All services supplied by Company are on the following terms and conditions (“these Terms”) which, together with any order form issued by Company (“A Company Order Form”) and any specification of services attached as a Schedule thereto, shall be referred to as “the Agreement”. Notwithstanding any contrary statement in documentation issued by Client, including but not limited to purchase orders, no terms and conditions proposed by Client shall apply to this Agreement, unless specified by Company on a Company Order Form or otherwise agreed in writing.
In the event of any conflict or ambiguity between provisions in any document forming part of this Agreement other than these Terms, where such document specifically references by clause the term of these Terms to be amended, such provisions shall prevail only to the extent to the extent of any such conflict or ambiguity.
In this Agreement these terms shall have the following meanings:
“Charges” means the fees and payments set out in Schedule 1;
“Input” means such information and/or documents to be supplied by Client to Company for the purposes of this Agreement as agreed between the parties;
“Intellectual Property Rights (IPR)” means any patent, trade mark (registered or unregistered), registered design, unregistered design right, copyright, database right, domain name, invention, know how or other similar right;
“Output” means any deliverable which Company will compile and/or provide to Client as part of the Services; and
“Services” means those services set out in Schedule 1 hereto.
2.1 In consideration of the payment by Client of the Charges, Company will provide the Services subject to the terms of this Agreement and shall use reasonable endeavours to provide the Services within the agreed timetable.
2.2 Client will at its own expense use reasonable endeavours to supply Input in sufficient time for Company to be able to complete the Services according to the agreed timetable.
2.3 Company shall not be liable for any delay in completing the Services which result from delay by Client in providing Input or otherwise caused by Client.
2.4 Client is solely responsible for the accuracy and completeness of any Input.
2.5 All Incomes Data Research subscription services are ongoing agreements which means the subscription will renew annually unless stated otherwise. Renewal invoices are sent out by IDR two months prior to the date of renewal to allow time for any changes.
2.6 The client is responsible for cancelling the subscription if it is no longer required, by delivering notice via email to email@example.com
3.1 Client shall pay the Charges plus any value added tax at the prevailing rate, subject to receipt by Company of a valid VAT invoice therefor. Company may invoice Client at the end of each month for any month during which Services are provided. Payment shall be made without set off or deduction within 30 days of Client’s receipt of a valid invoice.
3.2 In the event that an invoice is disputed, Client shall notify Company within 14 days of receipt and pay the undisputed amount within the 30-day period. If full payment is not made by in respect of any undisputed invoice by the due date then, without prejudice to any rights or remedies otherwise available, Company may charge interest on the outstanding balance of all overdue sums at the rate of 8% per annum above the current base rate at Bank of England. Client will also be charged a charge a fixed sum for the cost of recovering a late commercial payment on top of claiming interest from it. The fixed sum will vary according to the debt as follows: up to £999, £40; £1,000 to £999, £70; £10,000 or more, £100.
4. INTELLECTUAL PROPERTY
4.1 All IPR in Input shall belong to Client and Client hereby grants a limited licence to Company to use, adapt and incorporate Input for the purposes of this Agreement and for the purposes set out in Clause 4.4 below.
4.2 Client warrants that Input and its use by Company for such purposes will not infringe any third party rights and that Client has the necessary rights in any Input to enter into this Agreement. Client further warrants that any Input has been compiled according to Data Protection Laws.
4.3 Except for the licence granted by this Agreement, all IPR in Output will remain with Company.
4.4 Company’s business involves the re-use in anonymous form of previously collected data whether Input or Output (“Company Data”) in this and future assignments in order to enhance the value of the Services to each Client. Client acknowledges that Output may derive from or contain Company Data or data provided by a third party (“Third Party Data”). Use of Third Party Data, on which there may be additional restrictions, will be disclosed to Client. Client acknowledges that all IPR in Company Data/Third Party Data are reserved to Company/its licensors as the case may be.
4.5 Subject to the restrictions below and the payment of the Charges, Company grants to Client a perpetual non-exclusive irrevocable royalty free licence to use Output in the course of Client’s business.
4.6 Except as expressly permitted by this Agreement or by applicable law or with Company’s express written permission, Client shall not:
4.6.1 reproduce Output or part thereof for dissemination to any third party;
4.6.2 copy store publish transmit sub-licence distribute sell or otherwise use Output ;
4.6.3 create derivative works from Output or any part thereof; or
4.6.4 use Output as part of or the basis for any material offered for sale licence or distribution.
4.7 Nothing in this Agreement shall prevent Company from using any know how gained from the provision of the Services.
5. CONFIDENTIALITY AND COMPLIANCE WITH LAW
5.1 Each party will maintain all confidential information of the other party in strict confidence and will not disclose any confidential information of the other to any third party without the disclosing party’s prior written consent. Except as permitted by this Agreement in relation to Input and Output, neither party will use any confidential information of the other for any purpose whatsoever except in performing its duties and exercising its rights under this Agreement.
5.2 Confidential information shall not include information which:
5.2.1 is or becomes public knowledge (otherwise than by breach of this Agreement);
5.2.2 was in the possession of the receiving party, without restriction as to its disclosure, before receiving it from the disclosing party;
5.2.3 is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
5.2.4 is information independently developed without access to the confidential information; or
5.2.5 is used for the purpose of obtaining professional advice.
5.3 In the event that a receiving party or anyone to whom it transmits the Information becomes legally compelled to disclose any of the Information, to the extent the recipient is legally permitted to do so, it will provide the disclosing party with prompt notice so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the disclosing party waives such requirement, the recipient will furnish only that portion of the Information which is legally required and will exercise its best efforts, at the expense of the disclosing party, to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Information.
5.4 Notwithstanding the provisions of this Clause, Company may use Client’s name and refer to Services provided under this Agreement in materials provided to third parties.
5.5 In performing the Services, the Company shall comply with all relevant laws, where applicable including but not limited to the following, including any amendments thereto or relevant connected legislation, directives or regulations:
5.5.1 the Data Protection Act 2018;
5.5.2 the Bribery Act 2010;
5.5.3 The Freedom Of Information Act 2000; and
5.5.4 The Official Secrets Acts 1911-1989.
6.1 Company warrants to Client that:
6.1.1 the Services will be provided using reasonable care and skill and that all personnel provided by Company shall be fully experienced, qualified, competent and able to perform the Services;
6.1.2 the Output does not infringe the IPR of any third party; and
6.1.3 it has the necessary rights to grant the rights specified in this Agreement and that it has authority to enter into this Agreement to provide the Services.
6.2 Except for the warranties specified above, the Services and Output are provided “as is” without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, satisfactory quality, fitness for a particular purpose, accuracy, omissions, completeness and currentness.
6.3 In the event of a breach of the above warranties, at its sole option, Company will re-perform the Services and/or replace Output to the extent reasonably necessary to rectify such breach. In the event that Company is unable to provide the remedy set forth above within a commercially reasonable period of time and at a commercially reasonable cost, Company may terminate the Agreement forthwith and credit to Client any pre-paid fees in respect of the Services. The remedies set forth in this paragraph are Client’s sole and exclusive remedies, and Company’s sole and exclusive liability, for any such breach.
6.4 Company shall not be liable for:
6.4.1 any losses arising from incorrect or incomplete Input or acts or omissions which result from instructions from Client;
6.4.2 any indirect, consequential or special damage; or
6.4.3 any loss of profits, revenue, business, anticipated savings or goodwill, in each case where direct or indirect.
6.5 In the event that Company is liable to Client in respect of any losses, then Client’s exclusive remedy and Company’s entire liability for any such claim shall be limited to the total Charges payable under this Agreement.
6.6 Neither Output nor any aspect of the Services amounts to legal or financial advice and must not be relied upon as such.
6.7 Force Majeure. No failure or omission by either party to carry out or observe any of the terms and conditions of this Agreement shall give rise to any claim against it or be deemed a breach of this Agreement if such failure or omission arises from any cause reasonably beyond its control including but not limited to act of God, war (whether declared or not), sabotage, riot, insurrection, terrorist action, civil commotion, labour disturbance, acts or omissions of telecommunications operators, national emergency (whether in fact or in law), martial law, fire, flood, cyclone, earthquake, landslide or explosion affecting or referable to a party’s obligations under this Agreement.
6.8 Nothing in this Agreement operates to exclude liability for death, personal injury or fraud.
7.1 Either party may at any time terminate this Agreement by written notice to the other if:
7.1.1 the other commits a breach of this Agreement and fails to rectify it after 30 days’ written notice of such breach; or
7.1.2 the other goes into liquidation, becomes insolvent, enters into a voluntary arrangement with its creditors or has a receiver or administrator appointed.
8. ASSIGNMENT AND SUB-CONTRACTING
8.1 Neither party may assign this Agreement to a third party without the written consent of the other, not to be unreasonably withheld or delayed.
8.2 Company may sub-contract various activities related to the Services provided under this Agreement, provided that it notifies Client of its intention to do so, and that it shall acquire from all sub-contractors all necessary rights to enable it to comply with this Agreement. Company shall be responsible for the acts and omissions of its sub-contractors as though they are its own.
9.1 Notices. Any formal notice given under or in connection with this Agreement shall be in writing and shall be sent to firstname.lastname@example.org. Such notice shall be deemed to have been received (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting or at the time recorded by the delivery service.
9.2 Refunds. This agreement confirms that no refunds will be offered to parties who wish to withdraw from the subscription. The subscription will continue until it’s termination date at the end of the contract.
9.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
9.4 Variations. Changes to the terms of this Agreement or the Services to be provided must be agreed in writing.
9.5 Governing law. This Agreement will be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
9.6 Authority. Where applicable a person signing this Agreement on behalf a company or other organisation represents that he/she is authorised by that company or organisation to do so on its behalf.
9.7 No partnership/agency. Nothing in this Agreement shall create a partnership or the relationship of principal and agent between the parties. Neither party shall have the authority to enter into any agreement on the other’s behalf.
9.8 No employment. At all times during the term of this Agreement Company shall be an independent contractor and its employees shall not be deemed to be employees of Client.
9.9 Third parties. Nothing otherwise in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement.
9.10 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
9.11 Waiver. The delay, failure or omission of a party to insist on the proper performance by the other of any provision of this Agreement shall not be construed as a waiver of that party’s right to future performance of such provision and the other party’s obligations in respect of future performance shall continue in full force and effect.
9.12 Headings. Headings are included in this Agreement for ease of reference only and shall not affect the interpretation or construction of this Agreement.
9.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed shall be an original, and all the counterparts together shall constitute one and the same instrument.