Terms and Conditions of Purchase

These terms of business comprise the agreement pursuant to which Timetric Ltd (a company registered in England and Wales, number 7133675, with registered office address White Bear Yard, 144a Clerkenwell Road, London EC1R 5DF), hereafter referred to as “Timetric”, “we”, or “us”, provides the Material (defined below) to You. “You”, or “Your” refers to the person who, or on whose behalf, an Order is placed, and includes your legal successors and permitted assigns.

 

Definitions

Throughout these Terms the following definitions apply:

 

Charges
any fees paid to Timetric by You in relation to Orders.
Client, You, Your
any person, firm, company or other body which enters into an agreement with Timetric to receive or have access to any Materials, (regardless of the mode of their delivery to the Client), not extending to or including other companies which may be part of the same Group as the Client.
Data
information contained in any of the Materials supplied by Timetric.
Intellectual Property Rights
all patents, information, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
License
Use of the Material is subject to a License which is shown below.
Materials
the materials, publications, databases, services and/or information available from Timetric.
Offline copy
where a Product includes functionality that is only available when accessed online through Our Site, we may offer access to an electronic copy to be downloaded through Our Site and used offline with limited functionality.
Orders
orders for Material made by you through our site in accordance with these terms of business.
Our site, Site
http://timetric.com
Product
a product distributed, supplied or made available or accessible by Timetric (in whatever medium now known or developed in the future) which wholly or mainly comprises a compilation or combination of data, statistics, research material and/or other information and which is presented (with or without analysis and/or interpretation) as a compilation or combination of accessible, retrievable and/or searchable materials.
Terms, Agreement
these terms of business
Timetric, our, we, us
Timetric Limited, a company registered in England and Wales, number 7133675, with registered office address Level 9, 107 Cheapside, London EC2V 6DN

References to the singular include the plural.

Terms and Conditions

  1. Orders: Orders placed by you through Our Site for any of our Material shall only be binding when accepted by Us. You shall not cancel or amend an Order unless we have given Our prior written consent. We shall assume that any person who places an Order on Your behalf can bind you legally.
  2. Ownership: The legal and beneficial interest in all Intellectual Property Rights relating to the Material belong to Us or Our licensors or owner as indicated in the Material, as the case may be, at all times. You obtain no Intellectual Property Rights in the Products pursuant to or arising out of this Agreement.
  3. License Agreement: All Material is purchased subject to the terms of the License shown below.
  4. Warranties: We shall use reasonable endeavours to ensure the Material is provided to You in accordance with any specifications set out in the Order and accepted by Us. We do not warrant that the Material will meet Your requirements or that it will be complete, error free or delivered without interruption. Except as expressly set out in this Agreement, all 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 Material.
  5. Intellectual Property Rights and Indemnities: You shall fully indemnify Us in respect of any infringement of any Intellectual Property Rights ("IPR") arising as a result of your use of the Product in breach of the Agreement. You shall allow Us (or Our licensors) to control any proceedings arising as a result of any infringement, threatened infringement or claim relating to the IPR. You shall make no admission as to liability nor agree any settlement or compromise of any action. You shall, at Our request and cost, offer such assistance as we may reasonably request in relation to any proceedings relating to Our IPR. Any recovery obtained from such proceedings shall accrue solely for Our benefit. If any infringement, threatened infringement or claim occurs in relation to any IPR, or if We consider that such a claim is likely to occur, We may in Our absolute discretion:
    1. procure the right for You to use the Material free of the infringement claim; or
    2. replace or modify the Material to make it non-infringing; or
    3. terminate that part of the Material relating to the infringement (or potential infringement) and return any Charges paid by You in respect to that part of the Material in full and final settlement of any claims; or
    4. if none of these options is reasonably practicable, terminate the Agreement and return any charges paid by you for the affected Material in full and final settlement.
  6. Limitation of Liability:
    1. Subject to clause 6b:
      1. Timetric shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Agreement including a deliberate breach of the Agreement by Timetric, its employees, agents or subcontractors; and
      2. Timetric’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by a deliberate breach of the Agreement by the Timetric, its employees, agents or subcontractor shall not exceed the total Charges received by us from you for the Product in the 12 months preceding the date the incident occurs; and
      3. Except as set out in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. 
    2. Nothing in this Agreement shall limit or exclude Timetric’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation; or
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    3. This clause shall survive termination of the Agreement.
  7. Confidentiality: A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of this Agreement.
  8. Notices: Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. For the avoidance of doubt, notice given under these Terms shall not be validly served if sent by facsimile.
  9. Force Majeure: Timetric shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of Timetric including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Timetric or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, acts of restraint of government or regulatory authorities, failure of computer equipment and failure or delay of sources from which data is obtained.
  10. Online Access: Where access to the Material is mediated through our website, Your use of the Materials is governed by the Terms of Use for Our Site.
  11. Offline Copies: Where a Product includes an Offline Copy we will, in the absence of any breach of the Agreement by you, provide access to the Offline Copy through Our Site for 24 months from the date the Order is accepted by us. If, after that 24 month period, we decide to terminate online access to the Offline Copy we will give you 30 days written notice prior to the date of withdrawal, offering you the opportunity to download an Offline Copy you wish to continue using. All further use of the Material must continue to comply with the terms of this Agreement.
  12. The Agreement: This Agreement constitutes the entire understanding between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Timetric which is not set out in this Agreement. Any samples, drawings, descriptive matter or advertising issued by Timetric, and any descriptions or illustrations contained in Timetric’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Agreement or any other contract between Timetric and the Agreement for the supply of the services. These Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Any variation, including the introduction of any additional terms and conditions, to the Agreement, shall only be binding when agreed in writing and signed by Timetric.
  13. Governing jurisdiction: 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

 

License

  1.  you may:
    1. display such Materials electronically to Yourself;
    2. download and store extracts of Products in machine readable form for use by You;
    3. print copies of the Material for use by You;
    4. print limited and insubstantial extracts of the Material for internal use within the normal course of Your business;
    5. analyse or otherwise use the Data for internal use in the ordinary course of your business;
    6. use limited and insubstantial extracts from the Materials for external purposes according to the terms of the Timetric Citation Policy;
  2. you may not:
    1. download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the Materials and/or Data other than as expressly permitted in clause 1 above;
    2. resell, sub-license, rent, lease, transfer or attempt to assign the rights in the Materials and/or Data (in whole or in part) to any other person;
    3. use the Materials and/or Data in any manner, (or transfer or export the Materials and/or Data or any copies thereof into any country), other than in compliance with applicable laws; 
    4. use the Materials and/or Data other than in accordance with these Terms nor may you allow any person other than the one named authorised User to use and/or gain access to the Materials and/or Data;
    5. modify or alter such Materials and/or Data nor may you create a database in electronic or structured manual form by systematically downloading and storing any of the content from such Materials and/or Data.
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