Terms & Conditions
The Subscription Terms and Conditions are set out in this page together with the Subscription Licence Agreement. We suggest that all subscribers should be familiar with these details and we draw your attention in particular to clauses 1.4, 3 and 6.1 of the Subscription Terms and Conditions relating to access and use of content.
Subscription Terms and Conditions
These terms and conditions relate to the sale of subscriptions whether in hardcopy or onlineto the Habitats Regulations Assessment Handbook and Journal as you have indicated in any order, submitted online, via telephone or any other means including letter or email. If you want to purchase a subscription for an organisation, such as for an institution, company or more than just one person, you must have indicated this when ordering. You should save a copy of these terms and conditions for your records.
Any agreement to purchase a subscription or to access our publications is with DTA Publications Limited (hereinafter referred to as ‘DTA Publications’). DTA Publications is a private limited company, incorporated in the United Kingdom under company registration number 08194426. The DTA Publications registered office is situated at Rectory Farm, Finchampstead, Wokingham, Berkshire RG40 4JY. VAT Number 143427526. To contact us please either write to the registered office, phone us on +44(0)118 9734700 or email via info@dtapublications.co.uk. In these terms and conditions, ‘the subscriber’ means the company, institution, organisation, business or individual who pays the subscription and the following terms have the meaning defined in the Licence Agreement: that is to say: ‘the subscription’, ‘the subscription period’, ‘Licensed Materials’ ‘Commercial Use’, ‘Downloads’, ‘the Handbook’, and ’the Journal’.
1. Types of subscriptions and what is included
1.1 The Habitats Regulations Assessment Handbook and Journal has different subscription options and therefore you should check the type of access and period of subscription/access on the web page or brochure which sets out its price, period and extent of access.
1.2 Each subscription provides an access right to the Licensed Materials which is limited to the subscriber, and is a non-exclusive, non-transferable right of access from the date of contract, for the subscription period fully in accordance with the Licence Agreement (see also Clause 6 below).
1.3 Where a subscription is paid to provide the additional service of a ‘hardcopy’ of the Handbook and the Journal, these will be delivered to your nominated address, based on the number of issues stated on the subscription page, for 12 months starting with the current issue at the point of contract, unless otherwise agreed in writing. We will make every effort to deliver hardcopy goods within 30 days of each publication, but cannot be held responsible for postal or customs delays. Accessibility to the Handbook on line will be provided once your order has been accepted, and will be accessible only via your login details.
1.4 Hardcopies of the Handbook remain the property of DTA Publications and are provided to the subscriber for their sole or internal use as specified in the subscription only and updated as necessary. Unless the subscription is terminated by DTA Publications (in accordance with clause 2.5 below) hardcopies of the Handbook shall be returned to DTA Publications upon non-renewal or termination of a subscription by the subscriber. DTA Publications will be responsible for the postage costs associated with the return of hardcopies and shall provide appropriate prepaid packaging to the subscriber, who is then responsible for packing and return. Upon distribution, all hardcopies of the Journal, including any back copies provided under the terms of the Licence are the property of the subscriber and will remain their property in perpetuity following termination or non-renewal of any subscription, but shall not be resold or redistributed by the subscriber.
1.5 We reserve full editorial control over our publications and services and reserve the right to make changes, including but not limited to, our editorial approach, the right to remove certain content which may be or become contentious, the subject of complaint, or unlawful, or out-of-date or which has not been compiled in accordance with our requirements, and includes the look, feel and functionality of our publications and services.
2. Placing an order and our acceptance
2.1 When placing an order and/or making a payment, the process will only be available in English.
2.2 When you request a subscription (which includes renewal of a subscription) whether in hardcopy or online (as applicable to the publication or service), this subscription will be for a period of 12 months, the defined ‘subscription period’, unless Clause 2.5 below applies or as otherwise stated herein. Whilst you are entitled to give notice of intention to cancel your subscription during that 12 month period, you are not entitled to any refund and your access rights will remain in place for the duration of the subscription period. The 12 months will start in accordance with Clause 2.4 below. You therefore have no contractual right to cancel any subscription and because you are requesting access to a “periodical” there is no statutory right of cancellation. Should you renew any subscription, unless otherwise advised, this renewal and future renewals will be subject to these Subscription Terms and Conditions.
2.3 After indicating what kind of subscription you require, the price for your subscription will be as indicated on the website, brochure, via the telephone, email or letter (as applicable) and will be exclusive of any taxes (if applicable) however the appropriate rate of tax will be indicated prior to any contract being concluded. Any price quoted with be inclusive of delivery charges in the United Kingdom of Great Britain and Northern Ireland (the UK), unless expressly otherwise stated. DTA Publications reserve the right to make additional charges to cover the cost of delivery outside the UK and will advise a prospective subscriber of hardcopies of the cost on request. When you do submit your request for an order (whether in writing or verbally) you are making an offer to purchase a subscription, which we may accept or decline.
2.4 Your payment will then be processed by us and we will confirm if your payment is not validated. A binding contract comes into effect between us once we contact you to confirm your order with your access details (for on line access) but this is conditional upon these Subscription Terms and Conditions applying. If accepted, delivery will be made to you as specified above.
2.5 Access rights are supplied subject to availability, remaining in current circulation and continuing to be owned by us or licensed to us. In the event that we are unable to supply any access rights for the agreed term, we will inform you as soon as possible and provide you with a pro rata refund in the event that you have paid for a period for which we cannot comply. To the fullest extent permitted by law, we will not however be liable for any other direct or indirect losses, nor any losses (as set out in Clause 6), caused as a result of not being able to supply you with the subscriptions for all or any of the subscription period. This does not affect your statutory rights.
3. Your Access Details
3.1 If your request for a subscription is accepted, you will be responsible for maintaining confidentiality of your online access and password, restricting access to your computer as necessary in order to prevent unauthorised access to the Handbook or Journal via your account. You agree to take responsibility for all activities that occur under your account or password. If you believe that your account or password is being or is about to be used by anyone else you should inform us immediately via info@dtapublications.co.uk.
3.2 Account usage is monitored electronically. If it becomes apparent that usage for your username and password is exceeding its licence (ie: being used concurrently by more individuals that the licence allows), we will contact you and request that the password be changed. If repeated incidents of usage exceeding the terms of the current licence, occur, we reserve the right to restrict access whilst the issue is further investigated, and at our sole discretion to cancel the subscription and preclude further access.
4. Prices and Payments
4.1 The price that you pay for your subscription should be the standard pricing as indicated on the website, brochure, letter, email or via the phone (as applicable). These prices are valid for purchases made during the calendar year which the purchase relates to. You will be charged in the currency as indicated via the website, brochure, letter, email or via the phone which, if not the currency of the country of your bank account, must be converted by your bank into the currency of our bank account, when processed. We are not responsible for any additional charges your bank may apply.
4.2 Whilst we try to ensure that all prices we display and quote are accurate, errors may occur. If we discover any error in the price of the subscription you have paid compared to the subscription which you ordered and the amount paid exceeds what should have been paid, we will refund the difference; if the amount paid is less than what should have been paid we reserve the right to notify you and either secure payment of the difference or give you the option of recommencing your order at the correct price or cancelling it. If we are unable to contact you, we will treat the order as cancelled. If you cancel for this reason and we have already processed your payment, you will receive a full refund.
4.3 For subscriptions placed through the website, we only accept payment via credit/debit card details and once submitted these are processed by our contractors. We are also able to accept payment through other methods, please contact us at info@dtapublications.co.uk if you would like to discuss options.
5. Customs
When you are ordering a hardcopy subscription for delivery overseas, you may be subject to import duties and taxes, which are levied once the package reaches the specified destination. Any additional charges for custom clearance must be borne by you. We have no control over these charges and cannot predict what they may be.
6. Licence and acceptable and prohibited use of our content and website(s)
6.1 All web based and hard copy content is the property of DTA Publications and is subject to copyright with all rights reserved except as described in these terms and conditions and the Licence Agreement. For the convenience of the subscriber, certain web content is intentionally provided in a downloadable format through the ‘Downloads’ tab in the members area of the website. All download content is provided with standard copyright text inserted and subscribers are permitted to use such content for their own purposes on condition that this copyright text is not removed or amended in any way, and subject to any further conditions specified in relation to each individual download. With the exception of these ‘downloads’ no other reproduction of any part of the Licensed Materials is permitted without full and clear reference to the source of the material (refer clause 6.3). Systematic downloading is prohibited as is the creation of derivative works or other adaptation from the Licensed Materials without the prior written consent of DTA Publications. Likewise copying and distribution of hardcopy content is not permitted under any circumstances. For the avoidance of doubt, framing of our websites or any part of them is not permitted, without our express written permission.
6.2 Subscribers must not allow online or mobile access to any DTA Publications subscribed material to any third party who is not explicitly stated as the subscriber, the licence therefore is limited to the subscriber.
6.3 Subscribers must not modify any copies/extracts you have displayed or printed or referred to in any way and, with the exception of the ‘downloads’ referred to in 6.1 above, you may not use any illustrations, photographs, or any graphics separately from any accompanying text without explicit permission. Any permitted use of our material is subject to ensuring that our copyright notices appear as they do on all copies online. Any extracts of DTA Publications material should be displayed within quotation marks and the source should be referred to in the following manner ‘Tyldesley, D., and Chapman, C., (2013) The Habitats Regulations Assessment Handbook, (month) (year) edition UK: DTA Publications Limited, www.dtapublications.co.uk’. If you print off or download any material subscribed to in breach of these terms of use, your right to use any website(s) or mobile downloads will cease immediately and you must at our option return or destroy any copies of the materials you have made. All rights not expressly granted in these terms or any express written licence, are reserved.
6.4 The content, layout, design, data, databases and graphics on our websites and within our print publications are protected by UK and other international intellectual property laws and are owned by DTA Publications. With the exception of the ‘downloads’ referred to in 6.1 above, unless expressly permitted in writing, or as otherwise permitted by virtue of the Subscription Terms and Conditions http://www.dtapublications.co.uk/terms no part of the website or hardcopy content may be downloaded, stored in any medium, including but not limited to a retrieval system or transmitted, in any form or by any means (electronic, mechanical, photocopying, recording, broadcasting) nor shown in public.
6.5 The DTA Publications logo which is displayed on our website, hardcopies and elsewhere is the trademark of DTA Publications. Any use including framing, meta tags or other text utilising the DTA Publications logo is strictly prohibited without our express written consent.
6.6 Any request for permission to use our content or images, or other use of our intellectual property not authorised under a subscription, should be made using the ‘contact us’ details on the relevant website(s).
6.7 You must not use the website in any way that causes or is likely to cause the website or access to it to be interrupted, damaged or impaired in any way. You understand that you are solely responsible for all electronic communications and contents sent from your computer to us. You must use the website for lawful purposes only. You must not use the website for any of the following:
- Fraudulent purposes in connection with a criminal offence or otherwise unlawful activity
- To send, use or re-use any material that is illegal, offensive, abusive, indecent, harmful, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, trojan horses, worms, time bombs, keystroke loggers, spyware, adware or any other harmful or similar computer code designed to adversely affect the operation of any computer software or hardware, political campaigning, commercial solicitation, chain letters, mass mailings or any spam
- To cause annoyance, inconvenience or needless anxiety
- To reproduce, duplicate, copy or resell any part of our site in contravention of these terms of use
6.8 Our website contains links including hyperlinks which may take you outside the DTA Publications website. Links are provided for your convenience, and an inclusion of any link does not imply endorsement or approval by us of the linked website, its operator or content. We have no control over the contents or functionality of those sites and accept no responsibility for any loss or damages that may arise from your use of them. We are not responsible for any website outside the DTA Publications website, and such websites use will be subject to relevant terms and conditions and privacy policies.
6.9 You may link to the home page of the DTA Publications website; otherwise you must not deep link to any of our websites without our agreement in writing. You may not provide a link which suggests a form of association, approval or endorsement on our part, unless we have expressly agreed to this in writing. We reserve the right to withdraw any linking permission upon notice to you or by amending these terms and conditions.
7. Disclaimers and limitations of liability
7.1 General disclaimers
To the fullest extent permitted by law, the material and information displayed on our websites is provided “as is”. The Handbook content represents our professional opinion and whilst every effort has been made to ensure accuracy, with the content having been checked by a barrister who specialises in the application of the Habitats and Birds Directives, the content is offered without any guarantees, conditions or warranties and the guidance, although provided in good faith and prepared with due diligence, is relied upon by the user at their own risk. We try and ensure our websites are available for use 24 hours per day, 7 days per week other than for a small period for scheduled down time, however we do not warrant that at other time our websites will be available. To the fullest extent permitted by law, we will be not be liable to you for damages or refunds should our sites become unavailable or access to a site becomes slow or incomplete due to system back-up procedures, internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make any of our websites inaccessible to you.
7.2 Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, DTA PUBLICATIONS EXPRESSLY EXCLUDES:
- ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY;
- ANY LIABILITY CAUSED BY A FORCE MAJEURE EVENT;
- ANY OBLIGATION OF EFFECTIVENESS OR ACCURACY; AND
- OTHER THAN AS SET OUT BELOW, ANY LIABILITY FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE INCURRED BY YOU IN CONNECTION WITH THE LICENCE AGREEMENT, INCLUDING BY YOUR USE OR INABILITY TO USE ANY INFORMATION ON OUR WEBSITE OR WITHIN ANY PUBLICATION SUBSCRIBED TO, VIA ANY WEBSITES LINKED TO OUR WEBSITE(S) AND ANY MATERIAL POSTED ON IT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR LOSS OF INCOME OR REVENUE, LOSS OF BUSINESS, LOSS OF PROFITS OR CONTRACTS ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, WASTED TIME AND FOR ANY OTHER LOSS OR DAMAGE OF ANY KIND, HOWSOEVER AND WHETHER CAUSED BY TORT INCLUDING NEGLIGENCE, BY BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. NOTHING IN THIS PROVISION AFFECTS OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE NOR FOR LIABILITY FOR FRAUDULENT MISREPRESENTATION OR MISREPRESENTATION AS TO A FUNDAMENTAL MATTER NOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW. THESE PROVISIONS DO NOT AFFECT ANY APPLICABLE STATUTORY RIGHTS. IF, NOTWITHSTANDING THE OTHER TERMS OF THESE TERMS AND CONDITIONS AND THE LICENCE AGREEMENT (OR ANY OTHER AGREEMENT BETWEEN YOU AND US), WE SHOULD HAVE ANY LIABILITY FOR ANY LOSS, HARM OR DAMAGE, YOU AND WE AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF THE SUBSCRIPTION(S) YOU HAVE PAID TO US IN THE PREVIOUS CALENDAR YEAR. YOU AND DTA PUBLICATIONS AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND US AND REFLECTS THE SUBSCRIPTION FEES, IF ANY, WE CHARGE YOU TO USE OUR PUBLICATIONS.
8. Alteration of Service or Amendments to the Conditions
We reserve the right to make changes to our website, policies, and these terms and conditions at any time. You will be subject to the general policies and conditions in force at the time that you use the website or that you order goods from us, unless any change to those policies or these conditions is required to be made by law or government authority (in which case it will apply to orders previously placed by you). If any of these conditions are deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and the closest enforceable substitute (if possible) will be included and the excluded clause will not affect the validity and enforceability of any remaining conditions.
9. Events beyond our reasonable control
We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control including reasons of Force Majeure which shall include any default due to an act of God, war, or threatened war, act of terrorism or threatened act of terrorism, strike, lockout, industrial action, health epidemic or pandemic, fire, flood, drought, tempest or other event beyond the control of either party. This condition does not affect your statutory rights.
10. Waiver
If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.
11. Privacy
Our full privacy policy is set out on our website at http://www.dtapublications.co.uk/privacy.
12. Third Party Rights Exclusion
No party, who is not party to any contract which may be entered into by us, may enforce the terms of that contract and therefore we hereby exclude the operation of the Contracts (Rights of Third Parties) Act 1999.
13. Governing law and jurisdiction
These terms and conditions and the Licence Agreement will be governed by the law of England except in the circumstances explicitly cited in the Licence Agreement.
Date of last update of document: 16th September 2015.
Subscription Licence Agreement
This agreement ("the Agreement") is made between DTA Publications Limited ("Licensor") and the individual/institution purchasing the subscription ("Licensee").
1. Key Definitions In this Agreement, the following terms shall have the following meanings:
1.1 “Agreement” means this document including any schedules and any properly executed alterations, variations or addenda.
1.2 "Commercial Use" includes i) copying or downloading any of the Licensed Materials or linking to the Licensed Materials for further redistribution, sale or licensing; ii) copying, downloading or posting of any of the Licensed Materials on a site or service that incorporates advertising with such content; iii) the inclusion or incorporation of any of the Licensed Materials in other works or services (other than legally permitted quotations or the ‘downloads’, with an appropriate citation) that is then available for sale or licensing, for any monetary reward iv) use of any of the Licensed Materials howsoever (other than legally permitted quotations and the ‘downloads’, with an appropriate citation) by organisations for any promotional or advertising purposes, whether direct or indirect, whether for a monetary reward or otherwise. Distribution by or on behalf of legal, environmental or planning organisations is considered in all cases as Commercial Use; and v) use of the Licensed Materials for the purposes of monetary reward by means of sale, resale, license, loan, hire, transfer or other form of commercial exploitation.
1.3 “Downloads” means the electronic files available to download under the ‘downloads’ tab within the member area of the website. For the convenience of the subscriber, certain web content is intentionally provided in a downloadable format. All download content is provided with standard copyright text inserted and subscribers are permitted to use such content for their own purposes on condition that this copyright text is not removed or amended in anyway, and subject to any further conditions specified in relation to each individual download.
1.4 "Subscription" means the subscription fee payable by the Licensee for the Licensed Material as set out on the Website or as otherwise agreed between the Licensor and the Licensee.
1.5 “Subscription period” means 12 months from the date of acceptance of the subscription by the Licensor from the Licensee.
1.6 "Licence" means the Licence set out in Clause 2 below.
1.7 "Licensed Materials" means the electronic and hardcopy versions of the Licensor’s publication(s) which the Licensee subscribes to which shall include but is not limited to the Habitats Regulations Assessment Handbook (hereinafter referred to as “the Handbook”) and the Habitats Regulations Assessment Journal (hereinafter referred to as “the Journal”).
1.8 "Site" means the electronic site on which the Licensed Materials will be displayed.
1.9 "Website" means www.dtapublications.co.uk, and all relevant subdomains.
2. The Licence
2.1 In consideration of receipt of the Subscription, Licensor grants the Licensee a non-exclusive, non-transferable Licence to access the Licensed Materials with a password or other necessary authentication required to access the Licensed Materials for the subscription period.
2.2 Licensor also hereby grants to the Licensee, a non-exclusive, royalty free, perpetual licence to keep and use copies of the Journal only that were subscribed to via this Licence and published during the Term of this Agreement, together with any back issues of the Journal that may have been supplied to or otherwise made available to the Licensee. Such use by the Licensee of the Journal for which perpetual access is granted, shall be in accordance with the provisions of this Agreement, which shall survive expiry of this Agreement. No equivalent royalty free, perpetual licence is granted in respect of any content of the Handbook.
2.3 Licensor holds the copyright (or all necessary licences or rights of use), and the intellectual property rights for all works published in the Licensed Materials, as a compilation and as to the individual articles/sections, collectively and individually, unless otherwise expressly noted.
2.4 The Licensee shall not claim ownership of the Licensed Material, or any intellectual property rights in the Licensed Material, by reason of its use of or access to the Licensed Material.
2.5 Licensor reserves the right at any time to withdraw from the Licensed Materials, any item or part of an item for which it no longer retains the rights to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable or out of date or which, in the opinion of DTA Publications, is or may become contentious or the subject of complaint.
3. Permitted Uses
3.1 All use of the Licensed Material is subject to all applicable copyright laws and fair use conventions. With the exception of the ‘downloads’, reproduction of any portion of the Licensed Material is not permitted, without our express written consent.
4. Licensee's Obligations
4.1 The Licensee agrees that the Licence is limited to the Licensee and the Licensee:
4.1.1 will not knowingly permit anyone else to use designated passwords so to access the Licensed Materials;
4.1.2 will, if it becomes aware of unauthorised access to the Licenced Materials, notify Licensor immediately and co-operate in locating and attempting to stop the specific individuals who are abusing the service. If the specific abuser(s) cannot be identified or stopped, Licensor has the right to withhold, suspend, or terminate access to all or any portion of the Licensed Materials, without liability;
4.1.3 will not remove, cover, overlay, obscure, block, or change any copyright notices, legends, or terms of use which Licensor may post on the Site in order to inform users about system features, terms of use, or copyright notices;
4.1.4 with the exception of the ‘downloads’, will not systematically make printed or electronic copies of multiple portions of the Licensed Materials for any purpose or create any derivative works from the Licensed Materials;
4.1.5 will not display or distribute any part of the Licensed Materials on any electronic network, including without limitation, an intranet, the internet and the Worldwide Web without the written consent of Licensor;
4.1.6 will not make any Commercial Use of the Licensed Material;
4.1.7 will in respect of hardcopy subscriptions, return the hardcopy version of the Handbook to Licensor upon non-renewal or termination of a subscription, except as defined in the terms and conditions, Licensor will be responsible for the postage costs associated with the return of hard copies and shall provide appropriate prepaid packaging to the Licensee, who is then responsible for packing and return.
5. Technical Access
5.1 Licensor intends for the Site to be available 24 hours per day, 7 days per week except for scheduled down-time for essential maintenance, improvement or repair. However, to the fullest extent permitted by law, the Licensor will not be liable for damages or refunds should the Site become unavailable or access to the Site becomes slow or incomplete due to system back-up procedures, internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make the Site inaccessible to the Licensee.
6. Termination
6.1 The subscription will be for the subscription period of 12 months, or such longer period as may be specifically agreed in writing with the Licensee. Subject to 6.2, the Licensee is not permitted to cancel their subscription within the agreed subscription period, and has no contractual right to do so. Because the Licensee is requesting access to a “periodical” there is no statutory right of cancellation.
6.2 Either party may terminate this Agreement:
6.2.1 where the other party commits a material or persistent breach of any term of this Agreement and fails to remedy such breach (if capable of remedy) within 30 days of notification in writing from the other party; or
6.2.2 immediately upon the other party becoming insolvent, subject to receivership, liquidation or similar external administration.
6.3 On termination of this Licence by the Licensor for just cause, access to the Licensed Materials by the Licensee shall be terminated.
7. Warranty and Liability
7.1 While Licensor seeks to provide updated and accurate content as part of the Licensed Materials, the Licensed Materials are supplied on an “as is” basis. Any statements made to the contrary are void. The Licensed Materials are offered without any guarantees, conditions or warranties and the guidance, although provided in good faith and prepared with due diligence, and having taken legal advice where necessary, is relied upon by the user at their own risk. The Licensee shall be responsible for notifying all users of the Licensed Materials or Site acting under the Licensee’s Licence that such users must always read the full terms and conditions of subscription (at http://www.dtapublications.co.uk/terms) and that their use of the Licensed Materials shall be deemed acceptance of those terms. The Licensee shall indemnify Licensor against any claims, costs, expenses, proceeding, awards and demands made against the Licensor by the Licensee using the Licensed Materials or Site under Licence. Licensor do not offer any guarantees, conditions or warranties for a particular purpose of the Licensed Materials or the Site. To the fullest extent permitted by law, Licensor expressly disclaim the foregoing liabilities and all others, (except where expressly agreed to herein) and also disclaim any conditions, warranties and other terms , which might otherwise be implied by statute, common law or otherwise.
7.2 TO THE FULLEST EXTENT PERMITTED BY LAW AND OTHER THAN EXPRESSLY PROVIDED FOR HEREIN, IN NO CIRCUMSTANCES IS LICENSOR LIABLE TO THE LICENSEE OR ANY OTHER USERS, WHETHER ACTING UNDER LICENCE OR NOT, FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES OR EXPENSES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, LOSS OF ANTICIPATED PROFITS OR SAVINGS, GOODWILL, REPUTATION, BUSINESS RECEIPTS OR CONTRACTS, OR LOSSES OR EXPENSES RESULTING FROM THIRD PARTY CLAIMS. NOTHING IN THIS AGREEMENT SEEKS TO EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY LICENSOR’S NEGLIGENCE OR FRAUDULENT MISSTATEMENT AND THIS DOES NOT AFFECT THE LICENSEE’S STATUTORY RIGHTS.
7.3 TO THE FULLEST EXTENT PERMITTED BY LAW, IN THE EVENT THE LICENSOR HAS ANY LIABILITY UNDER THIS AGREEMENT, LICENSOR’S ’AGGREGATE LIABILITY FOR ANY CONTENT, ACCESSIBILITY OR PROBLEMS WITH THE SITE OR LICENSED MATERIALS WILL NOT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID FOR THE LICENSED MATERIALS BY THE LICENSEE DURING THE 12 MONTH PERIOD PRECEDING ANY CLAIM OR NOTICE OF DAMAGES.
8. Indemnities
8.1 Licensor shall indemnify and hold the Licensee harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable legal fees, which arise from any claim by any third party of an alleged infringement of copyright arising out of the use of the relevant Licensed Materials (subject to that component being owned by Licensor) by the Licensee or any other user. No limitation of liability set forth elsewhere in this Agreement is applicable to this indemnification.
8.2 Should the Licensee wish to invoke the indemnity in clause 8.1, the Licensee must promptly notify Licensor of any such claims at its own expense and not make any admission of liability and shall limit its own costs as is reasonably possible. The Licensee shall provide Licensor with all necessary assistance in investigating and defending such claims as Licensor may reasonably request and have the right to participate in the defence at its own expense, subject to following all reasonable instructions of Licensor.
9. General
9.1 Neither party shall be liable for failure, default or delay in performing its obligations under this Licence, caused by a Force Majeure event which shall include any act of God, war, or threatened war, act or threatened act of terrorism, riot, strike, lockout, individual action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
9.2 Licensor may assign or transfer any of its rights and obligations under this Agreement, upon written notice to the Licensee. The Licensee may not assign its rights or transfer its obligations herein without the prior written consent of Licensor.
9.3 Alterations to this Agreement are only valid if they are recorded in writing.
9.4 In the event that any provision of this Agreement is held to be invalid, the remainder of the provisions shall continue in full force and effect.
9.5 There shall be no right whatsoever for any third party to enforce the terms and conditions of this Agreement. The Parties hereby expressly wish to exclude the operation of the Contracts (Rights of Third Parties) Act 1999.
9.6 No delay or failure by either party to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver, to be effective, must be in writing and signed by a duly authorised representative of each party.
9.7 Any notice under this Agreement must be in writing and may be delivered or sent by fax or first class /airmail post to the address or offices of the relevant party (or as otherwise notified from time to time) and such notice shall be deemed to have been received upon successful transmission of faxing or 7 (seven) days from the date of posting.
9.8 To the fullest extent permitted by law, this Agreement constitutes the entire Agreement between Licensor and the Licensee with respect to the Licensed Materials. In the event of conflict or inconsistency between the Licensor’s Subscription Terms and Conditions and this Agreement, the provisions of this Agreement shall prevail.
9.9 To the fullest extent permitted by law, this Licence will be governed by the laws of England and shall be governed and construed in accordance with the laws of England whose courts shall have exclusive jurisdiction, unless as at the date of formation of this Agreement either i) the laws of England would not be upheld in the Courts in the Licensee’s stated country location; ii) an English judgement could not be enforced in the Licensee’s stated country location; or iii) it would take six months or more for the Licensor to enforce an English judgement in the Licensees stated country location, then it is hereby agreed that this Agreement shall be governed by the laws of the Licensee’s stated country (or state if applicable) and their courts. Notwithstanding any of the above this clause is governed by the laws of England.
Date of last update of document: 21st August 2015.