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; |
| Client | means the person who purchases the Services from the Supplier; |
| 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; |
| Controls | means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and ‘Controlled’ shall be construed accordingly; |
| 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; |
| Custom Deliverables | means any research, report, presentation or other services requested by the Client for their sole use and as detailed in a Proposal but excluding Deliverables as defined herein; |
| 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), articles, infographics, presentation slides and any other deliverables that the Supplier produces for the Client as part of the Services. For the avoidance of doubt, “Deliverables” excludes white papers which are considered “Custom Deliverables”; |
| 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 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; |
| Podcast(s) | a digital audio or video file or series of files made available for streaming or download via the internet. Podcasts are typically episodic, featuring regular or occasional updates and covering a range of topics, which may include, but are not limited to, news, interviews, educational content and commentary; |
| 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 Services to be provided; |
| 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; |
| Purchase Order | an order placed by the Client for the provision of the Services; |
| Report(s) | the supply of research reports as ordered by the Client and detailed in a Proposal or Purchase Order; |
| Services | means the provision of the Deliverables, Custom Deliverables, presentations, Podcasts, Webinars, consultancy services as outlined in a Proposal or Purchase Order or any other services as set out in a Proposal or Purchase Order from time to time; |
| Supplier | means Alumen Consulting Limited (trading as Quocirca) a company registered in England with company number 06000958 whose registered office is at C/O Craufurd Hale Group Ground Floor, Arena Court, Crown Lane, Maidenhead, United Kingdom, SL6 8QZ. VAT number: 184467965; |
| Webinars | means a live or recorded online seminar, presentation, workshop or interactive event conducted over the internet, typically allowing real-time or on-demand content. Webinars may include presentations, demonstrations, discussions and Q&A sessions and may involve one or multiple presenters. |
| Website | www.quocirca.com. or store.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 a Purchase 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 a Purchase Order directly with the Supplier, the Client will be sent a Proposal which will set out the details of the Purchase 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 a Purchase Order via our Website, the Client must follow the onscreen prompts on the Website or contact the Supplier direct. Each Purchase 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 Purchase Order. The Client should check the Purchase Order carefully before submitting. The Client is responsible for ensuring that the Purchase Order is complete and accurate.
3.3 Acceptance of a Purchase 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 a Purchase Order, the Supplier will inform the Client and will not process the Purchase Order. If the Client has already paid the Fees for the Purchase Order the Supplier will issue a refund for any amounts paid.
3.5 A Purchase Order placed via the Website cannot be cancelled and no refunds are given once delivery has occurred. Delivery occurs once the Deliverables have been either:
3.5.1 paid for and made available for download; or
3.5.2 in the case of a free executive summary, made available for download,
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. The Client may purchase different licences which will be indicated in the Proposal or the Purchase Order and as further described in this clause 4.
4.2 Single User Licence
4.2.1 A Single User Licence is a licence permitting the Client only one licence to use the Deliverables.
4.2.2 Upon acceptance of a Single User Licence, the Supplier grants to the Client one non-exclusive, non-exclusive, non-transferable, machine-readable licence to use the Deliverables either electronically or online.
4.2.3 If the Client purchases a Single User Licence, only the user named on the Proposal or the Purchase Order may use the Deliverables.
4.2.4 The right to store, display, use or stockpile the Deliverables is restricted to only one authorised computer.
4.2.5 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 an 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.
4.2.6 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 an 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 Enterprise Licence
4.4.1 Upon acceptance of the Proposal for an enterprise licence, the Supplier grants to the Client a non-exclusive, world-wide, non-perpetual, revocable, non-transferable and non-sublicensable licence to use the Deliverables solely for the Client’s business purposes and in accordance with these Conditions and the Proposal. The Client and the Supplier may agree specific usage rights which will be set out in the Proposal and shall prevail over these Conditions including the territory within which the Client can share the Deliverables.
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 Client’s business purposes and to store, display, transfer and/or use the Deliverables only within its organisation and to share with the Client Affiliates.
4.4.3 The Client may distribute the Deliverables in the territory set out in the Proposal.
4.4.4 The Client acknowledges and agrees that, except as otherwise set out in these Conditions, the licence granted in clause 4.4.1 does not extend to the Client’s service providers or any other third party.
4.4.5 The Client acknowledges and agrees that the licence granted under clause 4.4.1 is for a period of 12 months from the date of purchase. Thereafter, the licence will expire and the Client agrees to, and to ensure that its Affiliates, remove all copies of the Deliverables from its website and delete any copies within its possession or control.
4.5 Subscriptions
4.5.1 Certain products are made available for a set duration of time as a subscription. If the Client purchases a subscription, the Proposal will set out the duration of the licence and if the licence is an enterprise licence or a single user/site licence.
4.5.2 If the Client has taken an enterprise licence on a subscription basis, the Client acknowledges and agrees that the licence granted is for the subscription period only. Thereafter, the licence will expire and the Client agrees to remove all copies of the Deliverables from its website and delete any copies within its possession or control.
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. 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 at 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. Custom Deliverables
5.1 Where the Client purchases Custom Deliverables, the Supplier agrees to supply the Custom Deliverables as specified in the Proposal to the Client in accordance with these Conditions.
5.2 All Custom Deliverables are custom and made to order based on the specification provided by the Client. The Client is responsible for ensuring the accuracy of all details in the Proposal.
5.3 The Proposal will be considered accepted when signed by the Supplier. No work will commence until the Supplier has accepted the Proposal.
5.4 Once the Proposal is accepted, any changes to the scope of work, specification or deadlines must be agreed upon in writing by both parties and may result in changes to the Fees or timelines.
5.5 The Supplier will use reasonable endeavours to meet any agreed timelines for the delivery of the Custom Deliverables. However, the Supplier is not responsible for delays caused by the Client’s failure to provide required information or approvals in a timely manner.
5.6 Any delivery dates are estimates and not guarantees unless explicitly agreed in writing as a fixed deadline.
5.7 The Client must provide all information, specifications and approvals necessary for the Supplier to complete the Custom Deliverables.
5.8 Any delay or failure by the Client to provide the required information or approvals may result in delays to the delivery of the Custom Deliverables and the Supplier will not be liable for such delays.
Acceptance of Custom Deliverables
5.9 Upon delivery of the Custom Deliverables, the Client shall have a period of 14 days (“Acceptance Period”) to inspect the Custom Deliverables to ensure they conform to the Proposal.
5.10 If the Custom Deliverables meet the agreed-upon specifications, the Client shall provide written confirmation of acceptance to the Supplier within the Acceptance Period.
5.11 If the Client, acting reasonably, identifies any material failure of the Custom Deliverables to meet the agreed specification in the Proposal during the Acceptance Period, the Client must notify the Supplier in writing, specifying details of such failures (“Rejection Notice”).
5.12 If the Client fails to provide written acceptance or a Rejection Notice within the Acceptance Period, the Custom Deliverables shall be deemed accepted.
Correction of Defects
5.13 If the Client provides a Rejection Notice within the Acceptance Period, the Supplier shall, at its own expense, correct or replace any material failures within a reasonable timeframe. Once corrected, the acceptance process as described above will restart.
Final Acceptance
5.14 Final acceptance shall occur when:
5.14.1 the Client provides written confirmation of acceptance following the correction of the Custom Deliverables; or
5.14.2 the Custom Deliverables are deemed accepted as provided in clause 5.12 above.
5.15 Acceptance of the Custom Deliverables by the Client shall constitute acknowledgement that the Supplier has fully performed its obligations under the Contract regarding those Custom Deliverables and the Client waives any further claims related to the conformance of the Custom Deliverables.
6. Podcasts
6.1 Either as part of an annual subscription or as a discrete Custom Deliverable, the Supplier records Podcasts covering key industry topics for its clients.
6.2 Where the Podcasts are part of the Client’s subscription service, the Supplier will agree the scheduling, and other commercials, associated with the Podcasts within the Client’s subscription period.
6.3 Podcasts that are part of a subscription, that are not recorded during the subscription period, cannot be carried over to a subsequent subscription period unless the failure to record the Podcasts is caused by the Supplier.
6.4 Once the Podcasts are recorded and approved by the participating company, the Podcasts are made available to the market via the Supplier’s YouTube channel. The Client shall have the right to use the link to the Podcasts on its website and in any promotional material for a period of 12 months from the date the Podcasts are first made available on YouTube.
6.5 On expiry of the 12-month period, the Client must remove all copies of the Podcasts from its website and cease to reference the Podcasts on the YouTube channel.
6.6 The Supplier retains full editorial control over the Podcasts and the Client must only use the versions provided by the Supplier. No editing of any of the versions is permitted including any excerpts, if provided.
7. Webinars
7.1 Webinars provide a presentation delivered by the Supplier to the Client’s specific agenda utilising a third-party platform. The Webinar is recorded and can be subsequently used by the Client.
7.2 Webinars are either included in the Client’s subscription or part of a Custom Deliverable.
7.3 Webinars that are sold (or included in a subscription) as being for an “internal audience” may only be made available by the Client during and after the recording to employees of the Client organisation. Access to the recording must be restricted to the Client’s intranet.
7.4 All content of the Webinars if for informational purposes only. Unauthorised distribution, reproduction or sharing of content is prohibited, except as set out in these Conditions, without the prior written consent of the Supplier.
7.5 Webinars that are sold and delivered as being for an external audience may be distributed, in their entirety, to an external audience. The Client acknowledges and agrees that any referencing or promotion of the Webinar recording must adhere to the Supplier’s Citation Policy available at https://quocirca.com/citation-policy/
7.6 Webinars of any type only have a license term of 12 months from the date of recording and at the end of this period, they must be removed from any platforms they reside on and any links to the recording also removed.
8. Refunds and Cancellation
8.1 The Client cannot cancel or refund a Proposal or Purchase Order after delivery of the Deliverables, the Services or acceptance of the Custom Deliverables.
8.2 In the event that the Client cancels a Proposal or Purchase Order prior to delivery of the Deliverables or acceptance of the Custom Deliverables, it shall be liable to the Supplier for all internal and external costs incurred up to the date of cancellation including, without limitation, all costs incurred in commissioning third-party research and any lost profits incurred by the Supplier.
9. Fees and Expenses
9.1 The fees for the Services shall be as detailed in the Proposal (or on the Website in respect of online Purchase Orders) or as otherwise notified to the Client by the Supplier (“Fees”). The Fees do not apply to free executive summaries made available by the Supplier.
9.2 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.
9.3 Except where Fees are fixed in a Proposal or Purchase Order, the Supplier may increase its Fees at any time by updating its Website or notifying the Client in writing.
9.4 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 Purchase Order. In the event that the Client elects to cancel the Purchase 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.
9.5 The Client shall pay to the Supplier, on demand, all of the Supplier’s reasonable costs and expenses reasonably incurred by the Supplier in connection with the supply of the Services provided such expenses are approved by the Client in advance.
10. Payment
10.1 Payment of the Fees shall be as set out in the Proposal or a Purchase Order.
10.2 The Client shall pay all invoices by bank transfer to a bank account nominated by the Supplier.
10.3 Time of payment is of the essence. Where Fees are not paid in full by the due date:
10.3.1 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
10.3.2 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.
10.4 Website Orders
10.4.1 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.
10.4.2 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.
10.5 The Client agrees to reimburse the Supplier for all reasonable and pre-approved expenses incurred by the Supplier in connection with the performance of the Services or delivery of the Deliverables/Custom Deliverables under the Contract.
11. Performance
11.1 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.
11.2 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.
12. Warranties
12.1 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.
12.2 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.
12.3 Except as set out in this clause 12:
12.3.1 the Supplier gives no warranties and makes no representations in relation to the Services; and
12.3.2 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.
13. Anti-bribery
13.1 For the purposes of this clause 13 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
13.2 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:
13.2.1 all of that party’s personnel;
13.2.2 all others associated with that party; and
13.2.3 all of that party’s sub-contractors;
involved in performing the Contract so comply.
13.3 Without limitation to clause 13.2, 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.
13.4 Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 13.
14. Limitation of liability
14.1 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 14.
14.2 Subject to clause 14.5, 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.
14.3 Subject to clause 14.5, the Supplier shall not be liable for consequential, indirect or special losses.
14.4 Subject to clause 14.5, the Supplier shall not be liable for any of the following (whether direct or indirect):
14.4.1 loss of profit;
14.4.2 loss or corruption of data;
14.4.3 loss of use;
14.4.4 loss of production;
14.4.5 loss of contract;
14.4.6 loss of opportunity;
14.4.7 loss of savings, discount or rebate (whether actual or anticipated);
14.4.8 harm to reputation or loss of goodwill.
14.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
14.5.1 death or personal injury caused by negligence;
14.5.2 fraud or fraudulent misrepresentation;
14.5.3 any other losses which cannot be excluded or limited by applicable law;
14.5.4 any losses caused by wilful misconduct.
15. Confidentiality and announcements
15.1 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:
15.1.1 any information which was in the public domain at the date of the Contract;
15.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
15.1.3 any information which is independently developed by the Client without using information supplied by the Supplier; or
15.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract
except that the provisions of clauses 15.1.1 to 15.1.3 shall not apply to information to which clause 15.3 relates.
15.2 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.
15.3 To the extent any Confidential Information is Protected Data (as defined in clause 16) 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 16.1.
16. Processing of personal data
16.1 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.
16.2 The Supplier will process any Protected Data in accordance with its Privacy Policy which can be found at www.quocirca.com/privacy-policy/.
17. 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.
18. Termination/Cancellation
18.1 The Supplier may terminate the Contract at any time by giving notice in writing to the Client if:
18.1.1 the Client commits a material breach of Contract and such breach is not remediable;
18.1.2 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;
18.1.3 the Client is in breach of the licence terms set out in clause 4;
18.1.4 the Client has failed to pay any amount due under the Contract on the due date for payment;
18.1.5 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
18.1.6 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.
18.2 The Supplier may terminate the Contract at any time by giving no less than 30 days’ written notice.
18.3 Subscriptions. Each annual subscription shall commence on the date set out in the Proposal or Purchase 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.
18.4 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.
19. Dispute resolution
19.1 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.
19.2 If the dispute is not resolved within 14 days of the referral being made under clause 19.1, 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.
20. Notices
20.1 Notices under this agreement will be in writing and sent to a party’s address or email address as set out in the Proposal or Purchase Order. Notices may be given, and will be deemed received:
20.1.1 by first-class post: two Business Days after posting;
20.1.2 by hand: on delivery;
20.1.3 by e-mail: at 9:00 am on the next Business Day.
20.2 This clause does not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings.
21. Miscellaneous
21.1 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.
21.2 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.
21.3 Entire agreement
21.3.1 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.
21.3.2 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.
21.3.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
21.4 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.
21.5 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.
21.6 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.
21.7 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.
21.8 Severance
21.8.1 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.
21.8.2 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.
21.9 Waiver
21.9.1 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.
21.9.2 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.
21.9.3 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.
21.10 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.
21.11 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.
21.12 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.