Terms & Conditions

The Order Form and these written terms constitute the entire agreement (‘this Agreement’) between Barbour and the Subscriber concerning the Services and the Service Content. Any terms (whether conditions, warranties or other terms) which would otherwise be implied (whether by statute, common law, custom, course of dealings, or the Subscriber’s circumstances) are excluded.

The meanings of defined terms used in this Agreement are set out at Clause 13.
1 THE SERVICES

1.1 Barbour will provide the Services to the Subscriber.

1.2 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 and UBM (UK) Limited has no liability for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of any delay.

1.3 It shall be the obligation of the Subscriber to notify Barbour of any changes to the address/es set out on the order form and  UBM (UK) Limited shall not be liable for any loss, damage, costs or expenses resulting from the failure by the Subscriber to notify Barbour of any such change.

1.4 Where the Services involve the supply of physical media (including CD-ROMs and operating manuals), it remains Barbour’s property. Risk in such items passes to the Subscriber upon its receipt of those items, and the Subscriber shall promptly notify Barbour if any is lost or damaged.

1.5 Where the Services are online services, Barbour will deliver them by making them available to the Subscriber via the Internet by granting the Subscriber facilities for accessing them (including accounts, permissions and passwords) at the addresses set out on the Order Form unless otherwise agreed by the parties.

1.6 Barbour will not deliver any British Standards or Irish Standards until the Subscriber has complied with Clauses 3.1 and 3.2 respectively.

1.7 Barbour reserves the right to change the nature, content and look-and-feel of the Services without prior notice. In particular, Barbour might change the Services and the Service Content for editorial reasons or if it ceases to have the right to include certain content. These changes could be substantial.  Barbour shall be the sole arbiter of any changes and what Service Content should or should not be included.

1.8 Barbour reserves the right to withdraw any or all of the Services at any time at its discretion. If Barbour withdraws a Service, this Agreement will continue and Barbour’s only liability to the Subscriber is to repay that proportion of any monies already paid by the Subscriber which relate to the Subscriber’s use of that Service after its withdrawal. UBM (UK) Limited has no liability for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of the withdrawal of the Services.

2 LICENCE

2.1 The Services, the Service Content and any passwords issued by Barbour are protected by copyright and other intellectual property rights. These rights are either owned by Barbour or are licensed to Barbour and the Subscriber will not acquire any rights or interests to or in any part of them.

2.2 Barbour grants the Subscriber a non-exclusive, non-transferable licence to use the Services and the Service Content in the manner and to the extent set out in this Agreement, but not otherwise.

2.3 Unless otherwise notified to the Subscriber (which includes notices and licence terms displayed or provided in the Order Form or as part of the Services or Service Content), the Services and the Service Content are provided to and licensed for use by the Subscriber on a world-wide basis for use in the course of the Subscriber’s own business only and are not  to be used or relied upon by any third party.

2.4 The Services and Service Content may include copyright notices and terms of access and use, issued by persons who own intellectual property rights in the Service Content. The Subscriber shall fully comply with those terms and notices. The reproduction of parts of the Service Content is also subject to restrictions imposed by third parties, and the Subscriber shall abide by all restrictions in force from time to time. These are described in the Services and/or the Service Content.

2.5 Where the Order Form restricts access to, or use of, the Services to particular or a maximum number of End Users and/or Sites, the Subscriber shall ensure that these restrictions are complied with unless and to the extent that greater access and use is expressly authorised in respect of any part of the Services.

2.6 The Subscriber may view, print out and copy text from parts of the Service Content 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 Service Content
(b) no copies are made where this is expressly prohibited or the Service Content is presented in a read-only format;
(c) documents and other text is copied without changing the original meaning;
(d) the identity of the copyright owner(s) is clearly acknowledged in any document or other material in which the copied Service Content is reproduced
(e) each document or other material in which the copied Service Content is reproduced is only 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.
(f) the Subscriber does not claim any intellectual property rights in the copied Service Content.

2.7 The Subscriber may store only such electronic copies of the Service Content as are reasonably necessary in all the circumstances to enable it to make reasonable use of the Services in accordance with this Agreement.

2.8 The Subscriber may not make any use of the Services or Service Content except as expressly authorised in this Agreement. In particular, the Subscriber shall not:

(a) modify, alter or adapt the Services or the Service Content or any underlying software
(b) copy, disclose or otherwise use any part of the Service Content or any account or 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 computer program;
(d) use the Services or the Service Content 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 Service Content, or purport to do so, or provide access to any of them or any copy of any of the Service Content.

2.9 The scope of the licence granted hereunder, including the number of licensed End Users and Sites, 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 BRITISH AND IRISH STANDARDS

3.1 If the Services include British Standards:

(a) Subscribers to Services which include British Standards must be members of the British Standards Institution or undertake to become a member within 3 months of subscribing to those Services.  If the Subscriber does not become a member within 3 months 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.
(b) 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 licence 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.  The Subscriber acknowledges that such agreement is a condition of its use of British Standards derived Services.

3.2 If the Services include Irish Standards, the Subscriber shall comply with the additional terms and conditions provided by Barbour regarding the use of those Irish Standards. In the event of any inconsistency between this Agreement and those additional terms, those additional terms shall prevail. The Subscriber shall promptly complete, execute and return one copy of those terms to Barbour.

4 SUPPORT

4.1 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.

4.2 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 (UK time) 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 it does not give any assurance that it will be able to answer every question put to it.

4.3 If (but only if) the Subscriber is able to demonstrate that a reported problem is a Fault, and is not due to the way the Services are being accessed or used or to the computer resources used by the Subscriber, Barbour shall use reasonable endeavours to fix that Fault and shall provide the Subscriber with a workaround solution as soon as reasonably practicable. But Barbour does not give any assurance regarding the timely resolution of any such Faults, and UBM  (UK) Limited has no liability for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of any delay in providing a fix or workaround.

4.4 The Subscriber shall provide all information and assistance Barbour reasonably asks for when attempting to provide a fix or workaround for a Fault.

5 THE SUBSCRIBER’S OBLIGATIONS AND LIABILITIES

5.1 The provisions of this Clause 5 are in addition to any obligation or liability the Subscriber has under general law and the other terms of this Agreement.

5.2 The Subscriber shall comply with any terms of use or policies for  reasonable or acceptable usage  supplied with or attaching to the Services.

5.3 The Subscriber shall ensure that all End Users are employees of the Subscriber, are trained, competent and correctly authorised to use the Services, and that they do not do anything to put the Subscriber in breach of this Agreement.

5.4 The Subscriber accepts full responsibility and liability for the unauthorised use of the Services and Service Content by the End Users and its employees, and that which results from unauthorised access to facilities granted to the Subscriber.

5.5 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.

5.6 The Subscriber shall ensure that the computer resources and communications networks it uses to access the Services are adequate for that purpose.

5.7 Where Barbour has granted facilities for accessing the Services (including accounts, permissions and passwords), the Subscriber shall effect and maintain adequate security measures to restrict their use 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.

5.8 The Subscriber shall indemnify UBM (UK) Limited, and keep it indemnified, against all claims and proceedings any third party makes or brings against UBM (UK) Limited in connection with any of the following:

(a) the use by the Subscriber of the Services or the Service Content outside the terms of this Agreement or any content provider’s terms of use which form part of the Service Content and/or have been notified to the Subscriber;
(b) the use of or reliance upon the Services or  the Service Content provided to the Subscriber by any person other than the Subscriber contrary to Clause 2.3;
(c) any processing of any personal information which is undertaken or authorised by the Subscriber, including any such processing by UBM (UK) Limited;
(d) any information put in the Services by the Subscriber.
This indemnity includes the reimbursement of all costs (including legal costs on a solicitor and client basis) and expenses incurred by UBM (UK) Limited in connection with any of these things, and of all money 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 its solicitors.

6 PAYMENT TERMS

6.1 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 that year unless otherwise stated. No invoice shall remain unpaid for more than 28 (twenty-eight) days from its date of issue.

6.2 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 6.2(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;

6.3 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 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 suspend the Subscriber’s access to 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.

6.4 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 UBM (UK) Limited against all loss, damage, costs and expenses it suffers or incurs in connection with the Subscriber’s failure to do so.

6.5 Barbour reserves the right to increase the Total Cost with effect from the end of the Initial Term or an anniversary of that date by giving written notice at least 40 (forty) days’ before the increase takes effect.

7 RESTRICTIONS ON UBM (UK) LTD LIABILITY

7.1 UBM (UK) Limited is not responsible or liable for any failure of, or problems with, the Services (whether provided by UBM (UK) Limited or by a third party used or employed by UBM (UK) Limited or their availability 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.

7.2 This Clause 7.2 applies to any service which is dependent on the correct functioning of any computer program.  The nature of computer programs is such that Barbour cannot give any assurance that the operation of the Service will be free from errors. The Subscriber acknowledges and accepts that there may be errors in the operation of the Service, and in computer programs comprised in the Service, and agrees that the UBM (UK) Limited has no liability for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of such errors.

7.3 The Services (whether provided by UBM (UK) Limited or by a third party used or employed by UBM (UK) Limited)  are for use only as an aid by persons with an understanding of all the issues involved, and UBM (UK) Limited has no liability for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of any use of, or reliance on, the Services (whether provided by UBM (UK) Limited or by a third party used or employed by UBM (UK) Limited) or the Service Content by any person who does not have an understanding of all the issues involved.

7.4 The Services (whether provided by UBM (UK) Limited or by a third party used or employed by UBM (UK) Limited) are not a substitute for professional or legal advice. In particular, any Service in the nature of a telephone helpline only provides general information and guidance; it should not be treated as professional or legal advice or a professional or legal recommendation.  The Subscriber agrees to seek professional/legal advice as appropriate, and UBM (UK) Limited shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of relying on the Services (whether provided by UBM (UK) Limited or by a third party used or employed by UBM (UK) Limited) or the Service Content (including but not limited to any information provided via the telephone helpline).

7.5 Where the Services (whether provided by UBM (UK) Limited or by a third party used or employed by UBM (UK) Limited) automatically generate bespoke results (including combinations of elements of the Service Content), Barbour is unable to review such results and does not give any assurance that such results will be complete, accurate, or appropriate. The Subscriber agrees to seek professional/legal advice as appropriate, and UBM (UK) Limited shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of relying on any such results.

7.6 Any Service Content (including but not limited to Barbour Guides, Briefings and CPD notes and information provided as part of a telephone helpline) 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 help persons with an understanding of all the issues involved.  UBM (UK) Limited shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of any person relying on that Service Content (including but not limited to any information provided via the telephone helpline).

7.7 Barbour exercises reasonable care and skill to reproduce third party material accurately, but it does not check that the information contained in that material is correct and UBM (UK) Limited shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of any errors in, or omission from, any third party material except to the extent that it results from Barbour’s negligent error.

7.8 Barbour regularly checks the presentation of the Service Content in the web-based services to ensure that it is accessible and well presented, but it does not check the reliability, suitability or any other quality of any product or service described in the Service Content, and no reference in the Service Content to any person, product or service is an endorsement or assurance by Barbour concerning any of these. UBM (UK) Limited shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of using or relying on any such product or service.

7.9 Any opinion or express or implied statement or other representation expressed in the Service Content is the opinion of the author. (The term ‘author’ includes any individual providing information via a telephone helpline).  Barbour exercises its reasonable care and skill when appointing authors, and in expressing their opinions, statements and other representations in the telephone helpline and web-based services, authors also use their reasonable care and skill but the opinions, statements and other representations made by authors on the telephone helpline or in the web-based services are not those of UBM (UK) Limited and should not be taken as being so. UBM (UK) Limited shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of relying on the opinions, statements and other representations in any Service Content (including any telephone helpline), except to the extent it results from any opinions, statements or representations which are contrary to the intentions of the author due to Barbour’s negligent error or which Barbour has expressly endorsed as its own.

7.10 Barbour exercises reasonable care and skill when appointing independent consultants to provide information via telephone help lines, but subject to this UBM (UK) Limited shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of relying on that information.

7.11 Barbour exercises reasonable care and skill when appointing its own staff to provide information via telephone help lines but subject to this UBM (UK) Limited shall have  no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of relying on that information.

7.12 Links in web-based versions of the Services (whether provided by UBM (UK) Limited or by a third party used or employed by UBM (UK) Limited) may take the Subscriber to websites controlled by third parties. UBM (UK) Limited shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of visiting those websites or of using or relying on any information on those websites.

7.13 Barbour will determine what constitutes the Service Content in the web-based services.  It may include references to products, services, information or other materials which are no longer relevant, current or available. These are included for the Subscriber’s benefit and convenience, but in each case it is the Subscriber’s responsibility to determine the extent to which they remain valid or relevant. UBM (UK) Limited shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of treating the Service Content as complete, exhaustive or up-to-date.

7.14 The results returned by any electronic search facility will not be monitored by Barbour, and Barbour does not give any assurance that any of the results will be complete, accurate or the most appropriate results for the search conducted. The Subscriber is responsible for assessing the results. UBM (UK) Limited shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of relying on the search results being complete or appropriate.

7.15 Barbour shall use reasonable endeavours to display in the web-based services the most recent version of the Service Content supplied to it by third parties.  UBM (UK) Limited shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of the Service Content not being up-to-date.

7.16 Barbour may withdraw any Service Content previously included in the web-based Services (whether provided by UBM (UK) Limited or by a third party used or employed by UBM (UK) Limited) for any reason. UBM (UK) Limited shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of the withdrawal of any Service Content.

7.17 UBM (UK) Limited shall have no liability whatsoever for any indirect or consequential loss or damage the Subscriber suffers.

7.18 UBM (UK) Limited shall have no liability whatsoever for any loss of, or damage to, any revenue, profit, anticipated savings, goodwill or reputation.

7.19 UBM (UK) Limited shall have no liability whatsoever for or in connection with any loss of, or damage to, any data or computer program.

7.20 Barbour takes reasonable precautions to detect viruses and other harmful code in the Services (whether provided by UBM (UK) Limited or by a third party used or employed by UBM (UK) Limited), 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, damage, costs or expenses which the Subscriber might suffer or incur as a result of or in connection with any viruses or other harmful code. UBM (UK) Limited shall have no liability whatsoever for any such loss, damage, costs or expenses.

7.21 Barbour shall be entitled to disable the web-based versions of the Services (whether provided by UBM (UK) Limited or by a third party used or employed by UBM (UK) Limited) in part or whole so as to enable it to undertake maintenance.  This will usually be outside of normal business hours (09:00 to 17:00 UK time). Barbour shall use reasonable endeavours to pre-notify planned maintenance work to the Subscriber where significant downtime is planned.

7.22 UBM (UK) Limited shall have no liability whatsoever for any liability, loss, damage, costs or expenses which the Subscriber suffers or incurs in connection with 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 or database rights by Barbour.

7.23 The total aggregate liability of UBM (UK) Limited for all loss, damage, costs and expenses the Subscriber suffers or incurs in connection with the Services (whether provided by UBM (UK) Limited or by a third party used or employed by UBM (UK) Limited), the Service Content, breaches of this Agreement or misrepresentations relating to any of the foregoing shall not exceed:

(a) Four times the Total Cost in relation to an event or series of connected events.
(b) One million pounds in total.

7.24 The exclusions and restrictions of liability set out in this Agreement cover liability on any legal or equitable basis for all loss, damage, costs and expenses of the kind described even if it is of a kind:

(a) which UBM (UK) Limited 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.

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

7.26 As exceptions to all the other terms of this Agreement, the members of UBM (UK) Limited do not exclude or restrict their liability (if any) for any of the following: (i) personal injury to any individual (whether or not it results in their death) resulting from negligence; (ii) fraud; (iii) fraudulent misrepresentation.

8 DATA PROTECTION POLICY

8.1 UBM (UK) Limited 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 use of the Services by the Subscriber and End Users. The Subscriber (on behalf of itself and the End Users) authorises UBM (UK) Limited to:

(a) process this information
(b) use it for marketing UBM (UK) Limited products and services to the Subscriber and to relevant individuals (including the End Users)
(c) pass this information to any third party used or employed by UBM (UK) Limited in order to provide the Services
(d) pass this information for auditing purposes to the licensors of any computer programs or Service Content included in the Services, third parties associated with the Services, and third parties who have websites with links to or from any website operated by Barbour (or a company associated with Barbour)
(e) monitor and record calls to calls to a telephone helpline for quality and training purposes

8.2 The Subscriber shall ensure that End Users who, directly or indirectly, provide personal data about themselves to Barbour, are aware of the provisions of this Clause 8 and have read the relevant privacy policy appearing on the Barbour website.

9 TERM AND TERMINATION

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

9.2 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.

9.3 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.

9.4 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.

9.5 Barbour may vary this Agreement (other than the Total Cost) by giving written notice at least 30 (thirty) days before the change takes effect, clearly stating the changes and when they take effect. The Subscriber will not be bound by the changes unless it accepts them. The Subscriber is deemed to have accepted them if it: (i) pays any part of the Total Cost in respect of the next year; or (ii) uses the affected Services after the change is stated to take effect.

9.6 The Subscriber’s licence to use the Services and the Service Content 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 all physical media on which the Service Content is contained) or return it to Barbour; and
(b) destroy all other copies of the Service Content, including the deletion of all electronically-stored copies, except those parts of the Service Content 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.

10 FORCE MAJEURE

10.1 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 10 does not relieve the Subscriber from any liability for, or the consequences of, 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 5.7.

11 NOTICES

11.1 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 11. Notices served under Clause 9 must be sent recorded delivery.

11.2 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.

11.3 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.

11.4 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.

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

12 GENERAL

12.1 This Agreement does not confer any right or benefit on any third party other than the other members of UBM (UK) Limited and as a result of the extended definition of ‘UBM (UK) Limited’. 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.

12.2 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.

12.3 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 the End Users and its representatives do it.

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

12.5 All acts and omissions of, and use of the Services and/or the Service Content by, the Subscriber’s directors, officers, employees, End Users and agents are deemed to be those of the Subscriber. Any facilities for accessing the Services (including telephone numbers for help lines, accounts, permissions and passwords) granted by Barbour to the Subscriber’s directors, officers, employees, End Users and agents are deemed to have been granted to the Subscriber for the Subscriber’s use, and their use of them is deemed to be use by the Subscriber.

12.6 Barbour may suspend the Services or 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.

12.7 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 Service Content, and their use.

12.8 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.

12.9 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.

12.10 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 Barbour shall be entitled to assign the benefit and burden of this Agreement in whole or in part to any member of UBM (UK) Limited or upon undertaking a trade sale.
12.11 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 Service Content may contain technical data (eg. Encryption technology) the export, re-export, transfer or sale of which is controlled by U.S. export control laws. The Subscriber shall comply with all U.S export control laws, and acknowledges (on behalf of itself and its End Users) that the diversion of the Service Content by the Subscriber or its End Users in contradiction to U.S. law is prohibited. In addition, the Subscriber acknowledges (on behalf of itself and its End Users) that other nations’ laws may apply to the Service Content. Accordingly, in express consideration for receipt of the Service Content, the Subscriber agrees (on behalf of itself and its End Users) that it and the End Users will comply with all applicable laws that may impose registration, reporting, licensing, or other requirements on sublicensing of the Service Content.

13 INTERPRETATION

13.1 In this Agreement:
‘this Agreement’ means these Barbour Service Terms and Conditions and the Order Form.
‘Barbour’ is a division and trading name of UBM (UK) Limited, and references to Barbour are references to UBM (UK) Limited.

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

‘End User’ means an individual accessing or using the Services and/or the Service Content through any account or other facility made available to the Subscriber by Barbour.

‘Fault’ means a technical fault affecting the delivery of the Services constituting a material deviation from the performance criteria 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.

‘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 6 of this Agreement.

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

‘Service Content’ means the content of the Services, including all spoken information, text, data, diagrams, images, computer programs, thesauruses, metadata and other works, including any physical media used to carry the same.

‘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 may use the Services and the Service Content.

‘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 Order Form has been signed 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 in accordance with this Agreement.

UBM (UK) Limited means UBM (UK) Limited of 240 Blackfriars Road, London SE1 9UY.

UBM (UK) Limited means UBM (UK) Limited, any holding company from time to time of UBM (UK) Limited and any subsidiary or subsidiary undertaking from time to time of UBM (UK) Limited or such holding company, as such terms are defined in the Companies Act 1985.

In any provision of this Agreement which excludes or restricts the liability of UBM (UK) Limited, the reference to UBM (UK) Limited in that exclusion or restriction includes the directors, agents, officers and employees of the members of UBM (UK) Limited to the extent they are acting in the course of their duties.

13.2 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.

13.3 This Agreement is not to be interpreted in a particular way just so as to avoid any overlap between the various exclusions and restrictions of liability.

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

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

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