Your attention is particularly drawn to the provisions of clauses 3 (Registration and Member Obligations), 4 (Membership Criteria), 6 (Refusal, Suspension or Termination of Your Membership), 10 (Trade Mark Licence) and 12 (Our Liability)

1.  TERMS AND CONDITIONS

1.1         This document tells You the legal terms and conditions on which You may register as a Member (as defined below) in order to access Our services listed on Our website, www.getmedigital.com (Site) from time to time (Services).

1.2         These terms and conditions and the attached Registration Form (defined below) (together the Terms) will apply to any contract between Us for the provision 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 online.

1.3         Please tick the box marked “I have read and agree to the Terms and Conditions”. If You refuse to accept these Terms, You will not be able to join as a Member or order any Services from Our Site.

1.4         We amend these Terms from time to time as set out in clause 8 (Our Right to Vary These Terms). Every time You wish to renew Your Membership or order any other Services from Our Site, please check the current Terms to ensure You understand the terms which will apply at that time. These will be available at www.getmedigital.com (if you are registering, renewing, or ordering online) or will be available on request by emailing [email protected], or writing to RDI, Gorse Stacks House. George Street, Chester, CH1 3EQ.

2.  INTERPRETATION

In these Terms, the following definitions will apply:

3.  REGISTRATION AND MEMBER OBLIGATIONS

3.1         Registration as a Member is only permitted by a legal entity acting in the course of its business. The person who reads and accepts these Terms confirms that they have the authority to bind the Business on whose behalf they are registering as a Member and order Our Services.

3.2         You must fully comply with the relevant criteria which apply to You and provide Us with evidence of such compliance, as set out in the warranties at clause 4 (Membership Criteria).

3.3         You may only register one Business as a Member, multiple registrations are not permitted.

3.4         Registration as a Member is not transferable.

3.5         Your Membership name must not infringe any third party rights.

3.6         All sections of the Registration Form must be completed as fully and as accurately as possible and to the best of Your knowledge.

3.7         If You do not comply with any of the above provisions in this clause 3, We will be entitled to refuse Your registration or terminate Your Membership as applicable, without refund of any Membership Fees paid in accordance with clause 6 (Refusal, Suspension or Termination of Your Membership) below.

4. MEMBERSHIP CRITERIA

All Members

4.1         To register as a Member You warrant to Us that:

(a)      You have reason to be accredited as a Member and You fall into one of the Membership Categories;

(b)      You are a Business with at least 12 months trading history and shall provide evidence of this upon Our request;

(c)       Your Business is based in and operates from the United Kingdom;

(d)      You have read and understood Our Code of Conduct and shall be committed to these at all times during the term of Your Membership.

(e)      You and Your employees, partners, directors, officers, agents and any other Representatives (where applicable) are only engaged in lawful trading.

(f)       You are not unable to pay Your debts as they fall due or (being a company or limited liability partnership) are deemed unable to pay Your debts within the meaning of section 128 of the Insolvency Act 1986, or (being an individual) You are not deemed as having no reasonable prospect of so doing in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) do not have a partner to whom any of this clause (f) applies.

(g)      You (being an individual) are not the subject of a bankruptcy petition or order.

(h)      You are not the subject of an application to court or an order for the appointment of an administrator, or a notice of intention to appoint an administrator and no administrator has been appointed over You (being a company).

(i)       Neither You, nor any of Your employees, partners, directors, officers, agents or other Representatives (where applicable) are the subject of a pending investigation by trading standards, the police or any other authorities.

4.2      Where applicable, the warranties and criteria set out in this clause 4 must be fulfilled at all times during the term of Your Membership. Any documents or information which We request as evidence that You have satisfied such criteria must be submitted within a reasonable period of time from Our request and in any event, within 21 days after such request. Many of the documents which We require You to provide as evidence have expiration dates. You shall re-submit these documents within a reasonable period of time and in any event within 21 days of any renewal to ensure that they are up to date at all times.

4.3      All information or documentation required under this clause 4 can be provided to Us by email to [email protected],  or post to RDI, Gorse Stacks House, George Street, Chester, CH1 3EQ.

4.4      In the event that We are notified of any non-compliance with this clause 4, upon Our written notice, You shall investigate the same and provide a written report to Us within 14 days, which sets out the measures which You have taken to ensure full compliance with this clause 4. If after 7 days of Our notice, We deem that instances of non-compliance still remain, We may terminate Your Membership in accordance with clause 6 (Refusal, Suspension or Termination of Your Membership) below.

Sole Traders/2-9 Engineers/10+ Engineers

4.5      To register as a Sole Trader, 2-9 Engineers or 10+ Engineers,  in addition to the warranty provided to Us at clause 4.1 above, You warrant to Us that:

(a)      Within six weeks of registration, you shall provide Us with suitable evidence of training or qualifications for the Service Categories You have registered for. If you do not have any training or qualifications in these areas, you must provide Us with evidence of those Services Categories completed upon Our request and to Our satisfaction as follows:

(i)        2 Customer sales invoices (or similar) to evidence work which You have carried out within the last 12 months in respect of the selected Service Categories (these may be subject to references provided to Us by Your customers); and

(ii)       At least 3 supplier invoices (or similar) for goods which You have purchased that are associated with the selected  Service Categories within the last 2 years in order to carry out such  Services.

(b)       You shall provide Us with suitable evidence of employer’s liability and public liability insurance which We deem to be satisfactory and appropriate where applicable, as set out on the Registration Form.

(c)        You shall provide Us with suitable evidence of your identification and a proof of address.

(d)       You agree to Us carrying out a company check, if we deem appropriate where applicable.

5. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

5.1        Upon receipt of Your completed Registration Form, You will receive an e-mail from Us acknowledging that We have received it.  However, please note that this does not mean that Your registration as a Member has been accepted.  Your Membership status shall from this point be “pending.” Our acceptance of Your registration will take place as described in clause 5.2.

5.2        We will confirm Our acceptance to You by sending You an e-mail that confirms that Your payment of any Membership Fee has been received and We have received all up to date documentary evidence required in relation to the Membership criteria set out at clause 4 (Membership Criteria) (Confirmation).  The Contract between Us will only be formed when We send You the Confirmation.

6. REFUSAL, SUSPENSION OR TERMINATION OF YOUR MEMBERSHIP

6.1         We reserve the right to exercise any of the remedies set out at clause 6.2 below at Our absolute discretion if You:

(a)      submit a fraudulent registration for Membership; or

(b)      have failed to remedy Your breach of clause 4 (Membership Criteria) in accordance with clause 4.4 and/or are in material breach of the other provisions of these Terms and/or any policies contained on Our Site, or any laws; or

(c)       are the subject of a complaint which has come to Our attention via a third party and We are investigating such complaint; or

(d)      post any hyperlinks on Our Site to external websites; or

(e)      interfere with another Member’s profile; or

(f)       use Our Site for any illegal purpose; or

(g)      take any actions which We believe may cause legal liability for Us or for Our Members; or

(h)      You suspend or cease, or threaten to suspend or cease to carry on all or a substantial part of Your business; or

(i)        You (being a company) have a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010); or

(j)       You challenge the validity of Our Mark.

6.2         In the event that any of the actions or events listed in clause 6.1 above apply, We reserve the right to exercise any of the following remedies at Our absolute discretion:

(a)      refuse registration for Membership;

(b)      suspend Your Membership and/or limit Your activities on Our Site; and

(c)       permanently terminate Your Membership.

6.3         We shall notify You of any refusal, suspension or termination of Your registration or Membership pursuant to clause 6.2 above by email to the email address You provided during the registration process. Subject to clause 6.4 below, You will not be entitled to a refund of any Membership Fees paid.

6.4         If the reason for refusal or termination of Your Membership is breach of clause 4.2 (Membership Criteria) above and You have failed to provide the information or documentation required within the time period set out therein, We shall at Our absolute discretion provide You with a full or part refund of the Membership Fees paid following that period, taking into account any administrative costs incurred to date.

6.5         For the avoidance of doubt, the Licence granted to You at clause 10 (Trade Mark Licence) below will terminate with immediate effect upon termination of Your Membership in accordance with this clause 6.

7. EFFECT OF TERMINATION OF YOUR MEMBERSHIP

7.1         On expiry or termination of Your Membership for any reason and subject to any express provisions set out elsewhere in these Terms:

(a)      all outstanding sums payable to You by Us shall immediately become due and payable;

(b)      all rights and licences granted to You pursuant to these Terms shall cease;

(c)       You shall immediately return any issued Membership identification cards to Us;

(d)       You shall cease all use of Our Marks within 3 months and replace or amend any of Your business vehicles and Materials which bear a representation of Our Marks. However, if the cause of termination of Your Membership is Your breach of these Terms, You must immediately cease use of Our Marks and replace or amend such business vehicles and Materials as soon as practicable and in any event within 1 calendar month.

7.2         You shall continue to refrain from doing or omitting to do, or permitting to be done, any act that will or may weaken, damage or be detrimental to Our Marks or the reputation or goodwill associated with Our Marks or Us, or that may invalidate or jeopardise any registration of Our Marks.

7.3         Termination or expiry of Your Membership shall not affect any rights, remedies, obligations or liabilities of either You or Us that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination or expiry.

8. OUR RIGHT TO VARY THESE TERMS

8.1         We may revise these Terms from time to time in the following circumstances:

(a)      changes in how We accept payment from You; and

(b)      changes in relevant laws and regulatory requirements.

8.2         Every time You order Services from Us or renew Your Membership in accordance with clause 9.6 (Membership Fees, Prices for Additional Services and Payment Terms), the Terms in force at that time will apply to the Contract between You and Us.

9. MEMBERSHIP FEES, PRICES FOR ADDITIONAL SERVICES AND PAYMENT TERMS

9.1         Membership Fees and prices for additional Services are liable to change at any time, but changes will not affect registrations or orders in respect of which You have already received Confirmation. All changes to Membership Fees and other prices will be posted on Our Site.

9.2         Payment of Membership Fees and other Services must be paid by credit or debit card at the time of registration or order as applicable. We accept payment with Visa, Mastercard and American Express. We will charge Your credit or debit card at the time You submit Your registration or order. Alternatively, We accept cheques delivered by post to RDI, Gorse Stacks House, George Street, Chester, CH1 3EQ. Payment of Membership Fees can also be arranged by monthly direct debit, which is subject to an additional administration charge as set out on the Registration Form. In the event that we have not received payment from you on the date that we receive your completed Registration Form, we will contact you to arrange for the same to be made. Please note that no contract will be formed between us until you receive Confirmation from us in accordance with clause 5.2 (How the Contract is Formed Between You and Us) above.

9.3         It is always possible that, despite our best efforts, some of the Membership Fees and other prices listed on Our Site may be incorrectly priced. Where you are making any payment via Our Site We will normally verify these prior to processing Your payment so that, where a Service’s price is less than our stated price, we will charge the lower amount when charging You.  If a Service’s correct price is higher than the price stated on our Site, we will normally, at our discretion, either contact You for instructions before processing Your payment, or reject Your order and notify You that we are rejecting it.

9.4         In respect of prices stated on Our Site, if the pricing error is obvious and unmistakable and could have reasonably been recognised by You as an error, we do not have to provide the Services to You at the incorrect (lower) price.

9.5         Membership Fees and payments for all other Services are non-refundable, subject to Our absolute discretion as set out at clause 6.4 (Refusal, Suspension or Termination of Your Membership) above.

9.6         All Memberships are for the provision of Membership Services for a 12 month period.  You will be notified 30 days in advance of the expiry of Your Membership to enable You to renew Your Membership.

9.7         Each separate order for Our Services will constitute a separate contract between You and Us for provision of the Services on the basis of these Terms.

10. TRADE MARK LICENCE

Grant and Duration

10.1       Subject to Your strict compliance with these Terms, in particular with clause 4 (Membership Criteria), We hereby grant to You a non-exclusive licence (Licence) to use Our Marks on Your business vehicles and Materials in the United Kingdom solely in relation to the services or products which You manufacture, promote, distribute and sell (as applicable) under Your registered Membership Type (Approved Services and Products) or for any other purpose agreed by Us in writing.

10.2       The Licence shall commence on the date which We confirm that You are a fully registered Member pursuant to clause 5.2 (How the Contract is Formed Between You and Us) above and shall continue for the term of Your Membership.

Application of Our Mark

10.3       Where possible, You shall use Your reasonable endeavours to prominently display Our Marks on all Your business vehicles and Materials which are produced or maintained on Your behalf, with websites to include a hyperlink to Our Site. You shall comply strictly with Our directions regarding the form and manner of the application of Our Marks including those directions contained in Our Brand Guidelines.

10.4       Subject to clause 10.5, apart from Our Marks, You may not affix or use any other trade mark or logo in relation to Your business vehicles and Materials save for trade marks or logos of any other reputable trade association or organisation which are connected with the Membership Type for which You are registering.

10.5       You may use Your trade name on packaging, advertising and promotional materials on Your business vehicles and Materials.

10.6       You shall not use in Your business any other trade mark confusingly similar to Our Mark and shall not use Our Mark or any word confusingly similar to Our Mark as, or as part of, Your corporate or trading name.

Title, Goodwill and Registrations

10.7       You acknowledge that We are the exclusive licensee with the right to sub-license Our Mark.

10.8       Any goodwill derived from Your use of Our Marks shall accrue to Us. We may, at any time, call for a confirmatory assignment of that goodwill and You shall immediately execute it.

10.9       You shall not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to Our Marks or the reputation or goodwill associated with Our Marks or Us, or that may invalidate or jeopardise any registration of Our Marks.

10.10     You shall not apply for, or obtain, registration of Our Marks for any goods or services in any country.

10.11      You shall not apply for, or obtain, registration of any trade or service mark in any country which consists of, or comprises, or is confusingly similar to, Our Marks.

10.12     We warrant that We are the exclusive licensee with the right to sub-licence Our Mark and may, at Our discretion, on written notice to You, delete any of the entries in Schedule 1.

Protection of Our Mark

10.13    You shall immediately notify Us in writing giving full particulars if any of the following matters come to Your attention:

• any actual, suspected or threatened infringement of any of Our Marks;
• any actual or threatened claim that any of Our Marks are invalid;
• any actual or threatened opposition to Our Marks;
• any claim made or threatened that use of any of Our Marks infringes the rights of any third party;
• any person applies for, or is granted, a registered trade mark by reason of which that person may be, or has been, granted rights which conflict with any of the rights granted to You under these Terms; or
• any other form of attack, charge or claim to which Our Marks may be subject.

10.14    In respect of any of the matters listed in clause 10.13:

• We shall, in Our absolute discretion, decide what action if any to take;
• We shall have exclusive control over, and conduct of, all claims and proceedings;
• You shall not make any admissions other than to Us and shall provide Us with all assistance that it may reasonably require in the conduct of any claims or proceedings; and
• We shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for Our own account.

10.15    The provisions of section 30 of the Trade Marks Act 1994 (or equivalent legislation in any jurisdiction) are expressly excluded.

10.16    Nothing in these Terms shall constitute any representation or warranty that:

• any Marks are valid;
• any Marks (if an application) shall proceed to grant or, if granted, shall be valid; or
• Your exercise of the rights granted to You under these Terms will not infringe the rights of any person.

Your additional obligations

10.17    You shall:

• ensure that Your Approved Services and Products are safe for the use for which they were intended;
• obtain at Your own expense all licences, permits and consents necessary for the provision of Your Approved Services and Products in the United Kingdom;
• perform Your obligations in connection with the provision of Your Approved Services and Products with all due skill, care and diligence including good industry practice;
• only make use of Our Marks for the purposes authorised in these Terms;
• comply with all regulations and practices in force or use in the United Kingdom to safeguard Our rights in Our Mark

10.18    You shall not, nor directly or indirectly assist any other person to:

• use Our Marks except as permitted under this clause 10; or
• do or omit to do anything to diminish the rights of Us in Our Marks or impair any registration of Our Mark

10.19    You acknowledge and agree that the exercise of the Licence granted to You under this clause 10 is subject to all applicable laws, enactments, regulations and other similar instruments in the United Kingdom, and You understand and agree that You shall at all times be solely liable and responsible for such due observance and performance.

11. YOUR INTELLECTUAL PROPERTY AND DATA PROTECTION

11.1       You acknowledge and agree that We have the right to use for any purpose We reasonably deem necessary any content, information or documentation that You upload to Our Site or provide to Us via any other method such as telephone, fax or post for the purposes of Your Membership and complying with these Terms.

11.2       You hereby grant to Us a non-exclusive irrevocable world-wide licence to use any logos, registered or unregistered trademarks or any other Intellectual Property Rights in any content, information or documentation which You provide to Us in accordance with clause 11.1 above and for any purpose referred to therein.  This includes but is not limited to Your business logo(s) and photographic identification for use on Our Membership identification cards and search listings on Our website, www.getmedigital.com if You have requested this additional Service.

11.3       Our Privacy Policy which can be found at www.getmedigital/privacy-policy sets out the terms on which We process any personal data We may collect from You, or that You provide to Us. By using Our Site, registering as or becoming a Member, You consent to such processing and You warrant that all data provided by You is accurate.

12. OUR LIABILITY

12.1       Nothing in these Terms limits or excludes Our liability for:

(a)      death or personal injury caused by Our negligence; or

(b)      fraud or fraudulent misrepresentation.

12.2       Subject to clause 12.1, We will under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a)      any loss of profits, sales, business, or revenue;

(b)      loss or corruption of data, information or software;

(c)       loss of business opportunity;

(d)      loss of anticipated savings;

(e)      loss of goodwill; or

(f)       wasted management or office time;

(g)      any indirect or consequential loss.

12.3       Subject to clause 12.1 and clause 12.2 , 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 the price paid for the Services in the last 12 calendar months.

12.4       Except as expressly stated in these Terms, We do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, We will not be responsible for ensuring that the Services are suitable for Your purposes.

13. EVENTS OUTSIDE OUR CONTROL

13.1       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 13.2.

13.2       An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, 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, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

13.3       If an Event Outside Our Control takes place that affects the performance of Our obligations under a Contract:

(a)      We will contact You as soon as reasonably possible to notify You; and

(b)      Our obligations under a Contract will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control.

14. COMMUNICATIONS BETWEEN US

14.1       When We refer, in these Terms, to “in writing”, this will include e-mail.

14.2       If We have to contact You or give You notice in writing, We will do so by e-mail or by pre-paid post to the address You provide to Us at registration.

14.3       Please note that any notice given by You to Us, or by Us to You, will be deemed received and properly served immediately when posted on Our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter.  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. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15. OTHER IMPORTANT TERMS

15.1       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.

15.2       You may only transfer Your rights or Your obligations under these Terms to another person if We agree in writing.

15.3       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.

15.4       Nothing in these Terms is intended to, or shall be deemed to establish any partnership or joint venture between You and Us, constitute either You or Us the agent of the other, or authorise either You or Us to make or enter into any commitments for or on behalf of any other party.

15.5       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.

15.6       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.

15.7       These Terms are governed by English law. This means that 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), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1 – Our Mark

Schedule 2 – Service Categories

Alarms / Security

CCTV (Closed Circuit TV)

Communal Aerial / Satellites

Electrician

Freesat

Freeview

Home Camera Systems

Home Cinema Installation

Home Networking

Network Cabling

Satellite Broadband

Satellite TV

Smart Home

Smart Home Technology Consultant

Smart Home Technology Professional

Smart Lighting / LED Lighting

TV Aerial

TV Wall Mounting

WiFi