Terms & Conditions
QUOCIRCA
PURCHASE TERMS AND CONDITIONS
Please note, we do not sell our Services to consumers. By ordering any Services you warrant that you are doing so in the course of your business, trade or profession and not for personal use.
1. Definitions and interpretation
1.1 In these Conditions the following definitions apply:
| Affiliate | means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; |
| Bribery Laws | means the Bribery Act 2010; |
| Business Day | means a day other than a Saturday, Sunday or bank or public holiday in England; |
| Conditions | means the Supplier’s terms and conditions of supply set out in this document; |
| Confidential Information | means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract; |
| Contract | means the agreement between the Supplier and the Client for the supply and purchase of Services incorporating these Conditions and the Order; |
| Controller | shall have the meaning given to it in applicable Data Protection Laws from time to time; |
| Client | means the person who purchases the Services from the Supplier; |
| Data Protection Laws | means, as binding on either party or the Services: (a) the GDPR; (b) the Data Protection Act 2018; (c) any laws which implement any such laws; and (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; |
| Deliverables | means the Report(s), presentation slides and any other deliverables that the Supplier produces for the Client as part of the Services; |
| Fees | has the meaning set out in clause 6.1; |
| Force Majeure | means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Client’s inability to pay or circumstances resulting in the Client’s inability to pay; |
| GDPR | means the General Data Protection Regulation, Regulation (EU) 2016/679; |
| Intellectual Property Rights |
means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case: (a) whether registered or not; |
| Order | an order placed by the Client for the provision of the Services; |
| Order Confirmation | notification from the Supplier that the Client’s order has been accepted; |
| Personal Data | shall have the meaning given to it in applicable Data Protection Laws from time to time; |
| processing | has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly); |
| Processor | shall have the meaning given to it in applicable Data Protection Laws from time to time; |
| Proposal | means the proposal issued to the Client by the Supplier setting out the details surrounding the Services; |
| Protected Data | means Personal Data received from or on behalf of the Client in connection with the performance of the Supplier’s obligations under the Contract; |
| Purpose | to use the Deliverables for the Client’s business purposes; |
| Report(s) | the supply of research reports as ordered by the Client and detailed in an Order; |
| Services | means the provision of the Deliverables, presentations, webinars or consultancy services as further detailed in an Order; |
| Supplier | means Alumen Consulting Limited (trading as Quocirca) a company registered in England with company number 06000958 whose registered office is at Belmont Place, Belmont Road, Maidenhead, Berkshire SL6 8TB. VAT number: 184467965; |
| Website | www.quocirca.com. |
1.2 In these Conditions, unless the context requires otherwise a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract.
2. Application of these conditions
2.1 These Conditions apply to and form part of the Contract between the Supplier and the Client. They supersede any previously issued terms and conditions of purchase or supply.
2.2 By placing an Order (whether as a result of a Proposal or via the Website) the Client agrees to be bound by these Conditions.
2.3 No other terms or conditions shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
2.4 No variation of these Conditions or to the Contract shall be binding unless expressly agreed in writing and executed by the Supplier.
2.5 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.
3. Placing an Order
3.1 When placing an Order directly with the Supplier, the Client will be sent a Proposal which will set out the details of the Order including payment terms. On acceptance of the Proposal the Contract between the Supplier and the Client is formed and the Client is invoiced.
Website Orders
3.2 When placing an Order via our Website, the Client must follow the onscreen prompts on the Website or contact the Supplier direct. Each Order placed on the Website is an offer by the Client to purchase the Services. The Website enables the Client to check and amend any errors before submitting the Order. The Client should check the Order carefully before submitting. The Client is responsible for ensuring that the Order is complete and accurate.
3.3 Acceptance of an Order shall take place when the Supplier issues an Order Confirmation on the Website or via email. At this point the Contract will come into existence.
3.4 If the Supplier is unable to accept an Order, the Supplier will inform the Client and will not process the Order. If the Client has already paid the Fees for the Order the Supplier will issue a refund for any amounts paid.
3.5 An Order placed via the Website cannot be cancelled and no refunds are given once delivery has occurred. Delivery occurs once the Report(s) have been either:
3.5.1 paid for and made available for download; or
3.5.2 made available for download, in the case of a free executive summary.
3.6 Only single user licences can be purchased via the Website. Please see specific terms in clause 4.2 below regarding single user licences.
4. Licence and Use of the Deliverables
4.1 All Intellectual Property Rights in the Deliverables shall belong to the Supplier.
4.2 Single User Licence
4.2.1 Upon acceptance of a single user licence, the Supplier grants to the Client one non-exclusive, non-transferable, machine-readable licence to use the Deliverables either electronically or online.
4.2.2 If the Client purchases a single user licence, only the user named on the Order may use the Deliverables.
4.2.3 The right to store, display, use or stockpile the Deliverables is restricted to only one authorised computer.
4.2.4 Additional user licences may be purchased by the Client at the Supplier’s prevailing standard list prices for single users or by the purchase of a global enterprise licence. The Client warrants that it will use appropriate controls to ensure that the licence is not breached by it or other users and agrees that any breach may cause the Supplier irreparable harm. The Client agrees that the Supplier has the right to charge additional fees for unauthorised usage in line with its standard list prices.
4.2.5 The Client is not permitted to:
(a) transmit or permit any third party to use and/or gain access to the Deliverables;
(b) resell, sub-licence, rent, lease, transfer or attempt to assign the rights in the Deliverables (in whole or in part) to any party not authorised by the Supplier; or
(c) otherwise use the Deliverables in breach of these Conditions.
4.3 Single Site Licence
4.3.1 Upon acceptance of a single site licence, the Supplier grants to the Client a non-exclusive, non-transferable, machine-readable licence to use the Deliverables either electronically or online.
4.3.2 If the Client purchases a single site licence, the Client may use the Deliverables at one single site only.
4.3.3 Additional site licences may be purchased by the Client at the Supplier’s prevailing standard list prices for single site licences or by the purchase of a global enterprise licence.
4.3.4 The Client is not permitted to:
(a) transmit or permit any third party to use and/or gain access to the Deliverables;
(b) resell, sub-licence, rent, lease, transfer or attempt to assign the rights in the Deliverables (in whole or in part) to any party not authorised by the Supplier; or
(c) otherwise use the Deliverables in breach of these Conditions.
4.4 Global Enterprise Licence
4.4.1 Upon acceptance of an Order for a global enterprise licence, the Supplier grants to the Client a non-exclusive, world-wide, perpetual, revocable, non-transferable and non-sublicensable licence to use the Deliverables solely for the Purpose and in accordance with these Conditions and the Order. The Client and the Supplier may agree specific usage rights which will be set out in the Order and shall prevail over these Conditions.
4.4.2 The licence granted in clause 4.4.1 includes the right to make such reasonable copies of the Deliverables as are necessary for the Purpose and to store, display, transfer and/or use the Deliverables only within its organisation and to the Client Affiliates.
4.4.3 If specified in the Proposal, the Client may distribute the Deliverables across its own global locations.
4.4.4 The Client acknowledges and agrees that the licence granted in clause 4.4.1 does not extend to the Client’s service providers or any other third party.
4.5 Annual Subscriptions
4.5.1 Certain products are made available for a set duration of time as an annual subscription. If the Client purchases an annual subscription, the Order will set out if the licence is a global enterprise licence or a single user/site licence.
4.6 Excerpts
4.6.1 Unless specified and/or restricted otherwise in the Proposal, if the Client purchases a global licence for an excerpt report, the Client may distribute such reports externally in accordance with the terms of these Conditions.
4.7 Research Portal
4.7.1 Where applicable, on payment of the Fees, the Client will have access to the Supplier’s research portal via its Website. In order to gain access, the Client will need to register for an account via the Website. Only the registered user may access the portal. Any other use will be deemed a breach and the Client’s access will be suspended.
4.8 The Client shall at all times comply with the Supplier’s Citation Policy which can be found https://quocirca.com/citation-policy/ and terms of use which can be found at https://quocirca.com/terms-of-use/
4.9 The Client warrants that it will use appropriate controls to ensure that the licence it is granted is not breached by it or other users and agrees that any breach may cause the Supplier irreparable harm. The Client agrees that the Supplier has the right to charge additional fees for unauthorised usage in line with its standard list prices.
5. Refunds and Cancellation
5.1 The Client cannot cancel or refund an Order after delivery of the Deliverables or the Services.
5.2 Delivery of the Deliverables occurs either:
5.2.1 on full payment of the Fees and the Deliverables being received by the Client; or
5.2.2 when received by the Client, in the case of a free executive summary.
6. Fees
6.1 The Fees shall be as detailed in the Proposal (or on the Website in respect of online Orders) or as otherwise notified to the Client by the Supplier. The Fees do not apply to free executive summaries made available by the Supplier.
6.2 The Fees are exclusive of VAT (or equivalent sales tax). The Client shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
6.3 The Supplier may increase its Fees at any time by updating its Website or notifying the Client in writing.
6.4 If the Services have been incorrectly priced, the Supplier will contact the Client by email. If the Fees charged are higher than the Fees stated on the Website, the Supplier will give the Client the option of continuing to purchase the Services at the correct price or to cancel the Order. In the event that the Client elects to cancel the Order, the Supplier will refund any Fees paid by the Client on the basis that the Client undertakes and agrees to delete and/or destroy all copies of the relevant Deliverables in its possession immediately and that all rights and licences granted by the Supplier cease immediately.
7. Payment
7.1 Payment of the Fees is in advance.
7.2 The Client shall pay all invoices by bank transfer to a bank account nominated by the Supplier.
7.3 Time of payment is of the essence. Where Fees are not paid in full by the due date:
7.3.1 the Supplier may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of the Bank of England from time to time in force, and
7.3.2 interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.
7.4 Website Orders
7.4.1 In respect of Orders made via the Website, payment will be taken upon acceptance of an Order and can be made using a debit or credit card.
7.4.2 The Supplier uses Paypal and Stripe to process payment. The Client will be automatically directed to Paypal or Stripe’s website in order to make payment which will be subject to Paypal or Stripe’s separate terms and conditions over which the Supplier has no control or responsibility.
8. Performance
8.1 Time of performance of the Services is not of the essence. The Supplier shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are approximate only.
8.2 The Supplier shall not be liable for any delay in or failure of performance caused by the Client’s failure to provide the Supplier with adequate instructions for performance or otherwise or Force Majeure.
9. Warranties
9.1 The Supplier shall provide the Services with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13.
9.2 The Client warrants that (i) it has provided the Supplier with all relevant, full and accurate information as to the Client’s business and needs; (ii) it is ordering the Services in the course of its business, trade or profession and not for personal use; and (iii) it has the full power and authority to enter into and perform its obligations under the Contract.
9.3 Except as set out in this clause 9:
9.3.1 the Supplier gives no warranties and makes no representations in relation to the Services; and
9.3.2 all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
10. Anti-bribery
10.1 For the purposes of this clause 10 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
10.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
10.2.1 all of that party’s personnel;
10.2.2 all others associated with that party; and
10.2.3 all of that party’s sub-contractors;
involved in performing the Contract so comply.
10.3 Without limitation to clause 10.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
10.4 Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 10.
11. Limitation of liability
11.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.
11.2 Subject to clause 11.5, the Supplier’s total liability shall not exceed the total Fees paid by the Client to the Supplier for the Services as at the date the liability arose.
11.3 Subject to clause 11.5, the Supplier shall not be liable for consequential, indirect or special losses.
11.4 Subject to clause 11.5, the Supplier shall not be liable for any of the following (whether direct or indirect):
11.4.1 loss of profit;
11.4.2 loss or corruption of data;
11.4.3 loss of use;
11.4.4 loss of production;
11.4.5 loss of contract;
11.4.6 loss of opportunity;
11.4.7 loss of savings, discount or rebate (whether actual or anticipated);
11.4.8 harm to reputation or loss of goodwill.
11.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
11.5.1 death or personal injury caused by negligence;
11.5.2 fraud or fraudulent misrepresentation;
11.5.3 any other losses which cannot be excluded or limited by applicable law;
11.5.4 any losses caused by wilful misconduct.
12. Confidentiality and announcements
12.1 The parties shall keep confidential all Confidential Information belonging to the other party and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
12.1.1 any information which was in the public domain at the date of the Contract;
12.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
12.1.3 any information which is independently developed by the Client without using information supplied by the Supplier; or
12.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract
except that the provisions of clauses 12.1.1 to 12.1.3 shall not apply to information to which clause 12.3 relates.
12.2 This clause shall remain in force for a period of five years from the date of the Contract and, if longer, three years after termination of the Contract.
12.3 To the extent any Confidential Information is Protected Data (as defined in clause 13) such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any of the provisions of clause 13.1.
13. Processing of personal data
13.1 The parties agree that the Client is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Client shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Client shall ensure all instructions given by it to the Supplier in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws.
13.2 The Supplier will process any Protected Data in accordance with its Privacy Policy which can be found at www.quocirca.com/privacy-policy/.
14. Force majeure
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 60 days, either party may terminate the Contract by written notice to the other party.
15. Termination
15.1 The Supplier may terminate the Contract at any time by giving notice in writing to the Client if:
15.1.1 the Client commits a material breach of Contract and such breach is not remediable;
15.1.2 the Client commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;
15.1.3 the Client is in breach of the licence terms set out in clause 4;
15.1.4 the Client has failed to pay any amount due under the Contract on the due date for payment;
15.1.5 any consent, licence or authorisation held by the Client is revoked or modified such that the Client is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled; or
15.1.6 the Client’s financial position deteriorates to such an extent that in the Supplier’s opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
15.2 The Supplier may terminate the Contract at any time by giving no less than 30 days’ written notice.
15.3 Annual Subscriptions. Each annual subscription shall commence on the date set out in the Order and continue in full force for a twelve-month period. Thereafter, each annual subscription shall renew for successive twelve-month periods. Either party may cancel the relevant annual subscription with three moths written notice to the other.
15.4 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
16. Dispute resolution
16.1 If any dispute arises between the parties out of, or in connection with, the Contract, the matter shall be referred to the contract managers of each party who shall use their reasonable endeavours to resolve it.
16.2 If the dispute is not resolved within 14 days of the referral being made under clause 16.1, the parties may refer the dispute to arbitration pursuant to the Rules of the London Court of International Arbitration. The Tribunal shall be formed of a sole arbitrator and the place of arbitration will be London.
17. Notices
17.1 Notices under this agreement will be in writing and sent to a party’s address or email address as set out in the Order. Notices may be given, and will be deemed received:
17.1.1 by first-class post: two Business Days after posting;
17.1.2 by hand: on delivery;
17.1.3 by e-mail: at 9:00 am on the next Business Day.
17.2 This clause does not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings.
18. Miscellaneous
18.1 Cumulative remedies
The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.
18.2 Further assurance
The Client shall at the request of the Supplier, and at the Client’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
18.3 Entire agreement
18.3.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
18.3.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
18.3.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
18.4 Assignment
The Client may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent.
18.5 Set off
The Client shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
18.6 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
18.7 Equitable relief
The Client recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Client acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
18.8 Severance
18.8.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
18.8.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
18.9 Waiver
18.9.1 No failure, delay or omission by the Contract in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
18.9.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
18.9.3 A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.
18.10 Compliance with law
The Client shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
18.11 Third party rights
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
18.12 Governing law and Jurisdiction
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.