Terms and Conditions of License of eBooks and Digital Products

  1. Informa UK Limited (registered in England; no 1072954) (trading as Taylor & Francis Group) having its registered office at 5 Howick Place, London, SW1P 1WG and its successors in business and assigns (the "Publisher") publishes eBooks and other digital products including the Licensed Materials.
  2. The Licensee wishes to license the Licensed Materials, to be accessed via the Online Services by the Authorised Users, as defined below, and the Publisher agrees to supply the same to the Licensee on the terms and conditions of this Agreement.
  1. KEY DEFINITIONS AND INTERPRETATION
    1. In this Agreement, the following terms shall have the following meanings: -
    2. Agreement these terms and conditions and the Order Form the Confirmation Email, as applicable;
      Annual Maintenance Fee the fee, payable annually by the Licensee as set out in the Order Form or the Confirmation Email, as applicable, for ongoing maintenance of and access to the Perpetual Licensed Materials via the Online Services;
      Authorised Users persons who are permitted to access the Licensed Materials through the Online Services or through a Secure Network from the Library Premises or from such other places where Authorised Users work or study (including but not limited to Authorised Users’ offices and homes, halls of residence and student dormitories) and who have been issued by the Licensee with secure authentication access or other currently valid authentication together with other persons who are permitted to use the Licensee's library or information service and access the Secure Network but only from computer terminals within the Library Premises. Authorised Users shall include, but not be limited to, (i) faculty members of the Licensee (including permanent, temporary, contractor or exchange faculty for the duration of their assignment); (ii) enrolled post-graduate and undergraduate students of the Licensee; (iii) Licensee's staff members (whether on a permanent, temporary, contractor visiting basis); and (iv) contract personnel directly involved in educational and research activities of the Licensee;
      Confidential Information in relation to each party, means all information not publicly known and which is used in or otherwise relates to that party's business, customers or financial or other affairs, including without limitation information relating to: (i) the marketing of products or services including without limitation customer names and lists and other details of customers, financial information, sales targets, sales statistics, market share statistics, prices, market research reports and surveys, and advertising and other promotional materials; (ii) trade secrets and know-how; personnel, agents, third party intermediaries and suppliers; and (iii) future projects, business development or planning, commercial relationships and negotiations, and information identified as confidential information in clause 12;
      Confirmation Email the email sent to the Licensee by the Publisher confirming the Licensee's order of Licensed Materials through the Website, governed by these terms and conditions;
      Commercial Use use by any persons (including by or for the Licensee or an Authorised User) of the Licensed Materials for any commercial purpose or for direct or indirect financial reward, value or compensation (including, but not limited to, the sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Materials). For the avoidance of doubt, neither recovery of direct costs by the Licensee from Authorised Users, nor use by the Licensee or by an Authorised User of the Licensed Materials in the course of research funded by a commercial organisation, is deemed to be commercial use;
      DRM means digital rights management being access control technology which provides a means of restricting usage of the Licensed Materials;
      Fee(s) the fee(s) and charges for the Licensed Materials, agreed between the Licensee and Publisher, as set out in the Order Form or in the Confirmation Email, as applicable. The Fees shall include any additional charges such as the Annual Maintenance Fee, if applicable;
      Intellectual Property Rights Means patents, trade marks, trade names, design rights, copyright (including rights in computer software and moral rights), database rights, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world;
      Library Premises if applicable, means the physical premises of the library or libraries operated by the Licensee at the site specified in the Order Form. A single site is a single contiguous geographic region from within which the Authorised Users can access the Online Services and the Licensed Materials over the Secure Network;
      License the licence granted by the Publisher to the Licensee under clause 3.2 below;
      Licensed Material/s means books, serials, or other literary work(s), graphics, cover art or other images in digital format suitable for online viewing, printing, copying and/or pasting (eBook(s)) and materials ordered from time to time by Licensee from the Publisher, comprising of Perpetual Licensed Materials and/or Subscription Products, as set out in the Order Form or the Confirmation Email, as applicable;
      Licensee the person, entity or party who receives access to the Licensed Materials under this Agreement, as defined in the Order Form or Confirmation Email;
      Licensee Data The data inputted by the Licensee, Authorised Users, or the Publisher on the Licensee's behalf for the purpose of using the Online Services or facilitating the Licensee's use of the Online Services;
      Online Services the electronic and/or digital delivery method or platform used by Publisher from time to time for delivering the Licensed Materials;
      Order Form the Licensee's order form governed by these terms and conditions and signed by both parties;
      Personal Use use in a way which does not directly or indirectly profit any user or third party in commercial terms and constitutes private use without external dissemination of the information or data to any third parties;
      Perpetual Licensed Material/s the Licensed Materials made available to the Licensee and the Authorised Users for a once-off Fee for an indefinite period, subject to the terms of this Agreement, and in accordance with the Licence granted to the Licensee under clause 3.2.1 below;
      Restrictions the terms of use and restrictions on the use of the Licensed Materials by the Licensee, Authorised User or any third party, as outlined in clauses 5, 6 and 7 of this Agreement. Any breach of these Restrictions will be deemed a material breach of this Agreement;
      Secure Network A network (whether a standalone network or a virtual network within the Internet) which is only accessible to Authorised Users approved by the Licensee whose identity is authenticated at the time of log-in, and periodically thereafter consistent with current best practice;
      Subscription Product/s the Licensed Materials made available to the Licensee and the Authorised Users for an annualised Fee for a period defined in the Order Form, subject to the terms of this Agreement, and in accordance with the Licence granted to the Licensee under clause 3.2.2;
      Term the period that the Licensed Materials are licensed to the Licensee in accordance with this Agreement, and as stipulated in the Order Form or the Confirmation Email, as applicable. Licensed Materials are either provided on a perpetual or subscription basis, as further detailed in clause 16 below.
      Website the Publisher's online platform ( https://taylorfrancis.com/ ) through which the Licensee can access the Licensed Materials
    3. The Licensee and Publisher shall be referred to individually as the “party” or collectively as the “parties”, as the context requires.
    4. Clause and paragraph headings shall not affect the interpretation of this Agreement. References to clauses are to the clauses of this Agreement.
    5. A person includes an individual, corporate or unincorporated body (whether or not that individual or body has a separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    6. Words in the singular shall include the plural and vice versa.
    7. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
  2. ORDERS FOR LICENSED MATERIALS
    1. The Order Form constitutes an offer by the Licensee to purchase a licence to access and use the Licensed Materials for the Fee in accordance with the terms of this Agreement.
    2. The order placed within any such Order Form shall only be deemed to be accepted once both parties sign the Order Form.
    3. Additional provisions relating to online orders are set out in clause 11.
  3. LICENCE AND RIGHTS
    1. The Licensee acknowledges and agrees that the Publisher and/or its licensors own all Intellectual Property Rights in the Online Services and the Licensed Materials. Except as provided in the Licence in clause 3.2 below, this Agreement does not transfer ownership to or grant the Licensee or the Authorised Users any additional rights to the Intellectual Property Rights incorporated in the Online Services or the Licensed Materials.
    2. In consideration for the Licensee's payment of the Fee, the Publisher grants to the Licensee for the Term:
      1. for Perpetual Licensed Materials, a non-exclusive, perpetual and non-transferable right to allow Authorised Users to, subject to availability, (i) access and use the Online Services; and (ii) access and use the Perpetual Licensed Materials, for the purposes of research, teaching and private study only and subject always to the terms and conditions of this Agreement; and/or
      2. for Subscription Products, a non-exclusive, revocable and non-transferable right to allow Authorised Users to, subject to availability, (i) access and use of the Online Services; and (ii) access and use of the Subscription Products for the Term, for the purposes of research, teaching and private study only and subject always to the terms and conditions of this Agreement.
    3. The Licensee shall at all times be responsible for the Authorised Users’ use of and access to the Licensed Materials and/or Online Services and shall ensure that such is at all times in compliance with the terms of this Agreement and particularly with the Restrictions. The Licensee agrees that any breach of the terms of the Agreement by the Licensee or Authorised Users may result in immediate revocation by the Publisher of access to the Licensed Materials and/or the Online Services.
    4. The Licensee shall be required to set up log in details and/or passwords to obtain access to the Online Services and Licensed Materials. The Licensee agrees to assume sole responsibility for the security of such passwords and log-in details which are confidential and may not be shared with any persons who are not Authorised Users. Passwords are subject to cancellation or suspension by the Publisher with notice at any time the Publisher reasonably believes that the Licensee has breached this Agreement.
  4. TERMS APPLICABLE TO THE ONLINE SERVICES
    1. The Publisher shall, subject to availability, provide the Online Services and make available the Licensed Materials to the Licensee and Authorised Users, in accordance with the Licence granted and subject to the terms of this Agreement.
    2. The Publisher shall use reasonable endeavours to give the Licensee prior notice of any planned maintenance that would affect the availability of the Online Services.
    3. The Licensor will endeavour to keep the Licensed Materials and the information comprised within the Licensed Materials accurate and available on the Online Services. However, the Licensed Materials and such comprising information is voluminous and compatibility of information technology platforms cannot be guaranteed in perpetuity. Accordingly:
      1. the Publisher cannot and does not warrant the accuracy or completeness of the Licensed Materials and such comprising information,
      2. the Publisher cannot and does not warrant that the Licensed Materials will remain available through its Online Services or information technology platforms in perpetuity. If this is foreseen, the Publisher will notify the Licensee, and an alternate platform or electronic version of the Licensed Materials may be made available to the Licensee; and
      3. the Licensee agrees that Publisher will not be liable to the Licensee or any third party for any adverse consequences arising as a result of the inaccuracy or incompleteness of the Licensed Materials and such comprising information. The Licensee further agrees that Publisher will not be liable to Licensee or any third party for any decisions made in reliance on the Licensed Materials or such comprising information.
    4. The Licensee shall ensure that it has applicable information technology software, systems and hardware available and kept up to date in order to ensure compatibility with the Online Services in order to ensure continued access to the Licensed Materials.
    5. The Publisher has made provision for a dark archive for the long-term preservation of the Licensed Materials for the provision of access by the Licensee to the Licensed Materials (the “Dark Archive”), to be provided by a third party provider, which is currently Portico, an electronic-archiving initiative of ITHAKA, a not-for-profit New York corporation of 100 Campus Drive, Suite 100, Princeton, New Jersey 08540 (“Portico”). Access to the Dark Archive is contingent on the occurrence of specified trigger events which would prevent the Publisher from providing access to the Licensed Materials. In order to benefit from the service offered by Portico, the Licensee must become a contracted customer of Portico. The Publisher reserves the right, at its sole discretion, to change the third party provider of its Dark Archive at any time. The Licensee must ensure it and any Authorised User continues to comply at all times with the use restrictions set out in this Agreement in relation to use of the Dark Archive. For the avoidance of doubt the Publisher shall have no obligation to provide access to the Dark Archive where this Agreement has expired or has been terminated as a result of the Licensee's breach.
  5. USAGE RIGHTS
    1. In relation to Licensed Materials with DRM, during the Term;
      1. Authorised Users may, in accordance with the Licence and the Restrictions:
        1. search, view, retrieve and display the Licensed Materials on the device to which the Licensed Materials are downloaded for viewing purposes only;
        2. copy and paste up to one thousand (1000) words per single eBook, serial or other literary work forming part of the Licensed Materials under this Agreement, per Authorised User, per session for Personal Use only.
      2. The Publisher shall procure that, during the Term:
        1. the number of simultaneous Authorised Users per Licensed Material shall not exceed one (1) at any one time; and
        2. each Authorised User shall not access any one (1) Licensed Material for more than one hundred and twenty (120) minutes per session.
    2. In relation to Licensed Materials which are DRM free, Authorised Users may, in accordance with the Licence and the Restrictions, during the Term
      1. search, view, retrieve and display the Licensed Materials on the device to which the Licensed Materials are downloaded for viewing purposes only; and
      2. copy, paste and print the Licensed Materials or any part thereof without page or word restrictions for Personal Use only.
    3. For the avoidance of any doubt, nothing in this Agreement permits an Authorised User to email or otherwise distribute the Licensed Materials, whether with DRM or DRM free in any way, even if such distribution is for Personal Use.
    4. Text and Data Mining (TDM): Licensee will ensure that Authorised Users obtain prior written permission from the Publisher, to perform and engage in text and data mining activities in relation to the Licensed Materials or Online Services, which are understood as a machine process by which information may be derived by identifying patterns and trends within natural language through text categorization, statistical pattern recognition, concept or sentiment extraction, and the association of natural language with indexing terms. Requests for which, shall specify if text and data mining activities are to be for commercial or non-commercial use. If authorised by the Publisher, applicable ‘cost-recovery fees’ will be determined by the Publisher at its sole discretion. 
  6. ADDITIONAL USE
    1. If the Licensee is an educational institution, it may fulfil access requests from third party institutions, a practice commonly called an interlibrary loan, provided that the Licensee ensures and warrants that;
      1. it fulfils occasional ad-hoc requests only and such fulfilment does not constitute systematic or substantial access to the Licensed Materials or any portion thereof by the third party institution;
      2. any fulfilment may consist of one single paper copy of an individual document only and may not constitute an entire or substantial portion of a book, serial or literary work forming part of the Licensed Materials,
      3. if any electronic file is created for the purposes of the fulfilment of the request is must be deleted immediately after printing the extract authorised under clause 6.1.2 above;
      4. such use by the third party institution is for research or private study purposes only;
      5. such use does not constitute Commercial Use by the third party institution;
      6. the third party institution shall comply fully with the Restrictions outlined in this Agreement; and
      7. the Publisher may at any time and for any reason, at its sole discretion, revoke the rights granted to the Licensee under this clause 6 if it suspects or has reason to suspect a breach by the Licensee of any term of this Agreement.
    2. For the avoidance of doubt, the Licensee may not incorporate any part of the Licensed Materials as a collection or compilation (electronic or physical copy) for use by any other parties, persons or staff or students of the Licensee for any purpose without the prior written consent of the Publisher, and any such usage may be subject to further terms and conditions.
    3. The Licensee shall remain liable to the Publisher for any use by third parties of the Licensed Materials and/or the Online Services provided by the Licensee under this clause 6.
  7. PROHIBITED USES
    1. The Licensee shall not and shall procure that Authorised Users (or any other persons provided with access to the Licensed Materials and/or Online Services) shall not:
      1. remove or alter the authors’ names or the Publisher's copyright notices or other means of identification or disclaimers as they appear in the Licensed Materials;
      2. systematically print or make electronic copies of multiple extracts of the Licensed Materials, including complete ebooks, for any purpose;
      3. upload or distribute any part of the Licensed Materials or provide access credentials or log in details which allow access to the Licensed Materials by any unauthorised person on any electronic network, including without limitation the internet and the World Wide Web, other than via the Secure Network as authorised by this Agreement; or
      4. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Licensed Materials and/or the Online Services.
    2. The Licensee must not, and shall procure that Authorised Users (or any other persons provided with access to the Licensed Materials and/or Online Services) do not, without obtaining the Publisher's prior written consent:
      1. use all or any part of the Licensed Materials for any Commercial Use;
      2. systematically distribute or otherwise make available the whole or any part of the Licensed Materials to anyone other than Authorised Users;
      3. copy, duplicate, publish, create derivate works from, frame, mirror, republish, download, display, transmit, distribute or make available all or any portion of the Licensed Materials (as applicable), works based on the Licensed Materials or works which combine the Licensed Materials with any other material, in any form or media or by any means, other than as permitted in this Agreement; or
      4. alter, abridge, adapt or modify the Licensed Materials. For the avoidance of doubt, no alteration of the words within the Licensed Materials or their order is permitted.
  8. PUBLISHER'S UNDERTAKINGS
    1. The Publisher warrants to the Licensee that the Licensed Materials used in accordance with the terms of this Agreement, do not infringe the copyright or any other proprietary or Intellectual Property Rights of any third party.
    2. The Publisher reserves the right at any time to withdraw any or any part of the Licensed Materials for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes the Intellectual Property Rights of any third party or is defamatory, obscene, unlawful or otherwise objectionable. In the event of such withdrawal, and where such withdrawal substantially and materially impacts the Fees paid by the Licensee, the Publisher shall endeavour to provide written notice to the Licensee of the same and the Publisher may provide the Licensee with a prorated monetary refund of the Fees attributable to the withdrawn Licensed Materials.
    3. The Licensed Materials are supplied ‘as is’. Except as expressly provided in this Agreement, the Publisher makes no representations or warranties of any kind, express or implied, including but not limited to, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose.
    4. The Publisher:
      1. does not warrant that the Licensee's use of the Secure Network will be uninterrupted or error-free; or that the Online Services or any Licensed Material obtained through the Secure Network will meet the Licensee's requirements; and
      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Licensee acknowledges that the Secure Network may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    5. This Agreement shall not prevent the Publisher from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
    6. The Publisher warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
    7. The Publisher shall for the duration of the provision of the Online Services as part of the same provide a website for the Licensee to run usage reports which are COUNTER (Counting Online Usage of Networked Electronic Resources) compliant on a periodic basis.
  9. LICENSEE'S UNDERTAKINGS
    1. The Licensee warrants that it shall:
      1. use and access the Licensed Materials and Online Services only in accordance with the terms and conditions of this Agreement;
      2. sufficiently notify Authorised Users of the terms and conditions of this Agreement relating to their use of the Licensed Materials and Online Services and ensure that the Authorised Users use the Online Services and the Licensed Materials in compliance with the terms and conditions of this Agreement and be responsible for any Authorised User's breach of the same;
      3. prevent any unauthorised access to the Licensed Materials and the Online Services, and immediately upon becoming aware of any unauthorised use or other breach of this Agreement, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence;
      4. issue passwords and/or other access information only to Authorised Users and use all endeavours to ensure that Authorised Users do not divulge their passwords or other access information to any third party;
      5. provide the Publisher, within thirty (30) days of the date of this Agreement, with the information sufficient to enable the Publisher to provide access to the Online Services and the Licensed Materials. Should the Licensee make any significant change to such information, it will notify the Publisher not less than ten (10) days before the change takes effect. The Publisher will endeavour to enact changes to access protocols or IP range within 30 days of being notified of such changes by Licensee;
      6. except when providing access under clause 6.1 above, ensure that only Authorised Users are permitted access to the Licensed Materials;
      7. provide the Publisher with all necessary co-operation and access to such information as may be required by the Publisher in relation to this Agreement;
      8. provide the Publisher with security access information and configuration services in order to provide the Online Services, including but not limited to Licensee Data;
      9. comply with all applicable laws and regulations with respect to its activities under this Agreement;
      10. carry out all other Licensee responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Licensee's provision of such assistance as agreed by the parties, the Publisher may adjust any agreed timetable or delivery schedule as reasonably necessary;
      11. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Publisher, its contractors and agents to perform their obligations under this Agreement, including without limitation the Online Services;
      12. ensure that its network and systems comply with the relevant specifications provided by the Publisher from time to time;
      13. use best endeavours to safeguard the Intellectual Property Rights of the Publisher in the Licensed Materials; and
      14. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Publisher's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Licensee's network connections or telecommunications links or caused by the Internet. In relation to the Authorised Users, the Licensee undertakes that each Authorised User's use of the Online Services shall be in accordance with the Licensee site(s) and secure authentication protocol requirements specified in the Order Form.
    2. The Licensee shall not and shall procure that the Authorised Users do not access, store, distribute or transmit any program, code, item or device (including any software or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar devices, or any material during the course of its use of the Secure Network that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      6. in a manner that is otherwise illegal or causes damage or injury to any person or property,
      and the Publisher reserves the right, without liability or prejudice to its other rights to the Licensee, to disable the Licensee's access to any material that breaches the provisions of this clause 9.2.
    3. The Licensee shall pay an Annual Maintenance Fee for access to the Perpetual Licensed Materials, in the amount as set out in the Order Form. The Annual Maintenance Fee may be waived, at the Publisher's sole discretion, if:
      1. it is specified as waived in the Order Form; or
      2. the Licensee annually purchases Perpetual Licensed Materials with a value equal to or greater than the Annual Maintenance Fee.
  10. PAYMENT AND FEES
    1. The Licensee shall pay the Fee to the Publisher in accordance with this clause 10 and, if applicable, subject to the online payment provisions in clause 11 below, as indicated on the Order Form or the Confirmation Email, as applicable.
    2. The Publisher shall issue the Licensee with an invoice setting out the Fee payable (including any applicable taxes) after receipt of a signed Order Form or issuing the Confirmation Email, as applicable. The Licensee shall pay each invoice within thirty (30) days of the date of each invoice.
    3. All amounts due under the Agreement must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
    4. If the Publisher has not received payment before the payment due date set out in this Agreement, and without prejudice to any other rights and remedies of the Publisher:
      1. the Publisher may, without liability to the Licensee, disable the Licensee's and the Authorised User's passwords, and access to all or part of the Online Services and the Licensed Materials, and the Publisher shall be under no obligation to provide any or all of the Online Services or the Licensed Materials while the invoice(s) concerned remain unpaid; and
      2. the Publisher will be entitled to charge interest on such due amounts, which shall accrue at an annual rate equal to 3% over the then current base lending rate of Barclays Bank plc at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
    5. All amounts and Fees stated or referred to in this Agreement:
      1. shall be payable in the currency indicated on the invoice or as specified in the Order Form or the Confirmation Email, as applicable;
      2. subject to clauses 8.2, 11.3 and 16.3.2, are non-cancellable and non-refundable; and
      3. are exclusive of value added tax, which, if applicable, shall be added to the Publisher's invoice(s) at the appropriate rate.
  11. ECOMMERCE TERMS
    1. The terms and conditions in this clause 11 will apply in addition to the other terms and conditions of this Agreement where Perpetual Licensed Materials are ordered through the Website as permitted below.
    2. This online ordering service is only available if the Licensee is an existing customer of the Publisher's Licensed Materials and has access to the Online Services. In such cases, the Licensee may place an order for Perpetual Licensed Materials through the Website by logging into the Licensee's online account on the Website using its valid account log in details. Each such order is an offer by the Licensee to purchase a licence of the Perpetual Licensed Materials specified in the order and is subject to the following provisions of this clause 11 and the other terms and conditions of this Agreement.
    3. The Licensee is responsible for checking its order carefully and for ensuring that its order is complete and accurate before submitting it through the Website. If an error is made, the Licensee shall be entitled to a refund or credit of the affected Perpetual Licensed Material within 14 days of purchase, provided that the Perpetual Licensed Material has not been accessed or downloaded by the Licensee. If the Licensee has accessed or downloaded the Perpetual Licensed Material, no refund shall be available.
    4. If the Publisher accepts the order, it will send the Licensee a Confirmation Email which will include details of the Perpetual Licensed Materials and the Fee payable by the Licensee acknowledging that the order has been received. A binding contract between the parties will come into effect once the Confirmation Email is sent to the Licensee and will allow access only to the Perpetual Licensed Materials confirmed in the Confirmation Email.
    5. If the Publisher is unable to supply the Perpetual Licensed Materials confirmed in the Confirmation Email, for any reason, the Publisher will inform the Licensee of this by email and will not process the order. If the Licensee has already paid the Fee for the Perpetual Licensed Materials, the Publisher shall refund the full amount of the Fee paid for the unavailable Perpetual Licensed Materials. Subject to clause 11.3 above, the Licensee may not cancel the order after access to the Perpetual Licensed Materials has been granted.
    6. Any descriptions or illustrations on the Website are published for the sole purpose of giving an approximate idea of the services and/or products described in them and do not form part of the contract between the parties or have any contractual force. The Publisher reserves the right to amend the specification of the Perpetual Licensed Materials if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Perpetual Licensed Materials. Subject to the foregoing, the Publisher will supply the Perpetual Licensed Materials to the Licensee in accordance with the specification for the Perpetual Licensed Materials appearing on the Website at the date of the Confirmation Email in all material respects.
    7. In consideration of the Publisher providing access to the Perpetual Licensed Materials, the Licensee must pay the Fee as quoted on the Confirmation Email in accordance with this Agreement. When ordering online in accordance with this clause 11, the Licensee may elect either to:
      1. pay the Fee online using a debit card or credit card in advance of access being granted to the Perpetual Licensed Materials; or
      2. use the “pay later” option on the Website, in which case the Fee shall be payable as per clause 10 above.
    8. When a credit card is used to pay the Fee, the Publisher may obtain a pre-approval from the credit card company for an amount up to the amount of the order. Billing to the credit card occurs at the time of online payment of the order, or shortly thereafter. Processing of credit card details may take place by a 3rd party supplier. Notwithstanding the foregoing, the provisions of clause 10.4 shall apply in respect of any subsequently declined, reversed or disputed card payment.
    9. The Publisher takes all reasonable care to ensure that the Fees stated for the Perpetual Licensed Materials are correct at the time when the relevant information was entered into the system. However, it is possible that, despite the Publisher's reasonable efforts, some of the Perpetual Licensed Materials on the Website may be incorrectly priced. Where the correct Fee for the Perpetual Licensed Materials is less than the price stated on the Website, the Publisher will charge the lower value. If the correct fee for the Perpetual Licensed Materials is higher than the fee stated on the Website, and if the Licensee does not wish to pay the higher fee, the order will be treated as cancelled and the Licensee will be notified of the cancellation.
    10. The Fees are exclusive of VAT. Where VAT is payable in respect of some or all of the Perpetual Licensed Materials, the Licensee must pay the Publisher such additional amounts in respect of VAT, at the applicable rate, with the Fee. VAT will be calculated on the Licensee's billing address provided at the time of ordering.
  12. CONFIDENTIALITY
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
      1. is or becomes publicly known other than through any act or omission of the receiving party;
      2. was in the receiving partys lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      4. is independently developed by the receiving party, which independent development can be shown by documented evidence; or
      5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Each party shall hold the other party's Confidential Information in confidence and, unless required by law, not make the other party's Confidential Information available to any third party, or use the other party's Confidential Information for any purpose other than the implementation of this Agreement.
    3. Each party shall take all reasonable steps to ensure that the other party's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
    4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, other than as a result of a breach of the terms of this clause 12 by the receiving party, in which case the receiving party shall remain liable.
    5. The Licensee acknowledges that details of the Online Services, and the results of any performance tests of the Online Services, constitute the Publisher's Confidential Information.
    6. The Publisher acknowledges that the Licensee Data is the Confidential Information of the Licensee.
  13. DATA PROTECTION
    1. For the purposes of this clause 13, the following terms shall have the following meanings:

      Data Protection Law: the Regulation and the Directive, as amended or replaced from time to time, and all other national, international or other laws related to data protection and privacy that are applicable to any territory where the Publisher or the Licensee processes personal data or is established.

      Directive: the European Privacy and Electronic Communications Directive (Directive 2002/58/EC).

      Regulation: the General Data Protection Regulation (Regulation (EU) 2016/679).

      The terms personal data, controller, processor, processing, data subject, personal data breach and supervisory authority shall have the meanings ascribed to them under the Regulation.

    2. For the purposes of this Agreement and either party's processing of personal data in connection with this Agreement, the parties agree that each party acts as a data controller.
    3. Each party shall (i) only process personal data in compliance with, and shall not cause itself or the other party to be in breach of, Data Protection Law, and (ii) act reasonably in providing such information and assistance as the other party may reasonably request to enable the other party to comply with its obligations under Data Protection Law.
    4. If either party becomes aware of a personal data breach relating to the processing of personal data in connection with this Agreement, it shall (i) provide the other party with reasonable details of such personal data breach without undue delay, and (ii) act reasonably in co-operating with the other party in respect of any communications or notifications to be issued to any data subjects and/or supervisory authorities in respect of the personal data breach.
    5. If either party receives any communication from any supervisory authority relating to the processing of personal data in connection with this Agreement, it shall (i) provide the other party with reasonable details of such communication, and (ii) act reasonably in co-operating with the other party in respect of any response to the same.
  14. MERGING INSTITUTIONS
    1. If the Licensee merges with or acquires any interest or shares of a third party or any third party merges with or acquires such an interest in any Licensee (“Transfer”), the Licensee shall promptly notify the Publisher in writing of such Transfer and:
      1. this Agreement will remain in full force and effect; and
      2. the Publisher shall be entitled to revise the Fee based on, amongst other things, the enlarged size and number of additional Authorised Users of the Licensee following the Transfer (“Extension Fee”); and
      3. unless and until Licensee pays to Publisher the Extension Fee, Licensee acknowledges and agrees (and Licensee shall ensure as a principal obligation) that none of the employees, students, contractors or other personnel of the relevant third party entity, institution or corporate body with which Licensee merges, acquires or is acquired by shall have access to or use the Licensed Materials or shall be deemed to be Authorised User(s) under this Agreement.
    2. For the avoidance of doubt, without prejudice to any other right or remedy available to the Publisher, the Licensee acknowledges and agrees that any breach of clause 14.1 shall be deemed to be a material breach of Licensee's obligations under this Agreement. Further, the Licensee shall indemnify the Publisher and keep the Publisher fully indemnified against any claims, losses, damages, costs, expenses (including reasonable legal expenses) or other liability incurred by the Publisher in respect of the Licensee's breach of clause 14.1.
  15. LIABILITY AND INDEMNITIES
    1. Subject to the Licensee using the Licensed Materials as permitted under this Agreement and the Licensee's compliance with this clause 15.1, the Publisher shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action against the Licensee, claiming that the Licensee's use of the Licensed Materials and/or the Online Services infringe a third party's Intellectual Property Rights, provided that:
      1. the use of the Licensed Materials by the Licensee (including any Authorised Users or third parties) was strictly in accordance with the terms of this Agreement;
      2. the Licensee has not amended the Licensed Materials in any way not permitted by this Agreement;
      3. the Publisher is given prompt notice of any such claim;
      4. the Licensee provides reasonable co-operation to the Publisher in the defence and settlement of such claim, at the Publisher's expense; and
      5. the Publisher is given sole authority to defend or settle the claim.
    2. In no event shall the Publisher, its employees, agents and sub-contractors be liable to the Licensee under clause 15.1 to the extent that the actual or alleged infringement is based on:
      1. a modification of the Licensed Materials by anyone other than the Publisher; or
      2. the Licensee's or any Authorised User's use of the Online Services or Licensed Materials in contravention of the terms of this Agreement.
    3. Nothing in this Agreement shall exclude either party's liability for:
      1. death or personal injury caused by the either party's negligence; or
      2. for fraud or fraudulent misrepresentation.
    4. Under no circumstances shall the Publisher be liable to the Licensee or any other person, including but not limited to Authorised Users, for any special, exemplary, incidental or consequential loss, costs, damages, charges or expenses of any character arising out of the inability to use, or the use of, the Licensed Materials and/or the Online Services including, but not limited to loss of profit, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss.
    5. Irrespective of the cause or form of action, the Publisher's total aggregate liability for any claims, damages, losses, costs, expenses or liabilities arising out of or in connection with this Agreement shall in no circumstances exceed the Fee paid or due to be paid by Licensee, for the preceding year of the date that the action giving rise to such claim occurred, to the Publisher under this Agreement. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success of effectiveness of other remedies.
  16. TERM AND TERMINATION
    1. In respect of Perpetual Licensed Material, the Agreement will commence on the Access Date (as defined in the Order Form or the Confirmation Email, as applicable) and will continue in full force and effect, unless terminated by either party in accordance with clause 16.3 below.
    2. In respect of Subscription Products, the Agreement shall continue for the Subscription Period indicated in the Order Form, or if no period is stipulated, for a period of 12 months from the Order Date, after which it shall automatically expire. The Agreement may be renewed for successive periods of 12 months (each a “Renewal Period”) where the Licensee requests a renewal from the Publisher, in writing, at least sixty (60) days before the end of the Subscription Period or any Renewal Period, and the Publisher consents to such renewal request, in which case this Licence shall be issued with an updated Order Form reflecting the updated Term and Fee.
    3. Without prejudice to any other rights to which the parties may be entitled, this Agreement may be terminated:
      1. subject to clause 16.3.3 below, by each party if the other party commits a material or persistent breach of any term of this Agreement and such party fails to remedy the breach (if capable of remedy) within sixty (60) days of notification in writing by the initial party;
      2. by the Publisher in the event that it, in its sole discretion, is no longer able to provide the Online Services or the Licensed Materials to the Licensee, in accordance with clause 8.2 above;
      3. by the Publisher if the Licensee commits a material, wilful and/or persistent breach of any term of this Agreement, including but not limited to a breach of the Publisher's copyright or other Intellectual Property Rights or of any of the Restrictions, even if such breach is remediable;
      4. by either party if a resolution is passed for the winding up of the other party (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect;
      5. by either party if the other party becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors;
      6. by either party if the other party has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or
      7. by either party if the other party ceases, or threatens to cease, to carry on business.
    4. The following clauses shall survive the termination or expiry of this Agreement: clauses 3.1, 3.3, 4.4, 5, 6, 7, 12, and 15 to 18 (inclusive).
  17. Consequences of Termination
    1. On termination of this Agreement for any reason:
      1. all licences granted to the Licensee and the Authorised Users under this Agreement shall immediately terminate;
      2. the Publisher shall immediately cease providing access to, and the Licensee shall and shall procure that the Authorised Users immediately cease from accessing, the Online Services and/or the Licensed Materials.
      3. the Licensee shall, and shall procure that all Authorised Users shall, immediately return to the Publisher or destroy all Licensed Materials locally downloaded or stored;
      4. each party shall return and make no further use of any Licensed Materials or equipment, property, and other items (and all copies of them) belonging to the other party;
      5. the Publisher may destroy or otherwise dispose of any of the Licensee Data in its possession unless the Publisher receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery to the Licensee of the then most recent back-up of the Licensee Data. The Publisher shall use reasonable commercial endeavours to deliver the back-up to the Licensee within thirty (30) days of its receipt of such a written request, provided that the Licensee has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Licensee shall pay all reasonable expenses incurred by the Publisher in returning or disposing of Licensee Data; and
      6. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
  18. GENERAL
    1. With the exception of any applicable Publisher's website terms and conditions, this Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter of this Agreement, whether oral or written.
    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
    3. Alterations to this Agreement are only valid if they are agreed to in writing in advance by both parties.
    4. This Agreement may not be assigned by the Licensee to any other person or organisation, nor may either party sub-contract any of its obligations, except as provided in this Agreement in respect of management and operation of any server, without the prior written consent of the other party. The Publisher shall be entitled to assign, sublicense, subcontract or otherwise dispose of its rights and obligations under this Agreement to any other person or company.
    5. Any notices to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post to the address of the addressee as set out in this Agreement or to such other address as notified by either party to the other as its address for service of notices. All such notices shall be deemed to have been received within two (2) days of posting.
    6. Neither party's delay or failure to perform any provision of this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its control (including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the either party or any third party), failure of a utility service or transport or power or telecommunications network or internet failures or damage to or destruction of any network facilities, act of God, riot, civil commotion, malicious damage, war, strikes, floods, governmental restrictions) shall be deemed to be, or to give rise to, a breach of this Agreement.
    7. The invalidity or unenforceability of any provision of this Agreement shall not affect the continuation or enforceability of the remainder of this Agreement.
    8. Either party's waiver or failure to require performance by the other of any provision of this Agreement will not affect its full right to require such performance at any subsequent time, or be taken or held to be a waiver of the provision itself.
    9. This Agreement shall be governed by and construed in accordance with English law. The parties irrevocably agree that any dispute arising out of, or in connection with, this Agreement will be subject to, and within, the jurisdiction of the courts of England.