Terms and Conditions of Purchase
These terms of business comprise the agreement pursuant to which TP Analytics Limited operating at Hamilton House, Mabledon Place, London, WC1H 9BB (“TPanalytics”, “we” or “us”), provides the Material (defined below) to you (“Agreement”). “You” or “your” refers to the person who (or on whose behalf) an Order is placed and includes your legal successors and permitted assigns.
Definitions
Throughout these Terms the following definitions apply:
| “Client”, “you” or “your” | any person, firm, company or other body which enters into an agreement with TPanalytics to receive or have access to any Materials, (regardless of the mode of their delivery to the Client), but this does not extend to or include other companies which may be part of the same Group as the Client |
| “Data” | information contained in any of the Materials which the Client has selected and which are to be supplied by TPanalytics |
| “TPanalytics”, “our”, “we” or “us“ | TP Analytics Limited |
| “EDS” | stands for “Electronic Data Storage” and means any automated mode of storing accessible data whether or not digital, including computer hard drives, PDFs, ROM files, tapes, CDs, diskettes, DVDs or any other means of storage of information excluding physically printed data |
| “License” | At the point of purchase you are entitled to a single user license, which relates to the use of the Material and is described in sections 13 of this agreement |
| “Materials” | the materials, publications, services and/or information, including but not limited to Products and/or Online Services available from TPanalytics |
| “Online Services” | online Materials available on the websites operated by TPanalytics |
| “Orders” | An order for Material made by you through our site in accordance with these terms of business |
| “Our site”, “Site” | Benchmark Library – http://www.tpanalytics.com |
| “Personnel” | means: (a) any employee of the Client; and/or (b) (if applicable) any other person who is (i) nominated and identified by the Client and (ii) individually authorized by TPanalytics to have access to the Materials purchased by the Client. |
| “Product” | a product distributed, supplied or made available or accessible by TPanalytics (in whatever medium now known or developed in the future) |
| “Region” | the region specified in the “License Section” of the Order Confirmation Form |
| “Services” | any services described in the Order Confirmation Form which are associated with and/or form part of the Materials purchased or subscribed for by the Client |
| “Terms”, “Agreement” | these terms of business |
| “User” | any member of Personnel who has been included in the agreed total number of Users set out in the Order Confirmation Form and who is nominated by the Client and authorized by both TPanalytics and the Client to have access to or otherwise be supplied with the Materials purchased or subscribed for by the Client |
1. Orders: Orders placed by you (“Orders”) through http://www.tpanalytics.com/ (“our site”) for any of our reports (“Material”) shall only be binding when accepted by us. You shall not cancel or amend an Order unless we have given our prior written consent. We shall assume that any person who places an Order on your behalf can bind you legally.
2. Ownership: The legal and beneficial interest in all copyrights, patents, utility models, trademarks, service marks, design rights (whether registered or unregistered), proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights (“Intellectual Property Rights”) relating to the Material belong to us or our licensors or owner as indicated in the Material, as the case may be, at all times. You obtain no Intellectual Property Rights in the Products pursuant to or arising out of this Agreement.
3. License Agreement: All Material is purchase subject to the terms of a single user (“single-user license”) Agreement as outlined in sections 13 respectively.
4. Warranties: We shall use reasonable endeavors to ensure the Material is provided to you in accordance with any specifications set out in the Order and accepted by us. We do not warrant that the Material will meet your requirements or that it will be complete, error free or delivered without interruption. Except as expressly set out in this Agreement, all undertakings are excluded to the maximum extent permissible by law. You assume sole responsibility for the selection, suitability and use of the Product and acknowledge that except as stated above we do not provide any additional warranties or guarantees relating to the Material.
6. Intellectual Property Rights and Indemnities: You shall fully indemnify us in respect of any infringement of any Intellectual Property Rights (“IPR”) arising as a result of your use of the Product in breach of the Agreement. You shall allow us (or our licensors) to control any proceedings arising as a result of any infringement, threatened infringement or claim relating to the IPR. You shall make no admission as to liability nor agree any settlement or compromise of any action. You shall, at our request and cost, offer such assistance as we may reasonably request in relation to any proceedings relating to our IPR. any recovery obtained from such proceedings shall accrue solely for our benefit. If any infringement, threatened infringement or claim occurs in relation to any IPR, or if we consider that such a claim is likely to occur, we may in our absolute discretion:
(a) procure the right for you to use the Material free of the infringement claim; or
(b) replace or modify the Material to make it non-infringing; or
(c) terminate that part of the Material relating to the infringement (or potential infringement) and return any Charges paid by you in respect to that part of the Material in full and final settlement of any claims; or
(d) if none of these options is reasonably practicable, terminate the Agreement and return any charges paid by you for the affected Material in full and final settlement.
7. Limitation of Liability: We shall not be liable to you for any indirect or consequential loss, including loss of actual or anticipated profits, revenue, goodwill, anticipated savings or data, whether arising from negligence, breach of contract or otherwise. Our liability in contract, tort or otherwise arising out of or in connection with the Agreement shall in respect of any one or more incidents not exceed the total Charges received by us from you for the Product in the 12 months preceding the date the incident occurs.
8. Confidentiality: Neither party shall, except as strictly required to perform its rights and obligations, use, copy, adapt, alter, disclose, publicize or in any way part with possession of any information of the other which comes into its possession as a result of the Agreement, including the existence and terms of the Agreement (“Information”). This obligation shall not apply to Information:
(a) which the receiving party can prove was in its possession at the date it was received or obtained; or
(b) which the receiving party obtains from another person with good legal title thereto; or
(c) which comes into the public domain otherwise than through the default or negligence of the receiving party; or
(d) which is independently developed by or for the receiving party.
9. Notices: Any notice, invoice or other document shall be duly given if sent by post or facsimile to the other party’s Company Secretary at its registered office or such other address as agreed. Notwithstanding the foregoing, notices in respect of termination or breach shall be sent by recorded delivery to the company Secretary.
10. Force Majeure: We shall not be liable for any delay or failure to perform any obligation under this Agreement insofar as the performance of such obligation is prevented by an event beyond our reasonable control, including but not limited to, earthquake, fire, flood or any other natural disaster, labor dispute, riot, revolution, terrorism, acts of restraint of government or regulatory authorities, failure of computer equipment and failure or delay of sources from which data is obtained.
11. Online Access: Where the Material is to be delivered through our websites we will, in the absence of any breach of the Agreement by you, provide online access to the Material for a maximum of 3 months from the date the Order is accepted by us. We will of course try to make online access continuously available throughout that period but cannot guarantee that the online access will operate continuously or without interruptions or that it will be error free and we do not accept any liability for its unavailability. All future use of the Material must continue to comply with the terms of this Agreement.
12. Further Provisions: The Agreement constitutes the entire understanding between the parties relating to the Material and supersedes all previous agreements and understandings whether oral or written relating to the Material. In the event of any inconsistency between these terms and conditions and the Order, the Order shall prevail. The Agreement may only be varied in writing signed by an authorized representative of each party. Failure at any time to enforce any of these terms and conditions or to require performance by the other party of any such term or condition shall not be construed as a waiver of such provision or affect the right of either party to enforce the same. If any provision is held to be invalid or unenforceable by any tribunal of competent jurisdiction, the remaining provisions shall not be affected and shall be carried out as closely as possible according to the original intent. The Agreement does not confer any rights to or on any third party. The Agreement shall be governed by English law. The parties irrevocably agree to the exclusive jurisdiction of the Courts of England and Wales.
13. Single User License: Your purchase entitles you to a Single User License. For a Multi-User License, please contact TPanalytics. The conditions of a Single User License are described below:
Single User License: In relation to the Materials which you have purchased (whether in hard copy, EDS or other electronic form and regardless of the means of access or delivery):
(a) you may:
(i) display such Materials electronically to one member of your Personnel (for the avoidance of doubt this is the person who has purchased the Material from the Benchmark Library);
(ii) download and store limited and insubstantial extracts of Products in machine readable form for use by the one member of your Personnel (the person who has purchased the Material from the Benchmark Library);
(iii) use limited and insubstantial extracts from the Data for external purposes provided that such use is in the ordinary course of your business and does not form part of a regular or routine pattern of use and provided further that where extracts of the Data are contained in documents which are to be included in press releases and/or otherwise made publicly available, such extracts of the Data shall (unless otherwise agreed with TPanlytics) not be released unless the following conditions are complied with:
• either a proof, copy or relevant section of the document are supplied to TPanalytics for release authorization during UK office hours and TPanalytics gives such authorization in writing – TPanalytics will not unreasonably withhold or delay such authorization; and
• TPanalytics’ copyright notice is included in the document; and
• expressly and with reasonable prominence, TPanalytics is acknowledged as the source of the Data so used;
(iv) print one copy of reports and newsletters for use by one member of your Personnel (the person who has registered on the Benchmark Library and purchased the Material);
(vi) allow the User to use the Data for internal analysis in the ordinary (internal) course of your business;
(vii) use limited and insubstantial extracts from the Materials in internal business reports circulated to your Personnel within the normal (internal) course of your business; and
(viii) save only as expressly permitted in accordance with sub-paragraph (iii) above, allow the User to use such Materials solely for your internal business purposes.
(b) you may not:
(i) download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the Materials and/or Data other than as expressly permitted in sub-clause 7(a) above;
(ii) resell, sub-license, rent, lease, transfer or attempt to assign the rights in the Materials and/or Data (in whole or in part) to any other person;
(iii) use the Materials and/or Data in any manner, (or transfer or export the Materials and/or Data or any copies thereof into any country), other than in compliance with applicable laws;
(iv) allow the one named authorized User to use the Materials and/or Data other than in accordance with these Terms nor may you allow any person other than the one named authorized User to use and/or gain access to the Materials and/or Data; or
(v) modify or alter such Materials and/or Data nor may you create a database in electronic or structured manual form by systematically downloading and storing any of the content from such Materials and/or Data.
