GBI Research is a subsidiary of GlobalData Ltd ("Holding Company"), a company registered
in England with the company number 05968121 and registered office at John Carpenter
House, John Carpenter Street, London, EC4Y 0AN, United Kingdom. These terms and
conditions and the Order Form comprise the agreement pursuant to which Company provides
the Product (defined below) to you ("Agreement"). "We", "us", "our" or "GBI Research"
refers to Company. "You" or "your" refers to the person who (or on whose behalf)
an Order is placed and includes your legal successors and permitted assigns.
Order Forms: Order forms and confirmed online orders (either payable by credit card
or invoice) shall only be binding when accepted by us. You shall not cancel or amend
an order form or online order unless we have given our prior written consent. We
shall assume that any person who places an online order or compeltes an order form
on your behalf can bind you legally.
Ownership: The legal and beneficial interest in all copyrights, patents, trade marks,
service marks, design rights (whether registered or unregistered), database rights,
proprietary information rights and all other proprietary rights as may exist anywhere
in the world together with applications associated with any such rights ("Intellectual
Property Rights") relating to the Product belong to us, the holding company, or
our licensors, as the case may be, at all times. You obtain no ownership rights
in the Product or any of the Intellectual Property Rights pursuant to or arising
out of this Agreement.
Grant of License: We grant you a non exclusive, non transferable license to use
the products described in the order form or Report Store ("Product"). You warrant
that you shall only use the Product for your business purposes in accordance with
this agreement and shall not, without our prior written consent, make available,
copy, reproduce, retransmit, disseminate, sell, license, distribute, publish, broadcast
or otherwise circulate the Product (or any part of it) to any person other than
in accordance with these terms and conditions. You further warrant that you shall
comply with all applicable laws and regulations and shall not knowingly use the
Product for any improper or unlawful purposes.
License: Unless stated otherwise on the order form or specified via the online Report
Store, the Product is licensed to you on a single user basis. Only the user named
on the order form as the customer may use the product as outlined in this agreement.
Additional user licenses may be purchased by you at our prevailing standard list
prices for single users or by the purchase of a site wide or enterprise wide license.
You warrant that you will use appropriate controls to ensure that the license is
not breached by you or by other users and agree that any breach may cause us irrepreable
harm. You agree we have the right to charge additional fees for unauthorized usage
in line with our standard list prices. This clause survives termination of the Agreement.
Fees and Payment Terms: Payment is due in full prior to delivery of any product.
We shall invoice you for fees payable by you to us under this Agreement ("Fees")
upon our acceptance of an Order Form. Unless indicated otherwise on the order form
you will pay all invoices on receipt of that invoice. We may issue the invoice in
print and/or electronic form. Unless expressly provided the fees exclude any sales,
use, excise, or other applicable taxes. You will pay or reimburse us for any such
taxes for which either party may become held responsible for. A fee for late payment
will be assessed equal to the lower of one and one half percent (1.5%) per month
and the maximum permitted by law. In addition you agree that all sales are final
and that you may not request a refund. We reserve the right, for any reason whatsoever,
to withold delivery of the Product to you until payment has been received in full.
Warranties: We shall use best endeavors to ensure the Product is provided to you
in accordance with any specifications set out in the order form and accepted by
us. We do not warrant that the Product will meet your requirements or that it will
be complete, error free or delivered without interruption. Findings, conclusions
and recommendations in the Product are based on information gathered in good faith
from both primary and secondary sources, whose accuracy we are not always in a position
to guarantee. As such, we can accept no liability whatsoever for actions taken based
on any information that may subsequently prove to be incorrect. Except as expressly
set out in this Agreement, all express or implied representations, warranties, conditions
and undertakings are excluded to the maximum extent permissible by law. You assume
sole responsibility for the selection, suitability and use of the Product and acknowledge
that except as stated above we do not provide any additional warranties or guarantees
relating to the Product. This clause survives termination of the Agreement.
Indemnification. Generally. We and You (“Both Parties”) will, to the extent permitted
by law, indemnify, defend and hold harmless the other party from and against any
and all claims, demands, complaints, or actions of third parties (including employees
of the parties) arising from or relating to this agreement, including personal injury,
death and property damage to the extent caused or arising out of the violation of
law, gross negligence, fraud, willful misconduct or breach of this agreement. In
the event that both parties are at fault they will indemnify each other in proportion
to their relative negligence. In addition we will indemnify, defend and hold harmless,
you from and against any and all claims, demands, complaints or actions of third
parties (including employees of the parties) arising from or relating to this agreement
brought against you alleging that the product infringe any patent, copyright, trademark,
trade secret or other intellectual property right. Our obligations under this section
are conditioned on you i) Promptly notifying us of any claim, ii) Granting us sole
control over the defense and settlement of the action. iii) Reasonably cooperating
with us in connection with such action at our expense, iv) Abetting no such claim,
demand, complaint or action v) Neither modifying or using the product nor breaching
this agreement in a manner for which no infringement would have occurred. If the
product becomes or in our opinion is likely to become the subject of such a claim,
then in lieu of the indemnity we may, at our expense, i) procure you the right to
license using or receiving the product free of any such liability, ii) replace or
modify in whole or part the product to make them non-infringing without degradation
or iii) refund you a pro-rata portion of the fee.
Limitation of liability: Neither party shall be liable under this agreement to the
other party for indirect, special, exemplary, punitive or consequential damages
including without limitation loss of goodwill, whether arising from negligence,
breach of contract or otherwise. Our liability in contract, tort or otherwise arising
out of or in connection with the Agreement shall in respect of any one or more incidents
not exceed the total fees received by us from you for the Product in the 12 months
prior to the date the incident occurs. This clause shall survive termination of
Confidentiality: Neither party shall, except as required to perform our and / or
your respective rights and obligations, use, copy, adapt, alter, disclose to any
third party or part with possession of any information or data of the other party
which is disclosed or otherwise comes into our or your possession directly or indirectly
as a result of these Terms and which is of a confidential nature, in writing marked
confidential or, if disclosed orally, reduced to writing and marked confidential
within 30 days of the date of such disclosure ("Information"). This obligation shall
not apply to Information:
the receiving party can prove was in its possession at the date it was received
or obtained; or
the receiving party obtains from some person other than us, you or an Affiliate
with good legal title thereto; or
comes into the public domain otherwise than through the default or negligence of
the receiving party; or
is independently developed by or for the receiving party.
Solicitation. You agree that for a period of twelve (12) months immediately following
the delivery of the products purchased, for any reason, whether with or without
cause, you shall not either directly or indirectly solicit, induce, recruit or encourage
any of the Company’s employees, who were involved in the sale, marketing, support
or production of the product used, to leave their employment, or attempt to solicit,
induce, recruit, encourage or take away employees of the Company.
Force Majeure: We shall not be liable for any delay or failure to perform any obligation
under this Agreement insofar as the performance of such obligation is prevented
by an event beyond our reasonable control, including but not limited to, earthquake,
fire, flood or any other natural disaster, labor dispute, riot, revolution, terrorism,
acts of restraint of government or regulatory authorities, failure of computer equipment
and failure or delay of sources from which data is obtained.
Further Provisions: The Agreement constitutes the entire understanding between the
parties relating to the Product and supersedes all previous agreements and understandings
whether oral or written relating to the Product. In the event of any inconsistency
between these terms and conditions and the Order, the Order shall prevail. The Agreement
may only be varied in writing signed by an authorized representative of each party.
Failure at any time to enforce any of these terms and conditions or to require performance
by the other party of any such term or condition shall not be construed as a waiver
of such provision or affect the right of either party to enforce the same. If any
provision is held to be invalid or unenforceable by any tribunal of competent jurisdiction,
the remaining provisions shall not be affected and shall be carried out as closely
as possible according to the original intent. The Agreement does not confer any
rights to or on any third party. The Agreement shall be governed by the laws of
England and Wales. The parties irrevocably agree to the exclusive jurisdiction of
the Courts of England.