shall not be deemed part of the quotation. Any such examples do not imply any conditions, warranties or terms in or to the contract concluded with the Buyer.

17. Delay

17.1 Whilst any scheduled dates for delivery of goods and/or completion of services are given by the Seller in good faith based upon available information such dates are not guaranteed. The Seller accepts no liability for any delay caused by a factor outside the direct control of the Seller. Such delay shall not entitle the Buyer to repudiate the contract or to claim damages or compensation.

17.2 Unless otherwise specified the Seller’s projects and/or services are based on reasonable time schedules and in those cases when a project eventually performed requires the work to be done by the Seller or its suppliers on an overtime basis or if significant changes need to be made to the scheduling of any project by the Seller or its suppliers any additional costs incurred will be reflected in the Seller’s billings.

18. Assignment

18.1 The Buyer shall not, without the Seller’s prior written consent, assign or transfer or purport to assign or transfer the Contract to which these conditions relate or the benefit thereof to any other person whomsoever.

19. Indulgence

19.1 No indulgence or forbearance extended to the Buyer shall limit or prejudice any right or claim available to the Seller.

20. Cancellation

20.1 No cancellation of an order for goods will be accepted by the Seller subject to the terms of Clause 7 hereof.

20.2 The contract of which these terms and conditions form part will be deemed to be breached if the Buyer (whether an individual firm or company):

20.2.1 Fails to make any payment when it is due.

20.2.2 Enters into any arrangement with its creditors.

20.2.3 Has a receiver appointed of any part of its assets or undertaking.

20.2.4 Passes a resolution for winding-up.

20.2.5 Has a receiving order made against it.

20.2.6 Breaches these terms and conditions of business or any other terms and conditions agreed between the Buyer and the Seller.

21. Third Party Claims

21.1 In the event that the Buyer shall have disposed whether directly or indirectly of any goods supplied by the Seller to any third party and it shall be alleged that the said goods are in any way defective then the Seller shall have the right to negotiate with such third party and providing any settlement concluded with the said third party shall include a term that neither the Buyer nor any person deriving title under him shall be under liability to the said third party any such settlement shall be binding upon the Buyer who shall have no further remedy against the Seller in respect of the said goods.

22. Proceedings

22.1 In the event of any proceedings being instituted or threatened against the Buyer in respect of goods and/or services supplied by the Seller which the Buyer may allege were defective, then unless the Buyer informs the Seller in writing forthwith of such threat or institution of proceedings as aforesaid, the Seller shall be under no liability to the Buyer in respect of any damages, costs or expenses sustained by the Buyer in any way arising out of such proceedings.

22.2 The Seller shall be entitled to assume the conduct of such proceedings on behalf of the Buyer but at the Buyer’s own cost and in the event of the Seller so requiring, the Buyer shall be deemed by these conditions to have appointed the Seller its Attorney for such purpose.

23. Seller’s Liability

23.1 The Seller does not exclude or restrict its liability:

23.1.1 For death or personal injury resulting from the negligence of the Seller, its employees or agents (but not independent contractors) while acting in the course of their employment by the Seller; or

23.1.2 For breach on the part of the Seller of any undertaking as to Title implied by Section 12 of the Sale of Goods Act 1979; or

23.1.3 If the Buyer does not make the Contract in the course of a business or holds himself out as doing so, but not otherwise, for breach on the part of the Seller of any undertaking implied by Sections 13 to 15 (inclusive) of the Sale of Goods Act 1979 and/or Sections 4 to 9 (inclusive) of the Supply of Goods and Services Act 1982 as the case may be.

23.2 Subject to Clause 23.1.1 and notwithstanding anything hereinbefore contained the Seller shall not in any circumstances be under any liability to the Buyer in respect of any consequential or special loss or damage sustained by the Buyer howsoever caused.

24. Law

24.1 These terms and conditions of Contract shall be in all respects governed by and construed in accordance with English Law and the Courts of England and Wales shall have exclusive jurisdiction.