Terms and Conditions



­Goode Intelligence Terms and Conditions


Please contact us for a PDF version of these terms and conditions if required.

1. Introduction and Definitions

1.1

Unless otherwise agreed by us in writing, these Terms govern the supply of and/or your access to any of the Materials to the exclusion of all other terms and conditions (including any which you purport to apply under any purchase order, confirmation of order, specification or other document). Any Additional Conditions will be set out on the relevant Order Form. If any of the Additional Conditions are inconsistent with any of these Terms, the Additional Conditions will prevail, but only to the extent of the inconsistency. The Order Form includes details of the particular Materials you are purchasing or to which you are subscribing; prices and relevant subscription dates.


1.2
Throughout these Terms and in the Order Form, the following definitions apply:-

”Additional Conditions“

any additional terms and conditions applicable to particular Materials set out on the relevant Order Form

”Client“, ”you“ or ”your“

any person, firm, company or other body which enters into an agreement with Goode Intelligence to receive or have access to any Materials, (regardless of the mode of their delivery to the Client), but this does not extend to or include other companies which may be part of the same group as the Client

”Data“

Goode Intelligence contained in any of the Materials which the Client has selected and which are to be supplied by Goode Intelligence

”Goode Intelligence“, ”our“, ”we“ or ”us“

the Goode Intelligence division of Goode Media Ltd or ”us“

”Initial Period“

has the meaning given in Part 4 of these Terms

”Materials“

the materials, publications, services and/or information, including but not limited to Products, and/or Online Services available from Goode Intelligence

”Online Services“

online Materials available on the websites operated by Goode Intelligence

”Order Form“

the relevant Client order form for particular Materials

”Personnel“

means:

  • any employee of the Client; and/or (if applicable)
  • any other person who is (i) nominated and identified by the Client and (ii) individually authorised by Goode Intelligence to have access to the Materials purchased or subscribed for by the Client

”Product“

a product distributed, supplied or made available or accessible by Goode Intelligence

”Services“

any services described in the Order Form which are associated with and/or form part of the Materials purchased or subscribed for by the Client

”Terms“

these terms of business

”User“

any member of Personnel who has been included in the agreed total number of Users set out in the Order Form and who is nominated by the Client and authorised by both Goode Intelligence and the Client to have access to or be supplied with the Materials purchased or subscribed for by the Client

“Pre-Order”

When a customer purchases un-published materials from Goode Intelligence and pays in full. The purchased pre-ordered materials will be delivered to the client when they are published


2. Terms applicable to all Materials

2.1

We warrant that we have a right to license the Materials to you and that we will provide the Materials with reasonable skill and care.

2.2

Goode Intelligence grants you a non-exclusive, non-transferable licence to use and/or to access the Materials to which you have subscribed but only in accordance with the permitted use terms and restrictions applicable to the type of licence you have purchased. You undertake to comply with the permitted use terms and restrictions applicable to the type of licence you have purchased and to procure that all Users and/or members of Personnel do likewise.

2.3

The licence granted to you is granted on these Terms and on any Additional Conditions applicable to particular Materials as set out on the Order Form.

2.4

The Order Form will indicate the particular Materials purchased by you and which type of licence you have purchased.

2.5

You accept that if you are resident outside England, you must satisfy yourself that you are lawfully able to use and purchase or subscribe to the Materials and/or Online Services and, to the extent permitted by applicable law, Goode Intelligence accepts no liability for any costs, losses or damages in this regard.

2.6

The Software and the contents of the Online Services and of the Materials are protected by international copyright laws, database rights and other intellectual property rights. The owner of these rights is Goode Intelligence, our affiliates or other third party licensors. All product and company names and logos contained within our website or the Online Services or the Materials are the trade marks, service marks or trading names of their respective owners, including us. All of our rights which are not specifically granted to you by these Terms are reserved to us.

2.7

Except as set out in sub-clause 2.1, we exclude all express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to the Materials, the Online Services, our website or any Goode Intelligence service provided through our website. We will try to ensure that Goode Intelligence content in any Materials or Online Services purchased by you or for which you subscribe are accurate but please note that all Goode Intelligence content in Materials and Online Services are provided on an “as is” basis and you assume total responsibility and risk for your use of Goode Intelligence content in Materials and Online Services.

2.8

We accept no liability for any indirect or consequential loss or damage, or for any loss of data, profit, revenue or business (whether direct or indirect) in each case, however caused, even if foreseeable. In circumstances where you suffer loss or damage arising out of or in connection with the viewing, use or performance of Online Services or any Materials, we accept no liability for this loss or damage whether due to inaccuracy, error, omission or any other cause and whether on the part of Goode Intelligence or our servants, agents or any other person or entity.

2.9

If we are liable to you for any reason, our liability will be limited to the amount paid by you for the Online Services or the Materials in the year in which such liability arose. This limit does not apply to any liability we may have for death or personal injury resulting from our negligence or from our fraudulent misrepresentation.

2.10

The limitations and exclusions in this clause 2 do not affect your non-excludable statutory rights and only apply to the extent permitted by applicable law.

2.11

You may not assign, transfer or sub-licence any of your rights under these Terms and/or the Order Form. These Terms do not confer any rights on any person or party (other than you and/or us) pursuant to the Contracts (Rights of Third Parties) Act 1999.

2.12

These Terms together with the Additional Conditions and the Order Form are the whole agreement between you and Goode Intelligence. You acknowledge that you have not entered into this agreement in reliance upon any statement, warranty or representation made by Goode Intelligence or any other person and you irrevocably and unconditionally waive any rights to claim damages and/or to rescind this agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in these Terms, the Additional Conditions and the Order Form.

2.13

These Terms and your use of our websites are governed by English law and you submit to the exclusive jurisdiction of the English courts.

2.14

Except in respect of a payment obligation, neither you nor Goode Intelligence will be held liable for any failure to perform any obligation to the other due to causes beyond your or Goode Intelligence’s respective reasonable control (force majeure).

2.15

We have the right (but not the obligation) to monitor use of the Online Service and/or access to Materials in order to verify compliance with these Terms and any Additional Conditions and/or any operating rules established by us and/or to satisfy any law, regulation or authorised government request.

2.16

If pre-ordered, purchased, materials from Goode Intelligence are not published, therefore not delivered, then the client will be offered either a full refund or a credit note for alternative Goode Intelligence materials.

2.17

Cancellation of materials from Goode Intelligence, once purchased and a contract has been signed, will not give right to any form of reimbursement or non-payment of outstanding dues except in the event of special contributing circumstances and at the sole discretion of Goode Intelligence.

2.18

Materials sold by Goode Intelligence are not returnable unless such a return is expressly authorised in writing by Goode Intelligence and in the event of such consent being given, Goode Intelligence may apply a reasonable handling charge in respect of the goods returned. Subject to these conditions all returned goods shall be delivered to Goode Intelligence carriage paid and until received by Goode Intelligence are at the Client's risk.


3. Enterprise Wide Licence - In relation to the Materials which you have purchased:
  • you may:

    • display such Materials electronically to members of your Personnel wherever in the world they may be located;
    • use limited and insubstantial extracts from the Data for external purposes provided that such use is in the ordinary course of your business and does not form part of a regular or routine pattern of use and provided further that where extracts of the Data are contained in documents which are to be included in press releases and/or otherwise made publicly available, such extracts of the Data shall (unless otherwise agreed with Goode Intelligence) not be released unless the following conditions are complied with:-
  • either a proof, copy or relevant section of the document are supplied to Goode Intelligence for release authorisation during UK office hours and Goode Intelligence gives such authorisation in writing - Goode Intelligence will not unreasonably withhold or delay such authorisation; and
  • Goode Intelligence’s copyright notice is included in the document; and
  • expressly and with reasonable prominence, Goode Intelligence is acknowledged as the source of the Data so used;
  • print copies of reports and newsletters for use by members of your Personnel;
  • allow the Users to use limited and insubstantial extracts from the Materials in internal business reports and analysis circulated to your Personnel within the normal (internal) course of your business; and
  • save only as expressly permitted in accordance with sub-paragraph (ii) above, allow your Personnel to use such Materials solely for your internal business purposes.
  • you may not:
    • download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the Materials and/or Data other than as expressly permitted in sub-clause 3(a) above;
    • resell, sub-licence, rent, lease, transfer or attempt to assign the rights in the Materials and/or Data (in whole or in part) to any other person;
    • use the Materials and/or Data other than in compliance with applicable laws; or
    • modify or alter such Materials and/or Data nor may you create a database in electronic or structured manual form by systematically downloading and storing any of the content from such Materials and/or Data.

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