TERMS AND CONDITIONS

Your attention is drawn in particular to the disclaimers in clause 13 and the limitations on liability in clause 14 below.

This document (together with the documents referred to in it) tells You the terms and conditions on which We supply the Services listed on our Website (www.lrqa-insight.co.uk) to You.  Please read these terms and conditions carefully before ordering any Services from our Website.  You should understand that by requesting our Services You agree to be bound by these terms and conditions.

You should print a copy of these terms and conditions for future reference.

To subscribe to the Services listed on our Website, you must accept these Terms and Conditions.  Please understand that if You refuse to accept these terms and conditions, then You will not be able to proceed to subscribe to the Services.

1.             INFORMATION ABOUT US

1.1           www.lrqa-insight.co.uk is a site operated by Lloyd’s Register Quality Assurance Limited (We).  We are registered in England and Wales under company number 01879370 and with our registered office at 71 Fenchurch Street, London EC3M 4BS.  Our VAT number is GB821176647.

 

2.             DEFINITIONS

You or Your:  The firm, corporation or other organisation entering into this Agreement with us by accepting these terms.  Where the context so requires, You or Your includes Your Authorised Users.

Authorised Users: Includes up to five(5) individuals employed by You. If You require more than five(5) people to have access to the Services, then please e-mail insight@lrqa.co.uk or call us on 024 7688 2211.

Confidential Information: Information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12 .

Services: The services We provide You to allow you to access and use the Insight website (the Website), as described in schedule 1.

Subscription Fee: The subscription fee for the Services to be provided under this Agreement, as specified in clause 10 .

Subscription Period: The period in respect of which a Subscription Fee is payable for any Services, as specified in clause 11 .

 

3.             SERVICE AVAILABILITY

3.1           Our Website is only intended for use by people resident in England, Scotland, Wales and Northern Ireland.

 

4.             YOUR STATUS

By placing an order through our Website, You warrant that:

(a)        You are legally capable of entering into binding contracts; and

(b)        You are at least 18 years old.

 

5.             HOW THE AGREEMENT IS FORMED BETWEEN YOU AND US

5.1           After placing a request to Subscribe, You will be transferred to a secure payment site to continue Your request.  Please note that this does not mean that Your request has been accepted.  Your request constitutes an offer to us to provide the Services.  All requests are subject to acceptance by us, and We will confirm such acceptance to You by sending You an e-mail from the payment site that confirms that the request has been accepted (the Acceptance E-mail) and monies taken.  The Agreement between us will only be formed when You are sent this Acceptance E-mail.

 

6.             AUTHORITY AND LICENCE FOR USE OF WEBSITE

6.1           We authorise Your Authorised Users to access the Website for which You agree to pay us the Subscription Fee.

6.2           This authority starts when You enter this Agreement and ends:

(a)        If the Subscription Period expires and You have chosen not to renew this Agreement under clause 11.2 ; or

(b)        If this Agreement is terminated in accordance with clause 18 .

6.3           You may:

(a)        Search, view, copy and print material from the Website for Your own use; and

(b)        Access the Website while away from Your principal place of work.

 

7.             YOUR OBLIGATIONS

7.1           You will take reasonable steps to ensure that Authorised Users comply with the terms of use of the Services in this Agreement.

7.2           You will take reasonable steps to ensure that nobody, other than Authorised Users, accesses the Website using accounts created with Your username and password.

7.3           You acknowledge and agree that We and our licensors own all intellectual property rights in the Services.  This Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade marks or any other rights or licences in respect of the Services.

7.4           Subject to clause 8 (Our Obligations), You will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with Your use of the Services.

7.5           You are responsible for configuring Your information technology, computer programmes and platform in order to access the Services.

7.6           By submitting any individual’s personal information to us or our affiliates You agree and confirm Your authority to our collection, use and disclosure of such personal information in accordance with our privacy policy available at http://www.lrqa.co.uk/support/privacy.aspx.

 

8.             OUR OBLIGATIONS

8.1           We will use our reasonable endeavours to ensure that the Services are provided continuously and that access to the Website is not interrupted by any event within our control.  We will notify You in advance of any planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom office hours.

 

9.             OUR STATUS

9.1           Please note that in some cases We may provide links on our Website to the websites of other companies, whether affiliated with us or not.  We cannot give any undertaking, that services or products You purchase from third party sellers through our Website, or from companies to whose website We have provided a link on our Website, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. The links are provided for your convenience. We have no control over the availability of the linked third party websites. We are not responsible for the content of the linked websites nor do we make any representations regarding the accuracy of information on such third party websites. The use of linked websites is at your own risk.

9.2           This DISCLAIMER does not affect Your statutory rights against the third party.

 

10.           PRICE AND PAYMENT

10.1         The price of the Services will be as quoted on our Website from time to time and is subject to VAT.

10.2         Payment for the Services must be by credit or debit card.  We accept payment with MasterCard and VISA credit cards, plus Maestro, VISA Debit, VISA Electron, JCB and Solo debit cards

 

11.           SUBSCRIPTION PERIOD

11.1         The Subscription Period of this Agreement will be twelve months from the date of transmission of the Acceptance E-mail.

11.2         At the end of the Subscription Period, this Agreement will be automatically renewed for a further twelve month period, unless either party has provided thirty days written notice to the contrary.

 

12.           CONFIDENTIALITY

12.1         Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

(a)        is or becomes publicly known other than through any act or omission of the receiving party; or

(b)        was in the other party's lawful possession before the disclosure; or

(c)        is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d)        is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e)         is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

12.2         Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

12.3         Each party shall use its best endeavours to ensure that the other's Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this Agreement.

12.4         Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

12.5         This clause shall survive termination of this Agreement, however arising.

 

13.           DISCLAIMER

13.1         WE GIVE YOU NO WARRANTY OR ASSURANCE, EXCEPT AS SET OUT IN CLAUSE 8 ABOVE.  WE DECLARE AND YOU ACKNOWLEDGE THAT ALL IMPLIED WARRANTIES AND CONDITIONS ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13.2         WE USE OUR REASONABLE ENDEAVOURS TO MAINTAIN THE WEBSITE UP TO DATE.  HOWEVER, THE SERVICES ARE NOT INTENDED TO CONSTITUTE A DEFINITIVE OR COMPLETE STATEMENT OF THE LAW, NOR IS ANY PART OF IT INTENDED TO CONSTITUTE LEGAL ADVICE FOR ANY SPECIFIC SITUATION.  WE WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, REGULATORY BREACHES OR NON COMPLIANCE WITH ANY LAWS INCURRED AS A RESULT OF RELIANCE ON THE SERVICES.

13.3         SUBSCRIPTION TO THE SERVICES WILL IN NO WAY AMOUNT TO EVIDENCE OF YOUR COMPLIANCE WITH LEGISLATIVE UPDATES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO MANAGEMENT SYSTEM ASSESSMENTS.

 

14.           OUR LIABILITY

14.1         THIS PARAGRAPH SETS OUT OUR ENTIRE FINANCIAL LIABILITY (INCLUDING ANY LIABILITY FOR THE ACTS OR OMISSIONS OF OUR EMPLOYEES, AGENTS AND SUB-CONTRACTORS) TO YOU IN RESPECT OF:

(a)        ANY BREACH OF THIS AGREEMENT;

(b)        ANY USE MADE BY YOU OF THE SERVICES OR ANY PART OF THEM; AND

(c)        ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION (WHETHER NEGLIGENT OR OTHERWISE) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

14.2         EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT:

(a)        YOU ASSUME SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES BY YOU, AND FOR CONCLUSIONS DRAWN FROM SUCH USE. WE SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION, INSTRUCTIONS OR SCRIPTS PROVIDED BY YOU IN CONNECTION WITH THE SERVICES, OR ANY ACTIONS TAKEN BY US AT YOUR DIRECTION; AND

(b)        ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THIS AGREEMENT.

14.3         NOTHING IN THIS AGREEMENT EXCLUDES OUR LIABILITY:

(a)        FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE; OR

(b)        FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

14.4         SUBJECT TO CLAUSE 14.3 ABOVE:

(a)        WE SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING; AND

(b)        OUR TOTAL AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO THE SUBSCRIPTION FEE DURING THE 12 MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

14.5         UNDER THIS CLAUSE 14 , OUR LIABILITY INCLUDES THAT OF ANY COMPANY IN OUR GROUP AND OUR AND THEIR RESPECTIVE AGENTS, EMPLOYEES AND SUB-CONTRACTORS, YOU INCLUDES ANY OTHER PARTY CLAIMING THROUGH YOU AND LOSS OR DAMAGE INCLUDES ANY LOSSES, DAMAGES, COSTS OR EXPENSES WHATSOEVER OR HOWSOEVER ARISING IN CONNECTION WITH THE SERVICES, WHETHER UNDER THIS AGREEMENT OR OTHER AGREEMENT OR IN CONSEQUENCE OF ANY MISREPRESENTATION, MISSTATEMENT OR TORTIOUS ACT OR OMISSION, INCLUDING NEGLIGENCE.

14.6         WE SHALL HAVE NO LIABILITY TO YOU UNDER THIS AGREEMENT IF WE ARE PREVENTED FROM OR DELAYED IN PERFORMING OUR OBLIGATIONS UNDER THE AGREEMENT OR FROM CARRYING ON BUSINESS BY ACTS, EVENTS, OMISSIONS OR ACCIDENTS BEYOND OUR REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION DEFAULT OF SUB-CONTRACTORS, STRIKES, LOCK-OUTS OR OTHER INDUSTRIAL DISPUTES, FAILURE OF A UTILITY SERVICE OR TRANSPORT OR COMMUNICATIONS NETWORK, ACT OF GOD, WAR, RIOT, CIVIL COMMOTION, MALICIOUS DAMAGE, COMPLIANCE WITH ANY LAW OR GOVERNMENTAL ORDER, RULE, REGULATION OR DIRECTION, ACCIDENT, BREAKDOWN OF PLANT OR MACHINERY, FIRE, FLOOD OR STORM.

 

15.           WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications We send to You should be in writing.  When using our Website, You accept that communication with us will be mainly electronic.  We will contact You by e-mail or provide You with information by posting notices on our Website.  For contractual purposes, You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that We provide to You electronically comply with any legal requirement that such communications be in writing.  This condition does not affect Your statutory rights.

16.           NOTICES

All notices given by You to us must be given to Lloyd’s Register Quality Assurance Limited at the address, Insight (Sales and Marketing), LRQA Ltd, Hiramford, Middlemarch Office Village , Siskin Drive , Coventry , CV3 4FJ . All notices given by us to You must be given using the e-mail address You provide to us when placing a request for Services, or in any of the ways specified in clause 15 above.  Notice will be deemed received and properly served immediately when posted on our Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter.  In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

17.           TRANSFER OF RIGHTS AND OBLIGATIONS

17.1         The Agreement between You and us is binding on You and us and on our respective successors and assigns.

17.2         You may not transfer, assign, charge or otherwise dispose of this Agreement, or any of Your rights or obligations arising under it, without our prior written consent. 

17.3         We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of our rights or obligations arising under it, at any time during the term of the Agreement.

 

18.           TERMINATION

18.1         This Agreement will terminate if You or We are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to the party in breach. If We are in material breach as a result of circumstances within our control, You will be entitled to pro-rata return of the Subscription Fee.

18.2         On termination of this Agreement for any reason:

(a)        all licences granted under this Agreement shall immediately terminate; and

(b)        termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.

19.           REFUNDS

19.1         You are not entitled to a refund of the Subscription Fee once the Acceptance E-mail has been sent unless We are in material breach of this Agreement as a result of circumstances within our control and fail to remedy such breach in the time period specified in clause 18.1.  In this instance, a pro-rata return of the Subscription Fee may be possible.

20.           WAIVER

20.1         If We fail, at any time during the term of this Agreement, to insist upon strict performance of any of Your obligations under this Agreement or any of these terms and conditions, or if We fail to exercise any of the rights or remedies to which We are entitled under the Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve You from compliance with such obligations.

20.2         A waiver by us of any default shall not constitute a waiver of any subsequent default.

20.3         No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to You in writing in accordance with clause 16.

 

21.           OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

21.1         We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.

21.2         You will be subject to the policies and terms and conditions in force at the time that You request the Services from us. We will notify You of any subsequent change to those policies or these terms and conditions in accordance with clause 15.  Unless You notify us to the contrary within 14 days, We have the right to assume that You have accepted the change to the terms and conditions.

 

22.           GENERAL PROVISIONS

22.1         The rights provided under this Agreement are granted to You only, and shall not without our prior written consent be considered granted to any subsidiary or holding company. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under this Agreement.

22.2         This Agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.

22.3         Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

22.4         If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

22.5         If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

22.6         This Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. The only remedy available to it for breach of this Agreement shall be for breach of contract under the terms of this Agreement.

22.7         English law governs this Agreement and the parties submit to the non-exclusive jurisdiction of the English courts.

 

SCHEDULE 1 - SERVICE DESCRIPTION

 

The Services to be provided under this Agreement are the provision of an online information, guidance and advice service by Lloyd’s Register Quality Assurance Limited (“LRQA”) through its Insight website.

The Services provide paid-for access to information based on the support materials, briefing notes and other information regularly updated and provided to the LRQA management system assessors.

The Services will be accessed online via the Insight website (www.lrqa-insight.co.uk) which is updated by a team of in-house researchers, whenever new information felt by us to be important comes to light.

Subscribers can log in to view new and current legal and commercial information, search the website and its archives, filtering the searches by sector, date and keyword, plus printing out individual or group reports

Subscribers to the Services can view considered opinion and analysis of the latest industry and legislative topics including recent developments, changes and updates to business management system standards, new commercial and industrial requirements and other matters (including legislation)

Insight can help subscribers manage and mitigate their management system risks by highlighting relevant legislative and regulatory updates and offering informed ‘real world’ guidance, help and considered opinion, rather than a prescriptive legal update service.

A subscription to the Services will provide login access to the Insight website for 365 days.