1.1. These terms and conditions (the Terms and Conditions) shall apply to the provision of the Services by BSI to the Customer.
1.2. In the event of a conflict between these Terms and Conditions and the Order Form, the Order Form shall prevail.
In these Conditions, the following terms shall have the following meaning:
2.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the following meanings:
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documents.
BSI: BSI Standards Limited.
BSOL: the British Standards Online service which allows the Customer to access over 90,000 British and international standards documents, with search, browse, and email alerting features.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Compliance Navigator: an online service that enables the Customer to manage medical device compliance with standards, EU and US regulatory information, and guidance.
Customer: : the organisation to whom BSI provides the Services
Customer Data: the data provided by the Customer for the purpose of facilitating the use of the Services.
Data Protection Legislation: means:
Documents: the documents made available to the Customer by BSI through the Services in relation to the Product subscribed to, inclusive of any Dynamic Documents.
Dynamic Documents: any document produced in Eurocodes PLUS by Authorised Users adding their own data including, but not limited to, document comments and notes.
Effective Date: as detailed in the Order Form.
Eurocodes PLUS: an online subscription tool that makes it faster and easier to work with the Eurocodes documents and related content set - for structural design projects, containing standards, expert guidance and advanced features.
Initial Subscription Term: as set out in the Order Form.
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Order Form: the document (in respect of which these Terms and Conditions form part) completed at the time of purchase containing Customer specific information, such as the Subscription Fees and Initial Subscription Term.
Personal Data: has the meaning given to it in the Data Protection Legislation and includes any personal data Authorised Users may provide during the Service registration process.
Processing: has the meaning given to it in the Data Protection Legislation.
Products: BSOL, Compliance Navigator or Eurocodes PLUS, as applicable.
Renewal Period: the period described in clause 11.1.
Services: the subscription services provided by BSI to the Customer under these Terms and Conditions via a Product.
Subscription Agreement: means the agreement between the Customer and BSI for the provision of the Services as set out in these Terms and Conditions and the Order Form.
Subscription Fees: the subscription fees payable by the Customer to BSI for the User Subscriptions, as set out in the Order Form.
Subscription Term: has the meaning given in clause 12.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
User Guide: the user guide and related documents designed to assist the Customer to use the Services.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 7.1 which entitle Authorised Users to access and use the Services and the Documents in accordance with these Terms and Conditions in relation to the specific Product purchased.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network.
2.2. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
3.1. Subject to the Customer purchasing the User Subscriptions in accordance with these Terms and Conditions, BSI hereby grants to the Customer a non-exclusive, revocable, non-transferable right, without the right to grant sub licenses, to permit the Authorised Users to use the Services and the Documents during the Subscription Term solely for the Customer's internal business operations.
3.2 BSI will ensure that the Customer can access the Products either by issuing the Customer a password or the means to self-register to receive the Services.
3.3 In relation to the Authorised Users, the Customer undertakes that:
3.4 The Customer shall not:
3.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify BSI.
3.6 The Customer acknowledges that neither they nor any Authorised Users have any ownership rights conferred upon them whatsoever in respect of the Products or Documents.
4.1. BSI shall, during the Subscription Term, provide the Services and make available the Documents to the Customer on and subject to these Terms and Conditions.
4.2. BSI shall use reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
5.1. As between the parties, the Customer shall own all right, title and interest in and to all of the Customer Data.
5.2. This clause 5.2 applies to Eurocodes PLUS only. The Customer grants BSI an irrevocable, unlimited and royalty-free licence to use any Customer Data provided.
5.3. Each party warrants that for the purposes of these Terms and Conditions it:
6.1. BSI undertakes that the Services will be performed with reasonable skill and care. BSI:
7.1. The Customer shall pay the Subscription Fees to BSI for the User Subscriptions, which are non-refundable in accordance with this clause 7 and the Order Form.
7.2. The Customer shall pay the Subscription Fees within 30 days from the date of the invoice.
7.3. If BSI has not received payment within 30 days of the due date, without prejudice to any other rights and remedies:
7.4. The Subscription Fees do not include, and the Customer is solely responsible for, all applicable taxes including: value added tax and other sales taxes.
7.5. BSI shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 60 days' prior notice to the Customer and the Order Form shall be deemed to have been amended accordingly.
7.6. The Customer shall only be entitled to decrease the Services or User Subscriptions by providing BSI with notification, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period,
8.1. The Customer acknowledges and agrees that BSI and/or its licensors own all intellectual property rights in the Services and the Documents. Except as expressly stated herein, these Terms and Conditions do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documents.
8.2. BSI may impose whatsoever security measures it reasonably deems appropriate to ensure compliance with the Terms and Conditions, including but not limited to covert and overt copy-detection; licence awareness technology and encoding of requestor/user information in printed and electronic formats. Any attempt to circumvent such access restrictions or any other of BSI's security measures will be considered a material breach of these Term and Conditions.
8.3. This clause 8.3 applies to Eurocodes PLUS only Where the Services allows, the Customer confirms to BSI and shall procure that each Authorised User confirms both to the Customer and BSI as follows:
8.4. The Customer acknowledges that the following restrictions apply in respect of each Product:
8.5. The Customer may make a reasonable number of copies of the User Guide, provided all such copies include all legends, copyright and other proprietary notices that appear on the original User Guide.
8.6. BSI may use software, programs or access management tools to verify the Customer’s compliance with the Subscription Agreement.
9.1. Each party may be given access to confidential information from the other party in order to perform its obligations under these Terms and Conditions. A party's confidential information shall not be deemed to include information that:
9.2. Subject to clause 9.3, each party shall hold the other's confidential information in confidence and not make the other's confidential information available to any third party, or use the other's confidential information for any purpose other than the implementation of these Terms and Conditions.
9.3. A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
9.4. The content of this clause 9 shall survive termination of the Subscription Agreement, however arising.
10.1. Except as expressly and specifically provided under these Terms and Conditions:
10.2 Nothing in these Terms and Conditions limits any liability which cannot legally be limited, including, but not limited to, liability for:
10.3 Subject to clauses 10.1 and 10.2:
10.4 BSI is not aware of any inherent risk of viruses in the pdf files forming the Documents at the time they are downloaded. BSI has exercised due diligence to ensure, so far as practicable, that such files do not contain such viruses.
10.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 and 4 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms and Conditions.
10.6 This clause 10 shall survive termination of the Subscription Agreement.
11.1. The Subscription Agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and continue for the Initial Subscription Term and, thereafter, shall automatically renew for a successive renewal term equal to the Initial Subscription Term, but in no event less than 12 months (each a Renewal Period), unless either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Subscription Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period.
11.2 Without affecting any other right or remedy available to it, either party to the Subscription Agreement may terminate it with immediate effect by giving written notice to the other party if:
11.3 BSI may immediately terminate or suspend any or all of the Documents and/or Services without notice if:
11.4 Without affecting any other right or remedy available to it, BSI may terminate the Subscription Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under these Terms and Conditions, within 30 days of receiving an invoice.
11.5 In addition to any of the remedies available to BSI at law or in equity, if BSI determines that the Customer has allowed or permitted access to the Services in violation of these Terms and Conditions, it may terminate, suspend, restrict or limit access to the Services and/ or Documents or require additional user registration or authentication information.
11.6 Notwithstanding any termination or suspension of the Subscription Agreement in relation to all or any part of the Documents or Services, all Terms and Conditions of the Subscription Agreement will continue to apply to any Documents or Services not so terminated, and in particular, but without limitation, the Customer shall not be relieved from any liability incurred prior to such termination or suspension, or for payment for any Documents or Services not affected by any such termination or suspension.
11.7 On termination of the Subscription Agreement:
11.8 Termination of the Subscription Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Terms and Conditions which existed at or before the date of termination.
11.9 If BSI terminates the Subscription Agreement for the Customer's breach under clauses 11.2 or 11.3 above, then, in addition to any other remedies BSI may have at law or in equity, the Customer must pay to BSI within 30 days of termination, a cancellation fee equal to 75% of the Subscription Fee which the Customer acknowledges is an administrative fee to cover BSI's expenses and not a penalty.
BSI shall have no liability to the Customer under these Terms and Conditions if it is prevented from or delayed in performing its obligations under these Terms and Conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of BSI or any other party), failure of a utility service or transport or IT or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm provided that the Customer is notified of such an event and its expected duration.
No variation of the Subscription Agreement shall be effective unless it is in writing and signed by the parties.
No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.1. If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions.
16.1. The Subscription Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2. Each party acknowledges that in entering into the Subscription Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Subscription Agreement.
17.1. The Customer shall not, without the prior written consent of BSI, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions, such consent may be withheld in BSI's sole discretion and subject to any necessary recalculation of the Subscription Fees.
17.2. The Customer shall not grant affiliates, subsidiaries or successors-in-interest any right to use the Documents or Services without the prior written consent of BSI, which may be withheld at BSI's sole discretion, and subject to any necessary recalculation of the Subscription Fees.
17.3. BSI may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Subscription Agreement.
Nothing in these Terms and Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
These Terms and Conditions do not confer any rights on any person or party (other than the parties to these Terms and Conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
20.1. Any notice required to be given under these Terms and Conditions shall be in writing and shall be delivered by hand or sent by post or email to the other party at its address set out in these Terms and Conditions or specified in the Order Form, or such other address as may have been notified by that party for such purposes during the Subscription Term.
20.2. A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent email shall be deemed to have been received at the time of transmission (as shown by the time sent in respect of an email).
These Terms and Conditions and any dispute or claim arising out of or in connection with it or its 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.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).No variation of the Subscription Agreement shall be effective unless it is in writing and signed by the parties.
Any enquiries relating to these Terms and Conditions should be addressed to:
BSI
Licensing Department, BSI Standards Limited
389 Chiswick High Road, London W4 4AL
Tel: +44 (0) 20 8996 7070
Email: copyright@bsigroup.com