TERMS AND CONDITIONS
FOR SUBSCRIPTIONS PROVIDED BY INCOMES DATA RESEARCH LIMITED (“COMPANY”) (v4.1)
IDR Subscription Services (the Service(s)) Terms & Conditions V4.1
1. About Us
Pay Benchmarker (www.paybenchmarker.com) and Pay Climate (“the Service(s)”) are owned and published by Incomes Data Research Limited (Company No. 09327550. Registered in England & Wales. Registered Office and address for service: 71-75 Shelton Street, London, WC2H 9JQ).
2. Scope
2.1. Your use of the Service(s) is subject to these Terms of Use. By using the Service(s), you will be deemed to have accepted and agreed to be bound by these Terms of Use.
2.2. We may make changes to these Terms of Use from time to time. We may notify you of such changes by any reasonable means, including by posting the revised version of these Terms of Use on the Incomes Data Research website.
2.3. Your use of the Service(s) following changes to these Terms of Use will constitute your acceptance of those changes. If you do not agree to these Terms of Use, please refrain from using the Service(s).
3. Services
3.1. In consideration of the payment by Client of the Charges, Company will provide the Services subject to the terms of this Agreement and shall use reasonable endeavours to provide the Services within the agreed timetable.
3.2. Client will at its own expense use reasonable endeavours to supply Input in sufficient time for Company to be able to complete the Services according to the agreed timetable.
3.3. Company shall not be liable for any delay in completing the Services which result from delay by Client in providing Input or otherwise caused by Client.
3.4. Client is solely responsible for the accuracy and completeness of any Input.
3.5. All Incomes Data Research subscriptions (The Services) are ongoing agreements which means the subscription will renew annually unless stated otherwise.
3.6. The contracted parties agree by signing up to ‘the services’ that at expiry of the initial 12-month term or any subsequent renewed term, this agreement shall be renewed for a further 12 months on the same terms and conditions as contained within this agreement, unless written notice is given by one party to the other party of its intention not to renew the agreement. The written request not to renew must be received at least 30 days prior to the expiration date of the active agreed term. Renewal invoices are sent out by IDR two months prior to the date of renewal to allow time for any changes. The client is responsible for cancelling the subscription if it is no longer required, by delivering notice via email to sales@incomesdataresearch.com
4. Charges
4.1. Client shall pay the Charges plus any value added tax at the prevailing rate, subject to receipt by Company of a valid VAT invoice.
4.2. Company may invoice Client at the end of each month for any month during which Services are provided. Payment shall be made without set off or deduction within 30 days of Client’s receipt of a valid invoice.
4.3. In the event that an invoice is disputed, Client shall notify Company within 14 days of receipt and pay the undisputed amount within the 30-day period.
4.4. If full payment is not made by in respect of any undisputed invoice by the due date then, without prejudice to any rights or remedies otherwise available, Company may charge interest on the outstanding balance of all overdue sums at the rate of 8% per annum above the current base rate at Bank of England. Client will also be charged a charge a fixed sum for the cost of recovering a late commercial payment on top of claiming interest from it. The fixed sum will vary according to the debt as follows: up to £999, £40; £1,000 to £9999, £70; £10,000 or more, £100.
5. Access
5.1. You are responsible for all access to the Service(s) using your Internet connection, even if the access is by another person. We reserve the right to restrict your access to the Service(s) or part of it. Access to restricted areas of the Service(s) may be subject to registration and other conditions. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. If we grant you permission to access a restricted area, we may withdraw that permission at any time (including where you breach any of these Terms of Use).
6. Availability
6.1. We will use reasonable efforts to ensure that the Service(s) is available at all times. However, we cannot guarantee that the Service(s) or any individual function or feature of the Service(s) will always be available and/or error free. In particular, the Service(s) may be unavailable during periods when we are implementing upgrades to or carrying out essential maintenance on the Service(s).
6.2. We reserve the right to withdraw or amend the service we provide on our The Service(s) without notice. We will not be liable if for any reason our The Service(s) is unavailable at any time or for any period.
7. Intellectual Property Rights (IPR)
7.1. The intellectual property rights in the Service(s) and all of the text, pictures, videos and other content (‘Materials’) made available on it are owned by us and our licensors. These Materials are protected by copyright laws and treaties around the world. All such rights are reserved.
7.2. You must not modify or alter the paper or digital copies of any Materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of the Materials on the Service(s) must always be acknowledged.
7.3. You are not permitted to use any part of the Materials on the Service(s) for commercial purposes without obtaining a licence to do so from us or our licensors.
7.4. If you print off, copy or download any part of the Materials or of our The Service(s) in breach of these Terms of Use, your right to use the Service(s) will cease immediately and you must, at our option, return or destroy any copies of the Materials you have made.
7.5. Except for the license granted by this agreement, all IPR in output will remain with the company (IDR).
7.6. IDR’s business involves the re-use of previously collected of client data whether Input or Output (“Company Data”) in this and future assignments in order to enhance the value of the Services to each Client. Client acknowledges that Output may derive from or contain Company Data or data provided by a third party (“Third Party Data”). Use of Third Party Data, on which there may be additional restrictions, will be disclosed to Client. Client acknowledges that all IPR in Company Data/Third Party Data are reserved to Company/its licensors as the case may be.
7.7. Subject to the restrictions below and the payment of the Charges, IDR grants to Client a perpetual non-exclusive irrevocable royalty free licence to use Output in the course of Client’s business.
7.8. Except as expressly permitted by this Agreement or by applicable law or with IDR’s express written permission, Client shall not:
i. reproduce Output or part thereof for dissemination to any third party;
ii. copy store publish transmit sub-licence distribute sell or otherwise use Output;
iii. create derivative works from Output or any part thereof; or
iv. use Output as part of or the basis for any material offered for sale licence or distribution.
7.9. Nothing in this Agreement shall prevent IDR from using any know how gained from the provision of the Services.
8. Liability
8.1. IDR warrants to Client that:
i. the Services will be provided using reasonable care and skill and that all personnel provided by Company shall be fully experienced, qualified, competent and able to perform the Services;
ii. the Output does not infringe the IPR of any third party; and
iii. it has the necessary rights to grant the rights specified in this Agreement and that it has authority to enter into this Agreement to provide the Services.
8.2. Except for the warranties specified above, the Services and Output are provided “as is” without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, satisfactory quality, fitness for a particular purpose, accuracy, omissions, completeness and currentness.
8.3. In the event of a breach of the above warranties, at its sole option, Company will re-perform the Services and/or replace Output to the extent reasonably necessary to rectify such breach. In the event that Company is unable to provide the remedy set forth above within a commercially reasonable period of time and at a commercially reasonable cost, Company may terminate the Agreement forthwith and credit to Client any pre-paid fees in respect of the Services. The remedies set forth in this paragraph are Client’s sole and exclusive remedies, and Company’s sole and exclusive liability, for any such breach.
8.4. IDR shall not be liable for:
i. any losses arising from incorrect or incomplete Input or acts or omissions which result from instructions from Client;
ii. any indirect, consequential or special damage; or
iii. any loss of profits, revenue, business, anticipated savings or goodwill, in each case where direct or indirect.
8.5. In the event that Company is liable to Client in respect of any losses, then Client’s exclusive remedy and Company’s entire liability for any such claim shall be limited to the total Charges payable under this Agreement.
8.6. Neither Output nor any aspect of the Services amounts to legal or financial advice and must not be relied upon as such.
8.7. Force Majeure. No failure or omission by either party to carry out or observe any of the terms and conditions of this Agreement shall give rise to any claim against it or be deemed a breach of this Agreement if such failure or omission arises from any cause reasonably beyond its control including but not limited to act of God, war (whether declared or not), sabotage, riot, insurrection, terrorist action, civil commotion, labour disturbance, acts or omissions of telecommunications operators, national emergency (whether in fact or in law), martial law, fire, flood, cyclone, earthquake, landslide or explosion affecting or referable to a party’s obligations under this Agreement.
8.8. Nothing in this Agreement operates to exclude liability for death, personal injury or fraud.
9. Conditions of Use
Your permission to use the Service(s) is personal to you and non-transferable, and you may not use the Service(s) for commercial purposes. Your use of the Service(s) is conditional on your compliance with the rules of conduct set forth in these Terms of Use and you agree that you will not:
i. use the Service(s) for any fraudulent or unlawful purpose;
ii. use the Service(s) to defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others' privacy rights or rights of publicity;
iii. impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Service(s); or express or imply that we endorse any statement you make;
iv. interfere with or disrupt the operation of the Service(s) or the servers or networks used to make the Service(s) available; or violate any requirements, procedures, policies or regulations of such networks;
v. transmit or otherwise make available in connection with the Service(s) any virus, worm, Trojan horse or other computer code that is harmful or invasive or may or is intended to damage the operation of, or to monitor the use of, any hardware, software, or equipment;
vi. reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Service(s);
vii. modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Service(s). If you wish to reverse engineer any part of the Service(s) to create an interoperable program you must contact us and we may provide interface data subject to verification of your identity and other information;
viii. remove any copyright, trade mark or other proprietary rights notice from the Service(s) or materials originating from the Service(s);
ix. frame or mirror any part of the Service(s) without our express prior written consent;
x. create a database by systematically downloading and storing The Service(s) content;
xi. use any manual or automatic device in any way to gather The Service(s) content or reproduce or circumvent the navigational structure or presentation of the Service(s) without our express prior written consent.
We reserve the right to revoke these exceptions either generally or in specific instances.
10. Personal Data
10.1. We may collect and process information about you in accordance with our privacy policy. By using the Service(s), you consent to such processing and you warrant that all data provided by you is accurate.
11. Termination
11.1. These Terms of Use are effective until terminated. We may, at any time and for any reason, terminate your access to or use of the Service(s). If we terminate your access to the Service(s) you will not have the right to bring claims against us or our affiliates with respect to such termination. We and our affiliates shall not be liable for any termination of your access to the Service(s).
11.2. Either party may at any time terminate this Agreement by written notice to the other if:
i. the other commits a breach of this Agreement and fails to rectify it after 30 days’ written notice of such breach; or
ii. the other goes into liquidation, becomes insolvent, enters into a voluntary arrangement with its creditors or has a receiver or administrator appointed.
12. Jurisdiction
12.1. These Terms of Use will be governed by and construed in accordance with the laws of England, and the courts of England will have non-exclusive jurisdiction over any claim or dispute arising under or in connection with these Terms of Use.
13. General
13.1. Notices. Any formal notice given under or in connection with this Agreement shall be in writing and shall be sent to louisawithers@incomesdataresearch.com. Such notice shall be deemed to have been received (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting or at the time recorded by the delivery service.
13.2. Refunds. This agreement confirms that no refunds will be offered to parties who wish to withdraw from the subscription. The subscription will continue until it’s termination date at the end of the contract.
13.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and 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.
13.4. Variations. Changes to the terms of this Agreement or the Services to be provided must be agreed in writing.
13.5. Governing law. This Agreement will be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
13.6. Authority. Where applicable a person signing this Agreement on behalf a company or other organisation represents that he/she is authorised by that company or organisation to do so on its behalf.
13.7. No partnership/agency. Nothing in this Agreement shall create a partnership or the relationship of principal and agent between the parties. Neither party shall have the authority to enter into any agreement on the other’s behalf.
13.8. No employment. At all times during the term of this Agreement Company shall be an independent contractor and its employees shall not be deemed to be employees of Client.
13.9. Third parties. Nothing otherwise in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement.
13.10. Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
13.11. Waiver. The delay, failure or omission of a party to insist on the proper performance by the other of any provision of this Agreement shall not be construed as a waiver of that party’s right to future performance of such provision and the other party’s obligations in respect of future performance shall continue in full force and effect.
13.12. Headings. Headings are included in this Agreement for ease of reference only and shall not affect the interpretation or construction of this Agreement.
13.13. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed shall be an original, and all the counterparts together shall constitute one and the same instrument.