Library and Routes TV
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 (UK) Ltd., a limited company incorporated in England and Wales under company number 05405462 and having a registered office at UBM plc, 5 Howick Place, London, SW1P 1WG, 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.
2.1 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).
2.5 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.
3.1 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.
3.7 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.
6.1 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).
7.1 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.
8.1 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).
9.1 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.
11.1 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.