Terms & Conditions

Your attention is particularly drawn to the provisions of clause 11 (Limitation of liability).

1. ABOUT US

1.1  Company details. Alumen Consulting Limited (company number 06000958), trading as
Quocirca is a company registered in England and Wales and our registered office is
at Ground Floor, Arena Court, Crown Lane, Maidenhead, SL6 8QZ. Our VAT number is
184467965. We operate the website www.quocirca.com (Website).
1.2 Contacting us. To contact our customer service team e-mail enquiry@quocirca.com.
1.3 Notice. How to give us formal notice of any matter under the Contract is set out in clause 15.

2. OUR CONTRACT WITH YOU

2.1  Our contract. These terms and conditions apply to the order by you and supply of Quocirca
reports (Reports) by us to you (Contract). They apply to the exclusion of any other terms
that you seek to impose or incorporate, or which are implied by trade, custom, practice or
course of dealing.
2.2  No consumers. We do not sell our Reports to consumers. By ordering any reports from our
Website you warrant, represent and undertake that you are doing so in the course of your
business, trade or profession and not for personal use.
2.3  Entire agreement. The Contract is the entire agreement between you and us in relation to
its subject matter. You acknowledge that you have not relied on any statement, promise or
representation or assurance or warranty that is not set out in the Contract.
2.4  Language. These terms and the Contract are made only in the English language.
2.5  Your copy. You should print a copy of these terms for future reference.

3. PLACING AN ORDER AND ITS ACCEPTANCE

3.1  Placing your order. Please follow the onscreen prompts to place an order for a Report. You
may only submit an order using the method set out on the Website. Each order is an offer by
you to buy the Reports specified in the order subject to these terms.
3.2  Correcting input errors. Our order process allows you to check and amend any errors before
submitting your order to us. Please check the order carefully before confirming it. You are
responsible for ensuring that your order is complete and accurate.
3.3  Accepting your order. Our acceptance of your order takes place when we notify you as such
on our Website (Order Confirmation), at which point and on which date the Contract
between you and us will come into existence. The Contract will relate only to those Reports
confirmed in the Order Confirmation.
3.4  If we cannot accept your order. If we are unable to supply you with the Reports for any
reason, we will inform you and we will not process your order. If you have already paid for
the Reports, we will refund you the full amount.

4. NO REFUNDS OR CANCELLATIONS

4.1 You cannot cancel and we do not offer refunds once delivery has occurred under our
Contract. Delivery has occurred once the Report(s) have been either:

(a) paid for and made available for download; or
(b) made available for download, in the case of a free executive summary.

5. OUR REPORTS/LICENCE

5.1  Reasonable care and skill. We warrant to you that the Reports will be prepared using
reasonable care and skill.
5.2  Licence.
Our Website details the different options for purchase.
5.3 Global Enterprise Licence

(a) Upon acceptance of an order for a global enterprise licence, we grant you a non-
exclusive, world-wide, perpetual, revocable, non-transferable and non-sublicensable licence
to download and use the Report(s) solely for your own internal business purposes (Purpose)
and in accordance with these terms. You may not distribute or display an electronic or paper
copy of the Report(s) to any third party who is not an employee or other personnel of your
organisation.
(b) This licence:

(i) includes the right to make such reasonable copies of the Report(s) as are necessary for
the Purpose;
(ii) does not permit the creation of further electronic copies of the PDF version of the
Report(s) and requires that the original electronic copy must remain on one computer (not a
corporate server); and
(iii) does not extend to any of your group companies, affiliates or service providers.

5.4 Single User Licence

(a) If you purchase a single user licence, only the user named on the order as the
customer may use the product.
(b) Upon acceptance of a single user licence, we grant one non-exclusive, non-
transferable, machine-readable licence for the Report either electronically or online.
(c) The right to store, display, use or stockpile the Report is restricted to only one
authorised computer.
(d) Additional user licenses may be purchased by you at our prevailing standard list
prices for single users or by the purchase of a global license. You warrant that you will use
appropriate controls to ensure that the licence is not breached by you or other users and
agree that any breach may cause us irreparable harm. You agree we have the right to charge
additional fees for unauthorised usage in line with our standard list prices. This clause
survives termination of the Contract.
(e) You are not permitted to:

(i) transmit or permit any third party to use and/or gain access to the Report;
(ii) resell, sub-licence, rent, lease, transfer or attempt to assign the rights in the Report (in
whole or in part) to any party not authorised by us; or
(iii) otherwise use the Report in breach of these terms.

5.5 Annual Subscriptions
Certain products are made available for a set duration of time as an annual subscription. If
you purchase an annual subscription, the order will set out if the licence is a global
enterprise licence or a single user licence.
5.6 Research Portal. On payment of the Charges, you will have access to our research portal via
our website. In order to gain access, you 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 of
these terms and your access will be suspended.

6. YOUR OBLIGATIONS

6.1 Save as otherwise permitted under these terms, you shall not:

(a) sell, rent, lease, sub-licence, transfer, commercially exploit or otherwise make available
to a third party, the Reports (or any part thereof);
(b) reproduce, extract, republish, display, disclose, transmit or distribute the Reports (or any
part thereof);
(c) translate, merge, adapt, vary or modify the Reports (or any part thereof); or
(d) remove, obscure or alter any proprietary notices associated with the Reports.

6.2 It is your responsibility to ensure that:

(a) the terms of your order are complete and accurate;
(b) you co-operate with us in all matters relating to the Reports;
(c) you comply with all applicable laws;
(d) you provide us with such information and materials we may reasonably require in order
to supply the Reports, and ensure that such information is complete and accurate in all
material respects;

6.3 You warrant that you have full power and authority to enter into and perform your
obligations under this Contract.

7. CHARGES

7.1 In consideration of us providing the Reports you must pay our charges (Charges) in
accordance with this clause 7. This does not apply where we make available a free executive
summary for download.
7.2 The Charges are the prices quoted on our Website at the time you submit your order.
7.3 We take all reasonable care to ensure that the prices stated for the Reports are correct at
the time when the relevant information was entered into the system. However, please see
clause 7.5 for what happens if we discover an error in the price of the Reports you ordered.
7.4 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the
Reports you must pay us such additional amounts in respect of VAT, at the applicable rate,
at the same time as you pay the Charges.
7.5 It is always possible that, despite our reasonable efforts, some of the Reports on our site
may be incorrectly priced. If the correct price for the Reports is higher than the price stated
on our site, we will contact you by email as soon as possible to inform you of this error and
we will give you the option of continuing to purchase the Reports at the correct price or
cancelling your order. If you elect to cancel the order then we will refund any sums you have
paid on the basis that you undertake and agree to delete and/or destroy all copies of the
relevant Reports in your possession immediately and that all rights and licences granted by
us thereto are revoked.

8. HOW TO PAY

8.1 Payment for the Reports is in advance. We will take your payment upon acceptance of your
order.
8.2 You can pay for the Reports using a debit card or credit card.
8.3 We use PayPal and Stripe to process the payment of Charges on our site. You will be
automatically directed to PayPal and Stripe’s website in order to make payment which will
be subject to PayPal and Stripe’s separate terms and conditions over which we have no
control or responsibility.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 All intellectual property rights in or arising out of or in connection with the Reports will be
owned by us.
10. HOW WE USE YOUR PERSONAL INFORMATION
10.1 We will use any personal information you provide to us to:

(a) provide the Reports;
(b) process your payment for the Reports which will include sending your personal
information to PayPal and Stripe; and
(c) inform you about similar products, services or Reports that we provide, but you may stop
receiving these at any time by contacting us.

10.2 Further details of how we will process personal information are set out in our privacy policy.

11. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

11.1 Nothing in the Contract limits or excludes our liability for:

(a) death or personal injury caused by our negligence, or the negligence of our employees,
agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982
(title and quiet possession) or any other liability which cannot be limited or excluded by
applicable law.

11.2 Subject to clause 11.1, we will not be liable to you, whether in contract, tort (including
negligence), for breach of statutory duty, or otherwise, arising under or in connection with
the Contract for:

(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill; or
(f) any indirect or consequential loss.

11.3 Subject to clause 11.1 while we use reasonable endeavours to ensure the reliability and
accuracy of information and data provided in our Reports, you acknowledge that it is the
nature of market research publications that the content is based on data, information and
opinions of third parties the accuracy of which cannot always be determined. Accordingly,
we are not responsible or liable for any inaccuracy, incompleteness or other errors in
information provided to us and where the information or analysis in the Reports represents
opinion based on research then such information should not be interpreted as statements of
fact and cannot be guaranteed.
11.4 Subject to clause 11.1, our total liability to you arising under or in connection with the
Contract, whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, will be limited to 100% of the total Charges paid under the Contract.
11.5 Except as expressly stated in these terms, we do not give any representations, warranties or
undertakings in relation to the Reports. Any representation, condition or warranty which
might be implied or incorporated into these terms by statute, including without limitation
the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, by
common law or otherwise are, to the fullest extent permitted by law, excluded from the
Contract.
11.6 Nothing in these terms limits or affects the exclusions and limitations set out in our Terms of
Use.
11.7 This clause 11 will survive termination of the Contract.

12. CONFIDENTIALITY

12.1 We each undertake that we will not at any time disclose to any person any confidential
information concerning one another’s business, affairs, customers, clients or suppliers,
except as permitted by clause 12.2.
12.2 We each may disclose the other’s confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers
who need to know such information for the purposes of carrying out our respective
obligations under the Contract. We will each ensure that such employees, officers,
representatives, subcontractors or advisers comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.

12.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our
respective obligations under the Contract.

13. TERMINATION

13.1 Without limiting any of our other rights, we may terminate the Contract with immediate
effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is
remediable) fail to remedy that breach within 14 days of you being notified in writing to do
so;
(b) you commit any breach of clauses 5 and 6;
(c) you fail to pay any amount due under the Contract on the due date for payment;
(d) you take any step or action in connection with you entering administration, provisional
liquidation or any composition or arrangement with your creditors (other than in relation to
a solvent restructuring), being wound up (whether voluntarily or by order of the court,
unless for the purpose of a solvent restructuring), having a receiver appointed to any of your
assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction,
in connection with any analogous procedure in the relevant jurisdiction;
(e) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a
substantial part of your business; or
(f) your financial position deteriorates to such an extent that in our opinion your capability
to adequately fulfil your obligations under the Contract has been placed in jeopardy.

13.2 Annual Subscriptions. Each annual subscription shall commence on the date set out in the
Order Confirmation and continue in full force for a twelve-month period. Thereafter, each
annual subscription shall renew for successive twelve-month periods. Either of us may
cancel the relevant annual subscription with three moths written notice to the other.
13.3 On termination of the Contract:

(a) You must delete and/or destroy all copies of the relevant Reports in your possession
immediately; and
(b) all rights and licences granted by us under this Contract are revoked.

13.4 Termination of the Contract will not affect your or our rights and remedies that have
accrued as at termination.
13.5 Any provision of the Contract that expressly or by implication is intended to come into or
continue in force on or after termination will remain in full force and effect.

14. EVENTS OUTSIDE OUR CONTROL

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of,
any of our obligations under the Contract that is caused by any act or event beyond our
reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations
under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of
our obligations will be extended for the duration of the Event Outside Our Control. We will
arrange a new date for performance with you after the Event Outside Our Control is over.

14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued
for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the
price you have paid, less the charges reasonably and actually incurred us by in performing
the Reports up to the date of the occurrence of the Event Outside Our Control.

15. COMMUNICATIONS

15.1 When we refer to “in writing” in these terms, this includes email.
15.2 Any notice or other communication given by one of us to the other under or in connection
with the Contract must be in writing and be delivered personally, sent by pre-paid first class
post or other next working day delivery service, or email.
15.3 A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am
on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.

15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that
such letter was properly addressed, stamped and placed in the post and, in the case of an
email, that such email was sent to the specified email address of the addressee.
15.5 The provisions of this clause will not apply to the service of any proceedings or other
documents in any legal action.

16. GENERAL

16.1  Assignment and transfer.

(a) We may assign or transfer our rights and obligations under the Contract to another
entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to
another person if we agree in writing.

16.2  Variation. Any variation of the Contract only has effect if it is in writing and signed by you
and us (or our respective authorised representatives).
16.3  Waiver. If we do not insist that you perform any of your obligations under the Contract, or if
we do not enforce our rights against you, or if we delay in doing so, that will not mean that
we have waived our rights against you or that you do not have to comply with those
obligations. If we do waive any rights, we will only do so in writing, and that will not mean
that we will automatically waive any right related to any later default by you.
16.4  Severance. Each paragraph of these terms operates separately. If any court or relevant
authority decides that any of them is unlawful or unenforceable, the remaining paragraphs
will remain in full force and effect.
16.5  Third party rights. The Contract is between you and us. No other person has any rights to
enforce any of its terms.
16.6  Governing law and jurisdiction. The Contract is governed by English law and we each
irrevocably agree to submit all disputes arising out of or in connection with the Contract to
the exclusive jurisdiction of the English courts.

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