Terms & Conditions
Terms of Subscription
1.1 These terms and conditions of subscription (“terms”) govern your use of the services (“Services”) provided by MIDiA Research Ltd, a company registered in England and Wales under number 08981722 and whose registered office is at 89 Worship St, London EC2A 2BF (“we”, “us”, “our”), via our website accessible at www.midiaresearch.com (“Website”). Our VAT number is (GB 08981722). Information about the Services we offer is available here.
1.2 Please read these terms carefully and click on the button marked “I Accept” at the end of these terms if you accept them. If you refuse to accept these terms, you will not be able to order any Services from our Website.
1.3 Note the disclaimer in clause 8 and the limitation on liability in clause 9.
2 Ordering the Services
2.1 You can request to subscribe to one or more of the Services, and manage your subscription, via our Website (“Request”). The steps to follow to make a Request are set out on our Website.
2.2 You acknowledge that it is your sole responsibility to determine that the Services that you Request meet your requirements. We give no warranties to that effect.
2.3 A legally binding agreement will be formed between you and us on our acceptance of your Request.
2.4 Our confirmation of your Request is subject to:
(a) you paying the applicable subscription fee (“Subscription Fee”) and our receiving that amount in cleared funds; and
(b) our acceptance of that Request by sending you a confirmation email informing you that we have accepted your Request and that your payment of the Subscription Fee has been received.
2.5 Once we have accepted your Request, you and any Authorised Users (as defined below) can use the relevant Service in accordance with clause 3 during the period of twelve (12) calendar months (“Initial Period”) beginning on the date of such acceptance.
2.6 The Initial Period may be extended by a further period of twelve (12) calendar months by you giving us advance written notice of the same on or before the expiry of the Initial Period in accordance with clause 13.
2.7 The Initial Period including and any extension to the Initial Period in accordance with clause 2.6 (together, “Subscription Period”) are subject to termination in accordance with these terms.
2.8 During the Subscription Period, you may make a Request to add or remove one or more Services to your subscription for the remainder of the Subscription Period, in accordance with this clause 2 and subject to payment of any additional Subscription Fees. Subscription Fees will not be refunded as a result of a Request made under this clause 2.8.
3.1 The access granted under clause 2.5 (“access”) starts when you agree to these terms and ends when the Subscription Period expires.
3.2 The access is personal to you, and does not extend to any other person (including without limitation other members of your organisation), unless you have subscribed for a specific multiple user access Service which we may offer from time to time.
3.3 You may not authorise any third party to access and/or use any of the Services on your behalf except where we have given our prior written consent and we have provided a mechanism for certain third parties to access any of the Services on your behalf as part of your subscription to a specific multiple user access Service which we may offer from time (“Authorised Users”).
3.4 You (and, if applicable, any Authorised Users) may, during the Subscription Period:
(a) search, view, copy, download and print out information, data, software or other materials which you access or receive as part of the Service (“Materials”) [for your own lawful use in the normal course of business, in accordance with our citation policy];
(b) if included within the Service for which you are subscribed, submit email or telephone research inquiries to us.
4 Intellectual Property
4.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Website, Services and the Materials.
4.2 We expressly reserve all rights in and to the Website domain name and all related domains and sub-domains, the name “MIDiA”, our logos, service marks, trading names and/or trade marks. Other trade marks, products and company names mentioned on the Website may be trademarks of their respective owners or licensors and the rights in such marks are reserved to their respective owners or licensors.
4.3 Except as expressly provided in these terms, nothing shall be construed to grant to you or any user any right, title or interest in or to the Services, Materials and any other content published on the Website or made available to you.
5 Price and Payment
5.1 The Subscription Fees applicable to our Services and all of the options available in relation to those Services are set out on our Website.
5.2 Prices are liable to change at any time (although we will endeavour to give you reasonable notice) but no change will be implemented in respect of any period for which you have already paid a Subscription Fee. Subscription Fees exclude all taxes (including VAT, which will be added at the appropriate rate). You are responsible to pay such charges.
5.3 We shall invoice you annually in advance in respect of the Subscription Fee. Each invoice is due and payable thirty (30) days after the invoice date.
5.4 If we run a particular special offer so that there is a specific introductory time, length and price (including at no charge) for the Services we provide you (rather than the normal monthly Subscription), that price will remain in force for that time. After the offer period ends, your use of the Services will be charged at our then current prices in force for the options you have subscribed to.
5.5 Other than as expressly stated in these terms, all payments to us are non-refundable.
5.6 Failure to pay any amount of your Subscription Fee when due shall be a material breach of these terms which shall entitle us to terminate the Subscription Period pursuant to clause 11.1). This, in turn, will affect your access to the Services. If we terminate the Subscription Period under these terms for your material breach, we will require you to pay, without delay, all fees and costs accruing before the termination and any other amounts you owe us under these terms (including without limitation such amount of unpaid Subscription Fee).
5.7 If you fail to pay any amount payable by you under these terms, we may charge you interest on the overdue amount, payable by you forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of [Barclays Bank plc].
6 Your Obligations
6.1 You will ensure that nobody accesses the Service using your account, and will not do anything that would assist anyone to gain unauthorised access to the Service or any Materials (as defined below).
6.2 You are responsible for configuring your information technology, computer programmes and platform in order to access the Service, including without limitation ensuring that you have compatible hardware and software and an appropriate internet connection to access the Service. Notwithstanding clause 7.2 below, you should use your own virus protection software.
6.3 You will provide true, accurate, current and complete information about yourself when submitting a Request.
6.4 You shall not, and shall procure that any Authorised Users shall not:
(a) submit, distribute or transmit any virus or any material that is unlawful or facilitates and/or promotes illegal activities;
(b) during the Subscription Period and for twelve (12) months thereafter build a product or service which competes with the Service;
(c) use the Service to provide services to third parties, including the provision of Materials to third parties; and/or
(d) attempt to obtain, or assist third parties in obtaining unauthorised access to the Service.
6.5 You are responsible for ensuring that each Authorised User has accepted and complies with these terms (including without limitation the Online Terms) and you shall be liable for the acts and omissions of the Authorised Users’ access and use of the Service as though they were your acts or omissions.
6.6 You hereby indemnify us in full on demand against all costs, claims, demands, actions, proceedings, losses, fees and expenses (including without limitation court costs and reasonable legal fees) arising out of or in connection with your or any Authorised Users’ unauthorised or unlawful use of the Service, including without limitation in respect of any breach of these terms. This indemnity shall extend, without limitation, to any claim that materials supplied by you or on your behalf to us infringe a third party’s intellectual property rights, or as a consequence of any infringement by you or any Authorised User of any intellectual property rights in the Materials.
7 Our Obligations
7.1 Subject to the remainder of the provisions of this clause, we warrant that during the Subscription Period we will provide the Service which you are subscribed to with reasonable care and skill in accordance with these terms, and that the Service will substantially conform to the description of it contained on the Website.
7.2 We will take reasonable steps to ensure that documents, software and data files we supply to you as part of the Service are virus-free.
7.3 We cannot and do not warrant that the Service will be uninterrupted, error-free or entirely secure (although we will effect and maintain the security measures to safeguard Customer Data described below).
7.4 We will reimburse your Subscription Fee pro-rata if all or any significant part of the Service is discontinued by us except:
(a) as a result of termination of these terms pursuant to sub-clauses 11.1 or 11.2;m or
(b) in relation to an event of force majeure
8.1 Clause 7 above sets forth the full extent of our obligations and liabilities in respect of these terms. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in these terms. Any condition, warranty representation or other term concerning our performance of our obligations hereunder which might otherwise be implied into or incorporated in these terms, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded. You should note in particular:
(a) you are entirely responsible for deciding which Services best suit your requirements and we accept no liability for any use to which you put any of the Service;
(b) the Service is not intended to constitute legal, financial or business advice in any specific situation;
(c) the Service includes archived and/or historic information, data and resources, which may be incorrect or out of date;
(d) the Service and our means of delivering it may be incompatible with your software or computer configuration;
(e) we may change or withdraw part or all of any Service at our discretion, subject to clause 7.4;
(f) the Materials and the Service are made available to you only and should not be relied upon by any third party;
(g) you are entirely responsible for deciding which Services best suit your requirements and we accept no liability for any use to which you put any of the Services.
9.1 Subject to clauses 9.2 and 9.3, our maximum aggregate liability under or in connection with these terms, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the fees payable to us hereunder.
9.2 Nothing in this Agreement shall exclude or in any way limit our liability for fraud, or for death or personal injury caused by our negligence, or any other liability to the extent the same may not be excluded or limited as a matter of law.
9.3 Subject to clause 9.2, we shall not be liable to you for any loss of income or profits, loss of contracts or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
10 Force Majeure
In these terms, a “Force Majeure Event” means any act, event, non-happening, omission or accident beyond our reasonable control:-
(i) strikes, lock-outs or other industrial action;
(ii) civil commotion, riot, invasion, war (whether declared or not) or threat of or preparation for war;
(iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(iv) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(v) compliance with any law or governmental order, rule, regulation or direction;
(vi) breakdown of plant or machinery;
(vii) default of suppliers or sub-contractors;
10.1 We shall not be liable for any delay in performing or for failure to perform our obligations under these terms to the extent that and for so long as the delay or failure results from a Force Majeure Event provided that:
(a) the Force Majeure Event arises without our fault or negligence;
(b) we notify you within five Business Days of becoming aware of such Force Majeure Event, of the nature of the Force Majeure Event and the manner and extent to which our obligations are likely to be prevented or delayed.
3.1 If a Force Majeure Event occurs, the dates for performance of the obligations affected shall, subject to clause 10.2, be postponed for so long as is made necessary by the Force Majeure Event. Each party shall use all reasonable endeavours to minimise the effects of any Force Majeure Event.
10.2 If any Force Majeure Event continues for a period of or exceeding 30 days, either party shall have the right to terminate the Subscription Period forthwith on written notice to the other party.
11.1 We reserve the right the right to terminate the Subscription Period without any liability to you in the event of any breach of these terms.
11.2 In the event that an Authorised User is in breach of these terms, or the Online Terms, then without prejudice to our other rights and remedies, we reserve the right to terminate your access to the Services, and access by all Authorised Users.
11.3 If we are in material breach of these terms as a result of circumstances within our control, and we fail to remedy such breach within the period of twenty working days after we have received written notice specifying details of the breach from you, you may terminate the Subscription Period without any liability to us.
11.4 On termination of the Subscription Period in relation to any Service and subject to sub-clause 11.5, you will take reasonable steps to delete any Materials in connection with that Service, including without limitation from your intranet and electronic storage devices and any other electronic media.
11.5 You are not required to delete any part of the Materials which has indistinguishably merged into your know-how.
12 Data Protection
12.1 If we process any personal data (as defined in the EC Directive on the protection of individuals with regard to the processing of personal data and on the free movement of such data (94/46/EC) and the local laws and regulations in the United Kingdom giving effect to this Directive) on your behalf when performing our obligations under these terms, we and you agree that it is our intention that you shall be the data controller and we shall be the data processor of such personal data and in any such case:
(a) you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully process the personal data (including without limitation on servers outside the EEA) in accordance with these terms on your behalf;
(b) we shall process the personal data only in accordance with these terms and any lawful instructions reasonably given by you from time to time; and
(c) we shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
13.1 Any notice under these terms must be in writing and must be delivered by hand or sent by pre-paid first-class post or recorded delivery or registered post or by fax or by email to you at the address you submit as part of your Request or to us at the address at the head of these terms; or to such other address as may have been notified by a party for such purposes.
13.2 A notice delivered by hand will be deemed to have been received when delivered (or if delivery is not between 9am and 5pm on a day other than Saturday or Sunday or any bank holiday (“Business Days”), at 9am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery or registered post will be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax will be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
14.1 You may not assign this agreement without our consent in writing.
14.2 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
14.3 If we fail, at any time to insist upon strict performance of any of your obligations under these terms, or if we fail to exercise any of our rights or remedies under these terms, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
14.4 A waiver by us of any default shall not constitute a waiver of any subsequent default, and no waiver by us of any of these terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
14.5 Each party undertakes that it will not divulge or communicate to any person, except as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party which may have come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
14.6 If any provision (or part of a provision) of these terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
14.7 The relationship between you and us is that of independent contractors dealing at arm’s length, and nothing in these terms shall constitute us and you as partners, joint venturers or co-owners, or that either us or you is an agent, employee or representative of the other party. Nothing in these terms empowers either us or you to act for, bind, or create or assume any obligation on behalf of the other party, and we nor you shall hold itself out as having authority to do the same.
14.8 This agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
14.9 The validity, construction and performance of these terms shall be governed by the laws of England and Wales, and each party hereby irrevocably submits to the exclusive jurisdiction of the courts of England and Wales for the resolution of any claim or matter arising under or in connection with these terms.
This subscription service (“Service”) is provided by MIDiA Research Ltd, a company registered in England and Wales under number 08981722 and whose registered office is at 189 Worship St, London EC2A 2BF.
a. You shall comply with any instructions regarding the use of the Service and any materials supplied as part of the Service (“Materials”) from time to time.
b. You shall keep confidential and not disclose to any other person the password used by you to access the Service, and you agree to take all reasonable steps to prevent others from using your username and password.
c. You shall not permit any other person to access or use the Service.
d. You shall immediately notify us if you become aware of or suspect that your password has become known to any other person or if you become aware of or suspect any unauthorised use of or access to the Service.
e. You shall not violate the security of the Service nor corrupt or interfere with the operation of the Service nor expose it to any viruses, worms or any other computer code, files or programmes which might interrupt, limit or interfere with the functionality of any computer software or hardware or telecommunications equipment.
f. You agree not to submit, distribute or transmit any virus or any material that is unlawful or facilitates and/or promotes illegal activities using the Service or in connection with the Materials.
g. You acknowledge that the Service and the Materials are the proprietary and confidential property of us and our licensors.
h. We reserve the right to monitor your use of the Service for the purpose of ensuring compliance with these terms or other legitimate purposes.
i. You shall immediately discontinue use of the Service on notice from us or your employer.
j. We may modify these terms from time to time by notice to you. Notice may be given by way of the log-on screen for the Service. You shall be deemed to have accepted such modifications by continuing to access and/or use the Service and/or by clicking any on-screen “I accept” or similar button.
k. The validity, construction and performance of these terms shall be governed by the laws of England and Wales, and you hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any claim or matter arising under or in connection with these terms.