Terms and Conditions
Date published/updated: 15/10/2009 / 23/05/2017
Welcome to the FUJIFILM Sonosite Limited Website Terms and Conditions for Use and Trading (the “Terms”). They apply to the following (to the full exclusion of your own terms):
- the access and use of any and all pages of this website at www.sonositeeducation.com. (the “Website”); and
- placing an order on or through the Website.
You should print a copy of these Terms for future reference.
Please click on the button marked “I Accept” at the end of these Terms if You accept them. Please understand that if You refuse to accept these Terms, You will not be able to register with us or order from our Website. Regardless of whether or not You choose to be registered with us or order from us, You agree to be bound by these Terms by accessing and/or using the Website. If You do not wish to be bound by these Terms, do not continue to access and/or use this Website.
- For convenience, unless the context clearly requires otherwise:
- Any person accessing and/or using the Website and/or placing an order on or through it will be referred to as “You” or “Your”.
- FUJIFILM Sonosite Limited will be referred to as “Sonosite Ltd” or “we” or “us” or “our”.
- Any contract formed between us for You to access and/or use the Website and/or for You to register with us and/or for You to purchase products and/or services from us on or through the Website or otherwise will be referred to as a “Contract” for convenience.
- These Terms are incorporated into any contact between You and Sonosite Ltd, and each Contract (irrespective of how it is formed).
- Subject to Term 14.1, the express written contents of these Terms will prevail over any inconsistent statements, representations, warranties and terms whatsoever (to the fullest extent permitted by law).
- Any descriptions, specifications, drawings or performance figures supplied to You or published by Sonosite Ltd are approximates only.
- Only a formally appointed director of Sonosite Ltd is authorised to agree to material changes from these Terms. You satisfiy Yourself that the person who is puporting to agree material changes is in fact such a director. You should not rely upon purported changes authorised and/or approved by any other person.
2. Information about us
- The Website is operated by FUJIFILM Sonosite Limited.
- We are a private company limited by shares, registered in England and Wales.
- Our registered office is at St Martins Business Centre, St Martins Way, Bedford, MK42 0LF.
- Our company registration number is 04104159.
- Our VAT registration number is 842290534.
- Our contact details are as follows:
Trading address: Alexander House
40A Wilbury Way
SG4 0APGeneral email: education@Sonosite.com
Telephone number: 01462 444 800
Fax number: 01462 444 801
- To register with our Website You must be over eighteen years of age.
- Each registration is for a single user only. We do not permit You to share Your user name and password with any other person nor with multiple users on a network.
- Responsibility for the security of any username and/or passwords issued rests with You. If You know or suspect that someone else your username and/or password, You should contact us immediately in writing.
- We may suspend or cancel Your registration immediately at our reasonable discretion or if You breach any of Your obligations under these Terms. This is without prejudice to any of our other rights and remedies.
4. Your status
By registering and/or placing an order through our Website, You represent and warrant that:
- You are registering and/or seeking to buy products and/or services for the purposes of Your business, trade or profession (i.e. that You are NOT a consumer);
- You are authorised to lawfully and properly access and/or use this Website and/or register on it and/or place an order on or through it;
- You are solvent and otherwise legally capable of entering into binding contracts with us in accordance with the laws of England & Wales; and
- You are at least 18 years old; and
- You are able and willing to comply with and observe Your obligations and duties under and/or in relation to these Terms.
5. New terms
- We may revise these Terms at any time by updating this posting.
- You should check this Website from time to time to review the then current Terms, because they are binding on You.
- Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages of this Website. If you do not wish to accept any new terms after we have given notice, You should not continue to access and/or use this Website and/or purchase any products and/or services on or through this Website.
6. Access & use
- You will be able to access and use most areas of this Website without registering Your details with us. However, certain areas of this Website are only open to You if You register. In any event, the Terms apply whether You are a guest or a registered user.
- Access to our Website is permitted on a temporary basis only, and we reserve the right to withdraw or amend the service we provide on our Website without notice.
- While we endeavour to ensure that this Website is normally available 24 hours a day, we will not be liable if for any reason this Website is unavailable at any time or for any period.
- From time to time, we may restrict access to some parts of our Website, or our entire Website for any and all users. We aim to update our Website regularly, and may change the content at any time. If the need arises, we may suspend access to our Website, or close it indefinitely.
- Any of the material on our Website may be out of date at any given time, and we are under no obligation to update such material.
- If you choose, or You are provided with, a user identification code, password or any oher piece of information as part of our security procedures, You must treat such information as confidential, and You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by You or allocated by us, at any time, if in our opinion You have failed to comply with any of the provisions of these Terms.
- You are responsible for making all arrangements necessary for You to have access to our Website. You are also responsible for ensuring that all persons who access our Website through Your internet connection are aware of these Terms, and that they comply with them.
- Commentary and other materials posted on our Website are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our Website, or by anyone who may be informed of any of its contents.
- Whenever you make use of a feature that allows You to upload material to our Website, or to make contact with other users of our Website, You represent and warrant that any such contribution will be in compliance with these Terms and all applicable laws. Any material You upload to our Website will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose Your identity to any third party who is claiming that any material posted or uploaded by You or on Your behalf to our Website constitutes a violation of their intellectual property rights, or of their right to privacy. We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by You or any other user of our Website. We have the right to remove any material or posting made by You or on Your behalf on our Website if, in our opinion, such material does not comply with these Terms and/or any applicable laws and/or for any other reasonable reason.
7. Orders & contract formation
- You are deemed to place an order with us by ordering via our on-line checkout process. As part of our checkout process you will be given the opportunity to check your order and to correct any errors.
- After You have placed an order for any of our products and/or services, we may send You an order acknowledgement, detailing the items You have ordered. Please note that this does not mean that order has been accepted. Your order constitutes an offer to us for You to buy such products and/or services from us. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail (the “Confirmation Email”). A Contract between You and us (concerning the purchase of products and/or services by You from us) will only be formed when we send You the Confirmation Email, even if Your payment has been processed immediately – unless we have notified You that we do not accept Your order or You have cancelled Your order.
- We may refuse to accept Your order prior to sending the Confirmation Email for any reason.
- We will not be obliged to supply any products and/or services until and unless we have sent to You a Confirmation Email for those products and/or services.
- Please note that in some cases, we accept orders as agents on behalf of third party sellers. The resulting legal contract is between You and that third party seller, and is subject to the terms of that third party seller, which they will advise you of directly. You should carefully review their terms and conditions applying to the transaction.
- We may also provide links on our Website to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking, that products you purchase from third party sellers through our Website, or from companies to whose website we have provided a link on our Website, will be of satisfactory quality, and any such warranties are disclaimed by us absolutely. This disclaimer does not affect your statutory rights against the third party seller and is subject to Term 14.1. We will notify you when a third party is involved in a transaction, and we may disclose Your customer information related to that transaction to the third party seller.
- If we supply products and/or services to You in instalments, these Terms will apply to each instalment as if there was a separate Contract for each instalment.
- You will comply with all notes, instructions, guidance and recommendations given with any supplied products and/or services (except where it is clearly obvious that the same are wrong or inappropriate).
8. Performance & delivery
- Service purchased from us will be performed with reasonable skill, care and diligence.
- Products purchased from us will be of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied.
- Products will be at your risk from the time of delivery, but their ownership will only pass to you when we receive full payment of all sums due in respect of the those products (including delivery charges and other related charges) in cleared funds.
- If You are unable and/or unwilling to comply with any obligation under any Contract, Sonosite Ltd may suspend or discontinue supply of any of the ordered products and/or services permanently or temporarily under that and any other Contract(s) until You have complied with those obligations. This is without prejudice to any of
Sonosite Ltd’s other rights or remedies.
9. Pricing & payment
- All prices are in British pounds sterling.
- The price of any of our products and/or services will be as quoted on our Website from time to time, except in cases of obvious error.
- All prices include VAT (where applicable) at the current rates. We reserve the right to express the price exclusive of VAT, but we shall show VAT separately and include it in the total price.
- Where we charge separately for packing, carriage and insurance and other relevant charges, the appropriate rates are set out in our specified pricing structure shown elsewhere on this Website.
- Our prices are reviewed periodically and are liable to change at any time, but changes will not affect orders in respect of which we have already sent You a Confirmation Email (subject to Term 9.7 below).
- Our Website contains a large number of products and/or services and it is always possible that, despite our best efforts, some of the those products and/or services may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where the correct price is less than our stated price, we will charge the lower amount. If the correct price is higher than the price stated on our Website, we will normally, at our discretion, either contact You for instructions before dispatch of products and/or performance of services, or reject Your order and notify you of such rejection.
- We are under no obligation to provide any ordered product and/or services to You at the incorrect (lower) price, even after we have sent You a Confirmation Email, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by You as a mis-pricing.
- Payment for any products and/or service must be by credit or debit card.
- If you order products from our Website for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact Your local customs office for further information before placing Your order.
- Please also note that You must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by You of any such laws.
10. Cancellation & returns policy
- As a non-consumer customer You are not entitled to a statutory “cooling off” period of 7 days, for the purposes of cancelling any Contract.
- However, as a non-consumer customer, if you wish to cancel your order you can notify us by email to education@Sonosite.com more than 30 days prior to the scheduled service programme. Cancellation within the said 30 day period will result in a loss of the full course fee unless the attendee transfers to the next available course.
- In the event a course is rescheduled or cancelled by Sonosite Ltd, attendees will be given the choice of transferring to another course or receiving a full refund. Subject to Term 14.1, no other compensation will be paid.
- The provisions of Terms 10.1 to 10.3 (inclusive) do not affect Your statutory rights.
11. Intellectual property
- SonoSite Ltd grants You a limited and revocable and non-exclusive license to make personal use only of the Website. Such grant does not include, without limitation:any resale or commercial use of the Website or content therein;
the collection and use of any product listings or descriptions;
making derivative uses of the Website and its contents; or
use of any data mining, robots, or similar data gathering and extraction methods.
- Except as noted above, You are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Sonosite Ltd or any third party.
- You may not use, frame or utilise framing techniques to enclose any Sonosite trademark, logo or other proprietary information (including the images found at this Website, the content of any text or the layout/design of any page or form contained on a page) without Sonosite Ltd’s express prior written consent. Further, You may not use any meta tags or any other “hidden text” utilising a Sonosite name, trademark, or product name without Sonosite Ltd’s express written consent.
- Any unauthorised use of this Website will terminate the permission or license granted by these Terms and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes. All violators will be prosecuted to the fullest extent of the law.
- All copyrighted and copyrightable materials on this Website, including, without limitation, the Sonosite logo, design, text, graphics, pictures, sound files and other files, and the selection and arrangement (the “Materials”) thereof are ALL RIGHTS RESERVED Copyright © 2017, FUJIFILM Sonosite, Inc. and/or its licensors. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of Sonosite Ltd or the respective copyright owner. Permission is granted to display, copy, distribute and download the Materials on this Website for personal, non-commercial, and informational use only; provided that, You may not, without the permission of Sonosite Ltd or the respective copyright owner, (a) copy, publish, or post any Materials on any computer network or broadcast or publications media, (b) modify the Materials, and (c) remove or alter any copyright and other proprietary notices contained in the Materials.
- Without prejudice to the above, You agree not to infringe any intellectual property rights whatsoever of Sonosite Ltd (whether or not registered).
12. Visitor material and conduct
- Sonosite Ltd shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to You.
- The submission of any materials to us including the posting of materials to any forum or interactive area, irrevocably waives any and all “moral rights” in such materials, including the rights of paternity and integrity.
- You are prohibited from posting or transmitting to or from this Website any material:
- that is illegal, threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; and/or
- for which You have not obtained all necessary licences and/or approvals; and/or
- which constitutes or encourages conduct that would be considered a criminal offence, give rise to criminal and/or civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the UK or any other country in the world; and/or
- which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
- You may not misuse the Website (including, without limitation, by hacking).
- We will fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of these Terms.
- You are granted a limited, non-exclusive and revocable right to create a hyperlink to this Webite provided You comply with these Terms. This limited right may be revoked at any time.
- Sonosite Ltd makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of sites accessible by hyper-link from this Website, or sites linking to this Website. The linked sites are not under the control of Sonosite Ltd and Sonosite Ltd is not responsible for the content of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. Sonosite Ltd is providing these links to You only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by Sonosite Ltd of the site or any information contained therein.
- You will not in any way:
- reproduce the Website or any part of its contents other than to the extent permitted in these Terms; or
- suggest that the we are endorsing any products or services other than our own and in the manner that we expressly do ourselves; or
- misrepresent the relationship between You and us, or present any other false information about us; or
- except as expressly provided for in these Terms, use any of our trade marks without express prior written permission from us; or
- display or use a link in a manner that causes the Website or any portion of its content to display within a frame, be associated with any advertising or sponsorship not part of the Website, or otherwise incorporate Website content into a third-party website; or
- display or use an inline link to any information file contained in the Website; or
- alter, block or otherwise prevent display of any content of the Website; or
- link to the Website through any other URL or mirrored website; or
- link to the Website if the Your website may reasonably be considered to be obscene, defamatory, harassing, offensive or malicious, or if the Website infringes any third party rights or otherwise does not comply with all applicable laws or regulations.
14. Liability & disclaimers
- Sonosite Ltd agrees to be liable for:
- death or personal injury caused by Sonosite Ltd’s negligence; and/or
- for fraud or fraudulent misrepresentation; and/or
- for any matter or circumstance for which it would be illegal for Sonosite Ltd to exclude and/or limit, or attempt to exclude and/or limit, its liability.
- Subject to Term 14.1, this Website and the materials contained therein are provided on an “as is” basis without warranties of any kind whatsoever as to accuracy, completeness, relevance, usefulness or otherwise, either express or implied, to the fullest extent permitted by the law. You expressly agree that use of the Website, including all content, data or software distributed by, downloaded or accessed from or through the Website, is at your sole risk.
- Subject to Term 14.1,
- Sonosite Ltd disclaims any and all representations and warranties, express or implied, including, but not limited to, implied warranties of merchantability and/or satisfactory quality, fitness for a particular purpose, title, and non-infringement as to the information, materials, content, services and products on the Website;
- no particular outcome of any use of a product and/or services purchased is represented, warranted or guaranteed;
- Sonosite Ltd does not represent or warrant that materials in this site are accurate, complete, reliable, current, or error-free;
- Sonosite Ltd is not responsible for typographical errors or omissions relating to pricing, text, or photography;
- while Sonosite Ltd attempts to ensure Your access and use of the Website is safe, Sonosite Ltd cannot and does not represent or warrant that this Website or its server(s) are free of viruses or other harmful components;
- Sonosite Ltd reserves the right to change any and all content contained on the Website at any time without notice. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Sonosite Ltd.
- Subject to Term 14.1, Sonosite Ltd is not responsible for the following under contract, tort (including, without limit the tort of negligence), statute, equity or otherwise:
- any indirect losses whatsoever which happen as a side effect of the main loss or damage (whether or not foreseeable by You and us) and even if such losses result from a deliberate breach of these Terms by us that would entitle you to terminate the Contract between us;
- without prejudice to Term 14.4.1, the following (whether or not they are deemed to be direct, indirect or special losses): loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data or waste of management or office time however arising.
- Subject to Term 14.1 , our liability for losses You suffer as a result of us breaking any Contract and/or provision of these Terms (including, without limitation, deliberate breaches) is strictly limited to the higher of:
- twice the amount received from You as payment under that Contract; and
- Subject to Term 14.1, You agree to keep Sonosite Ltd fully indemnified, (and defend and hold us, and our officers, directors, employees and agents, harmless) from and against any and all claims, liability, damages, losses, costs (including, without limitation, reasonable legal fees, costs and expenses) arising as a direct or indirect result of:
- You breaching and/or not observing and/or not performing and/or not complying with any one or more Terms and/or Contracts;
- You not mitigating Your losses which are capable of being mitigated.
- Subject to Term 14.1, Sonosite Ltd 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 (a “Force Majeure Event”). 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: , lock-outs or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; impossibility of the use of public or private telecommunications networks; the acts, decrees, legislation, regulations or restrictions of any government. 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.
15. Governing law and jurisdiction
- These Terms shall be governed by and construed in accordance with the laws of England and Wales. Disputes arising in connection with these Terms will be subject to the exclusive jurisdiction of the courts of England and Wales, except to the extent Sonosite Ltd determines otherwise for enforcement reasons.
- We do not warrant that materials/items for sale on the Website are appropriate or available for use outside the United Kingdom. It is prohibited to access the Website from territories where its contents are illegal or unlawful. If you access this Website from locations outside the United Kingdom, you do so at your own risk and you are responsible for compliance with local laws.
- Notwithstanding any of these Terms, Sonosite Ltd reserves the right, without notice and in its sole discretion, to terminate Your license to use the Website, and to block or prevent future access to and use of the Website.
- Any Contract between You and us is binding on You and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our express prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of that Contract.
- These Terms are to apply to the fullest extent permitted by law. If any provision of these Terms is found by any court of competent jurisdiction to be invalid and/or unenforceable for any reason:
- the invalidity and/or unenforceable of that provision will not affect the validity of the remaining provisions which shall continue to have full force and effect; and
- the invalid and/or unenforceable provision will be deemed modified (or, as a last resort, deleted) to the minimum extent necessary for it to be valid and enforceable; and
- the You agree to fully co-operate in good faith and to act reasonably with Sonosite Ltd for the purposes of this Term 16.3
- Only Sonosite Ltd and You may seek to enforce these Terms against each other in respect of any Contract or otherwise. No other person has such enforcement rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
- Sonosite Ltd and You will act and co-operate in good faith and reasonably for all purposes of these Terms and to give them business efficacy (and so as to resolve any and all disputes concerning the same).
- Applicable laws require that some of the information or communications we send to You should be in writing. When using our Website, 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.
- If we fail, at any time, to insist upon strict performance of any of Your obligations under the Terms and/or a Contract, or if we fail to exercise any of the rights or remedies to which we are entitled under the Terms and/or a Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve You from compliance with such obligations. A waiver by us of any default in any particular circumstances shall not constitute a waiver of any subsequent default. No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to You in writing.
- These Terms 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.
- 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.
- 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.
- If a Contract terminates for any reason whatsoever, accrued rights and remedies will not be affected.
Sonosite Ltd may set off any amount by You to Sonosite Ltd against any amount owed by it to You. You may not set off any amount owed by you to Sonosite Ltd against any amount it owes to You.
- The expressions including, include, in particular or any similar expression will not limit the sense of the words appearing before them.
- The headings and sub-headings are not intended (and will not be deemed) to affect interpretation of the Terms.
- A ‘person’ includes a natural person, body corporate or unincorporated body (whether or not having separate legal personality).
- Any obligation on a person not to do anything includes an obligation not to agree, allow, permit or acquiesce in that thing being done by another person.
- A reference to any statute or statutory provision includes all subordinate legislation made under it and is a reference to it (including the subordinate legislation) as it is in force from time to time.