Thank you for your order from Midia Research. Here are our terms and conditions:
1. DEFINITIONS
Application Fee: means the fee for the Services set out in the Application Form;
Application form: means the order form from Midia Research detailing the Services supplied to the Company including any PDF reports, report data and any report charts.
Artificial Intelligence System: means a machine-based system that is designed to operate with varying levels of autonomy and that can, for explicit or implicit objectives, generate outputs such as predictions, recommendations, or decisions that influence physical or virtual environments; Artificial Intelligent Materials: means any materials that are created by the Company using an Artificial Intelligence System.
Company: means any entity which purchases a product or service from Midia Research
Event of Force Majeure: means any cause or event outside the control of the parties (including but not limited to fire casualty accident riot or war act of God strike lock-out labour conditions judicial order or enactment or incapacity or death of a key person, pandemic or epidemic);
Intellectual Property Rights: means all patents, rights to inventions, utility models, performers' rights, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Products: means all products supplied by Midia Research, detailed in the Application Form, including without limitation the supply of all reports, data and other assets.
FEE
2.1 Midia Research shall deliver the Products set out in the Application Form for the Application Fee.
2.2 For the avoidance of doubt, if Company should request any changes to the Products (not due to any breach of this Agreement by Midia Research), additional costs for such changes shall be pre-agreed in writing in good faith by the parties and if such costs are agreed, then they shall be paid by Company to Midia Research within 30 days of delivery of the relevant additional items.
3. INSURANCE
3.1 Midia Research shall effect and maintain with reputable insurance underwriters or companies industry standard insurance against all normal insurable risks related to the provision of the Services and in providing any Products
4. WARRANTIES
4.1 Midia Research hereby warrants, represents and undertakes in respect of its provision of the Services and the Products relating thereto that:
(a) it will pay all sums due to any person in respect of services or facilities rendered or goods supplied or rights granted in connection with the delivery of the Services or Products delivered;
(b) Midia Research has the right to enter into and fully perform all obligations under this Agreement and grant all rights granted and assigned herein;
(c) Midia Research shall ensure that the Products shall: (a) correspond with any applicable statement in the Application Form; (b) be of satisfactory quality and fit for purpose; (c) be free from defects; and (d) comply with all applicable English statutory and regulatory requirements relating to the goods.
4.2 Company warrants it has the right to enter into and fully perform all obligations under this Agreement and grant all rights granted herein.
5. LIMITATION OF LIABILITY
5.1 Neither party shall be liable to the other party for any direct loss of profits or for any consequential, indirect or incidental losses, including without limitation indirect loss of profits and/or goodwill, arising out of this Agreement (whether in contract, tort (including negligence) or for breach of statutory duty or in any other way).
5.2 Nothing in this Agreement is intended to exclude or limit either party's liability (a) for death or personal injury caused by its negligence or willful misconduct; (b) fraud or (c) for any other matter to the extent it would be unlawful to exclude or limit liability.
5.3 Midia Research's liability to Company arising under and in connection with this Agreement shall not exceed the value of the total Application Fee.
6. CONFIDENTIALITY
6.1 Each of the parties acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it shall receive or otherwise become aware of information relating to the other party, its Company's, customers, research analysis, businesses, business plans or affairs, and in the case of Midia Research, the Products, which information is proprietary and confidential to the other party (“Confidential Information”).
6.2 Each of the parties undertakes to maintain the confidentiality of the other party's Confidential Information at all times and to keep the other party's Confidential Information secure and protected against theft, damage, loss or unauthorised access. Any use of Midia Research IP in a manner not expressly authorized by this Agreement (including, without limitation, unauthorized access to any user accounts, and use in any Artificial Intelligence System) may constitute copyright infringement, entitling Midia Research to exercise all rights and remedies available to it under copyright laws around the world.
6.3 Neither party shall at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the other party, use, disclose, exploit, copy or modify any of the other party's Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the exercise of its rights and/or the performance of its obligations hereunder or disclosure to staff who need to know, or professional advisers. The foregoing shall not apply to any Confidential Information which is in the public domain, disclosed to a party by a third party other than by reason of breach of this clause 7, or is otherwise independently developed by a party (subject to valid proof of the same) or (provided the parties shall first notify each other before disclosure) which is required to be disclosed as a matter of law or regulation or to a court or government body.
6.4 Company shall be prohibited from using any of the Products in any Artificial Intelligence System that would produce Artificial Intelligence Materials that derive from any assets (physical and digital) that have been provided by Midia Research under the Application Form.
6.5 Company is required to clearly and unequivocally cite Midia Research either by name or by permitted citation use of the Midia Research logo in all external or internal distribution of purchased products. Usage of purchased products and services is restricted to immediate purchasers and associated team members unless otherwise agreed in advance with Midia Research.
7. MISCELLANEOUS
7.1 This Agreement sets out the entire understanding of the parties with respect to the subject matter hereof and supersedes any emails or other agreements of the parties in relation to the Services prior to the date hereof and the parties agree that they have not relied on any representations or warranties other than those contained herein (provided this shall not exclude liability for fraud or fraudulent misrepresentation).
7.2 Each party shall upon request of the other and at the cost of requesting party execute and deliver all such further documents as the other shall reasonably request to confirm and evidence the intent and purposes of this Agreement.
7.3 No alteration, modification or waiver of any of the terms of this Agreement shall be binding unless in writing signed by a duly authorised representative on behalf of each party to this Agreement. No waiver of any default or breach of this Agreement by either party shall be deemed a continuing waiver or a waiver of any breach or default.
7.4 If any provision of this Agreement shall be prohibited by or adjudged by a court to be unlawful, void or unenforceable, such provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances or the validity or enforcement of this Agreement.
7.5 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (the “Act") or otherwise to enforce any term of this Agreement.
7.6 The parties shall comply with the Bribery Act 2010 (as amended) and all applicable anti- bribery and corruption laws and regulations.
9.7 The parties shall hold all personal data and sensitive personal data obtained during the carrying out of their obligations under this Agreement securely on file and agree to comply with the Data Protection Act 2018 (and all applicable industry guidance related to data protection).
9.8 Any terms of this Agreement which by their nature are meant to survive the termination of this Agreement shall survive the termination of this Agreement and this includes without limitation all warranties given hereunder.
9.9 Neither Company nor Midia Research shall have the right to assign this Agreement without the prior written consent of the other, not to be unreasonably withheld or delayed. 9.10 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute arising hereunder.