Welcome to Stallard Kane Associates

Terms and Conditions

 

The Order Form and these written terms constitute the entire agreement ('this Agreement') between Stallard Kane Associates Ltd and the Subscriber concerning the Services and the Service Content. Any terms (whether conditions, warranties or other terms) which would otherwise be implied (whether by statute, common law, custom, course of dealings, or the Subscriber's circumstances) are excluded.The Order Form and these written terms constitute the entire agreement ('this Agreement') between Stallard Kane Associates Ltd and the Subscriber concerning the Services and the Service Content. Any terms (whether conditions, warranties or other terms) which would otherwise be implied (whether by statute, common law, custom, course of dealings, or the Subscriber's circumstances) are excluded.

The meanings of defined terms used in this Agreement are set out at Clause 12.

 

1 THE SERVICES

1.1 Stallard Kane Associates Ltd will provide the Services to the Subscriber. 

1.2 Stallard Kane Associates Ltd shall use reasonable endeavours to deliver the Services on or as soon as reasonably practicable after the Start Date, but time is not of the essence and the Company has no liability for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of any delay.

1.3 It shall be the obligation of the Subscriber to notify Stallard Kane Associates Ltd of any changes to the address/es set out on the order form and the Company shall not be liable for any loss, damage, costs or expenses resulting from the failure by the Subscriber to notify Stallard Kane Associates Ltd of any such change. 

1.4 Where the Services involve the supply of physical media (including CD-ROMs and operating manuals), it remains Stallard Kane Associates Ltd.'s property. Risk in such items passes to the Subscriber upon its receipt of those items, and the Subscriber shall promptly notify Stallard Kane Associates Ltd if any is lost or damaged. 

1.5 Where the Services are online services, Stallard Kane Associates Ltd will deliver them by making them available to the Subscriber via the Internet by granting the Subscriber facilities for accessing them (including accounts, permissions and passwords) at the addresses set out on the Order Form unless otherwise agreed by the parties. 

1.6 Stallard Kane Associates Ltd will not deliver any documentation until the Subscriber has paid the relevant fees. 

1.7 Stallard Kane Associates Ltd reserves the right to change the nature, content and look-and-feel of the Services without prior notice. In particular, Stallard Kane Associates Ltd might change the Services and the Service Content for editorial reasons or if it ceases to have the right to include certain content. These changes could be substantial.  Stallard Kane Associates Ltd shall be the sole arbiter of any changes and what Service Content should or should not be included. 

1.8 Stallard Kane Associates Ltd reserves the right to withdraw any or all of the Services at any time at its discretion. If Stallard Kane Associates Ltd withdraws a Service, this Agreement will continue and Stallard Kane Associates Ltd.'s only liability to the Subscriber is to repay that proportion of any monies already paid by the Subscriber which relate to the Subscriber's use of that Service after its withdrawal. The Company has no liability for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of the withdrawal of the Services.

2 LICENCE

2.1 The Services, the Service Content and any passwords issued by Stallard Kane Associates Ltd are protected by copyright and other intellectual property rights. These rights are either owned by Stallard Kane Associates Ltd or are licensed to Stallard Kane Associates Ltd and the Subscriber will not acquire any rights or interests to or in any part of them. 

2.2 Stallard Kane Associates Ltd grants the Subscriber a non-exclusive, non-transferable licence to use the Services and the Service Content in the manner and to the extent set out in this Agreement, but not otherwise. 

2.3 Unless otherwise notified to the Subscriber (which includes notices and licence terms displayed or provided in the Order Form or as part of the Services or Service Content), the Services and the Service Content are provided to and licensed for use by the Subscriber on a world-wide basis for use in the course of the Subscriber's own business only and are not  to be used or relied upon by any third party. 

2.4 The Services and Service Content may include copyright notices and terms of access and use, issued by persons who own intellectual property rights in the Service Content. The Subscriber shall fully comply with those terms and notices. The reproduction of parts of the Service Content is also subject to restrictions imposed by third parties, and the Subscriber shall abide by all restrictions in force from time to time. These are described in the Services and/or the Service Content. 2.5 Where the Order Form restricts access to, or use of, the Services to particular or a maximum number of End Users and/or Sites, the Subscriber shall ensure that these restrictions are complied with unless and to the extent that greater access and use is expressly authorised in respect of any part of the Services.

2.6 The Subscriber may view, print out and copy text from parts of the Service Content into the Subscriber's own documents, provided that: 

(a) all copying, whether hard copy or electronic, complies with the stated copyright policy of the owner of the relevant Service Content

(b) no copies are made where this is expressly prohibited or the Service Content is presented in a read-only format;

(c) documents and other text is copied without changing the original meaning;

(d) the identity of the copyright owner(s) is clearly acknowledged in any document or other material in which the copied Service Content is reproduced

(e) each document or other material in which the copied Service Content is reproduced is only for use by the Subscriber in the course of its own business, and is not supplied (or otherwise made available) to any third party for re-use or re-sale.

(f) the Subscriber does not claim any intellectual property rights in the copied Service Content. 

2.7 The Subscriber may store only such electronic copies of the Service Content as are reasonably necessary in all the circumstances to enable it to make reasonable use of the Services in accordance with this Agreement. 

2.8 The Subscriber may not make any use of the Services or Service Content except as expressly authorised in this Agreement. In particular, the Subscriber shall not: 

(a) modify, alter or adapt the Services or the Service Content or any underlying software

(b) copy, disclose or otherwise use any part of the Service Content or any account or passwords issued to the Subscriber otherwise than as expressly permitted in this Agreement;

(c) translate or decompile any computer program in the Services or any website used for the delivery of the Services, nor combine or incorporate any such computer program with or in any other computer program;

(d) use the Services or the Service Content in the production of anything defamatory, blasphemous, fraudulent, obscene, lewd, or unlawful; or

(e) sell, assign, transfer, mortgage, lend or pass on to any person any of the Services or the Service Content, or purport to do so, or provide access to any of them or any copy of any of the Service Content.

2.9 The scope of the licence granted hereunder, including the number of licensed End Users and Sites, may be extended upon the Subscriber's written request (and Stallard Kane Associates Ltd's express written agreement to that request) and subject to the payment of additional charges to be agreed between the parties. Any extensions requested shall be granted at Stallard Kane Associates Ltd's absolute discretion and may be refused without giving reason.

 

3 SUPPORT

3.1 To the extent that appears to Stallard Kane Associates Ltd to be reasonably necessary, during the Initial Term Stallard Kane Associates Ltd will provide instruction in the operation and use of the Services.

3.2 Following delivery of the Services, at the request of the Subscriber Stallard Kane Associates Ltd shall provide advice and assistance by telephone or e-mail (at Stallard Kane Associates Ltd.’s option) concerning the use of the Services. This assistance will be available to the Subscriber between the hours of 8.00am and 5.00pm (UK time) Monday to Friday (excluding days which are Bank Holidays in England and 24th December to 3rd January inclusive in any year), via such telephone number or e-mail address as Stallard Kane Associates Ltd may notify to the Subscriber from time to time. Stallard Kane Associates Ltd shall use reasonable skill and care in providing advice and assistance but it does not give any assurance that it will be able to answer every question put to it.

3.3 If (but only if) the Subscriber is able to demonstrate that a reported problem is a Fault, and is not due to the way the Services are being accessed or used or to the computer resources used by the Subscriber, Stallard Kane Associates Ltd shall use reasonable endeavours to fix that Fault and shall provide the Subscriber with a workaround solution as soon as reasonably practicable. But Stallard Kane Associates Ltd does not give any assurance regarding the timely resolution of any such Faults, and the Company has no liability for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of any delay in providing a fix or workaround.

3.4 The Subscriber shall provide all information and assistance Stallard Kane Associates Ltd reasonably asks for when attempting to provide a fix or workaround for a Fault.

 

4 THE SUBSCRIBER'S OBLIGATIONS AND LIABILITIES

4.1 The provisions of this Clause 4 are in addition to any obligation or liability the Subscriber has under general law and the other terms of this Agreement.

4.2 The Subscriber shall comply with any terms of use or policies for reasonable or acceptable usage supplied with or attaching to the Services.

4.3 The Subscriber shall ensure that all End Users are employees of the Subscriber, are trained, competent and correctly authorised to use the Services, and that they do not do anything to put the Subscriber in breach of this Agreement.

4.4 The Subscriber accepts full responsibility and liability for the unauthorised use of the Services and Service Content by the End Users and its employees, and that which results from unauthorised access to facilities granted to the Subscriber.

4.5 The Subscriber shall permit and enable Stallard Kane Associates Ltd to transmit data and/or program files to the Subscriber's computer resources used for accessing the Services.

4.6 The Subscriber shall ensure that the computer resources and communications networks it uses to access the Services are adequate for that purpose.

4.7 Where Stallard Kane Associates Ltd has granted facilities for accessing the Services (including accounts, permissions and passwords), the Subscriber shall effect and maintain adequate security measures to restrict their use and shall prevent unauthorised use of the Services through the Subscriber's facilities, which it shall monitor regularly. In particular, the Subscriber shall ensure that End Users are aware of the terms of this Agreement and, where applicable, log out from the Services before they allow anyone else to use their terminal.

4.8 The Subscriber shall indemnify the Company, and keep it indemnified, against all claims and proceedings any third party makes or brings against the Company in connection with any of the following:

(a) the use by the Subscriber of the Services or the Service Content outside the terms of this Agreement or any content provider's terms of use which form part of the Service Content and/or have been notified to the Subscriber;

(b) the use of or reliance upon the Services or  the Service Content provided to the Subscriber by any person other than the Subscriber contrary to Clause 2.3;

(c) any processing of any personal information which is undertaken or authorised by the Subscriber, including any such processing by the Company;

(d) any information put in the Services by the Subscriber.

This indemnity includes the reimbursement of all costs (including legal costs on a solicitor and client basis) and expenses incurred by the Company in connection with any of these things, and of all money the Company pays to any third party on the order of any court or tribunal of competent jurisdiction or on the reasonable advice of its solicitors.

 

5 PAYMENT TERMS

5.1 Each year the Subscriber shall pay Stallard Kane Associates Ltd the Total Cost, and VAT at the applicable rate, on or before the Payment Date. If the Initial Term is longer than one year, the Payment Date for each year shall be the anniversary of the Start Date at the beginning of that year unless otherwise stated. No invoice shall remain unpaid for more than 28 (twenty-eight) days from its date of issue.

5.2 If more than one Payment Date is specified in the Order Form for each year, then:

(a) the Total Cost for each Stallard Kane Associates Ltd Service is payable on each Payment Date in the instalments specified or, if none are specified, in equal amounts (excluding VAT, which shall be subject to the provisions of Sub-Clause 5.2(c) below);

(b) At least 30 (thirty) days before the first Payment Date, the Subscriber shall deliver to Stallard Kane Associates Ltd a properly executed banker's direct debit mandate (in a form acceptable to Stallard Kane Associates Ltd) for payment of the instalments;

(c) each year the Subscriber shall pay Stallard Kane Associates Ltd the VAT on the Total Cost, on or before the first Payment Date;

5.3 If any payment remains unpaid for a period of in excess of seven (7) days following any Payment Date, then without prejudice to any other rights under this Agreement,

(a) Stallard Kane Associates Ltd is entitled to immediately seek payment of the full balance of the Total Cost together with payment of any sums already due and outstanding under this Agreement;

(b) Stallard Kane Associates Ltd shall be entitled to levy a late payment charge, payable at the following rates:

(i) £40 for each invoice less than £1000;

(ii) £70 for each invoice of £1,000 or greater, but less than £10,000;

(iii) £100 for any invoice of £10,000 or greater;

(c) Any discounts agreed shall not apply.

(d) Stallard Kane Associates Ltd shall be entitled (without prejudice to its other rights and remedies) to charge daily interest on any unpaid monies from the Payment Date until Stallard Kane Associates Ltd receives the monies in cleared funds, at a rate equal to eight per cent per annum above the base rate for the time being of Royal Bank of Scotland plc (or any higher rate permitted by applicable law) and to recover costs that are incurred on its behalf for collection of debts under this Agreement from the Subscriber; and

(e) Stallard Kane Associates Ltd shall be entitled to suspend the Subscriber's access to all or any Services until it receives in cleared funds the full balance of the Total Cost outstanding together with payment of any sums already due and outstanding under this Agreement. After it receives such cleared funds, if the Agreement is still in effect Stallard Kane Associates Ltd will reinstate the Services as soon as practicable.

5.4 The Subscriber shall be responsible for notifying Stallard Kane Associates Ltd of any change to the address to which invoices and other notifications should be sent in connection with this Agreement, and shall indemnify the Company against all loss, damage, costs and expenses it suffers or incurs in connection with the Subscriber's failure to do so.

5.5 Stallard Kane Associates Ltd reserves the right to increase the Total Cost with effect from the end of the Initial Term or an anniversary of that date by giving written notice at least 40 (forty) days' before the increase takes effect.

 

6 RESTRICTIONS ON THE Company'S LIABILITY

6.1 The Company is not responsible or liable for any failure of, or problems with, the Services (whether provided by Company or by a third party used or employed by Company) or their availability to the extent that such failure or problem is in any way connected with the Subscriber's use of any other resources which have not been expressly pre-approved by Stallard Kane Associates Ltd.

6.2 This Clause 6.2 applies to any service which is dependent on the correct functioning of any computer program.  The nature of computer programs is such that Stallard Kane Associates Ltd cannot give any assurance that the operation of the Service will be free from errors. The Subscriber acknowledges and accepts that there may be errors in the operation of the Service, and in computer programs comprised in the Service, and agrees that the Company has no liability for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of such errors.

6.3 The Services (whether provided by Company or by a third party used or employed by Company)  are for use only as an aid by persons with an understanding of all the issues involved, and the Company has no liability for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of any use of, or reliance on, the Services (whether provided by Company or by a third party used or employed by Company) or the Service Content by any person who does not have an understanding of all the issues involved.

6.4 The Services (whether provided by Company or by a third party used or employed by Company) are not a substitute for professional or legal advice. In particular, any Service in the nature of a telephone helpline only provides general information and guidance; it should not be treated as professional or legal advice or a professional or legal recommendation.  The Subscriber agrees to seek professional/legal advice as appropriate, and the Company shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of relying on the Services (whether provided by Company or by a third party used or employed by Company) or the Service Content (including but not limited to any information provided via the telephone helpline).

6.5 Where the Services (whether provided by Company or by a third party used or employed by Company) automatically generate bespoke results (including combinations of elements of the Service Content), Stallard Kane Associates Ltd is unable to review such results and does not give any assurance that such results will be complete, accurate, or appropriate. The Subscriber agrees to seek professional/legal advice as appropriate, and the Company shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of relying on any such results.

6.6 Any Service Content (including but not limited to Stallard Kane Associates Ltd Guides, Briefings and CPD notes and information provided as part of a telephone helpline) which relates to the interpretation or effect of any document (including any legislation, regulation, standard or code of practice) is intended only as an aid to help persons with an understanding of all the issues involved.  The Company shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of any person relying on that Service Content (including but not limited to any information provided via the telephone helpline).

6.7 Stallard Kane Associates Ltd exercises reasonable care and skill to reproduce third party material accurately, but it does not check that the information contained in that material is correct and the Company shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of any errors in, or omission from, any third party material except to the extent that it results from Stallard Kane Associates Ltd.’s negligent error.

6.8 Stallard Kane Associates Ltd regularly checks the presentation of the Service Content in the web-based services to ensure that it is accessible and well presented, but it does not check the reliability, suitability or any other quality of any product or service described in the Service Content, and no reference in the Service Content to any person, product or service is an endorsement or assurance by Stallard Kane Associates Ltd concerning any of these. The Company shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of using or relying on any such product or service.

6.9 Any opinion or express or implied statement or other representation expressed in the Service Content is the opinion of the author. (The term 'author' includes any individual providing information via a telephone helpline).  Stallard Kane Associates Ltd exercises its reasonable care and skill when appointing authors, and in expressing their opinions, statements and other representations in the telephone helpline and web-based services, authors also use their reasonable care and skill but the opinions, statements and other representations made by authors on the telephone helpline or in the web-based services are not those of the Company and should not be taken as being so. The Company shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of relying on the opinions, statements and other representations in any Service Content (including any telephone helpline), except to the extent it results from any opinions, statements or representations which are contrary to the intentions of the author due to Stallard Kane Associates Ltd.’s negligent error or which Stallard Kane Associates Ltd has expressly endorsed as its own.

6.10 Stallard Kane Associates Ltd exercises reasonable care and skill when appointing independent consultants to provide information via telephone help lines, but subject to this the Company shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of relying on that information.

6.11 Stallard Kane Associates Ltd exercises reasonable care and skill when appointing its own staff to provide information via telephone help lines but subject to this the Company shall have  no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of relying on that information.

6.12 Links in web-based versions of the Services (whether provided by Company or by a third party used or employed by Company) may take the Subscriber to websites controlled by third parties. The Company shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of visiting those websites or of using or relying on any information on those websites.

6.13 Stallard Kane Associates Ltd will determine what constitutes the Service Content in the web-based services.  It may include references to products, services, information or other materials which are no longer relevant, current or available. These are included for the Subscriber's benefit and convenience, but in each case it is the Subscriber's responsibility to determine the extent to which they remain valid or relevant. The Company shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of treating the Service Content as complete, exhaustive or up-to-date.

6.14 The results returned by any electronic search facility will not be monitored by Stallard Kane Associates Ltd, and Stallard Kane Associates Ltd does not give any assurance that any of the results will be complete, accurate or the most appropriate results for the search conducted. The Subscriber is responsible for assessing the results. The Company shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of relying on the search results being complete or appropriate.

6.15 Stallard Kane Associates Ltd shall use reasonable endeavours to display in the web-based services the most recent version of the Service Content supplied to it by third parties.  The Company shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of the Service Content not being up-to-date.

6.16 Stallard Kane Associates Ltd may withdraw any Service Content previously included in the web-based Services (whether provided by Company or by a third party used or employed by Company) for any reason. The Company shall have no liability whatsoever for any loss, damage, costs or expenses the Subscriber suffers or incurs as a result of the withdrawal of any Service Content.

6.17 The Company shall have no liability whatsoever for any indirect or consequential loss or damage the Subscriber suffers.

6.18 The Company shall have no liability whatsoever for any loss of, or damage to, any revenue, profit, anticipated savings, goodwill or reputation.

6.19 The Company shall have no liability whatsoever for or in connection with any loss of, or damage to, any data or computer program.

6.20 Stallard Kane Associates Ltd takes reasonable precautions to detect viruses and other harmful code in the Services (whether provided by Company or by a third party used or employed by Company), but the Subscriber is responsible for using its own procedures for detecting these and for protecting its systems and information against them. The Subscriber shall insure itself against any loss, damage, costs or expenses which the Subscriber might suffer or incur as a result of or in connection with any viruses or other harmful code. The Company shall have no liability whatsoever for any such loss, damage, costs or expenses.

6.21 Stallard Kane Associates Ltd shall be entitled to disable the web-based versions of the Services (whether provided by Company or by a third party used or employed by Company) in part or whole so as to enable it to undertake maintenance.  This will usually be outside of normal business hours (09:00 to 17:00 UK time). Stallard Kane Associates Ltd shall use reasonable endeavours to pre-notify planned maintenance work to the Subscriber where significant downtime is planned.

6.22 The Company shall have no liability whatsoever for any liability, loss, damage, costs or expenses which the Subscriber suffers or incurs in connection with any claim or proceedings brought against the Subscriber by any third party, except to the extent it relates to the proven infringement of that third party's copyright or database rights by Stallard Kane Associates Ltd.

6.23 The total aggregate liability of the Company for all loss, damage, costs and expenses the Subscriber suffers or incurs in connection with the Services (whether provided by Company or by a third party used or employed by Company), the Service Content, breaches of this Agreement or misrepresentations relating to any of the foregoing shall not exceed:

(a) Four times the Total Cost in relation to an event or series of connected events.

(b) One million pounds in total.

6.24 The exclusions and restrictions of liability set out in this Agreement cover liability on any legal or equitable basis for all loss, damage, costs and expenses of the kind described even if it is of a kind:

(a) which the Company had been advised could or will occur; or

(b) which in the circumstances would arise in the ordinary course of things; or

(c) was reasonably foreseeable at the date of this Agreement and/or the time of the relevant event or occurrence.

6.25 Except as expressly stated, the exclusions and restrictions of the Company's liability set out in this Agreement cover its liability in contract and tort for all loss, damage, costs and expenses of the kind described however it might arise, even if it results from Stallard Kane Associates Ltd's negligence or other negligence for which it or the Company would otherwise be liable.

6.26 As exceptions to all the other terms of this Agreement, the members of the Company do not exclude or restrict their liability (if any) for any of the following: (i) personal injury to any individual (whether or not it results in their death) resulting from negligence; (ii) fraud; (iii) fraudulent misrepresentation.

 

7 DATA PROTECTION POLICY

7.1 The Company may obtain information about the Subscriber, its End Users or other individuals connected with the Subscriber, including that submitted in the course of entering into this Agreement and information collected from the use of the Services by the Subscriber and End Users. The Subscriber (on behalf of itself and the End Users) authorises the Company to:

(a) process this information

(b) use it for marketing the Company's products and services to the Subscriber and to relevant individuals (including the End Users)

(c) pass this information to any third party used or employed by Company in order to provide the Services

(d) pass this information for auditing purposes to the licensors of any computer programs or Service Content included in the Services, third parties associated with the Services, and third parties who have websites with links to or from any website operated by Stallard Kane Associates Ltd (or a company associated with Stallard Kane Associates Ltd)

(e) monitor and record calls to calls to a telephone helpline for quality and training purposes

7.2 The Subscriber shall ensure that End Users who, directly or indirectly, provide personal data about themselves to Stallard Kane Associates Ltd, are aware of the provisions of this Clause 7 and have read the relevant privacy policy appearing on the Stallard Kane Associates Ltd website.

 

8 TERM AND TERMINATION

8.1 This Agreement starts on the Start Date and continues in force for the Initial Term and thereafter from year to year until terminated in accordance with this Agreement.

8.2 Stallard Kane Associates Ltd may terminate this Agreement forthwith at any time during or after the Initial Term by giving the Subscriber written notice if the Subscriber is in breach of any of the Agreement's terms.

8.3 Either party may terminate this Agreement without giving any reason by giving 30 (thirty) days notice in writing served by recorded delivery to terminate on the expiry of the Initial Term or, if the Initial Term has already expired, on an anniversary of the Start Date.

8.4 Either party may terminate this Agreement forthwith at any time during or after the Initial Term by giving the other written notice if the other party: (i) becomes the subject of a voluntary arrangement under

Breaking News

Gainsborough Office:
First Floor Offices, 11-23 Market St.
Gainsborough, Lincolnshire
DN21 2BL

Tel: 0845 838 7301
Fax: 0845 838 7302
 

Hull Office:
West 1, West Dock Street
Hull HU3 4HH

Tel: 0845 302 5453
Fax: 0845 838 7302
 

North West Office:
Hyde Park House, Cartwright Street
Newton, Hyde, Cheshire SK14 4EH

Tel: 0845 838 7303
Fax: 0845 224 9582
 

Birmingham Office:
2450 Regents Court The Crescent
Birmingham Business Park Solihull B37 7YE

 

London Office:
4th Floor, 86-90 Paul Street
London EC2A 4NE

Tel: 0207 111 0958