1 Our contract with you
1.1 These are the terms and conditions on which The Investment Association (referred to as “we”, “our”, “us”) supply our Subscription Services to Subscribers and IVIS Reports to Purchasers (your employer or anyone else you represent in using our Website, collectively referred to as “you”).
1.2 We will carry out our obligations under these Terms with reasonable skill and care.
1.4 These Terms will become binding on you and us once you have submitted a Registered Purchaser Form or a Subscription Form and we issue you with a written acceptance of an order at which point a contract will come into existence between you and us. Therefore, no contract will come into existence between you and us unless we have sent you written confirmation and acceptance of your order. If you have not received confirmation of receipt of your order for a period of 5 Business Days from placing the order please contact us on firstname.lastname@example.org.
1.5 If there is any defect with any Data or access to our Website:
(a) you shall contact us and tell us as soon as reasonably possible; and
(b) we shall make reasonable efforts to repair or fix any defect as soon as reasonably practicable.
1.6 Orders for Subscription Services or for IVIS Reports may only be cancelled by written notice to us not less than 30 calendar days before the initial provision of the Subscription Services or IVIS Reports. Any cancellation must be notified in writing by the person who placed the order to us at email@example.com. We cannot accept cancellations by telephone.
2 Price and Payment
2.1 The price of the Subscription Services or, where you are a Purchaser, the IVIS Reports, will be set out in an Invoice and at the time we confirm your order. We may change our prices at any time at our sole discretion without giving you notice. Price changes will not affect any orders that we have already accepted and confirmed to you
2.2 These prices include VAT. However, if the rate of VAT changes between the date of the Forms and the purchase of the Subscription Services or the IVIS Reports, We will adjust the rate of VAT that you pay, unless you have already paid for the Subscription Services or IVIS Reports in full before the change in the rate of VAT takes effect.
2.3 Where you are a Subscriber, full payment of the fees as set out in your Invoice must be made upon submission of the Forms to us. Please contact us on firstname.lastname@example.org if you would like a VAT invoice sent to your accounts department
2.4 Where you are a Purchaser, the payment for the IVIS Reports may be made by debit and credit cards, from our approved payment service providers, which will be debited on or after the day you make an order for an IVIS Report. Credit card details are collected over a secure link and an authorised amount verification is taken immediately. Access to the IVIS Report will be provided once the funds have cleared into our account.
3.1 You warrant to The Investment Association that the information you have provided to become a Subscriber or Purchaser is accurate, and that if you are a business user you are duly authorised to provide the information and use our Website (including that you are duly authorised to order and pay for the Subscription Services or IVIS Reports and to accept these Terms). If at any time The Investment Association reasonably believes that you are in breach of any rules relating to this our Website we may suspend your Subscriber or Purchaser status and access to our Website and, following investigation, we may cancel your access to the Subscription Services or future access to the IVIS Reports.
3.2 You use our Website at your own risk. Although The Investment Association takes reasonable care to ensure that the Data contained on our Website is correct and not misleading at the time of publication. The Investment Association does not make any representations or warranties, express or implied, that any Data is accurate, complete or current, or that use of our Website is free of risk of viruses or other damage. No independent verification has been undertaken of this information. We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our Website, or close it indefinitely.
3.3 Subject to Clause 3.4 and unless otherwise agreed in writing, neither The Investment Association nor any of its directors, officers, employees, agents or sub-contractors nor any of the members of The Investment Association shall be liable to you for any Losses that constitute incidental, indirect, special or consequential loss, punitive damages, pure economic loss or loss of profits, information, opportunity, goodwill or reputation in connection with or howeverso arising out of these Terms, even if the Losses were foreseeable and even if The Investment Association had been advised of the possibility of such Losses, whether under or in relation to these Terms.
3.4 The Investment Association's total aggregate liability arising from or in connection with these Terms and in relation to anything which the party concerned may have done or not done in connection with these Terms (and whether the liability arises because of wilful default, negligence or for any other reason) shall be limited to a sum which is 100% of the total aggregate amounts paid by you pursuant to these Terms in the 12 month period immediately preceding the month in which the relevant claim arises.
3.5 We only supply and provide the IVIS Reports for domestic and private use. You agree not to use the IVIS Reports for any commercial, business or re-sale purpose, and We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
3.6 If you are a "consumer" (basically, a private individual), nothing in these Terms affects your statutory rights as a consumer under English law.
3.7 If you are an individual Purchaser (i.e. a consumer), nothing in these Terms shall exclude or limit the liability of the The Investment Association for:
(a) death or personal injury due to its negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession;
(d) breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples) or
(e) defective products under the Consumer Protection Act 1987.
3.8 Except as set out in these Terms, all warranties, conditions and other terms implied by statue or common law are, to the fullest extent permitted by law, excluded from these Terms.
3.9 This Clause 3 shall survive termination of any contract between us.
4 Changes to terms or registration form
4.1 We may revise these Terms from time to time without notice to you. You will be subject to the Terms in force at the time that you submit the Forms to us, unless any change to the Terms is required by law, government or regulatory authority, in which case the revised Terms shall apply to you.
4.2 Before you submit either of the Forms to us, we reserve the right, in our sole and absolute discretion and without the need to give reason, to amend any of the prices of the Subscription Services or IVIS Reports described on our Website, brochures, Registered Purchase Form or any other marketing materials (whether in electronic or hard copy form.
5 Intellectual Property Rights
5.1 We are the owner or the licensee of all intellectual property rights in our site, and in the Data published on it. The Data is protected by copyright laws and treaties around the world. All such rights are reserved.
5.2 All Intellectual Property Rights in all Data on our Website is vested in The Investment Association and/or its licensors and content contributors (including its members).
5.3 You must not copy, modify, use or otherwise deal with the whole or any part of our Website or Data except that you may (subject always to Clause 5.4):
(a) quote our Website or any Data in material issued by you to a third party so long as it is not a substantial extract and you give due credit to The Investment Association and refer expressly to our Website or the Data as the source of the relevant quotation;
(b) download the Data, or use the Data, only for your own personal use (if you are a private individual) or for your own internal business use (in all other cases).
5.4 Save to the extent permitted in Clause 5.3 above, under no circumstances are you permitted or authorised to supply or resell the Data (or any part of it) to third parties, or extract or re-utilise any or all of the Data for commercial purposes, without the prior written consent of The Investment Association.
6.3 You agree to keep your access details (including username and password) confidential and not share them with others. The Investment Association shall be entitled to assume that when your username and password are used to access our Website you are the actual user.
7 Events outside our control
7.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.
7.2 If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:
(a) We will contact you as soon as reasonably possible to notify you; and
(b) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Data to you, or your user access to our Website, we will deliver the Data and enable user access to our Website, as the case may be, as soon as reasonably possible after the Event Outside Our Control is over.
7.3 You may cancel the contract if an Event Outside Our Control takes place and you no longer wish us to provide the Subscription Services or IVIS Reports to you. Please see your cancellation rights under Clause 8. We will only cancel the contract if the Event Outside Our Control continues for longer than 30 calendar days in accordance with our cancellation rights in Clause 9.
8 Your rights to cancel and applicable refund
8.1 Purchases of IVIS Reports may only be cancelled by you by written notice to us prior to our notification to you that the Data has been dispatched. Any cancellation must be notified in writing by the person who signed the Registered Purchaser Form to us at email@example.com . We cannot accept cancellations by telephone. We will refund you the price you paid for the IVIS Reports. We will not refund any postage costs (if applicable) paid by you to us to send the IVIS Reports to you.
8.2 If you are a Subscriber, before you log in to access the Data, you have the right to cancel the Subscription Services because we are affected by an Event Outside Our Control as per Clause 7.3. Any cancellation in relation to the Subscription Services must be notified in writing by the person who completed the Form to Us at firstname.lastname@example.org. We cannot accept cancellations by telephone. In these cases, the total fee paid by you will be credited to you.
9 Our rights to cancel and applicable refund
9.1 We reserve the right, in our sole and absolute discretion, to cancel any purchase of IVIS Reports that has not been accessed, for any reason whatsoever at short notice (including, without limitation, for reasons of an Event Outside Our Control). In these unusual circumstances, all monies paid to us will be repaid to you in full.
9.2 We will not be liable to pay any compensation or incidental costs or expenses that you may incur as a result of such cancellation or for any other loss or damage howsoever caused arising out of such cancellation.
9.3 We may cancel the contract for IVIS Reports or Subscription Services, whether tailor made or not, and whether commenced or not, at any time with immediate effect by giving you written notice if you break the contract in any way. In such circumstances, you will forfeit 100% of the fees paid by you.
10.1 Our Contact Details - If you have any questions regarding your order of the Subscription Services or IVIS Reports, please contact us either by email at email@example.com or call the IVIS team on 020 7831 0898.
10.2 The Investment Association reserves the right at any time to amend these Terms without notice to you. We will do so by posting revised terms on our Website. It is your responsibility to check these on any future visit.
10.4 These Terms shall be governed by and construed exclusively in accordance with English law. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the English courts and, by using our Website , you hereby submit to and waive any objections to, the jurisdiction of such courts.
10.6 These Terms are between you and us. No other person (other than a successor in title or permitted assignee) shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any Term but this does not affect any right or remedy of a third party which exists or is available apart from the Act.
10.7 We may assign, transfer or novate our rights and obligations under these Terms to one or more organisations which may not be connected to us, and we will always notify you in writing if this happens, but this will not affect your rights or our obligations under these Terms.
10.8 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
10.9 Wherever used in these Terms, the following words and phrases shall have the meanings given to them below:
“Data” means any information and/or materials (including without limitation statistical materials and IVIS Reports) contained on our Website or in any of our reports from time to time;
“Data Protection Legislation” means the Data Protection Act 2018 and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications
“Events Outside Our Control” means any act, event, non-occurrence, omission or accident beyond our reasonable control, including without limitation strikes, lock-outs, boycotts or other industrial action (whether involving our workforce or any other party), civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, failure of public or private utility (including without limitation telecommunications networks, power, gas or water), malicious damage or sabotage, compliance with any law or governmental order, rule, regulation, sanction, embargo or direction, breakdown, cancellation or failure of machinery or transportation (including, without limitation railways, shipping, aircraft, motor transport or other means of public or private transport) and default of suppliers or subcontractors;
“Forms” means the Registered Purchaser Form or the Subscription Form, as applicable;
“Intellectual Property Rights” means trademarks, trade and business names, domain names, copyright and moral rights, rights in databases, patents, rights in confidential information and all other intellectual property rights (in each case whether registered or unregistered and including applications for any of the foregoing) and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world;
“Invoice” means the invoice issued to you which, together with these Terms, forms the agreement between you and the Investment Association for the Subscription Service;
“Loss(es)” means any losses, damages, charges, expenses, claims, actions, liabilities, damages, costs (including legal costs), proceedings and taxes including but not limited to losses suffered or incurred in: (a) responding to, disputing or defending any claim, action, liability, demand or proceedings as aforesaid; (b) appealing against any judgment, award or decision of any court, tribunal, arbitrator or regulatory or other authority; (c) in connection with any investigation conducted by on or behalf of any authority; (d) establishing the right to be indemnified; and/or (e) in seeking advice as to any claim, action, liability, demand, proceedings or investigation;
“IVIS Reports” means the reports made available to buy from our Website. They are primarily based on Annual Reports and Accounts and meeting Notices of companies, and provide for Purchasers and Subscribers a summary of company compliance with the guidelines of The Investment Association, the UK Corporate Governance Code and corporate governance best practice;
“Purchaser” means a person who, on behalf of themselves or their employer, enters our Website in order to buy an IVIS Report;
“Registered Purchaser Form” means the form used to purchase individual IVIS Reports;
“Subscriber” means a person who, on behalf of themselves or their employer, subscribes to receive our services (other than the separate purchase of an IVIS Report). To become a Subscriber please contact us as described on our Website;
“Subscription Form” means the form used to purchase our Subscription Services;
“Subscription Services” includes but is not limited to, access to our Website for an unlimited number of users within your organisation, access to Data (including but not limited to access to all current and historic IVIS Reports);
“The Investment Association” means The Investment Association, whose principal place of business is at Camomile Court, 23 Camomile Street, London, EC3A 7LL; and
“Website” means www.ivis.co.uk.