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Terms & Conditions of Trade
Cengage Learning EMEA Limited (CL) is anxious to provide the highest standards of customer service. No quotation given by CL shall constitute an offer to supply the goods. An order placed by the Customer, whether or not in response to a quotation, shall constitute an offer made to CL subject to the terms and conditions hereof. No terms or conditions put forward by the Customer, in the Customers’ order, in correspondence or elsewhere shall be binding on CL such conditions or stipulations are hereby excluded and extinguished.
CL, in these terms and conditions, acts on its own behalf and has also been appointed by certain Third Party publishers (using their imprints) as their agent for the supply of their goods.
1.1 Notwithstanding delivery or passing of risk in the Goods, or any other provision of these conditions, title to the Goods shall remain with CL until the customer has paid to CL all sums owing on any accounts.
1.2 Until property in and title to the goods has passed to the Customer in accordance with Clause 1.1 above, the Customer shall so far as practicable keep the goods separate from other goods on its premises in such a way that they are clearly identifiable as the property of CL.
1.3 The Customer’s right of possession in the goods, and its authority to resell them shall automatically determine, without the need for notice, upon the occurrence in relation to the Customer of any of the following events:
(i) if the Customer is in default of any of its obligations hereunder, including but not limited to failure to make any payment when due: and
(ii) until title passes, the Customer shall not deal with or dispose of the Goods, other than for full value in its normal course of business. Any permission to deal with the Goods ceases immediately on the appointment of an administrative receiver, on the presentation of a winding-up or bankruptcy petition or of any application for the making of an administration order or interim order on the appointment of a liquidator, the giving of notice of any meeting to pass a winding-up resolution of any other act of insolvency.
1.4 Until title to the Goods passes, the Customer shall keep the Goods free from any lien charge or encumbrance and CL may at any time require the Goods to be returned to it by the Customer and at any time before the Goods are returned CL may retake possession of the Goods and enter any premises of the Customer (including locked and steadfast premises), if necessary by force or causing damage, for that purpose. Furthermore CL reserves the right to assign or otherwise transfer any of its rights under the above Clause to any third party it so desires. Retention of title by CL shall not affect its rights to sue for the price when due.
1.5 Until such time as property in the Goods passes to the Customer, the Customer shall hold the same as CL fiduciary agent and custodian and shall keep them separate from its property and from that of third parties and properly stored, protected and insured and identified as the property of CL. If the Customer shall sell or otherwise dispose of or process the Goods (or any part thereof) it shall receive and hold as trustee for CL the proceeds of such sale, disposal or process or other monies derived from or representing the Goods (or any part thereof) (including insurance proceeds) and shall keep such proceeds or other monies separate from any monies or property of the Customer and/or third parties, and shall as soon as possible after receiving the same pay such monies to CL or into a separate account in trust for CL.
2. Goods are despatched to Customers at the Customer’s expense and, for the avoidance of doubt, risk in the goods shall pass to the Customer on delivery to the address, carrier or representative of the Customer of which CL has previously been advised. Unless otherwise agreed in writing such charges as are incurred in effecting fulfilment of overseas orders may be invoiced at the same time or separately to the despatch of the goods.
3. Goods supplied will not be accepted for return unless returned in accordance with our published conditions for On Approval supply, Standing Order supply or Trade Customer Returns (copies of which are available on request) such published conditions forming part of the terms and conditions hereof or previously authorised by our representative in writing. Carriage and packing of goods returns is at the Customer’s expense and liability. Credit shall be given at the sole discretion of CL and if the goods are received at the CL warehouse in a mint resalable condition. Furthermore in no event shall the amount of credit given exceed the value of the order price of the goods, or part thereof.
4. CL reserves the right to change prices or to suspend service without prior notice. Unless otherwise indicated quotations are valid for 30 days from the date of quotation.
5. Invoices will be raised as quickly as possible and will be despatched with or separately to the goods. Publication dates for new publications are shown, if applicable, on our invoices and Customers are requested to respect them.
6. Our goods are sold subject to the condition that they shall not, by way of trade or otherwise, be resold, hired out or otherwise circulated without prior consent in any form of binding or cover other than that in which they were supplied.
7. The Customer hereby acknowledges that no rights to any copyright or intellectual property rights subsisting in the goods are granted to or are otherwise vested in the Customer.
8.1. Our terms are strictly net. No settlement discounts or other deductions may be made against amounts due on invoices. All prices are exclusive of VAT which shall be added at the rate in force at the time of despatch. The Customer shall be liable to pay (or if paid by Cengage Learning Services shall reimburse it in respect thereof) all taxes, duties and fees in connection with the supply of goods hereunder.
8.2. The customer hereby acknowledges that they have an obligation to inform CL, as soon as possible, of any change in their VAT status, such a change in their VAT number if they are registered, changes in exemptions or any other changes impacting on the calculation of VAT. Failure to do so may result additional VAT charges having to be levied.
9. Payment for invoices is due as indicated on the invoice. Credit periods, indicated on the invoice, run from invoice date. Payment should be received prior to the expiry of the credit period.
10. All amounts due are payable in the currency shown on the invoice, by draft or cheque on a United Kingdom bank, or by transfer direct to CL’s bank account, unless otherwise indicated on the invoice or agreed in writing.
11. Should you fail to pay according to these Terms of Service, this shall entitle us, without prejudice to our other rights and remedies, to (i) charge interest on a daily basis from the original due date at the rate of the lesser of 1.5% per month or the maximum amount permissible by law and/or (ii) suspend or terminate your Online Content subscription (if applicable) and/or access to the Service. You shall reimburse us for all reasonable costs incurred by us in collecting past due amounts, including wire transfer and other bank charges, collection agency fees, reasonable legal fees and court costs. We may charge a fee for reinstatement of suspended or terminated accounts.
12. CL reserves the right to withhold further supplies in the event of amounts payable being overdue, breach of any of these conditions or for any other reason which at the discretion of CL warrants such action.
13. In the event of complete loss or non-delivery by our carriers, CL and their Carrier must be notified in writing as soon as possible or within 14 days of receipt of our invoice or statement whichever is the sooner. If no such notification is given within the time limit prescribed above the goods shall be deemed to have been delivered.
14. In the event of damaged goods, shortages, etc. in deliveries, CL and their Carrier must be notified in writing as soon as possible or within 14 days of receipt of our invoice or statement whichever is the sooner. If no such notification is given within the time limit prescribed above the goods shall be deemed to have been delivered. Furthermore the Customer shall not be entitled to reject the goods if it has used, including but not limited to reselling, them in any way.
15.1 CL warrants that the goods shall at the time of delivery be free from defects in workmanship, materials and design. If any goods do not conform to such warranty CL shall at its sole option:
(i) replace the goods if in its opinion the goods do not conform to the warranty; or
(ii) take such steps as it deems necessary to bring the goods into a state where they are free from such defects; or
(iii) take back the goods found not to conform to the warranty and refund or credit to the Customer the appropriate part of the price.
Provided that in each of the above cases:
Performance of any of the above options (as limited by (b) above) shall constitute an entire discharge of CL’s liability under the above warranty.
15.2 The Customer hereby acknowledges that no warranty is given as to the accuracy of any information drawings, photographs, illustrations or other material contained in the goods and Clause 15.3 shall apply in respect thereof.
15.3 Save as provided elsewhere hereunder and except where the goods are sold to a person dealing as a consumer (within the meaning of the unfair contract terms act 1977) cl shall have no liability to the customer in respect of any defect in the goods or other breach of contract of whatsoever nature or other default or negligence on the part of cl, its employees, sub-contractors or agents and all conditions warranties or other terms, whether expressed or implied, statutory or otherwise, in relation to the goods their quality and fitness for a particular purpose are hereby excluded.
15.5 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transaction (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these terms and conditions hereof.
15.6 Nothing in these terms and conditions shall exclude or restrict CL’s liability for death or personal injury resulting from the negligence of CL or its employees while acting in the course of their employment.
16. CL shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of the services, the supply or use of any goods or the purpose of the contract for supply being directly or indirectly prevented, hindered or delayed by reason of any circumstances outside the reasonable control of CL including (without limitation) any act of God, war, riot, trade dispute or labour disturbance, accident, breakdown of machinery or plant, difficulty in obtaining work persons, materials or transport, refusal of any licence or permit.
17. Trade Terms: The Publishers may at their discretion grant trade terms including discounts to booksellers by prior arrangement.
18. The invalidity or unenforceability of any term or any right arising hereunder shall in no way affect the enforceability of the remaining rights and terms.
19. The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right arising hereunder does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect that party’s right later to enforce or exercise it.
20. All notices and other communications to be served on or given to either party shall be in writing and be delivered or transmitted to the intended recipients address as either party may notify to the other from time to time. Notices shall be deemed to be given three (3) days after posting by prepaid first class post, seven (7) days after posting if sent by prepaid registered airmail, one (1) working day after despatch if sent by courier, on delivery if hand delivered or on transmission if sent by telex or facsimile.
21. These Terms and Conditions and any Contract are governed by English law. Any dispute arising out of or in connection with these Terms and Conditions shall be determined by the English Courts.
Terms published 8 July 2014. This page further updated (Cengage Learning UK Holdings Ltd – 2018 Tax Strategy). 29 March 2018.
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Cengage Learning UK Holdings Ltd – 2019 Tax Strategy
Cengage is a leading provider of high quality content, innovative print and digital teaching and learning solutions, software and associated educational services, archives and databases.
Cengage Learning UK Holdings Ltd sells into the Europe, Middle East and Africa regions via its principal operating company, Cengage Learning (EMEA) Ltd.
In compliance with section 161 and paragraph 19(2) of schedule 19 Finance Act 2016, the company is publishing its tax strategy for the year ending 31 March 2019. As the head company of the UK group, we confirm that this strategy will apply to the following UK companies:
Our business has a strong focus on corporate responsibility, and we see administration and payment of taxation as a responsibility of our business.
Our overall tax strategy is to:
Risk management and governance arrangements
We want our tax affairs to be transparent and compliant with tax legislation, and recognise that managing tax compliance is increasingly complex. Identification, mitigation and management of risks are central to our strategy.
The Board of directors understand the importance of tax compliance, and sets and oversees the risk management strategy and the effectiveness of related controls.
There is a constant dialogue between the Board and those individuals tasked with the operation of our finance function, regarding the way our business manages its tax risk.
Tax risk arises due to the complexity of tax legislation and potential differences in interpretation. We keep under review how we manage that risk and meet our tax obligations in the UK and internationally, by seeking external tax advice, investing in tax training for our staff and, also, in how we manage our relationship with tax authorities.
We will not engage in tax planning that lacks commercial substance and which does not support our business activities. We seek to balance shareholders’ interests with ensuring that any arrangements comply with current tax legislation and underlying commercial substance.
Intercompany transactions are conducted on arm’s length principles, in accordance with OECD guidelines.
Attitude towards risk
The Board sees compliance with tax legislation as key to managing our tax risk. Our policies and controls operate to ensure compliance with tax laws and regulations, both in the UK and internationally, and to ensure that we identify and mitigate tax risks.
On a quarterly basis, we evaluate the acceptable levels of risk of our tax positions. It is our intention to only take tax positions that, if challenged, are more likely than not to prevail on their technical merits
We have relationships with professional advisers that allow us to seek expert advice on specialist areas of tax or where uncertainty exists, to ensure we are compliant and understand our responsibilities with regards to tax.
Relationship with HM Revenue & Customs (HMRC)
Our communication with HMRC is focused around timely tax compliance, for example meeting relevant filing and payment deadlines for taxes the company pays.
We employ the services of professional tax advisers to act as our agents, and in a number of cases they liaise with HMRC on our behalf. This is seen by the Board as a way to ensure we achieve an effective relationship with HMRC, thus reducing our tax risk.