These terms of use apply to the access to and use of the Onclusive Forward Planning Services by Subscribers (the 'Subscriber').
This Subscription Licence Agreement ('Agreement') is between the Subscriber and Onclusive Forward Planning.
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Definitions
In this Agreement:
'Onclusive Forward Planning Service' means the business information services which may be accessed by its fee paying subscribers
via the following websites:
login.applanner.com
forwardplanner.com
www.markets-tracker.co.uk
www.marketing-planner.co.uk
www.media-planner.co.uk
or any other Onclusive Forward Planning web platform subscription service as may be offered from time to time.
'Subscription Fee' means the fees charged for use of the Onclusive Forward Planning Service as stated in this Agreement
'Information' means any information, except Web Content, contained in the Onclusive Forward Planning Service;
'Password' means an individual password provided by Onclusive Forward Planning to the Subscriber pursuant to which a Subscriber
is enabled to access the Onclusive Forward Planning Service;
'Web Content' means publicly available content which may be accessed through the Onclusive Forward Planning Service via links
to third party sites on the internet, and which is identified within the Onclusive Forward Planning Service as being from a web site.
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Onclusive Forward Planning Service
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Onclusive Forward Planning grants to the Subscriber a non-exclusive, non-transferable, non-sublicensable, non-assignable license
to use the Onclusive Forward Planning Service and the Information pursuant to the terms of this Agreement.
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Onclusive Forward Planning retains control and ownership of the form and content of the Onclusive Forward Planning Service.
The Subscriber shall not acquire any ownership rights in the Onclusive Forward Planning Service or the Information, and the
Subscriber shall not alter the form or content of the Onclusive Forward Planning Service without the written permission of Onclusive
Forward Planning.
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The Information contained within the Onclusive Forward Planning Service is either licensed from third party information providers
or is proprietary to Onclusive Forward Planning. The Subscriber acknowledges that rights to use the Information in this Agreement
are contractual and exist independently of copyright law, accordingly these rights cannot be affected by any licence from a
copyright holder or a reproduction agent acting on their behalf.
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Use of the Onclusive Forward Planning Service
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The Subscriber may:
(a) review and download Information for his/her own use; and
(b) include in internal reports and/or reports to customers, on an occasional and infrequent basis, data extracts from the
Information, provided that such data extracts are attributed to Onclusive Forward Planning as the source.
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The Subscriber shall not:
(a) reproduce, distribute, display, sell, publish, broadcast or circulate the Information to any third party (other than as
authorized in section 3.1(b)), nor make the Information available for any such use;
(b) remove, conceal or alter any copyright notices contained in the Onclusive Forward Planning Service or the Information;
(c) create or store in electronic form any shared library or archive of Information which could be used as a research application;
(d) use the authority granted in section 3.1(b) as a substitute for other users to subscribe for the Onclusive Forward
Planning Service, and for the avoidance of doubt, the Subscriber may not on a regular basis, or an irregular but frequent
basis, distribute more than small amounts of the Information to any individuals; or
(e) share the Password with any third party.
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The Subscriber shall comply with any additional restrictions notified by means of any on-screen notices contained within a
data item to which the additional restriction relates.
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Subscription Fee
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The Subscriber agrees to pay the Subscription Fee to Onclusive Forward Planning within 14 days of receipt of invoice. In addition
to the relevant Subscription Fee, the Subscriber shall be responsible for all applicable sales, value-added and other such
taxes or duties (including withholding tax) payable in respect of this Agreement, so that after payment of any such taxes or
duties the amount received by Onclusive Forward Planning is not less than the aggregate of the Subscription Fee.
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If the Subscriber is based within any member state of the European Union, then VAT will be charged unless a valid VAT number is
provided to Onclusive Forward Planning. If the Subscriber is based outside the European Union, then no sales or value added tax
will be charged. These statements are true as at 1 January 2006, the position may change which could result in a Subscriber
becoming liable to pay any such tax.
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Onclusive Forward Planning reserves the right to increase the Subscription Fee on each anniversary of the Commencement Date by no
more than the prevailing UK RPI.
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Term and termination
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This Agreement will continue for the Initial Term and thereafter until terminated by either party giving 6 months written notice,
such notice to take effect no earlier than the end of the Initial Term.
Where the Subscriber has already paid in advance no refund will be due. Termination will take effect on the later of the end of
the 6 months written notice or expiry of the subscription already paid for.
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If the Subscriber commits a material breach of this Agreement, Onclusive Forward Planning may suspend any Service without notice or
penalty until such breach is remedied. Onclusive Forward Planning will give the Subscriber written notice of such breach.
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Notwithstanding the above Onclusive Forward Planning reserves the right to terminate this Agreement immediately if payment is more
than 30 days overdue.
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Warranty, liability, indemnity and force majeure
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Onclusive Forward Planning shall make reasonable efforts to ensure the accuracy and reliability of the Onclusive Forward Planning
Service. Except as specified in this Agreement, all express or implied representations, warranties, conditions and undertakings
are excluded. This Agreement does not give the Subscriber any rights against third party information providers with respect to
use of Information.
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Onclusive Forward Planning accepts liability only for: death or personal injury caused by its negligence; or any other direct loss
or physical damage caused by its negligence or wilful misconduct. Neither Onclusive Forward Planning, nor any of its affiliates,
will be held liable in relation to the accuracy or timeliness of the Information or for any loss or damage of any type in
connection with the provision of or failure to provide Onclusive Forward Planning Service, except as set out in this section 7.
The total liability of Onclusive Forward Planning under this Agreement shall, to the extent permitted by law, under no circumstances
exceed the Subscription Fee paid by the Subscriber in the twelve months preceding such claim.
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Onclusive Forward Planning shall have no liability in respect of any delay or failure to carry out any of its obligations under
this Agreement caused by fire, strikes or other industrial action or dispute, acts of Government, default of suppliers or
subcontractors, or any circumstances outside the reasonable control of Onclusive Forward Planning.
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The Web Content is not included as Information for the purposes of this Agreement and Onclusive Forward Planning does not accept
any liability in relation to the Web Content.
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The Subscriber shall indemnify Onclusive Forward Planning for any loss or damage suffered arising out of any use of the Information
beyond the rights expressly granted to the Subscriber under this Agreement.
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Notices
Other than as set out below, all notices shall be in writing, and delivered by facsimile or electronic mail, to the addresses stipulated
by each party. Notice shall be deemed received on the date actually received.
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General
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The terms and conditions set out in this Agreement represent the entire agreement between both parties relating to the Onclusive
Forward Planning Service and supersede all prior agreements and representations. No failure or delay by any party in exercising
any right, power or remedy under this Agreement shall operate as a waiver of any such right, power and/or remedy. Neither party
will be liable for any loss or failure to perform an obligation due to circumstances beyond its reasonable control.
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The official language of this Agreement shall be the English language and no translation into any other language may be used in
its interpretation.
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This Agreement shall be governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts to
resolve any disputes between them.