1.1 These terms (“Terms”) will apply to all services provided on a subscription basis, including the provision of reports, information, and content services (the “Reports” or “Services”), by Roskill Information Services Limited (“we”, “us” or “Roskill”) to you, the client or customer (“you” or the “Client”).
1.2 These Terms along with the order form (which sets out the basic terms of your subscription and use of the Services), (the “Order Form”) will together form the agreement between you and us (the “Agreement”). Any terms and conditions of yours sent to us or referred to by you shall not apply to the Agreement.
1.3 In the event of a conflict between the terms of an Order Form and these Terms, the terms of the Order Form will prevail.
1.4 To the extent there are any named authorised users of the Services in accordance with the Agreement, you shall procure that such users comply the terms of the Agreement and you shall be liable for any acts or omissions of such users in breach of the Agreement.
2.1 In order to subscribe to our Services, the Client must be a business or corporate entity and accepts sole responsibility for obtaining appropriate local or national accreditations, memberships, affiliations, insurances (or other relevant requirements) for conducting the business. If you are a consumer and would like to subscribe to our Services, please contact us at firstname.lastname@example.org
2.2 The Client will be required to register an account with us in order to access the Services. This account may be used by up to 5 named authorised users, or such number of users as may otherwise be set out in the Order Form, provided such users are employees of the Client or a 100% subsidiary of the Client. If any named authorised user leaves the Client’s employment (or 100% Client subsidiary’s employment, as the case may be), that user’s access to the Services shall immediately cease and the Client shall immediately notify us of the user’s departure. The Client may specify a replacement named authorised user by prior written notice to us. If the Client would like additional users to have access to the Services, additional user accounts may be requested for an additional fee by contacting us.
2.3 We may offer differing levels of subscription with access to different levels of functionality or services. Accordingly, access to certain features may be restricted or limited, depending on your subscription type.
2.4 We reserve the right to add, amend or remove services, functionality, and/or content from any Reports or subscription type or to add or remove subscription types.
2.5 You agree to use efforts to prevent unauthorised access to, or use of, the Services and will notify us as soon as possible if you become aware of any unauthorised access or use.
2.6 Notwithstanding anything to the contrary, this Agreement does not permit you to use the Services in order to supply similar services to any third party.
3.1 We shall supply the Services using reasonable skill and care and as described in the Order Form.
3.2 In the event that you request Services in addition to those specifically referred to in the Order Form and we agree to provide such Services, additional charges will be applicable for such services.
3.3 You agree that you will:
3.3.1 co-operate with us in all matters relating to the Services; and
3.3.2 provide in a timely manner such information as we may request which we reasonably require for us to be able to perform the Services, and ensure that such information is accurate in all material respects. If you fail to provide us with such information and materials we will not be liable to you for any failure or delay in the provision of the Services which arises.
3.4 We may provide some or all of the Services through our employees, contractors, subcontractors and other third party partners at our sole discretion.
3.5 Except as expressly and specifically provided in this Agreement all other warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law excluded from this Agreement.
4.1 In consideration of and subject to prior payment in full of any relevant fees, Roskill hereby grants to the Client a non-exclusive, non-transferable licence to use the Services solely for the term as set out in the Order Form and as otherwise set out in these Terms.
4.2 The Services we provide to you are intended for general information and internal business purposes only and are not intended to form the basis of any given technical, business, commercial or investment decision (together referred to as a “Business Decision”), nor should they be regarded as or be relied upon as being comprehensive opinions concerning the matters discussed. Accordingly, you may not rely on the Reports in making any specific Business Decision. Any Business Decisions made by you once you have received, read or reviewed our Reports are commercial decisions for you and we will not make, or be deemed to make, any technical, business, commercial or investment decisions on your behalf.
4.3 Reasonable efforts will be made to ensure that Reports are accurate and up-to-date but we cannot guarantee that they will be error-free. In the same way, do not warrant that the use of the Services will be uninterrupted, error-free or 100 % accurate.
4.4 You are permitted to:
4.4.1 view the Services on a computer or mobile device; or
4.4.2 to print and/or download the Reports on the Client’s computer system solely either for your own use or for the named authorised users, but always in accordance with the terms of the Agreement.
4.5 Unless expressly agreed by us in writing, you agree not to:
4.5.1 attempt to copy, modify, duplicate, incorporate into, create derivative works from, frame, mirror, publish, download, display, transmit, or distribute all or any portion of the Reports in any form or media or by any means;
4.5.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the systems used for the provision of Services;
4.5.3 access all or any part of the Services in order to build a product or service which competes with the Services;
4.5.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except as otherwise permitted in writing by us,
4.5.5 remove, deface, obscure, or alter our or any third party’s copyright notices, trademarks or other proprietary rights notices affixed to or provided as part of the Services;
4.5.6 use any robot, spider, scraper, or other automated means to access the Services for any purpose without our written consent; or
4.5.7 attempt to obtain, or assist third parties in obtaining, access to the Services other than in accordance with the Agreement.
4.6 You shall ensure the Reports are kept secure and will use best efforts to prevent, and take prompt and proper remedial action against any unauthorised access, copying, modification, storage, reproduction, display or distribution of such materials.
5.1 The fees payable by you to us in respect of the Services will be as set out in the Order Form. Payment shall be made without any set-off, deduction or counter-claim and generally subscription fees will be payable in advance by you.
5.2 We will typically raise invoices for the subscription fees and these will be payable by you in accordance with the payment terms as set out in the invoice.
5.3 Notwithstanding the above, a valid debit/credit card may in certain instances be required from you in order to register an account that incurs a subscription fee. Such payments will be collected and processed via our third-party payment processor. You are also responsible for ensuring that your contact information, billing information and debit/credit card information is accurate and kept up to date. We will have no liability or responsibility with respect to this.
5.4 We reserve the right to charge you interest in respect of the late payment of any sum due under this Agreement (after as well as before judgment) at the rate of 4 per cent per annum above the base rate from time to time of the Bank of England from the due date until payment.
5.5 We may at our discretion suspend access to Services immediately in the event that any fees due from you are outstanding and, we may delete your account with us including any material uploaded or otherwise inputted where sums are outstanding for 5 days or more from the payment due date.
5.6 Other than as set out in this clause or elsewhere in the Agreement, fees will only be refundable at our sole discretion.
5.7 We may at our sole discretion offer a free trial to help you determine whether our Services are right for you. No payment will be taken from your account during the free trial.
5.8 We reserve the right to change or amend our subscription fees at any time. You will receive notice of these changes 30 days before any changes take effect. If you do not wish to continue your subscription at the revised fees, you must terminate your subscription prior to these changes taking effect and once terminated, to the extent you have paid the subscriptions fees in full for the initial term, we will refund a pro rata proportion of any such fees paid in advance by you. Failure to terminate your subscription within the relevant time period will result in you being billed in full for the relevant subscription signed up to and such fees will be non-refundable.
6.1 All Intellectual Property Rights of any nature which are capable of existing in our Services and in any other materials, documents, or content created or provided by Roskill or its employees, contractors or associates belong and shall belong to us or our licensors (as the case may be), and you shall have no rights in or to the Services other than the right to access the Services in accordance with the terms of this Agreement.
6.2 Our Reports may refer to and incorporate third party material. Where we use such material, we will use our reasonable endeavours to ensure that we have a right to use such material. Our right to use such material may arise as a result of specific permissions, fair dealing, fair use exemptions, operation of law or the use may fall outside of the scope of copyright, trademark or other protection.
6.3 You agree to notify us immediately in the event that any infringement or unlawful use of any third party material is alleged by any third party in connection with the Reports. If we are notified accordingly or if we notify you that such an allegation has been made, then you agree that pending resolution of the matter in dispute, you will make no further use of the relevant Reports.
7.1 The parties will keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of this Agreement, except where such information is:
7.1.1 trivial or obvious;
7.1.2 already in the receiving party’s possession other than as a result of a breach of this Agreement; or
7.1.3 already in or subsequently enters the public domain other than as a result of a breach of this Agreement
7.2 Nothing in this clause 7 shall prevent Roskill from using any techniques, ideas or know-how gained during the performance of the Services in the course of its normal business to the extent that this use does not result in a disclosure of your confidential information.
7.3 You acknowledge and hereby grant us consent to disclose such confidential information to our employees, professional advisers, insurers, agents and subcontractors, as required by (i) law, regulation, judicial or administrative process, (ii) in accordance with applicable professional standards, or (iii) as deemed necessary by us in the performance of the Services pursuant to this Agreement.
7.4 Personal data provided to us pursuant to the provision of Services to you will be processed by us as controller, in accordance with our Privacy Notice.
7.5 We will be entitled to refer to you as a client of Roskill (including the Roskill group) and to refer to the Services we have provided to you on our website or otherwise in our marketing and promotional materials.
8.1 The exclusions in this clause 8 shall apply to the fullest extent permissible at law, but we do not exclude or limit liability for:
8.1.1 death or personal injury caused by our negligence, or the negligence of our officers, employees, contractors or agents;
8.1.2 fraud or fraudulent misrepresentation;
8.1.3 any other liability which may not be limited or excluded by law.
8.2 In lieu of and to the exclusion of all liability that Roskill would otherwise have pursuant to the Agreement, we may (at our option and discretion) correct or replace any Report if, on supply, there is a defect in the Report materially prejudicing your ability to view and download the Report or use any model or tool therein contained (if applicable). You acknowledge and agree any such correction or replacement shall be your sole remedy and our sole obligation in respect thereto.
8.3 Subject to clauses 8.1 and 8.2:
8.3.1 We shall not be liable whether in contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in connection with the performance or contemplated performance of this Agreement for any (i) loss of profits, (ii) loss of revenue, (iii) loss of business opportunities, (iv) loss of or damage to goodwill, (v) loss or corruption of data or information, or (vi) any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
8.3.2 Our total aggregate liability in contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in connection with the performance or contemplated performance of this Agreement shall be limited to the total subscription fees paid for the Services by you during the 12 months immediately preceding the date on which the claim arose.
9.1 This Agreement shall commence on the start date and will continue for the subscription term as set out in the Order Form, subject to earlier termination in accordance with this clause 9.
9.2 Notwithstanding anything to the contrary in these Terms, you are free to cancel your subscription at any time. Upon cancelling your subscription, you will have access to our Services for the remainder of the subscription term however all fees will still be due and payable by you for the full subscription term and we reserve the right to collect all outstanding fees from you, whether as one or several payments.
9.3 Not less than 30 days before the expiry of the relevant subscription term, we will notify you in writing of the upcoming termination and ask if you want to renew your subscription. You may renew your subscription through your account with us. If you choose not to renew your subscription, it will end automatically on the relevant end date and you will no longer have access to the Services after such date.
9.4 Without prejudice to any other rights or remedies to which we may be entitled under these Terms, we shall be entitled to terminate the Agreement immediately on written notice to you in the event that:
9.4.1 you cease to trade, suffer any event of insolvency including bankruptcy, administration, receivership, liquidation, winding-up, voluntary arrangements or any similar event, or otherwise become unable to pay your debts as they fall due; or
9.4.2 you are in material breach of any other provision of the Agreement and, if the breach is capable of remedy, have failed to remedy that breach within 5 days.
9.5 On termination or expiry of your subscription or this Agreement for any reason, you acknowledge that you will no longer have access to the Services and you agree you will, and will procure that any named authorised users will, promptly and securely destroy all copies of the Reports held and confirm to us in writing that this provision has been complied with.
9.6 Termination of the Agreement, howsoever arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.
You shall not, without our prior written consent, solicit, employ, engage or otherwise facilitate the employment, engagement or solicitation of any of our staff and/or personal with whom you have come into contact with as a result of the Agreement between you and us. You shall be bound this provision during the term of the term of the Agreement and for a period of six months from the termination or expiry of the Agreement.
11.1 This Agreement constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement. Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement, provided always that nothing in this clause shall limit or exclude any liability for fraud.
11.2 Failure by us to enforce the performance of any provision in this Agreement shall not constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
11.3 If any provision of this Agreement (or part of a provision) is or is found to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11.4 All notices or communication given under this Agreement shall be in writing (a reference to writing or written includes email). Notices shall be deemed to have been duly given:
In each case notices should be addressed to the most recent address or e-mail address notified to the other party.
11.5 This Agreement may only be varied in writing by both of the parties.
11.6 You are not entitled to assign or otherwise transfer this agreement of any of your rights or obligations, nor are you permitted to sublicense the use (in whole or in part) of the Services without our prior written consent.
11.7 We will not be liable to the other for any delay in performing or failure to perform any of its obligations under this Agreement as a result of any cause outside its reasonable control.
11.8 Except as otherwise expressly provided in this Agreement, all rights contained in this Agreement and all remedies available to either party for breach of this Agreement are cumulative and may be exercised separately or concurrently.
11.9 No term of the Agreement will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.
11.10 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.