Terms and Conditions
The Knowledge Store: General Terms and Conditions
1. GENERAL
William Reed Business Media Ltd of Broadfield Park, Crawley RH11 9RT trading as The Knowledge Store (“TKS”) and the Customer shall contract subject to these Conditions which shall govern their relationship to the exclusion of any other terms and conditions contained or referred to in the Customer’s order or in correspondence or elsewhere or implied by trade custom, practice or course of dealing and any purported provisions to the contrary are hereby excluded. No variation of these Conditions shall be binding upon TKS unless made in writing and signed by a duly authorised representative of TKS.
2. DEFINITIONS
In these Conditions: -
“the Customer” means the person, firm, company or organisation who orders the Data pursuant to these Conditions
“the Data” means the data or any other work howsoever described ordered by the Customer from KS
“Intellectual Property Rights” means any copyright, design right, registered design, trade mark whether registered or not, right of confidentiality or any other similar right whether arising in the United Kingdom or elsewhere in the World
“Order Confirmation” means the order confirmation form signed by the Customer to which these Conditions are attached or upon which these Conditions are printed or are referred to in the order confirmation form.
“the Project” means the purpose for which the Customer requires the Data and which has previously been disclosed to TKS.
3. PRICES
The fee for the Data is the fee set out in the Order Confirmation and unless expressly stated to the contrary all costs and fees are exclusive of any applicable value added or other sales tax and any applicable delivery charges, for which the Customer shall be additionally liable.
3.1. TKS reserves the right to increase any part of the costs or fees payable
3.1.1. in respect of any work where the Customer’s requirements are not clear necessitating additional or unforeseen work on the part of TKS or where in the reasonable opinion of TKS the work required to complete the Data exceeds the terms of the original order
3.1.2. where the Customer seeks to alter or vary any part of the contract or the Data (such alterations not to be binding on TKS unless and until accepted by KS)
3.1.3. where the Customer fails to carry out, whether within any time limits agreed or otherwise, any tasks or to provide any facilities agreed in writing as being the Customer’s responsibility
3.1.4. where delivery of the Data is more than three months after order, to reflect any increase in the cost to TKS which is due to any factor beyond the control of TKS such as, without limitation, increases in the costs of labour, materials or other costs, any change in delivery dates, quantities or specifications requested by the Customer, any delay caused by any instructions of the Customer, failure of the Customer, delay or failure of the Customer to give TKS adequate information (including Customer Data) or instructions.
3.1.5. In the event of any of the above occurring TKS shall notify the Customer of the amount of any increase prior to carrying out further work. The Customer shall have the right to cancel such further work if the price has increased by more than 10% as soon as reasonably practicable on receiving notification of such increase but shall pay TKS on a pro rata basis calculated from the costs and fees originally agreed for any part of the work on the Order Confirmation which has been completed at the time of cancellation of the order.
3.2. Without prejudice to the above, TKS will not be bound by any estimate given.
3.3. All invoices will be payable by the end of the month following the month of invoice. Where TKS is retained by the Customer on an ongoing basis TKS shall invoice the Customer on a monthly basis. Without prejudice to any other of TKS’s rights or remedies available to it, if the Customer fails to make payment by the end of the month following the month of invoice TKS shall be entitled to charge the Customer interest at the annual rate of 4% above the base rate of Lloyds Bank plc from time to time.
3.4. TKS reserves the right to review costs and budget estimates for Data on a three monthly basis.
4. PRELIMINARY WORK
TKS shall charge and the Customer shall pay TKS for all preliminary work carried out, whether experimental or otherwise, at the Customer’s request. In the event that TKS accepts early termination by the Customer of any preliminary work the Customer shall pay TKS for the preliminary work, if any, carried out prior to such termination on a pro rata basis.
5. WORK IN STAGES
Where the parties agree that the Data is to be completed in stages, as identified in the Order Confirmation, or any later date, then it shall be the responsibility of the Customer to ensure that each stage has been completed satisfactorily before TKS commences the next stage. TKS will automatically commence the next stage unless it is in receipt of written notice from the Customer that the most recently completed stage has not been completed satisfactorily.
6. CANCELLATION OF RETAINER
6.1. Where TKS is retained by a Customer on an ongoing basis then unless expressly stated to the contrary such retainer may be terminated by either party giving to the other not less than 30 days notice in writing.
6.2. In the event that the Customer should choose to terminate a retainer prior to completion of the Data the Customer shall pay a fair and reasonable price for all work in progress at the time of cancellation.
7. DELIVERY
7.1. Delivery of the Data shall be made by TKS delivering the Data to the Customer’s address as specified on the Order Confirmation.
7.2. TKS shall charge for delivery, collections and insurance at the rates ruling at the date of delivery.
7.3. TKS shall endeavour to fulfil all orders, which may from time to time be placed with it by the Customer and shall endeavour to comply with delivery dates quoted but unless expressly stated to the contrary the time for delivery shall not be of the essence and delivery dates shall be regarded as approximate only.
7.4. Failure to deliver at the time stated will not be sufficient cause for cancellation and TKS shall not be liable for any loss, costs, damages or expenses directly or indirectly attributable to any delay beyond the stated delivery date.
7.5. Where the Data is to be delivered in stages, each delivery shall constitute a separate contract and failure by TKS to deliver any one or more of the stages in accordance with these Conditions or any claim by the Customer in respect of any one or more of the instalments shall not entitle the Customer to treat the order as a whole or as repudiated or cancelled.
8. RISK & TITLE
8.1. The risk in the Data shall pass to the Customer on delivery and the Customer shall insure the Data for its full value from that time.
8.2. Notwithstanding delivery and passing of risk, the legal property in and beneficial ownership of the Data shall remain with TKS until the Customer has paid all money owed by it to TKS whether in respect of the Data or otherwise.
8.3. Until payment is made the Customer shall possess the Data as fiduciary bailee and agent only and shall store each item of the Data securely and separately from the Customer’s own goods or those of any other person or previously Data and in a manner, which makes them readily identifiable by reference by TKS’s invoices.
8.4. The Customer’s right to possession of the Data shall cease if any of the events described in Condition 14 occurs.
8.5. The Customer grants TKS an irrevocable licence to enter any time any vehicle or premises owned or occupied by the Customer or in its possession for the purpose of repossessing and removing any of the Data the property in which has remained in TKS under Condition 8.2.
8.6. Conditions 8.1 to 8.5 are without prejudice to TKS’s rights and remedies if the Customer fails to make payment on the due date or is otherwise in breach of the terms of these Conditions.
9. INTELLECTUAL PROPERTY
9.1. Unless TKS otherwise expressly agrees in writing, all Intellectual Property Rights created by it arising from the Data (including, but not limited to, database structures) will vest in TKS, subject to an irrevocable, non-exclusive, non-assignable, royalty free licence in respect of those rights in the Customer’s favour but only for the purposes of the Customer’s business. Other than for those purposes, the Customer may not reproduce, duplicate or copy the Data or any part thereof or any information extracted there from nor communicate or otherwise make available to any third party the data or any part thereof.
9.2. The Customer shall immediately notify TKS of any actual or suspected unauthorised use of the Data, which may come to its attention.
10. WARRANTY
10.1. TKS undertakes to the Customer that the Data:
10.1.1. will in all material respects comply with any relevant specification made available by the Customer to TKS and
10.1.2. will be fit for any purpose held out by TKS or made known by the Customer to TKS.
10.2. TKS shall not be liable to the Customer in respect of a claim relating to the specification of the Data where a selection has been undertaken on the basis of information supplied to TKS by a third party.
10.3. TKS shall not be liable to the Customer in respect of a claim relating to the Data unless the Customer shall notify TKS in writing of such claim such notice to be received by TKS within 3 days in respect of damage, loss or partial loss in transit within 7 days in respect of non-delivery, and 7 days in respect of any other claim Provided Only that the time limits given shall not apply where the Customer can show that compliance with the time limits was not reasonably possible and that the notice of the Customer’s claim had been given to TKS as soon as reasonably practicable.
10.4. Subject to Condition 10.3 above. TKS shall not be liable to the Customer for any claim relating to loss, damage, deterioration, delay, non-delivery, mis-delivery, unauthorised delivery or miscompliance with instructions of or in connection with the Data, consequential or otherwise, and whether or not such claim arises from the neglect or wilful act or default of TKS, its employees (acting as furtherance of their duties as employees) or sub-contractors (acting in furtherance of their duties as sub-contractors).
10.5. TKS shall not be liable hereunder for any loss or damage to the extent that the same is caused or contributed to by a breach of any of the Customer’s warranties set out in Condition 13.
10.6. TKS shall not be liable hereunder for any loss or damage to the extent that the same is caused or is in anyway contributed to by faults or irregularities in data which has been supplied to TKS by third parties and which is not data collected by TKS itself and for which TKS accepts responsibility
10.7. These Conditions do not and will not affect the statutory rights of the Customer as a consumer. No provision in these Conditions which would be void by virtue of Section 6 or Section 20 of the Unfair Contract Terms Act 1977 (as amended) shall apply to any consumer transaction governed by these Conditions.
10.8. For the purposes of Condition 10.6 the expressions “consumer” and consumer transaction” shall have the respective meanings given thereto in paragraph 2 of the Consumer Transactions (Restrictions on Statements) Order 1976 (as amended).
11. LIMITATION OF LIABILITY
Without prejudice to Conditions 10.6 and 10.7 above the amount of any damages recoverable by the Customer from TKS for breach of contract or negligence shall be limited to the price payable by the Customer for the Data.
12. FORCE MAJEURE
TKS shall not be liable to the Customer or be deemed to be in breach of any order for the Data by reason of any delay in performing or failure to perform any of TKS’s obligations in reaction to the order placed by the Customer if the delay or failure was due to any cause beyond TKS’s reasonable commercial control.
13. CUSTOMER’S WARRANTY AND INDEMNITY
13.1. The Customer warrants to TKS that it shall use the Data only for direct marketing and/or telemarketing only and shall not use, lend, license or otherwise deal in the Data without the express prior consent of TKS.
13.2. The Customer warrants to TKS that it will comply with its obligations as a Data Controller, as such term is defined, under the Data Protection Act 1998 with regard to the Data
13.3. If either party, being a company, makes any arrangement or composition with its creditors or has a receiver or administrator appointed or if either party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or becomes insolvent or goes into liquidation within the meaning of Section 247 of the Insolvency Act 1986 or an order is made or resolution passed for windup on (except for voluntary amalgamation or reconstruction) or if circumstances arise so that the other party apprehends that any of the events mentioned in this Condition is about to occur or either party is in breach of any of its obligations under these Conditions, then the their party without prejudice to any of its other rights may immediately suspend the performance of any order placed by the Customer. TKS shall be entitled to charge the Customer, and the Customer shall immediately become liable to pay, for any Data already carried out (whether completed or not) including the works sub-contracted or out sourced on behalf of the Customer
13.4. The Customer shall indemnify TKS and keep it indemnified in respect of all costs, claims, liabilities and expenses to which TKS may be subject as a result of any claim that any of the Customer’s Data or any Data originated by TKS on the instructions of the Customer infringes any Intellectual Property Rights of any third party or is in breach of the warranty given in 13.3 above. The indemnity shall extend (without limitation) to any amount paid on a lawyer’s advice in settlement of any such claim and to TKS’s legal costs.
14. INSOLVENCY ETC
If the Customer, being a company, makes any arrangement or composition with its creditors or has a receiver or administrator appointed or if the Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or becomes insolvent or goes into liquidation within the meaning of Section 247 of the Insolvency Act 1986 or an order is made or resolution passed for windup on (except for voluntary amalgamation or reconstruction) or if circumstances arise so that TKS apprehends that any of the events mentioned in this Condition is about to occur or the Customer, being an individual, has a bankruptcy petition presented against him or is unable to pay his debts within the meaning of Section 123 of the Insolvency Act 1986 or becomes insolvent or makes any arrangement or composition with his creditors or takes any similar action in consequence of debt or the Customer is in breach of any of its obligations under these Conditions, then TKS without prejudice to any of its other rights may immediately suspend the performance of any order placed by the Customer and shall be entitled to charge the Customer, and the Customer shall immediately become liable to pay, for any Data already carried out (whether completed or not) including the works sub-contracted or out sourced on behalf of the Customer and/or by notice in writing to the Customer determine the contract
15. CONFIDENTIALITY
15.1. TKS will keep confidential all Customer’s Data disclosed to it in pursuance of or in contemplation of any order for Data (and whether before or after the date of the order being placed on TKS) and in particular will not use the same for any purpose other than in connection with the Data nor disclose it to any person or third party TKS commissioned companies (save that such information as may be necessary in order to fulfil the requirements of the Data may be revealed to the extent necessary only to TKS’s trusted employees, persons or companies in which event such employees, persons or companies shall be placed under the same duty of confidentiality).
15.2. The above restriction shall not apply to information known to TKS prior to its receipt from the Customer (otherwise and under an express or implied duty of confidence) or was available to the general public prior to its receipt in consequence in order by the customer, or which thereafter becomes known to the general public through no act or failure to act on the part of TKS.
16. SEVERANCE
In the event of any provision of these Conditions being or becoming legally ineffective or unenforceable either in its entirety or in part this shall be without prejudice to the validity of and shall not invalidate the remaining provisions of these Conditions which shall remain in full force and effect.
17. ENTIRE AGREEMENT
These Conditions constitute the entire agreement of the parties as to the subject matter hereof and supersede all previous agreements and understandings (if any) between the parties and all representations made with respect thereto.
18. GOVERNING LAW
English Law shall govern these Conditions and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.
