RocSearch Standard Terms of Business

These are the standard terms of business which apply to all services rendered by RocSearch Limited or any of its group companies ("RocSearch") to its customers ("Customer").

1. Term and Termination:

Where a formal agreement between RocSearch and the Customer does not exist, the agreement between RocSearch and the Customer ("Agreement") shall comprise the terms agreed by RocSearch and the Customer in connection with the order for RocSearch’s services (the "Services") placed by the Customer. The Agreement term shall commence upon the date on which the Services are ordered and shall continue until the completion of all of RocSearch’s and the Customer’s obligations, subject to earlier termination as set out herein. Either party may terminate the Agreement: (i) if the other party commits a material breach of the Agreement and, in the case of a remediable breach only which is not a failure to pay any amount due under the Agreement, fails to remedy it within 30 days of the date of receipt of notice from the other party; (ii) if the other party becomes insolvent or unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over any part of its business or assets; if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction) bankruptcy or dissolution; if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, if it ceases to carry on business or if it claims the benefit of any statutory moratorium; or (iii) on three (3) months written notice to the other party.

2. Obligations:

You agree to provide accurate, current, and complete information to us when requested by RocSearch and to inform us promptly of any changes. You also agree that: (a) you will not attempt to obtain unauthorized access to our service; (b) you will not copy or disseminate any research project you receive from RocSearch hereunder to any third party except as expressly agreed by RocSearch in the Agreement; (c) you will comply with all applicable local, state, national, and international laws and regulations, including, without limitation, those related to privacy and data collection.

3. Amendments:

The Customer may request in writing any changes to the Services, which shall be subject to RocSearch’s prior approval.

4. Payment Terms:

All sums payable under the Agreement are exclusive of value added tax and any other applicable tax, which if applicable shall be paid by the Customer at the then prevailing rate and shall be paid in the currency specified in the Agreement. RocSearch shall have the right to charge interest at the rate of twelve per cent (12%) per annum from the due date until the date of actual payment, whether before or after any judgment, on any sum due from the Customer under the Agreement remaining unpaid as at the due date. The Customer shall have a right of approval over any additional expenses not specified in the Agreement. To the extent not expressly specified in the Agreement, all sums of payable to RocSearch under the Agreement shall be paid by the Customer within thirty (30) days of RocSearch’s invoice therefor.

5. Warranties:

Each party warrants, represents and undertakes to the other that it has all necessary right, power and authority to enter into the Agreement and to perform its obligations under the Agreement. RocSearch warrants, represents and undertakes to the Customer that (i) it complies and shall continue to comply throughout the Term with all applicable laws and regulations in relation to the Services; and (ii) it shall use reasonable care and skill in carrying out its obligations under the Agreement and shall operate at all times in accordance with best industry practice. The Customer warrants, represents and undertakes to RocSearch that (i) the use of the Customer’s logo and any and all materials provided by the Customer to RocSearch under the Agreement shall not infringe the Intellectual Property Rights of any third party; (ii) during the Term and for a period of twelve (12) months thereafter, it will not, and it will not induce, authorise or encourage any third party to, solicit or entice away from RocSearch or its Group (or endeavour to do the same) any employee; and (iii) it will only use the Materials in a manner consistent with the purpose agreed between the Customer and RocSearch ("Purpose"). The research provided is only for your general information and use. In particular, the research does not constitute any form of advice, recommendation or arrangement by RocSearch and is not intended to be relied upon by users in making (or refraining from making) any specific investment or other decisions. Appropriate independent advice should be obtained before making any such decision. Any arrangements made between you and any third party named on this Site or whose contact details are otherwise provided to by RocSearch at your sole risk and responsibility. All representations, conditions, warranties and terms relating to RocSearch software and RocSearch services and any other software or services provided or performed by RocSearch (whether statutory or otherwise, and including, without limitation, any as to the fitness for a particular purpose, satisfactory quality or merchantability of any thereof) are hereby excluded by RocSearch to the fullest extent permitted by law. You hereby agree that the RocSearch services and any research project or other materials you receive are provided "as is", "with all faults" and "as available" and are without warranty of any kind. RocSearch shall not at any time be liable for any claims or losses of any nature, including but not limited to lost profits, punitive or consequential damages. In addition to the foregoing, RocSearch does not provide any warranty against infringement or of title or quiet enjoyment and makes no express warranties.

6. Proprietary Rights:

For the avoidance of doubt, all ideas, concepts, know-how, techniques, methodologies, systems, skills, expertise and other general knowledge acquired or used by RocSearch in the performance of its services hereunder are expressly reserved to RocSearch. RocSearch grants to the Customer the right to use the Material solely in a manner consistent with the Purpose. The Customer grants to RocSearch a non-exclusive royalty-free licence to use the logo of the Customer solely on the Material and promotional materials relating to RocSearch’s business. No other rights in the Customer’s logo are granted to RocSearch, all of which are expressly reserved to the Customer.

7. Links:

Some of the hypertext links provided by RocSearch in connection with the Services, or provided in connection with RocSearch’s website will provide you access to other websites, which are not under the control of RocSearch, its partners or associates. You acknowledge and agree that RocSearch does not assume any responsibility or liability for any information, content, communications and/or materials available on such third-party websites. You understand that RocSearch provides such links for your convenience only and does not endorse any third party websites or the persons which control them.

8. Privacy:

RocSearch will collect your personal data in order to provide the services to you. RocSearch takes all reasonable precautions to ensure that your personal information is adequately guarded against unauthorized access or release. RocSearch will not give, sell, rent or loan any identifiable personal information to any third party, unless legally required to do so to government authorities or to the courts. RocSearch may email you regarding RocSearch’s services or offers. However, if you do not wish to receive such information, you may email RocSearch at optout@rocsearch.com

9. Limitation of Liability:

The aggregate liability of each of RocSearch and the Customer in respect of any loss or damage suffered by the other party arising out of the Agreement shall not exceed the amount of the fee payable by the Customer to RocSearch for the Services under the specific Agreement. RocSearch shall not be liable to the Customer for any indirect or consequential loss or damage howsoever caused (including, but not limited to, loss of profits, goodwill, contracts, business or anticipated savings) whether or not such losses were within the contemplation of the other parties at the date of the Agreement, arising from any breach by RocSearch of its warranties or obligations under the Agreement. Nothing in this paragraph shall exclude the liability of either party for death or personal injury resulting from that party’s negligence or fraud.

10. Force Majeure:

If either party is prevented from performance of any of its obligations (save for any payment obligation) under the Agreement as a result of an event of force majeure, that party shall notify the other as soon as practical, and shall have no liability in respect of any non-performance of such obligation. An "event of force majeure" is any cause preventing a party from performing its obligations which is beyond the reasonable control of that party, including, but not limited to, acts of God, war or terrorist activity, civil commotion, industrial disputes and other acts, events, omissions and accidents (provided that lack of funds and mere shortage of materials, equipment or supplies shall not constitute events of force majeure).

11. Assignment:

Neither party shall, without the prior written consent of the other party assign, transfer or sublicense any or all of its rights and obligations under the Agreement (or purport to do the same), save for an assignment by any party to a company within its Group; provided that no such assignment shall relieve the assigning party of its obligations under the Agreement. Any purported assignment in breach of this paragraph 11 shall confer no rights on the purported assignee.

12. Notices:

Any notices required to be given under the provisions of the Agreement shall be in writing and shall be deemed to have been duly served if hand delivered or sent by fax or, within the United Kingdom, by prepaid special or first-class recorded delivery post, or, outside the United Kingdom, by prepaid international recorded airmail, correctly addressed. Any notices to RocSearch shall be sent to RocSearch Limited, 36-40 Rupert Street, First Floor, London W1D 6DW, United Kingdom, facsimile +44 (20) 7439 0110.

13. Definitions and Interpretation:

  1. The following words shall have the following meanings:
    1. "Intellectual Property Rights" shall mean all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including any applications for the protection and registration of such rights and all renewals and extensions thereof throughout the world;
    2. "Group" means, in respect of any party, subsidiaries of that party or its ultimate holding company and all subsidiaries of such holding company, as such expressions are defined in Section 736 of the Companies Act 1985;
    3. "Material" as used in the Agreement means any and all materials produced from time to time by RocSearch for the Customer pursuant to the provision of the Services, but shall not include any materials provided to RocSearch by the Customer.
  2. Any reference herein to any statute, statutory provisions, legislation, code or guideline shall be a reference thereto as the same may from time to time be amended, modified, extended, varied, superseded, replaced, substituted or consolidated.
14. General:

  1. The Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of the Agreement. Each of the parties acknowledges and agrees that in entering into the Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement. Nothing in this paragraph 14 shall operate to limit or exclude any liability for fraud.
  2. No modification or variation to the Agreement shall be valid unless it is in writing (excluding by email) and signed by or on behalf of each of the parties to the Agreement.
  3. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under the Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that or any other rights, powers, privileges, claims or remedies in any other instance at any time or times subsequently. All the rights and remedies provided by the Agreement are cumulative and unless otherwise specified herein, do not exclude any other rights or remedies available at law.
  4. Nothing in the Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other or to act in the name or on behalf of or otherwise to bind the other in any way.
  5. Except insofar as the Agreement expressly provides that a third party may in its own right enforce a term of hereof, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
  6. The validity, construction and performance of the Agreement shall be governed by and construed in accordance with the law of England. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England over any claim, dispute or matter arising under or in connection with the Agreement.
About RocSearch

Founded in 1999, RocSearch specialises in Research & Information services for businesses around the world. RocSearch offers a range of company, market and industry intelligence products - from news reviews to in-depth analysis, with a significant capacity for bespoke work as well as standardised output. RocSearch has highly skilled research analysts and access to the most up-to-date information sources available. RocSearch has more than 2500 published reports spanning all industry and market sectors to its credit, which are credible, current and complete, and offer full value for money while acting as strategic inputs for business decision making. To find out more about RocSearch, including our reports and bespoke research services, please visit our website, www.rocsearch.com, or call us on +44 207 494 1888 for more information.

UK

RocSearch Limited
36-40 Rupert Street
London W1D 6DW
United Kingdom
T: +44 20 7494 1888
F: +44 20 7439 0110
 India

RocSearch India Private Limited
A - 16, Sector 16,
Noida,
UP - 201301
India
T: +91-120-4017100
F: +91-120-4017199

All Rights Reserved.

Any unauthorised use or disclosure of the information contained in this report is prohibited.

This report has been prepared and issued by RocSearch and/or one of its affiliates.

The information and data herein has been compiled or arrived at from sources believed to be reliable in good faith, but no representation or warranty, express or implied, is made as to their accuracy, completeness or correctness and RocSearch does not warrant that the information is up to date. The information and opinions in the report constitute a judgment as at the date indicated and are subject to change without notice.