Your use of the BSI Website
Links to Other Websites
Completing Forms on the BSI Website
Governing Law and Jurisdiction
BSI Membership - Terms and Conditions
BSI Terms and Conditions of Supply
BSI Conferences - Terms and Conditions
Multi-user network license (MUNL) - Terms and Conditions of Sale
Thank you for visiting our website. This website is owned by the British Standards Institution (BSI) whose principal business address in the United Kingdom is 389 Chiswick High Road, London, W4 4AL United Kingdom. BSI is a company incorporated in the United Kingdom by Royal Charter.
Your use of our website is subject to the following terms and, by using our website, you agree to be legally bound by them. This applies whether you register your details with us or not. Please read these terms carefully before using our website. If you do not agree to these terms, please do not use our website.
We may revise these terms from time to time. Please read these legal statements from time to time to review them, since you are legally bound by them. Certain areas of our website may be subject to additional terms, or terms that supersede these ones. You will be informed of this on those pages.
You may use our website without registering your details with us. Certain areas of our website will only be available to you if you register, however.
The website and all associated data is hosted by Attenda.
It is a requirement of using this site that at all times you will provide true and accurate details in registration forms and via other information request points on our site and also that you do not share any log in details with third parties without our express consent. You agree to notify us immediately if you suspect that a password used by you has been used by a third party.
If you provide or the BSI has reasonable grounds to suspect that you have provided any information that is untrue, inaccurate, not current or incomplete, BSI has the right to suspend or terminate your use of our site and refuse any and all current or future use of the site (or portion of the site.)
You are permitted to print and download extracts from our website for your own use only (and on no account for commercial purpose), provided that:
• you do not modify any documents or their related graphics in any way;
• you do not use graphics separately from corresponding text; and
• our Intellectual Property Notice and this licence notice appear with all copies so printed and downloaded.
This licence does not extend to the commercial use of our website, any collection or use of any product listings, descriptions of our products or services, our pricings or any access to, and downloading of details of any third party who may be identified from any of the contents of our website.
You are granted a non-exclusive and revocable licence to create a hyperlink to our home page. Your hyperlink must not portray BSI, our products and services, our agents, associates and affiliates in an offensive manner, or be misleading or false. You may not use our trademarks as part of your link without our written agreement for you to do so.
Your use of the BSI Website
When you use our website, you may not use it in any way that may be technically harmful (such as infecting it with computer viruses, logic bombs, Trojan horses, worms or any other harmful components, corrupted data, malicious or harmful software).
You may not use our website for any fraudulent or illegal purpose or in connection with a criminal offence.
You may not post or transmit material to, from or through our website that may be threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial or religious hatred, discriminatory, scandalous, inflammatory, blasphemous or that may infringe the rights of any third party.
You may not cause annoyance or inconvenience to any person by using our website.
BSI shall co-operate with any law enforcement authorities or court order requesting or directing BSI to disclose the identity or locate anyone posting any material in breach of any of these provisions.
Links to Other Websites
Links to third party websites on our website are provided solely for your convenience. If you use these links, you will leave our website. BSI has not reviewed all of these third party websites and does not control and is not responsible for them or their content or availability. BSI does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to our website, you do so entirely at your own risk.
Completing Forms on the BSI Website
If you choose to provide us with information via a form on the BSI website we will use that information only to complete the request specified by that form, or to update you regarding similar products and services to those purchased.
• If you choose to complete any BSI form, we will collect your information by an automated process.
• We do not create individual profiles with the information that you have provided.
• We will retain the information provided by you only for so long as is reasonably appropriate under the Data Protection Act 1998.
All content within our website and software, passwords and code used or supplied in connection with its operation is the property of BSI or its licensors unless stated otherwise. For further details of our policy with regard to all of our intellectual property, please see our Intellectual Property Statement.
You expressly agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of this website or connected BSI websites or content, products or service made available via those sites.
While we endeavour to ensure that the information on our website is correct, BSI does not make any warranties or representations about the accuracy and completeness of the material on it. BSI may make changes to the material on the website, or to the products and prices described in it, at any time without notice. The material on our website may be out of date, and BSI makes no commitment to update such material. BSI expressly disclaims liability for errors and omissions in the contents of our website. Users should seek appropriate advice before proceeding on the basis of any information.
The material on our website is provided "as is", without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, we provide you with our website on the basis that BSI excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill which, but for this legal notice, might have effect in relation to the website.
BSI accepts no responsibility for any loss which may arise from reliance on any information contained on this website or any other sites linked from this site. You agree that BSI is excluded from all liability of any kind arising from any third party content or information on or linked from this site.
You acknowledge that use of the Internet is not guaranteed to be continuous or error free. The BSI shall not be liable for damage, costs or loss arising from events outside its control including without limitation flood, fire, theft, power outage, terrorist attack, loss or interruption of communications service, or strike.
The liability of BSI for all loss directly resulting from the use of, or inability to use, its website is limited to £500. Save for that limit, BSI and any of its group companies of BSI and the officers, directors, employees, shareholders, contractors or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party through the use of, or your inability to use, our website, or through the content of our website. This includes (but this list is not exhaustive) any indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, or use of money. This limitation applies whether your damages or losses may arise in tort (including without limitation negligence) or contract.
Nothing in this legal notice shall exclude or limit the liability of BSI for:
• a) a death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); or
• (b) fraud; or
• (c) misrepresentation as to a fundamental matter; or
• (d) any liability which cannot be excluded or limited under applicable law.
If your use of material on our website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs of such.
Governing Law and Jurisdiction
These legal notices shall be governed by and construed in accordance with English law. Disputes arising in connection with these legal notices shall be subject to the exclusive jurisdiction of the English court,
ISSUE DATE: 14th December, 2006
Extract from the Bye-Laws of the BSI, Section 1, MEMBERS.
(A full version - Sections I to VII, is available by request).
1. There shall be two classes of members of the Institution, namely Subscribing Members and Committee Members, who shall have the respective qualifications, rights and privileges herein after set out.
2. Subscribing Members - Any person of whatever nationality and any Body wherever constituted, formed or incorporated who or which has applied to the Institution for membership as a Subscribing Member, is accepted for membership and pays the relevant annual subscription shall be a Subscribing Member. A Subscribing Member may also be a Committee Member, but in such event shall retain all his qualifications, rights, and privileges as a Subscribing Member.
3. Committee Members - Any person serving on the Board, a Business Board, a Council or a Committee of the Institution shall be a Committee Member during the period of such service.
4. The Chief Executive shall have the authority to reject any application for membership as a Subscribing Member. Upon acceptance as a Subscribing Member, the name and address of that person or Body shall be entered in the Register of Subscribing Members.
5 (a) Membership subscription rates shall be determined by the Board on the advice of the Chief Executive. Any changes shall be notified to the earliest possible Annual General Meeting and individually to each Subscribing Member.
(b) In the event of a Subscribing Member disputing the amount of an annual subscription for any year, the matter may be referred to the Board which, after taking the views of both that Subscribing Member and the Chief Executive, shall finally decide the amount of such annual subscription.
6. Subject to Bye-Law 55(a), every person who is entered in the Register of Subscribing Members or is the authorised representative of any Body which is entered in the Register shall be entitled to vote at any General Meeting of the Institution and shall otherwise have full rights of membership. Members of the Board shall also have the rights to attend and vote at general Meetings whether or not they are Subscribing Members, or representatives of Subscribing Members.
7. A member shall cease to be a Subscribing Member of the Institution.
(a) If his subscription shall be in arrears for more than three calendar months from the date on which the subscription became due, unless within that period a reference to the Board pursuant to Bye-law 5(b) shall have been made;
(b) if he shall by three months’ previous in writing resign his membership;
(c) if the member, being a body corporate, has an effectual order made or resolution passed for its winding-up or shall enter into any liquidation (other than for the purpose of a bona fide reconstruction or amalgamation);
(d) if the member, being an individual, shall die or being a firm or partnership, shall be dissolved or in any cases becomes bankrupt or compounds with his or its creditors or becomes incapable by reason of mental disorder, or is convicted by a competent tribunal of any offence which in the opinion of the Board renders him or it unfit to be a member; or
(e) if at a meeting of the Board of which the member shall have twenty-one days’ notice in writing and at which he shall have been given an opportunity of being heard, at least two thirds of the number of members of the Board present at that meeting vote in favour of a resolution that it is undesirable in the interests of the Institution that the member shall remain a member of the Institution.
This page contains the terms and conditions on which we supply standards and training courses listed on our website to you. Please read these terms carefully before ordering any standard from our website. When you order a standard or training course from our website, you agree to be bound by these terms and conditions.
You will be asked to click "I accept" at the appropriate place prior to your purchase. If you do not click "I accept", you will not be able to complete your purchase.
1.1 In these Conditions:
• 'British Standard' means a standard published under the authority of the Seller.
• 'BSI website' means the Seller’s British Standards Online Electronic Delivery System at www.bsigroup.com and shop.bsigroup.com.
• 'Business Day' means Monday to Friday except Public or Bank Holidays in England.
• 'Buyer' means the person who accepts a quotation of the Seller for the sale of the Publications or whose order for the Publications is accepted by the Seller.
• 'Conditions' means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Seller.
• 'Contract' means this contract for the purchase and sale of BSI Products.
• 'Copyright Licence' means the Licence attached as an Appendix to these Conditions.
• 'Electronic' means the digital form of a 'Publication'.
• 'Hardcopy' means the paper form of a Publication.
• 'Prices' means the Seller's quoted prices listed on the BSI website exclusive of Value Added Tax at the time the Contract is made between the Buyer and the Seller.
• 'Publications' and 'Publication' means British Standards, international standards or other Publications, which are available for sale on this website.
• 'Seller' means The British Standards Institution.
• 'Writing' includes telex, cable, facsimile transmission and comparable means of communication.
• 'Consumer' means any natural person who is acting for purposes that are outside his or her business.
1.2 Any reference in these Conditions to any provision of a statute shall be constructed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase the Publications, or conferences, or training courses, or Membership in accordance with the Conditions, and the Prices set out in the BSI website. The Contract on the terms of the Conditions is completed on acceptance by the Seller of the order of the Buyer placed on the BSI website. The Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such order is made or purported to be made by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorized representatives of the Buyer and the Seller.
2.3 The Buyer will be responsible for the selection of the Publications and any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the suitability, fitness for any purpose, application or use of the Publications is intended for guidance only and is followed or acted upon entirely at the Buyer’s own risk. Accordingly the Seller shall not be liable for any such advice or recommendations.
3.1 Orders can be placed for selected Publications, conferences, training courses and Membership through the BSI website. Payment for such orders shall be by credit card payment only.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer.
3.3 The quantity and description of the Publications shall be those set out in the Buyer’s order (if accepted by the Seller), but in either case the Publications shall be inclusive of any amendments issued by the Seller at the time of purchase.
3.4 Subject to Clause 11 and clause 12, no order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller.
3.5 Unless otherwise specified the Seller will take all reasonable steps to ensure that all Publications supplied will be the current issue at the date of downloading.
4. PRICE OF THE PUBLICATIONS
4.1 The prices of the Publications to all Buyers shall be the Seller's quoted prices listed on the BSI website at the time the Contract is made between the Buyer and the Seller.
4.2 The price quoted on the BSI website is exclusive of any applicable Value Added Tax (‘VAT’). During the Online Transaction the amount of the applicable VAT will be displayed at the time of payment. The total price payable will include any applicable VAT.
4.3 If, as a result of the Consumers giving the seller incorrect information, a sale that should have been inclusive of VAT is made without VAT being charge, the seller may recover a sum from the consumer equal to the VAT that should have been charged.
5. TERMS OF PAYMENT
5.1 Payment can only be made via authorized credit card at the time of the transaction on the BSI website. Receipts for payment will be provided in hard copy only.
5.2 The BSI takes reasonable measures to ensure that the website is a secure site and the Seller undertakes to take all necessary steps to ensure that any information provided by the Buyer for the purposes of payment will be kept secure.
The use of the Internet is not guaranteed to be continuous or error free. The BSI shall not be liable for damage, costs or loss arising from events outside its control including without limitation flood, fire, theft, power outage, terrorist attack, loss or interruption of communications service, or strike. Due to the nature of the internet, BSI does not guarantee the complete security of your information on the website.
6. DELIVERY OF ELECTRONIC PUBLICATIONS
6.1 Publications may be electronic or delivered by post, as may be applicable in each sale and depending on whether the publication is electronic or hardcopy.
6.2 Once payment has been authorized the Electronic Publications ordered will be available for downloading. It is intended that the Buyer will download the Publications immediately but in any event the Publications in question will only be available for downloading for one hundred and ninety two (192) hours (i.e. 8 days) from the time of payment.
6.3 If the Electronic Publications are not downloaded within that time, the Buyer is required to call +44(0)20 8996 7555 between the hours of 9a.m. and 5.p.m. on a Business Day with full details of the Contract to request reinstatement of the Publications for downloading. The time available for downloading in these circumstances will be six (6) hours unless otherwise agreed at the time of the request.
6.4 The Buyer is entitled to download one copy of each Electronic Publication onto a single computer and is not permitted to copy or transfer that copy to any other computer or third party save in accordance with the provisions of Clause 8.
6.5 Claims for non-delivery of any Electronic Publication must be made on the Business Day following the time of payment or the time of the request referred to in Clause 6.3. Your statutory rights are not affected.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Publications and property in the Publications shall pass to the Buyer upon completion of the download pursuant to Clause 6.
8. RESTRICTION ON USE
8.1 The Buyer acknowledges that:
8.1.1 in calculating the price for the Publications the Seller has assumed that there will be no resale market.
8.1.2 To provide adequate protection against copying by third parties it is reasonable to prevent alienation of the Publications.
Accordingly it is a condition of the Contract that
A) the Buyer will not without the prior consent in writing of the Seller resell, loan or part with possession of the Publications or any part of them and
B) The Buyer will permit its name and the name of its company (where relevant) to be used to watermark each Publication
8.2 Copyright subsists in the Publications. Subject to Clause 8.3 no part of a Publication may be reproduced in any form without the prior permission in writing of the Seller.
8.3 The restriction contained in Condition 8.2 does not preclude the Buyer, in applying a Publication, from making free use of necessary details such as symbols and size type or grade designations including without limitation use by incorporating the same into computer programs but the Buyer is totally prohibited from selling, licensing or in any way parting with possession of any resulting product including without limitation, computer programs, without the consent in writing of the Seller which if granted will be on terms including royalty.
9. WARRANTIES AND LIABILITY
9.1 Whilst all reasonable care is taken in the preparation and review of Publications, the Seller does not warrant that the content of the Publications is accurate or up to date or that the Publications are suitable for the Buyer's purposes. Subject as expressly provided in these Conditions and to the fullest extent permitted by law all warranties conditions or other Terms and duties implied by statute or common law are excluded.
9.2 The Buyer acknowledges that a Publication does not purport to include all necessary provisions of a contract with a third party and that compliance with a Publication cannot confer immunity from legal obligations.
9.3 The Seller shall have no liability with regard to the content or use of any Publication which is not published under the authority of the Seller. The Seller will assign to the Buyer the benefit of any warranty given by the publisher to the Seller.
9.4 In no event will the Seller's liability under or in connection with this Contract exceed sums paid for any Publication or training course which is the source of a dispute. In no circumstances will the Seller be liable for consequential or indirect loss or for loss of business, loss of profit, loss of goodwill, contract or savings save that nothing in this Contract shall limit or exclude the Seller's liability for personal injury or death caused by its or its staff's or contractor's liability.
10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10.2 No waiver by the Seller or any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
10.4 The Seller shall not be liable in any way for loss, damage or delay consequent upon any circumstances beyond its reasonable control.
10.5 The Contract shall be governed by the laws of England and the parties submit to exclusive jurisdiction of the courts of England.
11 SPECIFIC TERMS RELATING TO TRAINING COURSES
11.1 Cancellation of courses – all cancellations must be made 25 working days before the start of training. Cancellations will only be accepted in writing. If a delegate fails to attend or cancels within the 25 days prior to the course, full payment will be required.
11.2 Cancellation of courses by BSI and changes to course content – BSI reserves the right to alter the courses' content without prior notice. BSI reserves the right to cancel a training course at any time with no liability. In these circumstances, BSI will offer alternative dates, a full refund or a credit note.
11.3 Intellectual property in course materials – BSI, or our training partners, will be the sole owner of intellectual property rights over materials. It is the client's responsibility to ensure course materials are not reproduced, stored or transmitted to others without prior consent from he owner. Unlicensed copying of any material is illegal.
If any of these Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
13 ENTIRE AGREEMENT
13.1 These Conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
13.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
13.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
14. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
14.1 We have the right to revise and amend these terms and conditions from time to time.
14.2 will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
All cancellations and name change requests must be made in writing to the Head of Delegate Administration either by email, fax or letter and will be acknowledged in writing. Contact details are:
Head of Delegate Administration
BSI Group Headquarters
389 Chiswick High Road
Fax: 020 8996 7001
A full refund will be given if you cancel earlier than one calendar month before the event. If you cancel after that date or do not attend, no refund will be given. There is no charge to request a delegate name change. If you are travelling from overseas we recommend you confirm your visa (if applicable) before booking your place.
All bookings for events are subject to VAT (or local equivalent if the event is not held in the UK) and payment terms of 30 days. If you are a non UK company you may be entitled to claim back the VAT through HMRC. (see www.hmrc.gov.uk for more information).
BSI reserves the right at any time and without prior notice to change the venue and/or speakers and/or programme and/or price from that described. BSI accepts no responsibility for the views expressed by the speakers or any other persons present at the event.
BSI reserves the right to cancel the event, in which case a full refund will be given. BSI does not accept liability for any travel, accommodation or any other costs.
Delegate contact details will not be passed to any third party; however the conference handbook will include a list of delegate and company names correct at the time of print. The handbook is protected by copyright.
Attendees are not permitted to record any part of the event. All conferences will be delivered in English unless otherwise stated.
In these Conditions, the following terms shall have the following meaning:
Authorised Users: means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Documents as further set out in the Order Form.
Conditions: means these Conditions as amended by BSI from time to time and published by BSI on http://shop.bsigroup.com/Legal/Terms-and-conditions/.
Customer means the customer of BSI subscribing to the Documents in accordance with the multi-user network licence (MUNL) and whose details are set out in the Order Form.
Documents: means the standards and standards related documents made available to the Customer via their Intranet or Network including updates from time to time. For the avoidance of doubt, a Document qualifies as an update if the document number stays the same as the Document licensed and listed in the Order Form.
Effective Date: means the date of commencement of the multi-user network licence (MUNL) set out in the confirmatory email from BSI to the Customer following the processing of the Order Form.
Initial Subscription Term: means the term initially set out in the Order Form.
Intranet/Network: means a secure Customer site through which Authorised Users can obtain the licensed electronic Documents as set out in the Order Form.
Order Form: means the BSI Order Form attached to these Conditions.
Multi-user network licence (MUNL): means the agreement between BSI and the Customer to provide the Documents as comprising of the Order Form and the Conditions.
Subscription Fees: means the fees payable by the Customer to the Supplier for the MUNL, as set out in the completed Order Form.
1.1 Subject to the terms and conditions of the MUNL, BSI hereby grants to the Customer a non-exclusive, non-transferable, revocable, access and use limited right to permit the Authorised Users to use the Documents during the Initial Subscription Term as extended in accordance with these Conditions solely for the Customer's usual business operations.
1.2 The Customer acknowledges that the MUNL does not confer any ownership rights whatsoever in the Documents.
2. USER RIGHTS AND RESTRICTIONS:
2.1 The Customer acknowledges that copyright subsists in the Documents. The Documents incorporate both visible and invisible watermarks. In particular, and without limitation, the following restrictions are to be observed by the Customer:
2.1.1 Each Authorised User may only print one hard copy or download one electronic copy of any of the Documents. These copies may not be used to build up a hard copy reference collection. Such licensed copies must be destroyed on expiry and subsequent non-renewal of the MUNL. Documents may not be copied or circulated electronically, including by electronic mail, even for internal use within the licensed Customer site.
2.1.2 The Authorised User may copy a maximum of 10% of the content of any of the Documents and paste it to another document for internal use within the licensed Customer site. The copied content in the new document must contain "Copyright BSI © Date (where date is the date of copyrighted material)". Such content is licensed for use only for the duration of the MUNL. Such copied extracts of the Documents must be deleted from the new document on expiry and subsequent non-renewal of the MUNL.
2.2 Subject to Clause 2.1 above:
2.2.1 The Customer will clearly display the following statement at the point of access of the Document:
“[NAME OF DOCUMENT] is reproduced on the [Name of Customer] intranet/network with the permission of BSI under licence number [state number].”
2.2.2 The Customer shall prevent any unauthorised access to, or use of, the Documents and, in the event of any such unauthorised access or use, promptly notify BSI.
2.2.3 The Authorised User must not transmit the Documents electronically or by any other means in any form to any party who is not an Authorised User.
2.2.4 BSI may impose whatever security measures it reasonably deems appropriate to ensure compliance with this MUNL, including covert and overt copy-detection and licence awareness technology and encoding of requestor/user information in printed and electronic formats. Any attempt to circumvent such access restrictions or BSI security measures will be considered a material breach of these Conditions.
2.2.5 The Customer may not copy, transfer, sell, licence, lease, give, download, decompile, reverse engineer, disseminate, publish, assign (whether directly or indirectly, by operation of law or otherwise), transmit, scan, publish on a network otherwise than specified in this Licence, or otherwise reproduce, disclose or make available to others or create derivative works from, the Documents or any portion thereof, except as specifically authorized herein. The Customer must not remove any proprietary legends or markings, including copyright notices, electronically encoded information, watermarks, or any BSI-specific markings.
2.2.6 To the best of the Customer’s knowledge and ability, all copies of the Documents whether electronic or in hardcopy form must be destroyed and deleted if the MUNL is terminated or cancelled by BSI or the Customer. At its discretion, BSI may require a certificate that such destruction has occurred to the best of the Customer’s knowledge and ability.
3. PRICING AND PAYMENT
3.1 The Customer must pay the Subscription Fees, which are non-refundable. The Fees are due and payable 30 days from the date of invoice.
3.2 The Subscription Fees are based on the number of Authorised Users identified by the Customer and listed in the Order Form. The Documents may not be extended to other users of the Customer without sign-off from BSI which may result in an increase of the Subscription Fee.
3.3 The Subscription Fees do not include, and the Customer is solely responsible for, all applicable taxes including Value Added Tax and other sales taxes, custom charges, insurance, and/or other fees associated with the delivery of the Documents, as well as all collection costs, including reasonable legal costs, incurred as a result of non-payment of fees.
3.4 BSI will provide the Customer with applicable pricing for any renewal term in writing no less than 42 days prior to the end of the Initial Subscription Term or any renewal term.
4. LIMITED WARRANTIES
4.1 Each party represents and warrants that it is fully authorized to enter into the MUNL.
4.2 Subject to clause 4.3, BSI shall provide the Documents to comply with best industry practice.
4.3 BSI provides all the Documents on an “AS IS” basis. The Documents may be compiled from materials furnished to BSI by outside sources and should be used as a reference source only. BSI does not warrant the completeness or accuracy of the Documents, that the Customer's use of the Documents, including without limitation, that the databases and/or software and Documents, will be uninterrupted or error-free, or that the results obtained will be successful or will satisfy the Customer’s requirements.
4.4 BSI makes no warranties, representations or agreements, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties of merchantability or fitness for a particular purpose.
4.5 BSI is not aware of any inherent risk of viruses in the PDF files forming the Documents at the time that they are downloaded. BSI has exercised due diligence to ensure, so far as practicable, that such files do not contain such viruses. The PDF files supplied may contain embedded typefaces. In downloading these files, the parties accept therein the responsibility of not infringing Adobe’s® licensing policy. The Customer accepts that the operation and use of these files is at the Customer’s risk and BSI does not accept and is not liable for any loss or damage which may be suffered from their operation or use. Adobe® is a trademark of Adobe Systems Incorporated.
4.6 BSI will use best efforts to supply Customers with updates of Documents within 3 (three) days of such updates being published.
5. TERM AND TERMINATION
5.1 Unless sooner terminated in accordance with this section, the MUNL shall commence on the Effective Date and continue until the expiry of the Initial Subscription Term.
5.2 Subject to clause 5.7 below and so long as the Customer is not in breach of these Conditions, the MUNL will renew for successive renewal terms equal in length to the Initial Subscription Term, but in no event less than 1 year, unless the Customer provides BSI with written notice of its intent not to renew no less than 30 days prior to the end of the Initial Subscription Term or any renewal term.
5.3 If the Customer notifies BSI of its intent not to renew in writing and such request is received by BSI less than 30 days prior to the end of the Initial Subscription Term or any renewal term but before the commencement of the new renewal term, the Customer must pay to BSI within 30 days of such termination, a cancellation fee of 25% of the renewal value of the MUNL to meet BSI’s administrative costs. Should the Customer fail to pay the cancellation fee of 25% within the 30 days period, cancellation fees as follows will apply:
- after 90 days following termination by the customer: 50% of the renewal value of the MUNL;
- after 180 days following termination by the customer: 75% of the renewal value of the MUNL;
- after 270 days following termination by the customer: 100% of the renewal value of the MUNL.
5.4 BSI may terminate the MUNL or suspend the Service with 30 days prior written notice and opportunity to cure and without further liability, upon:
(i) the Customer’s failure to pay any amounts as provided herein;
(ii) the Customer’s breach of any provision of the MUNL or any law, rule or regulation governing the Documents;
(iii) any insolvency, bankruptcy or assignment for the benefit of creditors, appointment of trustee or receiver or similar event with respect to the Customer; or
(iv) any governmental prohibition or required alteration of the Documents.
5.5 The Customer may terminate the MUNL, with 30 days prior written notice and opportunity to cure, upon:
(i) BSI’s material breach of any provision of the MUNL or any law, rule or regulation governing the Documents;
(ii) any insolvency, bankruptcy or assignment for the benefit of creditors, appointment of trustee or receiver or similar event with respect to BSI; or
(iii) any governmental prohibition or required alteration of the Documents.
5.6 BSI may immediately terminate the MUNL without notice if:
(i) it is necessary to protect BSI’s legal liability to its third party providers;
(ii) BSI has reasonable evidence of the Customer’s fraudulent or illegal use of the Documents; or
(iii) it is required by any legal or regulatory authority.
5.7 Notwithstanding any termination or suspension of the MUNL in relation to all or any of the Documents, all terms and conditions of the MUNL will continue to apply to any Documents not so terminated, and in particular but without limitation, the Customer shall not be relieved from any liability incurred prior to such termination or suspension, or for payment for any Documents not affected by any such termination or suspension.
5.8 BSI has the right, acting reasonably, not to renew the MUNL at the end of the Initial MUNL or at the end of any renewal period, by giving the Customer at least 60 days written notice of its intent not to renew. BSI will not be liable to the Customer for any damages, indemnities, compensation, or any other payment of any kind by reason of such expiration and non-renewal of the MUNL or otherwise its termination for any reason.
6. CONSEQUENCES OF TERMINATION
6.1 Upon expiration or termination of the MUNL for any reason, the Customer will:
6.1.1 Discontinue all use of the Documents;
6.1.2 Destroy any items relating to Documents (including but not limited to data, software, and documentation) and purge any Document and/or related content or extracts from all electronic media; and 6.1.3 Provide written notice to BSI certifying that the Customer has complied with this clause.
6.2 If BSI terminates the MUNL hereunder for the Customer’s breach under clauses 5.4 and 5.6 above, or if the Customer terminates the MUNL at any time after the commencement of the Initial Subscription Term or any renewal term for any reason other than BSI’s breach under clause 5.5, above, then in addition to any other remedies BSI may have hereunder, at law or in equity, the Customer must pay to BSI within 30 days of such termination, a cancellation fee equal to 75% of the Subscription Fee which the Customer acknowledges is a termination fee and not a penalty.
7. LIMITATION OF LIABILITY
7.1 Neither party shall be liable to the other in contract, tort or otherwise for any loss of profits (direct or indirect), loss of business, special, incidental or consequential damages, including without limitation lost data, and business interruption, arising out of or in connection with the use or inability to use the Documents or arising out of or in connection with the Documents, even if the damaged party has advised the other of the possibility of such damages. The Customer assumes the sole responsibility for its use of the Documents.
7.2 Save in respect of fraud, death or personal injury resulting from BSI’s negligence, in no event will BSI’s liability or that of its third party providers exceed the Subscription Fee paid by the Customer to BSI for the Documents or Service that gave rise to the claim.
7.3 Neither party shall be liable to the other for any failure to meet its obligations to the other where the failure is due to an event or events beyond the control of the party claiming relief (“force majeure”). Where a party claims force majeure it shall notify the other party as soon as it becomes aware of such event(s) and shall take all reasonable steps to mitigate such failure. The failure shall in any event be remedied as soon as reasonably practicable following the cessation of the event of force majeure. In the event of one party being affected by force majeure, the other party shall be entitled at is absolute discretion to suspend performance of its obligations but only until such time as the cessation of the force majeure event occurs. If the event(s) of force majeure continues for a period of three months the MUNL will thereupon terminate unless the parties shall agree otherwise and the provisions of Clauses 8 and 9 shall take effect.
8. INTELLECTUAL PROPERTY RIGHTS
The data contained in the Documents comprise valued proprietary and commercial information of BSI and its suppliers, and are copyrighted. The Customer acknowledges that the MUNL does not confer any ownership rights whatsoever in the Documents. The Customer acknowledges that all material, whether delivered on data tape, hard copy, electronically or otherwise, that are provided pursuant to the Documents and all rights therein are the property of and are copyrighted by BSI or some other person or entity that owns copyright in the information used. The Customer will take any and all action that may reasonably be required by BSI to protect such rights and rights in the trademarks and service marks owned by BSI or other person or entity.
Each party will fully indemnify, defend and hold the other harmless from any claim, demands, liabilities, suits or expenses of any kind arising out of either (a) its breach of the MUNL and/or (b) any kind for personal injury or property damage to the extent is arising from its negligence or wilful misconduct.
10. ASSIGNMENT OR TRANSFER
10.1 The MUNL and the benefit of the rights granted to and the obligations undertaken by the Customer under the MUNL may not be assigned, delegated or in any other manner transferred by the Customer, by operation of law or otherwise, without:
(i) the express prior written consent of BSI, which may be withheld in BSI’s sole discretion, and
(ii) any necessary recalculation of Subscription Fees.
10.2 The Customer may not grant affiliates, subsidiaries or successors-in-interest any right to use the Documents hereunder without:
(i) BSI’s express prior written consent, which may be withheld in BSI’s’ sole discretion, and
(ii) an appropriate increase in Subscription Fees.
10.3 Any attempted assignment, delegation or other transfer by the Customer otherwise than in accordance with this clause will be null and void.
10.4 BSI may transfer its rights and obligations under the MUNL to any affiliate or any successor to all or substantially all of the assets of BSI to which the MUNL relates.
11.1 The MUNL sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes any prior agreements, promises, representations, understandings and negotiations between the parties, including terms or conditions on any other purchase order issued by the Customer. Any modifications, amendments, supplements to or waivers of the MUNL must be in writing and executed by authorized representatives of both parties.
11.2 The parties are independent contractors, and nothing herein creates or implies an agency relationship or a joint venture or partnership between the parties.
11.3 The MUNL is non-exclusive. Nothing herein prevents either party from entering into similar arrangements with other entities.
11.4 Notices required to be provided by either party will be in writing and sent by post, facsimile transfer or email to the addresses on the Order Form or such other addresses notified for the purposes of this clause. A notice is deemed given when delivered.
Contact details for BSI: Customer Services, BSI, 389 Chiswick High Road, London, W4 4AL, UK
Telephone: +44 (0)20 8996 9001
Fax: +44 (0)20 8996 7001
11.5 Either party’s failure to enforce any provision or term of the MUNL shall not be construed as a future or continuing waiver of such provision or term of the MUNL.
11.6 If any provision hereunder is declared or held invalid, illegal or unenforceable, the MUNL will be revised only to the extent necessary to make such provision(s) legal and enforceable, or if impossible, the unaffected portions of the MUNL shall remain in full force and effect so long as the MUNL remains consistent with the parties’ original intent.
11.7 The terms and conditions of the MUNL will survive the expiration or other termination of the MUNL to the fullest extent necessary for their enforcement and for the realization of the benefit thereof by the party in whose favour they operate.
11.8 The MUNL has been written and executed in the English language. All questions of construction arising hereunder will be resolved by reference to the executed instrument in English whether or not counterparts thereof are written and/or executed in any other language.
11.9 The MUNL consists of the Order Form and the Conditions and any additional attachments or terms set forth in writing by the Parties. The order of precedence in the event of a conflict will be:
(i) any additional attachments or terms set forth in writing and agreed by the parties; and
(ii) the Order Form and the Conditions.
11.10 The MUNL is governed by and subject to English Law and to the non-exclusive adjudication of the English Courts.