Terms of Service

Terms and Conditions

1. Interpretation
   • The following definitions and rules of interpretation apply in these Conditions and in any other agreement between the parties.

• Clause and paragraph headings shall not affect the interpretation of this Agreement.
• A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
• Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

2. basis of agreement
   • The Order constitutes an offer by the Customer to purchase a licence to use the Materials in accordance with these Conditions.
   • The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order at which point and on which date the Agreement shall come into existence.
   • These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. Licence
   • The Supplier grants to the Customer a non-exclusive, non-transferable, revocable licence for the Permitted Use only during the Term, subject to the Customer User Restrictions, to:
     • print and download sections of the Materials solely in connection with the Permitted Use and each Customer User’s use of the Materials for the benefit of the Customer as an information resource, provided that all hard copies contain all copyright and other applicable notices contained in the Materials;
     • redistribute (in writing or by electronic means) limited extracts from the Materials to third parties in its own business applications, reports, presentations, memoranda, and other materials and publications (together referred to as “Presentations”), provided that:
       • the Materials used are only supportive in nature to the substance of the Presentations;
       • the Customer assumes full responsibility for any such redistribution of the Materials; and
       • the Customer does not use the limited right to redistribute the Materials granted under this Agreement either:
         • on a recurrent basis; or
         • to develop for sale and/or distribution or otherwise a product or information service which competes with any of the Supplier’s products or services.

If the Customer makes such use of limited extracts as permitted in this clause 3.1, it shall reference and give appropriate credit to the Supplier as the source of such information.  The Supplier may deem, in its absolute opinion, if the Customer’s use of the Materials in any circumstance is beyond the scope of this limited extracts allowance, and upon notice by the Supplier of the same, the Customer shall cease using the Materials in such manner, as directed by the Supplier.

• store the Materials on the Customer System;
• distribute the Materials to Customer Users on the Customer System;
• limit access to the Materials to the Customer Users; and
• access, view and use (but not modify) the Materials in support of the activities referred to in this clause 3.1.

• Except as expressly provided in this Agreement, the Customer shall not:
  • use the Materials (wholly or in part) in its products or services; or
  • redistribute the Materials (wholly or in part).
• The Customer shall ensure that it and the Customer Users shall not:
  • print, make electronic copies of, use, extract, exploit, redistribute, store multiple extracts of the Materials for any purpose other than as expressly permitted by this Agreement;
  • post or distribute any part of the Materials on any electronic network that is accessible to any third party other than as expressly permitted by this Agreement without the Supplier’s prior written consent;
  • use the Materials for sale, reward or exploitation other than as expressly permitted by this Agreement without the Supplier’s prior written consent;
  • publish, distribute or make available the Materials, works based on the Materials, or works which combine the Materials with any other material other than as expressly permitted by this Agreement without the Supplier’s prior written consent;
  • alter, adapt or modify the Materials without the Supplier’s prior written consent;
  • use the Materials for any purpose contrary to any law or regulation or any regulatory code, guidance or request;
  • do anything which may damage the reputation of the Supplier or the Materials; and
  • delete or manipulate any of the Supplier’s cookies for the purpose of determining if the Customer is complying with the Customer User Restrictions.

4. provision of materials
   • The Supplier shall provide the Materials to the Customer by email and in accordance with the Licence Type.
   • The Customer is liable and fully responsible for all conduct of the Customer Users with respect to the use of the Materials, and the Customer shall ensure that only Customer Users who are authorised according to the Licence Type are permitted to use the Materials.
   • The Customer must ensure that all authorised Customer Users are made aware of and agree to comply with the terms of this Agreement.
   • Each Customer User will be subject to the terms of this Agreement and any other terms and conditions as shall be communicated to the Customer from time to time. Continued use of the Materials by the Customer and/or the Customer User will be deemed acceptance of such revised terms and conditions.
   • The Customer must promptly notify the Supplier of any unauthorised or unlawful use of the Materials.
5. Charges
   • On the Commencement Date the Customer shall pay the Charges to the Supplier.
   • Time shall be of the essence regarding the Customer’s obligations to make payments in accordance with this clause 5 and such obligations are material obligations for the purpose of clause 15.2.2.
   • The Supplier may charge interest at an annual rate of 4% above the base rate of the Bank of England, calculated on a daily basis in respect of any sum which is due and unpaid, that interest to run from the date on which that sum is due and payable until receipt by the Supplier of the full amount, whether before or after judgment.
   • The payment made by the Customer under clause 5.1 is exclusive of VAT or any other applicable sales tax. The Customer agrees to pay any VAT, sales tax or other similar tax at the rate and in the manner for the time being prescribed by law.
   • Except as expressly agreed by the Supplier, all Charges are non-refundable.
6. Audit
   • The Customer shall keep, in paper and electronic form, at its normal place of business detailed, accurate and up-to-date records (Records) showing the steps taken by the Customer to comply with the Customer User Restrictions. The Customer shall ensure that the Records are sufficient to enable the Supplier to verify the Customer’s compliance with its obligations under this clause
   • The Customer shall permit the Supplier and its third party representatives (including its designated auditor), on reasonable notice during the hours of 9am to 5.00pm GMT on a Business Day to:
     • gain access to, and take copies of, the Records and any other information held at the Customer’s premises or on the Customer’s Systems; and
     • inspect all Records and Customer Systems relating to the use, distribution, and control of the Materials,

for the purpose of auditing the accuracy of the Records and the Customer’s compliance with its obligations under this Agreement including the Customer User Restrictions. Such audit rights shall continue for two years after termination of this Agreement. The Customer shall give all necessary assistance to the conduct of such audits during the term of this Agreement and for a period of two years after termination of this Agreement.

7. Unauthorised use

If any unauthorised use is made of the Materials and such use is attributable to the act or default of, or through, the Customer (including breach of any Customer User Restrictions) then, without prejudice to the Supplier’s other rights and remedies, the Customer shall immediately be liable to pay the Supplier an amount equal to the Charges that the Supplier would have charged, had the Supplier or the Customer (as the case may be) authorised the unauthorised user at the beginning of the period of that unauthorised use together with interest at the rate provided for in clause 5.3 from the date of that unauthorised use to the date of payment.

8. Confidentiality
   • The term Confidential Information does not include any information that:
     • is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 8);
     • was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
     • was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
     • was known to the receiving party before the information was disclosed to it by the disclosing party; or
     • the parties agree in writing is not confidential or may be disclosed.
   • Each party shall keep the other party’s Confidential Information confidential and shall not:
     • use any Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement (Permitted Purpose); or
     • disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 8.
   • A party may disclose the other party’s Confidential Information to those of its Representatives who need to know that Confidential Information for the Permitted Purpose, provided that:
     • it informs those Representatives of the confidential nature of the Confidential Information before disclosure; and
     • at all times, it is responsible for the Representatives’ compliance with the confidentiality obligations set out in this clause 8.
   • A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
   • Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information, other than those expressly stated in this Agreement, are granted to the other party, or are to be implied from this Agreement.
   • The provisions of this clause 8 shall continue to apply after termination of this Agreement.
9. Announcements

No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

10. Security and passwords
    • The Customer shall ensure that the Materials are kept secure by using the Security Features and in an encrypted form, and shall use the best available security practices and systems applicable to the use of the Materials to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Materials.
    • Where the Supplier uses Security Features in relation to the Materials (wholly or in part), the Security Features must, unless the Supplier notifies the Customer otherwise, be kept confidential and not lent, divulged, shared, transferred or otherwise misused.
    • If the Customer becomes aware of any misuse of the Materials, or any security breach in connection with this Agreement that could compromise the security or integrity of the Materials or otherwise adversely affect the Supplier or if the Customer learns or suspects that any Security Feature has been revealed to or obtained by any unauthorised person, the Customer shall, at the Customer’s expense, promptly notify the Supplier and fully co-operate with the Supplier to remedy the issue as soon as reasonably practicable.
    • The Customer agrees to co-operate with the Supplier’s reasonable security investigations.
    • The Supplier may change Security Features on notice to the Customer or the Customer Users for security reasons.
11. Intellectual property rights ownership
    • The Customer acknowledges that:
      • all Intellectual Property Rights in the Materials are the property of the Supplier or its licensors, as the case may be;
      • it, and the Customer Users, shall have no rights in or to the Materials other than the right to use them in accordance with the express terms of this Agreement;
      • neither it nor the Customer User shall remove any copyright notice or any other restrictive notice contained in the Materials.
    • The Customer shall, and shall use all reasonable endeavours to procure that any necessary third party shall, at the Supplier’s cost, promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
    • Any display of the Materials by the Customer shall credit, wherever technically and commercially feasible, the Supplier, any licensor of the Supplier or any other source of the Materials specified by the Supplier as the source of the Materials.
    • The Customer acknowledges that reference in any element of the Materials to trade names or proprietary products where no specific acknowledgement of such names or products is made does not imply that such names or products may be regarded by the Customer as free for general use, outside the scope of the use of the Materials authorised by this Agreement.
    • The Customer acknowledges that “Trusted Writer” is a service mark of the Supplier and/or its licensors and it may not use it without written permission from the Supplier.
12. Intellectual property rights obligation
    • The Supplier undertakes to defend the Customer from and against any claim or action that the provision, receipt or use of the Materials (wholly or in part) infringes any UK Intellectual Property Right of a third party (IPR Claim) and shall be responsible for any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against the Customer as a result of, or in connection with, any such IPR Claim, provided that, if any third party makes an IPR Claim, or notifies an intention to make an IPR Claim against the Customer, the Customer shall:
      • give written notice of the IPR Claim to the Supplier as soon as reasonably practicable;
      • not make any admission of liability in relation to the IPR Claim without the prior written consent of the Supplier;
      • at the Supplier’s request and expense, allow the Supplier to conduct the defence of the IPR Claim including settlement; and
      • at the Supplier’s expense, co-operate and assist to a reasonable extent with the Supplier’s defence of the IPR Claim.
    • Clause 12.1 shall not apply where the IPR Claim in question is attributable to possession, use, development, modification or retention of the Materials (wholly or in part) by the Customer other than in accordance with this Agreement, provided that the obligations in clause 12.1 shall not apply to the extent that the relevant IPR Claim was attributable to the use of any of the Materials that have been combined (wholly or in part) with other information.
    • If any IPR Claim is made, or in the Supplier’s reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense:
      • procure for the Customer the right to continue using, or retaining the Materials (wholly or in part) in accordance with this Agreement;
      • modify the Materials (wholly or in part) so that they cease to be infringing; or
      • terminate this Agreement immediately by notice in writing to the Customer.
    • This clause 12 constitutes the Customer’s sole and exclusive remedy and the Supplier’s only liability in respect of IPR Claims and, for the avoidance of doubt, is subject to clause4.
13. Warranties
    • The Supplier warrants that it has the right to license the receipt and use of the Materials as specified in this Agreement.
    • Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
    • Without limiting the effect of clause 13.2, the Supplier does not warrant, expressly or impliedly, that the Materials are accurate, complete, reliable, secure, non-infringing, useful, fit for purpose or timely. The Supplier provides the Materials solely on an “as is basis”.
    • The Materials do not constitute any form of medical or healthcare advice, recommendation or representation. No Materials are intended to be relied on for medical advice, diagnosis or treatment. The Customer should contact a licensed physician, healthcare professional or pharmaceutical manufacturer with any queries involving a medical condition or treatment. The Customer should not disregard any medical advice or delay in obtaining it as a result of any information contained in the Materials.
    • The Materials may contain information, products and services provided by third parties (“Third Party Information”) and links to websites made available by third parties. The third parties may have additional terms and conditions governing the use of their content, for which the Customer and the Customer Users will be subject. The Supplier does not control the third party websites, and does not make any representations or warranties, express or implied, regarding any Third Party Information. The inclusion of any links to third party websites and information in the Materials does not constitute or imply an endorsement, authorisation or affiliation by or with the Supplier with respect to any third party, any third party website or its content, or any Third Party Information.
14. Limitation of liability
    • Neither party excludes or limits liability to the other party for:
      • fraud or fraudulent misrepresentation;
      • death or personal injury caused by negligence;
      • a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
      • any matter in respect of which it would be unlawful for the parties to exclude liability.
    • Subject to clause 14.1, the Supplier shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
      • any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
      • any loss or corruption (whether direct or indirect) of data or information;
      • loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time);
      • any loss or liability (whether direct or indirect) under or in relation to any other contract;
      • any loss or injury resulting directly or indirectly from the use of, failure to provide, delay in receiving, or reliance on any information contained in the Materials; or
      • any loss (whether direct or indirect) arising directly or indirectly from the use of (or failure to use) or reliance on the Materials even if the Supplier has been advised of the possibility that such damages may arise.
    • Clause 14.2 shall not prevent claims, which fall within the scope of clause 14.4, for:
      • direct financial loss that are not excluded under any of the categories set out in clause 14.2.1; or
      • tangible property or physical damage.
    • Subject to clause 14.1, the Supplier’s total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in all circumstances be limited to the total amount the Customer has paid to the Supplier in connection with this Agreement.
    • The Customer shall indemnify, defend and hold harmless the Supplier, its employees, officers, directors, shareholders and assigns from and against any and all claims, liabilities, damages and losses directly or indirectly, arising from or relating to any breach of this Agreement by the Customer or any Customer User, or any act or omission by the Customer or any Customer User in activities arising from or relating to the Materials.
15. Term and termination
    • This Agreement shall commence on the Commencement Date and shall continue for the Term unless terminated earlier in accordance with clause 15.2.
    • Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
      • the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make that payment;
      • the other party commits a material breach of any term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
      • the other party:
        • suspends, or threatens to suspend, payment of its debts;
        • is unable to pay its debts as they fall due or admits inability to pay its debts; or
        • is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
      • the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
      • the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
      • a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      • a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced on or sued against, the whole or any part of the other party’s assets and that attachment or process is not discharged within 14 days;
      • any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 2.3 (inclusive);
      • the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
      • there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
    • Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
    • Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
    • On any termination of this Agreement for any reason or expiry of the Term, the Customer shall immediately pay any outstanding amounts owed to the Supplier under this Agreement and ensure that there is no further use of the
    • On any termination of this Agreement for any reason or expiry of the Term:
      • each party shall as soon as reasonably practicable return, delete or destroy (as directed in writing by the other party) all data, information, software, and other materials provided to it by the other party in connection with this Agreement including all materials containing or based on the other party’s Confidential Information; and
      • without limiting the effect of clause 6.1, the Customer and any Customer User shall immediately cease all use of the Materials and shall delete any and all Materials from the Customer System,

and any electronic copies shall be considered deleted, for the purpose of this clause 15.6, where it has been put beyond use by the deleting party.

• Each party shall provide written confirmation (in the form of a letter signed by a Director) of compliance with clause 15.6.1 and also, in the case of the Customer only, clause 15.6.2 no later than 14 days after termination of this Agreement.
• If a party is required by any law, regulation, or government or regulatory body to retain any documents or materials that it would otherwise be required to return or destroy under clause 15.6, it shall notify the other party in writing of that retention, giving details of the documents or materials that it must retain. That party shall not be in breach of clause 15.6 with respect to the retained documents or materials, but clause 8 shall continue to apply to them.

16. general
    • Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 2 months, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party.
    • Both parties will comply with all applicable requirements of the UK data protection legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data.
    • This Agreement is personal to the Customer and it shall not assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the Supplier (which is not to be unreasonably withheld or delayed).
    • The Customer confirms it is acting on its own behalf and not for the benefit of any other person.
    • The Supplier may at any time assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the consent of the Customer.
    • No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
    • Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
    • Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office.
    • Any notice shall be deemed to have been received:
      • if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or
      • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
    • This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them 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 representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.
    • Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
    • Except as expressly provided in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
    • If any provision or part-provision of this agreement is deemed deleted under clause 16.14 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    • Each party confirms it is acting on its own behalf and not for the benefit of any other person.
    • Except as expressly provided, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
    • The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
    • This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).