Please read these terms and conditions carefully as they govern, amongst other things, your use of our Website, Reports and Marks, and they also limit our liability to you. References to "we", "our" and "us" refer to Chartis Research Limited incorporated in England (number 05127805) and whose registered office is at 100 Pall Mall, London SW1Y 5NQ and references to "you" and "your" are to the person who uses our Website and/or on whose behalf an Order is placed (including your legal successors and permitted assignees).
If you have any questions please email us at firstname.lastname@example.org.
1 Quality Guarantee
1.1 If you are not satisfied with the quality of a Report you have ordered then you may obtain a full refund. If you would like a refund then you must notify us in writing within 14 days of the date of your order. Although we offer you a right to a refund without conditions, we do ask that you provide us with sufficient details and information of your reason for requesting a refund so that we may better understand any concerns identified.
2.1 When you click the "Order Now" button in respect of any of our Reports through our Website that shall be your unconditional and irrevocable offer to buy the relevant Report selected in the Order. Such offer shall only be binding when accepted by us. Acceptance shall be deemed when we deliver the Report to you.
2.2 You confirm that the person who places an Order for our Reports and Website has the authority to do so and binds you.
3 Intellectual Property
3.1 You agree and acknowledge that all Intellectual Property Rights in all our Reports and Website and all the material and information contained in our Reports and Website belongs to us or our licensors. You shall not obtain any Intellectual Property Rights in our Reports and Website.
3.2 You may not use any Marks without our prior written permission.
4 Licence of our Reports
4.1 We Licence our Reports on either a single user or corporate basis as follows:
4.1.1 If our Reports have been ordered on a single user basis then they may only be used by the one person whose name is identified on the Order; and
4.1.2 If our Reports have been ordered on a corporate basis then they may only be used by the employees of the one entity whose company name is identified on the Order. For the avoidance of doubt the company name identified on the Order shall not include your Affiliates.
4.2 All Licences of our Reports are granted, subject to these Terms and Conditions, for your sole use and benefit on a non-exclusive and non-transferable basis.
4.3 All Licences of our Reports and Website permit you, for your own internal business purposes only, to retrieve and display the Reports on a computer screen and print individual pages on paper and store such pages in electronic form on disk and on your PC (but not on any other server or other storage device connected to an external network).
4.4 You may not (without contacting us to obtain prior written permission):
4.4.1 sell, market or redistribute any of our Reports or any material contained within our Reports and Website (including by using it as part of any library, archive or similar service);
4.4.2 remove the copyright or trademark notice from our Reports and Website;
4.4.3 create a database in electronic or structured manual form by systematically downloading and storing all or any of our Reports;
4.4.4 extract any of the contents from our Reports and Website including text, charts and figures; or
4.4.5 modify, reproduce, develop or in any way commercially exploit any of our Reports and Website content or any material contained within our Reports and Website.
4.5 The Licences of our Reports are subject to any guidelines that we may from time to time issue with respect of the Report.
4.6 The Licences of our Reports shall continue indefinitely unless terminated in accordance with clause 12.
4.7 Where a Licence of our Reports or Website content is granted on a corporate basis you shall make reasonable endeavours to ensure that all your employees, members, directors, partners, whatever the case may be, comply with these Terms and Conditions.
4.8 If you become aware of any potential or actual infringement or misuse of our Reports and Website or Intellectual Property Rights, you shall promptly notify that to us.
5 Consequences of breach of licence
5.1 We take the protection of our Intellectual Property Rights seriously. If proceedings were to become necessary, for example, because of a breach of the Licence of any of our Reports, the remedies available to us include an injunction, damages or an account of profits, legal costs and interest. Damages may be in the region of a minimum of £50,000 for each breach.
6 Citation Terms
6.1 All external or commercial citation of our Reports, Website content and Marks are prohibited without our express written permission. This includes, but is not limited to, uses of our Reports and Website or any of their contents in advertisements, press releases, analyst briefings and any sales collateral in any and all types of media.
6.2 All citation requests are reviewed by us on a case-by-case basis.
6.3 To seek our approval relating to any permission contact email@example.com providing full citation and context for your request. Please include a draft copy of any press releases and other marketing material such as newsletters, email campaigns, direct mail, etc. We will charge an administration fee for reviewing citation requests. This fee will reflect the time required to check accuracy and legal impact of the use of our Marks. The administration fee will be communicated within two business days of the citation request and before the start of the approval process.
6.4 We reserve the right to change these citation terms at any time, without notice.
7.1 The fee for our provision of our Reports ("Fee") is priced in accordance with the Order and payable within 14 days of our invoice.
7.2 All Fees are exclusive of VAT.
7.3 We shall invoice you as soon as reasonably practical following receipt of your Order. Time for payment of the Fee shall be of the essence.
7.4 If you fail to pay any amount due to us under these Terms and Conditions, then we shall be entitled but not obliged to charge interest (both before as well as after judgment) at the rate of 4% per annum above the base rate for the time being of HSBC Bank plc. Such interest shall accrue on a daily basis and be compounded quarterly.
7.5 The Fee for a report does not include any updates to the report. If you wish to receive any updated report which we may publish from time to time then you will be required to purchase such updated Reports as a new order and pay the then published rate.
7.6 All payments to be made by you to us under these Terms and Conditions shall be paid without deduction set-off, counter-claim or other withholding.
8 Your Acknowledgements and Obligations
8.1 You acknowledge that we are an independent research, publishing and advisory firm. As such the views expressed in our Reports and Website will reflect our analysts' views. Opinions and recommendations contained in such Reports and Website are submitted solely for advisory and information purposes and are not intended as an offering or a solicitation to buy or sell any securities mentioned.
8.2 None of the analysts responsible for research own shares in the companies analysed in the Investment and Equity Research Reports. Nor do we or the analysts mentioned hold any other securities or derivatives (including options and warrants) in the companies concerned.
8.3 Our research is issued in good faith but without legal responsibility and is subject to change or withdrawal without notice. We do not warrant the accuracy, completeness or adequacy of our advice or the contents of our Reports and Website for any purpose or that our advice and Reports and Website content will meet with your requirements. We do not guarantee that our research will result in the identification of all matters which may be of interest to you.
8.4 Our investment and equity research is provided for the use of the professional investment community, market counterparties and sophisticated and high net worth investors as defined in the rules of the regulatory bodies. It is not intended to be made available to unsophisticated individuals. Any such individual who comes into possession of our equity and investment research should consult their properly authorised professional adviser. You are also solely responsible for how you use our advice and the information and materials in any Report and our Website.
8.5 Past performance is not necessarily a guide to the future and the price of shares, and the income derived from them, may fall as well as rise and the amount realised may be less than the original sum invested.
8.6 Our Reports and Website must not be accessed or used in any way that would be illegal in any jurisdiction.
8.7 We are regulated in the UK by the Financial Services Authority (FSA) and are authorised to provide investment advice.
8.8 You acknowledge that you hold adequate and suitable professional indemnity insurance in relation to any professional service that you provide.
8.9 You shall not disclose any of the Reports or divulge their contents to any third party without our prior written consent (which we may withhold or grant subject to conditions, at our complete discretion). Irrespective of whether we provide any consent for you to disclose our Reports and Website content or their contents to a third party, we shall never assume any responsibility to any third party to which a Report or its contents are disclosed or otherwise made available.
8.10 You shall keep our Reports and Website and their contents on a strictly confidential basis, and it is your responsibility to ensure that no third party gains access to our Reports and Website or their contents.
8.11 You warrant that you have the full power and authority to comply with these Terms and Conditions.
8.12 You shall comply with all applicable laws in performing your obligations and exercising your rights under these Terms and Conditions.
9 Our Obligations
9.1 We aim to email the Report in the Order in PDF format by email to the email address notified to us in the Order within 2 business days following our receipt of the Order. If we receive an order during a day which is not a business day, then the time for receipt shall commence on the next day which is a business day.
10.1 We warrant to you that we will use all reasonable skill and care to ensure the contents of our Reports are in accordance with the specification of the Reports available on our Website at the time of the Order. All other conditions, warranties or other termsrelating to the supply of our Reports or their contents which might otherwise be implied in these Terms and Conditions or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
11.1 Nothing in these Terms and Conditions shall operate to exclude or limit our liability for:
11.1.1 death or personal injury caused by our negligence; or
11.1.2 fraud; or
11.1.3 any other liability which cannot be excluded or limited under applicable law.
11.2 We shall not be liable to you for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
11.3 Subject to clause 11.1, our aggregate liability in respect of any claims arising out of or in connection with any Licence of any of our Reports and Website, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total Fee payable (and paid) by the you in respect of that Report.
11.4 You shall indemnify and keep us indemnified against all liabilities, losses, proceedings, claims and demands brought or threatened against us by any party other than you and any reasonable costs and expenses relating thereto, arising out of or in connection with your breach of any of these Terms and Conditions, regardless of whether such breach is later remedied and regardless of whether or not we have been negligent.
11.5 You shall indemnify and keep us indemnified against all liabilities, losses, proceedings, claims and demands and any reasonable costs and expenses relating thereto, arising out of or in connection with your breach of any of these Terms and Conditions.
12.1 Subject to early termination under clause 12.2, the Licence of any Report you have ordered shall continue indefinitely.
12.2 The Licence to use our Reports may be terminated by written notice if you are in material breach of these Terms and Conditions and the breach is not remedied within the period of 14 days after written notice of the breach has been given to you. If we reasonably believe you are in breach of the Licence we may suspend your right to use the Reports at any time.
12.3 On termination of a Licence to use our Reports:
12.3.1 all provisions of the Licence shall cease to have effect, except that any provision which can be reasonably inferred as continuing, or is expressly stated to continue, shall continue in full force and effect; and
12.3.2 you shall promptly return to us, or certify the destruction of the Report.
14 Non-Solicitation of Personnel
14.1 In order to protect our confidential information and business connections you covenant with us that you shall not directly or indirectly and either on your own behalf or on behalf of or in conjunction with, any firm, company or person, for 6 months after the date of the Order, offer to employ or engage or otherwise endeavour to entice away from us any person who is employed or engaged by us in the preparation of the Report/s contained in the Order.
15.1 All notices shall be given to us via email at firstname.lastname@example.org or by post at the address referred to at the top of these Terms and Conditions; or to you at either the email or postal address you provide during any ordering process.
15.2 Notice will be deemed received when an email is received (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.
16.1 The following words and expressions shall have the following meaning in these Terms and Conditions:
16.1.1 Affiliates: means in relation to the company name you specified on an Order, any company which is for the time being a holding company of that party or a subsidiary of that party or of any such holding company.
16.1.2 Force Majeure Event: any event arising that is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).
16.1.3 Intellectual Property Rights: means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application) including copyright, know-how, confidential information, trade secrets, business names and domain names, any and all Marks, patents, design rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
16.1.4 Licence: means as the case may be either the single-user licence or a corporate licence (as selected by you at the time of your Order) to any of our Reports subject to these Terms and Conditions.
16.1.5 Marks: means any and all of our or our licensor's trademarks, trade names, service marks, logos, URLs or identifying slogans and whether or not registered including "Chartis Research" and "RiskTech100 TM".
16.1.6 Order: means an order by you through our Website for any of our Reports in accordance with these Terms and Conditions.
16.1.7 Reports: means any of our Reports which we may from time to time publish.
16.1.8 Website: means our website at http://www.chartis-research.com.
16.2 In these Terms and Conditions:
16.2.1 Clause headings do not affect the interpretation of these Terms and Conditions.
16.2.2 References to clauses are (unless otherwise provided) references to the clauses of these Terms and Conditions.
16.2.3 Words in the singular include the plural and those in the plural include the singular.
16.2.4 References to including and include(s) mean respectively including without limitation and include(s) without limitation.
16.3 We may transfer and/or assign our rights and/or our obligations under any Licence. This will not affect your rights under such Licence. You may not transfer any of your rights or obligations under any Licence.
16.4 Nothing in these Terms and Conditions shall confer your rights on any other person.
16.5 If you breach these terms and conditions and we ignore this, we will still be entitled to use our rights and remedies at a later date or in any other situation where you breach these Terms and Conditions.
16.7 If either of us becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay to perform our obligations under any Licence such party shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay shall continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.
16.8 All Licences are made solely for your benefit and they are not intended to benefit, or be enforceable by, any other person.
16.9 If any provision (or part of a provision) of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. 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.
16.10 These Terms and Conditions shall be governed by English law.
16.11 We will try to solve any disagreements quickly and efficiently. If you want to issue court proceedings in relation to this agreement you must do so in the United Kingdom.