1. INTRODUCTION
1.1 Infopro Digital Services Limited t/a Chartis (“Chartis”) is a provider of customised research, market insights, guidance, materials and products, some of which comprise the Products (as defined).
1.2 The following terms and conditions (“these Terms”) shall be incorporated into all agreements for the provision of Products by Chartis via the Membership (as defined).
2. DEFINITIONS
2.1. In these Terms, the following expressions shall have the meanings set against them unless the context is inconsistent therewith:
Agreement: these Terms and the applicable SoW and Order;
Chartis Intellectual Property Rights: all Intellectual Property Rights owned and/or controlled at any time by Chartis.
Client Intellectual Property Rights: all Intellectual Property Rights owned and/or controlled at any time by You.
Data Protection Laws: any applicable laws relating to the processing and/or use of Personal Data and privacy, as applicable to the parties and/or the Services, including (i) the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, SI 2003/2426, and any laws or regulations implementing Directive 95/46/EC or Directive 2002/58/EC; and/or (ii) the General Data Protection Regulation (EU) 2016/679 as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018; (ii) any judicial or administrative interpretation of any of (i) and (ii) above, any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant data protection regulatory authorities.
Deliverables: those Products and/or other services to be provided pursuant to an applicable SoW and Order.
Developed IPR: all Intellectual Property Rights arising in relation to any Deliverables which are either:
(a) originated, created or developed by Chartis or for You or on Your behalf for the purpose of the performance of this Agreement (whether by its employees, agents, sub-contractors, contractors, or otherwise howsoever);
(b) originated, created or developed jointly by or for or on behalf of Chartis and You for the purpose of the performance of this Agreement (whether by their respective employees, agents, sub-contractors or otherwise howsoever).
Force Majeure Event: any event affecting the performance of any provision of these Terms arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, illness or incapacity of the Instructor, structural damage, epidemic or other natural physical disaster, transport, disruptions, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body.
Logo: such logo and/or visual design created by Chartis from time to time in respect of its published awards, rankings or otherwise.
Membership: an entitlement, whose duration shall be set out in the Order, to the Membership Services and to order the Products settling relevant fees due to Chartis by Options or otherwise pursuant to these Terms.
Membership Services: the provision of access to (a) Chartis online research and (b) dedicated telephone and email support from Chartis research analysts.
Option: a non-refundable credit that may be redeemed against the price of Products from time to time as set out in the Order (expressed in Options or parts thereof) and which will expire at the termination of this Agreement or 12 months from purchase (whichever is sooner);
Order: the order form signed by the Parties setting out certain agreed particulars in respect of the delivery of the Services pursuant to this Agreement.
Products: those advisory, analysis and information services and/or offerings (including, without limitation Logo licences) provided by Chartis to its customers and clients from time to time.
Services: the provision of access to the Deliverables;
SoW: the statement of work signed by the parties setting out certain agreed particulars in respect of the delivery of the Services pursuant to this Agreement, including, for the avoidance of doubt, a list of the Deliverables to be supplied and the prices thereof by reference to the Tarriff.
Workshops: any part of the Deliverables in which representative(s) of Chartis meet You (whether by roundtable format or otherwise) to provide presentations and/or guidance on topics associated with other parts of the Deliverables or such topics as the parties have previously agreed.
3. YOUR ACCEPTANCE OF THESE TERMS
3.1 By purchasing a Membership, you agree to be legally bound by these Terms, and that your use of the Products will be on these Terms alone.
3.2 Chartis reserves the right to change these Terms from time to time. You are responsible for regularly reviewing these Terms and any amended terms notified to you. Your continued use of the Products constitutes your agreement to these Terms as amended. Chartis will be bound by any amendment to these Terms only to the extent that such amendments have been approved in writing by an authorized signatory of Chartis.
4. FEES AND EXPIRY
4.1. Any purchase of the Products pursuant to these Terms shall require:
(a) your written confirmation of the quotation previously received from Chartis outlining the price in Options or in cash (as the case may be) thereof and the arrangements for the provision of the Services; and
(b) an Order and/or SoW.
4.2. No refunds will be made in the event that all or any part of any Options previously purchased remain unredeemed at either:
(a) the expiry or early termination of this Agreement; or
(b) the expiry of the period during which the Option may be exercised.
5. CANCELLATIONS
5.1 No exchanges will be provided in respect of any cancellations that are notified to Chartis less than 48 (forty-eight) hours in advance of the scheduled time for delivery of any Workshop. For the avoidance of doubt, no refunds will be provided in respect of any cancellations and Chartis reserves the right to recover any costs incurred in respect of such cancellation.
5.2 If a Chartis representative becomes ill or temporarily unavailable on short notice, Chartis will use all reasonable efforts to reschedule the Workshop at a time and date that is convenient to you.
6. DATA PROTECTION
6.1 In this clause 6, the words ‘processor’, ‘controller’, ‘data subject’, ‘personal data’, ‘processing’ and ‘personal data breach’ shall have the meanings set out in the Data Protection Laws.
6.2 To the extent that Chartis processes personal data on Your behalf as a data processor, it shall:
(a) process personal data only in accordance with Your instructions given under these Terms;
(b) ensure that persons acting on its behalf in the processing of personal data are under a contractual or statutory obligation of confidentiality.
6.3 Chartis shall implement and maintain (and at all times comply with) appropriate technical and organisational measures in relation to its processing of personal data:
(a) such that the processing will meet the requirements of Data Protection Laws and ensure the protection of the rights of Data Subjects; and
(b) so as to ensure a level of security in respect of personal data processed by it that is appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed.
6.4 Chartis shall:
(a) notify You without undue delay if it becomes aware of any personal data breach and, at Your request, provide You with such information and assistance on such breach as You may reasonably require to fulfil Your obligations under Data Protection Laws;
(b) refer to You any requests from Data Subjects for access to or rectification, erasure or blocking of personal data, and provide reasonable assistance to You, by implementing appropriate technical and organisational measures, for the fulfilment of such requests;
(c) to the extent permitted by law, notify You of any requests from data protection or law enforcement authorities in relation to the personal data;
(d) at Your option, delete or return, the latter if technically and reasonably possible, the personal data after the end of the provision of the Services, unless retention of such data is required by any applicable law.
6.5 With reasonable advanced written notice and subject to third-party confidentiality obligations, You may, at Your expense, conduct or instruct a third party to conduct audits, including inspections to confirm Chartis’ compliance with this clause 6. Such audits will be reasonable in scope, will occur at mutually agreeable times, and will not unreasonably interfere with Chartis’ business operations.
6.6 You acknowledge and agree that Chartis and/or its Affiliates may continue to engage existing Affiliates and/or third party (sub)processors without (prior) written consent in accordance with the following:
(a) Chartis and/or its Affiliates shall ensure that their obligations under these Terms are incorporated in relevant agreements with their (sub)processors and shall remain responsible to You for their (sub)processors’ compliance with such obligations.
(b) Chartis shall provide You with a list of current (sub)processors on request and notify You of any new (sub)processors engaged as appropriate.
(c) In the event that You have reasonable objections to the engagement of a new (sub)processor, You shall notify Chartis in writing of such objections within 30 (thirty) days of Chartis’ notification in which case it may, at its option, terminate this Agreement on written notice to You.
7. TAX EVASION FACILITATION PREVENTION
7.1 You will ensure that You will not by any act or omission commit, or cause, facilitate or contribute to the commission by any person including Chartis, of a criminal evasion of tax in connection with the performance of the Services and these Terms.
7.2 You will not solicit or engage with or take steps to solicit or engage with any person associated with Chartis to facilitate the criminal evasion of tax in connection with the performance of the Services and these Terms.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 You may use the Logos to market and promote to third parties your receipt of the awards associated therewith PROVIDED THAT you shall not use the Logos in any way than might indicate that we are solely or jointly responsible for your organisation, products, services, website or publications.
8.2 You must not use our Logos:
(a) as your own logo;
(b) in combination with, or as a part of your name or logo;
(c) with equal or greater prominence to that afforded to your own logo.
(d) You shall always use or reproduce the Logos in their entirety without any modification.
(e) Your use of the Logos must not adversely affect our rights in the Logos including its ability to serve as a trade mark, or adversely affect our reputation.
8.3 Save to the extent set out in an SoW, all right, title and interest in the Client Intellectual Property Rights and all goodwill associated therewith shall as between the parties vest and remain vested in You or Your nominees at all times.
8.4 Save to the extent set out in an SoW and subject to clause 9.6, all right, title and interest in the Chartis Intellectual Property Rights and all goodwill associated therewith shall as between the parties, vest and remain vested in Chartis or its nominees at all times.
8.5 Except as expressly set out in this Agreement, this Agreement does not assign nor does it constitute an agreement to assign any Intellectual Property Rights of either party existing as at the date of this Agreement or created independently of this Agreement.
8.6 With regard to the Developed IPR, Chartis hereby agrees to assign to You (or Your nominees) with full title guarantee by way of future assignment all Intellectual Property Rights in any such Developed IPR with the intent that the same shall vest in You (or Your nominees) forthwith upon the same coming into existence free from all liens, charges and encumbrances.
8.7 Chartis shall (and shall procure that any third party shall) do all acts and things and execute all documents as may be reasonably required by You to vest ownership in You (and/or Your nominee absolutely) of all right, title and interest in the Developed IPR.
8.8 You hereby grant to Chartis a perpetual, royalty free, non-exclusive licence to use the Client Intellectual Property Rights solely for the purposes of performing its obligations, rights and responsibilities under this Agreement and for providing the Deliverables. Such licence shall be for the benefit of Chartis, its employees and, where relevant, any approved sub-contractors.
8.9 Chartis hereby grants to You (or, where applicable, shall procure the grant to You) a non-exclusive royalty-free licence to use the Chartis Intellectual Property Rights solely for the purpose of enabling You to:
(a) receive and use Deliverables in accordance with this Agreement; and/or
(b) modify and adapt the Developed IPR.
9. RESPONSIBILITY FOR END USERS
9.1. You and each end user are solely responsible in all respects for protecting the confidentiality of any username and password given to you or an end user or selected by you for access to or use of any part of the Deliverables. Your username and password may only be used by you personally and you must not share it with or transfer it to any third parties. You are solely responsible for any and all activities that occur under your username, password and account. You must also take all steps necessary to ensure that no part of any Deliverable is accessible to an end user after his or her employment with you ends. You will be required to cooperate with our reasonable requirements from time to time in this regard.
9.2 You must notify Chartis immediately of any unauthorized use of your password or any other breach of security regarding the Deliverables which comes to your attention.
9.3 Chartis will not be liable for any loss that you may incur as a result of a third party using your password or account. However, you may be liable for losses incurred by Chartis as a result of someone else using Your password or account.
10. PHOTOGRAPHY AND FILMING
10.1 Photographs may be taken during a Workshop by an official photographer, which may be used in publicity and on future marketing materials provided that Chartis has given You prior written notice thereof. If any of Your staff do not want their photograph to be taken or used in this way, Chartis must be notified prior to the date of the Workshop.
10.2 You are strictly prohibited from filming or recording any Workshop without Chartis’ prior written consent.
11. INDEMNITY
You agree to indemnify Chartis in respect of any costs, claims, demands, losses or liabilities (including reasonable legal fees) incurred by Chartis as a result of or arising in any way from a claim by a third party which results from any breach by you of the provisions contained in these Terms.
12. WARRANTIES & EXCLUSIONS
12.1. The Deliverables do not constitute financial or legal advice. Neither Chartis nor any other Chartis entity accepts any responsibility or liability for any loss which may arise from reliance on information contained within the Deliverables.
12.2 Chartis does not make any warranty or representation that the use by you of any part of the Services which involves the use of indicative and/or predictive systems or data models or techniques will achieve any particular result for you and You acknowledge that the Services are not intended to be used as the sole basis for any business decision made by You or Your Affiliates.
13. LIMITATION OF LIABILITY
13.1. Nothing in these Terms shall operate to exclude or limit Chartis’ liability for:
(a) death or personal injury caused by the negligence of Chartis, its servants, agents, employees or subcontractors;
(b) any breach or contravention of the conditions implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
(c) fraudulent misrepresentation; or
(d) any breach of any implied term which cannot be excluded or limited.
13.2. Subject to clause 13.1, Chartis shall not be liable to you or any third party for any loss or damage to or costs in respect of:
(a) loss of profit, anticipated profits, revenues or anticipated savings, goodwill or business opportunity, or;
(b) loss of data, or
(c) indirect or consequential loss or damage,
regardless of whether any of the matters listed in (a), (b), and (c) above are foreseeable, known, foreseen or otherwise.
13.3. Subject to clause 13.1, the maximum liability of Chartis arising out of or in connection with any agreement made pursuant to this Agreement or any collateral contract, whether in contract, tort (in each case including negligence) or otherwise shall in no circumstances exceed the sum paid by you to Chartis in the twelve-month period immediately preceding the event giving rise to the claim.
13.4. Neither party shall be liable to the other for any failure or delay in the performance of its obligations under this Agreement caused by circumstances or supervening events beyond the contemplation of the parties at the time the terms of this Agreement became binding upon them, and which are beyond that party’s reasonable control.
14. TERMINATION & ACCESS RESTRICTION
Chartis shall have the right, at any time by serving written notice on you (which notice may be served by the sending from our server of an email to the email address set out on the Registration Form), to cancel your Membership and access to the Deliverables if you are in breach of any material term of the Agreement. Chartis reserves the right, in its sole discretion, to suspend Your access to the Deliverables at any time without notice in the event of Your default under the terms of this Agreement.
15. FORCE MAJEURE
15.1 Any party that is subject to a Force Majeure Event shall not be in breach of these Terms and shall be excused from performance under these Terms while and to the extent they are unable to perform due to any Force Majeure Event, provided that:
(a) it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
(b) it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
(c) it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under these Terms in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
15.2 The parties will negotiate in good faith to make mutually convenient alternative arrangements for provision of those Deliverables negatively affected by the relevant Force Majeure Event.
16. COMPLIANCE
16.1 Each of the Parties represents and undertakes:
(a) to strictly comply with all applicable laws and regulations against corruption and bribery in the performance of its obligations under this Agreement (“Anti Bribery Laws”).
(b) not to directly or indirectly offer, grant, solicit or receive from a third party an undue advantage with a view to performing, delaying or omitting to perform an act required in connection with the performance of its obligations under this Agreement;
(c) not to abuse its actual or ostensible influence over a third party in order to obtain from such third party an advantage in favour of the other Party;
(d) will implement and maintain adequate procedures to ensure that bribes or improper payments or advantages are not made or received directly or indirectly on its behalf;
(e) to provide the other with any assistance that may be necessary to respond to a request from a duly authorised authority relating to compliance with Anti Bribery Laws.
16.2 Each Party represents and warrants to the other that no payment (including fees, without limitation, commissions or any other improper financial advantage) nor anything of value (including, without limitation, improper gifts, travel, meals or entertainment) has been or will be offered directly or indirectly, to any employee, director or officer of the other Party for the purpose of obtaining the execution or renewal of this Agreement.
16.3 Each of the Parties shall comply with all applicable trade sanctions laws and regulations (together, “Economic Sanctions”).
16.4 Each Party represents and warrants that it is not:
(a) owned or controlled, directly or indirectly, by an entity or person subject to Economic Sanctions; or
(b) registered, located or resident in a country or territory subject to Economic Sanctions.
16.5 Each party shall ensure that it makes no use of indentured, slave or trafficked labour in the performance of its obligations herein.
17. GENERAL
17.1. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of the Terms shall continue in full force and effect.
17.2. For the purposes of the Contracts (Rights of Third Parties) Act 1999:
(a) Chartis’ employees, sub-contractors and suppliers shall have the benefit of Clause 8 (Intellectual Property) in relation to their own intellectual property, Clause 11 (Indemnity), Clauses 12 (Warranties and Service Exclusions), and 13 (Limitation of Liability);
(b) Subject to clause 17.2(a) above, these Terms are not intended to, and do not, give any person who is not a party to them any right to enforce any of their provisions.
17.3. The benefits and obligations conferred by these Terms upon you are personal to you and shall not be assigned, delegated, transferred, sub-contracted or encumbered or otherwise made available or disposed of without the express prior written consent of Chartis.
17.4 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17.5 Any notice to be served pursuant to these Terms shall be sent by email to the address you advise, or, in Chartis’ case to legaldept@infopro-digital.com or such other address as Chartis advise to you from time to time.
17.6 This Agreement constitutes the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of these Terms shall be for breach of contract under these Terms.
17.7 English law governs these Terms and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales in respect of all claims (including non-contractual claims).
17.8 These Terms may be executed by electronic signature. You hereby waive any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to these Terms for the purposes of proceedings issued in respect of any of its terms.