1. THESE TERMS
 
1.1 What these terms cover. These are the terms and conditions on which we supply educational materials and other products (all referred to in these terms as “products”) to you. If you are ordering in your professional capacity as an employee of an institution or company, your employer will also be bound by these terms and you represent that your are authorized to accept these terms on behalf of such employer.
 
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
 
2. INFORMATION ABOUT US AND HOW TO CONTACT US
 
2.1 Who we are. We are ARM Limited, a company registered in England and Wales. Our company registration number is 02557590 and our registered office is at 110 Fulbourn Road, Cambridge, CB1 9NJ, UK. Our registered VAT number is GB 636902822.
 
2.2 How to contact us. You can contact us by writing to us at edumedia@arm.com or by post to ARM Education Media, ARM Limited, 110 Fulbourn Road, Cambridge, CB1 9NJ, UK. If you have a query in relation to ordering or accessing a particular product, in the first instance you should raise your query with the relevant authorized representative or third party distributor for that product (“authorized representative”) unless we have notified you that you may contact us directly. The authorized representative for our platform hosted at cleeng.com/arm is Cleeng, who should be contacted with any queries relating to that platform or orders made through it. Please note, we may change our authorized representatives from time to time, but this will not affect your rights or our obligations under these terms.
 
2.3 How we may contact you. If we or our authorized representative(s) have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
 
2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
 
3. OUR CONTRACT WITH YOU
 
3.1 How we will accept your order. Our acceptance of your order will take place when we or our authorized representative emails an order confirmation to you, at which point a contract will come into existence between you and us.
 
3.2 If we cannot accept your order. If we are unable to accept your order, we or our authorized representative will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product, or because we are unable to meet a delivery deadline or supply to a location you have specified.
 
4. OUR PRODUCTS
 
4.1 Products may vary slightly from their pictures or descriptions. The images and descriptions of the products on our website(s) are for illustrative purposes only. The products may vary slightly from those images and descriptions.

4.2 Products may be subject to additional terms. Some of our products may be subject to end user licence agreements and/or other additional terms and conditions (“additional terms”) and where this is the case the additional terms will be brought to your attention on our website or otherwise. In the event of any conflict between these terms and the additional terms, the additional terms shall prevail. Your access to and use of ARM Education Media online course materials is subject to the end user licence agreement located at https://developer.arm.com/academia/armedumedia/aem-digital-material-eula (as may be updated from time to time).
 
5. IF YOU WISH TO CHANGE YOUR ORDER
 
If you wish to make a change to your order please contact our authorized representative (see Clause 2.2 above) who will let you know if the change is possible.
 
6. OUR RIGHTS TO MAKE CHANGES
 
6.1 Changes to our products. We may change our products:
 
(a) to reflect changes in relevant laws and regulatory requirements; or
 
(b) to implement technical adjustments, updates or improvements.
 
6.2 Updates to digital content. We may update or require you to update digital content from time to time.
 
7. PROVIDING THE PRODUCTS
 
7.1 Delivery costs. The costs of delivery, where applicable, will be as displayed to you on the relevant website.
 
7.2 When we will provide the products.
 
(a) If the products are goods (such as hard copy textbooks or other books). If the products are physical goods we or our authorized representative will deliver them to you as soon as reasonably possible and in any event within 30 days after the day on which your order is received (other than in the case of pre-publication orders, which will be dispatched within 30 days after publication).
 
(b) If the product is a one-off purchase of digital content (such as e-textbooks available for download). We or our authorized representative will make the digital content available for download by you as soon as possible after your order is accepted.
 
(c) If the product is a subscription to receive digital educational materials (such as online courses). We will make available the materials to you as soon as your order is accepted and for the duration of your subscription (unless terminated early in accordance with these terms).
 
7.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we or our authorized representative will contact you to let you know and will take steps to minimize the effect of the delay.
 
7.4 When you become responsible for the products. A physical product (e.g. textbook) will be your responsibility from the time of delivery of the product to the address you supplied.
 
7.5 When you own the products. You own a physical product once we (or our authorized representative) have received payment in full.
 
7.6 What will happen if you do not give required information to us. If you do not provide information requested within a reasonable time, or if you give us incomplete or incorrect information, we may either end the contract (and Clause 10.2 below will apply) or make an additional charge of a reasonable sum to compensate us (or our authorized representative) for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time after we ask for it.
 
7.7 Reasons we may suspend the supply of products to you. We (or our authorized representative) may have to suspend the supply of a product from time to time to:
 
(a) deal with technical problems or make minor technical changes;
 
(b) update the product to reflect changes in relevant laws and regulatory requirements;
 
(c) make changes to the product (see Clause 6 above).
 
7.8 What to do if you cannot access a product. Please contact our authorized representative for further information if you are unable to access a product (see Clause 2.2).
 
7.9 We may also suspend supply of the products if you do not pay. If you do not pay us (or our authorized representative, as applicable) for the products when you are supposed to (see Clause 12.4) and you still do not make payment within thirty (30) days of a reminder, we or our authorized representative may suspend supply of the products until you have paid us the outstanding amounts.
 
8. YOUR RIGHTS TO END THE CONTRACT
 
8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
 
(a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product updated or replaced or to get some or all of your money back), see Clause 11;
 
(b) If you want to end the contract because of something we have done or have told you we are going to do, see Clause 8.2;
 
(c) If you are a consumer and have just changed your mind about the product, see Clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any physical goods;
 
(d) In all other cases (if we are not at fault and there is no right to change your mind), see Clause 8.6.
 
8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we or our authorized representative will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
 
(a) we or our authorized representative have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
 
(b) there is a risk that supply of the products may be significantly delayed because of events outside our control;
 
(c) we or our authorized representative have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than five (5) days; or
 
(d) you have a legal right to end the contract because of something we have done wrong.
 
8.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). If you are a consumer (i.e. an individual acting in a personal capacity and not in the course of a trade or profession), for most products bought online you have a legal right to change your mind within 14 days and receive a refund by contacting our relevant authorized representative (see Clause 2.2), subject to the following provisions. You may (but you do not have to) use the following model cancellation form:

 
To: [ARM Limited / name of authorized representative, if applicable].
 
I hereby give notice that I cancel my contract of sale of the following goods or services.

Order details (including order number or reference, if any):
 
Name:
 
Address:
 
Signature:
 
Date:
 

8.4 When you don’t have the right to change your mind. Even if you are a consumer, you do not have a right to change your mind in respect of:
 
(a) digital products after you have started to download or access these; and
 
(b) sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after you receive them.
 
8.5 How long do I have to change my mind? How long you have to change your mind depends on what you have ordered and how it is delivered.
 
(a) Have you bought digital content for download or streaming? If so, you have 14 days after the day your order is confirmed, or, if earlier, until you start downloading or streaming.
 
(b) Have you bought goods (for example, print textbooks)? If so you have 14 days after the day you receive the goods.

8.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind, you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods or digital content is completed when the product is delivered, downloaded or streamed and paid for. A contract for ongoing services or access to materials is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you have not exercising a right of cancellation, just contact our authorized representative who will let you know what the options are in the particular circumstances.

9. HOW TO END YOUR CONTRACT WITH US
 
9.1 Tell us you want to end the contract. To end the contract with us, please contact our relevant authorized representative (see Clause 2.2).
 
9.2 Returning products after ending the contract. If you end the contract for any reason after physical products have been dispatched to you or you have received them, you must return them to our relevant authorized representative (unless otherwise agreed with our authorized representative). If you are exercising your right to change your mind you must send off the goods within 14 days of telling our authorized representative that you wish to end the contract (unless otherwise agreed with our authorized representative).
 
9.3 When we will pay the costs of return. We (or our authorized representative) will pay the costs of return:
 
(a) if the products are faulty or misdescribed;
 
(b) if you are ending the contract because we have told you of an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
 
In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
 
9.4 What we charge for collection. If you are responsible for the costs of return and we (or our authorized representative) are collecting the product from you, we (or our authorized representative) will charge you the direct cost to us of collection.
 
9.5 How we will refund you. We or our authorized representative will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we or our authorized representative may make deductions from the price, as described below.
 
9.6 Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
 
(a) We or our authorized representative may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we or our authorized representative refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
 
(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if our authorized representative offers delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then you will only be refunded what you would have paid for the cheaper delivery option.
 
(c) Where the product is a subscription or ongoing service, we or our authorized representative may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told our authorized representative you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
 
9.7 When your refund will be made. Our authorized representative will make any refunds due to you as soon as possible. If you are exercising your consumer right to change your mind then:
 
(a) If the products are goods and our authorized representative has not offered to collect them, your refund will be made within 14 days from the day on which the product is received back from you or, if earlier, the day on which you provide evidence that you have returned the product. For information about how to return a product, see Clause 9.2.
 
(b) In all other cases, your refund will be made within 14 days of your telling our authorized representative you have changed your mind.
 
10. OUR RIGHTS TO END THE CONTRACT
 
10.1 We may end the contract if you break it. We or our authorized representative may end the contract for a product at any time by contacting you if:
 
(a) you do not make any payment when it is due and you still do not make payment within 30 days of a reminder that payment is due;
 
(b) you do not, within a reasonable time, provide us with information that is necessary for us to provide the products; or
 
(c) you fail to comply with these terms and conditions.

10.2 You must compensate us or our authorized representative if you break the contract. If we or our authorized representative end the contract in the situations set out in Clause 10.1 we will refund any money you have paid in advance for products not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
 
10.3 We may withdraw the product. We or our authorized representative may write to you to let you know that we are going to stop providing the product. We will let you know at least one month in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.

11. IF THERE IS A PROBLEM WITH THE PRODUCT
 
11.1 How to tell us about problems. If you have any questions or complaints about the product, please contact our relevant authorized representative (see Clause 2.2).
 
11.2 Your legal rights. We are under a legal duty to supply products that are in conformity with this contract. Nothing in these terms will affect your legal rights. If you are in the UK, for detailed information on your legal rights please visit the Citizens Advice website (www.adviceguide.org.uk) or call 03454 04 05 06.
 
12. PRICE AND PAYMENT
 
12.1 Where to find the price for the product. The price of the product (which includes VAT or other sales tax where applicable) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see Clause 12.3 for what happens if we discover an error in the price of the product you order.
 
12.2 We will pass on changes in the rate of VAT or sales tax. If the rate of VAT or sales tax changes between your order date and the date the product is supplied, we will adjust the rate of VAT or sales tax that you pay, unless you have already paid for the product in full before the change in the rate of VAT or sales tax takes effect.
 
12.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We or our authorized representative will normally check prices before accepting your order so that, where the product’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 product’s correct price at your order date is higher than the price stated to you, we or our authorized representative will contact you for your instructions before we accept your order.
 
12.4 When you must pay and how you must pay. Payments will be taken by our relevant authorized representative (see Clause 2.2). When you must pay depends on what product you are buying:
 
(a) For physical goods, you must pay for the products before dispatch.
 
(b) For digital content, you must pay for the products before you download or access them.
 
13. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER
 
13.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
 
13.2 We do not 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 or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products; and for defective products under the Consumer Protection Act 1987.
 
13.3 If defective digital content damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
 
13.4 We are not liable for business losses. We only supply the products for personal educational use. If you use the products for any commercial or business purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
 
13A. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE AN INSTITUTION OR COMPANY

13A.1 ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED AND STATUTORY, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

13A.2 IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER SUCH DAMAGES ARE ALLEGED AS A RESULT OF TORTIOUS CONDUCT (INCLUDING NEGLIGENCE) OR BREACH OF CONTRACT OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13A.3 OUR MAXIMUM LIABILITY TO YOU IN AGGREGATE FOR ALL CLAIMS MADE AGAINST US IN CONTRACT, TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THESE TERMS SHALL NOT EXCEED THE TOTAL OF SUMS PAID BY YOU TO US (OR OUR AUTHORIZED REPRESENTATIVE) UNDER THESE TERMS DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO A CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THE LIMIT. YOU RELEASE ARM FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.

14. HOW WE MAY USE YOUR PERSONAL INFORMATION
 
How we will use your personal information. We and our authorized representatives will use the personal information you provide to us to supply the products to you. Our authorized representative will process your payment for the products and we will not receive your payment card information. We will store and use your personal information in accordance with our privacy policy from time to time, available at http://www.arm.com/about/privacy.php (or such webpage as may supersede or replace this).

15. OTHER IMPORTANT TERMS
 
15.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organization.
 
15.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we or our authorized representative agrees to this in writing.
 
15.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
 
15.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
 
15.5 Even if we delay in enforcing this contract, we can still enforce it later. If we or our authorized representative do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
 
15.6 Which laws apply to this contract. These terms are governed by English law.