Terms and Conditions

LIMITED COPYRIGHT LICENCE

We are Globe Life Sciences Limited, a company registered in England and Wales under company number 7086162 and with registered offices at Palladium House, 1-4 Argyll Street, London W1F 7LD. “We” “Us” and “Our” refers to Globe Life Sciences Limited.  “You” “Yourself” or “Your” refers, in the case of a Single User Licence to the individual named on the Order Form and in the case of a Multi User Licence to the organisation or other entity named on the Order Form on whose behalf the Licence is purchased.    

This document and the order form (“Order Form”)contains the terms and conditions (“Terms”) on which We license to You the Globe Extraordinary Reports (“Product”) listed on Our website or in Our brochure.  We may amend these Terms from time to time.

Please read these Terms carefully and make sure that You understand them, before ordering any Product from Us.  Please note that before placing an order You will be asked to agree to these Terms.  If You refuse to accept these Terms, You will not be able to order any Product from Us.

1       Placing an order

To place an order for a Product You must submit a completed Order Form to Us.  Your order will not be deemed accepted by Us until We have confirmed acceptance in writing.

2       Delivery, Charges and Payment

2.1    Following acceptance by Us of Your Order Form, We shall send to You an electronic copy of the Product that You have ordered.

2.2    If Your Order Form is not accompanied by a cheque for payment and/or if You nominate on the Order Form to pay following an invoice then You will be sent an invoice for the price payable by You to Us alongside an electronic copy of the Product that You have ordered.

2.2    The price of the Product shall be set out in Our price list as at the date of delivery and is exclusive of amounts in respect of all taxes, duties and fees including without limitation value added tax (“VAT”). You shall pay to Us such additional amounts in respect of VAT as are chargeable and set out on Our invoice.

2.3    You shall pay the invoice in full and in cleared funds within 30 Days of the date of the invoice using the payment details contained therein.  If You fail to make any payment due to Us under these Terms by the due date for payment, then You shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

3       Limited Licence

3.1    Your Order Form shall state whether You wish to purchase a Single or Multi User Licence to use the Product.

3.2    The licence granted to you under these Terms (“Licence”) is as follows:

(a) If You are a Single User purchasing a Single User Licence then We shall grant to You a perpetual (save in the event of a breach of these Terms), non-exclusive, non-transferable licence without the right to sub-license for You (one individual user) to use the Product. (“Single User Licence”)

(b) If You are purchasing a Multi User Licence then We shall grant to You a perpetual (save in the event of a breach of these Terms), non-exclusive, non-transferable licence without the right to sub-license for anyone within the organisation or other entity named on the Order Form to use the Product.(“Multi User Licence”)

4       Intellectual property rights, and other obligations on You

4.1    You acknowledge and agree that any and all copyright, trade marks and other intellectual property rights in the Product are and shall remain Our property and that the licence of Product by You does not assign or transfer any rights in the Product to You.

4.2    We, being the sole author of the Product, assert our moral right under Chapter 4 of the Copyright, Designs and Patents Act 1988 to be identified as the author of the Product.

4.3    You shall not:

(a) copy the Product or any information contained in the Product;

(b) reformat, adapt, vary or modify the Product or otherwise do or permit any third party to do any such act so as to affect Our copyright in the Product or other intellectual property rights relating thereto.

(c) remove any copyright or other intellectual property statements or notices from, on or included within the Product;

(d) in the case of the purchase of a Single User Licence permit any other person to have access to the Product, nor shall You provide the Product, or any copy of the Product (whether in whole or part) to any other person; or

(e) in the case of the purchase of a Multi User Licence, distribute the Product outside of the organisation or entity named in the Order Form.

4.4    You hereby agree to indemnify Us and keep Us indemnified against any liabilities, costs, expenses, damages and losses arising out of or in connection with:        

(a) any actual or threatened claim or action made against Us for infringement of intellectual property rights resulting from Your use of the Product;

(b)  Your exercise of Your rights granted under these Terms

(c) Your breach or negligent performance or non-performance of these Terms;

4.5    If any third party makes a claim falling under this indemnity:

(a) We, at Our absolute discretion, decide what action to take, if any;

(b) We shall have exclusive control over, and conduct of, all claims and proceedings;

(c) You shall not make any admissions other than to Us and shall provide Us with all assistance that We may reasonably require in the conduct of any claims or proceedings; and

(d) We shall be entitled to retain all sums recovered in any action for Our own account.

4.6    Nothing in these Terms shall constitute any representation or warranty that the exercise by You of the Licence granted under these Terms will not infringe the rights of any person

5       No Warranty

5.1    WE MAKE NO WARRANTY EXPRESS OR IMPLIED REGARDING THE ACCURACY OR COMPLETENESS OF THE PRODUCT NOR IT FITNESS FOR ANY PARTICULAR PURPOSE AND EXPRESSLY EXCLUDE ANY LIABILITY IN RESPECT THEREOF.  

5.2    We shall not be liable in contract or otherwise for any direct, indirect or consequential loss or damage sustained by You by making use of the Product.

5.3    You acknowledge that You assume full responsibility for the selection, suitability and use of the Product by You and acknowledge that except as expressly set out in these Terms, all express or implied representations, warranties, conditions and undertakings are excluded to the maximum extent permissible by law.

5.4    Nothing in this Licence shall limit or exclude Our liability for:

(a) death or personal injury resulting from Our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be excluded or limited by English law.

6       Confidentiality

6.1    You shall treat the Product and all information concerning it which is either supplied to You or of which You become aware as a result of these Terms as confidential and secret and accordingly shall not disclose any such information to any third party. 

6.2    You shall take proper and all reasonable measures:

(a)    to ensure and maintain the confidentiality of the Product;

(b)    to prevent access to or use of the Product by anyone not permitted under these Terms (and, if You have purchased a Single User Licence, by anyone other than Yourself); and

(c)    to keep the Product secure from unauthorised use or copying by anyone else by any technological or non-technological means.

6.3    The obligations under this Clause 6 shall not apply to information that is in or subsequently comes into the public domain (through no fault or default of You).

7       Termination

7.1    Without prejudice to any rights that have accrued under these Terms or any of its rights or remedies, We may terminate Your Licence immediately by giving written notice to You if any of the following circumstances occurs:

(a) You fail to pay any amount due under these Terms on the due date for payment and remain in default not less than seven days after being notified in writing to make such payment;

(b) You breach any of the obligations contained in clauses 4.3, 6.1 or 6.2; or

(c) You challenge Our rights in the Product.

7.2    On termination for any reason and subject to any express provisions set out elsewhere in these Terms:

(a) all outstanding sums payable by You to Us shall immediately become due and payable;

(b) all rights and licences granted pursuant to these Terms shall cease;

(c) You shall cease to make any use of the Product; and

(d) You shall return promptly to Us at Your expense all records and copies of the Product and of any information of a confidential nature communicated to You by Us, either preparatory to, or as a result of, these Terms.

8       Other important terms

8.1    We may transfer Our rights and obligations under this Licence to another organisation, but this will not affect Your rights or Our obligations under this Licence.  You may only transfer Your rights or Your obligations under this Licence to another person if We agree in writing.

8.2    You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of Us which is not set out in this Licence or the Order Form.

8.4    If We fail to insist that You perform any of Your obligations under this Licence, or if We do not enforce Our rights against You, or if We delay in doing so, that will not mean that We have waived Our rights against You and will not mean that You do not have to comply with those obligations. If We do waive a default by You, We will only do so in writing, and that will not mean that We will automatically waive any later default by You.

8.5    Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

8.6    If You wish to contact Us in writing, or if any condition in this Licence requires You to give Us notice in writing, You can send this to Us by e-mail or by pre-paid post to Globe Life Sciences Limited at Parkshot House, 5 Kew Road, Richmond, Surrey TW9 2PR or by email at extraordinary@globe-ls.com.

8.7    This Licence, its subject matter and its formation, are governed by English law. You and We both agree to the exclusive jurisdiction of the courts of England and Wales.