Terms of sale

The MISRA Consortium Limited terms and conditions of sale

This agreement is between The MISRA Consortium Limited, a company registered in England and Wales with company number 13152596 whose registered address is 1 St James Court, Whitefriars, Norwich, Norfolk, England, NR3 1RU (MISRA) and you, the person using our website to buy documents (the Licensee, you). You agree personally to be bound by this agreement when buying documents from MISRA’s website.  If you are buying on behalf of your employer, or in the course of your employment, then by entering this agreement you accept its terms on behalf of that employer.  Any restrictions on you in this licence are restrictions that also apply to your employer, its directors, employees and agents.

1 Definitions

Documents” means the documents selected by you for purchase from MISRA and all other documents made available to you by MISRA;

Effective Date” means the date on which MISRA accepts yours order and provides the Documents to you;

Intellectual Property Rights” means patents rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to use for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Named User” means, where the Licensee is an individual, the Licensee and, where the Licensee is a corporate entity, means the individual named as the Named User in the Order;

Order” means the online information submitted by the Licensee when purchasing this License, including, where appropriate, the name of the Named User.

2 Grant

2.1 MISRA hereby grants to you a non-exclusive, non-transferable, revocable, licence for the Named User to use a single copy of each of the Documents while this agreement remains in force solely for your (or your employer’s) usual business operations and your own personal use and study.

2.2 No right is granted under this agreement for any employee, officer, agent or representative of the Licensee other than the Named User to use the Documents.

2.3 This agreement does not transfer any, and MISRA retains ownership of all, Intellectual Property Rights in the Documents.

2.4 For the avoidance of doubt this agreement does not grant the right to use any trade marks or trading or business names owned or used by MISRA, including but not limited to “MISRA”, “MISRA C” and the triangle logo.

3 Licensee Obligations

3.1 The Documents and any part of them, may not be reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical or photocopying, recording or otherwise without the prior written consent of MISRA. You are permitted to store a single additional copy solely for the purposes of backup.

3.2 Subject to clause 3.1 above:

3.2.1 You shall not attempt to bypass or circumvent access restrictions or security measures implemented by MISRA. Any such attempt shall be a material breach of this agreement.

3.2.2 You shall have no right to copy, adapt, reverse engineer, decompile, disassemble or modify the Documents or any of them in whole or in part.

3.2.3 All copies of the Documents whether electronic or in hardcopy form must be destroyed and deleted on expiry or termination of this agreement.

4 Warranties

4.1 MISRA gives no warranty:

4.1.1 as to the completeness or accuracy of the Documents;

4.1.2 that your use of the Documents will be error-free; and

4.1.3 that the documents will satisfy any requirements of yours.

4.2 MISRA makes no warranties, representations or agreements, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties of merchantability or fitness for a particular purpose.

4.3 MISRA works to ensure, so far as practicable, that Documents do not contain viruses. To the fullest extent permitted by law, MISRA shall not be liable to you for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from yours use of the Documents or exercise of the rights granted to it under this agreement.

4.4 You shall indemnify MISRA against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by MISRA arising out of or in connection with:

4.4.1 the Licensee’s exercise of its rights granted under this agreement;

4.4.2 the Licensee’s breach or negligent performance or non-performance of this agreement,

4.4.3 the enforcement of this agreement;

4.4.4 any claim made against MISRA by a third party for death, personal injury or damage to property arising out of or in connection with the Licensee’s exploitation or use of the rights licensed to it under this agreement, to the extent such claim is attributable to the acts or omissions of yours, its employees, agents, sub-licensees or subcontractors.

4.5 You warrant that its use of the Documents will not infringe any third party’s Intellectual Property Rights.

4.6 In exercising its rights under this agreement, you shall comply with all applicable laws, regulations and codes of practice.

5 Term and Termination

5.1 This agreement shall commence on the Effective Date and, unless terminated earlier in accordance with this clause, shall continue indefinitely.

5.2 MISRA may terminate this agreement with immediate effect by giving written notice to you if you commit a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fail to remedy that breach within a period of 14 days after being notified in writing to do so.

6 Consequences of Termination

Upon expiration or termination of this agreement, you will:

6.1.1 discontinue all use of the Documents; and

6.1.2 destroy any items relating to the Documents and permanently delete copies of items relating to the Documents from all electronic media.

7 Assignment and sub-licensing

7.1 You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

7.2 You shall not grant sub-licences under this agreement.

8 General

8.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

8.2 Each party acknowledges that in entering into this agreement, it does not rely on, and shall have no rights or remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement

8.3 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

8.4 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

8.5 Any notice given to a party under or in connection with this contract shall be in writing and shall be:

8.5.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

8.5.2 sent by email to:
(i) for MISRA, to enquiries@misra.org.uk or as otherwise updated by notice by MISRA from time to time; and
(ii) for you, the email address provided as part of the online checkout process completed by you.

8.6 Any notice shall be deemed to have been received:

8.6.1 if delivered by hand, at the time the notice is left at the proper address;

8.6.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting;

8.6.3 if sent by email, at the time of transmission or, if this time is after 5 p.m., then on the business day after transmission.

8.7 Clauses 8.5 and 8.6 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall include e-mail.

8.8 If any provision or part-provision of this agreement 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 this agreement.

8.9 If any provision or part-provision of this agreement is deemed deleted under clause 8.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

8.10 No failure or delay by a party to exercise any right or remedy provided under this agreement 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.

8.11 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

8.12 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

8.13 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.