DEFINITIONS AND INTERPRETATION
The definitions in these Terms shall have the meanings set out in the TOU unless otherwise defined as below:
Licensee: you, being the person who enters into this Contract on behalf of your business or employer for the purposes of the grant of a Standard Site Licence
Licensed Material: any and all content contained, shown, displayed or depicted within the applicable Product(s)
Order Form: the document detailing the order for the applicable Product
Price: has the meaning set out in Section 6.1
Site(s): the physical location(s) or address(es) at which the Licensed Material may be viewed or used, or in default thereof the Licensee’s principal place of business
Standard Site Licence: a single, principal or primary permission, granting the Licensee the right to share the Licensed Material only with other permanent employees of the same company, business or employer who are located at the same Site
Start Date: the date the Licence Term commences. The Licence Term will not commence until payment is received and access granted to the Product(s) licenced
Term: 12 month period (or such other time period which you and we shall otherwise agree in writing)
For more information on the alternative, multi or global site licence terms available from Drewry, please contact us by phone on +44 (0) 207 538 0191 or via email at firstname.lastname@example.org
1. Grant of licence
- In consideration of receipt of full payment of the applicable Price, Drewry grants to the Licensee a non-exclusive, non-transferable right of access in relation to the ordered Product(s), to the relevant Licensed Material from the Start Date for the Term under a Single Site Licence in accordance with these Terms
- We reserve full editorial control over all Products and the Licensed Material and reserve the right to make changes to any of these, including but not limited to, our editorial approach, the right to remove certain content, or Licensed Material, which may be or does become contentious, complained about, unlawful, or which has not been complied in accordance with our requirements, which changes may include the look, feel and functionality of our research and information product(s)/data and online service(s).
2. Placing an order and our acceptance
- You confirm that you have authority to bind any business on whose behalf you use our Website to purchase Products.
- You acknowledge that in entering this Contract, you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
- When you place an order you will be asked to input your details and confirm which Product you want. Please note that different Products have different prices, frequency updates and subscription timeframes so you must ensure that you have checked these details before you place your order.
- You will also have the opportunity to pay electronically by providing your credit or debit card details. Please note that when you submit your order you are making an offer to purchase the relevant Product, which we may accept or decline. Should we choose to accept your order, we will only do so after we have verified your email address and validated payment.
- If we agree to accept your order, we will confirm our acceptance of your order by sending you an email of acknowledgment containing, without limitation, details of your account with us, user id, and where applicable, password (“Acknowledgement Email”). The Contract between you and us will only be formed when we send you this Acknowledgement Email.
- The Website sets out an overview, brief description and details of the contents of each Product available. You agree it is your responsibility to check and be familiar with this information prior to purchasing any Product and to ensure that you are ordering the Product that you want. We do not accept any responsibility and have no liability for your satisfaction in relation to any Product that you purchase.
- Product access rights are subject to product or service availability. In the event that we are unable to supply access rights for the Term, we will inform you as soon as possible and provide you with a pro rata refund in the event that you have paid for a prolonged period for which we cannot comply. For the avoidance of doubt, this right shall not apply to temporary loss of access to a Product during the Term.
- To the fullest extent permitted by law, we will not however be liable for any other direct or indirect losses, nor any losses (as set out in Clause 10), caused as a result of not being able to supply you with the subscriptions for all or any of the periods subscribed to. This does not affect your statutory rights.
3. Renewal of Licence Term
- The Licence will automatically renew for a further Term at the anniversary of the Start Date, unless Licensee gives notice in writing to us ninety (90) days prior to this date.
- You will be sent an invoice for the Price of the applicable Product ninety (90) days prior to the anniversary of the Start Date. If you fail to settle this invoice prior to the beginning of the new Term, access to your account, the Licensed Materials and the Product(s) will be blocked and the licence granted to you in Section 1.1 will immediately terminate.
- This renewal and future renewals will be subject to these Terms (as amended or varied from time to time).
4. Your account details
- If your request for a Product(s) is accepted, you will be responsible for maintaining confidentiality of your online account(s) and password(s), restricting access to your computer and/or preventing unauthorised access to your account. You agree to take responsibility for all activities that occur under your account or password. If you believe that your account or password is being or is about to be used by anyone else you should inform us immediately via email@example.com.
5. Online access to research products and services
- If your order is accepted you will be issued with a unique user name and password (or any other means of personal identification), which you shall only use or allow to be used for the purposes of the Single Site Licence, granted under these Terms. You shall keep the identification information confidential and not disclose, disseminate or pass it on to colleagues, employees, partners, group companies, branch offices, business relations or others for use from locations other than the Site
- You acknowledge and agree that under the Single Site Licence you are not permitted to share the Products or Licensed Materials with anyone other than those colleagues who are located, based or whose principle place of work is at the relevant Site. Should any colleagues or others within your business or organisation at other locations desire access to the Products, you agree that they must submit a further Order Form. You acknowledge that Drewry has the means and may implement the right to carry out an audit of this restriction by checking the IP addresses which access the Products.
- You acknowledge and agree that Drewry has the right to limit online access to a restricted range of or to a specific set of IP addresses or to block a range of specific IP addresses in respect of the Products.
- Although reasonable care is given to ensure uninterrupted access to and use of the online Licensed Material of the relevant Products, Drewry shall not be liable for any difficulties you may encounter in this respect whether due to telephone connections, broadband speed, down time of the internet server at the provider, maintenance, virus detection or elimination or any other reason whatsoever.
6. Prices and payments
- Subject to section 6.2 below, the price that you pay for your Product(s) will be as shown on the Website at the time that you submit the Order Form (or as shown in our brochure, or as communicated to you separately by us via letter, email or over the phone) (the “Price”). . The Price(s) are valid for Product purchases made during the calendar year which the purchase relates to. Prices are exclusive of taxes but the appropriate rate of tax for the relevant Product will be given prior to checkout. You will be charged in the currency shown on the Website (or the brochure, letter, email or via the phone, as applicable) which, if not the country of your bank account, will be converted by your bank into the currency of your bank account, when processed. Please note that we are not responsible for any additional charges your bank may apply.
- Whilst we try to ensure that all Prices we display and quote are accurate, errors may occur. If we discover any error in the Prices we will inform you as soon as possible and give you the option of recommencing your order at the correct price or cancelling it. If we are unable to contact you, we will treat the order as cancelled. If you cancel for this reason and we have already processed your payment, you will receive a full refund.
7. Acceptable and prohibited use of our content and website(s)
- Downloading to screen, printing, or saving of the Licensed Material for use only within the terms of the Standard Site Licence is permissible.
- You are not permitted to include, post or place any of the Licensed Material on any internal company systems, electronic or otherwise (such as an intranet or bulletin board or discussion forum), nor to post Licensed Material (whether whole or in part) on the Internet.
- The rights to the Licensed Materials granted and access to the Products permitted under these Terms is solely for your own internal business research and decisions. The Products and Licensed Materials are not to be resold to third parties or to be used to create commercial products for third parties (including by creating derivative works), unless agreed with us in advance in writing, providing us with sufficient details as to the intended use. In the event that we agree to allow you to create adaptations or include extracts of any Licensed Products in derivative works, or the like, Drewry must be at all times referenced properly as the source.
- Any permitted use of the Licensed Material is subject to ensuring that our copyright notices and trade marks appear as they do on all our Products and customary citations, including, at all times, the following details:
- [research product title], [date] and/or [the URL to the relevant Drewry website (where applicable)].
- All intellectual property rights in the content, (including but not limited to: information, know-how, layout, design, data, databases, graphs, charts, tables, images and graphics) on our Websites and within the Licensed Materials and Products are protected by English and other international intellectual property laws and are owned by Drewry (“Drewry’s IPRs”).
- Drewry’s trade marks and logos which are displayed on the Website and Products are trade marks of Drewry. Any use including framing, meta tags or other text utilising Drewry’s trade marks or other trade marks displayed, is strictly prohibited without our express written consent.
- Any request for permission to use any of Drewry’s IPRs not explicitly authorised under these Terms (or to seek permission in respect of the matters set out in Section 7.3), should be made using the ‘contact us’ feature on our Website or by emailing firstname.lastname@example.org.
- You must not use our Website(s) in any way that causes or is likely to cause the Website(s) or access to it to be interrupted, damaged or impaired in any way. You understand that you are solely responsible for all electronic communications and contents sent from your computer to us. You must use the Website for lawful purposes only. You must not use the Website for any of the following:
- Fraudulent purposes in connection with a criminal offence or otherwise unlawful activity
- To send, use or re-use any material that is illegal, offensive, abusive, indecent, harmful, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, trojan horses, worms, time bombs, keystroke loggers, spyware, adware or any other harmful or similar computer code designed to adversely affect the operation of any computer software or hardware, political campaigning, commercial solicitation, chain letters, mass mailings or any spam
- To cause annoyance, inconvenience or needless anxiety
- To reproduce, duplicate, copy or resell any part of our Website or its content in contravention with these Terms.
- Our Websites may contain links including hyperlinks which may take you outside Drewry websites. Links are provided for your convenience, and an inclusion of any link by us does not imply endorsement or approval by us of the linked website, its operator or content. We have no control over the contents or functionality of those sites and accept no responsibility for any loss or damages that may arise from your use of them. We are not responsible for any website outside Drewry websites, and such websites use will be subject to relevant terms and conditions and privacy policies.
- You may link to articles or the home page of the Drewry website but you must not deep link to our Websites without our agreement in writing. You may not provide a link to us which suggests a form of association, approval or endorsement on our part, unless we have expressly agreed to this in writing. We reserve the right to withdraw any linking permission upon notice to you or by amending these terms and conditions.
- Drewry may terminate this Contract and the Licence granted in Section 1 immediately by written notice sent by courier, first class post or fax or via e-mail to Licensee if:
- has committed a material breach of this Contract; or
- is in irredeemable breach of this Contract; or
- after Licensee, in Licensor’s reasonable opinion, has failed to remedy a remediable breach of these Terms within 14 days of being given notice to do so; or
- is declared bankrupt or enters into liquidation or any arrangement with creditors or has a receiver or administrative receiver appointed
- The relevant Product is unavailable or becomes unavailable or, in our reasonable opinion, is no longer viable.
Upon termination, you must immediately cease use of the Products and Licensed Materials and destroy or return to us any and all copies that you may have made.
9. Disclaimers and limitations of liability
- The Products and Licensed Materials are provided on an “as is” basis without any warranties, representations or guarantees of any kind, either express or implied. You acknowledge and agree that we do not represent, guarantee or warrant (i) that any particular result will be achieved by access to or use of the Products and/or the Licensed Materials; or (ii) the suitability or fitness for any particular purpose of the Products or Licensed Materials.
- We do not warrant the availability or functionality of our Websites. It is our intention that our Website(s) are available for use 24 hours per day, 7 days per week other than for a small period for scheduled down time, but you acknowledge and agree that we cannot guarantee this. To the fullest extent permitted by law, we will be not be liable to you for damages or refunds should our Website(s) become unavailable or access to the Website becomes slow or incomplete due to system back-up procedures, internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make the any of our Websites inaccessible to you.
10. General and Product Specific Disclaimers
TO THE FULLEST EXTENT PERMITTED BY LAW, AND SUBJECT ALWAYS TO SECTION 10.3 BELOW, WE EXPRESSLY EXCLUDE ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY, AND ANY LIABILITY CAUSED BY A FORCE MAJEURE EVENT.
10.2 SUBJECT TO CLAUSE 10.3 BELOW, WE WILL UNDER NO CIRCUMSTANCES WHATEVER BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THE CONTRACT FOR:
- I) ANY LOSS OF PROFITS, SALES, BUSINESS OR REVENUE;
2) LOSS OR CORRUPTION OF DATA, INFORMATION OR SOFTWARE;
3) LOSS OF BUSINESS OPPORTUNITY;
4) LOSS OF ANTICIPATED SAVINGS;
5) LOSS OF GOODWILL; OR
6) ANY INDIRECT OR CONSEQUENTIAL LOSS.
10.3 NOTHING IN THIS PROVISION AFFECTS OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE NOR FOR LIABILITY FOR FRAUDULENT MISREPRESENTATION OR MISREPRESENTATION AS TO A FUNDAMENTAL MATTER NOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW.
10.4 THESE PROVISIONS DO NOT AFFECT ANY APPLICABLE STATUTORY RIGHTS.
10.5 SUBJECT TO CLAUSE 10.3, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS CONTRACT (OR ANY OTHER CONTRACT BETWEEN YOU AND US), WE SHOULD HAVE ANY LIABILITY FOR ANY LOSS, HARM OR DAMAGE, YOU AND WE AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THREE TIMES THE FEES YOU HAVE PAID TO US. YOU AND Drewry AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND US AND REFLECTS THE FEES, IF ANY, WE CHARGE YOU TO USE OUR PRODUCT(S).
11. Alteration of service or amendments to the conditions
- We reserve the right to make changes to our Website, policies, and these Terms at any time.
- You will be subject to the general policies and Terms in force at the time that you use the Website or that you order any Products from us, unless any change to those policies or these Terms is required to be made by law or government authority (in which case it will apply to orders previously placed by you).
- We may revise these Terms from time to time as they apply to any order you make to reflect: (a) changes in relevant laws and regulatory requirements; or (b) any other circumstances where we, in our sole discretion, deem it necessary, including but not limited to where Products no longer become viable or available.
- If any of the provisions of the Contract between us and you are deemed invalid, void, or for any reason unenforceable, the relevant provision, obligation, term and/or condition will be deemed severable and the closest enforceable substitute (if possible) will be included in its place and the excluded part will not affect the validity and enforceability of any remaining conditions.
12. Force Majeure and events beyond our reasonable control
- We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control which shall include, but not be limited to: any default due to an act of God, war, or threatened war, act of terrorism or threatened act of terrorism, strike, lockout, industrial action, health epidemic or pandemic, fire, flood, drought, tempest or a cyber attack of any kind (a “Force Majeure Event”). This condition does not affect your statutory rights.
13. Waiver, privacy and third party rights exclusion
- If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.
15. Third Party Rights Exclusion
- No party, who is not party to any contract which may be entered into by us, may enforce the terms of that contract and therefore we hereby exclude the operation of the Contracts (Rights of Third Parties) Act 1999.
16. Governing law and jurisdiction
- To the fullest extent permitted by law, this Agreement will be governed by the laws of England and shall be governed and construed in accordance with the laws of England whose courts shall have exclusive jurisdiction, unless as at the date of formation of this Agreement either i) an English judgement could not be enforced in the Licensor’s stated country location; or ii) it would take six months or more for Drewry to enforce an English judgement in the subscriber’s stated country location, then it is hereby agreed that this Agreement shall be governed by the laws of the subscriber’s stated country (or state if applicable) and their courts shall have jurisdiction. Notwithstanding any of the above, this clause is governed by the laws of England.
For more information on the alternative, multi or global site licence terms available from Drewry, please contact us by phone on +44 (0) 207 538 0191 or via email at email@example.com