Shape GB Terms and Conditions
Shape GB Children’s Sizing Report – Terms and Conditions1 Definitions
“Conditions” means these terms and conditions.
“Intellectual Property Rights” means any patent, copyright, trade mark, service mark or trade name, right in software, right in design, right in databases, image right, moral right, right in an invention, right relating to passing off, domain name, right in confidential information (including trade secrets) or right of privacy, and all similar or equivalent rights in each case whether registered or not and including all applications (or rights to apply) for, or renewal or extension of, such rights which exist now or which will exist in the future in the United Kingdom and all other countries in the world;
“Report” means the Shape GB Measuring the Nation report into children’s sizing dated February 2013.
“Select Research” means Select Research Limited (company number 02921698) whose registered office is at 42 Calthorpe Road, Edgbaston, Birmingham, B15 1TS.
“You” means the party purchasing the Report.
2 Intellectual Property and Scope of Use
2.1 Select Research retains all Intellectual Property Rights in the Report, and grants You a licence to use such Intellectual Property Rights to the extent provided for in these Conditions.
2.2 In consideration of the fee You have paid Select Research for the Report, Select Research grants You a non-exclusive, non-transferable licence to use the Report for Your own internal business purposes only.
2.3 You acknowledge that the Report is confidential, and You will keep, and procure to be kept secret and confidential the Report and shall not use nor disclose the same or any part thereof without the prior written consent of the other party.
2.4 You may disclose the Report to an employee, consultant, sub-contractor or agent to the extent necessary for Your use of the Report in accordance with this clause 2, provided such disclosure is subject to obligations equivalent to those set out in these Conditions. You shall use Your best endeavours to procure that any such employee, consultant, sub-contractor or agent complies with such obligations. You will be responsible to Select Research in respect of any disclosure or use of the Report by a person to whom disclosure is made.
2.5 You shall not copy, adapt or modify the Report in any way without the prior written consent of Select Research. The Report is encrypted and any unauthorised copies may be tracked.
2.6 You agree not to remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in the Report.
3 No Warranty
3.1 No warranties are given in these Conditions in respect of the Report and all other terms express or implied (whether implied by statute, common law or otherwise) are hereby excluded to the fullest extent permitted by law.
4 Limitation of Liability
4.1 Nothing in these Conditions excludes or limits Select Research’s liability for death or personal injury caused by Select Research’s negligence, fraud or fraudulent misrepresentation, or any liability which cannot legally be excluded or limited.
4.2 Subject to Clause 4.1 Select Research is not liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise in connection with this Agreement for any loss of profit, loss of revenue, loss of business or loss of anticipated savings, in each case whether direct or indirect, or for any indirect, special or consequential loss or damage, howsoever arising.
4.3 Subject to Clauses 4.1 and 4.2 Select Research’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise in connection with these Conditions shall not exceed the fee You have paid Select Research for the Report.
5.1 You shall not sub-licence, assign, novate, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights under this Agreement without Select Research’s prior written consent.
5.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Conditions. No person who is not a party to these Conditions (including any employee, officer, agent, representative or sub-contractor of either party) shall have the right (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term of these Conditions which expressly or by implication confers a benefit on that person.
5.3 These Conditions set out the entire agreement between the parties in relation to its subject matter and overrides any prior correspondence or representations.
5.4 Any variation to these Conditions must be in writing and signed by a duly authorised representative of each of the parties to these Conditions.
5.5 The waiver by either party of any breach of these Conditions shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision. Any waiver of any breach of these Conditions shall be in writing
5.6 If any provision of this Agreement is ruled to be invalid for any reason, that invalidity will not affect the rest of this Agreement which will remain valid and enforceable in all respects.
5.7 These Conditions and any issues, disputes or claims arising out of or in connection with it (whether contractual or non-contractual in nature such as claims in tort, from breach of statute or regulation or otherwise) shall be governed by, and construed in accordance with, the laws of England and Wales.
5.8 All disputes or claims arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the English and Welsh Courts to which the parties irrevocably submit.
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