Terms and Conditions

UBM Information LTD

(formerly The Route Development Group Limited)

The below details the terms on which you may make use of our website, www.routesonline.com (the "Website"), whether as a guest or a registered user.  For simplicity they have been split into nine parts:

  • Part A: General Terms of Use
  • Part B: Privacy Policy
  • Part C: Acceptable Use Policy
  • Part D: Miscellaneous Provisions
  • Part E: Profile Policy
  • Part F: Library & Routes TV
  • Part G: Advertising
  • Part H: Recruitment Section
  • Part I: Employment Advertising
  • Part J: Route Exchange

Please read these terms and conditions carefully before you start to use the Website.  By using the whole or any part of our Website, you indicate that you accept these Website Terms and Conditions of Use and that you agree to abide by them.  If you do not agree to these terms and conditions of use, please refrain from using our Website.

Parts of our Website (and the services and facilities accessible through them) have their own terms and conditions which apply in addition to these Website Terms and Conditions of Use. By using those services and facilities you accept and agree to abide by these Website Terms and Conditions of Use and the additional terms and conditions. If you do not agree to all such terms and conditions of use, please refrain from using the relevant service or facility.

Part A: General Terms of Use

1 Information about us

1.1 www.routesonline.com is a website operated by UBM Information LTD and its subsidiaries ("we", "us", "our").  We are registered in England and Wales under company number 05405462 and have our registered office at Ludgate House, 245 Blackfriars Road, London SE1 9UY, United Kingdom. Our VAT number is GB849767653.

1.2 We are regulated by UBM Information LTD, registered office Ludgate House, 245 Blackfriars Road, London SE1 9UY, United Kingdom and place of business 113-115 Portland Street, Manchester, M1 6DW, United Kingdom.

1.3 We are a limited company.

2 Accessing the Website

2.1 Access to the Website is permitted on a temporary basis, and we reserve the right to withdraw, suspend or amend any part of the Website and/or any service we provide on the Website without notice and without liability.  We will not be liable if for any reason the Website is unavailable at any time or for any period.

2.2 From time to time, we may restrict access to some parts of the Website, or the entire Website, to users who have registered with us, or a subset of users.

2.3 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of the Website Terms and Conditions of Use.

2.4 When using the Website, you must comply with the provisions of our Acceptable Use Policy in Part C, with the provisions of any other applicable part of these Website Terms and Conditions and with the provisions of any other terms and conditions for the particular service or facility you use.

2.5 You are responsible (at your own cost) for making all arrangements necessary for you to have access to the Website, to protect your own computer systems and to comply with the various terms and conditions that govern the Website's use.  You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of our Website Terms and Conditions of Use, and that they comply with them. 

3 Intellectual property rights

3.1 We are the owner or the licensee of all intellectual property rights in the Website, and in the material published on it.  Those works are protected by copyright laws and treaties around the world.  All such rights are reserved.

3.2 Subject to clause 3.3, you may print off one copy, and may download extracts, of any page(s) from the Website for your personal reference and you may draw the attention of others within your organisation to material posted on the Website.

3.3 Access to some materials on our Website is limited to users who have registered with us, or to a subset of users. You are not permitted to access print-off, download or copy those materials unless you have registered with us or are part of the applicable sub-set of users. You must comply with any applicable additional terms and conditions that apply to such materials and your access to and use of them.    

3.4 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text, audio, video or pictorial item.

3.5 Our status (and that of any identified contributors) as the authors of material on the Website must always be acknowledged.

3.6 You must not use any part of the materials on the Website for commercial purposes without obtaining a licence to do so from us or our licensors.

3.7 If you print off, copy or download any part of the Website in breach of these terms of use, your right to use the Website will cease immediately and without liability on our part and you must, at our option, return or destroy any copies of the materials you have made.

3.8 No part of the Website may be reproduced, transmitted to or stored on any other website with our express written consent.

4 Reliance on information posted

Commentary and other materials posted on the Website are not intended to amount to advice on which reliance should be placed.  We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to the Website, or by anyone who may be informed of any of its contents.  No warranty is provided relating to the accuracy or completeness of any information posted on the Website.

5 The Website changes regularly

We aim to update the Website regularly, and may change the content at any time.  If the need arises, we may suspend access to the Website, or close it indefinitely.  Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

6 Information about you and your visits to the Website

We will process information about you in accordance with our Privacy Policy as set out in Part B.  By using the Website, you consent to such processing and you warrant that all data provided by you is accurate.

7 Uploading material to the Website

7.1 Whenever you make use of a feature that allows you to upload material to the Website, or to make contact with other users of the Website, you must comply with the content standards set out in our Acceptable Use Policy as set out in Part C as well as any other applicable terms and conditions.  You warrant that any such contribution does comply with those standards, and you indemnify us if respect of any loss, damage, liability, cost and expense that we may suffer or incur as a result of any failure to comply with those standards. 

7.2 All material you upload to the Website will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to the Website constitutes a violation of their intellectual property rights, or of their right to privacy.

7.3 We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of the Website.

7.4 We have the right to remove any material or posting you make on the Website for any reason whatsoever if, in our opinion, such material may not comply with the content standards set out in our Acceptable Use Policy as set out in Part C.

8 Viruses, hacking and other offences

8.1 You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is either malicious or technologically harmful.  You must not attempt to gain unauthorised access to the whole or any part of the Website, the server on which the Website is stored or any server, computer or database connected to the Website.  You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.

8.2 By breaching clause 8.1, you may commit a criminal offence under the Computer Misuse Act 1990.  We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.  In the event of such a breach, your right to use the Website will cease immediately.

8.3 We will not be liable for any loss, liability, cost or damage caused by a distributed denial-of-service attack, virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any material posted on it, or on any website linked to it.

9 Linking to the Website

9.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

9.2 You must not establish a link from any website that is not owned by you.

9.3 The Website must not be framed on any other site, nor may you create a link to any part of the Website other than the home page. We reserve the right to withdraw linking permission without notice.  The website from which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy as set out in Part C.

If you wish to make any use of material on the Website other than that set out above, please address your request to james.bland@routesonline.com.

10 Links from the Website

10.1 Where the Website contains links to other sites and resources provided by third parties, these links are provided for your information only.  We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. 

10.2 Where the Website displays or provides links to advertising materials or profiles of a third party, the content of those materials are the responsibility and liability of the relevant third party.  We have no control over the contents of those materials, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

11 Corporate Subscribers

If you are a company, partnership or other legal entity, you are responsible and liable for the compliance by your employees, agents, consultants, directors and other representatives' compliance with these Website Terms and Conditions of Use and with all other terms and conditions that may apply.

12 Breach of the General Terms of Use

Failure to comply with the General Terms of Use constitutes a material breach of the Website Terms and Conditions of Use.

Part B: Privacy Policy

1 For the purpose of the Data Protection Act 1998 (the Act), the data protection officer is Graham Mockett, UBM Information LTD, registered address Ludgate House, 245 Blackfriars Road, London SE1 9UY, United Kingdom

2 Our nominated representative for the purpose of the Act is Graham Mockett.

3 Information we may collect from you

3.1 We may collect and process the following data about you:

3.1.1 Information that you provide by filling in forms on the Website. This includes information provided at the time of registering to use the Website, subscribing to one or more of our services, posting material or requesting further services.  We may also ask you for information, when you enter or participate in a poll, competition or promotion, and when you report a problem with the Website.

3.1.2 If you contact us, we may keep a record of that correspondence.

3.1.3 We may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them.

3.1.4 Details of your visits to the Website including, but not limited to, traffic data, location data, the resources you access, your postings on message boards, weblogs and other communication data, whether this is required for our own billing purposes or otherwise.

3.1.5 If you attend conferences, seminars or other events that we or any of our associated companies arrange or sponsor, you may be videoed at the event and may also be asked to participate in interviews or give soundbites.  By attending the event or giving the interview or soundbite, you consent to us processing your personal data that we collect in this way.

4 IP addresses and cookies

4.1 We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers.  This is anonymous statistical data about our users' browsing actions and patterns, and does not identify any individual.

4.2 For the same reason, we may obtain information about your general internet usage by using a cookie file which is stored on the hard drive of your computer.  Cookies contain information that is transferred to your computer's hard drive.  They help us to improve the Website and to deliver a better and more personalised service. They enable us:

4.2.1 To estimate our audience size and usage pattern.

4.2.2 To store information about your preferences, and so allow us to customise the Website according to your individual interests.

4.2.3 To speed up your searches.

4.2.4 To recognise you when you return to the Website.

4.3 You may refuse to accept cookies by activating the setting on your browser which allows you to refuse the setting of cookies.  However, if you select this setting you may be unable to access certain parts of the Website.  Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you log on to the Website.

4.4 Please note that our advertisers and operators of sites that are accessible via the Website may also use cookies, over which we have no control.

5 Where we store your personal data

5.1 The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area ("EEA").  It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers.  By submitting your personal data, you agree to this transfer, storing and processing.  We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy.

5.2 All information you provide to us is stored on our secure servers. Any payment transactions will be encrypted using SSL technology. Where we have given you (or where you have chosen) a password or user name which enables you to access certain parts of the Website, you are responsible for keeping this password or user name confidential. You are not permitted to share a password or user name with anyone.

5.3 Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to the Website; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

6 Uses made of the information

6.1 We use information held about you in the following ways:

6.1.1 To ensure that content from the Website is presented in the most effective manner for you and for your computer.

6.1.2 To provide you with information, products or services that you request from us (and which we feel may interest you, where you have consented to be contacted for such purposes).

6.1.3 To carry out our obligations arising from any contracts entered into between you and us.

6.1.4 To allow you to participate in interactive features of our service, when you choose to do so.

6.1.5 To notify you about changes to our service.

6.1.6 In the case of video, audio and pictures taken at events, we use such items to promote our and/our business associates' goods and services including, amongst other ways, on the Website.

6.2 We may also use your data, or permit selected third parties to use your data, to provide you with information about goods and services which may be of interest to you and we or they may contact you about these by post or telephone.

6.3 If you are an existing customer, we will only contact you by electronic means (including but not limited to email) with information about goods and services similar to those which were the subject of a previous sale to you.

6.4 If you are a new customer, and where we permit selected third parties to use your data, we (or they) will contact you by electronic means (including but not limited to email) only if you have consented to this.

6.5 If you do not want us to use your data in this way, or to pass your details on to third parties for marketing purposes, please tick the relevant box situated on the form or forms on which we collect your personal data.

6.6 Except under clause 6.7, we do not disclose information about identifiable individuals to our advertisers or other subscribers, but we may provide them with aggregate information about our users (for example, we may inform them that 500 men aged under 30 have clicked on their advertisement or profile on any given day). We may also use such aggregate information to help advertisers and other subscribers reach the kind of audience they want to target (for example, women in based in the UK). We may make use of the personal data we have collected from you to enable us to comply with our advertisers' and subscribers' wishes by displaying their advertisement to that target audience.

6.7 Video, audio and pictures taken at events may be published on this Website and be accessible to the other subscribers and/or the public.

7 Disclosure of your information

7.1 We may disclose your personal information to any member of our group, (which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006).

7.2 We may disclose your personal information to third parties:

7.2.1 In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.

7.2.2 If any member(s) of our group or substantially all of the assets of a member of our group are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.

7.2.3 If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our Terms of Use as set out in Part A or other agreements and terms and conditions; or to protect the rights, property, or safety of our customers, ourselves or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

7.2.4 In the case of audio, video and pictures taken at events, we may disclose your personal data to the users of and subscribers to our Website.

8 Your rights

8.1 You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the form(s) we use to collect your data.  You can also exercise the right at any time by contacting us at james.bland@routesonline.com

8.2 The Website may, from time to time, contain links to and from the websites of our partner networks, subscribers, profile-holders, advertisers and affiliates.  If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies or for any third party processing of personal data.  Please check these policies before you submit any personal data to these websites.

9 Access to information

The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request will be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

10 Any other questions?

If you have any questions or complaints about the ways in which we process your personal data, you should contact our nominated representative. 

Part C: Acceptable Use Policy

1 Prohibited uses

1.1 You may use the Website only for lawful purposes.  You may not use the Website or any of the services or facilities accessible through it:

1.1.1 In any way that breaches any applicable local, national or international law or regulation.

1.1.2 In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.

1.1.3 To send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content Standards as set out in clause 3.

1.1.4 To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

1.1.5 To knowingly transmit any data, or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

1.2 You also agree:

1.2.1 Not to reproduce, duplicate, copy, download or re-sell any part of the Website in contravention of the provisions of our General Terms of Use as set out in Part A.

1.2.2 Not to access without authority, interfere with, damage or disrupt:

(a) any part of the Website;

(b) any equipment or network on which the Website is stored;

(c) any software used in the provision of the Website; or

(d) any equipment or network or software owned or used by any third party.

2 Interactive services

2.1 We may from time to time provide interactive services on the Website, including, without limitation messaging facilities, chat rooms and bulletin boards.

2.2 Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

2.3 We will do our best to assess any possible risks for users from third parties when they use any interactive service provided on the Website, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on the Website, and we expressly exclude our liability for any loss or damage arising from the content of any interactive services and the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

2.4 Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

2.5 If you use interactive services, it is your responsibility to comply with this Acceptable Use Policy and any applicable additional terms and conditions.

3 Content Standards

3.1 These content standards apply to any and all material which you contribute to the Website ("Contributions"), and to any interactive services associated with it.  Contributions shall, without limitation, include advertisements and materials submitted for inclusion in library and/or media centre facilities.

3.2 You must comply with the spirit of the following standards as well as the strict provisions detailed below. The Content Standards apply to each part of any Contribution as well as to its whole.

3.3 Contributions must:

3.3.1 Be accurate (where they state facts).

3.3.2 Be genuinely held (where they state opinions).

3.3.3 Comply with applicable law in the UK and in any country from which they are posted.

3.4 Contributions must not:

3.4.1 Contain any material which is defamatory of any person.

3.4.2 Contain any material which is obscene, offensive, hateful or inflammatory.

3.4.3 Contain sexually explicit material.

3.4.4 Promote violence.

3.4.5 Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

3.4.6 Infringe any copyright, database right, trade mark or any other intellectual property right of any other person.

3.4.7 Be likely to deceive any person.

3.4.8 Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

3.4.9 Promote any illegal activity.

3.4.10 Be threatening, abusive or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.

3.4.11 Be likely to harass, upset, embarrass, alarm or annoy any other person.

3.4.12 Be used to impersonate any person, or to misrepresent your or anyone else's identity or affiliation with any person.

3.4.13 Give the impression that they emanate from us or any other person, if this is not the case.

3.4.14 Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

4 Breach of the Acceptable Use Policy

4.1 We will determine, in our discretion, whether there has been a breach of this Acceptable Use Policy through your use of the Website.  When a breach of this policy has occurred, we may take such action as we deem appropriate. 

4.2 Failure to comply with this Acceptable Use Policy constitutes a material breach of the Website Terms and Conditions of Use.  For the effect of this see Miscellaneous Provisions as set out in Part D.

4.3 We exclude liability for actions taken in response to breaches of this Acceptable Use Policy. 

Part D: Miscellaneous Provisions

1 Jurisdiction and applicable law

1.1 The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to the Website although we retain the right to bring proceedings against you for breach of these conditions or for any other matter in your country of residence or any other relevant country.  The Website Terms and Conditions of Use are governed and should be construed in accordance with English law.

2 User to user dealings

2.1 You assume all the risks associated with dealing with other users with whom you come into contact with through the Website.

2.2 Because user authentication on the Internet is difficult, we cannot and do not confirm that each user is who they claim to be.  Because we do not and cannot be involved in user to user dealings or control the behaviour of participants on the Website, in the event that you have a dispute with one or more users, you release us (and our agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

3 Our liability

3.1 The material displayed on the Website is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:

3.1.1 All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

3.1.2 Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with the Website or in connection with the use, inability to use, or results of the use of the Website, any websites linked to it and any materials posted on it, including, without limitation any liability for:

(a) loss of income or revenue;

(b) loss of business;

(c) loss of profits or contracts;

(d) loss of anticipated savings;

(e) loss of data;

(f) loss of goodwill;

(g) wasted management or office time; and

(h) for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

3.1.3 This does not affect our liability for death or personal injury arising from our negligence, or our liability for fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable law.

3.2 The presence of a third party's advertising or other content on the Website does not in any way give rise to or, otherwise imply, a recommendation, endorsement or other representation on our part in respect of the third party's products or services.

4 Actions on a breach

4.1 A breach of the Website Terms and Conditions of Use may result in our taking all or any of the following actions:

4.1.1 Immediate, temporary or permanent withdrawal of your right to use the Website.

4.1.2 Immediate, temporary or permanent removal of any posting or material uploaded by you to the Website (including, without limitation, any profile, message, advertisement or library or media centre content).

4.1.3 Issue of a warning to you.

4.1.4 Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

4.1.5 Further legal action against you.

4.1.6 Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

4.2 Your breach of the terms and conditions applying to particular services may have their own additional consequences.

4.3 The responses described are not limited and do not exclude any other right we may have under these Website Terms and Conditions of Use, at law or under any other applicable terms and conditions, and we may take any other action we reasonably deem appropriate.

5 Trade marks

The "ROUTES" logo is a registered European Community Trade Mark of UBM Information LTD.

6 Variations

6.1 We may revise these Website Terms and Conditions of Use and any other terms and conditions at any time by amending this or any other relevant Website page. You must to check this and other relevant pages from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these Website Terms and Conditions of Use and any other terms and conditions may also be superseded by provisions or notices published elsewhere on the Website.

6.2 Any changes we may make to our Privacy Policy as set out in part B in the future will be posted on this page and, where appropriate, notified to you by e-mail.

7 Your concerns

7.1 If you have any concerns about material which appears on the Website, please contact james.bland@routesonline.com.

Part E: Profile Policy

1 Profile service

1.1 Parts of the Website allow users to establish their own Website profile page(s). Use of and access to these parts of the Website is subject to the following terms and conditions (which apply in addition to the remainder of these Website Terms and Conditions of Use).

1.2 In accordance with clause 2.1 of part A of these Website Terms and Conditions of Use, we reserve the right to withdraw and amend our profiles services at any time without notice.

2 Profile creation

2.1 Before creating a profile you must:

2.1.1 Fulfill the relevant registration criteria (e.g. be an airline, airport operator or individual working in the air industry).

2.1.2 Register with the Website as a profile holder.

2.2 You must withdraw your profile (and we reserve the right to withdraw your profile) if you cease to comply with clause 2.1 or any other part of these Website Terms and Conditions of Use.

3 Profile content and use

3.1 You alone are responsible for the creation, amendment and updating of your profile and for its compliance at all times with the requirements of these Website Terms and Conditions of Use. It is your responsibility to check the Website regularly for changes to the requirements.

3.2 The content permitted for your profile and the ways in which you may use it will vary depending upon your status, e.g. airport, airline or individual. You must at all times adhere to the relevant restrictions. This means that you may only complete the various text fields as requested (e.g. if a field invites you to add marketing information, you must only use that field to provide marketing information). In addition, the content and your use of your profile must at all times comply with these Website Terms and Conditions of Use including, without limit, clause 3 (Content Standards) of Part C (Acceptable Use Policy).     

3.3 If you are an individual, then you consent to your profile being accessible via the profile (if any) of your employer.

3.4 By setting-up a profile, you consent to our access to, use of and amendment of your profile and to third party access to and use of your profile in accordance with these Website Terms and Conditions of Use. You are not entitled to create your own use or access restrictions or dis-apply any part of these Website Terms and Conditions of Use to your profile.

3.5 You are reminded that we do not guarantee the security of the Website or any communication made through it. It is your responsibility to ensure that any sensitive or confidential content or communication is appropriately protected against unauthorised use or disclosure.

4 Access to profiles and contacting profile holders

4.1 Access to some profiles is automatically limited to particular user groups. You may not circumvent any restrictions that are placed on the profiles you may wish to access. If you access or use the whole or any part of any profile in contravention of these restrictions or any other part of these Website Terms and Conditions of Use, you will be in material breach of these Website Terms and Conditions of Use.

4.2 Before you make contact with any profile holder, you must follow the contact process appearing on the Website from time to time. This will typically require you to add your target profile holder to your contact list and wait for your target profile holder to accept you as a contact before actual contact is made. You must immediately stop making contact with any profile holder that withdraws its acceptance and may not circumvent the designated contact process at any time.

4.3 In particular (but without limitation to clauses 4.1 and 4.2) you must comply    with the Acceptable Use Policy in Part C at all times and may not use any profile, contact any profile holder or use information from any profile for any of the following purposes:

4.3.1 To advertise or promote any non-air industry products or services.

4.3.2 To place job advertisements or otherwise entice any individual away from his or her current employer.

4.3.3 To make any unfair or unlawful comparison of the products or services of one profile holder with those of another.

4.3.4 To make any inappropriate or illegitimate communication such as a non-business related communication, a communication about non-air industry matters or an improperly directed communication.

4.4 Without limiting any of the preceding provisions, your access to and use of profiles (and the information accessible via profiles) must at all times be fair, honest and lawful and in compliance with all applicable industry standards.

5 Collection and use of data

We may collect and process data about your visits to profiles contained on the Website (including, without limitation, your name, email address and length of visit) and we may disclose this information to the users whose profiles you visit. 

6 Your monitoring

6.1 If you are a corporate profile holder (e.g. an airport, airline or other permitted business), you must appoint a single individual within your organisation to monitor and be responsible for the operation and management of your profile, your use of third party profiles and your communication with other profile holders (the "Profile Administrator").  If you create an individual profile, you alone are responsible for the operation and management of your individual profile, your use of third party profiles and your communication with other profile holders and you are your own Profile Administrator. 

6.2 You must notify us of the identity and email address of your Profile Administrator before commencement of the creation of your Profile and prior to any change in Profile Administrator.

6.3 You shall remain liable at all times for the acts and omissions of your Profile Administrator.

6.4 You must ensure that your Profile Administrator monitors all profile content and profile-related communications to ensure compliance with these Website Terms and Conditions of Use.  For this purpose, the Profile Administrator must be automatically copied-in to all communications made by you in connection with your or anyone else's profile.

6.5 Should any element of the content of your profile, or any communication, at any time constitute a breach of these Website Terms and Conditions of Use, then your Profile Administrator must immediately:

6.5.1 Take all action necessary to remove or amend such element of content or Communication to remedy such breach.

6.5.2 Notify and provide us with a copy of the offending material.

7 Monitoring by Routes

7.1 We reserve the right (but are not obliged) to monitor profiles, profile-use and profile-related communication. We do not however, accept responsibility or liability for profiles, profile-use or profile-related communication, despite any monitoring of the same.

7.2 We will determine, in our discretion, whether there has been a breach of this Part E of these Website Terms and Conditions of Use and any such breach shall be deemed a material breach of the Website Terms and Conditions of Use. We may at our discretion afford you the opportunity to remedy or take steps to avoid the repetition of any breach, typically following the following process:

7.2.1 Step One - Report to Profile Administrator with request for remediation/steps to prevent repetition.

7.2.2 Step Two - Requirement that all profile use and profile-related communications are approved in advance by Profile Administrator.

7.2.3 Step Three - Disabling of your profile, your ability to use other profiles and/or your ability to communicate profile holders.

Our commencement of this three stage process does not however prevent us from taking any other action we may determine.       

Part F: LIBRARY AND ROUTES TV TERMS AND CONDITIONS

1 Definitions and Interpretation

1.1 The following terms shall have the following meanings:

"Content" means articles, reports, papers and other documentation and information that are from time to time accessible via the Service;

"Contract" means the agreement between Routes and the User which is made up of these Terms and Conditions and the Website Terms and Conditions of Use;

"Material" means information, documentation, articles, reports or other material submitted for Publication;

"Price" means the fee(s) (if any) payable for: i) subscription to the Service; ii) Publication; and/or iii) access to Content, each as set out on the Website from time to time;

"Publication" means the publication on the Website and access to and use thereof by users of the Website from time to time;

"Publisher" means a User who submits material for publication on the Website via the Service;

"Routes" means UBM Information LTD, a limited company incorporated in England and Wales under company number 05405462 and having a registered office at Ludgate House, 245 Blackfriars Road, London SE1 9UY, United Kingdom;

"Service" means the library and Routes TV provided from time to time via the Website;

"User" means a person who accesses or uses the Service; and

"Website" means the website at the domain name www.routesonline.com.

"Website Terms and Conditions of Use" means the terms and conditions of use from time to time governing access to and/or use of the Website, its content and services.

1.2 Headings are included for convenience only and shall not affect the construction or interpretation of these Terms and Conditions.

1.3 Any reference in these Terms and Conditions to any statute, law, statutory instrument or other similar instrument having the force of law shall be deemed to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal thereof.

1.4 Any reference to a person shall, unless the context otherwise requires, include natural persons, firms, partnerships, corporate bodies, unincorporated bodies, corporations, associations and all other legal persons of whatever kind howsoever construed.

1.5 Use of the Service is governed by the Website Terms and Conditions of Use and these Terms and Conditions. In the event of conflict, these Terms and Conditions shall take priority, but only in relation to the Service.

2 Access

2.1 In consideration of the payment of the applicable Price (or, if no Price is due, in consideration of the User's compliance with these Terms and Conditions) Routes grants the User a personal, non-exclusive right to:

2.1.1 Where the Price paid is a Service-subscription fee, to access and use the relevant Service and any Content that is accessible via that Service free of additional charge; and

2.1.2  Where the Price paid is for access to particular Content, to access and use that Content, in each case subject to and in accordance with these Terms and Conditions and the Website Terms and Conditions of Use.

2.2 Subject to clauses 2.4 to 2.6, the duration of access to the Service shall be limited as set out on the Website from time to time, e.g. one-off, per day, per week, per month or per year according to the Price paid.

2.3 Subject to clauses 2.4 to 2.6, access to Content is provided on a one-off basis (e.g. one download of or access to the relevant item) unless the Content is available as part of a subscription to the Service without additional charge (in which case it shall be accessible for the duration of the subscription).

2.4 Services and Content are provided by Routes subject to the Website Terms and Conditions of Use. In accordance with clause 2.1 of Part A (General Terms of Use) thereof, Services and/or Content may be withdrawn, suspended or varied at any time.

2.5 Subject to clause 2.6, if Routes withdraws, suspends or blocks the User's access to any Service or Content before expiration of any paid-up subscription period or allocated period for download, then Routes shall either (i) extend the subscription or download period to accommodate any period of unavailability; or (ii) refund the Price or the appropriate portion thereof to account for the unavailability. These shall be the User's only remedies for unavailability. Routes shall not have any liability or responsibility for unavailability due to the unavailability of and/or problems with the internet or telecommunications supplies.

2.6 Routes may permanently and/or temporarily withdraw, suspend or block the User's access to any Service and/or Content without liability if the User is in breach of these Terms and Condition and/or the Website Terms and Conditions of Use and/or if Routes suspects such a breach.

3 Publication

3.1 In consideration of the payment of the applicable Price, and subject to the User's compliance with these Terms and Conditions and the Website Terms and Conditions of Use, Routes shall publish the Materials on the Website.

3.2 The User grants to Routes a non-exclusive, irrevocable, perpetual, worldwide, royalty-free licence to use, publish, reproduce, display, transmit and distribute the Materials on the Website in accordance with these Terms and Conditions and the Website Terms and Conditions of Use. 

3.3 The User will provide the Materials in accordance with (and will ensure that the Materials comply with) Routes' policies and procedures in effect from time to time including, without limitation, and the Website Terms and Conditions of Use and any other policies as regards their size, content, format and manner of transmission.  Routes shall not be obliged to publish any Materials that are not in accordance with such terms, conditions and policies.

3.4 The positioning of the Materials on the Website is at Routes' sole discretion, save that where the Website invites Users to submit Materials for publication on a particular part of the Website, then Routes shall publish the Materials on that part of the Website (or, if that part is varied or ceases to exist, on a comparable part of the Website).

3.5 Subject to clauses 3.6 to 3.8, the duration of Routes' obligation of publication shall be limited as set out on the Website from time to time, e.g. one-off, per day, per week, per month or per year according to the Price paid. If no provision is made with regard to the duration of publication then the duration of Publication shall be at Routes' discretion.

3.6 Content shall be published on the Website subject to and in accordance with the Website Terms and Conditions of Use. In accordance with clause 2.1 of Part A (General Terms of Use) thereof, Content may be permanently or temporarily blocked or withdrawn from the Website by Routes at any time.

3.7 Subject to clause 3.8, if Routes withdraws or blocks the User's Content before expiration of any paid-up publication period, then Routes shall either (i) extend the publication period to accommodate any period of unavailability; or (ii) refund the Price or the appropriate portion thereof to account for the period of unavailability. These shall be the User's only remedies for unavailability. Routes shall not have any liability or responsibility for unavailability due to the unavailability of and/or problems with the internet or telecommunications supplies.

3.8 Routes may refuse to publish and/or permanently and/or temporarily withdraw or block the User's Content without liability if the Content does not comply with the Website Terms and Conditions of Use (or Routes suspects that it does not comply) or if the User asks (in writing) for it to be withdrawn.

3.9 Any withdrawal of Content at the request of the User shall be permanent and shall not entitle the User to a refund of the whole or any part of the Price paid for its Publication. The User shall indemnify Routes for any loss, damage, liability, cost and expense suffered or incurred by Routes as a result of its withdrawal.

4 Quality Control

4.1 It is the responsibility of the Publisher to check the correctness and completeness of the Material and its publication. Routes assumes no responsibility for any error, misprint, or omission in any Materials unless the same is due to the error of Routes. 

4.2 Upon receiving notice of an error, misprint or omission Routes will, where such error, misprint or omission is due to the error of Routes, use its reasonable endeavours to resolve the error, misprint or omission as soon as reasonably practicable.

4.3 Routes reserves the right at any time to require the Materials to be amended to comply with the warranties at clause 5 or to comply with any legal or regulatory obligations placed upon Routes and Routes' obligation to publish shall be suspended pending completion of such amendment.

4.4 Routes reserves the right at any time at its sole discretion to decline to publish or suspend publication of any Materials.

4.5  Routes reserves the right at any time to refuse to publish any Materials which it deems unlawful, offensive or inappropriate.

4.6 All Materials must comply with Routes' Acceptable Use Policy and the Content Standards set out therein, from time to time in force.

5 Warranty and Indemnity

5.1 The Publisher warrants and represents that:

5.1.1  Publication of the Materials  (whether as originally submitted or amended pursuant to these Terms and Conditions) will not breach any contract or infringe any intellectual property, rights in confidential information, data subject rights or other rights of any person;

5.1.2 the Materials (whether as originally submitted or amended pursuant to these Terms and Conditions) do not contain anything that is defamatory, libellous or which could incite racism or violence or render Routes liable to any other proceedings whatsoever;

5.1.3 it has obtained the authority of any living person named, represented or otherwise identified in the Materials to make use of such name or representation;

5.1.4 the Materials are accurate, complete, true and not misleading;

5.1.5 the Materials are legal, decent, honest and truthful;

5.1.6 the Materials comply with the requirements of all relevant rules, laws, legislation, codes of conduct and other provisions for the time being in force or applicable in any jurisdiction; and

5.1.7 the Materials are otherwise in accordance with clause 4.6.

5.2 The User will fully indemnify and hold Routes harmless from and against any and all losses, damages, claims, costs and expenses (including, without limitation, legal expenses) suffered, incurred and/or awarded against Routes as a result of or in connection with any breach or non-performance by the User of the representations, warranties and other terms contained in these Terms and Conditions and/or implied by law.

6 Payment

6.1 The Price shall be the then current price for the relevant Service and/or publication set out on the Website from time to time.

6.2 The Price (plus any applicable VAT and other taxes) must be paid by the User, in full in the currency in which it has been invoiced, prior to access to the Service and/or Publication of the Materials.

6.3 If the User fails to pay any Price when due then, without limit to its other rights or remedies, Routes shall at its sole discretion have the right to:

6.3.1 suspend User's use of the Service, Website and Content and/or the Publication of the Materials until payment in full has been received; and/or

6.3.2 charge the User the sum of £25 as an administration charge; and/or

6.3.3 charge the User interest on the amount paid late at the rate of four percent (4%) above the base rate of National Westminster Bank plc accruing from day to day (after as well as before judgment).

7 Confidentiality

7.1 Subject to clause 7.2, each party shall keep confidential the information of the other which is marked as confidential or which by its nature is confidential obtained under or in connection with use of the Service and/or Publication of Materials.

7.2 The provisions of clause 7.1 do not apply to information that is in or comes into the public domain (other than as a result of breach of clause 7.1) or to the whole or any part of the Materials.

8 Liability

8.1 Unless specified otherwise in these Terms and Conditions, Routes makes no warranties, representations or guarantees with respect to the availability of the Website, the Service, Publication and/or Content.

8.2 The Price reflects the following limitations and exclusions of liability that the parties acknowledge and agree are reasonable.

8.3 Save as provided in clauses 8.4 and 8.5, Routes' total aggregate liability in respect of all causes of action arising out of or in connection with the Service, Website, Publication and/or Content (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall not exceed the Price.

8.4 Routes shall not be liable for any claim to the extent that the claim relates to: (i) loss of profits; (ii) loss of goodwill; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of data or use of data (vi) injury to reputation; (vii) third party losses; or (viii) indirect, consequential or special loss or damage,  regardless of the form of action, whether in contract, strict liability or tort (including negligence) and regardless of whether Routes knew or had reason to know of the possibility of the loss, injury or damage in question.

8.5 Nothing in these Terms and Conditions will restrict liability:

8.5.1 for death or personal injury resulting from negligence;

8.5.2 for fraud or fraudulent misrepresentation;

8.5.3 under the indemnity at clause 3.9 or 5.2; or

8.5.4 for any other liability the exclusion or limitation of which is not permitted by English law.

8.6 Save in respect of payment obligations, neither party shall be liable to the other for any failure or delay in the performance of its obligations under these Terms and Conditions to the extent that such failure or delay arises due to reasons beyond that party's reasonable control (including, but not limited to, acts of God network difficulties, down-time or electronic malfunction).

9 Termination

9.1 Routes shall be entitled to terminate the Contract forthwith upon notice in writing to the User if the User commits a material breach of the Contract and, where the breach is capable of remedy, has failed to remedy such breach within thirty (30) days of written notice requiring its remedy.

9.2 Save as provided below, each party's rights, liabilities and obligations under the Contract shall cease upon the Contract's termination or expiration. Clauses 3.2, 3.8, 3.9, 4.1, 5, 6, 7, 8, 9.2, 10 and 11 and any other part of the Contract that expressly or by implication is intended to survive termination shall so survive.

10 Intellectual Property

10.1 Except as provided in these Terms and Conditions, Routes or its third party licensors retains all right, title and interest in and to the content of the Website, including without limitation copyrights, trademarks, and other intellectual property rights.

10.2 The User retains all rights, title and interest in and to the Materials, including without limitation, copyrights, trademarks, database rights and other intellectual property rights, save that User grants to Routes the licence set out in clause 3.2 of the Terms and Conditions.

10.3 User accepts that Materials may be accessed and used by third party visitors to the website in accordance with the Website Standard Terms and Conditions of Use and consents to such access and use. Routes shall not be liable for any breach of the Website Standard Terms and Conditions of Use by users of the Website.

11 General

11.1 Routes may assign, transfer, mortgage, charge, sub-contract, sub-licence or otherwise dispose of the whole or any part of the Contract without notice. The rights, obligations and remedies of the User are personal and may not be assigned, transferred, mortgaged, charged, sub-contracted, sub-licensed or otherwise disposed of without the prior written consent of Routes.

11.2 Any notice or written communication given under or in relation to the Contract shall be given in writing and shall be delivered by hand (in which case it shall be deemed to be given at the time of delivery) or sent by special delivery post (in which case it shall be deemed to be given on the second day after posting) to such address as has previously been notified to the sending party in writing.

11.3 The remedies available to the parties under the Contract shall not limit or exclude any other rights that either party may have against the other.

11.4 The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to the Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect either party's right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.

11.5 The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to the Contract shall not affect in any way the remaining provisions or rights, which shall be construed as if such invalid or unenforceable part did not exist.

11.6 The Contract contains all the terms agreed by the parties relating to its subject matter and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties except as set out in the Contract. Each party acknowledges and accepts that, in entering into the Contract, it has not relied upon any representation, undertaking or promise except as set out herein, save that nothing in the Contract shall limit or exclude liability for fraudulent misrepresentation.

11.7 No variation of or amendment to the Contract shall be effective unless made in writing and signed by authorised representatives of the parties.

11.8 Nothing in the Contract shall confer any right or benefit upon any person who is not a party to it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

11.9 The Contract is governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts.

PART G: WEBSITE ADVERTISING TERMS AND CONDITIONS

1 Definitions and Interpretation

1.1 In this Agreement the following terms shall have the following meanings

"Buyer" means the buyer identified on the Order Form (whether such person be the advertiser of the product or service promoted by the Website Advertisement or its agency or media buyer);

"Order Form" means UBM Information LTD Website Advertising Order Form completed by the Buyer and accepted by UBM Information LTD and the Buyer;

"Price" means the price specified in the Order Form;

"Term" means the term specified in the Order Form;

"Website" means the website at the domain name www.routesonline.com;

"Website Advertisement" means the advertisement(s) detailed in the Order Form and provided to UBM Information LTD by the Buyer

1.2 Headings are included for convenience only and shall not affect the construction or interpretation of this Agreement.

1.3 Any reference in this Agreement to any statute, law, statutory instrument or other similar instrument having the force of law shall be deemed to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal thereof.

1.4 Any reference to a person shall, unless the context otherwise requires, include natural persons, firms, partnerships, corporate bodies, unincorporated bodies, corporations, associations and all other legal persons of whatever kind howsoever construed.

2  Scope of Agreement

2.1 In consideration of the Price, UBM Information LTD shall arrange for the display of the Website Advertisement on the Website during the Term.

2.2  The Buyer will provide all materials for the Website Advertisement in accordance with UBM Information LTD 's policies in effect from time to time including, without limitation, the manner of transmission.  UBM Information LTD shall not be obliged to publish any Website Advertisement that is not received in accordance with such policies. 

2.3 The Buyer grants to UBM Information LTD a non-exclusive, worldwide, royalty-free licence to use, reproduce, display, transmit and distribute the Website Advertisement on the Website in accordance with these Terms and Conditions. 

2.4 The Buyer may request anonymous aggregate information about the users of the Website.  UBM Information LTD, in their sole discretion, may provide such sample data for the purpose of helping the Buyer to reach a target audience.

3 Buyer Warranty and Indemnity

3.1 The Buyer warrants and represents that:

3.1.1 it contracts with UBM Information LTD as a principal, notwithstanding that the Buyer may be acting as an agent  or media buyer or in some other representative capacity for any third party;

3.1.2  the publication of the Website Advertisement (whether as originally submitted or amended pursuant to this Agreement) will not breach any contract or infringe any intellectual property rights of any third party;

3.1.3 the Website Advertisement (whether as originally submitted or amended pursuant to this Agreement) does not contain anything that this defamatory, libellous or which could incite racism or violence or render UBM Information LTD liable to any other proceedings whatsoever;

3.1.4 it has obtained the authority of any living person named, represented or otherwise identified in the Website Advertisement to make use of such name or representation;

3.1.5 the Website Advertisement is accurate, complete, true and not misleading;

3.1.6 the Website Advertisement is legal, decent, honest and truthful and complies with the British Codes of Advertising and Sales Promotion and all other relevant advertising and trade association codes in any jurisdiction;

3.1.7 in relation to any investment Website Advertisement, the Buyer is, of the contents of the Website Advertisement have been approved by, an authorised person within the meaning of the Financial Services and Markets Act 2000 or the Website Advertisement is otherwise permitted under the Act; and

3.1.8 the Website Advertisement complies with the requirements of all relevant laws and legislation for the time being in force or applicable in any jurisdiction.

3.2 The Buyer will fully indemnify and hold UBM Information LTD harmless from and against any and all losses damages, claims, costs and expenses (including, without limitation, legal expenses) suffered, incurred or awarded against UBM Information LTD as a result of or in connection with any breach of non-performance of the representations, warranties or other terms contained in this Agreement or implied by law.

4 Website Advertisement Quality Control

4.1 Except as otherwise expressly provided in the Order Form, the positioning of the Website Advertisement on the Website is at UBM Information LTD’s sole discretion.

4.2 It is the responsibility of the Buyer to check the correctness of the publication of the Website Advertisement.  UBM Information LTD assumes no responsibility for any error, misprint, or omission in any Website Advertisement unless the same is due to the error or omission of UBM Information LTD. 

4.3 Upon receiving notice of an error, misprint or omission UBM Information LTD will, where such error, misprint or omission is due to the error or omission of UBM Information LTD, use its reasonable endeavours to resolve the error, misprint or omission as soon as reasonably practicable.

4.4 UBM Information LTD reserves the right to require to be amended the Website Advertisement to comply with the warranties at clause 3 or to comply with any legal or regulatory obligations placed upon UBM Information LTD.

4.5 UBM Information LTD reserves the right at its sole discretion to decline to publish or suspend publication of any Website Advertisement otherwise accepted for insertion.

4.6 UBM Information LTD reserves the right to refuse to publish any Website Advertisement which it otherwise offensive or inappropriate.  In determining whether this is the case UBM Information LTD has the right but not the obligation to look at various aspects of the conduct of the Buyer with a view to ensuring that:

4.6.1 the right of privacy and confidentiality of users of the Website is respected;

4.6.2 no advantage is taken of children or young people in sales promotions;

4.6.3 due regard has been taken to safety precautions so as to avoid harm or risk to users of the Website;

4.6.4 users of the Website are not misled (with particular regard to the British Code of Advertising Practice);

4.6.5 promotional products or services are of satisfactory standards of safety, durability and performance;

4.6.6 promotional products or services do not give offence, nor are they socially undesirable;

4.6.7 consumers are not led to overestimate the quality or desirability of promotional products or services;

4.6.8 the terms of promotion are clear, complete and easy to understand;

4.6.9 the rules as to entry, qualification and conduct of users of the Website are correctly detailed;

4.6.10 any limitation of supply of products must be clear and fulfilment not be qualified by unfair clauses; and

4.6.11 promotions are carried out with adequate resources under proper supervision.

4.7 All Website Advertisements must comply with UBM Information LTD 's Acceptable Use Policy and the Content Standards set out therein, from time to time in force.

4.8 UBM Information LTD reserves the right to refuse to publish any Website Advertisement linking to sites which it deems inappropriate or offensive.  UBM Information LTD reserves the right in its sole discretion to determine which sites it is not prepared to be linked to.

5 Payment

5.1 Unless specified otherwise in the Order Form, the Price is exclusive of any applicable taxes, UBM Information LTD shall be entitled to invoice the Buyer for the Price from the date on which the Website Advertisement first appears on the Website and the Price shall be paid to UBM Information LTD within thirty (30) days of the date of invoice.]
[Unless specified otherwise in the Order Form, the Price is exclusive of any applicable taxes, UBM Information LTD shall be entitled to invoice the Buyer for the Price from the date the Order Form is received by UBM Information LTD and the Price shall be paid to UBM Information LTD before the Website Advertisement will be posted.

5.2 If the Buyer fails to pay the Price by the due date then, without limit to its other rights or remedies under this Agreement, UBM Information LTD shall at its sole discretion have the right to:

5.2.1 cease to publish the Website Advertisement until payment in full has been received; and/or

5.2.2 charge the Buyer the sum of £25 as an administration charge; and/or

5.2.3 charge the Buyer interest on the amount paid late at the rate of four percent (4%) above the base rate of National Westminster Bank plc accruing from day to day (after as well as before judgment).

5.3 UBM Information LTD reserves the right to change its scale of rates in respect of Website Advertisement at any time on thirty (30) days notice to the Buyer.

5.4 No refund of the Price shall be payable in any circumstances.

6 Confidentiality & Data Protection

6.1 Each party shall keep confidential the information of the other marked as confidential or which by its nature is confidential obtained under or in connection with this Agreement.

6.2 The parties each agree to abide by the terms of the Data Protection Act 1998 and all other similar legislation in any applicable jurisdiction.

7 Liability

7.1 Unless specified otherwise in the Order Form, UBM Information LTD makes no warranties, representations of guarantees with respect to levels of usage of the Website or responses to the Website Advertisement.

7.2 The Price reflects the following limitations and exclusions of liability that the parties acknowledge and agree are reasonable.

7.3 Save as provided in clauses 7.4 and 7.5, UBM Information LTD 's total aggregate liability in respect of all causes of action arising out of or in connection with this Agreement (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall not exceed the Price.

7.4 UBM Information LTD shall not be liable for any claim to the extent that the claim relates to loss of profits, goodwill, anticipated savings, business opportunity, data or use of data, injury to reputation, third party losses or indirect, consequential or special loss or damage regardless of the form of action, whether in contract, strict liability or tort (including negligence) and regardless of whether UBM Information LTD knew or had reason to know of the possibility of the loss, injury or damage in question.

7.5 Nothing in this Agreement will restrict either party's liability:

7.5.1 for death or personal injury resulting from negligence;

7.5.2 for fraud or fraudulent misrepresentation;

7.5.3 under the indemnity at clause 3.2; or for any other liability the exclusion or limitation of which is not permitted by English law.

8 Force Majeure

Save in respect of payment obligations, neither party shall be liable to the other for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay arises due to reasons beyond that party's reasonable control (including, but not limited to, network difficulties, down-time and interruption and electronic malfunction) provided always that the party so affected promptly notifies the other in writing of the cause and likely duration of the failure or delay.

9 Cancellation, Renewals and Termination

9.1 Unless specified otherwise in the Order Form, the Buyer may not cancel any Order Form once accepted by UBM Information LTD.

9.2 Unless specified otherwise in the Order Form, the renewal of the Order Form and acceptance of any additional Order Forms shall be at UBM Information LTD 's sole discretion.

9.3 UBM Information LTD shall be entitled to terminate this Agreement forthwith upon notice in writing to the Buyer if the Buyer commits a material breach of this Agreement and, where the breach is capable of remedy, has failed to remedy such breach within thirty (30) days of written notice requiring its remedy.

9.4 Save as provided below, each party's rights, liabilities and obligations under this Agreement shall cease upon this Agreement's termination or expiration.

10 Intellectual Property

10.1 Except as provided in this Agreement, UBM Information LTD retains all right, title and interest in and to the content of the Website, including without limitation copyrights, trademarks, and other intellectual property rights.

10.2 The Buyer retains all rights, title and interest in and to the Website Advertisement, including without limitation, copyrights, trademarks, database rights and other intellectual property rights.

11 General

11.1 UBM Information LTD may assign, transfer, mortgage, charge, sub-contract, sub-licence or otherwise dispose of the whole or any part of this Agreement without the prior written consent of the Buyer.

11.2 Any notice or written communication given under or in relation to this Agreement shall be given in writing and shall be delivered by hand (in which case it shall be deemed to be given at the time of delivery) or sent by special delivery post (in which case it shall be deemed to be given on the second day after posting) to the other party at its address set out in this Agreement or to such other address as it has previously notified to the sending party in writing.

11.3 The remedies available to the parties under this Agreement shall not limit or exclude any other rights that either party may have against the other.

11.4 The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to this Agreement does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect either party's right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.

11.5 The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to this Agreement shall not affect in any way the remaining provisions or rights, which shall be construed as if such invalid or unenforceable part did not exist.

11.6 This Agreement shall apply to the subject matter of this agreement to the exclusion of all other terms and conditions, including any terms and conditions the Buyer may purport to apply under any purchase order, confirmation of order or any similar document or by virtue of any previous dealings with UBM Information LTD.

11.7 This Agreement contains all the terms agreed by the parties relating to its subject  matter and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties prior to this Agreement except as set out in this Agreement. Each party acknowledges and accepts that, in entering into this Agreement, it has not relied upon any representation, undertaking or promise except as set out herein.

11.8 No variation of or amendment to this Agreement or any Order Form shall be effective unless made in writing and signed by authorised representatives of the parties.

11.9 Nothing in this Agreement shall confer any right or benefit upon any person who is not a party to it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

11.10 This Agreement is governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts.

Part H: Terms and Conditions of Use - Recruitment Section

The below detail the terms on which you may make use of the Recruitment section of our website www.routesonline.com (the "Website"), whether as a guest or a registered user. 

Please read these terms and conditions carefully before you start to use the Website.  By using the Recruitment section of our Website, you indicate that you accept these Terms and Conditions of Use - Recruitment and that you agree to abide by them.  If you do not agree to these terms and conditions of use, please refrain from using the Recruitment Section of our Website. 

1.      These terms are supplemental to the Website Terms and Conditions of Use.

2.      The Website acts as a forum for potential employers to post job opportunities and candidates to apply for those opportunities. 

3.      We do not screen or censor any listings. 

4.      We are not involved in the actual transaction between potential employers and candidates, so we have no control of the quality, safety, legality of the job opportunities posted, the truth or accuracy of the listings, the ability of the potential employers to offer the job opportunities or the candidate's ability to fill the job opportunities. 

5.      We deny any liability, in any form or cause, arising in relation to candidate's application not reaching the potential employer for any reason whatsoever.

6.      Candidates are solely responsible for the accuracy of any information communicated via the Website to potential employers. 

7.      We are not to be considered an employer with respect to your use of the Website and we shall not be responsible for any employment decisions, for whatever reason made, made by any entity posting job opportunities on the Website.

PART I: EMPLOYMENT ADVERTISING TERMS AND CONDITIONS

1 Definitions and Interpretation

1.1 In this Agreement the following terms shall have the following meanings

"Buyer" means the buyer identified on the Order Form;

"Order Form" means UBM Information LTD Website Advertising Order Form completed by the Buyer and accepted by UBM Information LTD and the Buyer;

"Price" means the price specified in the Order Form;

"Term" means the term specified in the Order Form unless cancelled renewed or terminated in accordance with clause 9;

"Website" means the website at the domain name www.routesonline.com;

"Job Advertisement" means the advertisement(s) detailed in the Order Form and provided to UBM Information LTD by the Buyer;

"Respondents" means any person or persons responding to the Job Advertisement;

"Response Agent" means the person specified in the Order Form.

1.2  Headings are included for convenience only and shall not affect the construction or interpretation of this Agreement.

1.3  Any reference in this Agreement to any statute, law, statutory instrument or other similar instrument having the force of law shall be deemed to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal thereof.

1.4  Any reference to a person shall, unless the context otherwise requires, include natural persons, firms, partnerships, corporate bodies, unincorporated bodies, corporations, associations and all other legal persons of whatever kind howsoever construed.

2  Scope of Agreement

2.1  In consideration of the Price, UBM Information LTD shall arrange for the display of the Job Advertisement on the Website during the Term.

2.2  The Buyer will provide all materials for the Job Advertisement in accordance with UBM Information LTD 's policies in effect from time to time including, without limitation, the manner of transmission.  UBM Information LTD shall not be obliged to publish and Website Advertisement that is not received in accordance with such policies. 

2.3 The Buyer grants to UBM Information LTD a non-exclusive, worldwide, royalty-free licence to use, reproduce, display, transmit and distribute the Job Advertisement on the Website in accordance with these Terms and Conditions. 

2.4 UBM Information LTD will use its reasonable endeavours to forward to the Response Agent any materials received from Respondents within 3 working days.

2.5 The Buyer will notify UBM Information LTD as soon as reasonably possible once the vacancy promoted by the Job Advertisement has been filled and within a reasonable time following notification UBM Information LTD shall remove the Job Advertisement.

3 Buyer Warranty and Indemnity

3.1 The Buyer warrants and represents that:

3.1.1 it contracts with UBM Information LTD as a principal, notwithstanding that the Buyer may be acting as an agent  or media buyer or in some other representative capacity for any third party;

3.1.2 the publication of the Job Advertisement (whether as originally submitted or amended pursuant to this Agreement) will not breach any contract or infringe any intellectual property rights of any third party;

3.1.3 the Job Advertisement (whether as originally submitted or amended pursuant to this Agreement) does not contain anything that is defamatory, libellous or which could incite racism or violence or render UBM Information LTD liable to any other proceedings whatsoever;

3.1.4 the Job Advertisement is accurate, complete, true and not misleading; and

3.1.5  the Job Advertisement complies with the requirements of all relevant laws and legislation for the time being in force or applicable in any jurisdiction.

3.2  The Buyer will fully indemnify and hold UBM Information LTD harmless from and against any and all losses damages, claims, costs and expenses (including, without limitation, legal expenses) suffered, incurred or awarded against UBM Information LTD as a result of or in connection with any breach of non-performance of the representations, warranties or other terms contained in this Agreement or implied by law.

4 Job Advertisement Quality Control

4.1 Except as otherwise expressly provided in the Order Form, the positioning of the Job Advertisement on the Website is UBM Information LTD 's at sole discretion.

4.2 It is the responsibility of the Buyer to check the correctness of the publication of the Job Advertisement.  Route's assumes no responsibility for any error, misprint, or omission in any Job Advertisement unless the same is due to the error or omission of Route's. 

4.3 Upon receiving notice of an error, misprint or omission UBM Information LTD will, where such error, misprint or omission is due to the error or omission of UBM Information LTD, use its reasonable endeavours to resolve the error, misprint or omission as soon as reasonably practicable.

4.4 UBM Information LTD reserves the right to require to be amended the Job Advertisement to comply with the warranties at clause 3 or to comply with any legal or regulatory obligations placed upon UBM Information LTD.

4.5 UBM Information LTD reserves the right at its sole discretion to decline to publish or suspend publication of any Job Advertisement otherwise accepted for insertion.

4.6 UBM Information LTD reserves the right to refuse to publish any Job Advertisement which it deems offensive or inappropriate.  In determining whether this is the case UBM Information LTD has the right but not the obligation to look at various aspects of the conduct of the Buyer with a view to ensuring that:

4.6.1 the right of privacy and confidentiality of the users of the Website is respected;

4.6.2 due regard has been taken to safety precautions so as to avoid harm or risk to users of the Website; and

4.6.3 users of the website are not led to overestimate the desirability of role being advertised.

4.7 All Job Advertisements must comply with UBM Information LTD’s Acceptable Use Policy and the Content Standards set out therein, from time to time in force.

4.8 UBM Information LTD reserves the right to refuse to publish any Job Advertisement linking to sites which it deems inappropriate or offensive.  UBM Information LTD reserves the right in its sole discretion to determine which sites it is not prepared to be linked to.

5 Payment

5.1 Unless specified otherwise in the Order Form, the Price is exclusive of any applicable taxes, UBM Information LTD shall be entitled to invoice the Buyer for the Price from the date on which the Job Advertisement first appears on the Website and the Price shall be paid to UBM Information LTD within thirty (30) days of the date of invoice.
Unless specified otherwise in the Order Form, the Price is exclusive of any applicable taxes, UBM Information LTD shall be entitled to invoice the Buyer for the Price from the date the Order Form is received by UBM Information LTD and the Price shall be paid to UBM Information LTD before the Job Advertisement will be posted.

5.2 If the Buyer fails to pay the Price by the due date then, without limit to its other rights or remedies under this Agreement, UBM Information LTD shall at its sole discretion have the right to:

5.2.1 cease to publish the Job Advertisement until payment in full has been received; and/or

5.2.2 charge the Buyer the sum of £25 as an administration charge; and/or

5.2.3 charge the Buyer interest on the amount paid late at the rate of four percent (4%) above the base rate of National Westminster Bank plc accruing from day to day (after as well as before judgment).

5.3 UBM Information LTD reserves the right to change its scale of rates in respect of Job Advertisement at any time on thirty (30) days notice to the Buyer.

5.4 No refund of the Price shall be payable in any circumstances.

6 Confidentiality & Data Protection

6.1 Each party shall keep confidential the information of the other marked as confidential or which by its nature is confidential obtained under or in connection with this Agreement

6.2 The parties each agree to abide by the terms of the Data Protection Act 1998 and all other similar legislation in any applicable jurisdiction.

6.3 Any access details, user identification code, password or any other piece of information forming part of UBM Information LTD 's security procedures provided by UBM Information LTD to the Buyer, or chosen by the Buyer, must be treated by the Buyer as confidential, and the Buyer must not disclose it to any third party.  UBM Information LTD have the right to disable any access details, user identification code, password or any other piece of information forming part of UBM Information LTD 's security procedures, whether chosen by the Buyer or allocated by UBM Information LTD, at any time if, in UBM Information LTD 's absolute discretion, the Buyer is considered to have violated any term of this agreement

7 Liability

7.1 Unless specified otherwise in the Order Form, UBM Information LTD makes no warranties, representations of guarantees with respect to levels of usage of the Website or responses to the Website Advertisement.

7.2 The Price reflects the following limitations and exclusions of liability that the parties acknowledge and agree are reasonable.

7.3 Save as provided in clauses 7.4 and 7.5, Route's total aggregate liability in respect of all causes of action arising out of or in connection with this Agreement (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall not exceed the Price.

7.4 UBM Information LTD shall not be liable for any claim to the extent that the claim relates to loss of profits, goodwill, anticipated savings, business opportunity, data or use of data, injury to reputation, third party losses or indirect, consequential or special loss or damage regardless of the form of action, whether in contract, strict liability or tort (including negligence) and regardless of whether UBM Information LTD knew or had reason to know of the possibility of the loss, injury or damage in question.

7.5 Nothing in this Agreement will restrict either party's liability:

7.5.1 for death or personal injury resulting from negligence;

7.5.2 for fraud or fraudulent misrepresentation;

7.5.3 under the indemnity at clause 3.2;

or for any other liability the exclusion or limitation of which is not permitted by English law.

8 Force Majeure

Save in respect of payment obligations, neither party shall be liable to the other for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay arises due to reasons beyond that party's reasonable control (including, but not limited to, network difficulties, down-time and interruption and electronic malfunction) provided always that the party so affected promptly notifies the other in writing of the cause and likely duration of the failure or delay.

9 Cancellation, Renewals and Termination

9.1 Unless specified otherwise in the Order Form, the Buyer may not cancel any Order Form once accepted by UBM Information LTD.

9.2 Unless specified otherwise in the Order Form, the renewal of the Order Form and acceptance of any additional Order Forms shall be at UBM Information LTD’s sole discretion.

9.3 Route shall be entitled to terminate this Agreement forthwith upon notice in writing to the Buyer if:

9.3.1 the vacancy advertised in the Job Advertisement is filled or no longer available; or

9.3.2 the Buyer commits a material breach of this Agreement and, where the breach is capable of remedy, has failed to remedy such breach within seven (7) days of written notice requiring its remedy.

9.4 Save as provided below, each party's rights, liabilities and obligations under this Agreement shall cease upon this Agreement's termination or expiration.

10 Intellectual Property

10.1 Except as provided in this Agreement, UBM Information LTD retains all right, title and interest in and to the content of the Website, including without limitation copyrights, trademarks, and other intellectual property rights.

10.2 The Buyer retains all rights, title and interest in and to the Job Advertisement, including without limitation, copyrights, trademarks, database rights and other intellectual property rights.

11 General

11.1 UBM Information LTD may assign, transfer, mortgage, charge, sub-contract, sub-licence or otherwise dispose of the whole or any part of this Agreement without the prior written consent of the Buyer.

11.2 Any notice or written communication given under or in relation to this Agreement shall be given in writing and shall be delivered by hand (in which case it shall be deemed to be given at the time of delivery) or sent by special delivery post (in which case it shall be deemed to be given on the second day after posting) to the other party at its address set out in this Agreement or to such other address as it has previously notified to the sending party in writing.

11.3 The remedies available to the parties under this Agreement shall not limit or exclude any other rights that either party may have against the other.

11.4 The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to this Agreement does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect either party's right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.

11.5 The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to this Agreement shall not affect in any way the remaining provisions or rights, which shall be construed as if such invalid or unenforceable part did not exist.

11.6 This Agreement shall apply to the subject matter of this Agreement to the exclusion of all other terms and conditions, including any terms and conditions the Buyer may purport to apply under any purchase order, confirmation of order or any similar document or by virtue of any previous dealings with UBM Information LTD.

11.7 This Agreement contains all the terms agreed by the parties relating to its subject  matter and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties prior to this Agreement except as set out in this Agreement. Each party acknowledges and accepts that, in entering into this Agreement, it has not relied upon any representation, undertaking or promise except as set out herein.

11.8 No variation of or amendment to this Agreement or any Order Form shall be effective unless made in writing and signed by authorised representatives of the parties.

11.9 Nothing in this Agreement shall confer any right or benefit upon any person who is not a party to it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

11.10 This Agreement is governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts.

PART J: ROUTE EXCHANGE

1               Placing an Order

1.1         These Terms and Conditions shall apply to any Order Form submitted by a Procurer.

1.2         No terms or conditions endorsed on, delivered with or contained in the Procurer's purchase order, confirmation of order or any other document shall form part of a Contract unless expressly agreed by the Procurer and Routes in writing and signed by the parties.

1.3         No Order Form is binding on Routes until Routes accepts it in writing. 

1.4         Unless otherwise specified in the Order Form, the Procurer may not cancel any Order Form once accepted by Routes.

1.5         Unless otherwise specified in the Order Form, the renewal of the Order Form and acceptance of any additional order forms shall be at Route's sole discretion.

2               Publication Services

2.1         In consideration of payment of the applicable Price, and subject to the Procurer's compliance with these Terms and Conditions and the Website Terms and Conditions of Use, Routes shall Publish the RFP on Route Exchange during the Term in accordance with the Order Form.

2.2         The Procurer will provide all materials for the RFP in accordance with Route's policies in effect from time to time including the size, content, format and manner of transmission. Routes shall not be obliged to Publish any RFP that is not in accordance with such policies.

2.3         The Procurer grants to Routes a non-exclusive, irrevocable, perpetual, worldwide, royalty-free licence to use, Publish, reproduce, display, transmit and distribute the RFP on Route Exchange (or, pursuant to clause 2.4, the Website) in accordance with these Terms and Conditions and the Website Terms and Conditions of Use. 

2.4         Routes shall use its reasonable endeavours to Publish the RFP on Route Exchange or where Route Exchange is varied or ceases to exist, Routes shall Publish the RFP on a comparable part of the Website.

2.5         Subject to clause 2.4, RFPs shall be published on Route Exchange subject to and in accordance with the Website Terms and Conditions of Use. Routes may refuse to publish and/or permanently and/or temporarily withdraw or block the RFP without liability if the RFP does not comply (or Routes suspects that it does not comply) with the Website Terms and Conditions of Use or if the Procurer asks (in writing) for the RFP to be withdrawn.

2.6         Subject to clauses 2.4 and 2.7 the duration of Routes' obligation of Publication shall be limited to the Term. If no provision is made in the Order Form with regard to the Term then the duration of Publication shall be at Routes' discretion.

2.7         Subject to clause 2.4, if Routes withdraws, suspends or blocks access to Route Exchange or any RFP before expiration of the Term, then Routes shall either: (i) extend the download period to accommodate any period of unavailability; or (ii) refund the Price or the appropriate portion thereof to account for the unavailability. These shall be the Procurer's only remedies for unavailability. Routes shall not have any liability or responsibility for unavailability due to the unavailability of and/or problems with the internet or telecommunications supplies.

2.8         Any withdrawal of an RFP at the request of the Procurer shall be permanent and shall not entitle the Procurer to a refund of the whole or any part of the Price paid for its Publication. The Procurer shall indemnify Routes for any loss, damage, liability, cost and expense suffered or incurred by Routes as a result of its withdrawal.

3               Identification Services

3.1         In consideration of payment of the applicable Price, Routes shall provide the Identification Services for the Term.

3.2         Once the appropriate Users have been identified and notified to the Procurer by Routes, unless otherwise specified in the Order Form, the Procurer shall be solely responsible for providing a copy of the RFP to the relevant Users.

4               Users of Route Exchange

4.1         Routes grants the User a personal, non-exclusive right to access and use Route Exchange and any RFP that is accessible via Route Exchange free of charge at all times subject to and in accordance with these Terms and Conditions and the Website Terms and Conditions of Use.

4.2         Route Exchange is provided by Routes subject to the Website Terms and Conditions of Use. In accordance with clause 2.1 of Part A: General Terms of Use of the Website Terms and Conditions of Use Routes reserves the right to withdraw, suspend or amend any part of Route Exchange without notice and without liability.

4.3         Subject to clauses 4.2 and 4.4, save in respect of the Procurer, access by a User to an RFP is provided on a one-off basis (i.e. one download of or access to the relevant RFP).

4.4         Routes may permanently and/or temporarily withdraw, suspend or block a User's access to Route Exchange or any RFP without liability if the User is in breach of these Terms and Condition and/or the Website Terms and Conditions of Use and/or if Routes suspects such a breach.

5               Responses to RFPs

5.1         Any User who wishes to submit a Bid shall first complete and return the PQQ using the method specified in the PQQ or, where the PQQ or RFP is silent, as specified by Route Exchange.

5.2         Subject to clause 5.4 the Procurer (or, where relevant, Routes) shall notify the User if it is eligible to submit a Bid.

5.3         If, on receipt of such notification, the User wishes to submit a Bid, it shall do so in accordance with the procedure set out in the RFP or as notified to it from time to time by the Procurer (or, where relevant, Routes).

5.4         The Users acknowledge that the Procurer may appoint Routes to:

5.4.1    review the PQQ on its behalf to determine whether the User is eligible to submit a Bid;

5.4.2    liaise with the User in relation to the PQQ response and/or Bid; and/or

5.4.3    analyse and report on the Bid on the Procurer's behalf.

5.5         The Users further acknowledge that Routes reserves the right to review the content of any communication sent to the Procurer using Route Exchange to ensure that it complies with: (i) the Website Terms and Conditions of Use; and (ii) any instructions provided to Routes by the Procurer.

6               Quality Control

6.1         Except as otherwise expressly provided in the Order Form, the positioning of the RFP on Route Exchange is at Routes' sole discretion.

6.2         It is the responsibility of the Procurer to check the correctness of the Publication of the RFP and/or the User of any Content.  Routes assumes no responsibility for any error, misprint, or omission in any RFP or Content unless the same is due to the error or omission of Routes.

6.3         Upon receiving notice of an error, misprint or omission Routes will, where such error, misprint or omission is due to the error or omission of Routes, use its reasonable endeavours to resolve the error, misprint or omission as soon as reasonably practicable.

6.4         Routes reserves the right to require the RFP or Content to be amended to comply with the warranties at clause 8 or to comply with any legal or regulatory obligations placed upon Routes.

6.5         Routes reserves the right at its sole discretion to decline to Publish or suspend Publication of any RFP or Content otherwise accepted for insertion.

6.6         Routes reserves the right at any time to refuse to Publish the RFP or any Content which it deems unlawful, offensive or inappropriate.

6.7         All RFPs or Content must comply with Routes' Acceptable Use Policy and any content standards set out therein, from time to time in force.

6.8         Routes reserves the right to refuse to publish any RFP or Content linking to sites which it deems inappropriate or offensive.  Routes reserves the right in its sole discretion to determine which sites it is not prepared to be linked to.

7               Provision of the Analysis Services

7.1         Routes shall use its reasonable endeavours to procure that the Analyst provides the Analysis Services:

7.1.1    with reasonable skill and care and in accordance with good industry practice;

7.1.2    using appropriately skilled and experienced personnel; and

7.1.3    in accordance with any timescales set out in the Order Form or agreed between Routes and the Procurer.

7.2         Routes shall keep the Procurer informed of the progress of the Analysis Services on a regular basis, and as and when requested by the Procurer.

7.3         The Procurer shall promptly, subject to the Procurer's overriding duties of confidentiality, provide Routes and/or the Analyst with all necessary information and data available to the Procurer as may be reasonably required by Routes and/or the Analyst for the provision of the Analysis Services.

7.4         On completion of the analysis of each Bid and on termination of a Contract for whatever reason, Routes shall and shall procure that the Analyst shall deliver up to the Procurer all working papers or other material on whatever medium it is stored and all copies of those papers and materials relating to or prepared by it as part of the Analysis Services.

7.5         The Procurer shall be entitled to cancel the Analysis Services on 7 days' written notice provided always that the Analyst has not started to perform the Analysis Services. Routes reserves the right to charge the Procurer reasonable cancellation charges in the event of such cancellation.

8               Warranty and Indemnity

8.1         The Procurer warrants and represents that:

8.1.1   it contracts with Routes as a principal, notwithstanding that the Procurer may be acting in some representative capacity for a third party;

8.1.2   Publication of the RFP  (whether as originally submitted or amended pursuant to these Terms and Conditions) will not breach any contract or infringe any intellectual property, rights in confidential information, data subject rights or other rights of any person;

8.1.3   the RFP (whether as originally submitted or amended pursuant to these Terms and Conditions) does not contain anything that is defamatory, libellous or which could incite racism or violence or render Routes liable to any other proceedings whatsoever;

8.1.4   it has obtained the authority of any living person named, represented or otherwise identified in the RFP to make use of such name or representation;

8.1.5   the RFP is accurate, complete, true, not misleading, legal, honest and decent;

8.1.6   the RFP complies with the requirements of all relevant rules, laws, legislation, codes of conduct and other provisions for the time being in force or applicable in any jurisdiction; and

8.1.7   the RFP is otherwise in accordance with clause 6.7.

8.2         The User warrants and represents that:

8.2.1   Publication of the Content (whether as originally submitted or amended pursuant to these Terms and Conditions) will not breach any contract or infringe any intellectual property, rights in confidential information, data subject rights or other rights of any person;

8.2.2   the Content (whether as originally submitted or amended pursuant to these Terms and Conditions) does not contain anything that is defamatory, libellous or which could incite racism or violence or render Routes liable to any other proceedings whatsoever;

8.2.3   it has obtained the authority of any living person named, represented or otherwise identified in the Content to make use of such name or representation;

8.2.4   the Content is accurate, complete, true, not misleading, legal, honest and decent;

8.2.5   the Content complies with the requirements of all relevant rules, laws, legislation, codes of conduct and other provisions for the time being in force or applicable in any jurisdiction; and

8.2.6   the Content is otherwise in accordance with clause 6.7.

8.3         The Procurer and the User will each fully indemnify and hold Routes harmless from and against any and all losses, damages, claims, costs and expenses (including legal expenses) suffered, incurred and/or awarded against Routes as a result of or in connection with any breach or non-performance by the Procurer or the User of the representations, warranties and other terms contained in these Terms and Conditions and/or implied by law. 

9               Payment

9.1         Unless otherwise specified in the Order Form, the Price is exclusive of any applicable taxes, Routes shall be entitled to invoice the Procurer for the Price from:

9.1.1    the date on which the RFP first appears on the Website; and

9.1.2    in respect of the Analysis Services on or after the Analysis Services have been provided.

9.2         The Price shall be paid to Routes in full, in the currency in which it has been invoiced within 30 days of the date of invoice.

9.3         Where the Procurer and Routes agree that commission should be paid on acceptance of a Bid, the Procurer will promptly notify Routes of the terms on which a successful Bid has been accepted. Routes shall be entitled to invoice the Procurer for the commission due on the successful Bid (as calculated in accordance with the rates set out in the Order Form) and the Procurer shall pay such commission in full, in the currency in which it has been invoiced within 30 days of the date of the invoice.   

9.4         Routes shall be reimbursed against invoices for travelling and other out of pocket expenses reasonably and necessarily incurred by the Analyst in or about the performance of the Analysis Services.  Routes may claim for the cost of travel incurred by the Analyst to the extent necessary for the performance of the Analysis Services in accordance with the Procurer's standard rates from time to time, but Routes shall not be entitled to reimbursement for the cost of day to day travel by the Analyst to and from the premises where the Analysis Services are usually to be performed.  

9.5         If the Procurer fails to pay any Price or the commission specified in clause 9.3 when due then, without limit to its other rights or remedies, Routes shall at its sole discretion have the right to:

9.5.1           suspend Publication of the RFP, provision of the Identification Services or the Analysis Services until payment in full has been received; and/or

9.5.2           charge the Procurer the sum of £25 as an administration charge; and/or

9.5.3           charge the Procurer interest on the amount paid late at the rate of 4% above the base rate of National Westminster Bank plc accruing from day to day (after as well as before judgment).

9.6         Routes reserves the right to change its scale of rates in respect of the Publication of the RFP, provision of the Identification Services and/or Analysis Services at any time on 30 days notice to the Procurer.

9.7         Save as provided in clause 2.7, no refund of the Price shall be payable in any circumstances.

10           Confidentiality and Data Protection

10.1      Routes, the Procurer and the Users each agree that they shall keep confidential the information of the other marked as confidential or which by its nature is confidential obtained under or in connection with this Contract or the use of Route Exchange (except to the extent necessary for Publication of the RFP or the provision of the Identification Services or Analysis Services).

10.2      Routes shall procure that the Analyst and all of its employees (if any) having access to any such information shall be subject to the same obligations as Routes and shall if required, enter into a suitable confidentiality agreement with the Procurer in a form approved by the Procurer.

10.3      The provisions of clause 10.1 do not apply to information that is in or comes into the public domain (other than as a result of breach of clause 10.1) or to the whole or any part of the RFP or Content.

10.4      Routes, the Procurer and the Users each agree to abide by the terms of the Data Protection Act 1998 and all other similar legislation in any applicable jurisdiction.

11           Liability

11.1      Unless otherwise specified in these Terms and Conditions, Routes makes no warranties, representations or guarantees with respect to:

11.1.1the availability of the Website, Route Exchange, Publication of the RFP, the Identification Services or the Analysis Services;

11.1.2the levels of usage of Route Exchange;

11.1.3the number and quality of responses to the RFP (including the number of Users providing answers to the PQQ or placing a Bid);

11.1.4the withdrawal of any RFP, PQQ response or Bid; or

11.1.5the acceptance (or otherwise) of any Bid.

11.2      The Users acknowledge that Routes' liability in respect of the provision and use of Route Exchange shall be as specified in the Website Terms and Conditions of Use.

11.3      The Price reflects the following limitations and exclusions of liability that Routes and the Procurer acknowledge and agree are reasonable.

11.4      Save as provided in clauses 11.5 and11.6, Routes' total aggregate liability to the Procurer in respect of all causes of action arising out of or in connection with the use of Route Exchange, Publication of the RFP, the Identification Services or the Analysis Services (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) shall not exceed the greater of: (i) the Price and (ii) £50,000.

11.5      Routes shall not be liable for any claim to the extent that the claim relates to: (i) loss of profits; (ii) loss of goodwill; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of data or use of data (vi) injury to reputation; (vii) third party losses; (viii) wasted management or office time; or (ix) indirect, consequential or special loss or damage,  regardless of the form of action, whether in contract, strict liability or tort (including negligence) and regardless of whether Routes knew or had reason to know of the possibility of the loss, injury or damage in question.

11.6      Nothing in these Terms and Conditions will restrict liability:

11.6.1       for death or personal injury resulting from negligence;

11.6.2       for fraud or fraudulent misrepresentation;

11.6.3       under the indemnity at clause 2.8 or 8.3; or

11.6.4       for any other liability the exclusion or limitation of which is not permitted by English law.

12           Force Majeure

Save in respect of payment obligations, neither Routes nor the Procurer shall be liable to the other for any failure or delay in the performance of its obligations under a Contract to the extent that such failure or delay arises due to reasons beyond that party's reasonable control (including network difficulties, down-time and interruption and electronic malfunction) provided always that the party so affected promptly notifies the other in writing of the cause and likely duration of the failure or delay. 

13           Termination of Contract

13.1      Routes shall be entitled to terminate a Contract forthwith upon notice in writing to the Procurer if the Procurer commits a material breach of a Contract and, where the breach is capable of remedy, has failed to remedy such breach within thirty (30) days of written notice requiring its remedy.

13.2      Save as provided below, each party's rights, liabilities and obligations under a Contract shall cease upon a Contract's termination or expiration. Clauses 2.3, 2.9, 7.4, 9, 10, 11, 13.2, 14 and 15 and any other part of a Contract that expressly or by implication is intended to survive termination shall so survive.

14           Intellectual Property

14.1      Except as provided in these Terms and Conditions, Routes or its third party licensors retains all right, title and interest in and to the content of the Website, including copyrights, trade marks, and other intellectual property rights.

14.2      The Procurer retains all rights, title and interest in and to the RFP, including copyrights, trade marks, database rights and other intellectual property rights, save that Procurer grants to Routes the licence set out in clause 2.3 of these Terms and Conditions.

14.3      For the avoidance of doubt, a User retains all rights, title and interest in and to any PQQ response or Bid, including copyrights, trade marks, database rights and other intellectual property rights.

14.4      The Procurer and the Users accept that any materials (including a RFP or any Bid) uploaded to Route Exchange pursuant to these Terms and Conditions may be accessed and used by third party visitors to the Website and consents to such access and use. Routes shall not be liable for any breach of the Website Standard Terms and Conditions of Use by Users of or other third party visitors to the Website.

15           General

15.1      Routes may assign, transfer, mortgage, charge, sub-contract, sub-license or otherwise dispose of the whole or any part of a Contract without notice. The rights, obligations and remedies of the Procurer and the Users are personal and may not be assigned, transferred, mortgaged, charged, sub-contracted, sub-licensed or otherwise disposed of without the prior written consent of Routes.

15.2      The parties confirm that it is not the intention of either of them to enter into a partnership with the other and nothing in this Contract shall be deemed to constitute a partnership.  Nothing in this Contract shall constitute Routes or the Analyst as being the agent or employee of the Procurer and Routes and the Analyst shall have no authority to, nor shall in any way bind or seek to bind the Procurer or pledge the credit of the Procurer in any way whatsoever.

15.3      Any notice or written communication given under or in relation to a Contract shall be given in writing and shall be delivered by hand (in which case it shall be deemed to be given at the time of delivery) or sent by special delivery post (in which case it shall be deemed to be given on the second day after posting) to such address as has previously been notified to the sending party in writing.

15.4      The remedies available to the parties under a Contract shall not limit or exclude any other rights that either party may have against the other.

15.5      The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to a Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect either party's right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.

15.6      The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to a Contract shall not affect in any way the remaining provisions or rights, which shall be construed as if such invalid or unenforceable part did not exist.

15.7      A Contract contains all the terms agreed by the parties relating to its subject matter and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties except as set out in a Contract. Each party acknowledges and accepts that, in entering into a Contract, it has not relied upon any representation, undertaking or promise except as set out herein, save that nothing in a Contract shall limit or exclude liability for fraudulent misrepresentation.

15.8      No variation of or amendment to a Contract shall be effective unless made in writing and signed by authorised representatives of the parties.

15.9      Nothing in a Contract shall confer any right or benefit upon any person who is not a party to it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

15.10  These Terms and Conditions and any Contract (and all associated disputes and claims) are governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts.

16           Definitions and Interpretation

16.1      In these Terms and Conditions, the following terms shall have the following meanings:

"Acceptable Use Policy" means the acceptable use policy contained within the Website Terms and Conditions of Use, as amended from time to time;

"Analyst" the person engaged by Routes to provide the Analysis Services to the Procurer;

"Analysis Services" means the data analysis services provided by Routes to the Procurer from time to time;

"Bid" means a response to the RFP;

"Content" means any materials or content, other than the RFP, (including a PQQ response or Bid) that are uploaded to or transmitted via Route Exchange by the Procurer or a User;

"Contract" means the agreement between Routes and the Procurer which is made up of these Terms and Conditions, the Order Form and the Website Terms and Conditions of Use;

"Criteria" means, where the Procurer has engaged Routes to provide the Identification Services, the criteria which the Procurer requires to be met, as specified in the Order Form;

"General Terms of Use" means the general terms of use contained within the Website Terms and Conditions of Use, as amended from time to time;

"Identification Services" means the identification by Routes of Users who meet the relevant Criteria and the provision to the Procurer of the details of the relevant Users;

"Order Form" means Routes order form completed by the Procurer and accepted by Routes and the Procurer;

"PQQ" means the pre-qualification questionnaire contained within the RFP used to identify whether or not a User may be able to satisfy the Procurer's requirements and is therefore eligible to place a Bid;

"Price" means the fee(s) (if any) payable by the Procurer for: (i) Publication of the RFP; (ii) the Identification Services and (iii) the Analysis Services, each as specified on the Order Form;

"Procurer" means the person identified on the Order Form who engages Routes to Publish the RFP and/or provide the Identification Services and/or Analysis Services from time to time;

"Publication" means the publication on the Website and access to the RFP (or any Content) by the Procurer and the Users from time to time and "Publish" and "Published" shall be construed accordingly;

"Term" means the term specified in the Order Form;

"RFP" means an invitation by the Procurer for Users to submit a bid to provide services to the Procurer who published the request for proposal as detailed in the Order Form and provided to Routes by the Procurer;

"Routes" means UBM Information LTD and its subsidiaries ("we", "us", "our").  We are registered in England and Wales under company number 05405462 and have our registered office at Ludgate House, 245 Blackfriars Road, London SE1 9UY, United Kingdom. Our VAT number is GB849767653.;

"Route Exchange" means the forum hosted and managed by Routes on the Website on which RFPs are Published;

"User" means the respondent to the RFP and any other person who accesses or uses Route Exchange;

"Website" means the website at the domain name www.routesonline.com; and

"Website Terms and Conditions of Use" means the terms and conditions of use from time to time governing access to and/or use of the Website, its content and services.

16.2      Headings are included for convenience only and shall not affect the construction or interpretation of these terms (the "Terms and Conditions").

16.3      Any reference to the singular includes the plural and vice versa.

16.4      Any reference to the words "include", "includes", "including" and "included" will be construed without limitation unless inconsistent with the context.

16.5      Any reference in these Terms and Conditions to any statute, law, statutory instrument or other similar instrument having the force of law shall be deemed to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal thereof.

16.6      Any reference to a person shall, unless the context otherwise requires, include natural persons, firms, partnerships, corporate bodies, unincorporated bodies, corporations, associations and all other legal persons of whatever kind howsoever construed.

16.7      Use of Route Exchange, Publication of the RFP and provision of the Identification Services and Analysis Services are governed by the Website Terms and Conditions of Use and these Terms and Conditions and apply to the exclusion of all others (including any of the Procurer's order). In the event of conflict, these Terms and Conditions shall take priority, but only in relation to the use of Route Exchange, the Identification Services and the Analysis Services.