Terms of Service
TERMS OF SERVICE
- ABOUT US
We are Pierce Protocols Limited trading as HENI (“HENI” “we” “our” or “us”), a limited liability company registered in England and Wales under company number 05613954. Our registered office is at 126-134 Baker Street, London, England, W1U 6UE and our VAT number is GB 880 0793 13.
- WHAT THESE TERMS COVER AND WHAT OUR SERVICE INCLUDES
We operate the Heni Art Club which offers you access on a subscription basis to digital content including eBooks, magazines and other material (“eContent”), which you can read on our reading software app (“eReader app”). We also offer access to our programme of events (“Programme”), and to buy print editions of books (“Books”). These terms of service contain the terms and conditions on which we supply the eContent, eReader, Programme and Books to you (together the “Service”) for a fee on a recurring periodic subscription basis (“Subscription”).
We will supply the Service to you until either you end the Subscription as described in Clause 9 or we end the Subscription by written notice to you as described in Clause 9.
- THERE ARE OTHER TERMS THAT APPLY TO USE OF OUR SERVICE
The following additional terms also apply to your use of our Service:
- YOUR ACCOUNT AND SUBSCRIPTION
- You will need to set up an account with us if you wish to subscribe to our Service (“Account”). By creating an Account, you agree to: (a) provide accurate, current and complete Account information about yourself: (b) maintain and promptly update from time to time as necessary your Account information: (c) maintain the security of your password; and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Service, or your Account including loss, theft, or unauthorised disclosure of your password or credit card information. Such notification should be sent via email to [email protected]. We shall not be liable for any loss or damage resulting from your failure to safeguard your password and Account. We may send you communications about your Account (e.g., password changes and other transactional information).
- You agree that the Service is provided for your own personal use. You also agree that you will not share your password to the Service with any other person. The rights being granted to you are personal in nature to you and may not be shared with or transferred to anyone else.
- SUBSCRIPTION FEES, PAYMENT AND CANCELLATION
Price and payment
- Subscription fees payable for a Subscription will be charged at our list prices (as amended from time to time) current at the time we invoice you for them and are payable in advance on a monthly basis or some other recurring interval disclosed to you before you buy a Subscription (“Subscription Period”). Your payment to us will automatically renew at the end of the applicable Subscription Period, unless you cancel your Subscription before the end of the then-current Subscription Period in accordance with these Terms of Service. The cancellation will take effect the day after the last day of the current Subscription Period.
- You will be provided access to the Service from the moment that you activate your Subscription by submitting your payment details and the purchase is confirmed, at which point a contract will come into existence between you and us for the Subscription.
- You will be asked to provide a payment method that we accept in order to activate your Subscription along with other payment information. You represent and warrant that you have the legal right to use all payment method(s) that you provide to us. Your authorisation also applies to our payment processors. You hereby authorise us to charge your specified payment method on a recurring basis, in advance, for the provision of the Service. You authorise us to continue to attempt to charge with respect to all sums described in these Terms of Service, or any portion thereof, to your payment method until such amounts are paid in full. You agree to provide updated payment information upon request and at any time the information you previously supplied becomes invalid. You acknowledge and agree that we will not have any liability whatsoever for any insufficient funds or other charges incurred by you as a result of attempts to charge, and/or place holds on, your specified payment method as contemplated by these Terms of Service.
- All Fees are inclusive of VAT (where applicable) at the current rates chargeable unless otherwise stated.
- Price increases: We reserve the right to review the subscription fees from time to time. If we increase the subscription fees, then we will notify any price changes to you in advance. Price changes will take effect at the start of the next Subscription Period following the date of the price change. Subject to applicable law you accept the new price by continuing to use the Service after the price change takes effect. If you no longer want to continue with your Subscription due to an increase in any subscription fees, you can cancel your Subscription by giving us notice at any time before your next Subscription payment date. You will continue to have access to the Service for the remainder of your current Subscription Period (up until the renewal date), at which time the Subscription will end. Notice can be given in accordance with clause 9.6.
- Cancellation for consumers in the UK or European Union – cooling off period: If you are a consumer residing in the UK or the European Union, you have a legal right to change your mind for any or no reason and cancel your Subscription up to 14 days after the day on which you activate your Subscription. You agree that by activating your Subscription, you are asking us to commence providing the Service immediately and that the 14 day cooling off period is lost once you use the Service during that period. To exercise your right to cancel, please contact us before the end of the 14 day period informing us of your wish to cancel and providing details of your name and contact details. You may use the cancellation form in the Schedule to these Terms of Service, but you do not have to. Any notice given by you after the 14 day time limit will not be effective to cancel your order. Your refund will be made within 14 days of your telling us you have changed your mind.
- If you cancel after we start providing the Service, you must pay us for the days which have elapsed from the date of activation of your Subscription until the time you cancel.
- Cancellation at any time: you may cancel your Subscription at any time. You will continue to have access to the Service for the remainder of your current Subscription Period (up until the renewal date), at which time the Subscription will end. You can notify us that you want to cancel in accordance with clause 9.6.
- WHAT WE CAN DO IF YOU FAIL TO PAY OR ARE LATE IN PAYING SUBSCRIPTION FEES
- If you do not make any payment due to us on time, we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount. This does not limit our other rights under these Terms of Service.
- If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved.
- Once the dispute is resolved, we will charge you interest on correctly invoiced sums from the original due date (if applicable).
- We may suspend provision of the Service if we do not receive payment on time from you. We will inform you of the non-payment on the due date, however if you do not make payment within 7 days of our notice, we may suspend provision of the Service until we have received all outstanding sums due from you. If we do suspend provision of the Service, we will inform you of the suspension. You will not be charged for any Service while provision is suspended.
- E CONTENT AND EVENTS PROGRAMME
- eContent is content that is published by us or by our third party publishers and licensors (“Licensors”). Once you have accessed the eContent you may view it on our eReader app. We will make the eContent available for online viewing or download by you as soon as you activate your Subscription.
- Subscribers can register to attend digital and in person events as advertised. We may need to change the events schedule from time to time and the delivery method for events (e.g. Zoom or other platforms or in person) and will notify subscribers of any changes on our website.
- All events, however delivered, are subject to availability and we cannot guarantee that you will be able to attend.
- We may offer in-person events where attendance may be decided by a prize draw or by a competition, or for which tickets may be sold, at our discretion.
- We reserve the right to charge an attendance fee for certain events. Where applicable, we will notify you in advance of any charges payable and how to pay either on our website or by email.
- PRINT BOOKS
- Subscribers shall have the opportunity to purchase Books published by us or by third party publishers. For all orders of Books, once your order has been placed, we will send you an acknowledgment by email providing you with a customer order number and the cost of your order. This email is an acknowledgement that we have received your order and does not constitute acceptance of your order by us.
- Unless we have notified you that we do not accept your order or you have cancelled your order in accordance with the cancellation procedures set out below, the acceptance of your order by us will take place when we notify you that the Book ordered by you are ready to be dispatched, at which point a contract will come into existence between you and us.
- We may be unable to accept your order. This might be because the Book is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we are unable to obtain authorisation for your payment or we identify an error in the price or description of the Book or you are in breach of these Terms of Service. If, for whatever reason, we do not accept your order, we will notify you of this and we will refund to you any amounts that you have already paid to us for the Book.
- The Books may vary slightly from their pictures. The images of the books on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the books. Your book may vary slightly from those images.
Prices and payment
- The purchase price indicated on the site is exclusive of delivery charges and VAT, sales, use and other taxes (where applicable) which will be payable at the current rates chargeable unless otherwise stated and will be displayed to you on our website before you complete your purchase.
- We may offer a discount against the recommended retail price of certain Books but we do not guarantee that a discount will be offered or that we will price match with any other publisher or retailer.
- In addition to the amounts payable to us, you are responsible for paying any taxes, customs duties and fees levied by local customs authorities (“Import Duties and Taxes”) which are triggered when the book is shipped to the country you designate. Where Import Duties and Taxes are due, you are solely responsible for paying them. We do not collect and pay Import Duties and Taxes on your behalf. You will need to pay any amounts due directly to the applicable customs authority. We are not able to offer any guidance on Import Duties and Taxes and we recommend that you contact your local customs office for details.
- It is always possible that, despite our best efforts, some of the Books we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the Book’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Book’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.
- If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
- Payment may be made by any of the methods specified on our site. You must pay for the Books before we dispatch them to you. We will deliver the Books to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order, unless we agree otherwise.
- Any Books you order will be your responsibility from the time we deliver the Books to the address you gave us. You will own Books once we have received payment in full.
Your right to cancel an order- cooling off period
- If you are a consumer residing in the UK or the European Union, you have a legal right to cancel your order for a Book at any time prior to delivery or within 14 days of delivery having been made (starting with and including the day after you receive the Book).
- To exercise your right to cancel, please contact us before the end of the 14 day period informing us of your wish to cancel and providing details of your name, address, contact details, customer order number, the date on which your order was placed and the Book to be returned. You may use the cancellation form in the Schedule to these Terms of Service, but you do not have to. Any notice given by you after the 14 day time limit will not be effective to cancel your order.
- If you cancel your order after the Books have been dispatched to you (or at a time when it is too late for us to prevent them being dispatched), you must return them to us at Pierce Protocols Ltd, 29-35 Lexington Street, London, W1F 9AH (or such other address as we may specify on the order) by recorded delivery within 14 days of notifying us that you wish to cancel the contract. You must retain the recorded delivery receipt for your own purposes in order to provide proof to us that you have returned the Books should this be required. You are responsible for ensuring that the Books are adequately protected during transit, bearing in mind their nature and value. Books must be returned in a saleable condition. We ask that you return the Books in the same packaging.
- If you exercise your right to cancel set out in this clause, you must pay the costs of return.
- If you exercise your right to cancel, we will refund you the price you paid for the Books, including delivery costs but subject to any applicable deductions as described in clause 8.17.
- In calculating the amount to be refunded to you: (i) the maximum amount that we will refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer; (ii) we may make deductions to reflect any reduction in the value of the Books that is the result of unnecessary handling of the Books by you. If we make the refund to you before we are able to inspect the Books and later discover that you have handled them unnecessarily, you must pay us an appropriate amount.
- We will process any refunds due to you within 14 days from the day on which we receive the Books back from you or, if earlier, the day on which you provide us with evidence that you have sent the Books back to us in accordance with these Terms of Sale. We will notify you by email once your refund has been processed. Refunds will be made using the same payment method that you used when purchasing your Subscription.
- Nothing in this clause affects any of your rights to reject Books other than in accordance with your right to cancel under this clause. If you have any questions or complaints about a Book and/or you wish to exercise a right to reject a Book and return it, you can contact us at [email protected]. You must provide details of your name, address, contact details, customer order number, the date on which your order was placed and the Book to be returned.
Your right to cancel
- Cancellation for consumers in the UK or European Union. If you are a consumer residing in the UK or the European Union, you have a legal right to cancel your order for a Book or to cancel your Subscription during the 14 day cooling off period in accordance with clause 5.6 and clause 8.12.
- Cancellation due to material changes. You may end the Subscription at any time if we have informed you of a forthcoming material change to your Subscription, or to these Terms of Service that you do not agree to. If the change is set to take effect or apply to you before the end of your current Subscription, we will issue you with a pro-rated refund equal to the remaining time left in that Subscription. If the change will not take effect or apply to you until the expiry of your current Subscription, the Subscription will end at the end of that Subscription period and you will continue to have access to the Service until that date.
- Cancellation due to price increase. You may end the Subscription in accordance with clause 5.5 if we increase the subscription fees.
- Cancellation due to suspension of the Service. If we have suspended availability of the Service for more than 7 days, or we have informed you that we are going to suspend availability for more than 7 days, you may end the Subscription immediately. If you end the Subscription for this reason, we will issue you with a pro-rated refund.
- Cancellation due to our breach. You also have a legal right to end the Subscription at any time if we are in breach of the Agreement. You may also be entitled to a full or partial refund and compensation.
- How to end the contract with us. To end the Subscription and your contract with us, please let us know by emailing us at [email protected]. Please provide your name, home address, details of the Subscription or order for a Book and, where available, your phone number and email address. If you are cancelling your order or Subscription during the cooling off period in accordance with clause 5.6 or 8.12, you may use the cancellation form in the Schedule to these Terms of Service, but you do not have to.
Our rights to cancel
- We can cancel the provision of the Service at any time on written notice to you, with such notice to expire at the end of the current Subscription Period.
- We can cancel the provision of the Service immediately on notice if you are in material breach of any of the terms of these Terms of Service or if we reasonably believe that providing the Service to you may be unlawful or puts us under any liability to any third party or may damage our reputation.
- If we cancel the provision of the Service to you in accordance with clause 9.7 or 9.8, we shall have no liability or responsibility to you, and we shall not refund any subscription fees that you have already paid.
- We may write to you to let you know that we are going to stop providing the Service. We will give you reasonable advance notice of our stopping the supply of the Service and will refund you on a pro rata basis any subscription fees you have paid in advance (for the relevant cancelled Subscription) which relate to any unexpired part of the Subscription Period at the date of cancellation. We will also refund any sums you have paid in advance for Books which will not be provided.
Consequences of cancellation
- Upon termination for any reason, your right to use the Service, and all associated license rights, shall immediately terminate, and you shall cease having access to the Service and will have no further rights to use the Service. Termination of your right to use the Service shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to us.
- USER GENERATED CONTENT
- Subscribers to our Service may post, upload, or otherwise contribute content to the Service (for example text, comments, messages, pictures (“User Generated Content“). This User Generated Content has not been verified or approved by us and the views expressed by subscribers on our Service do not represent our views.
- We are under no obligation to oversee, monitor or moderate any User Generated Content and we expressly exclude our liability for any loss or damage arising from the User Generated Content and use of any interactive service on our Service by a user or subscriber in contravention of these Terms of Service and any of our policies, whether the Service is moderated or not.
- You must comply with our acceptable use policy set out in clause 11 below. We reserve the right to remove or disable access to any User Generated Content for any or no reason, including User Generated Content that, in our sole discretion, violates the acceptable use policy or any other conditions of these Terms of Service. We may take these actions without prior notification to you or any third party. Removal or disabling of access to User Generated Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Generated Content.
- Any User Generated Content you upload to our Service will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your User Generated Content, but you are required to grant us a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that User Generated Content in connection with the Service and across different media including to promote the Service forever. Where applicable and permitted under applicable law, you also agree to waive and not enforce any “moral rights” or equivalent rights, such as your right to be identified as the author of any User Generated Content, and your right to object to derogatory treatment of such User Generated Content.
- We also have the right to disclose your identity to any third party who is claiming that any User Generated Content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
- ACCEPTABLE USE POLICY
- This acceptable use policy applies to any and all User Generated Content that you post or otherwise contribute to our Service, and to any interactive services associated with it. We will determine, in our discretion, whether User Generated Content breaches the acceptable use policy.
- User Generated Content must not:
- Be defamatory of any person, be obscene, offensive, hateful or inflammatory;
- Bully, insult, intimidate or humiliate or promote violence;
- Promote sexually explicit material;
- Include child sexual abuse material;
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Infringe any copyright, database right or trade mark of any other person;
- Be likely to deceive any person;
- Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
- Be in contempt of court;
- Promote any illegal content or activity;
- Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
- Give the impression that the User Generated Content emanates from us, if this is not the case;
- Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
- Contain any advertising or promote any services or web links to other sites;
11.3 When we consider that a breach of this acceptable use policy has occurred, we may take such action as we deem appropriate. Failure to comply with this acceptable use policy constitutes a material breach of these Terms of Service upon which you are permitted to use our Service, and may result in our taking all or any of the following actions:
- Immediate, temporary or permanent withdrawal of your right to use our Service;
- Immediate, temporary or permanent removal of any User Generated Content uploaded by you to our Service;
- Issue of a warning to you;
- Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
- Further legal action against you;
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
11.4 We exclude our liability for all action we may take in response to breaches of this acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
- YOUR USE OF THE SERVICE AND INTELLECTUAL PROPERTY RIGHTS
12.1 As a subscriber to the Service, we grant you a personal, non-exclusive, non-transferable, limited licence to access and use the Service and view the eContent that you have access to for the duration of your Subscription for your personal, non-commercial use, all in accordance with these Terms of Service.
12.2 The Service includes the eContent, eReader app, and other software and digital content provided by us and our Licensors which are licensed to you by us for use only in accordance with these Terms of Service. We and our Licensors retain ownership of the intellectual property rights in the eContent, eReader app and other components of the Service and reserve all rights not expressly granted to you. All title to, ownership of and all copyright and other proprietary rights in the Service shall at all times remain vested in HENI, its Licensors and the authors of the eContent, as applicable.
12.3 You may use our Service only for lawful purposes. You shall not:
- duplicate, reverse engineer, decompile, disassemble, or attempt to derive the source code, modify or create derivative works of the eReader app or any other software and systems contained in the Service,
- modify, remove, delete, use, sell, reproduce, copy, sub-license, share, adapt, redistribute, sublicense or otherwise commercially exploit the eContent, any other digital content or other parts of the Service.
- access without authority, interfere with, damage or disrupt any part of our Service, any software used in the provision of our Service;
- use index scraping or webcrawler or any other similar software or make any automated or systematic extractions from the Service;
- use the Service In any way that breaches any applicable law or regulation.
- Use the Service in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
- transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam)l
- knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
12.4 You agree that you will not make print or electronic copies of any portions of the eContent for anyone other than yourself to use, nor will you use, or allow others to use, your Account for the purpose of executing any software, programs or other technology intended to create copies of or otherwise reproduce the eContent.
- OUR RIGHT TO MAKE CHANGES
13.1 We may, at any time and without prior notice, remove eContent or other content from the Service and/or remove features of the Service if we decide in our sole discretion that we do not have the necessary rights to such eContent or if we are no longer able to provide you with access to such eContent for any other legal or regulatory reason, or for any other reason. If we decide to remove any eContent from the Service, we will do what we reasonably can to provide you with alternative similar content, and you agree that you will not be entitled to a refund for the removed eContent.
13.2 We can make reasonable changes to these Terms of Service at any time for security, legal, regulatory or operational reasons. When we make material changes to the Terms of Service, we will provide you with notice as appropriate under the circumstances e.g. by displaying a prominent notice or seeking your agreement within the Subscription or by sending you an email. If you do not accept such changes you can contact us to cancel your Subscription in accordance with clause 9.2.
13.3 Updates: We may make available to you in our discretion updates to the Service. The updates may not include all existing software features or new features that we release for newer browser versions or other devices. These Terms of Service will govern any software updates provided by us that replace and our supplement the original Service made available to you, unless such update is accompanied by a separate licence in which case the terms of that licence will govern the update.
- EVENTS BEYOND OUR CONTROL
We are not responsible for delays outside our control. If our supply of the Books or the Service is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any Books you have paid for but not received.
If you have any questions or complaints about our Service please email us at [email protected].
16.1 References to liability in this clause 16 include every kind of liability arising under or in connection with these Terms of Service including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
16.2 No provision in these Terms of Service shall be deemed to exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence, our liability for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.
16.3 Subject to clause 16.2 our total liability in connection with the provision of the Service shall be limited to the total fees paid by you for the Service.
16.4 Subject to clause 16.2, under no circumstances will we be liable to you for: (i) any loss of profits, sales, business, or revenue; (ii) loss or corruption of data, information or software; (iii) loss of business opportunity; (iv) loss of anticipated savings; (v) loss of goodwill; or (vi) any indirect or consequential loss.
16.5 All information and services made available through the Service are provided on an “as is” and “as available” basis. We are not responsible for the correctness of any statement of whatever kind, whether written or oral, nor for any other errors or omissions in description or for any faults or defects.
16.6 We do not give any representation or warranty or assume any liability of any kind whatsoever, express or implied, in connection with these Terms of Service or our Service, except to the extent such representations and warranties cannot be excluded under applicable law, and no statement anywhere whether oral or writing shall be deemed to be such a representation or warranty.
16.7 The laws of some countries do not allow some or all of the disclaimers, limitations or exclusions described above. This is especially so if you are a consumer. If these laws apply to you, some or all of the above disclaimers, limitations or exclusions may not apply to you and you might have additional rights.
- FINAL PROVISIONS
17.1 We may transfer any of our rights and obligations under these Terms of Service to another organisation. You may only transfer your rights or obligations under these Terms of Service if we agree to this in writing.
17.2 Each of the clauses of these Terms of Service operates separately. If any part of these Terms of Service is disallowed or found to be ineffective by any court or regulator, the other provisions shall continue to apply.
17.3 If you breach these Terms of Service and we take no action against you, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms of Service. The rights and remedies in these Terms of Service are cumulative and are not exclusive of any rights or remedies provided by law.
17.4 This agreement is between you and us. No other person shall have any rights to enforce any of its terms.
17.5 These Terms of Service and their subject matter and formation (and any non-contractual disputes or claims) shall be governed by the laws of England and Wales.
17.6 Any disputes relating to these Terms of Service shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
MODEL CANCELLATION FORM
(Complete and return this form only if you wish to withdraw from the contract)
To [TRADER’S NAME, ADDRESS, TELEPHONE NUMBER AND, WHERE AVAILABLE, FAX NUMBER AND E-MAIL ADDRESS TO BE INSERTED BY THE TRADER]
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract for the supply of the following service [*],
Ordered on [*]/received on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
@2022 HENI. ALL Rights Reserved.