Agreement: the Agreement between the Supplier and the Client for the sale and purchase of the Reports in accordance with these Conditions.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with Clause 11.4.
Client: the person or firm who purchases the Reports from the Supplier.
Force Majeure Event: an event or circumstance beyond a party’s reasonable control.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, 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, data, Database rights, semi-conductor 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.
Order: Reports ordered by the Client via the Website by selecting and making payment for such Reports.
Reports: reports produced by the Supplier, including but not limited to reports on market intelligence, benchmarking, statistics, commercial issues and bespoke matters, which are the goods subject to this Agreement, as ordered (or any part of them).
Supplier: ISC Research Limited.
Website: any website domains owned or controlled by the Supplier in which Reports can be purchased by the Client.
(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) a reference to writing or written includes emails.
2. BASIS OF AGREEMENT
2.1 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.
2.2 The Order constitutes an offer by the Client to purchase the Reports in accordance with these Conditions. The Client is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier receives payment, at which point the Agreement shall come into existence.
2.4 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Reports referred to in them. They shall not form part of the Agreement.
3.1 The Supplier reserves the right to amend the Reports, at its cost, if required by any applicable statutory or regulatory requirements or an error has been made in the Reports by the Supplier.
4.1 The Supplier shall deliver the Reports via email to the email address supplier by the Client as part of the Order following receipt of payment.
4.2 The Supplier shall not be liable for any delay in delivery of the Reports that is caused by a Force Majeure Event or the Client’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Reports.
4.3 If the Supplier fails to deliver the Reports, its liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement Reports. The Supplier shall have no liability for any failure to deliver the Reports to the extent that such failure is caused by a Force Majeure Event or the Client’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Reports.
5.1 The Supplier warrants that the Reports shall conform in all material respects with their description.
5.2 The Supplier shall not be liable for the Reports’ failure to comply with Clause 5.1 in any of the following events:
(a) inaccurate, incomplete or outdated information that the Reports may contain or any decisions or actions taken by the Client based on the Report;
(b) the defect arises because the Client failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Reports or (if there are none) good trade practice regarding the same;
(c) the Client alters or repairs such Reports without the written consent of the Supplier;
(d) the Reports differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 The Client acknowledges that all Intellectual Property Rights in the Reports are the property the Supplier or its licensors, as the case may be.
6.2 The Client shall have no rights in the Reports other than the right to use them for internal purposes only. The Client has no right to sell or pass on in anyway the Reports in part or as a whole; should the Client do so the Supplier shall be entitled to terminate this Agreement immediately as a material breach pursuant to Clause 8.1 (a) and to seek a reasonable royalty payment from the Client, which for guidance purposes only, shall be in the region of 20% of the revenue gained from such a sale.
6.3 Unless otherwise agreed in writing, the Client grants the Supplier a non-exclusive, royalty free, perpetual licence to use the Client’s Intellectual Property including the school data provided to the Supplier pursuant to this Agreement for the Supplier to use in its Reports.
7. PRICE AND PAYMENT
7.1 The price of the Reports shall be the price set out in the Order.
7.2 The Supplier may amend the price of the Reports at any time prior to any Order.
7.3 The Client may only purchase the Reports purchased via the Website if the Client is purchasing as part of a business entity, not as an individual. The Supplier reserves the right to refuse any Order should the Client be purchasing as an individual.
7.4 The price of the Reports includes amounts in respect of value added tax (VAT) where the client is located in the United Kingdom. The Client agrees to providing a VAT number if required by the Website where the client is not located in the United Kingdom.
7.5 All payments made through our Website is done using our payment provider, WooCommerce Payments which is powered by Stripe. WooCommerce Payments is PCI compliant and Stripe is a PCI certified and a PCI Service Provider level 1. By making payments through our Website, you agree to WooCommerce and Stripe’s terms and conditions.
8.1 Without limiting its other rights or remedies, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Client if:
(a) the Client commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within five days of that party being notified in writing to do so;
(b) the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by Order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the Client suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Client’s financial position deteriorates to such an extent that in the Supplier’s opinion the Client’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
8.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Reports under the Agreement or any other Agreement between the Client and the Supplier if the Client becomes subject to any of the events listed in Clause 8.1(a) to Clause 8.1(d), or the Supplier reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Agreement on the due date for payment.
8.3 Without limiting its other rights or remedies, the Supplier may terminate the Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Agreement on the due date for payment.
8.4 On termination of the Agreement for any reason the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
8.5 Termination of the Agreement shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement that existed at or before the date of termination.
8.6 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
9. LIMITATION OF LIABILITY
9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
(b) fraud or fraudulent misrepresentation.
9.2 Subject to Clause 9.1:
(a) the Supplier shall under no circumstances whatsoever be liable to the Client, whether in Agreement, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement; and
(b) the Supplier’s total liability to the Client in respect of all other losses arising under or in connection with the Agreement, whether in Agreement, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Reports.
10. FORCE MAJEURE
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for two weeks, the party not affected may terminate this Agreement by giving two weeks written notice to the affected party.
11.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
(b) The Client may not assign, transfer, mortgage, charge, subcontract declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement without the prior written consent of the Supplier.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by Clause 11.2(b). For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 11.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
11.3 Entire agreement.
(a) This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
11.4 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.5 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; nor
(b) prevent or restrict the further exercise of that or any other right or remedy.
11.6 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
(a) Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 11.7(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.8 Third party rights. No one other than a party to this Agreement shall have any right to enforce any of its terms.
11.9 Governing law. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
11.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.