Last updated 26 May 2011
The Customer's attention is particularly drawn to the provisions of Clauses 5, 6 and 7.
1.1 In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Reports in accordance with Clause 5.
Conditions: these terms and conditions as amended from time to time in accordance with Clause 10.11.
Confidential Information: has the meaning given in Clause 6.3.
Contract: the contract between Plimsoll and the Customer for the supply of Reports in accordance with these Conditions.
Customer: the person or organisation who purchases Reports from Plimsoll as specified in the Order.
Customer Default: has the meaning given in Clause 4.2.
Customer Obligations: has the meaning given in Clause 4.1.
Intellectual Property Rights: all patents, copyright and related rights, trade marks, 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, database right, 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: the Customer's order for one or more Reports made in accordance with Clause 2.1.
Permitted Purpose: use of the Reports strictly for the Customer’s own internal business purposes only.
Plimsoll: Plimsoll Publishing Ltd, a limited company registered in England & Wales, Company Number: 2102017, VAT number: GB 441571072 and whose registered office and trading address is Scotswood House, Thornaby Place, Stockton on Tees, TS17 6SB.
Plimsoll Website: the website operated by Plimsoll at domain name www.plimsoll.co.uk and/or any other or replacement domain names used from time to time by Plimsoll in respect of sale of the Reports.
Report: any one or more reports supplied by Plimsoll to the Customer as set out in the Order.
1.2 In these Conditions, the following rules of construction shall apply:
(a) a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a “party” includes its successors or permitted assigns; and
(c) a reference to a “statute” or “statutory provision” is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2.1 The Customer may place an Order online on the Plimsoll Website, by submitting a written order by post or fax, by email or verbally. These Conditions shall apply irrespective of the form by which the Order is made.
2.2 The Order constitutes an offer by the Customer to purchase one or more Reports from Plimsoll in accordance with these Conditions. The Order shall only be deemed to be accepted when Plimsoll issues written acceptance of the Order or fulfils the Order, whichever is the earlier, at which point the Contract shall come into existence.
2.3 The Customer acknowledges and agrees that:
(a) these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which would otherwise be implied by trade, custom, practice or course of dealing; and
(b) the Contract constitutes the entire agreement between the parties and that the Customer has not relied on any statement or representation made or given by or on behalf of Plimsoll which is not set out in the Contract. For the avoidance of doubt, any samples and any descriptions or illustrations contained on Plimsoll’s Website or in Plimsoll's catalogues or other marketing materials in respect of the Reports, are given for the sole purpose of giving an illustrative idea of the Reports described in them; they shall not form part of the Contract or any other contract between Plimsoll and the Customer for the supply of the Reports.
2.4 Any quotation given by Plimsoll shall not constitute an offer capable of acceptance by the Customer other than through the steps set out in Clause 2.2 and is only valid for a period of 20 Business Days from its date of issue.
3.1 Plimsoll shall supply the Reports to the Customer in accordance with the Order in all material respects.
3.2 The Customer is solely responsible for checking the Order and any mistakes will be dealt with in accordance with the cancellation provisions of Clause 8.1.
3.3 Plimsoll shall use all reasonable endeavours to meet any delivery dates specified in the Order (or otherwise), but any such dates shall be estimates only and time shall not be of the essence for performance of the Reports.
3.4 Plimsoll shall have the right to make any changes to the Reports which are necessary to comply with any applicable law or which do not materially affect the nature or quality of the Reports.
4.1 The Customer shall ensure that the terms of the Order and any information it provides in respect of the Order are complete and accurate and co-operate with Plimsoll in all matters relating to the Reports (“the Customer Obligations”).
4.2 If Plimsoll's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant Customer Obligations (a “Customer Default”):
(a) Plimsoll shall (without limiting its other rights or remedies) have the right to suspend performance of supply of the Reports until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Plimsoll's performance of any of its obligations;
(b) Plimsoll shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Plimsoll's failure or delay to perform any of its obligations as set out in this Clause 4.2; and
(c) the Customer shall reimburse Plimsoll on written demand for any costs or losses sustained or incurred by Plimsoll arising directly or indirectly from the Customer Default.
5.1 The Charges for the Reports shall be stated exclusive of value added tax, which will be payable by the Customer in addition to the Charges and any specific charges set out in the Order.
5.2 Subject to Clause 5.4, the Charges for the Reports shall be paid to Plimsoll by the Customer:
(a) EITHER, at the point at which the Order is accepted;
(b) OR within 14 days of the date of the invoice, as specified in the Order. Time for payment shall be of the essence of the Contract.
5.3 Payment of the Charges shall be made by cheque, credit card or bank transfer to the account as specified by Plimsoll. No payment shall be deemed to have been received until Plimsoll has received cleared funds.
5.4 All payments payable to Plimsoll under the Contract shall become due immediately on its termination despite any other provision.
5.5 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
5.6 If the Customer fails to pay Plimsoll any sum due pursuant to the Contract, the Customer shall be liable to pay interest to Plimsoll on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. Plimsoll reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5.7 In providing payment details to Plimsoll, the Customer undertakes to Plimsoll that it has authority to approve payment of the Charges (together with VAT and any other charges payable under the Conditions) by this payment method.
5.8 Where financial information is provided to Plimsoll (whether directly through the Website or otherwise) the Customer accepts that these methods of communication cannot be 100% secure. Without limitation to the provisions of Clause 7, the Customer acknowledges and agrees that Plimsoll cannot accept any responsibility or liability for any damages arising from the misuse or loss of financial data or information submitted by the Customer to Plimsoll, whether directly through the Website or otherwise.
5.9 This Clause 5 shall survive termination of the Contract.
Licence and Restrictions
6.1 In consideration of the obligations and restrictions accepted by the Customer under these Conditions, Plimsoll hereby grants to the Customer a non-exclusive, personal and non-transferable licence to use the Reports strictly for the Permitted Purpose only. All rights not expressly granted to the Customer under this Agreement are reserved to Plimsoll.
6.2 The Client must not:
(a) use the Reports other than for the Permitted Purpose in strict conformity with these Conditions;
(b) copy the Reports (in whole or in part) or, in respect of Reports supplied as a pdf, print more than one copy;
(c) transfer or make the Reports available to any person other than such members of the Customer’s staff that reasonably require access to the same to perform their role (and in respect of such staff, the Customer must ensure that the principles set out in this Clause 6.2 are strictly adhered to);
(d) refer to the content of the Reports other than for the Permitted Purpose;
(e) alter, modify, adapt, delete, add to or translate the whole or any part of the Reports, nor provide, resell or otherwise make the Reports available to any third party or allow use of them by or on behalf of any third party in whole or in part whether or not in return for any valuable consideration; or
(f) make the Reports (or allow the same to be made) available online in whole or in part via the Internet or on any intranet.
Confidentiality
6.3 The Customer undertakes to Plimsoll that it shall keep (i) the Reports and (ii) the commercial terms of the Contract and any other information disclosed to it by Plimsoll about Plimsoll’s charges, products, services, clients and other information that is, by its nature (and whether marked confidential or not, confidential (“Confidential Information”) secure and confidential at all times.
6.4 The Customer shall only permit access to the Confidential Information to those of its employees who need to know the same in relation to their authorised use of the Reports for the Permitted Purpose and shall ensure that all such persons are made fully aware of the confidentiality of such confidential information and keep it strictly confidential.
6.5 The obligations under Clauses 6.3 and 6.4 shall not be taken as preventing the Customer from disclosing the Reports or any other Confidential Information where it is required to do so by any court of competent jurisdiction or any governmental, supervisory or regulatory body with jurisdiction over it.
6.6 The Customer shall permit Plimsoll to take such steps as Plimsoll reasonably considers appropriate to monitor compliance with these Conditions, and shall co-operate fully with Plimsoll in relation to such monitoring.
Intellectual Property Rights
6.7 The Customer acknowledges and agrees that all Intellectual Property Rights in or arising out of or in connection with the Reports shall remain at all times the property of Plimsoll, and/or its licensors.
6.8 The Customer shall promptly notify Plimsoll of:
(a) any unlicensed or other unauthorised use of the whole or any part of any of the Reports (whether by the Customer or the Customer's employees, agents or any third party) which comes to (or should reasonably come to) its attention; and
(b) any allegation by any person that the Reports (or any or any part of them) infringe the rights of a third party and will assist Plimsoll in taking all steps to defend Plimsoll’s or its licensors' rights in the same.
6.9 No use of “PLIMSOLL”, “PLIMSOLL PUBLISHING” or the logos and/or other trade marks of Plimsoll (whether registered or unregistered) may be made by the Customer without the explicit written consent of Plimsoll.
6.10 This Clause 6 shall survive termination of the Contract.
7.1 Although Plimsoll endeavours to use reasonable care in generating, compiling and providing the Reports, the liability of Plimsoll for any errors or omissions therein for whatever reason is limited as set out in this Clause 7.
7.2 Without prejudice to the generality of this Clause 7, the Customer acknowledges and agrees that in respect of Reports for which the Customer has instructed Plimsoll to select the organisations analysed, the selection shall be made at Plimsoll’s sole discretion and that Plimsoll shall have no liability to the Customer in respect of the selection so made.
7.3 The content of the Reports is only for the Customer’s general information and use for the Permitted Purpose and is not intended to address the Customer’s particular needs or requirements in any way. The Reports (or any of them or any part of them) do not constitute any form of recommendation, representation, advice or endorsement and are not intended to be relied upon by the Customer in making, or not making, investments or other decisions in place of professional or other advice. The Customer is responsible for checking the content of the Reports before entering into any commitment based upon them. The content of the Reports includes information calculated by reference to data provided by third parties, which may contain errors or inaccuracies. Furthermore, such data and information may be affected by circumstances that it may not have been possible to take into account in the generation, compilation and provision of the Reports and cannot be guaranteed to be error-free. Accordingly, the Customer agrees that Plimsoll cannot and will not accept any liability for any loss whatsoever arising as a result of any reliance placed on the Reports or on any data or information contained within the Reports.
7.4 Notwithstanding anything else contained in these Conditions, Plimsoll shall not be liable to the Customer whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
7.5 If notwithstanding the above provisions of this Clause 7, Plimsoll is held to be liable to the Customer for any reason, Plimsoll’s aggregate liability to the Customer under the Contract (whether arising from negligence, breach of contract or otherwise) shall not exceed the amount of the Charges.
7.6 Except as expressly set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.7 Nothing in these Conditions shall limit or exclude Plimsoll's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation or any other liability that cannot, as a matter of law, be excluded or limited.
7.8 This Clause 7 shall survive termination of the Contract.
8.1 The Customer may cancel the Contract:
(a) by sending an email including full details of the Order (including the order number) to accounts@plimsoll.co.uk up until the time:
(i) 24 hours from the time of acceptance of the Order; or
(ii) IF EARLIER, the time of despatch of the applicable Report to the Customer. The Customer understands and agrees that the Reports will often be despatched shortly after the Order is accepted and that the Customer may therefore have only a very short period of time in which to cancel the Order; and
(b) if Plimsoll is in material breach of its obligations under the Contract.
(c) Without prejudice to the provisions of this Clause 8.1, if Plimsoll fails to meet the Customer’s expectations in any way, the Customer is asked to get in touch within 14 days.
8.2 Plimsoll reserves the right to cancel or suspend the Contract (without any liability to the Customer) if the Customer is in breach of the Contract or any other contract between the parties incorporating these Conditions.
8.3 Plimsoll shall have the right at any time by giving written notice to the Customer to terminate the Contract (in whole or in part) immediately (without any liability to the Customer) if the Customer:
(a) commits a material breach of any of the terms and conditions of the Contract;
(b) becomes insolvent, subject to an administration order or goes into liquidation;
(c) has a receiver appointed of any of its property assets;
(d) ceases or threatens to cease, to carry on business; or
(e) if Plimsoll reasonably believes that any of the events specified above, may occur.
9.1 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to Plimsoll all of Plimsoll's outstanding unpaid invoices and interest and, in respect of Reports supplied but for which no invoice has been submitted, Plimsoll shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
10.1 Each right or remedy of Plimsoll under the Contract is without prejudice to any other right or remedy of Plimsoll whether under the Contract or not.
10.2 Unless specified otherwise in these Conditions, any notice required or permitted to be given by either party to the other under the Conditions shall be in writing and addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
10.3 Plimsoll may assign, sub-license, sub-contract or otherwise transfer to any third party any of its rights or obligations under the Contract. The Customer shall not be entitled to assign its rights and/or obligations under the Contract (or any part) without the prior written consent of Plimsoll. In the event of any such assignment by the Customer, the Customer shall remain liable to Plimsoll in respect of all liabilities arising under the Contract.
10.4 Without prejudice to Clause 7, Plimsoll shall not be liable to the Customer for any loss, damage or expense incurred by the Customer by reason of the failure of Plimsoll to deliver the Reports due to any circumstances outside Plimsoll’s reasonable control.
10.5 In the event that any provision (including any sub-clause) of this Contract is held to be illegal, invalid, void or unenforceable, it shall be severed from the remaining provisions of the Contract, which shall continue in full force and effect.
10.6 Failure or neglect by either party to enforce any provision of the Contract shall not be construed nor shall be deemed to be a waiver of that party’s rights under the Contract and shall not prejudice that party’s rights to take subsequent action.
10.7 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute either party the agent of the other party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
10.8 A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or enjoy the benefit of, any term of the Contract.
10.9 The Contract contains the entire agreement between the parties in relation to the purchase by the Customer of the Reports. It supersedes any prior agreements, representations, arrangements or undertakings in relation to such subject matter, provided that nothing in these Conditions shall exclude or limit liability for fraudulent misrepresentation.
10.10 The Contract shall be governed by and interpreted in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.
10.11 These Conditions were last updated on 26 May 2011. Plimsoll reserves the right to vary these Terms & Conditions from time to time. Such variations become effective immediately upon the posting of the varied Conditions on the Plimsoll Website. By placing any Order after the Conditions are so posted, the Customer will be deemed to accept such variations.
© Plimsoll 2012
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