Terms and Conditions of Supply
This page (together with our terms of website use and any other documents referred to in them) sets out the terms and conditions on which we supply any of the Products and/or Additional Services (as defined below) listed on our website www.cleanenergypipeline.com (our Site) to you (you or Licensee). Please read these terms and conditions carefully before ordering any Products and/or Additional Services from our Site. You should understand that by logging in as a registered user of our Site you agree to be bound by these terms and conditions.
You should print a copy of these terms and conditions for future reference.
1. Information about us
www.cleanenergypipeline.com is operated by Venture Business Research Limited (We or VBR). We are registered in England and Wales under company number 5663936 and have our registered office at 18 King William Street, London EC4N 7BP. Our VAT number is GB 323245532.
2. Interpretation and Definitions
In these terms and conditions the following words and phrases shall have the following meaning unless the context requires otherwise:
|Additional Services||means products provided by us to you which do not form part of the Products and which are detailed in a Work Order;|
|Commencement Date||means the date upon which you first use the log in details and password provided to you by VBR;|
|Fees||means the fees agreed between you and VBR relating to the provision of the Products and/or Additional Services by us to you as documented in a fee note sent to you by VBR;|
|Products||means VBR’s Clean Energy Pipeline services;|
|Retail Prices Index||means the retail prices index as published by the Office for National Statistics from time to time or, failing such publication, such other index as VBR reasonably considers to most closely resembles such index; and|
|Work Order||means a work order for the provision of Additional Services by VBR to you substantially in the form set out in the Schedule.|
3. Services and Licence
3.1. In consideration for the Fees, we hereby agree to provide the Products and, where applicable, the Additional Services to the Licensee. Furthermore, VBR hereby grants to the Licensee a nonexclusive, non-transferable, revocable licence, with no right to sub-licence, to access and use the Products and, where applicable, the Additional Services from the Commencement Date until termination of this Agreement in accordance with clause 6.
3.2. The Licensee may use the Products and, where applicable, the Additional Services only for its legitimate business purposes and only in accordance with the provisions of these terms and conditions and our terms of website use.
4. Additional Services
VBR may agree, at its sole discretion, to provide you with Additional Services. The Additional Services shall be provided upon terms to be agreed between you and VBR and shall be set out in a Work Order. In the event of conflict between the terms set out in a work order and the terms and conditions contained herein, the terms contained in the Work Order shall prevail.
5.1. Any invoices rendered by VBR shall be paid in full by the Licensee without any deduction, whether by way of set-off, counterclaim or otherwise. Any sums referred to in this Agreement or any invoice is exclusive of VAT or other similar duties which shall be paid by the Licensee at the then prevailing rate.
5.2. The Licensee shall pay the Fees, and any and all other charges which fall due under this Agreement to VBR.
5.3. Any invoices rendered by VBR shall be paid within 15 days of the date thereof, and interest shall accrue on any overdue amounts whether before or after judgment from the due date for payment until payment is received by VBR in the form of cleared funds at the rate of 4% above the base rate from time to time of HSBC Bank Plc except where there is a bona fide dispute.
5.4. The Licensee acknowledges that the cost to VBR of providing the Products may change from time to time, and that VBR shall retain the right to modify from time to time the Fees by giving the Licensee not less than 30 days notice in writing, with such modification in Fees to take effect on the next anniversary of the Commencement Date. In the event that the Licensee does not wish to continue to receive the Products with such modification to the Fees taking effect then it should give notice to VBR in accordance with the provisions of clause 6.
5.5. VBR may increase the Fees without notice on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12 month period. The first such increase shall take effect following the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index at the beginning of the last month before each anniversary of the Commencement Date.
5.6. Without prejudice to its other rights and remedies in these terms and conditions, in the event that any of the Fees are outstanding (whether demanded or otherwise) for more than 30 days from the due date for payment thereof then VBR shall have the right to suspend or otherwise disable the Products and/or Additional Services and the Licensee’s access to it.
6. Term and Termination
6.1. The terms and conditions contained herein shall commence on the Commencement Date and shall continue thereafter subject to any prior termination in accordance with this clause.
6.2. Either party may terminate these terms and conditions by giving the other at least 30 days prior written notice (such notice to expire on an anniversary of the Commencement Date).
6.3. Either party may terminate these terms and conditions forthwith by written notice to the other in the event that the other party:
6.3.1. commits any material breach of these terms or conditions and, in the case of a breach capable of being rectified, fails to rectify the breach within 30 days of receipt of a written notice specifying the breach and requiring its rectification (and for the avoidance of doubt, a failure by the Licensee to pay any or all of the Fees on their due date, whether demanded or not, shall constitute a material breach of these terms and conditions); or
6.3.2. becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a private limited or public limited company, or equivalent organisation) enters into compulsory or voluntary liquidation or amalgamation or administration (other than for the purposes of a bone fide reconstruction or amalgamation without insolvency) or has a receiver or manager or administrative receiver appointed over the whole or substantially the whole of its undertakings or if any distress or execution shall be threatened or levied upon any equipment and or software or other property of the other party, or if the other party is unable to pay its debts or if anything analogous to the above occurs in any jurisdiction throughout the world.
6.4. THIS CLAUSE SHALL APPLY TO INDIVIDUAL CONSUMERS ONLY WHO ARE NOT PURCHASING THE PRODUCT ON BEHALF OF A BUSINESS OR ORGANISATION. In the event that you wish to cancel your subscription to the Product and/or Additional Product you shall have a period of 7 (seven) days from the Commencement Date to notify us of your wish to cancel the subscription and be refunded for any subscription monies received by us.
6.5. Immediately upon termination (howsoever arising) the Licensee shall cease to use the Products and/or Additional Services and shall, unless otherwise required in writing by VBR) purge, expunge or delete from its systems (or destroy, if in printed form) all copies of the Products and/or Additional Services, or other copyright works receive, transferred, stored, adapted or modified during the term of these terms and conditions and furnish VBR, upon request, with a certificate attesting to its compliance with this clause 6.5.
7. Your Status
By placing an order through our site, you warrant that:
- You are legally capable of entering into binding contracts; and
- You are at least 18 years old.
8. Our liability
8.1. The material displayed on our Site is provided on an “as is” basis without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:
8.1.1. all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
8.1.2. any liability arising from or in connection with any incompatibility of the Site and, where appropriate, the Products and/or Additional Services with any of your equipment, software or telecommunications links;
8.1.3. any liability arising from or in connection with any technical problems including errors or interruptions of the Site and, where appropriate, the Products and/or Additional Services;
8.1.4. any liability arising from or in connection with any unsuitability, unreliability or inaccuracy of the Site and, where appropriate, the Products and/or Additional Services; and
8.1.5. any liability arising from or in connection with any inadequacy of the Site and, where appropriate, the Products and/or Additional Services to meet your requirements.
8.2. We shall not be liable for any direct, indirect or consequential loss or damage incurred by any user in connection with our Site and, where appropriate, the Products and/or Additional Services or in connection with the use, inability to use, or results of the use the same or any websites linked to our Site and any materials posted on it, including, without limitation any liability for loss of income, revenue, business, profits, contracts, anticipated savings, data and/or goodwill nor any loss for wasted management or office time or any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
8.3. This clause 8 does not affect either party’s liability for death or personal injury arising from negligence, fraud, fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
9. Written communications
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our Site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to Venture Business Research Limited at [email protected] We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 9 above. Notice will be deemed received and properly served immediately when posted on our Site, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in thecase of an e-mail, that such email was sent to the specified e-mail address of the addressee.
11. Transfer of rights and obligations
11.1. The contract between you and us is binding on you and us and on our respective successors and assigns.
11.2. You may not transfer, assign, charge or otherwise dispose of your rights and/or obligations hereunder without our prior written consent.
11.3. We may transfer, assign, charge, sub-contract or otherwise dispose of our rights and/or obligations hereunder at any time during the term of these terms and conditions.
12.1. If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
12.2. A waiver by us of any default shall not constitute a waiver of any subsequent default.
12.3. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 10 above.
If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
14. Entire Agreement
14.1. These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
14.2. We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
14.3. Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
15.1. We reserve the right to vary these terms and conditions from time to time without prior notice. However, where we vary our terms and conditions we will use our reasonable endeavours to post a notice of this on our Site.
15.2. Prices and availability information on our Site and, where appropriate, Products and/or Additional Services are subject to change without notice.
15.3. All updates to our Site and, where appropriate, Products and/or Additional Services are immediately subject to these terms and conditions and the terms of website use. Your continued use of our Site and, where appropriate, Products and/or Additional Services constitutes your continued acceptance to all such notices, terms of website use and these terms and conditions as modified.
16. Law and jurisdiction
The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our Site. These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
17.1. We shall not be liable to you, for any loss or damage which may be suffered by you which has been caused by any event beyond our reasonable control including without limitation any power failure and the actions of any third party (including but not limited to internet service providers and users) upon whom we or you may rely in respect of the provision of our Site and, where appropriate, Products and/or Additional Services.
17.2. Any failure by us to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.
17.3. If any provision of these terms and conditions is found to be invalid by any court of competent jurisdiction, the invalidity of that provision shall not affect the validity of the remaining provisions of these terms and conditions, which shall remain in full force and effect.
17.4. A person who is not a party to these terms and conditions shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions.
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