1. Scope

1.1.  These General Terms and Conditions of Purchase (the “Agreement”) form the legal agreement between the Client and RW (each a “Party”, collectively the “Parties”) and govern RW’s sale and Client’s purchase of the Report.

1.2 Client agrees that any purchase or use of the Report shall constitute acceptance of the terms of this Agreement.

2. Report

2.1 RW shall carry out the services in a timely and efficient manner.

2.2 RW shall provide the Report in accordance with the conditions set out in the Market Intelligence Proposal presented to the Client, subject to any deviations in the scope of the services performed or data provided by RW in the Report pursuant to the Client’s requests accepted by RW. The Client acknowledges it has received and read the Market Intelligence Proposal.

2.3 RW reserves the right to amend the scope of its services when preparing the Report if required by any applicable statutory or regulatory requirement, and RW shall notify the Client in any such event.

3. Client’s rights and obligations

3.1 Subject to clause 3.2, the Client is granted a limited non-transferable licence to use, store, and/or access the Report.

3.2 Client will not: (i) modify, copy or create derivative works based on the Report; (ii) disassemble, reverse engineer or decompile the Report or access it in order to: (a) build a competitive product; (b) build a product using similar ideas, features, functions or graphics to those of the Report; or (c) copy any ideas, features, functions or graphics of the Report; (iii) sublicense, rent, lease, transfer assign or otherwise commercially exploit or make the Report available to any third party.

4. Warranties

4.1 RW warrants that the Report shall conform in all reasonable material respects with the agreed description as provided in the Market Intelligence Proposal.

4.2 Subject to clause 4.3, if:

(a) the Client gives notice in writing to RW within a reasonable time of discovery (but no longer than two (2) weeks from receipt of the Report) that part or all of the Report does not comply with the warranty set out in clause 4.1; and
(b) RW is given a reasonable opportunity to examine the Report, RW shall, in its discretion, make any adjustments or modifications to the data contained in the Report.

4.3 Clause 4.2 shall not apply and the Report shall be deemed to comply with the warranty set out in clause 4.1 if:

(a) the Client makes any further use of such Report after giving notice in accordance with clause 4.2;
(b) the defect arises as a result of RW following any specification requests (whether provided orally or in written format) supplied by the Client;
(c) the Client alters or repairs such Report without the written consent of RW; or/
(d) the Report differs from the description in the Market Intelligence Proposal as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

4.4 Except as provided in this clause 4, RW shall have no liability to the Client in respect of the warranty set out in clause 4.1.

4.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Agreement.

4.6 The terms of this Agreement shall apply to any repaired or replacement Report supplied by RW.

5. Price and payment

5.1 The price of the Report shall be the price set out in the Market Intelligence Proposal, or confirmed to the Client in writing (including via email) before or after its issuance.

5.2 RW may, by giving notice to the Client at any time up to five (5) Business Days before delivery increase the price of the Report to reflect any increase in the cost of the services due to:

(a) any request by the Client to change any previously agreed specifications; or
(b) any delays caused by any instructions of the Client or failure of the Client to give RW adequate or accurate information or instructions.

5.3 The price of the Report excludes amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to RW at the prevailing rate, subject to the receipt of a valid VAT invoice.

5.4 RW may invoice the Client for the Report on or at any time after the delivery of the Report.

5.5 The Client shall pay each invoice submitted by RW within thirty (30) days of the date of the invoice or in accordance with any credit terms agreed by RW and confirmed in writing to the Client. Time for payment shall be of the essence.

5.6 All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Liability

6.1 The restrictions on liability in this clause 6 apply to every liability arising under or in connection with this Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

6.2 Except as expressly and specifically provided in this Agreement: (i) the Client assumes sole responsibility, and RW will have no liability, for results obtained from the use of the Report by the Client, and for conclusions drawn from such use. RW will have no liability for any damage or loss caused by errors or omissions in any information or instructions provided to RW by the Client in connection with the Report, or any actions taken by RW at Client’s direction; (ii) all warranties, representations, conditions and all other terms of any kind whatsoever implied by legislation (with respect to the Report delivered or otherwise) are, to the fullest extent permitted by applicable legislation, excluded from this Agreement; and (iii) the services and Report are provided to the Client on an "as is" basis.

6.3 Nothing in this Agreement limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979, or defective products under the Consumer Protection Act 1987. 6.4 Subject to clause 6.3, RW's aggregate liability howsoever relating to or arising out of or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed the total fees paid by the Client for the Report.

6.5 The following types of loss are wholly excluded (including under any indemnity):

(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.

7. Force majeure

7.1 Neither Party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly.

7.2 If the period of delay or non-performance continues for one (1) month, the Party not affected may terminate the Agreement by giving five (5) Business Days’ written notice to the affected Party.

8. Intellectual Property Rights.

8.1 All intellectual property belonging to a Party or its affiliates, at the commencement of this Agreement, will remain vested in that Party, and nothing in this Agreement will, or is intended to, transfer ownership in that other Party’s Intellectual Property Rights. Without derogating from the generality of the foregoing, the Client acknowledges and agrees that RW either owns, holds a licence to, or is an authorised user of, all Intellectual Property Rights in the Report, and except as expressly stated herein, this Agreement does not grant the Client any rights to, or in, the Intellectual Property Rights in the Report.

8.2 Nothing in this Agreement gives the Client the right to use any of RW’s titles, logos, trademarks, copyright and other notices unless agreed to, in writing, by RW.

8.3 RW acknowledges and agrees that RW does not have ownership of the Client data, including recruitment data, provided in relation to the Report. RW may reasonably access, use, edit or disclose the data in order to provide the Report under this Agreement

8.4 RW will have an unrestricted, royalty-free, worldwide, perpetual licence to use any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client relating to the provision of the Report.

9. Confidentiality.

9.1 Each Party undertakes that: (i) it shall not at any time during the term of this Agreement and for a period of two years after termination, disclose to any person any information that can reasonable be regarded as being confidential, including (but not limited to) information concerning the business, assets, affairs, customers, clients or suppliers of the other Party, except as permitted by clause 8.2; and (ii) it shall protect the other Party’s confidential information against unauthorised use or disclosure using the same degree of care which it uses for its own confidential information, which in no event will be less than reasonable care.

9.2 Each Party may disclose the other Party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under the Agreement. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party's confidential information comply with this clause 8.1;
(b) where such information is or later becomes publicly available other than through a breach of this Agreement; and
(c) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 The Client acknowledges and agrees that the data contained in the Market Intelligence Proposal shall be regarded as confidential information of RW.

9.4 Neither Party shall use the other Party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement. Nothing in this Agreement will prevent a Party from seeking an injunction from the courts in respect of any violation of its rights of confidentiality.

10. General

10.1 Entire agreement. This Agreement constitutes the entire agreement between the parties. Each Party acknowledges that in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

10.2 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.3 Waiver.

(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

10.4 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision of the Agreement is deemed deleted under this clause 9.4, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

10.5 Notices. Any notice given to a Party under or in connection with the Agreement shall be in writing and shall be sent to the address (physical or email) specified in the Market Intelligence Proposal.

10.6 Acceptance and Authority. Each Party represents that it has the authority to enter into this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the term “Client” will refer to such entity. . The Client may confirm acceptance of this Agreement and the conditions outlined in the Market Intelligence Proposal to RW in writing (including via email) or by signature to the Market Intelligence Proposal.

10.7 Third party rights. The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

10.8 Governing law. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

10.9 Jurisdiction. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

11. Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Client: the person or firm who purchases the Report from RW.

Force Majeure Event: an event, circumstance or cause beyond a Party's reasonable control

Intellectual Property Rights: means all intellectual property rights of whatever nature, including patents, copyright (present and future), trademarks, business names, trade names, domain names, rights in get- up, goodwill and the right tsue for passing off or unfair competition, rights in software, design rights, rights to inventions, database rights, rights in performances, (whether or not any of these is registered and including any applications for registration of any such rights), rights to preserve the confidentiality of information (including trade secrets and know-how) and any other intellectual property rights and including all applications, or rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Market Intelligence Proposal: the document presented to the Client prior to the Client’s purchase of any Report.

Report: the report document containing the data/information (or any part of them) prepared for the Client, as outlined in the Market Intelligence Proposal.

RW: Robert Walters Operations Limited (registered in England and Wales with company number 03621607) or such other Robert Walters entity as is referred to in the Market Intelligence Proposal and which is the seller of the Report to the Client.