Blue Yonder Research
Limited of 4325 Park Approach,
Thorpe Park,
Leeds,
LS15 8GB, UK
Hereinafter referred to as licensor and
You (the Customer)
WHEREAS, licensor has valuable experience in the development and manufacture of the Clickscape System and is the exclusive proprietor of British patent applications GB 1816647.0 andGB 1820128.5, and certain know-how, rights and inventions relating to the subject matter contained therein and, in particular, to the product known as “Clickscape System”;
WHEREAS, you have selected to purchase the combination of one or more of:
Clickscape System button(s) and associated licence(s), or
Clickscape System licences; or
Clickscape dashboard service
NOW, THEREFORE,
A. "Territory" shall mean worldwide.
B. "Intellectual Property Rights"shall mean and include the above mentioned intellectual property rights with any and all other patents and patent applications, registered trade marks and registered designs relating to the Clickscape System under which licensor has, or hereinafter acquires, the right to licence others.
C. "Copyrights" shall mean and include any and all copyrights as common and/or statutory law within theTerritory which relate to plans, brochures and instructions, or other means of expression having to do with the Clickscape system including photographs, diagrams and other visual presentations, or useful in connection with the commercialisation thereof, which licensor have, or hereafter acquires, the right to licence others.
D. "Payment" shall mean an amount paid by you to licensor via this website as payment with respect to the use of the Products and/or licence of the Clickscape system as selected by you.
Upon completion of the Payment Licensor hereby grants right and licence within and throughout the Territory:
A. To utilise the Clickscape System purchase, subject to the conditions as set out herein.
B. To use any and all Copyrights, if there are any, as an adjunct to the use of the Clickscape System, subject to the conditions as set out herein.
After the payment has been made licensor shall to the extent deemed necessary by them arrange for disclosure to you of any support information and/or service, if any, as required.
If during the term of this agreement, you develop any improvements, modifications or variations in the Subject Matter, you shall disclose this to licensor.
A. Licensor shall at their sole discretion and at their own expense during the term of this Agreement decide whether to maintain the rights granted in respect of the Intellectual Property Rights in the Territory.
B. You recognise Licensor´s title to the IntellectualProperty Rights and undertake not to impair such rights to the detriment ofLicensor.
C. If a third party successfully claims thatLicensors products or services breach that third party’s Intellectual PropertyRights, Licensor will be entitled to replace the products or the part in question, resupply the services free of charge or, at Licensor’s discretion, refund you the price of the products or services or a proportion of part of the price, but Licensor is not accountable to you in any other way. In particular, Licensor is not responsible for any defects or Intellectual Property Right claims arising from the purchase and use by you of the products or services. No indemnity or warranty is provided in relation to IntellectualProperty Rights and third-party claims.
You agree to indemnify, defend and hold licensor harmless for any and all claims for bodily injury including death, personal injury and damage to property of licensor and/or others, which arise from any cause concerning use by You of the Clickscape System.
The term of this agreement shall commence for each Clickscape System button upon the date of first use and shall terminate 28 days after the date of first use.
A. Licensor may terminate this agreement at any time by service of written notice to such effect on you. The notice period shall be at least 28 days.
B. Licensor may, in the event you become insolvent such that your liabilities exceed your assets or file a petition in bankruptcy, or commits an act of bankruptcy, or a receiver is appointed for you, or in the event you breach any material term or condition of this agreement and fail to correct the same within thirty days following written notice thereof by licensor, or once having been notified and having corrected such a breach repeats the same, licensor may then at their sole option declare the agreement terminated immediately. Further, in the event payment by you is not received by licensor, licensor may terminate this agreement at any time.
D. Consequences. Upon termination of this agreement you shall terminate all use of the Clickscape System, Clickscape Buttons, licences and database and use of Intellectual Property Rights,Copyrights, and Know-how relating thereto.
You confirm that you have, are and will abide by any regulatory requirements which may be in force in the territory in relation to the operation of your business.
You shall not assign or sub-licence this agreement without written permission of licensor except to a wholly owned subsidiary and on the express condition that the assignor guarantees the performance of its assignee hereto strictly in accordance with the terms and provisions hereof.
Licensor agrees to sell the number of CLICKSCAPE SYSTEM Buttons and Licences, Licences and/or Database that you have ordered via this website at the cost indicated at checkout on the webpage and once payment has been received by the Licensor.
Licensor agrees that you may use the CLICKSCAPE SYSTEM purchases for a single project using the Clickscape buttons and associated licences for the Term as herein defined.
1. The present Agreement relates solely to use by you of the Clickscape System buttons and licences which have been purchased for one single project and during the Term as defined. Permitted uses are any or any combination of research / marketing / advertising / analysis conducted in relation to a single project:
2. Licensor, upon delivery of the above agreed number of units of the Clickscape Buttons to you, permits you to distribute the Clickscape buttons to members of the public within the Territory, for use and transmission of data therefrom for use in the Clickscape System for a single project during the term of this agreement.
3. Licensor permits use of the Clickscape buttons by you and by members of the public to whom said buttons have been distributed, within the Territories defined below and for theTerm as defined.
4. Please see Licensor’s Contacts section for more information as to how to make contact with Licensor for further for further support and advice.
5. By placing an order and by clicking to accept these Conditions on our website, you agree to these conditions. If you do not agree to them you should not place any orders through Licensor’s website. The Conditions published on Licensor’s website at the time you place your order will apply to your order unless Licensor notifies you of a change to these Conditions before Licensor has accepted your order, or Licensor is obliged to make a change to these Conditions for example, as a result of changes to the law.
6. Our website allows you to buy products and licences and Licensor relies on you to check that you are eligible to buy the products and licences and that the Clickscape System meets your specific needs before you place any orders. By placing an order through Licensor’s website you are representing that you are legally capable of entering into binding contracts, that you are at least 18 years old, and if you are an individual placing an order on behalf of a business or an organisation you are authorised to place an order on their behalf.
7. Please note that the Conditions of this agreement will take priority over and exclude any other Terms and Conditions you try to impose.
8. Please note that Licensor is entitled to refuse to accept any order and if that happens Licensor will let you know as soon as possible. If, as a result of the purchase selection that you have made, further support is required from Licensor, then this will be notified to you and the system by which the further support will be provided will also be identified.
9. Licensor aims to fulfil your order within 14 working days or, if not, within a reasonable period following your order, unless there are exceptional circumstances. If Licensor cannot fulfil your order within a reasonable period, Licensor will inform you at the time you place the order by a note on the relevant webpage or by contacting you directly after you have placed your order. Time is not of the essence of the Contract which means Licensor will aim to fulfil your order within any agreed timescales but this is not an essential Term of the Contract and Licensor will not be liable to you if they do not do so.
10. If you need to speak to Licensor about your order, then please contact Licensor at the contact number and email address listed on the Contacts section of the website.
11. Ownership of the products and /or licences will only pass to you whenLicensor receives full payment of all sums due in respect of the products, including delivery charges. For any software or IP Rights a licence is provided only insomuch as required for you to use the Clickscape system for the Term of the agreement in relation to a single project Licensor does not transfer ownership of the software or otherIntellectual Property itself. You may only use the products and services in accordance with the Contract and you are not granted any other right or licence in relation to the Intellectual PropertyRights in the products or services
12. Licensor is not liable for any inaccuracy, errors or omissions in the information on their website, any loss or damage arising from the use of your credit or debit card on the website, any delay in providing or failing to supply the products or services, any loss of profits, loss of business, loss of anticipated savings, loss of sales or turnover, loss of or damage to reputation, loss of contract, loss of customers, loss of use of any software or data, loss of use of any computer or other equipment or plant, wasted management or other staff time (in each case whether direct or indirect), or any indirect, consequential loss or damage.
13. Licensor excludes all representations and warranties express or implied in relation to the products and services to the fullest extent permitted by law.
14. Please be aware that with the exception of credit card numbers and the information Licensor specifically request of you to enable Licensor to enter into a contract with you, Licensor does not wish to receive any information of confidential or proprietary nature from you through their website. If any such further information is sent by you it will be deemed not to be confidential in nature and you will have granted an irrevocable licence to use, display, modify, transmit or distribute such information in any manner Licensor decides.
15. Events which, are outside Licensor’s reasonable control such as acts of god, adverse weather conditions, strikes and industrial action and failure of Licensor’s suppliers are not the liability of the Licensor or responsibility for any failure to perform, or delay the performance of, any of obligations under our Contract that is caused by such events.
16. These Terms and any documents expressly referred to in them constitute the whole Agreement between you and Licensor and supersede any priorAgreement, understanding or arrangement relating to the Clickscape system. You and Licensor acknowledge that, in entering into a Contract, neither you or Licensor rely on any statement, representation, undertaking or promise of any person (representation) except as expressly stated herein. Both you and Licensor agree that the only rights and remedies available to you and as arising out of or in connection with any representation, will be for breach of contract as provided in these terms, although it is not limited to exclude any liability of fraud.
17. Any notice which is given under these Terms or Contract will be give neither by electronic communication or, if by you, by pre-paid recorded delivery, addressed to Licensor at the address as shown in their website and, if by Licensor, by first class post addressed to you at the address on your order.
18. If a Court or other competent authority rules that any of the Clauses of this agreement are void or unenforceable in whole or part, the other Clauses will still be valid.
19. A person who is not a party to this agreement will have no right in relation to the same under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
20. If you are a consumer your statutory rights are not affected by theClauses of this agreement..
21. This contract will be judged and interpreted in all aspects in accordance with the English Law and the English Courts will have exclusive jurisdiction to settle any claims or proceedings relating to this agreement.
GDPR - In order to maintain functionality of the Clickscape system, the licensor will capture certain data from Clickscape system end users. This data will solely be used for the purpose of maintaining Clickscape system functionality. For further information regarding the types of data that the licensor will collect from Clickscape system end users for this purpose and how this data is processed by the licensor, please refer to Clickscape system’s privacy notice, available on request.
By entering into this agreement, you confirm that you are acting as a Data Controller by determining the purpose and means of processing data captured via Clickscape system. As such, you are therefore agreeing to adhere to all responsibilities and accept all liabilities as a Data Controller under the GDPR and DPA 2018.
Furthermore, you specifically agree to accept responsibility as the Data Controller to ensure that end users of Clickscape system are aware of the requirement for the licensor to capture the aforementioned data for the purpose of maintaining Clickscape system functionality and that the lawful basis for processing such data has been identified and where necessary, adequate informed consent has been sought and obtained from Clickscape system end users.
