Terms and Conditions

Foolproof means Foolproof Business Services Ltd, Seebohm House, 2-4 Queen St., Norwich NR2 4SQ (hereafter, "Foolproof") agrees to supply the Reports (as defined below) on the terms and conditions set out below.

By signing the Order Form (as defined below) in respect of Foolproof's Online Shopping Survey you (the "Licensee") unequivocally accept the terms and conditions set out below and once payment has been received by us we will confirm that your order has been accepted by sending an email to you at the email address you provide on your order form. Foolproof's acceptance of your order brings into existence a legally binding contract between us.

1 Definitions

In these terms and conditions, the following terms shall have the following meanings:

1.1 Contracts The entire agreement as between Foolproof and the Licensee as set forth in the Order Form and these terms and conditions

1.2 Order Form The form, signed and dated on behalf of the Licensee, accepting these terms and conditions

1.3 Price The fee and conditions of payment as set out in the OSS Order Form as amended and updated from time to time

1.4 Reports Foolproof reports published from time to time by Foolproof in electronic (via the world wide web or hard copy format, subject to these Terms and Conditions, available on the Site or from Foolproof directly and as specified on the OSS Order Form

1.5 Site Foolproof's website (www.foolproof.co.uk).

2 Payment and delivery

2.1 All major credit cards and debits cards are accepted and orders can be made over the phone, via fax or post or online.

2.2 Foolproof must receive payment of the whole of the price for the Reports that you order for your order will be accepted.

2.3 Delivery will be via secure download or via CD-ROM if requested and will be within 14 days of our acceptance of your order, or where pre publication orders have been accepted, within 14 days of publication.

3 Licence

Subject to these terms and conditions Foolproof hereby grants the Licensee the non-exclusive and non-transferable right to access the Reports on the Site and/or to use the Reports in hard copy format.

4 Permitted use

The licence granted at clause 3.1 above permits the Licensee to do only the following acts.

4.1 The Licensee may, subject to clause 5 below:

4.1.1 display, download print or receive a hard copy of the information and text included in the Reports

4.1.2 electronically save the information included in the Reports only to the extent to use it for the purpose for which it was downloaded

4.1.3 print off single copies of the report or sections of the Reports for personal use

4.1.4 précis, summarise and analyse the information comprised in the Reports provided that any such précis summary or analysis of the information is clearly identified as having been derived from, although not been a faithful reproduction of, Foolproof's information

5 Prohibited uses

5.1 For the avoidance of doubt the licence granted in clause 3 does not allow the Licensee to:

5.1.1 remove or alter Foolproof's copyright notices or other means of identification or disclaimers as they appear on the Reports, on the Site or in any hard copies thereof

5.1.2 systematically make copies, electronically or otherwise, of the Reports or extracts or multiple extracts of the information included in the Reports for any purpose

5.1.3 provide by electronic means or otherwise to any third party full copies of the Reports

5.1.4 mount or distribute any part of the Reports and information included in the reports on any electronic network or otherwise, including without limitation the internet and the world wide web or otherwise publish, broadcast or display any such information in the public or to any third party, except as otherwise stated in this agreement.

5.2 The creation and/or operation by the Licensee (whether directly or indirectly solely or jointly) of services competitive or potentially competitive to those supplied by Foolproof under this Licence is prohibited

6 Warranties

6.1 Foolproof warrants that we it provide the Reports to you with reasonable skill and care. It does not warrant that the reports or any information contained within a report will meet your present or future needs or requirements or that it will be complete, error free, completely or wholly accurate or that it will be delivered without interruption, fault or error.

6.2 The Licensee has sole responsibility for the selection and suitability of the Reports for the Licensee's needs and objectives

7 Exclusions and limitations

7.1 Foolproof excludes all liability (whether arising in contract, tort or otherwise), which Foolproof may otherwise have to the Licensee as a result of

7.1.1 any technical, factual, textual or typographical inaccuracies, errors or omissions on our Site or in the Reports

7.1.2 the unavailability of our Site (or any part of it)

7.1.3 any delay in providing the Reports

7.2 Foolproof makes no representation or warranty with respect of the accuracy, completeness, or currentness of the information included within the Reports or for indirect, special or consequential damages arising from the use of the Reports or inability to access the Site, such as, but not limited to, loss of revenue, anticipated profits or business, or the cost of procuring substitute services.

7.3 Each of the above exclusions on limitations shall be construed as a separate and severable provision of these terms and conditions.

8 The Site

8.1 Foolproof reserves the right to change the content, presentation, performance, user facilities and availability of any part of the Site at its sole discretion and without notice.

8.2 Where Foolproof provides hyperlinks to a third party's website, Foolproof shall have no responsibility for nor does it make any warranties, representations or undertakings about the content of any other web-site which may be referred to or accessed by the hyperlink.

9 Ownership of information

The Licensee hereby acknowledges Foolproof's ownership of all intellectual property rights (including trade marks, copyrights and database rights) in the Reports and in the information on the Site and any use and/or copying of the same (in particular the Reports) which is not in accordance with these terms and conditions and the specific conditions of use set out below is unauthorised. Any unauthorised use may give rise to Foolproof bringing proceedings for trade mark and/or copyright infringement against you claiming injunction, damages and costs.

10 Conditions of use

10.1 Unless otherwise agreed in writing in advance by Foolproof, the Reports may not be sold, nor passed on, communicated or disseminated in any form nor access granted to any third party (directly or indirectly).

10.2 The Licensee undertakes that it will not copy, reproduce or transmit in any form or otherwise deal with in any way the whole or part of the Report.

11 Unenforceability

The enforceability or otherwise of any provisions of these terms and conditions shall not affect the enforceability of rest of these terms and conditions

12 Assignment

The Licensee may not assign any of its rights under these terms and conditions without Foolproof's prior written consent which will not be unreasonably withheld. Foolproof may assign any of its rights under these terms and conditions to any subsidiary or affiliated company, or as part of a merger, reorganisation or sale of business or assets.

13 Variations

13.1 These terms may only be varied if a variation is in writing and signed by a duly authorised representative of Foolproof and the Licensee.

14 Notices

Any notices to be served on either of the parties by the other shall, unless otherwise specified, be sent by pre-paid recorded delivery or registered post to Foolproof's registered office address (obtainable from Companies House in Cardiff) and that identified on the Order Form in the case of the Licensee, or to such other address as notified by either party to the other as its address for the service of notices. Any notices sent by email or facsimile shall be deemed received upon proof of confirmation of receipt, and if mailed shall be deemed to have been received within two working days of posting.

15 Entire agreement

These terms and conditions, together with Foolproof's current website prices, delivery details, contact details and privacy policy set out the whole of our agreement relating to the supply of the Reports to the Licensee by Foolproof.

16 Third party rights

A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999.

17 Force majeure

Foolproof shall not be liable for any delay or failure to perform any obligation under this agreement insofar as performance of such obligations is prevented by an event or by matters beyond Foolproof's reasonable control (including but not limited to, failure of performance by a third party, earthquake, labour disputes, riots, government or relevant regulatory requirements, failure of computer equipment, failures or delays of sources from which information or data is obtained).

18 Applicable law and jurisdiction

These terms and conditions (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to them or their formation, shall be governed by and interpreted in accordance with English Law and, for these purposes, the parties irrevocably submit to the exclusive jurisdiction of the English courts.

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