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 Belmont Place, Belmont Road, Maidenhead, Berkshire SL6 8TB. Our VAT number is 184467965. We operate the website www.quocirca.com.
Contacting us. To contact our customer service team e-mail [firstname.lastname@example.org]. 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 (Terms) 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 site 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. You may only submit an order using the method set out on the site. 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 site (Order Confirmation), at which point and on which date (Commencement 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 Cancellation
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
5.1 Reasonable care and skill. We warrant to you that the Reports will be prepared using reasonable care and skill.
(a) 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 and conditions.
(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);
(iv) does not extend to any of your group companies, affiliates or service providers.
5.3 Clauses 5.2 and 6 will survive termination of the Contract.
6. Your obligations
6.1 Save as otherwise permitted under these terms and conditions, 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);
(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.
7.1 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 site 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. We accept the following cards:
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 may 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.
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; and
(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.
11.7 This clause 11 will survive termination of the Contract.
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.
13.1 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 the licence terms contained in clauses 5.2 and 6.1;
(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 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.
13.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
13.4 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 between us
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.
16.1 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.