Terms and Conditions
All subscriptions are subject to the following terms and conditions:
“Client” means the person, firm or company or any other entity that orders the Products from IHS.
“Delivery Point” means the location as defined in the Order Confirmation where delivery of the Products is deemed to take place.
“Fees” means the money due and owing to IHS for Products supplied including any order processing charge and as set forth in the Order Confirmation. Fees are exclusive of taxes, which will be charged as separate line items.
“Products” means any publication supplied to the Client in physical or electronic media, more specifically mentioned in the Order Confirmation.
“Order Confirmation” means the order form or confirmation email which IHS sends to the Client to confirm that IHS has accepted the Client’s order and which identifies the name of the Client, Product(s) being supplied, delivery information, media of supply, Fees and any terms or conditions unique to the particular Product to be supplied hereunder. Only on IHS sending the Order Confirmation will IHS and the Client be entering into a binding contract.
2. Client will pay IHS the Fees as set forth in the Order Confirmation within 30 days from the date of the [Order Confirmation][invoice]. Any payments not received by IHS when due will be considered past due, and IHS may choose to accrue interest at the rate of five percent (5%) above the European Central Bank ”Marginal lending facility” rate. Client has no right of set-off. Client will pay all the value-added, sales, use, import duties, customs or other taxes where applicable. IHS may request payment of the Fees before shipping the Products. IHS reserves the right to modify the fees, after the expiry of the initial 12 month subscription period anytime by providing at least 45 days prior notice to the Client; provided such change will occur no more than once in any 12 month period. Continuous payments - Your first payment of Fees will be taken as usual. Payments of Fees may be taken every 6 or 12 months depending on the offer and subject to the provisions of clause 4 of the IHS standard T&Cs. IHS will notify you at least 45 days before your subscription is due to auto-renew about the Fees amount and due date of payment. Your subscription will be automatically renewed for a successive renewal term of 6 or 12 months and next payment of Fees will also be automatically collected unless you provide IHS a written notification otherwise at least 30 days before your subscription is due to auto-renew, notifying IHS of your intention not to renew your subscription. If you do not wish to continue or renew your subscription, then please contact our customer service team prior to renewal as per above requirement.
3. IHS grants to Client a nonexclusive, nontransferable license to use the Products for its internal business use and for the limited number of authorised users stated in the Order Confirmation only. Client may not copy, distribute, republish, transfer, sell, license, lease, give, disseminate in any form (including within its original cover), assign (whether directly or indirectly, by operation of law or otherwise), transmit, scan, publish on a network, or otherwise reproduce, disclose or make available to others, create a database or create derivative works from the Product or any portion thereof, except as specifically authorized herein.
4. The initial term of any Product subscription commences on the start date as stated in the Order Confirmation and continues for a period of 12 months. The initial term will automatically renew for successive renewal terms of 12 month period, unless either party provides the other with written notice of its intent not to renew at least 30 days prior to the end of the initial or any renewal term. Either party may terminate a Product subscription during the term only if the other party commits a material breach under these terms and conditions and fails to remedy such breach within thirty (30) days of written notice thereof. Otherwise, Client may not terminate a Product subscription during the term. In exceptional circumstances, at the sole discretion of IHS, IHS may upon Client’s written substantiated request agree to terminate a Product subscription during the term and refund part of the Fees to Client.
5. Client must not remove any proprietary legends or markings, including copyright notices, or any IHS-specific markings on the Products. Client acknowledges that all data, material and information contained in the Products are the copyright property and confidential information of IHS or any third party and are protected and that no rights in any of the data, material and information are transferred to Client. Client will take any and all actions that may reasonably be required by IHS to protect such proprietary rights as owned by IHS. No part of the publication may be reproduced or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, or be stored in any retrieval system of any nature, without prior written permission of IHS. Any unauthorised use may give rise to IHS bringing proceedings for copyright and/or database right infringement against the Client claiming an injunction, damages and costs.
6. Any dates specified in the Order Confirmation for delivery of the Products are intended to be an estimated time for delivery only and shall not be of the essence. IHS shall not be liable for any delay in the delivery of the Products. Unless otherwise agreed by the parties, packing and carriage charges are not included in the Fees and will be charged separately. Hard-copy Products will be dispatched and delivered to the Delivery Point as per Client’s preferred method of delivery and as agreed by IHS. If special arrangements are required, then IHS reserves the right to additional charges. Except as provided hereunder, for all Products supplied hereunder, delivery is deemed to occur and risk of loss passes either upon Client taking the possession of Products or upon delivery of the Products at the Delivery Point, whichever occurs first.
7. If for any reason IHS is unable to deliver the Products on time due to Client’s failure to provide appropriate instructions, documents or authorisations etc; (i) any risk in the Products will pass to the Client; (ii) the Products will be deemed to have been delivered; and (iii) IHS may store the Products until delivery, whereupon the Client will be liable for all related costs and expenses.
8. Except as otherwise required by law, Client will not be entitled to object or to return or reject the Products or any part thereof unless the Products are damaged in transit. IHS’s sole obligation and Clients’ exclusive remedy for any claim with respect to such damaged Products will be to replace the damaged Products without any charge. No returns will be accepted by IHS without prior agreement and a returns number issued by IHS to accompany the Products to be returned. If the Products are so damaged, the entire packaging must be returned together with the Products within ten (10) days of delivery. All return shipments are at the Client’s risk and expense.
9. Ownership of the Products will not pass to Client until IHS has received in full all sums due to it in respect of: (i) Fees; and (ii) all other sums which are or which become due to IHS from Client on any account. Until ownership of the Products has passed to Client, the Client will: (i) hold the Products in a fiduciary capacity; (ii) store the Products (at no cost to IHS) in such a way that they remain readily identifiable as IHS property; (iii) not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and (iv) maintain the Products in satisfactory condition and keep them insured on IHS’ behalf for their full price against all risks to the reasonable satisfaction of IHS.
10. The quantity of any consignment of Products as recorded by IHS on despatch from IHS’ place of business shall be conclusive evidence of the quantity received by the Client on delivery unless Client can provide conclusive evidence proving otherwise. IHS shall not be liable for any non-delivery of the Products (even if caused by IHS’ negligence) unless Client provides conformed claims to IHS of the non-delivery. Any such conformed claim for non-receipt of the Products must be made in writing, quoting the account and Order Confirmation number to the IHS’ Customer Service Department, within thirty (30) days of the estimated date of delivery as stated in the Order Confirmation.
11. The Products supplied herein are provided “AS IS” and “AS AVAILABLE”. IHS does not warrant the completeness or accuracy of the data, material or information as contained in the Product or that it will satisfy Client’s requirements. IHS disclaims all other express or implied warranties, conditions and other terms, whether statutory, arising from course of dealing, or otherwise, including without limitation terms as to quality, merchantability, fitness for a particular purpose and noninfringement. To the extent permitted by law, IHS shall not be liable for any errors or omissions or any loss, damage or expense incurred by reliance on information or any statement contained in the Products. Client assumes all risk in using the results of the Product(s). IHS is not responsible for any error, omission or inaccuracy in any advertisement supplied with a Product. IHS will not be liable for any damages arising from any use of products or services or any actions or omissions taken in reliance on information or any statement contained in advertising material. Inclusion of any advertisement is not intended to endorse any views expressed, nor products or services offered, nor the organisations sponsoring the advertisement.
12. In the event of breach of any of the provisions of these terms and conditions by IHS, IHS’ total aggregate liability for any damages/losses incurred by the Client arising out of such breach shall not exceed at any time the Fees paid for the Product which is the subject matter of the claim. In no event shall IHS be liable for any indirect, special or consequential damages of any kind or nature whatsoever suffered by the Client including, without limitation, lost profits or any other economic loss arising out of or related to the subject matter of these terms and conditions. However, nothing in these terms and conditions shall limit or exclude IHS’ liability for (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any breach of compelling consumer protection or other laws.
13. Client represents and warrants that it will not directly or indirectly engage in any acts that would constitute a violation of United States laws or regulations governing the export of United States products and technology.
14. Client acknowledges that under the laws of the U.S. and of all countries where IHS does business, it is unlawful for IHS, directly or indirectly, to make any payment or to give anything of value to any foreign official (other than a foreign official whose duties are essentially administrative or clerical and who has no decision-making authority) or to any foreign political party, any official of a foreign political party or any candidate for foreign political office for the purposes of influencing any action or failure to take action on the part of such person in connection with the obtaining, retaining or directing of business to any person or company. Client will not, directly or indirectly, make any such payment on behalf of IHS and in relation to subject matter of these terms and conditions.
15. All Products supplied herein are subject to these terms and conditions only, to the exclusion of any other terms which would otherwise be implied by trade, custom, practice or course of dealing. Nothing contained in any Client-issued purchase order, acknowledgement, terms and conditions or invoice will in any way modify or add any additional terms to these terms and conditions.
16. These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English Courts.