Terms and Conditions

These written terms (and any documents referred to by them) constitute the entire agreement between Barbour, a division of CMP Information Ltd whose address is Ludgate House, 245 Blackfriars Road, London SE1 9UY, and the Subscriber concerning the Services and the Material. By registering to receive or by using the Services the Subscriber confirms that it has read, understood and agreed to this Agreement. Any terms (whether conditions, warranties or other terms) which would otherwise be implied by statute, common law, custom, course of dealings, or the circumstances of the Subscriber’s use of the Services are to the maximum extent permitted by law excluded. The Agreement does not confer any right, benefit or interest on any third party (except as a result of the extended definition of ‘Barbour’), nor does it give rise to any obligation, duty or liability to any third party. In any event, Barbour and the Subscriber may exercise their respective rights to rescind, terminate or vary this Agreement without the consent of any third party. The meanings of defined terms used in this Agreement are set out at the Interpretation clause which can be found at Clause 12.

1. SERVICES

1.1 Barbour will provide the Services identified on the Order Form to the Subscriber.

1.2 The nature and content of the Services may change from time to time.  In particular, Barbour might have to remove certain parts (even substantial parts) of the Material from the Services if Barbour ceases to have the right to include that Material.  Barbour is not responsible or liable for any failure of, or problems with, the Services to the extent that such failure or problem is in any way connected with the Subscriber’s use of any other resources which have not been expressly pre-approved by Barbour.

1.3 Barbour shall use reasonable endeavours to deliver the Services on or as soon as reasonably practicable after the Start Date, but time is not of the essence. Where the Subscriber has entered into this Agreement for the supply of physical or media carrying electronic copies of the Material, delivery of such Material shall be made to the physical and/or electronic address(es) set out on the Order Form, and it shall be the obligation of the Subscriber to notify Barbour of any changes to these addresses. Where the Subscriber has entered into this Agreement for on-line access to the Services, relevant Material shall be made available to End Users via the Internet.

1.4 Barbour shall initially deliver the Services in the format specified on the Order Form. Barbour reserves the right to deliver in part or whole the Services in other formats where it has the permission of the Subscriber to do so. Where a new delivery format is made available or where the value or functionality of the Services or Material is improved and is classified as an upgrade by Barbour then Barbour reserves the right to increase the Total Cost payable in respect of affected Services at any stage during the term of this Agreement. Changes shall be notified on 30 (thirty) day’s notice as detailed in clause 5.5.

1.5 Where, in entering this Agreement, the Subscriber is agreeing to receive the Services in place of an existing Barbour service (including where such services are to be delivered to the Subscriber and its End Users via a new medium) then the Subscriber agrees that existing service supplies may be immediately terminated and that the Total Cost detailed in this Agreement shall replace all sums henceforth due to Barbour in respect of such existing service supplies. This clause in no way limits Subscriber’s obligation to pay all outstanding sums owed to Barbour for previous services supplied to it and due under previous agreements entered into between the parties.

1.6 Where you have subscribed to the web-based version of the Services, delivery shall comprise the allocation to the Subscriber of the permissions and passwords necessary to enable access to the Services. Barbour reserves the right to alter the look and feel of web-based versions of the Services without prior notice to the Subscriber or End Users.

1.7 Barbour will not deliver any Material containing British Standards until the Subscriber has complied with clauses 4.4 and 4.5. Barbour will not deliver any Material containing Irish Standards until the Subscriber has complied with clauses 4.4 and 4.6.

1.8 All physical property supplied by Barbour, including without limitation CD-ROMs and operating manuals, remains Barbour’s property and is returnable to Barbour under clause 8.6.

1.9 The Subscriber shall promptly notify Barbour if any physical property supplied for the provision of the Services are lost or damaged. Risk in such items passes to the Subscriber upon its receipt of those items. Upon payment by the Subscriber of its then current prices for those items, Barbour shall replace them as soon as is reasonably practicable.

1.10 The Services shall be delivered to the physical and/or electronic addresses (as applicable) set out on the Order Form unless otherwise agreed by the parties. The Subscriber shall promptly notify Barbour of any change in the physical or electronic addresses to which the Services or any of them and/or any notices should be delivered, and Barbour shall not be liable for losses resulting from the failure by the Subscriber to notify Barbour of any such change.

2. SUPPORT

2.1 The Subscriber shall ensure that its End Users understand and comply with the obligations placed upon it under this Agreement and under any terms of use or acceptable usage policies supplied with or attaching to the Services, and accepts full responsibility and liability for the End User’s failure to do so. In particular (without limitation) Subscriber shall where applicable ensure that End Users are fully trained and reasonably competent to use the computer resources described in the document ‘Technical Specifications’ and that they comply with its provision.

2.2 To the extent that appears to Barbour to be reasonably necessary during the Initial Term, Barbour will provide instruction in the operation and use of the Services.

2.3 Following delivery of the Services, at the request of the Subscriber Barbour shall provide advice and assistance by telephone or e-mail (at Barbour’s option) concerning the use of the Services. This assistance will be available to the Subscriber between the hours of 8.30am and 4.45pm GMT/BST Monday to Friday (excluding days which are Bank Holidays in England and 27th to 31st December inclusive in any year), via such telephone number or e-mail address as Barbour may notify to the Subscriber from time to time. Barbour shall use reasonable skill and care in providing advice and assistance but can not guarantee to be able to answer every question put to it.

2.4 If (but only if) the Subscriber is able to demonstrate that any reported fault is a genuine Fault with the Services rather than an error in the way the Services are being used or accessed by the Subscriber or End Users or in any computer resources used by the Subscriber, Barbour shall use reasonable endeavours to fix any Fault with the Services and shall provide the Subscriber with a workaround solution as soon as reasonably practicable.

2.5 Although Barbour will use reasonable endeavours to fix any Faults with the services experienced by the Subscriber, and to provide a workaround solution as promptly as possible, it cannot guarantee the timely resolution of any such faults.

2.6 The Subscriber shall provide all information and assistance Barbour reasonably asks for when attempting to provide a solution to any Fault in the Services reported by the Subscriber.

3. LICENCE

3.1 The Services (including, without limitation, any passwords that may be issued by Barbour to access web-based versions of the Services) and the Material are protected by copyright and other intellectual property rights which are either owned by Barbour, or owned by third parties and licensed to Barbour or CMPi. The rights in the Services and the Material will remain the property of Barbour and the relevant licensors, and the Subscriber and its End Users will not acquire any rights or interests to or in any part of them.

3.2 Barbour grants to the Subscriber a non-exclusive, non-transferable licence to use the Services and the Material in the manner and to the extent set out in this Agreement only. The Service and Materials may include terms of use and copyright notices issued by information providers who own intellectual property rights in the Material. In using the Services the Subscriber accepts full responsibility and liability for ensuring that the End Users fully comply with these terms and notices.  The reproduction of parts of the Material is also subject to restrictions imposed by third parties.  These restrictions are described in the Services and are available from Barbour on request, and the Subscriber shall abide by all restrictions in force from time to time.

3.3 Unless otherwise notified to the Subscriber, including in notices or licence terms displayed or provided as part of the Services or Materials, the Services and the Material are licensed for use by the Subscriber (including its authorised employees) on a world-wide basis and for use in the course of the Subscriber’s own business only.

3.4 Where the use of the Material is limited on the Order Form to a maximum number of End Users and/or number of Sites, the Subscriber shall not make the Material available in any way or form to persons or at Sites in excess of the stated number(s), unless and to the extent that this is expressly authorised in respect of any part of the Services. The Subscriber agrees that the End Users shall at all times be the employees or subcontractors of the Subscriber correctly authorised to use the Services, and it shall be responsible for taking all reasonable steps to ensure that End Users comply with the terms of this licence and do not at any time exceed authorised numbers. The Subscriber accepts full responsibility and liability for the unauthorised use of the Material including (without limitation) that made by its employees, and that which results from unauthorised access gained to the Material using End User information.

3.5 The Subscriber and its authorised End Users may view and print out the Material and may copy text from the Services and paste it into the Subscriber’s own documents provided that:

(a) all copying, whether hard copy or electronic, complies with the stated copyright policy of the owner of the relevant Material, and no copies are made where this is prohibited by the owner of the relevant Material (including, without limitation, by way of read-only format or a notice stating that the Material may not be copied);

(b) documents or other texts included in the Material are copied without changing the original meaning of the Material;

(c) the Subscriber shall clearly acknowledge the identity of the copyright owner(s) of the copied Material in or on any document or other material to which they are copied and the Subscriber may not claim any intellectual property rights in anything contained in the Material; and

(d) each document into which sections of the Material are pasted is for use by the Subscriber in the course of its own business and is not supplied (or otherwise made available) to any third party for re-use or re-sale.
The Subscriber may store only such electronic copies of the Material as is necessary in all the circumstances to enable it to use the Services in accordance with this Agreement.

3.6 The Subscriber may not make any use of the Services and Material except as expressly authorised in this Agreement. In particular, without limitation, the Subscriber shall not, and shall take steps to ensure that its End Users do not:

(a) modify, alter or adapt the Services or the Material or any underlying software;

(b) copy, disclose or otherwise use any part of the Material or any passwords issued to the Subscriber otherwise than as expressly permitted in this Agreement;

(c) translate or decompile any computer program in the Services or any website used for the delivery of the Services, nor combine or incorporate any such computer program with or in any other;

(d) use the Services or the Material in the production of anything defamatory, blasphemous, fraudulent, obscene, lewd, or unlawful; or

(e) sell, assign, transfer, mortgage, lend or pass on to any person any of the Services or the Material, or purport to do so, or provide access to any of them or any copy of any of the Material.

3.7 Where the Services subscribed to comprise or include the NES (National Engineering Specification) service, the following provisions shall apply in addition to all other clauses of this Agreement (and to the extent that the provisions of this clause 3.7 conflict with any other provision, this clause shall prevail):

(a) The Subscriber acknowledges that Barbour is acting as an agent of National Engineering Specification Ltd;

(b) Barbour grants the Subscriber a personal non-exclusive and non-transferable licence to make use of NES for its internal business purposes (including, without limitation, the preparation of contract, enquiry and tender documentation to which the Subscriber is or intends to be a party or in connection with which the Subscriber is engaged in its professional capacity by a third party);

(c) the Subscriber may store the NES Material on any machine and in any automatic retrieval system and may make as many copies of the NES Material as is required for the use referred to in paragraph 3.7(b) above;

(d) the Subscriber shall procure that the words ‘This document has been compiled using the National Engineering Specification, which is © National Engineering Specification Ltd’ shall appear on any document which includes any part of the Specification whether amended or not; (e) the Subscriber shall be responsible for checking the compatibility of the media and software via which the NES Material is supplied to it with its own systems and requirements before purchase.

Barbour has no liability for use of the NES material other than in accordance with user guides supplied with the NES Service; and (f) the Subscriber shall only use a NES Specification clause reference number for a clause reproduced without alteration from the specification or where the only alteration is the omission of any paragraph marked by a ‘ • ‘ in the NES Specification or the addition of words in a gap in the NES Specification marked by a ‘[ ]’. Any clause number given to a NES Specification clause amended in any way other than as above, or to the Subscriber’s own clause, shall be numbered by the work section reference followed by a full stop and an identifying number which must commence with a non-numeric character.

3.8 The scope of the licence granted hereunder, including the number of End Users or Sites that may be authorised to use the Services or any of them, may be extended upon the Subscriber’s written request (and Barbour’s express written agreement to that request) and subject to the payment of additional charges to be agreed between the parties. Any extensions requested shall be granted at Barbour’s absolute discretion and may be refused without giving reason.

3.9 Representatives of Barbour may enter the Subscriber’s premises (including the Sites) at all reasonable times to verify the Subscriber’s compliance with this Agreement. The Subscriber shall at all times keep accurate and up to date details of the individual End Users to whom at any given time it has permitted access to the Services and Material.

4. THE SUBSCRIBER’S OBLIGATIONS AND LIABILITIES

4.1 The provisions of this clause 4 are in addition to any obligation or liability the Subscriber has under general law and the other terms of this Agreement.

4.2 Where Barbour considers it necessary to do so, the Subscriber shall permit and enable Barbour to transmit data and/or program files to the Subscriber’s computer resources used for accessing the Services, and it shall be the responsibility of the Subscriber to ensure that such computer resources and its communications networks are sufficient to allow it to access the Services.

4.3 Where Barbour has issued permissions and passwords for the purpose of accessing the Services, the Subscriber shall effect and maintain adequate security measures to restrict use of those permissions and passwords, and shall prevent unauthorised use of the Services through the Subscriber’s facilities, which it shall monitor regularly. In particular, the Subscriber shall ensure that End Users are aware of the terms of this Agreement and, where applicable, log out from the Services before they allow anyone else to use their terminal.

4.4 Subscribers to Services which include British Standards must be members of the British Standards Institution or undertake to become a member within one year of subscribing to those Services. If the Subscriber does not become a member within one year of subscribing to such a Service, then Barbour may prevent the Subscriber accessing British Standards unless the Subscriber has paid all relevant charges applicable at that time. If Barbour exercises this option, the Subscriber shall return all copies of British Standards supplied with or through that Service to Barbour within 7 days.

4.5 Where Services subscribed to include British Standards, the Subscriber shall complete, execute and return to Barbour the British Standards Institution’s relevant licence agreement. A copy of this British Standards Institution’s licence agreement has been supplied to the Subscriber, and includes restrictions on the use the Subscriber can make of British Standards. Any changes in the British Standards Institution’s relevant license agreement shall be notified to the Subscriber (including via e-mail or via web-based versions of the Service) and shall be promptly agreed to by the Subscriber.  Subscriber acknowledges that such agreement is a condition of its use of British Standards derived Services.

4.6 In addition to complying with this Agreement, the End User shall comply with the additional terms and conditions provided to it by Barbour regarding use of any Irish Standards contained in the Services to which it has subscribed. In the event of any inconsistency between this Agreement and the terms set out in the additional terms, the additional terms shall prevail. The Subscriber shall complete, execute and return one copy of those terms to Barbour.

4.7 The Subscriber shall indemnify Barbour and the CMPi Group, and keep them indemnified, against all claims and proceedings any third party makes or brings against Barbour in connection with any of the following:

(a) the Subscriber’s or any End User’s use of the Services or the Material outside the terms of this Agreement or content providers terms of use which form part of the Materials and/or have been notified to the Subscriber;

(b) any processing of any personal information which is undertaken or authorised by the Subscriber;

(c) any information put in the Services by the Subscriber.  This indemnity includes the reimbursement of all costs and expenses incurred by Barbour or the CMPi Group in connection with any of these things, and of all money Barbour or the CMPi Group pays to any third party on the order of any court or tribunal of competent jurisdiction or on the reasonable advice of its solicitors.

5. PAYMENT TERMS

5.1 Each year the Subscriber shall pay Barbour the Total Cost, and VAT at the applicable rate, on or before the Payment Date. If the Initial Term is longer than one year, the Payment Date for each year shall be the anniversary of the Start Date at the beginning of the relevant year unless otherwise stated. No invoice shall remain unpaid for more than 28 (twenty-eight) days from its date of issue.  In addition to the provisions of clause 1.4, Barbour reserves the right to increase the Total Cost by giving a minimum of 40 (forty) day’s written notice of such increase before the end of the Initial Term and/or an anniversary of that date.

5.2 If more than one Payment Date is specified in the Order Form for each year, then:

(a) the Total Cost for each Barbour Service is payable on each Payment Date in the instalments specified or, if none are specified, in equal amounts (excluding VAT, which shall be subject to the provisions of sub-clause 5.2(c) below);

(b) At least 30 (thirty) days before the first Payment Date, the Subscriber shall deliver to Barbour a properly executed banker’s direct debit mandate (in a form acceptable to Barbour) for payment of the instalments;

(c) each year the Subscriber shall pay Barbour the VAT on the Total Cost, on or before the first Payment Date;

5.3 If any payment remains unpaid for a period of in excess of seven (7) days following any Payment Date, then without prejudice to any other rights under this Agreement,

(a) Barbour is entitled to immediately seek payment of the full balance of the Total Cost outstanding together with payment of any sums already due and outstanding under this Agreement;

(b) Barbour shall be entitled to levy a late payment charge, payable at the following rates:

(i) £40 for each invoice less than £1000;
(ii) £70 for each invoice of £1,000 or greater, but less than £10,000;
(iii) £100 for any invoice of £10,000 or greater;

(c) Any discounts agreed shall not apply.

(d) Barbour shall be entitled (without prejudice to its other rights and remedies) to charge daily interest on any unpaid monies from the Payment Date until Barbour receives the monies in cleared funds, at a rate equal to eight per cent per annum above the base rate for the time being of Royal Bank of Scotland plc (or any higher rate permitted by applicable law) and to recover costs that are incurred on its behalf for collection of debts under this Agreement from the Subscriber; and

(e) Barbour shall be entitled to withdraw all or any Services until it receives in cleared funds the full balance of the Total Cost outstanding together with payment of any sums already due and outstanding under this Agreement. After it receives such cleared funds, if the Agreement is still in effect Barbour will reinstate the Services as soon as practicable.

5.4 The Subscriber shall be responsible for notifying Barbour of any change to the address to which invoices and other notifications should be sent in connection with this Agreement, and shall indemnify Barbour for any losses or costs resulting from its failure to do so.

5.5 Where the circumstances detailed in clause 1.4 apply, Barbour shall be entitled at any time to make reasonable changes to the price of the Services or any of them by giving 30 (thirty) days notice to the Subscriber, setting out details of such changes and stating the date upon which the changes shall take effect.

6. RESTRICTIONS ON BARBOUR’S LIABILITY

6.1 The nature of computer programs is such that the Services cannot be guaranteed to be free from errors. The Subscriber acknowledges and accepts that there may be errors in computer programs comprised in the Services and Barbour and the CMPi Group is not liable for any loss or damage the Subscriber suffers as a result of such errors.

6.2 The Services are for use only as an aid by End Users with an understanding of all the issues involved, and they are not a substitute for professional advice. In particular, where the relevant Services allow the End User to generate bespoke results or combinations of the Material, Barbour is unable to review such results and does not guarantee that such results will be complete, accurate, or appropriate. The Subscriber shall seek professional advice as appropriate, and Barbour and the CMPi Group is not liable for any loss or damage the Subscriber suffers as a result of relying on the Material or any bespoke data generated by the Services without taking such advice.

6.3 Any Material which relates to the interpretation or effect of any document (including any legislation, regulation, standard or code of practice) is intended only as an aid to understanding it, and Barbour and the CMPi Group is not liable for any loss or damage the Subscriber suffers as a result of the Subscriber relying on the Material as a substitute for consulting the original document.

6.4 Much of the Material is obtained from third parties. While Barbour exercises reasonable care and skill to reproduce information provided to it accurately, Barbour does not check that the information contained in the Material is correct and Barbour and the CMPi Group shall not be liable for any loss or damage that the Subscriber suffers as a result of errors in the Material unless Barbour has introduced them after receiving the information from the relevant third party, nor for any omission from that Material of any relevant information.

6.5 Whilst Barbour does regularly check the presentation of the Material to ensure that it is accessible and well presented, Barbour does not take responsibility for the reliability, suitability or any other quality of any product or service described in the Material, and no reference in the Services to any person, product or service is an endorsement or warranty by Barbour concerning any of these.  Accordingly Barbour and the CMPi Group is not liable for any loss or damage the Subscriber suffers as a result of using or relying on any such product or service.

6.6 Parts of the Material may express the personal opinions of their author or express or implied statements or other representation in Material which Barbour has obtained from a third party, or which is viewed on a third party’s website. Barbour wishes to make it clear that these opinions and statements are not necessarily those of Barbour or any member of the CMPi Group. While Barbour’s editorial staff will exercise reasonable care and skill in formulating and expressing their opinions, they are intended only to stimulate thought and discussion. Barbour and the CMPi Group are not liable for any loss or damage the Subscriber suffers as a result of relying on them, save to the extent such loss or damage results from a representation Barbour has negligently introduced into the Material.

6.7 The Subscriber should be aware that links in some parts of web-based versions of the Services may take the Subscriber to websites controlled by third parties. Barbour and the CMPi Group are not liable for any loss or damage the Subscriber suffers as a result of visiting those websites or of using or relying on any information on those websites.

6.8 Some information may have been omitted from the Services in order to increase their usability. They are not intended to be a complete collection of information and are not necessarily exhaustive in their range. They may include references to products, services, information or other material which are no longer relevant, current or available. These are included for the benefit and convenience of the Subscriber but in each case it is the Subscriber’s responsibility to determine the extent to which they remain valid or relevant. Barbour and the CMPI Group are not liable for any loss or damage the Subscriber suffers as a result of treating the Services as complete or up-to-date.

6.9 The web-based versions of the Services may from time to time incorporate an online search facility.  The results raised by the use of any such facility shall not be subject to monitoring by Barbour, and Barbour does not guarantee that any results given are complete or the most appropriate result for the search conducted. Barbour and the CMPi Group shall not be liable for any losses the Subscriber suffers as a result of relying on the completeness or appropriateness of search results.

6.10 Barbour shall use reasonable endeavours to display the most recent version of the Material supplied to it by its licensors from time to time. The Subscriber acknowledges that the Material will only be as current as the last update supplied to it in final form or the last update of the relevant website, where applicable, and that Barbour is not obliged to include any Material previously included in the Services. Barbour and the CMPi Group are not liable for any loss or damage the Subscriber suffers as a result of the Material not being up-to-date.

6.11 Barbour and the CMPi Group are not liable for any indirect or consequential loss or damage the subscriber suffers.

6.12 Barbour and the CMPi Group are not liable for any loss of, or damage to, any revenue, profit, anticipated savings, goodwill or reputation the Subscriber suffers.

6.13 Barbour and the CMPi Group are not liable for any loss of, or damage to, any data or computer program the Subscriber suffers.

6.14 Barbour takes some precautions to detect viruses and other harmful code in the Services, but the Subscriber is responsible for using its own procedures for detecting these and for protecting its systems and information against them. The Subscriber shall insure itself against any loss or damage which the Subscriber might suffer as a result of any viruses or other harmful code, and Barbour and the CMPi Group is not liable for any such loss or damage the Subscriber suffers.

6.15 Barbour shall be entitled to disable the web-based versions of the Services in part or whole so as to enable it to undertake routine planned maintenance at anytime outside of normal business hours (09:00 to 17:00 GMT/BST). Barbour shall use reasonable endeavours to pre-notify planned maintenance work to Subscribers to those versions of the Services where significant downtime is planned. Further, Barbour reserves the right to suspend the web-based Services at any time where required to do so under applicable law.

6.16 Barbour and CMPi Group are not liable for any loss or damage (including any costs, expenses and the payment of any compensation) the Subscriber suffers which results from any claim or proceedings brought against the Subscriber by any third party, except to the extent it relates to the proven infringement of that third party’s copyright by the Subscriber’s use of the Services and the Material in accordance with this Agreement.

6.17 Barbour and any member of the CMPi Group shall not be liable to pay more (a) than an aggregate of one million pounds in total for all loss and damage the Subscriber suffers at any time for which Barbour or the CMPi Group is held liable by any court or other tribunal of competent jurisdiction in connection with this Agreement and (b) in respect of any individual Default not more than four times the Total Cost. For the purpose of this clause, “Default” shall mean any act, statement, omission breach of obligation (whether expressed or implied, condition or warranty) contained in, precedent or collateral to this Agreement, breach of duty under statute or at common law or negligence by or on the part of Barbour and any member of the CMPi Group in connection with or arising out of the subject matter of this Agreement.

6.18 The exclusions and restrictions of Barbour’s and the CMPi Group’s liability set out in this Agreement cover its liability in contract and tort (including negligence) for loss and damage of the kind described even if it is of a kind:-

(a) which Barbour/the CMPi Group had been advised could or will occur; or

(b) which in the circumstances would arise in the ordinary course of things; or
(c) was reasonably foreseeable at the date of this Agreement and/or the time of the relevant event or occurrence.

6.19 Except as expressly stated, the exclusions and restrictions of Barbour’s liability set out in this Agreement cover its liability in contract and tort for loss and damage of the kind described however it might arise, even if it results from Barbour’s negligence or other negligence for which it would otherwise be liable.

6.20 As exceptions to all the other terms of this Agreement, Barbour and members of the CMPi Group do not exclude or restrict their liability for any of the following: (i) personal injury to any individual (whether or not it results in their death) resulting from negligence; (ii) fraud.

7. DATA PROTECTION POLICY

Barbour and the CMPi Group may obtain information about the Subscriber, its End Users or other individuals connected with the Subscriber, including that submitted in the course of entering into this Agreement and information collected from the Subscriber’s and End Users’ use of the Services. The Subscriber authorises Barbour and the CMPi Group to:

(a) store this information

(b) to use it for marketing Barbour’s and the CMPi Group’s products and services to the Subscriber and to relevant individuals including the End Users

(c) pass this information for auditing purposes to:

(i) the licensors of any computer programs or Material included in the Services
(ii) third parties associated with the Services
(iii) third parties who have websites with links to or from any website operated by Barbour (or a company associated with Barbour).
Where End Users are accessing web-based versions of the Services or are otherwise (directly or indirectly) providing their personal data to Barbour, the Subscriber shall be responsible for ensuring that the relevant End Users are aware of the provisions of this clause and have read the Privacy Policy appearing on the Barbour website.

8. TERM AND TERMINATION

8.1 This Agreement starts on the Start Date and continues in force for the Initial Term and thereafter from year to year thereafter until terminated in accordance with this Agreement.

8.2 Barbour may terminate this Agreement forthwith at any time during or after the Initial Term by giving the Subscriber written notice if the Subscriber is in breach of any of the Agreement’s terms.

8.3 Either party may terminate this Agreement without giving any reason by giving 30 (thirty) days notice in writing served by recorded delivery to terminate on the expiry of the Initial Term or, if the Initial Term has already expired, on an anniversary of the Start Date.

8.4 Either party may terminate this Agreement forthwith at any time during or after the Initial Term by giving the other written notice if the other party: (i) becomes the subject of a voluntary arrangement under Section 1 of the Insolvency Act 1985; (ii) is unable to pay its debts within the meaning of S.123 of the Insolvency Act 1986; (iii) has a trustee, receiver, manager, administrator, or administrative receiver appointed over all or any parts of its undertaking, assets or income; (iv) has passed a resolution for its winding up; or (v) has an order made by the Court for its bankruptcy, winding-up or administration or (vi) ceases to carry on business.

8.5 Barbour may vary any of the terms of this Agreement (other than the Total Cost, save where the provisions of Clause 1.4 or 5.1 apply) by giving at least 30 (thirty) days’ written notice, clearly stating the terms to be varied and the date upon which the variation shall take effect. The Subscriber will not be bound by the new terms unless it accepts them. The Subscriber is deemed to have accepted the new terms if it: (i) pays any part of the Total Cost in respect of the next year; or (ii) continues to use the Services on or after a period commencing 24 hours after receipt of Barbour’s notice.

8.6 The Subscriber’s licence to use the Services and the Material automatically terminates with this Agreement and the Subscriber shall immediately stop using them. In accordance with Barbour’s instructions at the time, the Subscriber shall:

(a) destroy Barbour’s property (including, without limitation, all physical media on which the Material is contained) or return it to Barbour; and

(b) destroy all other copies of the Material, including the deletion of all electronically-stored copies, except those parts of the Material which the Subscriber has included in the Subscriber’s documents in accordance with this Agreement.  At Barbour’s request, the Subscriber shall promptly provide Barbour with written confirmation that this has been done in the form of a statutory declaration.

9. FORCE MAJEURE

Neither party is in breach of this Agreement, nor liable in any way whatsoever, for any failure to perform, or delay in performing, its obligations under this Agreement to the extent that the failure or delay results from any cause which is beyond that party’s reasonable control. This clause does not apply to any failure or delay by the Subscriber to:

(a) pay any charges due under this Agreement

(b) control the Subscriber’s representatives

(c) comply with clause 4.3.

10. NOTICES

10.1 To be valid, any notice given pursuant to this Agreement must be in writing and must be delivered by hand or sent by post, e-mail or fax to the relevant party at the contact point described on the Order Form or such substitute contact point as that party has notified in accordance with this clause 10. Notices served under clause 8.3 must be sent recorded delivery.

10.2 A properly addressed notice sent by pre-paid first class post is deemed to have been served at the start of the first working day which is at least two clear days after the notice is posted.

10.3 A notice sent by fax will be of no effect unless the sender is able to prove that it was sent to, and was received by, the correct fax number in an uninterrupted transmission.

10.4 Notices may be sent by email to the email address(es) of the parties set out on the Order Form, or such other addresses as either party may notify to the other from time to time.

10.5 A notice sent by email will be of no effect unless and until:

(a) (if that party uses the services of an independent internet service provider) it is received by that party’s internet service provider;
(b) (if that party does not use the services of an independent ser

vice provider) it is forwarded to that party’s own equipment, whether or not it is received by that equipment.

11. GENERAL

11.1 Barbour may delegate any obligation it has under these terms to any person, and may allow any person to exercise any right it has under these terms.

11.2 The Subscriber’s obligation to do something (other than its obligation to pay any charges due under the Agreement) includes an obligation to ensure that its representatives do it.

11.3 The Subscriber’s obligation not to do something includes an obligation not to permit it or authorise it, and an obligation to ensure that its representatives do not do it, permit it or authorise it.

11.4 All acts and omissions of the Subscriber’s directors, officers, employees, subcontractors, End Users and agents are deemed to be the acts and omissions of the Subscriber.

11.5 Barbour may change these terms with immediate effect if it is reasonably necessary to do so in order to comply with any applicable law, or with the instruction of any public or regulatory body.

11.6 This Agreement is subject to English law and the courts of England and Wales have exclusive jurisdiction in respect of any dispute arising out of or in connection with this Agreement, the Services and the Material, and their use.

11.7 The failure by a party to exercise a right or remedy does not constitute a waiver of that or any other right or remedy, and nor does any delay by a party in exercising any right or remedy. The other party shall not rely on any such failure or delay as constituting such a waiver or as preventing the exercise of any right or remedy.

11.8 If any court or other tribunal of competent jurisdiction decides that any provision of this Agreement is void or unenforceable, this Agreement will bind the parties as if that provision had been omitted.

11.9 Neither party may assign or transfer all or any of its rights or obligations under this Agreement or dispose of any right or interest in this Agreement without the prior written consent of the other party save that CMPi shall be entitled to assign the benefit and burden of this Agreement in whole or in part to any company in CMPi’s Group or upon undertaking a trade sale.

11.10 In relation to the use of BRE content:

(a) Use, duplication, or disclosure of data and/or software by the U.S. Government is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software clause at FARS 12.211 and 12.212(a) and/or Commercial Computer Software at DFARS 227.7202-1(a) or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.  Manufacturer is Information Handling Services Inc.  15 Inverness Way East, Englewood, Colorado.

(b) The Material may contain technical data (eg. Encryption technology) the export, re-export, transfer or sale of which is controlled by U.S. export control laws.  Subscriber and End User agrees that it will comply with all U.S export control laws, and that the diversion of the Material by Subscriber or its End Users in contradiction to U.S. law is prohibited.  In addition, Subscriber and its End Users acknowledge that other nations’ laws may apply to the Material.  Accordingly, in express consideration for receipt of the Material, Subscriber and its End Users agree to comply with all applicable laws that may impose registration, reporting, licensing, or other requirements on sublicensing of the Material. 

12. INTERPRETATION

12.1 In this Agreement:

‘Agreement’ means provisions of these Barbour Professional Service Terms and Conditions and the Order Form.

‘Barbour’ means Barbour, a division of CMPi. Where this Agreement excludes or restricts the liability of Barbour, ‘Barbour’ includes CMPi’s directors, agents, officers and employees to the extent they are acting in the course of their duties.

‘British Standards’ means material identified as having been supplied by or on behalf of the British Standards Institution.

‘CMPi’ means CMP Information Ltd of Ludgate House, 245 Blackfriars Road, London SE1 9UY.

‘CMPi’s Group’ means CMPi, any holding company from time to time of CMPi and any subsidiary or subsidiary undertaking from time to time of CMPi or such holding company, as such terms are defined in the Companies Act 1985.

‘End User’ means an individual enabled by the Subscriber to use the Services and the Material in
accordance with the licence granted under this Agreement. The total number of authorised end
users may be stipulated in the Order Form (or other document related to the use of Irish Standards.)

‘Fault’ means an error in the Services constituting a material deviation from the criteria for
performance of the Services described in the Specification.

‘Initial Term’ means the subscription period starting on the Start Date and lasting for the period
specified on the Order Form. If no period is specified, the Initial Term is one year.

‘Irish Standards’ means material identified as having been supplied by or on behalf of the National Standards Authority of Ireland.

‘Material’ means the content of the Services, including without limitation all text, data, diagrams, images, computer programs, thesauruses, metadata and other works, including any physical media used to carry the same.

‘Order Form’ means the order or services agreement form to which these terms and conditions are attached or linked (in the case of on-line registration).

‘Payment Date’ means the date upon which payments of the Total Cost shall be due, as set out on the Order Form and subject to clause 5 of this Agreement.

‘person’ means any individual, firm, association, corporation or other body or legal entity.

‘Services’ means the information services offered by Barbour which are identified on the Order Form and described in the Specification.

‘shall’ denotes an obligation of a party.

‘Site’ means each and any geographical site (or the number of sites, as the case may be) listed on the Order Form and under the control of the Subscriber, at which the Subscriber and its authorised End Users may use the Services and the Material.

‘Specification’ means the specification for individual services set out on the Barbour website at www.barbour.info

‘Start Date’ means the earlier of (i) the date the form has been entered into by Barbour, and (ii) the first day of the subscription month (if any) specified on the Order Form.

‘Subscriber’ means the person identified as such on the Order Form.

‘Total Cost’ means the total annual sum (exclusive of VAT) payable in respect of the Services identified as such on the Order Form, or any other amount substituted under clauses 1.4 or 5.1.

12.2 The use of the word ‘including’, the phrase ‘in particular’, and cognate expressions is only intended to illustrate particular examples. Their use, and the use of such examples, is not intended to limit in any way whatsoever the interpretation or construction of this Agreement or any other words in this Agreement.

12.3 Clause 6 is not to be interpreted in a particular way just so as to avoid any overlap between the exclusions and restrictions of liability.

12.4 The singular includes the plural and vice versa, and references to any gender include all genders.

12.5 Headings are for ease of reference only and are not to be used for the purpose of interpreting these terms.