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Terms & Conditions

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 13.

1. Interpretation

1.1 Definitions:
Agreement: these terms and conditions, the Order Form and, if your Services include British Standards the BSI Copyright Terms.
Barbour: Barbour EHS, a trading name of UBM (UK) Limited, a company registered in England and Wales with registered number 00370721 and having its registered office at 240 Blackfriars Road, London SE1 8BF.
Barbour Resources: those resources set out under the heading “A-Z Barbour Resources” at www.barbour.info.
BSI Copyright Terms: the document entitled ‘BSI Copyright Terms and Conditions relating to British Standards in licensee products user rights and restrictions’, or such other terms and conditions notified to you by Barbour or the British Standards Institution from time to time
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. 27-31 December in each calendar year shall not constitute Business Days.
Content: means the content provided by Barbour to you under this Agreement as is specified in the Order Form.
End Users: your employees or personnel who are authorised to use the Service from time to time.
Extended Term: has the meaning given to it in clause 3.1.
Fault: a technical fault materially affecting the delivery of the Services.
Initial Term: has the meaning given to it in clause 3.1.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order Form: the order form between you and Barbour attached to these Terms and Conditions.
Services: the provision of the Content specified on the Order Form.
Start Date: means the date on which Barbour issues written acceptance of your order, as set out in clause 2.2.
Subscriber or you: the person or firm who purchases Services from Barbour.
Subscription Fee: means the subscription fee for the Services and the Content, as set out on the Order Form.
Subscription Period: means the term of the subscription, as set out on the Order Form.
Terms and Conditions: these terms and conditions as amended from time to time in accordance with clause 4.3, 10.8 and/or 16.5.
1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) A reference to writing or written includes email.

2. Basis of contract

2.1 Your order constitutes an offer by you to purchase the Services in accordance with these Terms and Conditions.
2.2 The order shall only be deemed to be accepted when Barbour issues written acceptance of the order, at which point and on which date the Agreement shall come into existence (the “Start Date”).
2.3 These Terms and Conditions apply to the Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Term

3.1 This Agreement (including the licences granted hereunder) starts on the Start Date. Unless terminated earlier in accordance with clause 14, this Agreement shall continue until the end of the Subscription Period (the “Initial Term”), and shall automatically extend for further periods of one calendar year (each an “Extended Term”) at the end of the Initial Term and at the end of each Extended Term. Either party may give at least 30 days’ written notice to the other party to terminate this Agreement at the end of the Initial Term or the relevant Extended Term.

4. Supply of Services

4.1 Barbour shall supply the Services to you as set out on the Order Form in all material respects.
4.2 Barbour shall use all reasonable endeavours to supply the Services from the start of the Subscription Period.
4.3 Barbour shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Barbour shall notify you in any such event.
4.4 Barbour warrants to you that the Services will be provided using reasonable care and skill.

5. Licence

5.1 Barbour hereby grants you and your End Users a non-exclusive, non-transferable licence to use the Content.
5.2 You may:
(a) search, view, copy and print out material containing Content for your own business purposes;
(b) copy, revise, customise and use Barbour Resources for your own business purposes. If you revise or customise Barbour Resources in any way you must remove all reference to Barbour and re-brand the relevant Barbour Resources with your own branding;
(c) make available within your organisation copies of materials that contain Content on a reasonable, non-systematic basis that is not commercially prejudicial to Barbour.
5.3 You may not:
(a) supply any of the Content (except the Barbour Resources) to third parties for any purpose whatsoever;
(b) modify, alter or adapt the Services or any underlying software;
(c) translate or decompile any computer programme used in the provision of the Services or any website used for the delivery of the Services, nor combine or incorporate any such computer programme with or in any other computer programme; or
(d) use the Services or the Content in the production of anything defamatory, blasphemous, fraudulent, obscene, lewd or unlawful.
5.4 Parts of the Content may be subject to additional restrictions imposed by third parties, which are either set out in this Agreement or which will be provided to you before accessing the relevant Content. If this is the case, you must comply with all such restrictions notified to you from time to time.

6. Specific subscriptions

6.1 British Standards Institution
(a) If your subscription includes British Standards, you must comply with the BSI Copyright Terms which form part of this Agreement and which includes additional restrictions on the use of British Standards. If there is any conflict between these Terms and Conditions and the BSI Copyright Licence, the BSI Copyright Licence shall prevail.
(b) Any changes in the BSI Copyright Licence shall be notified to you (including via email or via the website) and shall be promptly agreed to by the Subscriber. If you do not agree to the changed terms, Barbour will immediately cease your subscription to British Standards.
(c) You acknowledge that different rates may apply to members and non-members of the British Standards Institute. The rate applicable to you will be show on your Order Form.
(d) If you subscribe on the basis of reduced member rates, but fail to become a member of the British Standards Institution within 3 months, we will cease to provide access to British Standards.
(e) We will provide the information about you that is set out on your Order Form to the British Standards Institute in order that they can check your membership status. We may provide this information more than once during the term of this Agreement.
6.2 National Standards Authority of Ireland
If your subscription includes the National Standards Authority of Ireland, we will provide the information that is set out on your Order Form to the National Standards Authority of Ireland.
6.3 Fire Protection Association
If you subscribe to our Fire Plus Service, membership of the Fire Protection Association is included. We will provide your personal details to the Fire Protection Association in order that they can register you as members and send you any necessary documentation.

7. Subscriber’s obligations

7.1 You will:
(a) ensure that the Order Form is complete and accurate;
(b) co-operate with Barbour in all matters relating to the Services;
(c) take reasonable steps to ensure that nobody other than End Users access the Content or Services using your username(s) and password(s); and
(d) ensure that the End Users are aware of and comply with the terms of this Agreement.
7.2 All acts and omissions of, and use of the Services and/or the Content by End Users shall be deemed to be your acts and omissions.
7.3 You are solely responsible for the appropriate use and adaption of the Content for Your own use.
7.4 You are responsible for configuring your information technology, computer programmes and platform in order to access the Services. Notwithstanding clause 8.2, you should use your own anti-virus software.
7.5 When you submit any individual’s personal information to Barbour, you agree and confirm that you have obtained consent from that individual to the collection, use and disclosure of such personal information by Barbour in accordance with our privacy policy.

8. Barbour’s obligations

8.1 Barbour warrants that your use of the Content will not infringe any third party intellectual property rights. Breach of warranty claim shall be your sole and exclusive remedy and our entire obligations and liability, for infringement of any third party intellectual property rights.
8.2 We will take reasonable steps to ensure that our website and any files that you download from our website are free of viruses and other harmful code.
8.3 We will use our best endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will use reasonable endeavours to notify you in advance of any significant planned downtime, which, if reasonably practicable, we will schedule outside normal United Kingdom working hours (09:00 to 17:00 UK time).

9. Support

9.1 To the extent that appears to Barbour to be reasonably necessary, Barbour will provide instruction in the operation and use of the Services during the Subscription Period.
9.2 Following delivery of the Services, at your request, Barbour shall provide advice and assistance by telephone, email or live chat concerning the use of the Services. Barbour will endeavour to make this assistance available to you between the hours of 09:00 and 17:00 (UK time) on Business Days. Barbour shall use reasonable care and skill in providing advice and assistance but it does not give any assurance that it will be able to answer every question put to it.
9.3 If (but only if) you are able to demonstrate that a reported problem is a Fault, and is not due to the way in which the Services are being accessed or used or to the computer resources used by you, Barbour shall use reasonable endeavours to fix that Fault and shall provide you with a workaround solution as soon as reasonably practicable. But Barbour does not give any assurance regarding the timely resolution of any such Fault and Barbour has no liability for any loss, damage, costs or expenses that you may suffer or incur as a result of any delay in providing a fix or workaround.
9.4 You shall provide all information and assistance Barbour reasonably asks for when attempting to provide a fix or workaround for a Fault.

10. Charges and payment

10.1 The Charges for the Services shall be as set out on the Order Form.
10.2 Barbour shall invoice you annually in advance and you shall either make a one-off payment or pay by monthly direct debit, as agreed with Barbour.
10.3 If you make a one-off payment, you shall pay each invoice:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Barbour.
10.4 If Barbour agrees that you may pay by direct debit, then:
(a) the Subscription Fee is payable in the instalments and on the dates agreed with Barbour (excluding VAT, which shall be subject to the provisions of 10.4(c));
(b) at least 30 days before the first payment date, you shall deliver to Barbour a properly executed bankers direct debit mandate (in a form acceptable to Barbour) for payment of the instalments; and
(c) each year you shall pay Barbour the VAT on the Subscription Fee, on or before the first payment date.
10.5 All amounts under this Agreement are exclusive of value added tax (“VAT”). Where any taxable supply for VAT purposes is made under this Agreement by Barbour, you shall, on receipt of a valid VAT invoice from Barbour, pay to Barbour such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services or at any other time requested by Barbour.
10.6 If any payment remains unpaid for a period in excess of seven (7) days following any payment date, then without prejudice to any other rights under this Agreement:
(a) you shall pay interest on the overdue amount at the rate of 4% per cent per annum above the base rate of the Lloyds Bank plc from time to time. Such interest shall accrue on a daily basis and be compounded quarterly 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;
(b) Barbour is entitled to immediately seek payment of the full balance of the Subscription Fee together with payment of any sums already due and outstanding under this Agreement;
(c) Barbour shall be entitled to suspend your access to all of any Services until it receives in cleared funds the full balance of the Subscription Fee 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 possible.
10.7 You shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Barbour may at any time, without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by Barbour to you.
10.8 Barbour reserves the right to increase the annual Subscription Fee with effect from the end of the Initial Term or any Extended Term by giving written notice at least 40 days before the increase takes effect.

11. Intellectual property rights

11.1 You acknowledge and agree that Barbour and our licensors own all Intellectual Property Rights in the Content and the Services. Except as expressly stated in this Agreement, this Agreement does not grant or assign to you any Intellectual Property Rights or any other rights or licences in respect of the Content and Services.

12. Disclaimer

12.1 Barbour gives you no warranty or assurance except as set out in clause 8.1. You acknowledge that all implied warranties and conditions are excluded to the maximum amount permitted by law.
12.2 Barbour uses best endeavours to keep the Content up to date and to develop the Services to meet subscribers’ needs. However, you should note in particular:
(a) the Content is not intended to constitute a definitive or complete statement of any subject, nor is any part of it intended to constitute legal or professional advice for any specific situation;
(b) Barbour does not undertake any obligation to consider whether the information provided to or by us for the purposes of the Content is either sufficient or appropriate for any particular actual circumstances;
(c) the Content includes archived information or resources which may be incorrect or out of date;
(d) Barbour exercises reasonable care and skill to reproduce third party material accurately, but it does not check that the information in third party materials is correct;
(e) Barbour is a provider of know-how and resources. Barbour does not accept any responsibility for action taken as a result of information provided by it. You should take specific advice when dealing with specific situations. The Services are general and educational in nature and may not apply to your specific facts and circumstances. In particular, any Service in the nature of a telephone helpline only provides general information and guidance;
(f) Barbour gives you no warranty or assurance that the Services and Barbour’s means of delivering them are compatible with your software or computer configuration or that they will be free of non-material errors; and
(g) Barbour may change all or part of the Services (including the look and feel of the Services, and the Content) at its discretion.
12.3 Any opinion given in the Content is the opinion of the author. Barbour exercises reasonable care and skill in choosing and appointing authors, but such opinions are not, and should not be taken as being, the opinion of Barbour.

13. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

13.1 Nothing in this Agreement shall limit or exclude either party’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by applicable law.
13.2 Subject to clause 13.1, Barbour shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
(a) any failure of, or problems with, the Service to the extent that such failure or problem is in any way connected with Your use of any other resources which have not been expressly pre-approved by Barbour;
(b) any loss, damage, costs or expenses arising as a result of any errors in or omissions from any third party material, except to the extent that such error or omission arises from Barbour’s negligence;
(c) loss of profits;
(d) loss of sales or business;
(e) loss of agreements or contracts;
(f) loss of anticipated savings;
(g) loss of use or corruption of software, data or information;
(h) loss of damage to goodwill; and
(i) any indirect or consequential loss.
13.3 Subject to clause 13.1, each party’s total aggregate liability to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to four times the annual Subscription Fee in relation to an event or series of connected event. You acknowledge that this limitation is reasonable.
13.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
13.5 Barbour may withdraw any of the Content at any time at its discretion.
13.6 You will be fully liable for the unauthorised use of the Services and Content by the End Users.
13.7 You will indemnify Barbour and keep Barbour indemnified against all claims, actions, proceedings, losses, damages, expenses and costs arising out of or in connection with any of the following:
(a) your use of the Content or Services outside the terms of this Agreement or any content provider’s terms of use which form part of the Agreement and/or have been notified to you; and
(b) the use or reliance upon the Services or the Content by any person other than you contrary to clause 7.1(c).
This indemnity includes the reimbursement of all costs (including legal costs) and expenses incurred by Barbour in connection with any of these things, and of all money Barbour (or UBM (UK) Limited) pays to any third party on the order of any court or tribunal of competent jurisdiction or on the reasonable advice of solicitors.
13.8 This clause 13 shall survive termination of this Agreement.

14. Termination

14.1 Without limiting its other rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(c) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.
14.2 Without limiting its other rights or remedies, Barbour may terminate this Agreement with immediate effect by giving you written notice if:
(a) you are in material breach of any of the terms of this Agreement and fail to remedy that breach within 7 days of being given notice of it;
(b) you fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than 7 days after being notified to make such payment.
14.3 Without limiting your other rights or remedies, you may terminate this Agreement with immediate effect by giving Barbour written notice if Barbour:
(a) varies this agreement; or
(b) materially alters the Content or the Services,
in such a way that materially adversely affects you.
14.4 Without limiting its other rights or remedies, Barbour may suspend provision of the Services under this Agreement or any other contract with you if you become subject to any of the events listed in clause 14.1(a) to clause 14.1(c) or Barbour reasonably believes that you are about to become subject to any of them.

15. Consequences of termination

15.1 On termination of this Agreement for any reason:
(a) your licence to use the Services shall immediately terminate;
(b) you shall immediately pay to Barbour all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Barbour shall submit an invoice, which shall be payable by you immediately on receipt;
(c) you shall return all of Barbour’s property (if any);
(d) you shall destroy all copies of the Content, including the deletion of electronically-stored copies, except:
(i) those parts of the Content which you have included in your internal documents in accordance with this Agreement;
(ii) those parts of the Content which you have links to in your internal documents in accordance with this Agreement; or
(iii) any part of the Content which you received through the Services but which is publicly available; and
(e) clauses which expressly or by implication survive termination shall continue in full force and effect.
15.2 If you terminate this Agreement under clause 14.3, you shall be entitled to a refund of any part of the Subscription Fee which you have paid and which relates to the period after the date of termination (calculated on a pro rata basis).

16. General

16.1 Force majeure.
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
16.2 Assignment and other dealings.
(a) Barbour may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.
(b) You shall not, without Barbour’s prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement.
16.3 Confidentiality.
(a) Each party undertakes that it shall not at any time during this Agreement and for a period of five years after termination of this Agreement disclose to any person any confidential information concerning the business, affairs, subscribers, clients or suppliers of the other party, except as permitted by clause 16.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 16.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under this Agreement.
16.4 Entire agreement.
(a) 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.
(b) 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 based on any statement in this Agreement.
16.5 Variation.
Notwithstanding clauses 4.3 and 10.8, Barbour may vary this Agreement (other than the Subscription Fee) by giving written notice to you at least 30 days in advance. You will not be bound by the changes unless you accept them. You will be deemed to accept the changes if you: (i) pay any part of the Subscription Fee in respect of the next year; or (ii) use the affected Services after the change is stated to take effect.
16.6 Waiver.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.
16.7 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 16.7 shall not affect the validity and enforceability of the rest of this Agreement.
16.8 Notices.
(a) Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at the address set out on the Order Form, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email (addressed to help-barbour@ubm.com).
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 16.8(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, at 9.00 am on the Business Day after transmission.
16.9 Third parties. No one other than a party to this Agreement shall have any right to enforce any of its terms, other than UBM group companies.
16.10 Governing law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
16.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.