EUROMONITOR INTERNATIONAL LTD
TERMS AND CONDITIONS
Date of posting Jan 2015
Welcome to www.euromonitor.com (‘the Site’), which is owned and operated by Euromonitor International Ltd (‘Euromonitor’ , ‘we’ or ‘our’ as applicable).
These Terms and Conditions (‘Terms’) govern the use of this Site including our subscription portal located at www.portal.euromonitor.com and any order for content or services that you place, in particular, the rights you acquire to use such content or services. By using the Site, regardless of whether or not you choose to register, you are agreeing on behalf of your business for it to be bound by these Terms. You should therefore read them carefully to understand your business’s rights and liabilities before placing an order or using the Site. The terms ‘you’, ‘your’ or ‘your business’ in these Terms are a reference to the business on whose behalf you act when using, registering or placing an order from this Site. If you have any queries relating to them, please contact Euromonitor by e-mail ( email@example.com ) or call Euromonitor’s London office during normal business hours. Alternatively, if you do not wish to be bound by these Terms, you should not use the Site.
1 ACCESS AND REGISTRATION
1.1 You must be 18 years of age or over to use this Site.
1.2 You are free to browse many areas of the Site without registering. However, if you want to place an order, access purchased content or access certain other parts of the Site, then you will need to register.
1.3 You must ensure that all the information you provide when you register or place an order is true, accurate, current and complete in all respects.
1.4 If your registration details change, you must edit them in My Profile.
1.5 Our Passport Subscription Services (see further Clause 5 below) can only be accessed via the part of the Site located at www.portal.euromonitor.com using the log-in details provided by Euromonitor after your order for such services has been successfully processed.
1.6 The log-in details for each registration/Passport Subscription Service account are for use by a single user only. Please do not share your log-in details, or allow those of any Authorised Users to be shared, with any other person as you will be held responsible for all activities that occur under these passwords and/or accounts with or without your knowledge.
1.7 If you become aware of any misuse or unauthorised use of your log-in details, including those of any Authorised Users, then you must inform Euromonitor immediately by sending an e-mail to firstname.lastname@example.org.
2 CONTENT AND SERVICES AVAILABLE ON THE SITE
2.1 Euromonitor provides some content on the Site for free (e.g. executive summaries of reports and articles) and some content that we charge for (e.g. full reports). You can purchase this content at the prices stated on the Site or access it by subscribing to a service that includes such content (“Passport Subscription Service”). Any rights not expressly granted in these Terms are reserved.
2.2 If you wish to use our content in any way not expressly permitted in these Terms below (including, but not limited to making them available via an intranet or extranet or to or via a mobile device), you must first request written permission from Euromonitor. Euromonitor may grant or withhold permission for such use at its own discretion. If Euromonitor grants you permission for such use, in addition to any other conditions applied, you must attribute the content to Euromonitor in the following form: “source: © and database right Euromonitor International PLC 2011. All rights reserved.”
3 FREE CONTENT
3.1 Euromonitor makes content available for free on the Site including executive summaries of reports, podcasts and some articles. Please see below for details of how you are permitted to use this content.
Permission to use free content
3.2 You can use the content that we make available for free on the Site for your own reference use only in connection with your business to view online, download one or more items of it onto the drive of one hardware device or print one copy of one or a reasonable number of items, provided you keep intact all and any copyright and proprietary notices. All other rights in relation to our free content are reserved.
4 CONTENT FOR PURCHASE
4.1 Euromonitor offers for purchase market reports, country reports, global reports and company profiles (‘Report(s)’) in digital format for download from the Site. For details of how you can use this content please see below.
4.2 Reports are available for download and use in certain specified formats, for example, Microsoft Powerpoint, Adobe PDF, podcast or video. It is your responsibility to check which format suits your needs best and which will enable you to successfully receive and access any purchased download before you place an order. Please note that from time to time Euromonitor may modify the formats in which the Reports are available, so you should always check before making a purchase.
4.3 When you purchase a Report, you may also be given access to statistical data at no extra charge. Where available, statistical data can be downloaded in Microsoft Excel spreadsheet format. Its use is also subject to the permitted uses and restrictions of use set out below in Clauses 4.5 and 4.6.
4.4 Euromonitor also offers books for purchase which can be found in the Bookstore.
Permission to use purchased content
4.5 When you buy any of our content in digital form, what you are buying is the right to use it (or extracts from the same) for your own reference in connection with your business in the following ways only:-
- to view it online;
- to download one copy of that digital content in an available electronic format;
- to store that content in electronic format on the drive of one hardware device; to print out one copy of that digital content;
- to manipulate any statistical data that is provided with a Report;
provided that you keep intact all and any copyright and proprietary notices.
Restrictions on the use of purchased content
4.6 You may not use the content in any way not permitted in Clause 4.5, in particular:
- You may not offer the content for resale.
- You may not scan, photocopy, fax, or in any other way reproduce or copy the content.
- You may not share the content with anybody else.
- You may not distribute the content whether by electronic mail, over any network or otherwise.
- You may not upload the content to any database or server.
- You may not display the content on any website or intranet. When you buy any of our books, you are permitted to use them in accordance with the copyright notice included in them and in accordance with copyright laws.
5 PASSPORT SUBSCRIPTION SERVICES
5.1 Euromonitor offers Passport Subscription Services comprising a variety of digital content (including reports, articles, written materials and data), research support services and tools and features which can be used to save or export that content into various formats as available from time to time on the Site.
5.2 Euromonitor permits limited use and re-use of the content made available through our Passport Subscription Services, subject to certain permissions and restrictions as set out in these Terms. These permissions and restrictions are designed to create a balance between, on the one hand, the flexibility given to Authorised Users (see Clause 5.5 below) in their use and re-use of Euromonitor material and, on the other hand, the restrictions necessary to protect Euromonitor’s commercial interests by preventing the creation of substitute products. For details of who can use this content and these services, and how they can be used, please see Clauses 5.4 to 5.7 below.
5.3 Euromonitor provides telephone training and assistance for all Authorised Users (see Clause 5.5 below) from its international offices during Euromonitor’s normal business hours.
Permission to use content accessed using a Passport Subscription Service
5.4 When you pay for a Passport Subscription Service(s), what you are buying is the right for up to 10 “Authorized Users” (see Clause 5.5 below) to access and use the digital content available through that service (or extracts from the same) in connection with your business and for the duration of the subscription, subject to these Terms.
5.5 “Authorized Users” are the named employees whose usual place of work is at the business address you specify at the time you place your order. After your order has been processed, Euromonitor will contact you to obtain the names of each Authorised User and provide individual login details accordingly. In the course of performing their duties for your business, Authorised Users will be able to access the Passport Subscription Service(s) in the following ways only:
For internal use within your business:
- to browse and search for digital content on the Site;
- to view it online;
- to download and store copies of that digital content in an available electronic format;
- to print out copies of that digital content and make photocopies of those print-outs;
- to make those print-outs and photocopies available to other Authorised Users;
- to manipulate any statistical data that is provided in accordance with the functionality that Euromonitor provides (e.g. to show different values such as growth rates, per capita values, or different currencies);
For creating and re-distributing New Materials to your clients:
to take one or more “Limited Extracts” (see below) from the digital content available through the Passport Subscription Service(s) for the sole purpose of reproducing them in original “New Material” (see below) and supplying that New Material to the client who commissioned you to create it for use by that client for internal business purposes only. Such extracts must comply with the following conditions in order to qualify as Limited Extracts for use in accordance with this clause:
- the maximum amount which can be extracted from the digital content is, in the case of an individual written report, article or other document, 10% of that document, or, in the case of statistical data, 100 cells of data (“Limited Extract”); o Limited Extracts may not, in aggregate, represent more than 10% of a report, document or other material created by one or more Authorised Users which incorporates those Limited Extracts (“New Material”);
- the Limited Extracts must represent a commercially insubstantial part of the New Material when compared to the New Material as a whole;
- the New Material must consist substantially of original material created by one or more Authorised Users and accordingly must not contain substantial amounts of material aggregated from third parties; o the Limited Extract(s) reproduced in the New Material, and any conclusions drawn by the Authorised User which appear in the New Material and which are based on or refer to such extracts, are accurate, fair and reasonable;
- all New Materials shall attribute the extracted digital content to Euromonitor International in the following form: “source: © Euromonitor International 2011”.
Neither you nor any Authorised Users may not produce any New Material which could reasonably be regarded as a substitute product or service for the Passport Subscription Service or the digital content available through it. Accordingly, neither you nor Authorised Users may make New Materials available to the public generally, as part of a commercial information service.
- All uses listed under this Clause 5.5 are subject to the condition that Authorised Users keep intact all and any copyright and proprietary notices.
Restrictions on the use of content accessed using a Passport Subscription Service
5.6 You may not use the content in any way not permitted above in Clause 5.5, in particular:
- Except as specifically provided for elsewhere in these Terms, you and/or any Authorised User shall not knowingly permit anyone other than Authorised Users to use the content or services.
- Except as mentioned in Clause 5.5 of these Terms, neither you nor any Authorised Users may re-distribute or make available to third parties any content or other part of a Passport Subscription Service available through that service.
- Neither you nor any Authorized User may remove, obscure or modify any copyright or other notices included in the content or the services nor any metadata or digital rights management intelligence that may be associated with them.
- You and any Authorized Users shall permanently delete all stored copies of any content made available through a Passport Subscription Service within 60 days following termination of the relevant subscription. However, this will not prevent any continued use of any New Materials which were compiled before termination of the Passport Subscription Service through which the Limited Extract(s) used in those materials were made available and obtained.
5.7 Please note: If you are unclear about how Authorized Users are permitted to use our services and content in accordance with these Terms, please ask us by contacting your account manager at your Local Office (see Clause 9.3 for further information about contacting your Local Office).
6 PURCHASING CONTENT AND SERVICES
Eligibility to place an order
6.1 To be eligible to place an order for content on the Site, you must:
- be placing an order on behalf of your business and have the necessary authority to do so;
- register by providing the name, address, phone number and contact details of your business in addition to your real name, e-mail address and other required information;
- possess a valid credit or debit card issued by a card issuer acceptable to Euromonitor (i.e. Visa, Mastercard or American Express).
Making a contract
6.2 Your order is an offer by you to buy from us. The following steps have to take place before a contract is made online between you and Euromonitor:
- You place your order for content and/or any Passport Subscription Services on the Site by pressing the ‘Submit your order’ button.
- This button appears at the ‘Complete checkout’ page after you have provided your card details. If you opt to pay for any Passport Subscription Services by invoice during the order process, the button will appear after you have indicated your preference.
- You will see an on-screen acknowledgement that your order is complete. Euromonitor will also send you an e-mail acknowledging the content that you have ordered and the total cost of your order.
- In respect of Reports, Euromonitor accepts your order, and therefore the contract is made between you and Euromonitor, when Euromonitor makes the content you have purchased available on the ‘My Purchases’ page that you can access by logging into the Site using the username and password you set up during the registration process.
- In respect of print books, Euromonitor accepts your order, and therefore the contract is made between you and Euromonitor, when Euromonitor dispatches the book(s) from its warehouse. In respect of digital books, Euromonitor accepts your order, and therefore the contract is made between you and Euromonitor, when Euromonitor sends you the e-mail with the link to the book(s).
- In respect of any Passport Subscription Services, Euromonitor accepts your order and therefore the contract is made between you and Euromonitor, when Euromonitor makes the Passport Subscription Service account(s) available for use by any Authorised Users.
7 PRICES AND PAYMENT
7.1 The prices for content and services quoted on the Site do not include VAT, any equivalent sales tax or delivery. Any price quoted on the Site for a Passport Subscription Service is for 12 months access to that service from the date it is first made available to an Authorised User. Please see Clause 9.4 of these Terms if you wish to extend the duration of any Passport Subscription Services to which you are currently subscribed.
7.2 You will find the total cost of your order, with price, VAT (where applicable) and delivery itemised, in your ‘Shopping Cart’ before you submit your order. Orders for which a UK invoicing address is provided or that are shipped to a UK address will be invoiced in Sterling (£). Orders for which an invoicing address in another EU country is provided or that are shipped to another EU country will be invoiced in Euros (€). All other orders will be invoiced in US Dollars ($).
7.3 Euromonitor currently accepts payment by the following credit cards: Visa, Mastercard and American Express. You confirm that the credit card you use to make payment to Euromonitor is yours. You may opt to pay for any Passport Subscription Services by invoice. If you choose to do so, you will be asked to provide an invoicing address and other contact details which Euromonitor will use to invoice you. Euromonitor will usually send any invoices to you by e-mail to the e-mail address you provided for invoicing purposes during the registration process.
7.4 Subject to credit card authorisation, Euromonitor takes payment from your credit card once you have entered your payment details and clicked the ‘Submit your order’ button, or if you are paying by invoice, once you have confirmed your payment details. In the event that Euromonitor is unable to supply the content you have ordered, Euromonitor will let you know as soon as possible. In such event, Euromonitor will give you a full refund if payment has already been taken.
7.5 If you have requested to pay for a Passport Subscription Service(s) by invoice and we have not received your payment details/payment, Euromonitor will contact you to bring this to your attention and to ask you whether you wish to proceed with your order.
7.6 Japan-based purchasers are subject to Japanese tax law changes effective on October 1st, 2015. This transaction may be subject to 8% Japanese consumption tax. The recipient of the service will need to pay the consumption tax on behalf of Euromonitor International Limited through a reverse charge mechanism.
8.1 Euromonitor, using a courier, can deliver purchased books to any country in the world. If you buy online, the cost of delivery is detailed in your ‘Shopping Cart’.
8.2 Orders are dispatched by the courier within 7 working days of the order being placed. Upon arrival at the delivery address, an adult aged 18 years or over must be present to sign for the delivery.
8.3 If no one is at the address when the delivery is attempted, the courier will retain the delivery and leave notification of delivery. You should call the telephone number on the notification to re-schedule a delivery.
8.4 When you re-schedule a delivery, the courier will attempt to re-deliver your order free of charge. If the courier’s reasonable attempts at delivery have been unsuccessful and the courier returns the order to Euromonitor, Euromonitor will notify you. It will then be your responsibility to re-arrange delivery at your own cost.
8.5 Euromonitor makes every effort to deliver orders within an estimated timescale of 1 week. However, delays occasionally occur due to unforeseen circumstances. If Euromonitor or its courier has to cancel or materially delay the delivery for any reason, Euromonitor will try to contact you as soon as possible. Euromonitor shall be under no liability for any delay or failure to deliver your order within the estimated timescale.
8.6 Risk of loss of and damage to the book(s) passes to you when the person at the delivery address signs for the delivery.
9 ACCESSING PURCHASED CONTENT AND PASSPORT SUBSCRIPTION SERVICES
Accessing Purchased Content
9.1 Once you have submitted your order and your payment details have been confirmed (subject to any delays beyond Euromonitor’s control) Euromonitor will send you an e-mail confirming your purchase and links to purchased content will be available for 12 months from the date of that e-mail on the ‘My Purchases’ page within ‘My Pages’. Your content will be available for you to use, in accordance with the usage restrictions set out below.
9.2 Provided that any download Euromonitor has provided to you is not defective, risk of loss of and damage to the content you have purchased passes to you once your download is complete.
Accessing Passport Subscription Services
9.3 The Euromonitor office assigned to the country in which your business is based (“Local Office”) will be responsible for providing Authorised Users with online access to any Passport Subscription Services that you order. Once your payment details have been confirmed (subject to any delays beyond Euromonitor’s control), the relevant Local Office will contact you within two of its usual business days to obtain the names of the Authorised Users that are to access the Passport Subscription Service(s) and provide you with the relevant access details.
9.4 If you wish to increase the number of Authorised Users that access a Passport Subscription Service or extend the period during which Authorised Users have access to a Passport Subscription Service, please contact Euromonitor via email@example.com or your Local Office via the ‘Contact Us’ page.
10 CANCELLATION AND TERMINATION
Cancelling your order
10.1 Euromonitor may decline your order for any reason, in which case Euromonitor will send you an e-mail telling you so. If the reason for declining your order is because Euromonitor cannot obtain authorisation of your payment details for any reason, then Euromonitor may invite you to pay by another method.
10.2 Although Euromonitor tries very hard to ensure that all information on the Site is accurate, occasionally errors may occur. If we discover an error in the description of any content or service that you have ordered, we will let you know and ask whether you wish to continue with your order or cancel it. If we discover that the correct price of any content or services you have ordered is lower than our stated price, we will charge you the lower amount and process your order. If the correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before processing your order or cancel your order and notify you of such cancellation.
10.3 To avoid any doubt, as this Site and its content are intended for business use only, you do not have an automatic right to cancel your contract with Euromonitor. We therefore regret that we do not offer refunds or accept returns, except in the case of returns of defective Reports/books or refunds in circumstances where we are unable to supply the content you have ordered and for which we have taken payment (please see Clauses 7.4 and 12 respectively for further details).
10.4 If you opt to pay for any Passport Subscription Services by invoice, Euromonitor reserves the right to cancel any order(s) for the same if for any reason your payment is not processed within 30 days of the date of your order.
10.5 Euromonitor reserves the right to terminate any contract with you if your payment is not processed for any reason, but you have nevertheless received the content or access to services you have ordered. In such an event, Euromonitor may on notice to you withdraw your right to use such content or services (as described above) and require you to delete or return such content, including content obtained through any services provided, as appropriate.
Terminating a contract for Passport Subscription Service(s)
10.6 Euromonitor or you may terminate a contract for a Passport Subscription Service immediately by giving written notice to the other in any of the following events:
10.6.1 If the other party commits any breach of any of these Terms and fails to remedy that breach (if capable of remedy) within 30 days after notice from the other party giving full particulars of breach and requiring it to be remedied; or
10.6.2 If the other party enters into liquidation, whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior approval of the other party), or compounds with or makes any arrangements with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.
10.7 Upon termination of a contract for Passport Subscription Services, online access to those services by you or any Authorised Users shall be terminated.
10.8 Termination shall not affect any right to damages or other remedy which the terminating party may have in respect of the event giving rise to the terminations.
11 AVAILABILITY OF PASSPORT SUBSCRIPTION SERVICES
11.1 Euromonitor makes every effort to make the Passport Subscription Services available to you and Authorised Users at all times save for routine maintenance, and to restore access to these services as soon as possible in the event of their interruption or suspension.
11.2 If a Passport Subscription Service becomes unavailable for any reason Euromonitor will endeavour to supply the content available under that service manually by e-mail, fax, or similar means. If the Passport Subscription Service remains unavailable for more than 24 hours and if the unavailability is not beyond Euromonitor’s control, access under these Terms will be extended for a period of time equal to the period of unavailability.
11.3 Euromonitor reserves the right to conduct essential maintenance, software upgrades and other works necessary to maintain the efficient provision of the Site and any content or services provided through it. Where such works result in any Passport Subscription Service becoming temporarily unavailable, Euromonitor will provide you with at least two weeks’ notice and shall wherever possible carry out works on Saturdays or Sundays (GMT).
11.4 Where access to the content, services or any part of the Site is to be controlled by use of passwords, you and all Authorised Users shall use reasonable efforts to ensure that Authorised Users do not divulge their identification numbers, passwords or other login details to any third party. You and all Authorised Users will use all reasonable endeavours to ensure that any unauthorised disclosure or use of passwords is reported to Euromonitor as soon as you or they become aware of it.
11.5 In the event of any unauthorised use of any Passport Subscription Service, Euromonitor may, at its discretion and without prejudice to any other remedy, suspend or terminate access by such method as it deems appropriate. In the case of suspension, this will continue until Euromonitor is satisfied that the unauthorised use will not recur.
12 DEFECTIVE CONTENT
12.1 If a Report and/or book is defective (e.g. it is corrupted) or if a book has been damaged in transit, then please contact Euromonitor via firstname.lastname@example.org to notify us. You will be entitled to a replacement. This constitutes Euromonitor’s sole liability to you for any defective content you have purchased or accessed through a Passport Subscription Service.
13 THIRD PARTY SOFTWARE
13.1 You acknowledge that you might need to download and activate certain third party software in order to download, view and use any of the digital content provided on the Site (e.g. Adobe Reader). This software will be clearly identified on the Site.
13.2 In order to use such third party software or technology you may have to explicitly accept the terms of a licence agreement with that third party. You acknowledge that Euromonitor has no responsibility or control over such third party software or their licence terms.
15.1 The Site may include links to third party websites such as useful research websites and promotional partners. Euromonitor has not reviewed these third party websites and does not control and is not responsible for these websites or their content or availability. Euromonitor therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them.
15.3 You may link from your own website to the Site, provided:
- the Site is not loaded into frames on your website and is not otherwise passed off as your own content; and
- your website or service does not misrepresent its relationship with Euromonitor or present false information about Euromonitor.
15.4 Euromonitor reserves the right to withdraw linking permission at any time without prior notice.
16 YOUR/AUTHORIZED USERS USE OF THE SITE
16.1 Euromonitor encourages your use of the Site and our content and services on the Site. However, Euromonitor requires that your use of the Site is lawful. Consequently, you may not use the Site for any illegal purpose and in particular you will not interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site.
16.2 You agree to (i) use your best endeavours to ensure that Authorised Users access and use the content and services that Euromonitor provides only in accordance with the permitted uses and restrictions of use set out in these Terms, details of which will be made available to Authorised Users upon accessing any Passport Subscription Service, and in accordance with any other applicable provisions contained in these Terms; and (ii) take all reasonable steps within your power to ensure that no person, firm or company other than an Authorised User accesses or uses any Passport Subscription Services. For the avoidance of doubt, acceptance by any Authorised User of the permitted uses and restrictions of use set out in these Terms shall not relieve you of any of your obligations and responsibilities under these Terms.
17 INTELLECTUAL PROPERTY
17.1 You acknowledge that all copyright, database right, trade marks and all other intellectual property rights in the Site and the content made available via the Site, will at all times remain vested in Euromonitor or its licensors, which reserve all such rights.
17.2 You shall at the request and expense of Euromonitor do all such things as may be reasonably required to assist Euromonitor in taking or resisting any legal proceedings in relation to any infringement of any such rights.
17.3 For information on how you are permitted to use the content made available on the Site, please see the permitted uses and restrictions of use set out above in these Terms.
17.4 The trade marks ‘Euromonitor’ and ‘Passport’ are owned by Euromonitor. All other brand names and trade marks that appear on the Site are trade marks or trade names of their respective holders. No permission is given in respect of the use of any of these brands or marks, and any such use may constitute an infringement of the holder’s rights.
18.1 The parties to any contract made under these Terms acknowledge that they or their employees may, in the course of performing their responsibilities under these Terms, be exposed to or acquire non-public information which is proprietary to or confidential to either party or third parties to whom they owe a duty of confidentiality ("Confidential Information"). The parties agree to hold Confidential Information in strict confidence and not to disclose the same to third parties or to use such Confidential Information for any purpose whatsoever other than the provision of content and services to you and Authorised Users as contemplated by these Terms and to advise each of its employees who may be exposed to Confidential Information of their obligations to keep such information confidential. This provision shall survive termination of any contract made under these Terms.
18.2 Euromonitor agrees that it will not, without your prior written consent, represent, directly or indirectly, that any product or any service(s) provided by Euromonitor has been approved or endorsed by you. This provision shall survive termination of any contract made under these Terms.
19 WARRANTIES AND INDEMNITIES
19.1 Euromonitor warrants:
19.1.1 that it has permission from the original rights owners to allow you to use the content available via the Site, in accordance with these Terms.
19.1.2 to operate the Site and provide services through it with reasonable skill and care and to use reasonable endeavours to correct any faults of which it is aware.
19.1.3 that the content accessible via the Passport Subscription Services, and the tools and other features made available through those services, will conform in all material respects to their respective descriptions as set out in the descriptions provided for on the Site. This warranty is given subject to the qualification that changes may be made to the content and services on the Site from time to time as mentioned in Clause 21.3.2.
19.2 You agree to indemnify, defend and hold harmless Euromonitor, its directors, officers, employees and licensors from and against any claim, liability, cost, damage or loss Euromonitor may incur (including reasonable legal fees) as a result of any actions you or Authorised Users take which disrupt access to and/or functioning of the Site and/or any breach by you of your obligations under these Terms, including but not limited to any breach by you or by any Authorised User of the permissions granted to you under these Terms.
19.3 Subject to Clause 19.4, Euromonitor shall indemnify and hold you and Authorised Users harmless from and against any damages, awards or penalties, including proper and reasonable legal fees, which arise from any claim by any third party of an alleged infringement of copyright or any other property right arising out of the use by you or any Authorised User of the content and services we provide to you in accordance with these Terms.
19.4 The indemnity contained in Clause 19.3 shall be subject to the following provisions:
19.4.1 It will not apply to any claim which relates to any modification, abstraction or other change made by an Authorised User to any content we make available to you or them by any means.
19.4.2 You shall immediately notify Euromonitor on receipt of any allegation of infringement and shall make no admission or take any action without Euromonitor’s express written authority.
19.4.3 Euromonitor shall have the sole right to deal with any such claim and to defend the legal proceedings in respect of such claims at its own expense, including the right to compromise or settle or otherwise dispose of any such claim.
19.4.4 You shall provide, at Euromonitor’s expense, such assistance in investigating and defending such claims as Euromonitor may reasonably request. This indemnity shall survive the termination of any contract made under these Terms.
20 EXCLUSIONS & LIMITATIONS OF LIABILITY
20.1 The sole warranties given by Euromonitor are those contained in Clause 19.1.
20.2 Nothing in these Terms will restrict any of your statutory rights or Euromonitor’s liability for death or personal injury resulting from Euromonitor’s negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be limited or excluded by applicable law.
20.3 The Site is intended for information purposes only and as such no information provided on or via the Site constitutes advice or recommendations. You should not rely on any information provided on or via the Site to make any decision. If you do, subject to Clause 20.2, Euromonitor is not liable for any loss or damage that may result.
20.4 Although the Site is provided in good faith and Euromonitor tries to ensure that the information on the Site is accurate and complete, Euromonitor cannot and does not guarantee the accuracy, integrity, quality or completeness of the content available via the Site or its usefulness for any particular purpose. Euromonitor does not accept any liability which may arise as a result of any errors or incomplete information in such content.
20.5 Euromonitor does not have any knowledge of, nor control over, the particular purpose(s) for which the content and services available on the Site is used. Accordingly, subject to Clause 20.2, Euromonitor excludes any and all liability for any loss of any nature suffered by you, or by any of your clients or customers, as a direct or indirect result of your/their use of any of the content or services available on the Site or New Materials you or Authorised Users create or of making any business decision, or refraining from making any such decision, based wholly or partly on any data, expression of opinion, statement or other information or data contained in the content or accessible through the services available on the Site.
20.6 If Euromonitor fails or is unable to comply with its obligations as regards accessibility and performance as set out in these Terms, and Euromonitor is unable to remedy the problem within a reasonable period, your sole remedy for any breach of warranty shall be to an extension of the term of subscription of the relevant Passport Subscription Service as provided in Clause 11.2.
20.7 Except for the express warranties stated in Clause 19, the content and services available on the Site are provided on an "as is" basis. Subject to Clause 20.2, Euromonitor excludes any and all other warranties, conditions, or representations relating to the content and services, whether express, implied, oral or written, and including any which may be contained in any description, specification or proposal provided to you by Euromonitor, via the Site or otherwise. This exclusion applies to any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Euromonitor does not make any promises about the availability of the Site or promise that your access to the Site or our content will be delivered uninterrupted, timely or error-free. In particular, Euromonitor disclaims any liability in connection with any technical problems you may experience with the Site which may result in interruptions to the Site. Euromonitor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, Trojan horses, cancelbots, logic bomb or any other form of programming routine designed to damage, destroy or otherwise impair a computer's functionality or operation including transmission arising from your download of any content, software you use to download the content, the Site or the server that makes it available. In this respect you agree that it is your responsibility to install suitable anti-virus and security software on your computer hardware and other devices to protect against any such bugs, viruses or other such harmful programming routines. Any content downloaded or otherwise obtained through the use of the Site is done at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such content. All such implied provisions are hereby excluded to the fullest extent permitted by law.
20.8 To the fullest extent allowed by law, Euromonitor will not be liable for (i) any loss of data; use; reputation; goodwill or opportunity; (ii) any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether such loss is direct or indirect; or (iii) any indirect, special, incidental, punitive, consequential damages or losses that you may suffer, whether relating to your downloading, purchase or use, or inability to use, the Site or any content or services Euromonitor provides or otherwise, and, in each case, howsoever arising.
20.9 Other than as set out above, Euromonitor’s maximum aggregate liability to you for all claims whether arising in contract, tort, breach of statutory duty or otherwise, and, whether in respect of a single event, series of connected events or of unconnected events, will be limited to: (i) in the case of any defective content as described under Clause 12.1, the replacement of such content; or (ii) in any other case, the retail price of the content or service for which you have paid.
21 GENERAL Changes to these Terms and the Site
21.1 Euromonitor may change these Terms at any time by sending you an e-mail with the modified Terms or by posting a copy of them on the Site. Any changes will take effect seven (7) days after the date of the e-mail or the date on which Euromonitor posts the modified Terms on the Site, whichever is the earlier. Your continued use of the Site after that period expires means that you agree to be bound by the modified Terms.
21.2 To ensure that you are aware of the most up to date version of these Terms, you will be asked to read and accept these Terms each time you place an order. Euromonitor also recommends that you print and keep a copy for your records. To print, please press CTRL + P.
21.3 Euromonitor reserves the right:
21.3.1 to make changes at any time to all or any parts of the Site and the details displayed on it (including content and prices);
21.3.2 to make changes from time to time to all or any parts of any Passport Subscription Service (including any content accessible through such service) provided that the functionality and performance of the Passport Subscription Service, and the overall content made available, shall not be substantially and adversely affected from your perspective by any such changes. These changes may take the form of the addition, removal, correction or editing of content or the migration to a different format. Furthermore, these changes may be made for legal, editorial or other reasons;
21.3.3 to introduce appropriate technical protection measures to control access to any or all Passport Subscription Services and/or use of any content on the Site in accordance with these Terms provided that no such measure shall adversely affect your rights or those of Authorised Users under these Terms.
21.4 You may not assign, sub-license or transfer all or parts of your rights or obligations under these Terms without prior written consent from Euromonitor.
21.5 Occasionally Euromonitor is unable to perform its obligations under these Terms due to circumstances beyond its reasonable control. In such circumstances including, but not limited to, system failure, fire, flood, earthquake and other natural physical disasters, strikes, trade disputes, lock outs, riot, accident, disruption to energy supplies, civil commotion, acts of terrorism or war, Euromonitor’s inability or delay in performing its obligations will not be deemed to be in breach of contract.
21.6 Each party acknowledges that in accepting these Terms it has not relied and is not relying on any representations or warranties (whether implied or otherwise) other than those expressly set out in these Terms and the parties irrevocably and unconditionally waive any right they may have to any remedy in respect of any other such representation or warranty except in the case of fraud.
21.7 If any of these provisions is deemed invalid, illegal, void, unenforceable or in conflict of the applicable law of any jurisdiction, that provision will be deemed severable from the rest and will not affect the validity. legality and enforceability of any remaining provisions.
21.8 These Terms govern Euromonitor’s relationship with you and represent Euromonitor’s entire agreement with you and Authorised Users in connection with your use of the Site and the content made available via the Site.
21.9 If you breach these Terms and Euromonitor chooses to ignore your breach, Euromonitor will still be entitled to use the rights and remedies available to it at a later date or in any other situation where you breach the Terms again. A waiver of any provision(s) of these Terms by Euromonitor shall not be deemed a waiver of any other provision(s) of these Terms.
Exclusion of third party rights
21.10 These Terms do not create any right enforceable by any person who is not a party to them.
21.11 Any disputes or claims arising out of or in connection with the contract are governed by and construed in accordance with the laws of England and Wales.
21.12 In the event of any dispute or controversy arising out of or in connection these Terms, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under these Terms, which are not affected by the dispute.
21.13 If a dispute arises out of or in connection with this contract, both you and Euromonitor will attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.
21.14 If either or both you and/or Euromonitor refuse to initiate the mediation procedure within 14 days of the dispute arising or if you and Euromonitor both fail to agree terms of settlement within 30 days of the initiation of the procedure, you and Euromonitor will resolve the dispute by binding arbitration before a single arbitrator in accordance with the then current international arbitration rules of the International Chamber of Commerce. The arbitration shall take place in London, England. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under these Terms.
21.15 Nothing in this clause or in the Rules of the International Chamber of Commerce shall prevent either you or Euromonitor from applying to the Court of any jurisdiction for such provisional or protective measures as are available under the laws of that jurisdiction.
22.1 All notices required or permitted under these Terms will, when provided by Euromonitor, be given in writing to the address and/or e-mail address provided by you at registration or, when being provided by you, be given in writing to our postal address in Clause 24 below using an internationally recognised express courier service.
23.1 If you have any complaints, please contact Euromonitor via e-mail at email@example.com or by post (at the address below) and Euromonitor will do its best to resolve these.
24 CONTACT EUROMONITOR
The Site is owned and operated by Euromonitor International Ltd.
Euromonitor International Ltd.
60-61 Britton Street
Telephone (Switchboard): + 44 (0)20 7251 8024
Fax: +44 (0)20 7608 3149
Registered in England No. 1040587