E-mails and telephone calls to and from Groh Productions, Inc. may be recorded for training and quality purposes.
This document sets out the terms and conditions for the supply and license
of products ("the Terms"), which apply to all customers who deal
with Groh Productions, Inc. in the course of their business. Separate terms
apply where you deal as a consumer - please see www.GrohTV.com for more details.
These Terms apply to all orders accepted by Groh Productions, Inc. on or after
1 January 2009.
These Terms govern the agreement between us and you for the supply (by sale
or rental, as specified in the Order Confirmation) of Products to you, for
which we grant you a non-exclusive License to use such Products in accordance
with the terms set out herein.
Part A - Our Supply Of Products To You
1. Acceptance of Orders
An agreement is only made for the supply and use of Products when we accept your order and issue an Order Confirmation. Acknowledgement of receipt of orders will be given entirely at our discretion, but will not constitute acceptance.
2. Cancellation of Orders
If you wish to cancel an accepted order you must provide us with notice in writing, to be received no less than 3 working days before the due dispatch date. Otherwise you cannot cancel contracts for Products, and Products can only be rejected in the event of a defect as set out in Clause 8.
The price payable by you for Products shall be as agreed and set out on the Order Confirmation, failing which it shall be Groh's published prices applicable at the time of dispatch of the Product. Prices quoted do not include VAT and delivery costs (unless expressly stated).
Payment for rental orders which are made less than 3 working days prior to the requested dispatch date must be made at the time of placing the order, by a guaranteed method (for example, credit card).
We may, at our sole discretion, issue you with credit facilities when placing any order. Where credit is not offered you must pay the full price as set out in Clause 3 at the time of placing the order.
Where credit is offered, payment is due within 30 days of the date of our invoice, without any withholding, set-off or other deduction.
If you fail to make payment within 30 days of the invoice date, then, without prejudice to our other rights and remedies, we may suspend your License to use the Product until such time as payment is received. Interest will be due on all late payments, before as well as after judgment, at the rate of 1.5% per month.
No payment shall be deemed to have been received until we have received cleared funds.
Subject as set out in this Clause 5, and subject to your obligations pay for Products as set out in Clause 4, we will use all reasonable endeavors to dispatch Products on the agreed dispatch date, to the address set out in the Order Confirmation. We may at any time notify you of delays in the dispatch or delivery of Products, and may, at our discretion, amend the dispatch or delivery dates accordingly. Under no circumstances shall time be considered of the essence in relation to dispatch or delivery of Products.
You will be responsible for all delivery costs and charges, including an express delivery surcharge for Products ordered less than 3 working days prior to the dispatch date.
You must notify us of late delivery or non-delivery before close of business on the working day immediately following the scheduled delivery date, failing which the Product will be deemed received at the date and time scheduled.
6. Risk and Care of Product
Risk in Products shall pass on delivery. In the case of rental of Products, you must keep and maintain each Product in a safe and secure manner, free from all damage. You will be liable for the full cost of replacement of Products in the event of loss or damage, howsoever caused or arising.
7. Product Warranties
Unless stated elsewhere in these Terms, Groh makes no warranties or representations, either express or implied, in relation to any Product’s completeness, accuracy, quality (save as set out in Clause 8) or fitness for a particular purpose (whether advised to us or not).
In particular, you are fully responsible for ensuring that the format in which the Product is supplied is compatible with and suitable for use in conjunction with your video, DVD player, computer or other relevant system and is otherwise fit for the purpose intended by you, and that it is suitably stored and maintained.
We shall not be liable for any losses, costs or expenses incurred by you through damage to your video, DVD player, computer or any other system used by you (including without limitation any software or data stored on such system) or otherwise resulting from your failure to ensure such compatibility, suitability or fitness.
The Products provide advice and training in a variety of business practice. You acknowledge, however, that the advice is general in nature, and you are solely responsible for your and your employee's operation of your business, and the decision to implement any practices featured in the Products.
8. Defective Products
You must notify us within 20 working days of the delivery date of any manufacturing defects in the media on which the Products are supplied, and promptly return such defective Products to us. We will replace, on a like-for-like basis, any such defective Products. You agree that this is your sole remedy in respect of defects in the Products.
Part B - Your License To Use The Products
9. Scope of License
Your License permits you to use or make available the Product for education and training purposes to your officers, employees and those persons whose services are contracted principally to you ("Permitted Users").
You may not use the Products to train any other persons, including external third parties, without an appropriate license from us. All rights not expressly granted to you in these Terms are reserved.
10. Evaluation copies
Where you have access to a Product for evaluation purposes you may only use the Product to evaluate its suitability for training Permitted Users. You shall not use or make the Product available to any persons (including Permitted Users) except those strictly required for the purposes of so evaluating the Product.
11. Restrictions on Use
The Products contain the intellectual property of Groh and/or one or more
third parties, which is protected by law. You must not:
1. copy or duplicate a Product in whole or in part (except as strictly required to use the Product, provided that no permanent copies are retained, or as specifically permitted in copies of printed materials supplied or otherwise as permitted by us in writing);
2. in the case of a CD-ROM Product, disassemble, decompile or reverse engineer the software (except as strictly required to use the Product, provided that no permanent copies are retained, or as specifically permitted in copies of printed materials supplied or otherwise as permitted by us in writing);
3. translate, edit, amend, modify or add to a Product or incorporate it with other material; or
4. sell, rent, lend, give or sub-license a Product (whether for reward or otherwise).
12. Other Restrictions
You must not charge an admission fee for viewing a Product or advertise its use outside your organization.
You may shall only make an audiovisual Product available at any one time on a single TV, monitor or computer screen and must not exhibit or disseminate a Product by any means of terrestrial, satellite, cable or other broadcast or by any means of network or electronic transmission, without our written agreement.
Your License to use the Product shall continue: (i) in the case of a rental or evaluation, for the fixed period stated in the Order Confirmation; or (ii) in the case of a sale, perpetually unless terminated earlier.
We shall be entitled at any time (without prejudice to our other rights and remedies) to terminate your License if: (i) you commit a material breach of the License or these Terms; (ii) you go into liquidation or are the subject of any action or proceeding under bankruptcy or insolvency law (including the appointment of a receiver or administrative receiver); or (iii) your copy of the Product supplied becomes unfit for use whether through normal wear and tear or otherwise.
On termination or expiry of the License, howsoever caused, you must return the Products to us at your own cost within 7 days.
15. Return of Rental Products
You must ensure that rental Products are returned to us by no later than the date specified in the Order Confirmation. Return shall be made by a carrier chosen by us, at your risk and cost. You acknowledge that no carrier will consider a claim for loss or damage in transit unless a receipt of collection or a proof of delivery certificate has been obtained by you.
16. Late Return of Rental Products
Where you fail to return a Product to us in accordance with Clause 15 you will pay the daily rental fee for that Product at our then current list price for each day the Product remains outstanding.
Part C - General Terms About Our Relationship
17. Our Liability to You
Save in respect of (i) death and personal injury arising from the negligence of Groh and/or its employees, (ii) fraudulent misrepresentation, and (iii) any other liabilities whose limitation is excluded or restricted by statute, our aggregate liability to you for all claims under this Agreement shall in no event exceed the total amount of sums paid by you in respect of the Product or Products giving rise to such claims.
We shall not be liable for any special, indirect or consequential loss or damage arising from or in any way connected with the supply, failure to supply, use of or inability to use a Product whether in contract, tort, negligence or under any statutory duty or otherwise including, without limitation, damages for loss of business profits, business interruption, loss of business information or any other pecuniary loss, even where we have been advised of the possibility of such loss or damage.
18. Your Indemnity to Us
You agree to indemnify and hold us harmless against any cost, damage, loss, liability or expense arising out of the breach of the License or these Terms by you or any loss, damage, alteration or modification of the Product caused by you.
19. Force Majeure
We will not be liable to you for any delay or non-performance of our obligations under these Terms, the License or otherwise arising from any cause or causes beyond our reasonable control including, without limitation, any of the following: war, riot, civil war, fire, flood, act of God, strikes, labor disputes, weather conditions, transport failure.
20. Performing Right Society
You will be responsible for acquiring any licenses and paying any fees required by the Performing Right Society, Mechanical Copyright Protection Society or any other similar body arising from the exercise by you of your rights under this License.
21. Restriction on Export
Save as otherwise permitted by law, you may not export the Product or view it outside the country to which it is initially delivered without our prior written consent.
22. No Variation
These Terms apply to the exclusion of any conditions of business used by you or purported to apply under any purchase order or any other document issued by you, and to the exclusion of any written or oral representation made by any person before or at the time the contract is entered into, save as agreed in writing by a duly authorized officer of Groh.
The License is personal to you and your rights under these Terms may not be assigned, sub-licensed, transferred, alienated or shared in any way with any of your parent, subsidiary, holding, associated or related companies or any other third party without our express prior written consent.
24. Third Party Rights
These terms shall not be enforceable under the Contract (Rights of Third Parties) Act 1999 by a third party, other than any owners of the intellectual property comprised in a Product.
25. Governing Law
The construction, validity and performance of an Order Confirmation, a License and these Terms shall be governed by the laws of England and Wales and you and we each submit to the non-exclusive jurisdiction of the English courts.
PART D – SPECIAL TERMS WHEN YOU ORDER ONLINE
26. Using www.GrohTV.com
27. Information on the Website
Although we try to make sure that the prices quoted on the Website are accurate, and the Products have been fairly described, mistakes can happen. If after we receive your order we discover an error in pricing or a material error in the description of Products, we will inform you as soon as reasonably possible, and we will give you an option to reconfirm your order or to cancel. If we cannot contact you to advise of the error, or we do not receive a response from you within a reasonable time, we will treat the order as being cancelled. If the order is cancelled we will refund any money taken from you relating to the cancelled order.
28. Products for sale on the Website
We reserve the right to remove any information or withdraw any Products from sale on the Website at any time. All orders are subject to availability, and any statements as to availability or delivery times on the Website are estimates only.
29. Placing an order on the Website
When you use the website to place an order you are making an offer to buy Products from us. We will acknowledge receipt of your order, but this will not constitute acceptance of your offer. Your offer is only accepted when we issue an Order Confirmation in which we specify that your order has been accepted.
30. Statutory cancellation rights
Where you buy Products from us as a consumer you are entitled to cancel your order and return an unopened and unused Product to us within 8 working days of receipt. You must not unseal the internal packaging in which the Product is sent, and in particular you must not use the Product or remove the DVD / video or any documentation from the packaging. The Product must be promptly returned to us by a carrier chosen by us, at your risk and cost.
If you want to cancel your order you must write to us by email at firstname.lastname@example.org, by fax at 312-727-1110 or by mail at 333 N. Michigan Ave Ste. 317 Chicago, IL 60601. Please mark your message for the attention of Sales Manager. Other than as set out in this Clause, your only rights to cancel orders and return Products are as set out in Part A.
31. Consumer rights
Where you buy or rent Products as a consumer then nothing under these Terms shall act so as to prohibit or exclude your statutory consumer rights
32. Changes to these Terms
We reserve the right to change the terms under which the Website and the Products are offered for sale and use at any time. Any such change in terms and conditions will be effective once included in the text of these Terms as published on the Website. You should check the terms and conditions posted on the Website periodically to ensure that you are aware of and comply with the current version.
Other licenses available (please contact Groh):
1. Digital and Streaming licensing. Network or online interactive courses
2. External training license for those who wish to use Groh’ programs in delivering training to third parties (e.g. training consultancies)
3. Network or online e-learning and streaming
4. Annual licenses, advantage plans, revolving and fixed libraries
5. Customized programs (e.g. DVD clips, etc)
6. Damage waivers
The BS5750/ISO9000 registration applies to the design, production and distribution of learning resources and customized learning solutions.
Copying and lending is illegal!
Please remember that you cannot copy any Groh programs for any reason, including transferring existing video products to DVD or to computer systems. You cannot transmit the programs over open or closed circuit television, computer networks, cable or satellite systems without our permission. You must not charge an admission fee to view the programs or advertise their display outside your organization. Nor can you lend, rent, sell or give the programs to anyone outside your organization without the permission of the copyright holder. Please contact us to discuss special licensing options and trade in of old formats.
Groh will pay up to $5,000 for information leading to the successful prosecution of any person or organization making copies of, or otherwise infringing the copyright in, any of our programs.
All Groh products are encoded with Macrovision Processing to prevent illegal copying. This does not affect the projection quality of the video. However the following professional/industrial AV equipment may present replay problems with Macrovision-protected products:
Please contact Barco UK Ltd on 01734 664611 or Panasonic Business Systems on 01344 862444 for further information.
GrohTV Podcast Terms and Conditions
GrohTV Podcast feeds are protected by U.S. and international copyright laws. All rights to podcast feeds originating from GrohTV, including the content and technology included therein, are reserved to Groh Productions, Inc.. GrohTV Podcast feeds are available for personal, noncommercial use only. You may display the headlines, active links and other information contained in the RSS feeds (the "RSS feed content") on your personal Web site and otherwise use the GrohTV Podcast feeds for personal, noncommercial purposes, provided that:
1. you do not modify or delete any of the Podcast feed content;
2. you do not redistribute the Podcast feeds;
3. you do not post GrohTV video or audio files or full-text stories other than as included in the GrohTV Podcast feed;
4. the links redirect the user to the GrohTV sites when the user clicks on them;
5. the use or display does not suggest that GrohTV nor Groh Productions, Inc. promotes or endorses any third party causes, ideas, Web sites, products or services.
If you display the GrohTV Podcast feed content publicly, including on your Web site, you must provide attribution to GrohTV adjacent to the Podcast feed content, by including "GrohTV Possibility Podcast" or "GrohTV" in text, without modification.
GrohTV and/or Groh Productions, Inc. may modify any of the terms and conditions contained in this agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Your continued use of the service following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change. Under no circumstances and under no legal theory, tort, contract, strict liability, or otherwise, shall GrohTV. nor Groh Productions, Inc. be liable to you or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for lost profits, loss of goodwill, work stoppage, accuracy of services, content or results, computer failure or malfunction, damages resulting from disabling of the services provided as part of the GrohTV Podcast feeds.