1.1. In these Conditions: "Conditions" are these terms and conditions of trading and any special terms and conditions mentioned on any written quotation or acceptance of the Customers order.
1.2. "Customer" means the party identified in the quotation and to whom CIM may agree to supply Products in accordance with these conditions.
1.3. "Contract" is the contract for licensing the Products.
1.4. "CIM" means Cranfield Innovation Manufacturing Limited (hereinafter known as “CIM”), a company incorporated in England and Wales (company number 02965434) whose registered office is at Building 62, Cranfield University Campus College Road, Cranfield, Bedfordshire, MK43 0AL
1.5 “Estimated Time” is the time that CIM estimates the Products will be delivered in. Under normal circumstances Products should be delivered via email within forty-eight (48) hours of the order being placed. However, in extenuating circumstance it may take up to two (2) weeks for an order to be delivered via email.
1.6 “Product originator” is the creator of the products.
1.6. "Products" means Products including but not limited to computer datasets to be provided by CIM to the Customer in accordance with these terms and conditions.
1.7. "Quotation" is a tender made by CIM whether orally or in writing.
1.8. "Third Party Data" means all data owned by or licensed to the Customer from a third party owner supplied by CIM and which comprises part of the Products.
2. ORDER ACCEPTANCE
2.1. All orders placed with CIM by the Customer for Products shall constitute an offer to CIM, under these conditions, subject to availability of the Products and to acceptance of the order by CIM's authorised representative.
2.2. All orders are accepted and Products supplied subject to these terms and conditions. No amendment to these terms and conditions is acceptable unless confirmed in writing on or after the date of date by CIM’s authorised representative.
2.3. It is agreed that these terms and conditions prevail over the Customer's terms and conditions of purchase.
2.4. CIM's employees or agents are not authorised to make any representations concerning the Products unless confirmed by CIM in writing. In entering into the contract the customer acknowledges that it does not rely on any representations given orally or in writing relating to this license and irrevocably waives any claim it may have for damages or any right to rescind the Contract for any such representations which are not so confirmed (unless such representations were fraudulently made).
2.5. Any advice or recommendation given by CIM or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Products which is not confirmed in writing by CIM shall be followed or acted upon entirely at the Customer's own risk and, accordingly, CIM shall accept no liability in respect thereof
2.6. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by CIM shall be subject to correction without any liability on the part of CIM.
3. INDEPENDENT CONTRACTOR
3.1. The relationship between CIM and Customer is that of independent contractor. Neither party shall be or be deemed to be the agent of the other and neither party has any authority to make any obligation expressly or impliedly in the name of the other party.
4.1. Any time quoted for despatch or delivery is to be treated as an estimate only. In no event shall CIM be liable for any loss or damages or penalty, direct or indirect, for delay in despatch or delivery.
4.2. Delivery shall be in accordance with the Estimated Times. Where a Product is unavailable and unlikely to become available during the Estimated Time the Customer shall be informed as soon as reasonably possible.
4.3. CIM shall not be responsible for loss or damage resulting from delay or failure to notify the Customer of any delay. Changed specifications or instructions may result in changes to Estimated Times.
4.4. The Products may be delivered in instalments. Each delivery shall constitute a separate contract and failure by CIM to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
4.5. The Customer will advise CIM of the email address the Products will be emailed to prior to the Products being sent. If the Customer gives CIM an invalid email address or an address where the inbox has reached its capacity or where the internet service provider cannot send the email for any such reason CIM will not be liable for failure to deliver.
4.6. Risk shall pass to the Customer at the time the Products are despatched via email by CIM. CIM accepts no liability for loss or damage caused by its own or the Customer’s internet service provider.
4.7. If Products have not been received, the Customer must notify CIM within 7 days of the date of the invoice.
5. CANCELLATION AND RESCHEDULING
5.1. The Customer shall be unable to cancel any orders placed once the order has been received by CIM and the Customer has downloaded the data download link via email. The Customer will be advised during the online order system that cancellations are not possible.
5.2. In the event that CIM cancels this agreement for any reason CIM undertakes to refund all fees payed in full without any deduction. This represents CIM’s total liability in both Tort and Contract for all losses incurred by the Customer in respect of such cancellation and CIM shall have no liability in respect of any unforeseen, consequential or indirect loss or damage in respect thereof. For the avoidance of doubt any liability incurred hereunder shall be limited in accordance with clause 14 below.
6.1. Catalogues, price lists and other advertising literature or material as used by CIM are intended only as an indication as to the price and range of Products offered and no prices, descriptions or other particulars contained therein shall be binding on CIM.
6.2. All prices are exclusive of Value Added Tax and any similar taxes. All such taxes are payable by the Customer and will be supplied in accordance with UK legislation in force at the tax point date.
6.3. The Customer shall pay CIM's invoices without any deduction or set off. CIM may recover the price notwithstanding that delivery may not have taken place and property in the Products has not passed to the Customer. The time of payment shall be of the essence.
6.4. Quotations may be withdrawn at any time prior to acceptance of order and shall automatically be taken to have lapsed after 7 days from the date of the Tender.
7. PAYMENT TERMS
7.1. Payment shall be made using the online system by Customer. Payment in full shall be due prior to the Product being emailed to the Customer. The Customer will receive proof of payment once payment in full has been received by CIM.
7.2. If the Customer has a credit account with CIM, an invoice for the balance will be sent to the Customer on a monthly basis. The invoice must be paid in full each month. If the Customer fails to pay the invoices on time and in full will be considered overdue and remain payable by the Customer together with interest for late payment from the date payable at the rate of 2% per annum above the base rate for the time being of Lloyds TSB plc. Such interest shall accrue on a daily basis and be payable on demand after as well as before judgment.
7.3. CIM reserves the right to terminate credit account payment terms with immediate effect when it deems this reasonable to do so.
8. SALES TAXES
8.1. CIM will invoice with VAT unless the customer can provide, prior to completing the purchase, sufficient information for zero or European VAT supply. CIM will not refund VAT after the completion of the sale.
9. RETENTION OF TITLE
9.1. Regardless of payment, title in the Product licensed to the Customer shall remain with CIM if CIM is the owner or with the third party owner if CIM has licensed a third party’s Product. In return for payment CIM shall grant the Customer a licence to use the Product.
9.2. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of CIM,
9.3. CIM reserves the right to cease supplies of Products to the Customer at any time. On such cessation of supplies, CIM reserves the right to withdraw any credit facility such that the whole of the Customer's account becomes due for payment forthwith.
10. SPECIFICATION OF PRODUCTS
10.1. CIM will not be liable in respect of any loss or damage caused by or resulting from any variation for any reason in the Product Originator's specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. CIM will use its reasonable endeavours to advise the Customer of any such impending variation as soon as it receives any such notice thereof from the Product Originator.
10.2. Unless otherwise agreed, the Products are supplied in accordance with the Product Originator’s standard specifications as these may be improved, substituted or modified. CIM reserves the right to increase its quoted or listed price or to charge accordingly in respect of any orders accepted for Products of non-standard specifications and in no circumstances will it consider cancellation of such orders or the return of such orders.
11. INTELLECTUAL PROPERTY RIGHTS IN DATASETS
11.1. The Customer hereby acknowledges that any proprietary rights in any Third Party Data supplied hereunder including but not limited to any title or ownership rights, patent rights, copyrights and trade secret rights, shall at all times and for all purposes vest and remain vested in the Third Party Data owner.
11.2. The Customer hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of licence attaching to Third Party Data supplied and delivered by CIM (including if so required the execution and return of a Third Party Data licence). The Customer is hereby notified that failure to comply with such terms and conditions could result in the Customer being refused a licence or having the same revoked by the third party owner. The Customer further agrees to indemnify CIM in respect of any costs, charges or expenses incurred by CIM at the suit of a Third Party Dataset owner as a result of any breach by the Customer of such.
11.3. NO TITLE OR OWNERSHIP OF DATASET PRODUCTS OR ANY THIRD PARTY DATA LICENCED TO THE CUSTOMER UNDER THIS AGREEMENT IS TRANSFERRED TO THE CUSTOMER UNDER ANY CIRCUMSTANCES.
11.4 All databases and information derived from databases supplied as a Product are protected under copyright. The Customer will be considered to be infringing the CIM copyright if they extract or re-utilise all or any part of the contents of a protected database without the consent of CIM.
12. ACCEPTANCE / RETURN OF PRODUCTS
12.1. The Customer shall inspect the Products on delivery and unless the Customer notifies CIM of any defects in writing within 7 days of delivery and unless the Customer gives CIM an opportunity to inspect the Products within a reasonable time following delivery and before any use is made of the Products, the Products shall be conclusively presumed to be in accordance with the Contract and free from any defect or damage and the Customer shall be deemed to have accepted the Products.
12.2. After acceptance the Customer shall not be entitled to reject Products, which are not in accordance with the Contract. In no event shall the Customer be entitled to reject the Products on the basis of any defect or failure, which is so slight that it would be unreasonable for the Customer to reject the Products.
12.3. The Customer shall notify CIM of any shortage of quantity of the Products or any alleged failure to comply with its description within 2 working days of receipt of the Products.
12.4. If CIM has issued an incorrect number of Products then the Customer will be entitled to a refund for the Products they have not received. All refunds will be specific to the unavailable Products and not the total value of the order.
13.1. CIM shall ensure that it has good title to or licence to supply all Products to the Customer.
13.2. All Products supplied hereunder are supplied "as is" and the sole obligation of CIM in connection with the supply of Products is to use all reasonable endeavours to obtain and supply a corrected version from the Product Originator concerned in the event that such Product should fail to conform to product description PROVIDED ALWAYS THAT the Customer notifies CIM of any such non-conformity within 30 days of the date of delivery of the applicable Product. Specifically CIM gives no express warranty in relation to the Products date compliance and cannot accept any liability in relation to any losses, costs or expenses, which arise through any difficulty, caused over date changes.
13.3. EXCEPT AS SPECIFICALLY SET OUT IN THIS CLAUSE 12, CIM DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESCRIPTION, DESIGN, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM ANY PREVIOUS COURSE OF DEALING, USAGE OR TRADE PRACTICE.
14. INDEMNITIES AND LIMITS OF LIABILITY
14.1. CIM will indemnify the Customer for physical injury or death caused solely by defects in any of the Products or caused solely by the negligence of its assigned employees acting within the course of their employment and the scope of their authority.
14.2. In any event, CIM's entire liability under any contract shall be limited to damages of an amount equal to the price of the Products. CIM does not attempt to limit liability for personal injury or death caused by its negligence or the negligence of its employees or agents. Subject to the provisions of the Unfair Contract Terms Act 1977, all warranties, conditions, representations or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
14.3. To the extent the law does not permit the liabilities concerned to be excluded and save as otherwise expressly provided, CIM's entire aggregate liability for all claims shall be limited to damages of an amount equal to the price of the Products.
14.4. Except as stated in clauses 13.1 and 13.2 above, CIM disclaims and excludes all liability to the Customer in connection with these terms and conditions including the Customer's use of the Products and in no event shall CIM be liable to the Customer for special, indirect or consequential damage including but not limited to loss of profits arising from loss of data or in connection with the use of the Products. All terms of any nature, express or implied, statutory or otherwise, as to correspondence with any particular description or sample, fitness for purpose or merchantability, are hereby excluded.
14.5. The Customer shall indemnify defend and hold harmless CIM and its employees and agents in respect of any claims by third parties, which are occasioned by or arise from any CIM performance or non-performance pursuant to the instructions of the Customer or its authorised representative.
15.1. The Customer shall fully and effectively indemnify CIM and its agents against the total expense to CIM arising out of the Customer's breach or breaches of these conditions of sale. Such expense shall include (without limitation)
15.1.1 all expenses incurred by CIM in sourcing and building the Products
15.1.2. all court fees
15.1.3. all amounts payable to CIM's professional advisers (payable on an indemnity basis) in pursuing claims against the Customer for breach or breaches of these conditions and for enforcing any judgement/s and/or order/s
15.1.3. all amounts payable to CIM's insurers and/or debt recovery agents, in each case including anticipated sums payable by CIM only after payment of any sums from the Customer.
16. FORCE MAJEURE
16.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from an event, circumstances or cause beyond its reasonable control (Force Majeure Event).
16.2 CIM shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
16.3 If a Force Majeure Event prevents, hinders or delays the CIM’s performance of its obligations for a continuous period of more than thirty (30) Days, the Customer may terminate the Contract immediately by giving written notice to the CIM ..
17.1. This agreement may be terminated forthwith by notice in writing:
17.1.1. By CIM if the Customer fails to pay any sums due hereunder by the due date notwithstanding the provisions for late payment as in clause 7.1.
17.1.2. If either party is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or a reconstruction, or makes an arrangement with creditors or petitions for an administration order or has a Receiver or Manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986,then without prejudice to any other rights or remedies available to it, the other party shall have the right to terminate this Agreement forthwith.
17.2. Any termination of this Agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law, and shall not affect any accrued rights or liabilities of either party.
18. EXPORT AND/OR RE-EXPORT LIMITATION
18.1. Having regard to the current statutory or other United Kingdom government regulations in force from time to time and, in the case of Products manufactured in the United States of America, to the current export rules and regulations of the United States Department of Commerce in force from time to time and regardless of any disclosure made by the Customer to CIM of an ultimate destination for any Products, the customer will not export or re-export any Products without first obtaining all such written consents or authorisations as may be required by any applicable government regulations.
19.1. The headings in this Agreement are for ease of reference only and shall not affect its interpretation or construction.
19.2. No forbearance, delay, indulgence by either party in enforcing its respective rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any later breach.
19.3. The Customer agrees not to assign any of its rights herein without the prior written consent of CIM.
19.4. In the event of any of these terms and conditions or any part of them being judged illegal or unenforceable for any reason, the continuation in full force and effect of the remainder of them shall not be prejudiced.
19.5. Any documents or notices given hereunder by either party to the other must be in writing and may be delivered personally or by recorded delivery or registered post and in the case of post will be deemed to have been given 2 working days after the date of posting. Correspondence sent via email shall be considered as sufficient. Email will be deemed to be delivered the same day it is sent unless an error message is received by the sender. Documents or notices shall be delivered or sent to the addresses of the parties on the first page of this Agreement or to any other address notified in the normal course of trading in writing by either party to the other for the purpose of receiving documents, data or notices after the date of this Agreement.
19.6. These terms and conditions shall be construed in accordance with English Law.
20. ADDITIONAL TERMS FOR CONSUMERS
20.1. The terms of these conditions do not affect consumers’ statutory rights.
20.2. The following terms shall only apply to those persons who license Products from CIM as a consumer as defined in the consumer protection (distance selling) regulations.
20.3. A consumer shall, subject to the terms set out in this clause 20, have the right to cancel a contract within 7 working days from the day after the date of the delivery of the Products by CIM to the consumer providing that the consumer makes the request to CIM in writing.
20.4. Should a consumer exercise their right to cancel pursuant to this clause, CIM will in accordance with the regulations, reimburse any payment made by the consumer for the products within 30 days of receiving the written notification of cancellation unless the consumer has clicked the data download link sent to them after payment has been received. If the data download link has been clicked on CIM will assume that the consumer has revoked their right to cancel. Any Products returned by the consumer under this clause will be charged a processing fee. This fee will depend on the size of the order being returned.