1. About us
1.1 Company details. Keystone Market Research Ltd (company number 14655564) (we, us) is a company registered in England and Wales and our registered office is at c/o Cottons Chartered Accountants, The Stables, Church Walk, Daventry NN11 4BL. Our VAT number is 438451190. We operate the website www.keystonemr.co.uk.
1.2 Contacting us. To contact us please telephone 01788 316 065 or email charlotte@keystonemr.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 11.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to our licence for you to use the written reports as more particularly described below (Reports) and the Content (defined below) pursuant to these Terms (Contract). No other terms are implied by trade, custom, practice or course of dealing. We are the owner of the Reports and the Content and your use of the Reports and the Content is strictly subject to these Terms.
2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Disclaimer: You further acknowledge and agree that we give no warranty, expressed or implied, as to accuracy and suitability of the Reports and will not be held responsible for any direct or indirect consequences arising out of any inaccuracies or omissions in the Reports or the Content. Our liability arising out of the supply and use of the Reports will not extend to any incidental or consequential damages or losses, including (without limitation) loss of profits. The Reports are provided strictly for the information purpose only and no party shall rely on any statement in the Reports. We accept no responsibility for any use that is made of advice or information which they give, of opinions which they express, or of materials, certificates or documents which they supply.
3. Placing an order and its acceptance
3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy a licence to use the Reports specified in the order (Reports) subject to these Terms. Details of our prices for the Reports, and the procedures for payment and delivery are displayed on the relevant page of our website and further described below.
3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
3.4 Accepting your order. Our acceptance of your order takes place on receiving the payment for the Report from you in full in clear funds, at which point you will be added as a user within our admin portal and sent the necessary software download link, encrypted pdf file and licence file to enable you to view the Report.
3.5 If we cannot accept your order. If we are unable to supply you with the Report for any reason, we will inform you of this by email and we will not process your order.
3.6 The licence. Subject to these Terms, once your order has been accepted by us, we grant to you a non-transferable, non-exclusive licence to use the Report and the Content in a manner described in these Terms during the period of the licence and only solely for the purposes as described in these Terms. The licence granted to you is strictly limited, and you shall use the Reports and the Content, solely for the purposes permitted by these Terms.
3.7 We reserve the right to terminate your licence with an immediate effect if you breach the terms of the licence we have granted to you under these Terms.
4. Reports, Intellectual Property Rights and Termination
4.1 Content: all content including text, information, data, images, charts, diagrams, spreadsheet, opinions in the Report.
4.2 Copyright: all copyright and rights in the nature of copyright subsisting in the Report and the Content in any part of the world to which we are, or may become, entitled.
4.3 Intellectual Property: copyright, patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), semiconductor topography rights, image rights, rights in personality and similar rights, plant variety rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; including but not limited to all Copyright in the Reports and the Content.
4.4 Intellectual Property ownership: We own all Intellectual Property in the Reports and the Content. By purchasing the Report from us, you are purchasing the licence to use the Report and the Content in a certain manner, but not the ownership of the Report and the Content. We retain the ownership of the Report and the Content and all Intellectual Property in the Report and the Content at all time.
4.5 Your warranty and undertaking: You warrant and undertake to us:
4.6.1 that you will not exploit the Reports and the Content, without our prior written permission which can be withheld in our absolute discretion;
4.6.2 that you will not develop the Content except solely for the internal purposes of your business;
4.6.3 that you will not market and promote, including making public announcements and issuing press releases (without our prior written permission which can be withheld in our absolute discretion), the Reports and the Content, and you further warrant and undertake to us that none of your contractors, sub-contractors, agents, employees, officers will market or promote the Reports, the Content without our prior written permission which can be withheld;
4.6.4 that you will not sell, rent, lease, distribute, assign, licence, sub-licence, broadcast or otherwise assign or dispose of the Reports or the Content or any licence we have granted to you under the Contract;
4.6.5 that you will not share the Reports or the Content or allow for the Reports or the Content with third parties including your contractors, sub-contractors and agents;
4.6.6 that you will not infringe any moral rights (as defined in Chapter IV of the Copyright, Designs and Patents Act 1988) that subsist in respect of the Report or the Content;
4.6.7 that you will only use the Report in accordance with the terms of the licence we have granted to you under these Terms;
4.6.8 that if you become aware of any misuse of any Content or the Report, or any security breach that could compromise our rights in the Report or the Content, you shall inform us immediately.
4.6 Extent of the licence: Upon purchase of the licence to use the Reports, you will be emailed a link to download and access the required software to open the Report, the encrypted pdf report document and a licence to open this document within the software. The licence provides for one viewer of the Report. You shall not copy or share the Report in any manner whatsoever.
4.7 Termination: We reserve the right to terminate the licence granted to you with immediate effect and destroy any copies of the Report if:
(a) you breach the terms of the licence granted to you under these Terms;
(b) you infringe or we reasonably believe you have infringed our Intellectual Property in the Reports.
(c) Termination of the licence shall be without prejudice to any other right or remedy available to us in respect of your breach. If we terminate the licence, we shall not be obliged to return any monies to you in respect of the price you have paid for the Reports.
4.8 Indemnity to us: You shall indemnify us against all liabilities, costs, expenses, damages and losses including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by us arising out of or in connection with any breach of clauses 3.6 or 4 or any infringement of our Intellectual Property in the Reports or the Content by you, or any third party acting for you or on your behalf whether as an employee or as a contractor or a sub-contractor or an agent.
5. Delivery, transfer of risk and title
5.1 We make the Reports available electronically, via encrypted pdf file. To access the Report you will be required to download and install the necessary software to enable you to view the Reports. We may use a third party to provide the digital management service on our behalf.
5.2 If you have deleted the downloaded Report by mistake please contact charlotte@keystonemr.co.uk.
5.3 You are responsible to ensure that your computer system meets all relevant technical specifications necessary for you to download and install the necessary software and view the Report. You also understand that we cannot and do not guarantee or warrant that the Reports will be free from infection, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.
5.4 We will not provide the Report to you until you have paid the price for the Report in full. There are various methods of payment available to you. If you have chosen to pay for the Report in accordance with clause 7.1.2, the Report will be emailed to you within two working days of receiving the payment in respect of our invoice relating to your order, in full unless we have not accepted your order.
5.5 Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 10 for our responsibilities when this happens.
5.6 If we fail to deliver the Report, our liability is limited to the cost of providing you with the Report without further expense to you. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to put in place adequate technical measures to ensure that you can download and view the Report.
6. Price of Reports
6.1 The prices of the Reports will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Reports are correct at the time when the relevant information was entered onto the system. However, please see clause 6.4 for what happens if we discover an error in the price of Reports you ordered.
6.2 Prices for the Reports may change from time to time, but changes will not affect any order you have already placed.
6.3 The price of Reports includes VAT (where applicable and this is clearly stated) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Report in full before the change in VAT takes effect.
6.4 We sell a large number of Reports through our site. It is always possible that, despite our reasonable efforts, some of the Reports on our site may be incorrectly priced. If we discover an error in the price of the Reports you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Reports at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Reports and refund you any sums you have paid.
7. How to pay
7.1 You can only pay for the Reports using one of the methods below:
7.1.1 payment on line during the order process using your credit card or debit card or any other form of electronic payment credit; or
7.1.2 choosing the option during the order process to pay for the Report upon receipt of an invoice from us.
7.2 Payment for the Reports and all applicable delivery charges is in advance.
7.3 If you have chosen to pay for the Report upon receipt of the invoice from us, you shall provide us with all necessary information in respect of your billing address and you shall pay for invoice within 14 days of the date of the invoice. We will not provide you with the Report until and unless we have received the payment in full.
8. Our warranty for the Reports
8.1 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Reports. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Reports are suitable for your purposes.
8.2 We will take steps to ensure that the Content is accurate but please note that our liability is limited or excluded as per these Terms.
9. Our liability: your attention is particularly drawn to this clause
9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 We only supply the Reports for internal use by your business, and you agree not to resell or share the Reports with anybody else, including your contactors, sub-contractors and agents.
9.3 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be limited or excluded by law.
9.4 Subject to clause 9.3, we will under no circumstances be liable to you for:
(a) any loss of profits, sales, business, or revenue; or
(b) loss or corruption of data, information or software; or
(c) loss of business opportunity; or
(d) loss of anticipated savings; or
(e) loss of goodwill; or
(f) any indirect or consequential loss.
9.5 Subject to clause 9.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price you pay for the Report.
10. Events outside our control
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
10.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Reports to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
11. Communications between us
11.1 When we refer to "in writing" in these Terms, this includes email.
11.2 Any notice given under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
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