Terms and conditions

1, Terms and conditions

This document sets out the Terms and Conditions upon which Blue and Green Ltd T/A AVN Research (the Company) provides publications, briefings, presentations, consultancy and any other activities (Services) including reports, presentations, briefings, newsletters, downloads, web sites and any other formats that the company might employ for dissemination and presentation of data, forecasts, analysis and interpretation (Deliverables) to its customers, organisational, institutional, media and commercial partners (Clients).

Use of the Company’s Services, Deliverables, web site and other resources constitutes acknowledgment of and assent to by Clients to be bound by these Terms and Conditions. Unless there is another written agreement between the Client and the Company that modifies or varies these Terms and Conditions this statement represents the entire agreement between the Company and the Client.

These Terms and Conditions will apply to any transaction, order or exchange for Services and Deliverables whether paid for or not or whether the subject of a formal order or not between the Company and its Clients. Any Services and Deliverables subject to any interaction between the Company and its Clients will be governed by a Licence as detailed below.

2. Definitions

Authorised Users: Authorised Users are persons or legal entities entitled to use Services and Deliverables in accordance with a Licence as determined by the Company and acknowledged by the Client when placing an order for Services and Deliverables and if where no formal order is placed at the point of receipt of Services and Deliverables.

Authorised Users include Clients’ direct employees within a specified business unit, branch or subsidiary (a Site). Unless otherwise specified by the Company for specific Services or Deliverables Authorised Users do not include subcontractors, suppliers or customers of Clients or any other third party.

Intellectual Property (IP): IP is defined to include copyrights, patents, utility models, trade marks, service marks, design rights (registered and unregistered), database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated to any such rights.

3. Licences for Services and Deliverables

In accepting provision of Services and Deliverables by the Company Clients acknowledge that the legal and beneficial interest in IP vested in those Services and Deliverables are and will remain the property of the Company in perpetuity. Clients may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any data, text, illustration, photograph, chart, table or diagram, in whole or in part, except as expressly permitted in by the Licence granted by the Company.

Agreement by the Company to provide is Clients with Services and Deliverables creates a non-exclusive, non-transferable Licence to enjoy the benefits of the Company’s IP rights for a limited period for the sole purpose of receiving the agreed Services and Deliverables. The Company’s acceptance of the Clients order or the Clients receipt of Services and Deliverables from the Company creates a Licence subject to the following restrictions:

Clients may only use the Company’s IP contained with Services, Deliverables and other resources for their own internal business purposes at the site or sites specified in the Clients agreement with the Company. Clients may not sell, licence, publish, broadcast or otherwise circulate IP derived from Services and Deliverables other than to Authorised Users and for the express purposes licensed by the Company.

Specified Services and Deliverables will be provided to Clients for which the definition of Authorised Users has been extended to allow Clients limited use of the Company’s IP for communication with the Clients commercial partners and customers in the normal course of business. Any such use must include an acknowledgment of the Company’s IP rights in the form of a copyright notice and a clear identification of the Company as the source.

By placing an order or accepting receipt of Services and Deliverables Clients acknowledge their responsibility for safeguarding the Company’s IP rights by ensuring that access to Services and Deliverables is restricted to Authorised Users only and that adequate security is in place to secure the Services, Deliverables and other resources whether held in physical or electronic form.

4. Disclaimer and limitation of liability

Services and Deliverables are provided for information only and are not intended as nor should be interpreted as advice or recommendations. The Company disclaims all warranties as to the accuracy, completeness and adequacy of Services, Deliverables and other resources. The Company accepts no liability for errors, omissions and inadequacies in the information supplied or for the interpretations thereof nor does the company warrant that the provision of Services and Deliverables will be uninterrupted. The sole and exclusive remedy available to Clients dissatisfied with the Company’s Services and Deliverables is to desist from using the Services, Deliverables and other resources available from the Company.

The Company will not be liable for any loss or injury resulting directly or indirectly from the use of Services, Deliverables and other resources whether or not caused in whole or in part by the Company’s negligence or by contingencies within or beyond the Company’s control. The entire risk as to the quality and performance of the Services, Deliverables and other resources and and the accuracy and completeness of any such is assumed exclusively by Clients. Neither the Company nor its affiliates, offices and directors hall be liable for any direct, indirect, special or consequential loss or damages arising from the use or inability to use the Company’s Services, Deliverables or other resources.

The Company accepts no liability for the accuracy, completeness and adequacy of information where it is obtained the public areas of the Company’s web site by those who use its contents but elect not to enter into any Client agreement with the Company. The Company does not provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information found or offered on its website for any particular purpose. Use of any information on this website is entirely at the user’s risk, for which the Company shall not be liable.

5. Indemnity

Clients agree to indemnify, defend and hold the Company and its affiliates, and their respective officers, directors, owners, agents and contributors harmless from and against any and all claims, liability, losses, costs and expenses (including legal fees) incurred by the Company in connection with any use or alleged use of Services, Deliverables and other resources supplied to or obtained through any order or agreement with the Client  The Company reserves the right to assume the exclusive defence and control of any matter otherwise subject to this indemnity.

6. Right to change Terms and Conditions

The Company reserves the right to change these Terms and Conditions at any time and the current copy will be that accessible from the Terms and Conditions link on the home page of the Company’s web site.

7. Termination

The Client acknowledges the waiver of the right to cancel following receipt of Services, Deliverables and other resources in whole or in part. The Company reserves the right, in its sole discretion, to restrict, suspend or terminate Clients access to all or any Services, Deliverables and other resources at any time for any reason without prior notice or liability.

8. Jurisdiction

Any agreements between the Company, its Clients and other users of the Company’s IP are subject to the laws of England and Wales. Parties to any agreement with the Company irrevocably consent to bring any action in the English courts.