These Terms of Sale and Licence (“Terms”) set out the Terms on which we, Improve Limited of The Catalyst, Baird Lane, Heslington, York YO10 5GA (“Improve”, a company registered in England and Wales) provide and licence our downloadable research, documents and reports (“Reports”) made available via our website www.improveltd.co.uk to you.
These Terms are a legal agreement between you or the employer or other entity on whose behalf you are purchasing our Reports and Improve. By downloading any Reports you agree to be bound by these Terms.
A note on copyright: All Reports are copyright © Improve Limited. All rights reserved. Purchases are individual, not for the general benefit of organisations or for redistribution except as subject to clause 1.1 below. Placing Improve Reports or extracts from Reports on networks, websites or intranets without express permission is a contravention of copyright.
1. Licence to the Reports
1.1 In consideration of the price to be paid for the Report (the “Fee”), we grant you a revocable, non-exclusive, non-transferable licence to do the following for your internal business purposes: a. download the Report; and b. store electronically, print and make a reasonable number of copies of the Report for distribution amongst your employees or colleagues, including by way of email, provided that: i. all copyright notices, other notices and branding on the Reports are retained in any copies of the Reports and are not altered, amended or removed; and ii. all recipients of copies of the Reports pursuant to this clause 1.1 are made aware of the provisions of these Terms.
1.2 You acknowledge that the Report is for your own use or internal business purposes only and you may not either as part of a package or as a separate product assign, sub-licence or transfer the rights granted to you in these Terms to any other party. Further, you may not copy, reproduce, edit, adapt, make derivate works of, publish, make available, distribute, broadcast, sell, loan, share, disclose or part with possession of the Report or any part of the Report without our permission.
1.3 You acknowledge that, unless otherwise stated in the Report: Improve is the owner of all rights, title and interest in the Report; you do not acquire any proprietary rights in the Report or copies of the Report; and, will take all necessary measures to protect the intellectual property of Improve.
2. The Fee
2.1 You must pay the Fee. Unless otherwise specified, the Fee is exclusive of any duties, value added or goods and services tax. You must pay an additional amount equal to any such taxes at the same time as the payment for the report, subject to receiving any tax invoice or other documentation required under the applicable law.
2.2 The Fee will be as quoted on our site from time to time, except in cases of obvious error. Fees are liable to change at any time. In the event that a Fee is incorrectly stated on our website and you purchase a Report for that incorrect Fee, we retain the discretion to charge you an additional amount to reflect the correct Fee, to reimburse you for any additional amounts paid in excess of the Fee or to take no further action.
2.3 Payments for all Reports must be by credit or debit card through the facility provide view our website.
3. Electronic downloads
3.1 After selecting a Report for purchase on our website and accepting these Terms your order will be processed. Your order constitutes an offer to purchase the Report and all orders are subject to acceptance by us. We confirm such acceptance by way of a notification to you.
3.2 On notification that the sale of the Report is complete the Report will be made available to you for download from our site as a PDF. If you have difficulty downloading a PDF please email us with the RBC WorldPay Merchant Reference and the required Report details and we will email the file to you instead.
3.3 If you have difficulty opening or reading a PDF file, please make sure you have the latest version of Adobe® Acrobat® Reader.
4. Returns and Refunds
4.1 We provide summary information relating to the content of our Reports on our website to help you select the item you want prior to purchase. Additionally the format of our Reports means that we cannot accept returns.
4.2 We therefore regret that once we have provided you with notification of the sale and the Report has been downloaded your order cannot be cancelled and we cannot provide refunds except in exceptional circumstances that are at the discretion of Improve (e.g. you purchase the same Report by mistake during the same transaction).
5. Warranty, liability and indemnity
5.1 You accept that the Reports are provided to you on an “as is” basis and Improve makes no warranties (whether express or implied) in respect or the Reports or their contents and accepts no responsibility for their suitability, accuracy or completeness. Improve does not warrant that Reports are virus-fee and accepts no responsibility for any damage caused when downloading Reports to your computer. Except for those terms which cannot be lawfully excluded, all other terms that might be implied in these Terms are excluded.
5.2 It remains your responsibility to ensure that any Report acquired is appropriate for its intended purpose. Improve gives no warranty that such material will be fit for its intended purpose. Improve will not be liable for loss of any kind including lost profits or other consequential losses arising from your use of or inability to use the Reports or from errors or deficiencies in any part of it except as expressly provided herein.
5.3 Improve will use its best and reasonable endeavours to correct any defects in the Product in a timely manner.
5.4 No liability shall attach to Improve, its employees, or retained consultants for loss or damage of any nature suffered as a result of the use of the Reports or for any errors or omissions in the contents of any Reports.
5.5 You shall be liable for and indemnify Improve against any and all expense, liability, loss, claim or proceeding arising from or relating to (i) use of the Reports; or (ii) any breach of these Terms by you; or (iii) any third party claims arising as a result of your use or misuse of the Reports.
5.6 If you are entering into these Terms on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Improve for any breaches of the terms of this Agreement.
6.1 You acknowledge that any Reports provided by Improve are not intended to replace legal or other professional advice and that Improve strongly advises that such advice be sought in all cases where such advice is necessary or appropriate and particularly in any circumstances where you are in any way unsure about the legal aspects of a document or related matters.
7. Law and Jurisdiction
7.1 This Agreement is governed by the laws of England and Wales. Any dispute relating to this Agreement shall fall within that jurisdiction.