1.1 By submitting an order on the Autovista online store, you (“Customer”) agree that these licence terms for supply of Autovista reports govern the ordering and use of digital automotive intelligence report(s) (“Report”) offered by Autovista Group (“Autovista”).
1.2 Customer may submit orders to Autovista via its online store or any such other method specified by Autovista from time to time. Customer shall specify a single named user of the Report in the order (“Authorised User”), whose use of the Report shall be in accordance with clause 4. Autovista may accept an order by delivering Report. Accepted orders will be deemed to incorporate and be subject to this Licence Agreement (the ‘Agreement’). All other terms and conditions contained in any Customer purchase order or other document not expressly referenced in this Agreement will have no effect.
The fee shall be in the currency stated on the order and is payable in advance by credit card via Autovista’s online store. VAT will be applied on all orders at the applicable rate based on the customer's location and on the assumption that the customer is a consumer for VAT purposes.
Autovista will make available the Report to the Authorised User in an online digital format. Autovista reserves the right, a) to vary the available Report format in any way; and b) to suspend the availability of the online digital format temporarily in the event of technical difficulties or other circumstances beyond the reasonable control of Autovista. In the event of any such variation or suspension of the Report, Autovista will use all reasonable endeavours to resume availability as soon as practicable but shall not be liable for any loss, damage or claim caused by such variation or suspension.
4.1 All intellectual property rights in the Report and any other items supplied pursuant to the Agreement will remain the property of Autovista or its suppliers. Subject always to Customer’s compliance with its obligations in this Agreement, Autovista grants to Customer a non-exclusive non-transferable personal user licence for the single Authorised User to view Report online provided that Customer keeps intact all and any copyright and proprietary notices. Customer is prohibited from (i) offering the content for resale; (ii) copying, scanning, photocopying, faxing, or in any other way reproducing or copying the content; (iii) sharing the content other than with the named Authorised User; (iv) distributing the content whether by electronic mail, over any network or otherwise; (v) uploading the content to any database or server; or (vi) displaying the content on any website or intranet.
4.2 Authorised User may take one or more “Limited Extracts” (see below) from the Report for the sole purpose of reproducing them in original “New Material” (see below) and Authorised User may only use the Report in the course of normal day-to-day business and may not pass materials to clients and/or prospects unless done so as part of a presentation or similar, where Autovista is referenced as owner of all copyrights and intellectual property, and that passing Limited Extracts to third parties is carried out on an ad-hoc non-systematic basis. Such extracts must comply with the following conditions in order to qualify as Limited Extracts for use in accordance with this clause: the maximum amount which can be extracted from the digital content is 10% of that document; Limited Extracts may not, in aggregate, represent more than 10% of a report, document or other material created by a single Authorised User which incorporates those Limited Extracts (“New Material”); the New Material must consist substantially of original material created by the Authorised User(s) and accordingly must not contain substantial amounts of material aggregated from third parties; and the Limited Extract(s) reproduced in the New Material, and any conclusions drawn by the Authorised User which appear in the New Material and which are based on or refer to such extracts, are accurate, fair and reasonable; all New Materials shall attribute the extracted digital content to Autovista in the following form: “source:© Autovista Group”.
5.1 Autovista warrants that Report have been compiled using reasonable skill and care in accordance with good industry practice. Autovista does not warrant the accuracy, completeness, correctness of any particular opinions, or content.
5.2 The warranties set out in this Agreement are exclusive of and in lieu of all other warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise which relate to the quality, condition and fitness for any purpose of Products.
5.3 Autovista warrants that Report(s) do not infringe any intellectual property rights of any third party. Autovista agrees to indemnify and hold Customer harmless from and against any damages awarded or agreed to be paid to any third party arising out of Autovista breach of the foregoing warranty, provided that (i) Customer gives notice to Autovista of any such claim forthwith upon becoming aware of it; and (ii) Customer gives Autovista sole conduct of the defence to any such claim and gives to Autovista such assistance as it shall reasonably require (at the expense of Autovista) in respect of the conduct of the said defence. In the event of such a breach, Autovista may, at its expense, procure for Customer the right to continue exercising the rights granted hereunder with respect to Report or replace or modify Report at Autovista’s sole expense to make Customer’s exercise of its rights under the Agreement non-infringing.
Customer shall (i) keep Report confidential. Under no circumstances shall information contained in the Report be made available to any member of the general public or any other third party (except for information that is already generally available to the public without charge or restriction); (ii) Notify Autovista immediately if it becomes aware of any unauthorised use or access to any part of Report by any third party; (iii) At the request and expense of Autovista take all such further steps as shall from time to time be necessary to protect the confidential information or intellectual property rights of Autovista in the Report; (iv) inform all relevant employees, agents and sub-contractors that Report constitute confidential information of Autovista and that all intellectual Property Rights therein are the property of Autovista or its licensors and Customer shall take all such steps as will be necessary to ensure compliance by its employees, agents and sub-contractors with the provisions of this clause.
7.1 This clause 7 applies to Autovista liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) in respect of any breach of its contractual obligations arising under any Agreement and any representation, statement or tortious act or omission including negligence and any other form of liability, and Customer’s attention is in particular drawn to the provisions of this clause 7.
7.2 Autovista’s liability to Customer will not be limited for (a) death or personal injury resulting from Autovista negligence, (b) fraud 5.3 or (d) any other matter for which liability cannot as a matter of applicable law be limited.
Subject to clause 7.2, Supplier’s entire liability shall be limited to an amount equal to the fee paid
7.3 Subject to clause 7.3, Autovista shall not be liable to Customer for (i) any loss of profits, business, anticipated savings, goodwill, data or other such loss; or (ii) any type of special indirect or consequential loss or damage; in each case including loss or damage suffered by Customer as a result of an action brought by a third party and even if such loss was reasonably foreseeable or Autovista had been advised of the possibility of Customer incurring the same.
7.4 Autovista will not be liable to any person other than Customer, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, in connection with this Agreement or its subject matter.
8.1 The Agreement shall enter into force on Autovista’s acceptance of the order.
8.2 The Agreement may be terminated by notice in writing forthwith: (i) by either party if the other commits any material breach of any term of the Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same; and (ii) by Autovista if Customer breaches the licence terms under this Agreement.
8.3 Any termination of the Agreement shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination which shall include without limitation clause 6 which shall survive termination of the Agreement by either party. For the avoidance of doubt, no termination of the Agreement shall entitle Customer to a refund of any fee paid.
Autovista may assign this Agreement and any order hereunder to any of its affiliated entities or to any entity to which Autovista may sell, transfer, convey, assign or lease all or substantially all of the assets or properties used in connection with the performance hereunder. Autovista may subcontract any or all of the obligations to be performed by it hereunder, but will retain responsibility for the work. Neither party will be liable for any delay or failure in performance to the extent such delay or failure is caused by events beyond the party’s reasonable control, such as fire, flood, Act of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, and inability to secure materials or transportation facilities. The failure of either party to assert any of its rights under this Agreement will not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision of this Agreement in accordance with its terms. This Agreement constitutes the entire understanding of the parties with respect to the subject matter thereof and will supersede all previous and contemporaneous communications, representations or understandings, either oral or written, between the parties relating to that subject matter and will not be contradicted or supplemented by any prior course of dealing between the parties. All notices under this Agreement and any modifications or amendments to this Agreement must be in writing. The Agreement shall be governed by and construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English courts.