Victoria Phillips Limited

Terms and conditions of Business

 

This page (together with our Privacy Policy and Terms of Website Use) tells you information about us and the legal terms and conditions (Terms) on which we sell any of the services (Services) listed on our website (our site) to you. 

These Terms will apply to any contract between us for the sale of Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Services from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Services from our site. You should print a copy of these Terms or save them to your computer for future reference.

We amend these Terms from time to time as set out in clause 6. Every time you wish to order Services, please check these Terms to ensure you understand the terms which will apply at that time. [These Terms were most recently updated on 2/2/2024.] 

These Terms, and any Contract between us, are only in the English language.

• Information about us

1. 1. 1. We operate the website www.apheya.com We are Victoria Phillips, a company registered in England and Wales under company number 05056694 and with our registered office at 36 Handley Cross, Medomsley, Consett, County Durham DH8 6TZ. Our main trading address is 88 Viewpoint, Consett Business Park, Consett, County Durham DH8 6BN. Our VAT number is 829781579.
      2. You may contact us by telephoning our customer service team at 01207 266330 or by e-mailing us at info@apheya.com.  If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 12.

• The Contract

1. 1. 1. You confirm that you are contracting in the course of a business. If you are a consumer you should not purchase Services from our site as we do not provide our Services to consumers. 
      2. You confirm that you have authority to bind any business on whose behalf you use our site to purchase Services.
      3. These Terms and any document expressly referred to in them constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. 
      4. You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.
      5. You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation based on any statement in this Contract.

• How the Contract is formed between you and us

1. 1. 1. Our shopping pages will guide you through the steps you need to take to place an order for Services with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
      2. After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.3. 
      3. We will confirm our acceptance to you by sending you an e-mail that confirms that we will provide the Services requested (Confirmation). The Contract between us will only be formed when we send you the Confirmation. 

• Supply of Services

1. 1. 1. We will supply the Services to you in all material respects in accordance with their description on our site. 
      2. Training courses will take place on the date stated on our site. Otherwise, we will use all reasonable endeavours to meet any performance dates specified on our site, but any such dates shall be estimates only and time shall not be of the essence for performance of such Services.
      3. We will have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we will notify you in any such event.
      4. We warrant to you that the Services will be provided using reasonable care and skill. 

• Your obligations

1. 1. 1. Your use of our site is governed by our Privacy Policy and Terms of Website Use. Please take the time to read these, as they include important terms which apply to you.
      2. In addition, you must:
         1. provide us with all required information when requested and any information you provide must be accurate and complete;
         2. where applicable, you must provide us with samples for analysis in the manner and at the times set out on our site or when requested; 
         3. co-operate with us in all matters relating to the Services; and
         4. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start.
      3. If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or your failure to perform any relevant obligation (Customer Default):
         1. we may, without limiting our other rights or remedies have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations to the extent the Customer Default prevents or delays our performance of any of our obligations; and
         2. we will not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as a result of a Customer Default.
      4. If we are unable to supply you with the Services, for example because the venue for a training course becomes unavailable or the laboratory for sample testing does not provide results, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Services, we will refund you as soon as is practicable by refund on the credit card or debit card used by you to pay us for them.
      5. Unless we have otherwise advised you in writing, all materials, equipment, drawings, specifications and data (Course Materials) we have supplied to you as part of a training course belong to us.  You agree that, at any time Course Materials are in your possession, to: 
         1. hold them at your own risk;
         2. keep them in good condition; and
         3. return them to us, should we request you to do so.   

• Our right to vary these Terms

1. 1. 1. We amend these Terms from time to time. [Please look at the top of this page to see when these Terms were last updated and which Terms were changed.]
      2. Every time you order Services from us, the Terms in force at the time of your order will apply to the Contract between you and us.
      3. We may revise these Terms as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements.
      4. If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. If you opt to cancel, we will arrange a full refund of the price you have paid for the Services as soon as is practicable by refund on the credit card or debit card used by you to pay us for them.

• Price of Services

1. 1. 1. The prices of the Services will be as quoted on our site at the time you submit your order. We use all reasonable efforts to ensure that the prices of Services are correct at the time when the relevant information was entered onto the system. However please see clause 7.4 for what happens if we discover an error in the price of Services you ordered.
      2. Prices for our Services may change from time to time, but changes will not affect any order you have already placed.
      3. The price of the Services includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. 
      4. It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. We will normally check prices as part of our confirmation procedures so that:
         1. if the correct price for the Services is lower than the price stated on our site and the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Services to you at an incorrect (lower) price and
         2. if the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option to purchase the Services at the correct price or cancelling your order. If you opt to cancel, we will arrange a full refund of the price you have paid for the Services as soon as is practicable by refund on the credit card or debit card used by you to pay us for them.

• How to pay

1. 1. 1. You can only pay for Services using a credit card or debit card and we only accept payment through PayPal. 
      2. Payment for the Services is in advance. We will not charge your debit card or credit card until we issue the Confirmation.

• Cancellation of Services

1. 1. 1. Once we have issued a Confirmation for ration design services you will not be able to cancel your order. 
      2. Once we have issued a Confirmation for a place or places on a training course you will not be able to cancel your order except in accordance with clause 9.3.
      3. Places on training courses can be cancelled at any time up to 5pm on the day that is ten days before the date the training course is due to be delivered. To cancel a place on a training course, you must e-mail us at info@apheya.com or contact us by telephone on 01207 266330 or 07985467159 or by post to 88 Viewpoint, Consett Business Park, Consett, Co Durham, DH8 6BN .Cancellation will be effective from the date we receive your cancellation notice. If you cancel your Contract in accordance with this clause 9.3, we will refund you the price you paid for the Services as soon as is practicable by refund on the credit card or debit card used by you to pay us for them.

• Disclaimers and limitation of liability

YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

1. Nothing in these Terms shall limit or exclude our liability for:
   1. death or personal injury caused by its negligence, or the negligence of our employees, agents or subcontractors;
   2. fraud or fraudulent misrepresentation; or
   3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
2. Subject to clause 10.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
3. Subject to clause 10.1 and in respect of [ration design] services only:
   1. you acknowledge that we have not visited your premises and have not seen either the fields from which any samples provided have been taken or the beasts intended to be fed any ration based on results we provide to you and, accordingly, we will have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any losses arising under or in connection with the Contract as a result of:
      1. your breach of clause 5.2; or
      2. any faulty analysis provided by any laboratory used to analyse the samples you have provided; 
   2. our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £500,000 in the aggregate in any year of professional indemnity insurance; and
   3. we have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £500,000 per claim. Our liability is therefore limited to £500,000 and you are responsible for making its own arrangements for the insurance of any excess loss. 
4. Subject to clause 10.1 and in respect of any training course, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 150% of the price you have paid for the Services. 
5. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 
6. This clause 10 shall survive termination of the Contract.

• Events outside our control

1. 1. 1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 11.2.  
      2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
      3. If an Event Outside Our Control prevents us from providing any training course or [ration design] service for more than 4 weeks, we will, without limiting our other rights or remedies, have the right to terminate the Contract immediately by giving you written notice and we will refund the price you have paid for the Services as soon as is practicable by refund on the credit card or debit card used by you to pay us for them.

• Notice

1. 1. 1. When we refer, in these Terms, to “in writing”, this will include e-mail.
      2. Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
      3. A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.
      4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. 
      5. The provisions of this clause 12 shall not apply to the service of any proceedings or other documents in any legal action.

• Other general terms

1. 1. Intellectual property rights. All rights in the nature of copyright and/or database right in the Course Materials belong to us and you must not reproduce or otherwise use them except un accordance with our written instructions or authorisation. 
   2. Assignment and other dealings.
      1. We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you in writing or by posting on our site if this happens. 
      2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing. 
   3. Third parties. This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
   4. Severance. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
   5. Waiver. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 
   6. Governing law. A Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 
   7. Jurisdiction. We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).

February 2024