1. Definitions
1.1 Company: Refers to Market Focus Research Ltd which is a limited company registered in England and Wales, trading as CASME.
1.2 Services: Refers to the range of activities and deliverables offered by the Company, including, but not limited to, the organisation of meetings, participatory events and benchmarking, as well as the creation and delivery of Content via the Resource Centre or other platforms.
1.3 Content: Refers to specialised reports, analyses, notes, recordings, and any other types of material created, compiled, or otherwise generated by the Company.
1.4 Registered User: Refers to any individual who is authorised to access Services and/or Content under a Subscription or other formal agreement.
1.5 Subscription: Refers to one of the mechanisms enabling Registered Users to access specified Services and/or Content for a predetermined period.
1.6 Member: Refers to any Registered User and to any entity that has entered into a Subscription or other formal agreement with the Company for access to Services and Content.
1.7 Subscription Start Date: Denotes the mutually agreed upon date when a Subscription becomes active.
1.8 Subscription Period: Defines the fixed period for which access to Services and/or Content is granted under a Subscription.
1.9 Service Tier: Refers to a defined selection of Services and Content made available to Registered Users under a Subscription or other formal agreement.
1.10 Subscription Fee: Refers to the monetary amount payable by the Member to the Company for a Subscription, as detailed in the Accepted Quotation. The fee may be subject to additional local or value-added taxes.
1.11 Payment Terms: Specifies the conditions under which the Subscription Fee and any other charges are to be paid by the Member, including the payment schedule and accepted methods of payment. Payment Terms are outlined in the Accepted Quotation or any equivalent agreement between the Company and the Member.
1.12 Accepted Quotation: Refers to a formal document provided by the Company and accepted by the Member, which outlines key elements such as the Service Tier, number of Registered Users, Subscription Start Date, Subscription Period, Subscription Fee amount and Payment Terms.
1.13 Resource Centre: Refers to the Company’s secure online portal where the Content and Services may be accessed.
1.14 Fair Use Limits: Denotes the limits set by the Company for accessing and downloading Content from available platforms, including the Resource Centre. These Fair Use Limits are subject to review and may be amended by the Company at its sole discretion.
2. Scope of Agreement: These terms and conditions apply to any Member that gains access to Services and/or Content, whether by means of a Subscription or any other access mechanism. The Accepted Quotation, or any equivalent document mutually agreed upon by the Company and the Member, serves as the basis for the agreement between the Company and the Member. By accessing the Services and/or Content, the Member agrees to be bound by these terms and conditions. The most current version of these terms and conditions will govern the Member's use of Services and Content.
3. Fees and Payment
3.1 Fees: All fees quoted are exclusive of local and value-added taxes, which will be charged in accordance with local regulations.
3.2 Non-Payment: If the agreed fees are not paid within the payment terms as set out in the Accepted Quotation, the Company reserves the right to restrict access to Services and Content until payment is received.
4. Cancellation and Renewal
4.1 Cancellation: A Member may cancel their subscription at any time. However, refunds will not be provided for any unused portion of the subscription. In the event that a Member cancels their Subscription before the Subscription Fee has been paid, the Subscription Fee remains payable in full.
4.2 Renewal: If a Subscription is not renewed at the end of the Subscription Period, the Member’s Subscription and all associated access to Services and Content will be terminated.
5. Confidentiality: Members must not disclose the Content to any third parties at any time without the prior written authorisation of the Company. The Company will similarly maintain confidentiality regarding any data provided by the Member. Penalties or consequences for breach of this confidentiality will be subject to the sole discretion of the Company.
6. Fair Use and Exclusions: Fair Use Limits will be employed to monitor access to and downloading of Content. These Fair Use Limits are subject to review and may be amended by the Company at its sole discretion. The Company reserves the right to suspend or limit access to the Resource Centre if these limits are exceeded. Members will be excluded from participating in any events or having access to Services and Content on topics that relate to their own products and services i.e. where they are the supplier.
7. Intellectual Property and Ownership: Some Content includes information provided by Members at participatory events or collected through surveys or other activities. The Company will use this information solely for the purposes of creating Content, providing the Services, and enhancing the Membership experience. The Member irrevocably licenses the Company to use, in an anonymised form, all information and data provided by them as a Member. All Content remains the intellectual property of the Company. Members are granted a non-exclusive, non-transferable license to use the Content solely for internal business purposes. Any other use, reproduction, or distribution of the Content is strictly prohibited without the prior written consent of the Company. All rights not expressly granted herein are reserved by the Company.
8. Data Protection: In accordance with General Data Protection Regulations (GDPR), the Member serves as the Data Controller and engages the Company as its Data Processor for the personal data of its employees, representatives, or other associated individuals. The Company only stores and processes personal data for the legitimate purpose of providing Subscription Services to the Members and undertakes appropriate security measures to protect this data.
9. Liability and Warranties: The Services and Content are provided "as is" and are intended for informational purposes only; they do not constitute professional advice. Members should consult with qualified professionals before making any business or financial decisions. The Company shall not be liable for any consequential, incidental, or direct damages, including but not limited to loss of profits, arising out of or in connection with the use, or inability to use, the Services and Content. The total liability of the Company shall not exceed the amount of the Subscription Fee paid by the Member. While the Company strives for accuracy, it makes no warranties, express or implied, regarding the quality, accuracy, timeliness, completeness, performance, or fitness for a particular purpose of the Services or Content.
10. Dispute Resolution:
10.1 Initial Attempt for Resolution: In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognising their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.
10.2 Arbitration: Should the initial attempt for resolution fail, the parties agree to resolve the dispute through binding arbitration under the arbitration laws of England and Wales. The parties further agree that any arbitration proceeding will be conducted by a single arbitrator mutually agreed upon by the parties or appointed by a recognised arbitration body under its rules.
10.3 Jurisdiction: The arbitration shall take place in England and Wales, and both parties agree to be bound by the jurisdiction of its courts.
10.4 Costs: Unless otherwise agreed, each party shall bear its own costs in the arbitration procedure. The costs of the arbitrator shall be borne equally by both parties unless otherwise agreed or determined by the arbitrator.
10.5 Exclusions: Disputes relating to intellectual property rights, confidential information, or non-payment of fees are excluded from this dispute resolution clause and may be pursued through legal action.
11. Governing Law and Amendments: This agreement is governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales. The Company reserves the right to amend these Terms and Conditions at its sole discretion. Any such changes will become effective upon the posting of the revised Terms and Conditions on the Company's website, Resource Centre, or other official communication channels. Members are responsible for regularly reviewing these terms and conditions to stay informed of any updates.
(Updated: 2023-11)