These Terms and Conditions of Sales are published by Shadow Consulting LLC, with its registered office at 16192 Coastal Highway, Lewes, Delaware 19958.
These Terms and Conditions of Sales govern supplier-customer relationships in the sale of goods and services between Shadow Consulting LLC (hereinafter the “Seller”) and each of its customers (hereinafter
the “Buyer”), regardless of the method used to perform the sales (e.g. online purchases, telephonic purchases, etc.).
The following terms shall have the following meanings:
“Buyer” means the individual person or legal entity to which Seller is selling Products or Services under the Contract. The Buyer may not assign its rights and obligations to any third-party, including a family member.
“ Contract” means either the specific agreement signed by both parties for the sale and purchase of Products and Services, or the purchase made online by the Buyer and accepted by Seller, for the sale of Products or Services, together with these Terms and Conditions od Sales, the Seller’ s final quotation and
the agreed scope of work, where applicable.
“ Price” means the agreed price stated in the dedicated web-page or in Contract for the sale of Products and Services, including adjustments (if any) in accordance with the Contract itself.
“ Products” means the books and other goods in tangible form the Seller has agreed to supply to the Buyer under the Contract.
“ Seller” means the entity providing Products or performing Services under the Contract. The Seller as defined under clause 2 may at all times and without notice assign the Contract in whole or in part to any assignees at its own discretion. It is expressly understood that, in case of payments processed by Stripe, the recipient of payments made by the Buyer shall be Shadow Consulting LLC, but the Seller shall remain as defined under clause 2.
“ Services” means the services Seller has agreed to perform for Buyer under the Contract.
These Terms and Conditions of Sales regulate business relationships and are applicable to business transactions concluded between the Buyer and the Seller, i.e. to whole or partial Contracts entered into between the Seller and the Buyer, from the date of their publication, where these Terms and Conditions of Sales supersede all the previous terms and conditions. Transactions concluded under any previous terms and conditions are governed by the previous terms and conditions. If any Contract negotiated by the Buyer and the Seller explicitly stipulates additional or contradictory contractual terms, such provisions prevail over the provisions of the Terms and Conditions of Sales limited to where discrepancies occur. The terms and conditions of purchase and other similar terms of the Buyer are not part of the contract, even if the Seller
accepts the Buyer ’s payment and performs the delivery of goods and/or services.
The Contract is deemed executed at the moment when it is signed by both parties (including in digital format), or, if no such Contract is signed, upon payment of the Product or Service made available by the Seller through its channels.
The advertising of Products and Services on the Seller’s websites and other channels, such as social networks, does not constitute per se a sale offer, but rather only an invite for the Buyer to place a purchase order through the dedicated procedure for each Product or Service. For certain Products or Services, ad hoc Contracts negotiated by the parties may be necessary, otherwise the dedicated online procedure shall apply. In this latter instance, once the order is placed by the Buyer, the Seller may accept it at its sole discretion according to the dedicated procedure, and the Contract shall be deemed executed.
The placement of each order by the Buyer and the execution of each Contract not negotiated between the parties requires and entails the full acceptance by the Buyer of these Terms and Conditions of Sales, as well as of the Seller’s Privacy Policy, Cookie Policy and Website Terms.
In order to determine the Buyer’s jurisdiction, the information provided by the Buyer, as well as his/her/its IP address shall contribute to such determination.
The Seller reserves the right to reject orders by Buyers that either directly or through their affiliates:
which currently have disputes (whether in- or off-court or alternative-dispute-resolution) with the Seller and its affiliates;
which have even only in part violated any of the Seller’s conditions;
which are involved in frauds, particularly online and/or related to payment instruments;
which have provided false, incomplete, outdated, misleading personal / business information, and/or third parties’ personal / business information, and/or refuse to provide said information as better detailed under clause 10;
which are not of legal age and/or do not enjoy the right to enter into similar contracts;
whose payment instruments are not accepted by the payment processing system.
A number or Services and Products sold online by the Seller requires that the Buyer first register itself on the dedicated Seller’s platform and identify itself by making a short videoclip showing his or her face and ID with full name, ID number, type and expiry date clearly visible. All these pieces of information are required to avoid piracy and shall be treated according to the privacy policy and applicable laws on personal and sensitive data protection. Registered Buyers will not need take such video for each purchase they make on the platform. Failure to identity the Buyer for whatever reason (such as, though not limited to, corrupted or low quality videos), where requested, or, as per clause 9.4, providing false, incomplete, outdated, misleading personal / business information, shall make it impossible for the Seller to sell its Services and Products and, in case the Seller has already sold them, it shall be considered as a valid and automatic case of termination of Contract; in such case, access to the Services shall be immediately blocked and whatever sum paid shall be retained by the Seller for (partial) damages and the Seller shall enjoy any widest right to claim further damages and report the Buyer to authorities for providing false information and identity.
Pursuant to clause 3.1, payment for the Products and Services shall be made by the Buyer itself through a method of payment accepted by the Seller and in the Buyer’s name. Violation of this provision shall entitle the Seller to immediately terminate the Contract and retain the sums paid as partial damage.
For consultation Services (for mere example, not catalogue courses), the use of these Services will be valid for a duration of six months from the date of purchase by the Buyer, unless a different timeframe is mutually agreed upon in writing by the Seller. Should the Buyer not make use of said services within the above-mentioned deadline, the Services will be lost and the Buyer shall not be entitled to any refund.
Whilst the Buyer may apply what it has learnt from the purchased Products or Services in its business, the Buyer shall have no right to resell the content of such Products or Services in whole or in part, nor to copy it in whole or in part and in any case not to act, directly or indirectly, in competition against the Seller.
Products and Services’ specifications are described in their dedicated pages and/or by the Seller’s personnel.
Prices include VAT, if applicable.
Duties, shipping costs and any other costs are not included in the Prices.
Accepted payment methods may be changed from time to time by the Seller without notice. Payment information shall be constitute sensitive information and therefore be protected as such by the Seller, which nonetheless may expressly utilise them and disclose them to the relevant authorities, if so required, for tax, anti-terrorism and anti-money-laundering purposes.
The Buyer may provide certain contact information, such as, though not limited to email address or phone number, to receive notifications on the delivery of Products and Services and related updates.
Certain Services include hard-copy materials, which hard-copy materials may be retained by the Buyer, even in case of refund and block of access to the Service. The Seller shall not be liable for the loss of such hard- copy materials by the Buyer or third parties, nor for the collection of them in case of refund or termination of the Contract for whatever reason.
Unless other warranties are stipulated in ad-hoc Contracts, the Services and Products do not entail any particular warranty, except that they will be complete and delivered and rendered accessible upon payment, unless the Contract is terminated. The Seller does not guarantee any result that the Buyer itself may or may not attain through the Services and Products.
Unless otherwise stipulated in the Contracts, the following refund policies apply:
Buyers may require a refund for each Service bought within ninety calendar days from the purchase, whatever the reason for such request. In such case, upon refund, the Seller shall render the Service inaccessible, but the Buyer may retain the Products as per clause 19.
Refunds by bank transfers and PayPal shall normally take fourteen working days, while refunds by credit card shall normally take seven working days. This naturally escapes the responsibility and liability of the Seller, as it depends on payment institutions’ procedures.
Refunds may only be made to the same natural person / legal entity that purchased the Products or Services as Buyer and shall be made via the same method of payment used by the Buyer.
In no event shall the Seller be liable to the Buyer or any third party for any loss of use, revenue or profit or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort, including negligence, or otherwise, regardless of whether such damages were foreseeable and whether or not the Seller has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purposes. In no event shall the Seller’s aggregate liability arising out or related to each Contract, whether arising out of or related to breach of contract, tort, including negligence, or otherwise, exceed the total of the amounts paid to the Seller for the Products or Services sold hereunder. This limitation of liability is a material basis for the
parties ’ bargain and reflects the bargained-for allocation of risks between Seller and Buyer, without which the Seller would not have agreed to provide the Products or Services at the price charged.
The Buyer, as an “Indemnifying Party”, shall indemnify the Seller (as an “Indemnified Party”) from and against claims brought by a third party, on account of personal injury or damage to the third party ’s tangible property, to the extent caused by the negligence of the Indemnifying Party in connection with each
Contract. In the event the injury or damage is caused by joint or concurrent negligence of Buyer and Seller,
the loss or expense shall be borne by each party in proportion to its degree of negligence.
The Buyer has no rights to use any intellectual property rights, whether or not registered, vested with the Seller or its affiliates, such as, though not limited to, trademarks, business names, logos, copyrights and patents of the Seller or other companies whose products are included in the Seller ’s Products and Services.
The Buyer has no rights to software products and is not entitled to interfere with them, copy them, otherwise modify them or distribute them to third parties.
All intellectual and industrial property rights in the broadest sense, whether registered or unregistered, owned by the Seller shall remain so at all times, and the Buyer or third parties shall have no title, license, or otherwise.
The Buyer represents and warrants that it is not subject to any trade sanctions imposed by the United States of America, the European Union, and/or the United Nations, and that it is in compliance and shall comply with all applicable laws and regulations relating to trade restrictions and/or export controls (including trade sanctions imposed by the US, EU and/or UN) with respect to Products and Services sold hereunder, and shall provide evidence of compliance with the foregoing as the Seller may reasonably request from time to time.
The Buyer represents and warrants that it is in compliance and shall comply with all applicable anti-bribery and anti-corruption laws, including the US Foreign Corrupt Practices Act, and has not, directly or indirectly, offered, paid, promised, or authorised the giving of money or anything of value to any government official for the purpose of influencing any act or decision of such government official. The Buyer is not on, nor is the Buyer associated with any organisation that is on, any list of entities maintained by the United States government that identifies parties to which the sale of goods or services is restricted or prohibited.
The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached any Contract, for any failure or delay in fulfilling or performing any term of it, when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest, national emergency, revolutions, insurrections, epidemics, pandemics, lockouts, strikes or other labour
disputes (whether or not relating to either party ’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
The Buyer provides the Seller with personal data in accordance with applicable legislation on personal data protection. All data provided by the Buyer are stored and protected against misuse and will not be provided to any third party unless the Buyer grants consent to it. Buyer ’s data may be used only by the Seller and only
for statistical purposes and direct communication with the Buyer, as well as for the purposes of sending marketing communications. By accepting these Terms and Conditions of Sales, the Buyer agrees to the collection and use of personal data. The Buyer has the right to withdraw its consent to the processing of personal data at any time by written notice. It is the Buyer’s duty to provide accurate and true data and to inform the Seller without undue delay about any change in its personal data.
During validity of each Contract, the parties may become aware of each other's confidential information: as a condition for the establishment and continuation of the Contract, each party undertakes to maintain the confidentiality of such confidential information, as well as to comply with applicable regulations - such as the GDPR - on the processing of personal data.
All non-public, confidential or proprietary information of the Seller, including but not limited to specifications, samples, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by the Seller to the Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with each Contract is confidential, solely for the use of performing each Contract and may not be disclosed or copied unless authorised in advance by the Seller in writing.
Upon the Seller ’s request, the Buyer shall promptly return / erase / destroy all documents and other materials received from the Seller. The Seller shall be entitled to injunctive relief for any violation of this provision. This provision does not apply to information that is: (a) in the public domain; (b) known to the Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party. This provision shall survive termination of any Contract and remain in force for ten years thereafter.
The Buyer shall not assign any of its rights or delegate any of its obligations under these Terms and Conditions of Sales without the prior written consent of the Seller. Any purported assignment or delegation
in violation of this provision is null and void. No assignment or delegation relieves the Buyer of any of its obligations under this Contract.
The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions of Sales shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
If any term or provision of these Terms and Conditions of Sales is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or non-enforceability shall not affect any other term or provision of the Terms and Conditions of Sales or invalidate or render unenforceable such term or provision in any other jurisdiction.
Provisions of these Terms and Conditions of Sales which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms and Conditions including, but not limited to, the following provisions: protection of intellectual property rights, personal data, confidential information, indemnification and governing law and jurisdiction.
These Terms and Conditions of Sales are in English only. Any translation is made for convenience only.
The present Terms and Conditions of Sales and Contracts are governed by the laws of the State of Delaware, United States of America.
Any dispute arising out of the formation, performance, interpretation, nullification, termination or invalidation of these Terms and Conditions of Sales and related Contracts, or arising therefrom or related thereto in any manner whatsoever, shall be settled by the courts of the State of Delaware, United States of America. The venue of arbitration shall be that of the DIAC. Notwithstanding the foregoing, the Seller shall be entitled to bring an urgent action against the Buyer and its affiliates in any other competent jurisdiction.
[ ] Sale of any Products or Services is expressly conditioned on the Buyer ’s assent to the present Terms and Conditions. Any acceptance of Seller ’s offer is expressly limited to acceptance of these Terms and Conditions and Seller expressly objects to any additional or different terms proposed by Buyer.
[ ] No Buyer form shall modify these Terms and Conditions, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions. Any order to purchase products or receive services shall constitute Buyer ’s assent to these Terms and Conditions. Unless
otherwise specified in the quotation, Seller ’s quotation shall expire fourteen (14) days from its date and may be modified or withdrawn by Seller before receipt of Buyer ’s conforming acceptance.