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Terms and Conditions

Part 1 – Introduction

1.1     The following terms shall have the following meanings:

(a)      “Authorised User(s)” means, those individuals (up to any agreed limitation on the number of users) nominated by Client to access the Materials under this Licence Agreement, who shall at all times be Client’s employee(s) or officer(s) located wholly or mainly at, or within, the site, country, region or global location(s), as specified by the licence type set out on the order confirmation form (“OCF”);

(b)      “Client” means the client company set out on the OCF;

(c)      “Licence Agreement” means these Terms together with the OCF;

(d)      “Licence Fee” means the fees for each of the Materials or any Extension Fee (as defined in Clause 2.4(b)) where applicable;

(e)      “Licence Period” means the period of time specified on the OCF during which  the Materials shall be made available to Client;

(f)       “Licensor” means Informa Business Intelligence, Inc., with company number 04-2705709 whose principle place of business is 52 Vanderbilt Ave, 7th Floor New York NY 10017, USA;

(g)      “Materials” means together the Websites and Products;

(h)      “Print Copy” means, if applicable, a hard copy version of any of the Materials sent to Client by Licensor which shall not be subject to clause 5.5;

(i)       “Products” means the publications, information, databases, data, channel based data, Ask the Analyst responses, archived materials and other intellectual property listed on the OCF or created under this Licence Agreement;

(j)       “Terms” means these terms of business; and

(k)      “Websites” means the online services operated by Licensor.

1.2     Unless otherwise agreed by Licensor in writing, the Licence Agreement shall govern Client’s access to and use of the Materials, regardless of format or means of delivery, to the exclusion of all other terms and conditions, including any which Client purports to apply under any purchase order, confirmation of order, specification or other document.

1.3     If the OCF is inconsistent with any of the Terms, the provisions in the OCF will prevail, but only to the extent of the inconsistency. 

1.4     Headings are for ease of reference only and shall not affect the construction of this Licence Agreement; words importing one gender include any other; the singular includes the plural and vice versa; words beginning with a capital letter are defined within this Licence Agreement; and the word “including” does not connote any limitation.


Part 2 – Terms applicable to all Materials

Licence Fees

2.1     Licensor making the Materials available to Client shall constitute performance of Licensor’s services and this Licence Agreement shall continue for the duration of the Licence Period, unless terminated earlier pursuant to these Terms.

2.2     Invoices shall be paid not later than 30 days from the date on the invoice. Any late payment of invoices shall be subject to the provisions of clause 7.8.  Client agrees that any breach of this, clause 2.2, shall constitute material breach, capable of termination by Licensor pursuant to clause 5.3.

2.3     This Licence Agreement will not come into effect and Licensor will not be bound to supply or permit access to any of the Materials unless and until these Terms are validly accepted by the Client and incorporated into the Licence Agreement evidenced by the Client signing the OCF with a link to these Terms.

2.4     If Client or any other company or entity that benefits from this Licence Agreement (together the “Licensees”) merges with or acquires any interest or shares of a third party or any third party merges with or acquires such an interest in any Licensee (“Transfer”), Client shall promptly notify Licensor in writing of such Transfer and:

(a)      this Licence Agreement shall remain in full force and effect;

(b)      Licensor may offer Client a revised Licence Fee for all Materials based on, amongst other things, the increased benefit Client receives from the Materials due to the enlarged size and nature of Client’s business following the Transfer (“Extension Fee”); and

(c)      unless and until Client pays the Extension Fee, Client agrees (and shall ensure as a primary obligation) that no employee, contractor or other personnel of the relevant third party shall access, use or benefit in any way from the Materials or shall be deemed to be Authorised User(s) under this Licence Agreement.

2.5     Client agrees that any breach of clause 2.4(c) shall be a material breach of Client’s obligation, capable of termination by Licensor pursuant to clause 5.3.  Client shall fully indemnify Licensor against any claims, losses, damages, costs, expenses (including reasonable legal expenses) or other liability incurred by Licensor in respect of any breach of clause 2.4(c).

Licence and Proprietary Rights

2.6     Licensor grants Client a non-exclusive, non-transferable licence to access and use the Materials for the Licence Period in accordance with this Licence Agreement.  Client undertakes to comply with this Licence Agreement and ensure that Authorised Users do likewise. Client accepts liability for any loss, damage, cost or other liability Licensor incurs as a result of a breach of this Licence Agreement by an Authorised User.

2.7     Licensor uses reasonable endeavours to ensure that all Materials comply with the laws of the United Kingdom (“UK”) and United States of America (“USA”).  However, Licensor makes no representations that the Materials are appropriate or available for use in locations outside the UK or USA.  Authorised Users accessing or using the Materials in or from locations outside the UK or USA do so on their own initiative and shall be responsible for compliance with all applicable laws.  Client accepts that if it, or any of its Authorised User(s), is resident outside the UK or USA, it must satisfy itself that it is lawfully able to licence, access and use the Materials and, to the extent permitted by applicable law, Licensor accepts no liability for any costs, losses or damages in this regard.

2.8     The Materials are protected by international copyright laws, database rights and other intellectual property rights.  Licensor, its affiliates or third party licensors are the owners of these rights. All product and company names and logos contained within the Materials are the trademarks, service marks or trading names of their respective owners.  All rights not specifically granted to Client under this Licence Agreement are reserved.

2.9     Client shall be responsible for ensuring that:

(a)      except for Authorised User(s), no employee, visitor, contractor or other third party shall access or otherwise use the Materials; and

(b)      Authorised User(s) immediately cease to access, use and benefit from the Materials upon the cessation of their relationship with Client, regardless of the nature of the relationship.

2.10   Licensor reserves the right at any time:

(a)      to alter, correct, update, upgrade or vary the technical specification of any aspect of any of the Website;

(b)      to withdraw all or part of, or change the delivery format of, the Materials if Licensor ceases to publish or ceases to have the right to publish the relevant Materials or if Licensor changes the delivery format(s) of all or part of the Materials or if the same are the subject of a libel, copyright or other third party right infringement allegation and Licensor considers that withdrawal is advisable in the circumstances.

2.11   Where Licensor exercises its rights under clause 2.10(b), Licensor shall offer Client broadly equivalent replacement materials in final settlement of the matter and will discharge Licensor of all liabilities to Client in respect of the withdrawn Materials.

2.12   Licensor warrants that it has the right to licence the Materials to Client and that it will provide the Materials with reasonable skill and care.  All other express or implied terms, conditions, warranties, representations or endorsements in relation to the Materials are excluded to the fullest extent permitted by law.

Limitation of Liability and Indemnity

2.13   Licensor uses reasonable endeavours to ensure that Materials are accurate, however, Licensor cannot guarantee the accuracy of Materials, which are provided strictly on an “as is” basis.  Licensor accepts no liability for any loss or damage whatsoever sustained by Client as a result of using or relying on Materials.

2.14   Client agrees that, where Materials include any opinion, analysis, prediction or assessment of facts or circumstances (“Opinions”), such Opinions represent Licensor’s subjective views based on the facts or information available or circumstances known to it at the relevant time, which may not always be correct and/or may change. 

2.15   Client shall draw its own conclusions regarding Materials and/or Opinions using its own skill and judgement.  Client shall not substitute the Materials and/or Opinions for its own assessment, judgement or conclusions to reach decisions on matters, including:

(a)      the assessment of risk or credit worthiness;

(b)      the pricing of Client products or services;

(c)      taking or omitting any steps, actions or measures (including legal proceedings) against third parties; and/or

(d)      the basis upon which it does business with third parties.

2.16   Licensor accepts no liability for any indirect or consequential loss or damage or for any loss of data, profit, goodwill, anticipated savings, revenue or business (whether direct or indirect) in each case, however caused, even if foreseeable, arising under or in relation to this Licence Agreement or arising out of or in connection with Client’s access, viewing or use of, or reliance upon any Materials.

2.17   Where Client suffers loss or damage arising out of or in connection with the use or performance of Materials and/or Opinions, Licensor accepts no liability for this loss or damage whether due to inaccuracy, error, omission or any other cause, whether on the part of Licensor, its servants, agents or any other person or entity.

2.18   If Licensor is liable to Client under this Licence Agreement for any reason (whether in contract, tort or otherwise), Licensor’s aggregate liability shall be limited to the amount paid by Client for Materials in the year in which such liability arose.

2.19   Nothing in this Licence Agreement shall limit Licensor’s liability for death or personal injury resulting from its negligence or from its fraudulent misrepresentation or any liability which cannot be excluded under the applicable law.

2.20   Client shall fully indemnify Licensor from and against any claims, demands, losses, damages, costs, expenses, obligations, assessments, suits, judgments, proceedings and actions including interest, penalties and reasonable legal fees and expenses or other liability incurred by Licensor in respect of any infringement of its rights (including intellectual property rights) arising from Client’s use of Materials.

Assignment

2.21   Neither party may assign, transfer or sub-licence its rights or obligations under this Licence Agreement without prior written consent from the other party (not to be unreasonably withheld or delayed), with the exception that Licensor may assign or transfer this Licence Agreement within the Informa group of companies without Client consent.

Data Protection and Monitoring

2.22   Client acknowledges that Licensor may  process  personal data, including but not limited to names of Client’s employees, IP addresses and email addresses, which are supplied to and/or  collected by Licensor  (whether via Client correspondence or during any Authorised User registration process or other method, including cookies), to the extent reasonably necessary for Licensor, its partners, successors (including the purchaser of the whole or part of its business), associates, sub-contractors or other third parties (together “Partner Companies”) for the purpose of carrying out this its obligations under this Licence Agreement (“Purpose”). These Partner Companies may be located in countries that do not have laws to protect information supplied to them.

2.23   By entering into this Licence Agreement, Client agrees to the processing and disclosure of its personal data by Licensor and its Partner Companies for the Purpose.

2.24   Licensor has the right, to monitor use of and access to the Websites in order to verify Client’s compliance with this Licence Agreement and/or to satisfy any law, regulation or authorised government request.


Part 3 – Terms applicable to Websites

3.1     Client agrees that all logins, passwords or other Authorised User identification (“Access Credentials”) used to access Materials (whether chosen by Client, Authorised User, or provided by Licensor) are confidential and personal to each Authorised User.  Client shall ensure, as a principal obligation, that Authorised Users do not disclose or transfer Access Credentials to any person.

3.2     Client must notify Licensor immediately of any unauthorised use of Access Credentials or any other breach of security regarding Licensor’s websites that come to Client’s attention. 

3.3     Without prejudice to any other right or remedy, Licensor may disable any Access Credentials at any time, if in Licensor’s opinion Client or an Authorised User has failed to comply with clauses 3.1 and/or 3.2.

3.4     Client is responsible for ensuring that its computer system meets all relevant technical specifications necessary to receive Materials.  Licensor employs industry standard procedures and virus checks, but does not warrant that Materials will be free from viruses and/or other code that has contaminating or destructive properties.  Client is responsible for implementing industry standard procedures and virus checks to maintain the security of its computer system.

3.5     Licensor cannot guarantee the continuous operation of Websites or their freedom from technical errors and accepts no liability for such interruptions or errors. 

3.6     Client agrees as a principal obligation that it shall not:

(a)      attempt to reverse engineer, decompile or otherwise interfere with the Websites;

(b)      attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router or any other Internet connected device owned or managed by Licensor; and/or

(c)      use automated retrieval devices (including crawlers, spiders or information aggregator services).

3.7     Licensor reserves the right to temporarily suspend Client’s access to Materials for the purposes of maintenance or upgrade, but Licensor will use reasonable endeavours to make such suspension during periods of low demand for access and to minimise the period thereof.

3.8     Client agrees that Licensor has no control over the content or availability of third party websites which Client may access through links on Licensor’s Websites and that they are independent from such Websites. Such links do not constitute endorsement by Licensor and Licensor accepts no responsibility for the content, or Client’s use of, third party websites. Licensor shall not be liable for any loss or damage arising from Client’s use of or reliance on any content, goods or services available on or through a third party website.


Part 4 – Terms of Permitted Use

Internal use

4.1     Authorised Users may, solely for their own use in the internal course of Client’s business:

(a)      access and use Materials (whether in hard copy, electronic data storage (“EDS”) or other electronic form and regardless of the means of access or delivery);

(b)      download and store limited and insubstantial extracts from individual reports, articles or documents contained in the Materials (“Extracts”);

(c)      download, print and/or store one copy of reports and newsletters contained in the Materials; and

(d)      print Extracts.

4.2     Authorised Users may use Extracts in internal business reports circulated to Client’s employees or officers provided it does not form part of a systematic, regular or routine pattern of use.

External use

4.3     Except as expressly permitted under this Licence Agreement, Client shall not, and shall ensure as a principal obligation that Authorised Users shall not, use Materials for any external purpose, including without limitation mass advertising and/or public relations campaigns.

4.4     Authorised Users may use Extracts for external purposes, provided such use is in the ordinary course of Client’s business and does not form part of a systematic, regular or routine pattern of use.

4.5     Licensor grants to Client permission to use Extracts as part of an audiovisual presentation, speech or marketing material provided always that such use shall (unless otherwise agreed in writing with Licensor) be only in compliance with all of the following conditions:

(a)      Licensor’s copyright notice is displayed with reasonable prominence on any written document;

(b)      for audiences or recipient lists of 150 or more persons, a proof of the document is supplied to Licensor no less than 30 days before the intended date of use.  Client shall not release or use in any way such documents incorporating Extracts, until written permission is received (not to be unreasonably withheld or delayed).

4.6     Client shall not (and shall ensure as a principal obligation that Authorised Users shall not) except where required by law or court order, use, submit or volunteer any of  the Materials as evidence in any legal proceedings (and such restriction  shall  apply  regardless of whether such use  would be in the ordinary course of Client’s business).

Use of Ask the Analyst service

4.7     Where Ask the Analyst service is expressly included in the  Products  detailed on the OCF, Client may make a reasonable number of requests per calendar month for Ask the Analyst service, provided that:

(a)      Licensor shall, at its sole discretion, determine the acceptable number of requests;

(b)      all Licence Fees and other agreed fees are paid in full;

(c)      Licensor shall, at its sole discretion, determine if Client’s request fits within the subject area covered by the Products detailed on the OCF; and

(d)      Client’s request is submitted in writing.

4.8     Ask the Analyst service is provided exclusively by telephone and e-mail, unless otherwise agreed in writing by Licensor. 

4.9     Licensor reserves the right to decline any Client request which it believes, at its sole discretion, will require more than three analyst hours, but may supply a quote to undertake such work.

General use of Materials

4.10   Client shall not (and shall ensure as a principal obligation that Authorised Users shall not) other than as expressly permitted in this Licence Agreement:

(a)      download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the Materials other than as expressly permitted in this Licence Agreement;

(b)      resell, sub-licence, rent, lease, transfer or attempt to assign the rights in the Materials  (in whole or in part) to any other person;

(c)      use the Materials in any manner, (or transfer or export the Materials or any copies thereof into any country), other than in compliance with applicable laws;

(d)      allow any person other than the Authorised Users to use or gain access to the Materials regardless of format or means of access or delivery;

(e)      change or substitute an Authorised User without Licensor’s prior written consent (not to be unreasonably withheld);

(f)       modify or alter the Materials nor create a database in electronic or structured manual form by downloading and storing any of the content from such Materials; and/or

(g)      in the case of Materials supplied in portable EDS, permit anyone other than the Authorised Users to access the software. This Licence Agreement will continue to govern the use of the Materials regardless of where the EDS containing the Materials is located.


Part 5 - Duration and Termination

5.1     In consideration of the Licence Fee, Licensor will supply the Products (including Print Copies, if any) and/or make them available to Client via the Websites beginning on the start date on the OCF.

5.2     Licensor may immediately terminate this Licence Agreement if Client is or becomes a competitor of Licensor or it sells, sub-licences, provides, discloses or transmits any of the Materials to any of Licensor’s competitors.

5.3     Either party may immediately terminate this Licence Agreement at any time if the other:

(a)      materially breaches any of its obligations under this Licence Agreement and fails to remedy such breach (if capable of remedy) within 30 days of receiving written notice of the breach;

(b)      persistently breaches of any of its obligations under this Licence Agreement, regardless of whether such breaches are capable of remedy; and/or

(c)      goes into liquidation whether compulsory or voluntary; is declared insolvent; has an administrator or receiver appointed over the whole or any part of its assets; enters into any arrangement for the benefit of or compounds with its creditors generally; ceases to carry on business or threatens to do any of these things or suffers any analogous event in any jurisdiction.

Post Termination

5.4     Upon termination or expiration of this Licence Agreement:

(a)      all Client’s rights and licences to Materials shall immediately cease;

(b)      Client shall ensure, as a principal obligation, that all Authorised Users immediately cease using any Access Credentials;

(c)      Licensor shall not be required to refund any fees received from Client;

(d)      Licensor shall be entitled to submit an invoice for any outstanding fees which will become immediately due and payable.

5.5     Within 10 days after the last day of the Licence Period, Client shall make its best efforts to permanently delete and/or destroy all copies of the Materials and Confidential Information (as defined in clause 7.9) or any parts of them under Client’s control.

5.6     Materials contained within internal reports as permitted by clause 4.2 and computer system backup media created in observance of Client’s information technology policy shall be exempt from the provisions of clause 5.5 provided always that Client shall not benefit from such Materials in any way.

5.7     Licensor reserves the right to verify compliance with this Licence Agreement by carrying out an inspection at Client’s offices.  Client may require Licensor to carry out an inspection under its supervision.  Client will cooperate with this inspection by making available such records, facilities and personnel as may reasonably be required and shall comply with any directions Licensor makes as a consequence of such investigation.

5.8     Termination of this Licence Agreement shall not prejudice any accrued rights or remedies and the following clauses shall remain in force: 1.1 to 1.4 inclusive, 2.7, 2.8, 2.13 to 2.20 inclusive, 5.4 to 5.8 inclusive and 7.1 to 7.10 inclusive.


Part 6 – Force Majeure

6.1     For the purpose of this clause a force majeure event (“Event") means an event beyond the reasonable control of the affected party including strike; lock-out; labour dispute; act of God; war; riot; acts of terrorism; malicious damage; compliance with a law or governmental order, rule, regulation or direction; breakdown of plant or machinery; fire; flood; storm; illness or disease.

6.2     Neither party shall be liable for a failure to perform its obligations under this Licence Agreement due to an Event provided the affected party notifies the other party in writing of the Event, the date on which it started and the effect on its ability to perform its obligations as soon as reasonably possible after the start of the Event. The affected party shall make reasonable endeavours to mitigate the effects of the Event on the performance of its obligations.  As soon as reasonably possible after the end of the Event, the affected party shall resume performance of its obligations under this Licence Agreement.  If the Event continues for more than three months starting on the day the Event starts, either party may terminate this Licence Agreement by giving not less than 30 days notice in writing to the other party. 


Part 7 – General

7.1     This Licence Agreement is the whole agreement between the parties and supersedes any previous agreement relating to the subject hereof. The parties agree that, in entering into this Licence Agreement, they do not rely on (and shall have no remedy in respect of) any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in this Licence Agreement as a warranty.

7.2     All variations to this Licence Agreement shall be the subject of a separate instrument signed by both parties and stamped by Licensor. 

7.3     Any handwritten changes (including insertions, deletions or amendments) by Client shall not serve to alter or have any effect on this Licence Agreement.

7.4     This Licence Agreement is governed by the law of the State of New York and the parties submit to the non-exclusive jurisdiction of the State of New York courts.

7.5     No forbearance or delay by either party in enforcing its rights will prejudice the rights of that party. No waiver of any right will be deemed to be a waiver of any other right and no waiver of any breach of any contractual term will be deemed to be a waiver of any other term or any later breach.

7.6     Notices affecting the status of this Licence Agreement must be in writing and sent by recorded delivery to the addresses of the parties set out in this Licence Agreement, as updated from time to time. All other notices may be delivered by e-mail with delivery and read receipts requested.

7.7     It is the intent of the parties that Licensor will receive the Licence Fees net of all applicable taxes including, sales, VAT, service or withholding taxes (“Taxes”), all of which shall be paid solely by Client. If, and to the extent that, any Taxes are levied upon, or found to be applicable to, the whole or any portion of the Licence Fees, the amount of the Licence Fees shall be increased by an amount necessary to compensate for the Taxes (including any amount necessary to “gross up” for Taxes levied on the increase itself).

7.8     Licensor reserves the right to charge Client interest on any overdue payment at the rate of 3% above the base rate of Barclays Bank plc plus a sum equal to all reasonable costs and expenses suffered or incurred by Licensor in connection with the recovery of overdue amounts from Client.

7.9     For the purposes of this clause, “Confidential Information” means information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”) relating to the Disclosing Party’s business, products; affairs; finances; clients; customers; trade secrets; customer lists; billing practices; contractual arrangements; technical data and know-how.

(a)      Except in the proper performance of its obligations under this Licence Agreement, the Receiving Party shall not itself (or allow others to) use or disclose Confidential Information to any person.

(b)      This clause does not apply to: information already lawfully in the public domain; information already in the lawful possession of the Receiving Party before its receipt from the Disclosing Party; information obtained from a third party who is free to disclose the same; disclosure of information which is required by law or other competent authorities; and information which can be shown to the reasonable satisfaction of the Disclosing Party to have been developed or created by the Receiving Party independently of the Confidential Information.

7.10   This Licence Agreement does not confer any rights on any person or party not a signatory to this Licence Agreement.