Terms of Business

ORDER, GRANT AND SCOPE OF LICENCE AND UPDATES

Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us. We are under no obligation to accept an order from you.

In consideration of your payment of the fees and charges specified in the Order (Licence Fees) and of your agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Content on the terms of this Licence for the period specified in the Order or until otherwise terminated in accordance with this Licence.

You may use the Content for your internal business purposes only, limited to the number of individual users specified in the Order.

We may update or require you to update the Content, provided that the Content shall always match the description of it that we provided to you before you bought it.

We may change the Content:

• (a) to reflect changes in relevant laws and regulatory requirements;
• (b) to include additional content within the products for the purposes of supplementing or enhancing the Content; and
• (c) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Content.

You shall pay the Licence Fees to us in accordance with this Clause 2.

You shall, where applicable (for example at the commencement of any 30 day free trial period we offer you),prior to the commencement of your access rights to the Content provide to us valid, up-to-date and complete credit card details acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provideyour credit card details to us, you hereby authorise us to bill such credit cardon the dates set out in the Order in respect of the initial Licenceterm.

In the alternative to Clause 2.2, where applicable,we shall invoice youon the date set out in the Order for the Licence Fees payable in respect of the initial Licencetermand you shall pay each invoice within 30 days after the date of such invoice.

If we have not received payment within 14 days after the due date, and without prejudice to any of our other rights and remedies we may, without liability to you, disable your password, account and access to all or part of the Content and we shall be under no obligation to provide any or all of the Content while the invoice(s) concerned remain unpaid.

All amounts and fees stated or referred to in this Licence:

• (a) shall be payable in the currency specified in the Order;
• (b) are non-cancellable and non-refundable; and
• (c) are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.

Except as expressly set out in this Licence or as permitted by any local law, you undertake:

• (a) not to copy the Content, except where such copying is incidental to normal use of the Content;
• (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Content nor permit the Content or any part of it to be combined with, or become incorporated in, any other programs;
• (c) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Content nor attempt to do any such things;
• (d) to maintain adequate security measures to safeguard the Content from unauthorized copying or from access or use by any unauthorised person and to notify us in writing immediately if you become aware of any unauthorised use of the whole or any part of the Content by any person;
• (e) not to provide, or otherwise make available, the Content in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us; and
• (f) not to use the Content in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Licence.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all intellectual property rights in the Content throughout the world belong to us, that rights in the Content are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Content other than the right to use the Content in accordance with the terms of this Licence.

OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Licence or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time this Licence was made, both we and you knew it might happen. In any event our total liability to you under this clause 5.1, or for any other liability under or in connection with this Licence (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation, but subject to the specific exceptions set out in clause 5.2 and 5.3 below) shall not exceed the amount of the Licence Fee.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

We are not liable for any indirect or consequential losses. Subject to clause 5.2, we shall not be liable for any consequential, indirect or special loss, including but not limited to any loss of profit, loss of business, business interruption, or loss of business opportunity.

You agree that the limitations in this clause 5 are reasonable given each party’s respective commercial positions and your ability to obtain insurance in respect of the risks arising under or in connection with this Licence.

You acknowledge that the Content has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Content meet your requirements.

TERMINATION

This Licence shall, unless otherwise terminated as provided in this Clause 6, commence on the date set out in the Order and shall continue for the initial Licence term specified in the Order.

We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 7 days after the service of written notice requiring you to do so.

Upon termination for any reason:

• (a) all rights granted to you under this Licence shall cease;
• (b) you must cease all activities authorised by this Licence; and
• (c) you must immediately delete or remove the Content from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Content then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

HOW WE MAY USE YOUR PERSONAL INFORMATION

We will only use your personal information as set out in our Privacy Policy.

OTHER IMPORTANT TERMS

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Licence.

You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.

Each of the paragraphs of this Licence operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

If we do not insist immediately that you do anything you are required to do under this Licence, or if we delay in taking steps against you in respect of your breaking this Licence, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

Which laws apply to this contract and where you may bring legal proceedings.This Licence is governed by English law and you can bring legal proceedings in respect of the Content in the English courts.