Terms and Conditions for Purchase of Reports (IPMI 2015)
McGrigor Group Limited of Longhouse, St Mary Bourne, Hampshire SP11 6EF (hereafter, “McGrigor Group” “McGrigor” or “Supplier”) agrees to supply the Service (as defined below) on the Terms and Conditions set forth below. By completing the Order Form (as defined below), the contracting individual or other legal entity or party (the “Customer”), the name, contact details and address for service of notice for whom are included on the Order Form, unequivocally accepts the Terms and Conditions set forth herein.
In these Terms and Conditions, the following terms shall have the following meanings:
1.1 Authorised Users
End-users nominated by the Customer who have access to the Service via the unique URLs.
The fees and conditions of payment set out in the Order Form. Local applicable sales or state taxes (e.g. VAT in the UK) will be added to the Fee when invoiced.
Licence to access (online or otherwise) to McGrigor Group Publications.
1.4 McGrigor Group Publications
Information, reports, presentations and works created by the McGrigor Group including, but not limited to, marketing intelligence reports, and derivatives thereof, as may be published from time to time by the McGrigor Group in electronic or other format, the contents of which might relate to a variety of market sectors and territories which are, subject to these Terms and Conditions, available on the Website or from McGrigor Group directly, or as more particularly specified in the Order Form.
1.5 Our Server
The secure third party server hosting the McGrigor Group Publications which filters and controls access by Authorised Users using cookies to validate the two nominated devices allowed to access the Service.
McGrigor Group’s website (www.mcgrigorgroup.com) and other websites as may be advised by McGrigor Group from time to time.
1.7 Order Form
An order form, whether generated online, sent by email or telephone request (compiled on behalf of the Customer by the McGrigor Group), accepting these Terms and Conditions, and which specifies, inter alia, the Fees, format and level of Services to be provided.
1.8 Contract (or Agreement)
The entire agreement as between McGrigor Group and the Customer as set forth in the Order Form and these Terms and Conditions.
1.9 Group Company
Any group or associated company as defined by part VII of the Companies Act 1985.
2. Licence and Payment
2.1 Subject to these Terms and Conditions, McGrigor Group hereby grants the Customer the non-exclusive and non-transferable licence to give Authorised Users access to the Services via a secure network.
2.2 The licence granted above shall commence on the date of signing the Order Form or such other date as may be specified on the Order Form, and shall continue in perpetuity, subject to clause 9 below.
2.3 The Customer shall pay Fees to McGrigor Group, first within twenty-eight (28) days of (i) signing the Order Form or (ii) receipt of a correctly prepared invoice from Supplier, whichever is the later.
2.4 New McGrigor Group Publications on particular markets may be published from time to time (“New Publications”) which will not form part of the Service already purchased. Access to such New Publications will be at extra cost, and will only be released to Customer upon receipt of written requests from the Customer.
3. Permitted uses
3.1 The licence granted at Clause 2.1 above permits the Customer, subject to clause 4, to allow Authorised Users access to the Service via Our Server; and to display, annotate or highlight but not to download or print the McGrigor Publications
3.2. Authorised Users may, subject to Clause 4 below:-
3.2.1 for internal business purposes only view, retrieve and display, précis, summarise and analyse the information comprised in the McGrigor Publications and distribute internally within the Customer’s organisation only to employees of the Customer and save indefinitely, providing where possible that any such précis, summary or analysis of the information is clearly identified as having been derived from, but is not a faithful reproduction of, McGrigor Publications;
3.2.2 for external business purposes distil, précis, digest and analyse the information included in the McGrigor Publications solely for the purposes of endeavouring to secure new business (a “Pitch”) PROVIDED THAT, as a maximum, ONLY the lesser of two point five per cent (2.5%) of any single McGrigor Publication, and twenty-five percent (25%) of a section within any single McGrigor Publication, (such percentages to exclude indexes and contents pages) is included by way of a direct extract in any single Pitch AND PROVIDED THAT the source is clearly acknowledged. For those McGrigor Publications which are provided in a PowerPoint format, only a maximum of two (2) pages (or their contents) may be used in any single Pitch.
3.3 The Customer and Authorised Users must at all times when accessing the Service abide by McGrigor’s Conditions of Access as appearing on the Website from time to time, the terms of which are incorporated hereby and in the event of any inconsistency or conflict herewith the terms contained herein shall prevail.
4. Prohibited uses
4.1 For the avoidance of any doubt, the licence granted at Clause 2.1 above does not allow the Customer or any Authorised Users to:-
4.1.1 remove or alter McGrigor’s Conditions of Access or the copyright notices or other means of identification or disclaimers as they appear on the Services, on the Website or on any hard copies thereof except as otherwise permitted in this Agreement;
4.1.2 systematically make copies, electronic or otherwise, of multiple extracts of the information included in the Services for any purpose;
4.1.3 provide, by electronic means or otherwise, to a user (including to users within other Group Companies of the Customer which are not themselves a customer) who is not an Authorised User, any part of the information included in the Services except as set out in Clause 3 above;
4.1.4 mount or distribute any part of the McGrigor publications on any electronic network or otherwise, including without limitation the internet and the world wide web or otherwise publish, broadcast or display any such information in public, except as otherwise stated in this Agreement.
4.2 McGrigor’s explicit prior written permission must be obtained in order to:-
4.2.1 distribute any information included in the Service to anyone other than Authorised Users;
4.2.2 publish, distribute or make available any information included in the Service, works based on any information included in the Service or works which combine such information with any other material, other than as expressly permitted in these Terms and Conditions; and/or
4.2.3 alter, abridge, adapt or modify any information included in the Service, except to the extent necessary to make it perceptible on a computer screen or as otherwise permitted in these Terms and Conditions to Authorised Users. For the avoidance of doubt, no alteration of the words or their order is permitted, except as permitted under Clause 3.
4.3 The creation and/or operation by the Customer (or assisting in any way in the creation and/or operation) of services competitive or potentially competitive, to those supplied by McGrigor Group under this Licence using the Service, the McGrigor Publications or any information contained in them is prohibited.
5. Undertakings, Warranties and Complaints
5.1 McGrigor Group shall indemnify and hold the Customer harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any third party legal action taken against the Customer claiming actual or alleged infringement of copyright or other proprietary or other intellectual property rights. This indemnity shall not apply if the Customer has failed to pay the Fees, amended the information comprised in the Services in a manner inconsistent with the original information or if the Customer has otherwise materially breached these Terms and Conditions.
5.2 Subject to the format of the Service to be provided by McGrigor Group as stipulated on the Order Form, McGrigor Group shall make the Service available to the Customer and to Authorised Users in restricted PDF format only viewable over the internet on our servers via the supplied URL restricted to authorised users by cookies validating the devices. Each Authorised User can view on up to two devices.
5.3 Customer hereby acknowledges that McGrigor’s future publishing schedules are subject to modification from time to time, in common with standard industry practice.
5.4.1 The Customer agrees that the Service are provided “as is”; McGrigor Group makes no representation or warranty with respect to the accuracy, completeness, or up to date nature of the information included in the Service; and McGrigor Group specifically disclaims any other warranty, express or implied or statutory, including any warranty of merchantability or fitness for a particular purpose. McGrigor Group shall not be liable on account of any such errors, omissions, delays, or losses. The Customer agrees that in no event will McGrigor Group be liable for the results of the Customer’s use of the Service, the Customer’s inability or failure to conduct its business, or for indirect, special, consequential, or exemplary damages (even if advised of the possibility of such damages) arising from the use of or inability to use the Service or any other provision of this Agreement, such as, but not limited to, loss of revenue, anticipated profits or business, or the cost of procuring substitute services. In the event any law regarding exclusion or limitation of warranties or damages may limit the applicability of the above limitations, the total aggregate liability of McGrigor Group for any claims, losses or damages shall not exceed the Fees paid by the Customer and received by the McGrigor Group.
5.4.2 The Customer shall notify McGrigor Group in writing immediately and confidentially at any time the Customer believes it may have discovered a potential or actual error(s) in any of the information included in the Service. Upon receipt of any such written notice from the Customer, McGrigor Group will use all reasonable efforts to (i) investigate any such potential or actual error(s), and (ii) if necessary, rectify and correct any such error(s) so discovered.
6 Intellectual Property & Confidentiality
6.1 The Customer hereby acknowledges McGrigor’s ownership of any intellectual property rights (including all patents, trademarks, copyrights, database rights, confidential information, licences whether implied or express, trade secrets and knowhow) that exist, arise or are utilised by McGrigor Group in connection with the provision of the Service (the “Intellectual Property Rights”).
6.2 In order to safeguard such Intellectual Property Rights, the Customer shall:-
6.2.1 ensure that all Authorised Users are appropriately notified of the importance of respecting the Intellectual Property Rights and abiding by the contents of this Agreement and the Conditions of Access as the latter may appear on the Website from time to time;
6.2.3 to the extent practicable, monitor compliance with these Terms and Conditions and McGrigor’s Conditions of Access, and immediately on becoming aware of any unauthorised use of the Service or other breach, inform McGrigor Group in writing and take all appropriate steps to ensure that such activity ceases and to prevent any recurrence; and/or
6.2.4 generally, to ensure that only Authorised Users are permitted access to the Service;
6.3 The Customer acknowledges and agrees that the Intellectual Property Rights and contents of the McGrigor Publications are confidential (the “Confidential Information”) and agrees and undertakes not to disclose the Confidential Information to third parties other than as permitted herein.
6.4 Each party shall safeguard the proprietary rights of the other party. In particular, each party acknowledges that, other than McGrigor’s Conditions of Access, these Terms and Conditions, including the information on the Order Form including price, are hereby deemed to also be Confidential Information.
6.5 McGrigor Group reserves the right to include Customer’s name as a Customer in its sales and marketing literature, but shall not use such fact to imply that Customer in any way endorses the Services in particular or McGrigor Group in general.
7.1 The Contract and the rights granted under these Terms and Conditions may not be assigned by either party to any other person or organisation without the prior written consent of the other party, which consent shall not unreasonably be withheld. For the avoidance of doubt, the Customer shall have no right to sub-licence any of its rights granted hereunder. If rights in all or any part of the Service are assigned to another publisher/supplier, McGrigor Group shall obtain written undertakings to ensure that the terms and conditions of these Terms and Conditions are maintained.
7.2 Variations to these Terms and Conditions are only valid and binding if they are recorded in writing and signed by both parties, except that it is agreed that the terms of this Agreement shall in all cases take precedence and override those contained in any purchase order(s) relating to this Agreement, whether issued by Customer prior to, contemporaneously or subsequent to the signing of the Order Form, even where the purchase order is signed by Supplier.
7.3 Any notices to be served on either of the parties by the other shall unless otherwise specified herein be sent by prepaid recorded delivery or registered post to the McGrigor Group’s address as set out in these Terms and Conditions and that identified on the Order Form in the case of the Customer, or to such other address as notified by either party to the other as its address for the service of notices, and all such notices sent by email or facsimile shall be deemed received upon proof of confirmation of receipt, and if mailed shall be deemed to have been received within two (2) days of posting.
7.4 Neither party shall be liable in any way for failure or delay in performing its obligations under these Terms and Conditions if the failure or delay is due to causes outside the reasonable control of the party in default.
7.5 The failure of any party to enforce any provision on any one occasion shall not affect its right to enforce another provision or the same provision on another occasion.
7.6 The Customer`s only remedy in respect of a breach of the terms of this Agreement is in damages.
7.7 In the event that any provision of the Contract is held to be invalid, the remainder of the provisions shall continue in full force and effect. The Contract shall be governed by and construed according to the laws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts.
9 Refund Policy
9.1 Given the nature of our product, we regret that refunds are not available after the sale of the Service or the McGrigor Publications. We advise the Customer to carefully review the prospectus, contents page and table of figures before committing to purchase. Customers are reminded that Authorised Users may only access the Service using a live Internet connection. The McGrigor Publications are neither downloadable nor printable. Each Authorised User is entitled to use the Service on up to two specified devices. We will provide each Authorised User with a single unique URL with which to access the Service.
10.1 In the event that the Authorised User breaches any part of the contract McGrigor Group reserves the right to revoke access to the Service without any obligation to reimburse the original purchase.