In order to download this documents, please read and agree to our terms and conditions:
SUSTAINABILITY HUB TERMS AND CONDITIONS
By downloading a document from this facility, you are committing yourself and any person you are acting for, including your employer, (collectively referred to in these terms as "the User") to a legally binding contract (referred to in these terms as "the Agreement") with POPAI UK & Ireland Ltd (a company incorporated in England and Wales under number 03026544, and referred to in these terms as "POPAI") on these terms and conditions.
1 NATURE OF THE DOCUMENTS
The documents available through this facility (referred to in these terms as "the Documents") have not been peer-reviewed. They are made available as a comment on, and a contribution to the wider body of knowledge relating to, the sustainable manufacture, use and disposal of point-of-purchase advertising materials. The User should only use them as such, and should not treat them as accurate, complete, comprehensive, definitive or authoritative statements on any issue.
2 USE OF THE DOCUMENTS
2.1 Subject to clause 2.2, the User may download, store and read the Documents for use in connection with the User’s business.
2.2 The User shall only use the Documents in accordance with these terms and shall not:
(a) Download, store or use the Documents except for use in connection with the User’s business;
(b) Make the Documents available to any person other than its authorised staff;
(c) Directly or indirectly charge anyone in respect of any use of the Documents;
(d) Do anything which might adversely affect the validity or value of the Documents or any IPR in them;
(e) Use the Documents in a way that infringes any rights of POPAI or any third party, is unlawful, or may bring POPAI’s name into disrepute.
2.3 Any act or omission by the User’s staff in relation to the Documents is deemed to be the User’s act or omission.
3 NO WARRANTIES etc
3.1 POPAI is under no obligation to provide any service in relation to the Documents and may withdraw any Document at any time.
3.2 It is not a warranty, condition or other provision of the Agreement that the Documents are accurate, complete, comprehensive, or not misleading, or that the User’s use of the Documents will not infringe any third-party IPR.
4 POPAI IPR
4.1 The User will not acquire any right, interest or licence to, in or under any IPR in the Documents other than a licence to use them in accordance with these terms. This licence may be withdrawn at any time without notice.
4.2 The User shall give and allow POPAI to have exclusive and absolute control over the conduct of any legal dispute or proceedings by or against any third party to the extent that it concerns or relates to: (i) Any POPAI Trademark; (ii) Any IPR in the Documents; or (iii) Any actual or alleged infringement of any IPR by POPAI, the Documents, or their use. This includes the decision whether to start, defend, continue or settle any such legal action.
5 IPR INDEMNITY
If the User uses the Documents in breach of these terms, it shall indemnify POPAI in respect of any liabilities, costs and expenses which it suffers or incurs in connection with any claims or demands by any third party based on the actual or alleged infringement of any third-party IPR, including any payments POPAI reasonably makes in settlement of such claims.
6 THIRD PARTY CLAIMS GENERALLY
6.1 If the User becomes aware of any claim or demand against it or any of its affiliates which is likely to give rise to a claim against POPAI, it shall immediately notify POPAI and promptly provide (and continue to provide) as much information as possible.
6.2 The User shall indemnify POPAI on demand in respect of all loss, damage, costs and expenses which it suffers or incurs in connection with any third-party claims or demands as a consequence of any breach of these terms by the User, including any payments POPAI reasonably makes in settlement of such claims or demands. The User is liable to pay such loss, damage, costs and expenses under these terms even if it would not otherwise be liable for them (including by reason of the allocation of the case to the court’s small claims track or fast track) and its liability is to be assessed on the "indemnity basis" rather than the "standard basis".
7 EXCLUSIONS AND RESTRICTIONS OF SUPPLIER’S LIABILITY
7.1 POPAI will not be liable for any of the following:
(a) Indirect or consequential loss or damage;
(b) Wasted expenditure;
(c) Loss or damage of or to reputation, goodwill, business, revenue, profit or expected savings.
7.2 POPAI will not be in breach of contract, or liable in any way whatsoever, for failing to discharge any obligation a court may determine it has (whether on time or at all) to the extent that the failure is a consequence of any cause that is beyond its reasonable control or the User’s failure to discharge any of its obligations on time or at all.
7.3 POPAI’s total liability for all loss, damage, costs and expenses resulting from, arising out of, or relating to, the Documents is limited to £250. When applying this limit, any liability that is unrestricted by virtue of clause 7.5 is to be taken into account first, so that POPAI’s liability for all other loss, damage, costs and expenses may be reduced or even extinguished.
7.4 The exclusions and restrictions of POPAI’s liability set out in this clause 7 cover all loss, damage, costs and expenses of the kind described in them no matter what the legal basis for its liability (including its liability under any indemnity in these terms, its liability for breach of contract, and its liability in tort), even if they result from its negligence or from other negligence for which it would otherwise be liable.
7.5 These terms do not affect or restrict any right or remedy which the User might have, or any liability which POPAI might have, for any of the following: (i) Personal injury resulting from negligence, whether or not it results in death; (ii) Any breach of any term implied by section 2 of the Supply of Goods and Services Act 1982; (iii) Fraud, fraudulent statements and fraudulent misrepresentations.
7.6 The User agrees that the restrictions on POPAI’s liability contained in these terms are fair and reasonable because the Documents are made available free of charge (which reflects the inclusion of these restrictions) and because its liability might otherwise be grossly disproportionate. The User confirms and warrants that POPAI’s restricted liability remains adequate and sufficient for its purposes and shall arrange its own insurance cover for any losses which are not recoverable from POPAI.
8 TERMINATION
8.1 POPAI may terminate the Agreement and/or prevent the User from accessing or using the Documents if the User breaches any of these terms or uses the Documents in any way which, in POPAI’s reasonable opinion, is in breach of these terms.
8.2 Nothing in these terms affects any right to terminate the Agreement which POPAI has at law.
9 GENERAL TERMS
9.1 Only a written variation explicitly referring to this clause 9.1 and signed by both parties will vary these terms or the Agreement.
9.2 A party shall not claim that anything other than an explicit written waiver signed by the other party is effective to waive any breach of these terms or the Agreement, or any right or remedy which the other party has in respect of that breach.
9.3 POPAI may freely assign the benefit of the Agreement to any person. The User may not and shall not assign the benefit of the Agreement to any person.
9.4 Only the parties may enforce any provision of the Agreement, and they do not need any third party’s consent before varying or terminating it.
9.5 These written terms set out in this document form the whole agreement between the parties concerning the Documents and any matter touched upon in these terms, and each party acknowledges, confirms and warrants that in deciding to enter into the Agreement it has not relied on anything that is not set out in, or explicitly referred to in, these written terms.
9.6 English law governs every aspect of the Agreement, including its formation, construction and effect, and the English courts have exclusive jurisdiction over any dispute (contractual or otherwise) which relates to it, the parties’ performance of it, or the Documents.
10 INTERPRETATION
The following rules of interpretation apply throughout these terms:
‘IPR’ includes trademarks, copyrights and rights relating to databases, designs and confidential information;
‘party’ means an original party to the Agreement and its permitted successors and assigns;
‘person’ includes an individual, a partnership and a corporation of any kind, no matter where in the world he or it is resident, domiciled, incorporated or established;
‘POPAI Trademark’ means each of the trademarks "POPAI" and "SUSTAIN";
‘shall’ denotes an obligation;
‘staff’ means, in relation to a party, any individual serving, representing, or working or acting for or on behalf of that party, whether as a director or other officer, as an employee, worker, apprentice, contractor or advisor, or otherwise;
‘third party’ means any person who is not a party;
‘writing’ includes emails;
Examples following the words "including", "in particular", and related terms, and examples preceding the word "other" are mentioned for certainty or emphasis but do not restrict the scope of that or any other provision in any way at all;
A reference to the doing or undertaking of an act, action, activity or course of conduct includes a reference to attempting, authorising, permitting or suffering it, and an obligation to refrain from an act, action, activity or course of conduct includes an obligation not to attempt, authorise, permit, agree to, assist or encourage it;
The use of a particular tense does not restrict the application or effect of these terms to any given time or period and unless the context requires otherwise: a reference to an agreement or document is to that agreement or document as it may be varied or novated from time to time; a reference to an action or the exercise of any right is to the carrying out of such action and the exercise of such right from time to time; a reference to a statute, statutory provision or subordinate legislation is to that statute, statutory provision or subordinate legislation as it is in force from time to time, taking account of any amendment or re-enactment from time to time and any subordinate legislation made under it from time to time;
Unless the context requires otherwise, the singular includes the plural, the plural includes the singular, and any gender includes all genders.