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You or Your: The person, firm, corporation or other organisation entering into this agreement with us by accepting these terms. Where the context so requires, You or Your includes your Authorised Advisers, Agents and Users.
Us, We, or Our: RBP Limited.
Authorised Users: Two levels of licence are offered by RBP.
'Individual Licence': Unless expressly otherwise agreed and specified purtchasers of Know How from Us have an individual licence. Registration on the web site does not entitle users to anything other than the access to such free content as the site contains and is not a licencse to use other Know-How exclusive to Authorised users. The individual licence includes the right for the individual licensee to use pages from the Power Point presentation in training and internal company presentations. It does not include any rights to copy or reproduce the report in full or in part. It specifically excludes the use of such reports or extracts from them in reports, presentations or advice to clients, advisers or other third parties whether attributed or not. We are happy to discuss how extended use of the materials can be supported but we cannot permit the use or distribution of the Know-How to people we have knowledge of, firms or people who may make use of the Know-How in ways we cannot know or predict or in circumstances for which the data may not be appropriate to. If in doubt - call us first. The individual licence is time limited and applies for a year from the date of purchase of the Know-how only; after this period no further use of the material is recommended or permitted.
'Corporate Licence': We are happy to offer a range of licensing options for corporate teams using Our services to support their strategic, marketing and financial operations. Corporate licences typically involve a firm nominating a group of specific users for a service level, from annual updates to a comprehensive suite. Additional Know-How reports are included in the corporate services as well as enhanced access options. A corporate licence can include the option for a company to include distribution of Our Know-How products to their professional advisers on a restricted project only basis for a modest increase in the annual fee overall. We offer a support service to provide continuity and comprehensivity to internal business intelligence projects and this licence includes both extended data sets, but also advisory support. To support this we have to know who is using the Know-How, for whatreasons, when and how - we can then help even more.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 5.
Services: includes Hosting Services and provision of Know-How, as the context requires.
Know-how: know-how provided by us to you under this agreement as specified in the Subscription Fee invoice.
Subscription Fee: The subscription fee for the Services to be provided under this agreement, as specified in our invoice relating to this agreement.
Subscription Period: The period in respect of which a Subscription Fee is payable for any Service, as specified in our invoice relating to this agreement.
2. AUTHORITY AND LICENCE FOR USE OF KNOW-HOW
2.1 We authorise you and your Authorised Users (individual and corporate Licensees, see above) to use the Know-how for which you have paid us the Subscription Fee.
2.2 This authority and licence starts when you enter into this agreement and ends
(a) if the Subscription Period expires without your agreeing to renew this agreement on the terms and Subscription Fee then applying; or
(b) if this agreement is terminated under clause 9.
2.3 You may
(a) Search, view, copy and print out material containing Know-how for your own use;
(b) Copy, revise, customise and use any standard document precedents from the web site for the purposes of maintaining business intelligence services for your firm only;
(c) Use slides from the PowerPoint formatted Know-How Reports for the purposes of internal training and presentations for staff and management only.
3. YOUR OBLIGATIONS
(a) copy, print out or otherwise reproduce any Know-how nor any material relating to part of the Services, except as permitted under this agreement or authorised by us in writing;
(b) make any part of the Know-how or of the Services available to anyone whose principal place of work is not one of your organisation's sites, except as permitted under this agreement or authorised by us in writing;
(c) alter any part of the Know-how or Services; or
(d) purport to assign or otherwise dispose of your rights under this agreement.
3.2 You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Know-how or Services using accounts created with your username and password.
3.3 You acknowledge and agree that we and our licensors own all intellectual property rights in the Know-How and the Services. Except as expressly stated in this agreement, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Know-how, Services or any related documentation.
3.4 Subject to clause 4 (Our obligations), you will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with your use of the Know-How or Services, provided that:
(a) you are given prompt notice of any such claim;
(b) we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
(c) you are given sole authority to defend or settle the claim.
3.5 You are responsible for configuring your information technology, computer programmes and platform in order to access the Services. You must use your own virus protection software.
4. OUR OBLIGATIONS
4.1 We warrant that you will not infringe any third party intellectual property rights by using the Know-how and we will indemnify you against losses, costs or expenses you may incur as a result of any claim that the use by you of the Know-how infringes any third party intellectual property rights, provided you notify us within a reasonable time of any such claim being made.
4.2 We will take reasonable steps to ensure that data files we supply to you as part of the Service are virus-free.
4.3 We will use our best endeavours to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).
4.4 We will use our best endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom office hours.
5.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party; or
(b) was in the other party's lawful possession before the disclosure; or
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
5.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
5.3 Each party shall use its best endeavours to ensure that the other's Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this agreement.
5.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in our case, those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).
5.5 We acknowledge that the Subscriber Data is your Confidential Information.
5.6 This paragraph shall survive termination of this agreement, however arising.
6.1 We give you no warranty or assurance, except as set out in clause 4 above. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law
6.2 Our policy is to conduct our business at all times in a professional manner and to best practice standards. We use our best endeavours to maintain Know-how up to date and to develop our Services to meet subscribers' needs. However, you should note in particular:
(a) The Know-how is not intended to constitute a definitive or complete statement of the law or accounting status on any firm or, subject, nor is any part of it intended to constitute legal or investment advice for any specific situation.
(b) The Know-how includes archived information and resources, which may be incorrect or out of date.
(c) We give you no warranty or assurance that the Services and our means of delivering them are compatible with your software or computer configuration.
(d) We may change part or all of any Service at our discretion.
(e) The Know-How supplied as part of RBP Ltd services, which does not purport to be comprehensive, has been prepared in good faith, but no representation or warranty, express or implied, is or will be made and no responsibility or liability is or will be accepted by the Seller, the Company or any of the Seller's subsidiaries or by any of their respective officers, employees or agents in relation to the accuracy or completeness of this information memorandum or any other written or oral information made available to any interested party or its advisers and any such liability is expressly disclaimed.
(f) RBP's projected financial information is based on judgmental estimates and assumptions made by the management about circumstances and events that have not yet taken place. Accordingly there can be no assurance that the projected results will be attained. In particular no representation or warranty whatsoever is given in relation to the reasonableness or achievability of the projections contained in their Know-How or in relation to the bases and assumptions underlying such projections and you must satisfy yourself in relation to the reasonableness, achievability and accuracy of them.
(g) Nothing in any of the Know-How products published by RBP shall constitute an offer to sell or an invitation to purchase securities in any analysed Company in any jurisdiction in any way.
7.1 This paragraph sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
(a) any breach of this agreement;
(b) any use made by you of the Services or any part of them; and
(c) any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this agreement.
7.2 Except as expressly and specifically provided in this agreement:
(a) you assume sole responsibility for results obtained from the use of the Services by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you in connection with the Services, or any actions taken by us at your direction; and
(b) all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
7.3 Nothing in this agreement excludes our liability:
(a) for death or personal injury caused by our negligence; or
(b) for fraud or fraudulent misrepresentation.
7.4 Subject to clause 7.3 above:
(a) we shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose.
7.5 Under this paragraph, our liability includes that of any company in our group and our and their respective agents, employees and sub-contractors, you includes any other party claiming through you and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service, whether under this agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
7.6 We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under the agreement or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications 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 or storm.
8.1 This agreement will terminate if you or we are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to the party in breach. If we are in material breach as a result of circumstances within our control, you will be entitled to pro-rata return of the Subscription Fee.
8.2 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate;
(b) subject to the exceptions in this sub-paragraph, you will take reasonable steps to delete the Know-How from your electronic media, including your intranet and electronic storage devices so that you no longer have any part of the Know-how. However, you are not required to delete from your electronic media any part of the Know-how that before termination has been substantially amended by you or incorporated into drafts or agreements relating to any transaction on which you are advising (and which you require to complete the transaction and to keep records of it.) You are not required to delete or destroy printouts containing Know-how that were made prior to termination, or copies of such printouts;
(c) we may destroy the Subscriber Data in our possession; and
(d) termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
(e) Corporate licences are only available on an annual contract and are priced accordingly; if within the first 12 months of a contract a client wishes to cancel, the fee for the unexpired portion of the first twelve months will become immediately payable in full. Subscribers may cancel the subscription by giving notice from 3 months before the first anniversary of the contract, and after the first 12 months has elapsed may cancel at any time by giving no less than 3 months notice of termination. During the period of notice, the document management system for document delivery may be suspended at any time, although email notifications will continue as normal.
9. GENERAL PROVISIONS
9.1 The rights provided under this agreement are granted to you only, and shall not without our prior written consent be considered granted to any subsidiary or holding company. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
9.2 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
9.3 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
9.4 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
9.5 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 whatever modification is necessary to give effect to the commercial intention of the parties.
9.6 This agreement and the Subscription Fee invoice constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
9.7 English law governs this agreement and the parties submit to the non-exclusive jurisdiction of the English courts.
ACCEPTANCE OF THESE TERMS
By using this web site you agree to these terms and to the disclaimer and limitation of liability below. If you do not agree to these terms please leave the site immediately.
1. You have a non-exclusive licence to use the materials while they remain on our (RBP Limited) site and you may:
o Search, view, copy and print out materials for your own use, and for the purposes of any matter or transaction in which you are involved on your own behalf.
o Bookmark any page or link to it so long as the page is presented within our frameset.
2. This licence is a personal, non-transferrable licence and unless we agree otherwise in writing (email firstname.lastname@example.org for permission) you must not:
o use the material on this or any other RBP Ltd web site to advise clients or matters relating to firms other than your own.
o Make print outs or copies available to anyone else.
o Modify any materials
3. This licence applies to all materials on the web site other than full text materials available by subscription, which are governed by specific licences and which take precedence over this one.
4. We give you no warranty or assurance about the site. In particular: Information may be incorrect or out of date, and may not constitute a definitive or complete statement of the law or the legal market in any area. Materials are not intended to constitute advice in any specific situation. You should take legal advice in specific situations and conduct your own research into the suitability of firms for any commercial purpose. All implied warranties and conditions are excluded, to the maximum extent permitted by law.
5. USE THIS SITE AT YOUR OWN RISK. NEITHER WE NOR ANY COMPANY WITHIN OUR GROUP AND OUR AND THEIR RESPECTIVE AGENTS, EMPLOYEES AND SUB-CONTRACTORS SHALL BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY LOSSES OR DAMAGES WHATSOEVER OR HOWSOEVER ARISING IN CONNECTION WITH THIS SITE (WHETHER UNDER THIS LICENCE OR OTHER CONTRACT OR IN CONSEQUENCE OF ANY MISREPRESENTATION, MISSTATEMENT OR TORTIOUS ACT OR OMISSION INCLUDING NEGLIGENCE)
6. This does not affect claims in respect of death or personal injury caused by negligence.
7. These terms are governed by English law and you submit to the non-exclusive jurisdiction of the English courts.
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RBP (We) are committed to protecting and respecting your privacy. We keep and use information in line with the Data Protection Act 1998.
For the purpose of the Data Protection Act 1998 (the Act), the data controller is RBP Ltd, 9 Norris Acre, Hinton, Northampton NN13 5NN.
1 INFORMATION WE MAY COLLECT FROM YOU
(a) We may collect and process the following data about you:
(i) Information that you provide by filling in forms on our site www.rbponline.co.uk (our site). This includes information provided at the time of registering to use our site, subscribing to our service, posting material to our site or requesting further services. We may also ask you for information when you report a problem with our site.
(ii) If you contact us, we may keep a record of that correspondence.
(b) We may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them.
(c) Details of transactions you carry out through our site and of the fulfilment of your orders.
(d) Details of your visits to our site including, but not limited to, traffic data, location data and other communication data, and the resources that you access.
2. IP ADDRESSES AND COOKIES
2.1 We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is statistical data about our users' browsing actions and patterns, and does not identify any individual.
2.2 For the same reason, we may obtain information about your general internet usage by using a cookie file which is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer's hard drive. They help us to improve our site and to deliver a better and more personalised service. They enable us:
a) To estimate our audience size and usage pattern.
(b) To store information about your preferences, and so allow us to customise our site according to your individual interests.
(c) To speed up your searches.
(d) To recognise you when you return to our site.
3. WHERE WE STORE YOUR PERSONAL DATA
3.2 Where we have given you (or where you have chosen) a password that enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
3.3 The transmission of information through the internet is not completely secure. We will do our best to protect your personal data, but we cannot guarantee the security of your data transmitted to our site through the internet; any such transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to prevent unauthorised access.
4 USES MADE OF THE INFORMATION
4.1 We use information held about you in the following ways:
(a) To ensure that content from our site is presented in the most effective manner for you and for your computer.
(b) To provide you with information, products or services that you request from us, or which we feel may interest you, where you have consented to be contacted for such purposes.
(c) To carry out our obligations arising from any contracts entered into between you and us.
(d) To allow you to participate in interactive features of our service, when you choose to do so.
(e) To notify you about changes to our service.
4.2 We may also use your data, or permit selected third parties to use your data, to provide you with information about goods and services that may be of interest to you and we, or they, may contact you about these by post or telephone.
4.3 If you are an existing customer, we will only contact you by electronic means (e-mail or SMS) with information about goods and services similar to those that were the subject of a previous sale to you.
4.4 If you are a new customer, and where we permit selected third parties to use your data, we (or they) will contact you by electronic means only if you have consented to this.
4.5 If you do not want us to use your data in this way, or to pass your details on to third parties for marketing purposes, please tick the relevant box on the form on which we collect your data.
5 DISCLOSURE OF YOUR INFORMATION
5.1 We may disclose your personal information to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 736 of the UK Companies Act 1985.
5.2 We may disclose your personal information to third parties:
5.3 In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.
5.4 If RBP or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.
6 YOUR RIGHTS
6.1 You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at email@example.com.
6.2 Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
7 ACCESS TO INFORMATION
The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.
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