TERMS AND CONDITIONS – BIP
DEFINITIONS: In these Terms and Conditions, unless the context otherwise requires, capitalised terms shall have the following meaning:
“Application” means the completed application form which these Terms and Conditions form part of;
“Authorised Users” means persons accessing content through one of the designated terminals including staff & library members;
“Client” means the Person named as the Client on the Application;
“Confidential Information” means all technical, commercial and financial information, product information, trade secrets, know-how and all information relating to plans, intentions, market opportunities, transactions, affairs and/or business of a party and its group companies and/or its or their customers and/or suppliers and these terms and conditions;
“Content” means each element of information, text, statistics, data, material, graphics and software contained in the Licenced Product and the IBISWorld Website;
“Employee” means an UK employee of the Client;
“IBISWorld” means IBISWorld Limited, 2nd Floor South, 11-19 Artillery Row, London, SW1P 1RT, UK;
“IBISWorld Invoice” means the periodic billings sent out from IBISWorld to the Client;
“IBISWorld Website” means the website at the URL www.ibisworld.com and includes all information, text, statistics, data, material, graphics and software contained within that website and its subfolders;
“Licence” means the licence granted to the Client under Clause 1 of these Terms and Conditions;
“Licence Fee” means the licence fee set out on the Application, as may be modified annually under clause 3.2;
“Licence Period” means the term of Licence set out on the IBISWorld Invoice;
“Licenced Product” means the information reports published by IBISWorld as specified on the Application;
“Person” means and includes a corporation, an unincorporated organisation (for example a society or association), a trust, a sole proprietorship, an individual, a partnership, a sovereign state, a government or a government department or agency;
“Related Party” means, with respect to a Person, a corporation, an unincorporated organisation, a trust, a sole proprietorship, an individual, a partnership, a sovereign state, a government or a government department or agency, that is related to the Person by any percentage of common ownership, control or direction, and in the case of an individual, that is related to such Person by blood or marriage;
“Renewal Licence Period” has the meaning set out in clause 4.1;
“Taxes” means all forms of taxes, duties, imposts, charges, withholdings, rates, levies or other governmental impositions of whatever nature and by whatever authority imposed, assessed or charged including, without limitation, value added tax and other sales taxes but excluding income taxes;
“Terms and Conditions” means this document, including the Application;
“Terms of Use” means the conditions for use of the IBISWorld Website as set out here https://www.ibisworld.com/about/termsofuse/.
“Walk-in Users” means a member of the general public who is entitled to access the Business Information Point
1. LICENCE
1.1 IBISWorld grants to the Client and the Client accepts from IBISWorld a non-transferable and non-exclusive licence to access and use the Licenced Product in accordance with these Terms and Conditions.
1.2 Access to the Licenced Product is restricted to the Authorised Users who will be entitled to unlimited access to the Licenced Product in accordance with these Terms and Conditions.
2. RESTRICTIONS
2.1 The Client must ensure that only Authorised Users access and use the Licenced Product in accordance with these Terms and Conditions.
2.2 Unless specifically agreed to in writing by IBISWorld, the Licenced Product may not be reproduced, copied or resold in any format. Client agrees to take all necessary precautions to assure that no unauthorized persons have access to the Licenced Product, and that all Authorized Users having access refrain from unauthorized disclosure, duplication or reproduction. This prohibition on reproduction of the Licenced Product shall not prohibit the reproduction of the Licenced Product, or portions of the Licenced Product, for distribution in connection with specific courses of instruction offered by Client.
2.3 The Client agrees to indemnify, hold harmless and defend IBISWorld against any and all claims, including reasonable legal fees and costs, arising from any unauthorised use of the Licenced Product.
2.4 The Client shall ensure that each Registered User will use the IBISWorld website in accordance with the Terms of Use.
3. LICENCE FEE
3.1 The Client will pay to IBISWorld the Licence Fee in advance of commencement of the Licence Period or Renewal Licence Period (as applicable) either by credit card or bank debit, at the time the Application is made or, by prior agreement with IBISWorld, within 30 days from receipt of the IBISWorld Invoice.
3.2 IBISWorld reserves the right to review and change the Licence Fee payable under these Terms and Conditions. IBISWorld will give the Client no less than 30 days’ written notice of any change to the Licence Fee payable under these Terms and Conditions, such change to take effect on the first day of the next Renewal Licence Period. If the Client does not accept the proposed change the Client may terminate the Licence in accordance with clause 4.1(a) below.
4. TERM
4.1 The Licence will commence on receipt of the signed Application and shall, subject to clauses 4.1(b) and 4.1(c) below, continue in force for the Licence Period. Unless otherwise agreed in writing, after the Licence Period the Licence will automatically renew for further periods equal to the Licence Period (each a “Renewal Licence Period”) until terminated as follows:
(a) Either party may terminate the Licence at the end of the Licence Period or any Renewal Licence Period by giving to the other party at least 30 days’ written notice of termination to expire at the end of the Licence Period or Renewal Licence Period, as applicable.
(b) IBISWorld may terminate the Licence immediately if the Client fails to pay any IBISWorld Invoice when due for payment or commits a material breach of these Terms and Conditions, by giving to the Client written notice of termination.
(c) IBISWorld may immediately terminate the Licence if the Client enters into any merger, partnership, joint venture, association, scheme, combination or like arrangement with any other person, department, partnership, firm, company, corporation or association, by giving to the Client written notice of termination.
(d) Notwithstanding clauses 4.1 a, 4.1 b and 4.1 c the client may terminate the Licence for convenience up until and including 31st October 2020. Should the Client cancel the Licence before this date the Client shall not be required to pay the Licence Fee or any portion thereof. All other Terms remain in full effect
4.2 Termination of the Licence will not prejudice or otherwise affect any rights and obligations of the parties expressed in these Terms and Conditions to survive termination of the Licence, nor will it prejudice or otherwise affect any right or remedy one party has against another party in respect of any breach of these Terms and Conditions before termination, but will terminate all other rights and obligations of the parties under these Terms and Conditions.
4.3 On termination the Client must cease using the Licenced Product (and all reports, data and other information produced or generated by the Client which are based on or include any of the Licenced Product) for any purpose and must destroy all copies (hard and electronic) of any Licenced Product or any such report, data or other information in the Client’s possession, power or custody.
5. INTELLECTUAL PROPERTY
The Client acknowledges and agrees that the Licenced Product, the Content and any intellectual property rights of whatsoever nature in the Licenced Product or the Content are and will remain the property of IBISWorld, and that the Client does not (except to the extent set out in these Terms and Conditions) have any Licence or right to use any intellectual property rights (including trade or service marks) in the Licenced Product or the Content without the express written permission of IBISWorld. The Client shall ensure that its Registered Users do not reproduce, copy, republish, upload to a third party or distribute the Licenced Product or the Content, except in accordance with these Terms and Conditions.
6. IBISWORLD WARRANTY
6.1 IBISWorld warrants that during the term of this Licence it will use its commercially reasonable endeavours to ensure that the information in the Licenced Product is kept up to date and that it is not in violation of any known copyright or confidentiality agreements of third parties.
6.2 IBISWorld warrants that during the term of this Licence it will use commercially available anti-virus checking software of the generally accepted industry standard, at least equivalent to that used to protect its own software, to scan and check for viruses prior to making the Licenced Product available to the Client. Notwithstanding the above, IBISWorld makes no representation or warranty concerning: (a) the safety or efficacy of the transmission or service providers used by the Client in accessing the Licenced Product; (b) the reliability, quality or availability of the Licenced Product through the internet; (c) the absence of viruses or other contaminating or destructive properties in the software used by the Client to access or use the Licenced Product; and (d) the accuracy and safety of any reference in the Licenced Product to a website operated by a third party, including any hyperlink used to gain access to such website.
6.3 IBISWorld and its Related Parties make no other representation or warranty relating to the Licenced Product or Content including, without limitation, any representation or warranty as to the merchantability, fitness for any particular purpose or use, accuracy or completeness of the Licenced Product. The Client acknowledges and accepts this disclaimer.
6.4 Subject to clauses 6.5, and 6.7, IBISWorld will not be liable to the Client for any loss of revenue, profits or data or of any indirect or consequential loss arising under these Terms and Conditions or from access to or use of the Licenced Product.
6.5 IBISWorld does not exclude its liability for fraud or for death or personal injury if caused by its own negligence.
6.6 As a result of the nature of the IBISWorld’s business and the number of sources from which it obtains Content, IBISWorld’s and its Related Parties’ total liability to the Client or any third party for breach of any of these Terms and Conditions or in tort (including negligence) or otherwise under or in connection with these terms and conditions or access to or use of the Licenced Product will, subject to clauses 6.4 and 6.5, not exceed the Licence Fee.
6.7 No exclusion of implied terms or disclaimer or limitation of liability contained in these Terms and Conditions applies to the extent that it is prohibited by law but where liability in connection with a defect in any data or report in the Licenced Product may be lawfully limited to the supply of that data or report again without the defect, liability is so limited.
7. INDEMNIFICATION
The Client shall indemnify and hold harmless IBISWorld and its Related Parties from and against any and all losses, claims, damages or liabilities (including reasonable legal costs) arising out of or relating to a breach by the Client of these Terms and Conditions and/or access to or use of the Licenced Product by the Client or any of its Related Parties or any third party to whom the Client has given access to or provided any of the Licenced Product which is in breach of these Terms and Conditions.
8. DATA PROTECTION
8.1 IBISWorld and The Client shall comply with the provisions of the General Data Protection Regulation (“GDPR”). Please refer to IBISWorld’s Privacy Policy for more information https://www.ibisworld.com/about/privacy/.
9. CONFIDENTIALITY
9.1 The Client shall keep secret all Confidential Information of IBISWorld and shall not (and shall procure that is employees and/or officers shall not) copy, use or disclose such information to any third party, other than as permitted under these Terms and Conditions.
9.2 The obligation of confidence shall not apply where Confidential Information: (a) is required to be disclosed by operation of law; (b) was in the possession of the Client prior to disclosure by IBISWorld; (c) is subsequently acquired from a third party without any obligation of confidence; (d) is or becomes generally available to the public through no act or default of the Client; or (e) is disclosed on a confidential basis for the purposes of obtaining professional advice.
10. FORCE MAJEURE
Neither IBISWorld nor the Client shall be liable for any breach of these Terms and Conditions directly or indirectly caused by circumstances beyond the reasonable control of that party from performing its obligations to the other, provided that a lack of funds shall not be regarded as a circumstance beyond that party’s reasonable control.
11. GENERAL
11.1 These Terms and Conditions and any non-contractual obligations arising in connection with them shall be governed by the laws of England. The parties submit to the non-exclusive jurisdiction of the courts of England and Wales.
11.2 The Client may not assign its rights under these Terms and Conditions unless it obtains the prior written consent of IBISWorld.
11.3 Each of the provisions contained in these Terms and Conditions shall be construed as independent of every other such provision, so that if any provision of these Terms and Conditions shall by determined by any court or competent authority to be illegal, invalid and/or unenforceable then such determination shall not affect any other provision of these Terms and Conditions, all of which other provisions shall remain in full force and effect.
11.4 IBISWorld may send a notice to the Client in connection with these Terms and Conditions by hand delivery, pre-paid post, facsimile transmission or email to the Client at the address details set out on the Application or in such other way as the Client may have last notified IBISWorld in writing. A notice so sent to the Client is deemed to be received, if sent by pre-paid post, on the tenth business day after the date of posting or, if sent by facsimile transmission or email, on the next business day after the date the facsimile or email was sent.
11.5 Except to the extent that any Taxes are expressly stated on the Application to be added to or included in an amount payable:
(a) all amounts payable to IBISWorld under these Terms and Conditions have been calculated without regard to any Taxes which may be payable by IBISWorld in respect of those amounts or the provision of access to or use of the Licenced Product; and
(b) where IBISWorld is liable to pay any such Taxes, it may charge the Client the amount of the Taxes, and the Client must pay IBISWorld that amount on receipt of the IBISWorld Invoice reflecting any such taxes.
11.6 Within 7 days from being requested to do so in writing by IBISWorld, the Client must provide IBISWorld with a certificate signed by a board director of the Client stating at the date of the certificate whether or not clause 2 and, if the Licence has terminated, clause 4.3, is being observed by the Client and has been observed since the obligations under the relevant clause arose.
11.7 The Client acknowledges and agrees that IBISWorld may not have an adequate remedy at law and would be irrevocably harmed if the Client breaches these Terms and Conditions. IBISWorld is therefore entitled to equitable relief, including injunctions and specific performance, in the event of any breach of these Terms and Conditions by the Client, in addition to all the remedies available to IBISWorld at law or otherwise at equity and in the court of any relevant country.
11.8 The parties do not intend any third party to have the right to enforce any provision of the Licence under the Contracts (Rights of Third Parties) Act 1999 or otherwise. The parties may terminate or vary these Terms and Conditions without the consent of any third party.
11.9 All clauses set forth in these Terms and Conditions that could reasonably be construed as surviving the termination of the Licence, including but not limited to those set forth in clauses 2,4,5,6,7, 9 and 11 shall survive termination of the Licence.