BRC on Participate: Site Terms and Conditions
"Customer" means the party who wishes to subscribe to BRC on Participate and who is named in the Invoice or the receipt from the service.
"Fair Use Policy" means the Agreement to not to use BRC on Participate for unlawful, fraudulent, criminal or otherwise illegal activities.
"BRC on Participate" means that part of the i2i Participate content management system proprietary to SAI Global set up to access the Standards.
"BRC Website" means the website from time to time through which BRC on Participate can be accessed.
"Live Date" means the date on which BRC on Participate is first made available to the Customer.
"Merchant Service" means the third party service used to collect payment via credit/debit cards.
"Permitted Purpose" means the purposes described in these terms and conditions means the customers’ access to BRC on Participate licensed content and services.
"Product" means a subscription pack within BRC on Participate.
"Publisher" means BRC Trading Limited who publishes industry standards and other related publications that are made available to the Customer and Users.
"SAI Global" is the supplier of the BRC on Participate Subscription whose registered office is situated at Partis House, Davy Avenue, Knowlhill, Milton Keynes, MK5 8HJ.
"Standards" mean the Publisher’s Standards and other related publications which will be made available to the Customer on licence as stated in the Subscription.
"Subscription" means access to BRC on Participate together with the number of users permitted and number of years subscription permitted within the subscription price as set out in an order form.
"Subscription Price" means the price payable by the Customer to SAI Global Limited for the Subscription as set out in the [Subscription].
"User" means each user of the BRC on Participate service authorised by the Customer to use BRC on Participate in accordance with these Site Terms and Conditions.
"Working Days" means all UK weekdays other than Saturdays, Sundays, Bank or statutory holidays.
The Customer shall pay the Subscription Price as set out in the service in accordance with the payment terms also set out in the Merchant Services. If payment is not received by SAI Global Limited in accordance with the payment terms, SAI Global Trading Limited shall have the right to withhold all further supplies to the Customer and to restrict access to BRC on Participate and the Standards until payment is received in full.
If any sum payable by the Customer to SAI Global Limited is not paid in cleared funds by its due date, SAI Global Limited shall be entitled to charge interest on the overdue amount at 3% above base rate from time to time. Interest will accrue on a daily basis from the due date up to the date of actual payment, after as well as before judgment.
All sums referred to in this Agreement are exclusive of VAT or any similar sales or turnover tax (if applicable); such taxes shall be payable on the same payment terms as apply to the sums to which the taxes relate.
If BRC on Participate is licensed by reference to any of the criteria referred to in clause 5.1, and the numbers stated in the Invoice are exceeded, the Customer shall become liable to pay increased licence fees on the basis of the increased numbers.
Customer acknowledges that due to the nature of the subscription process and the subsequent access to the Standards, that no refunds will be offered at anytime over the subscription period...
All Standards (and all intellectual property rights therein) made available on BRC on Participate shall at all times remain the title and property of BRC Trading Limited and the Customer shall not acquire any rights, title or interest in the same. The Customer shall not give, bargain, sell, assign, transfer, lend, part with the possession of or otherwise deal with or dispose of the Standards or purport to do so.
All rights, title and interest (including the intellectual property rights) in BRC on Participate shall at all times be and remain the property of SAI Global Limited and save as set out in this Agreement, the Customer shall not acquire any right, title or interest in the same. SAI Global Limited reserves the right at any time to make changes to BRC on Participate without notice to the Customer.
3.3 The Standards made available on BRC on Participate are not intended to be used as the sole basis for any business decision, and are provided by BRC Trading Limited, the accuracy and/or completeness of which it would not be possible and/or economically viable for SAI Global Limited to guarantee. SAI Global Limited therefore does not accept any liability, other than under clause 12.1, for:
3.3.1 any inaccuracy, incompleteness or other error in the Standards; or
3.3.2 any failure of BRC on Participate to achieve any particular result for the Customer.
4.1 This subscription with the Customer shall be for a minimum period of one-year commencing on the Live Date.
4.2 Thereafter the subscription shall continue
for consecutive 12 month periods (each a "Subscription
Year") until terminated by either party in accordance with these terms and
4.3 The subscription may be terminated at the end
of any Subscription Year by either party giving written notice to the other at
least 30 working days before the end of the Subscription Year subject at all
times to the conditions of clause 16 hereof.
Non-renewal of a subscription by either party is deemed as
termination of that subscription.
5.1 The Subscription Price will be a non-refundable annual user fee paid for in advance of accessing the subscription services.
5.2 SAI Global Limited reserves the right to change the Subscription Price from time to time and will give written notice at least 30 days prior to the date of any such change.
6.1 SAI Global Limited shall use reasonable skill
and care in the provision of BRC on Participate and will use all reasonable
care in the publishing of the Standards.
6.3 SAI Global Limited shall not be liable in
respect of any failure to meet a specified delivery date for any reason.Delivery dates are estimates only and it is
the responsibility of the Customer to notify SAI Global Limited of non-receipt
of the Subscription or any documents within the Subscription.
6.4 SAI Global Limited does not warrant that
access to BRC on Participate or the Standards will be uninterrupted or error
6.5 The Customer shall provide SAI Global Limited
with any information or assistance which the parties have agreed that the
Customer shall provide in order for SAI Global Limited to perform its
obligations under these Terms and Conditions, and shall use all reasonable
endeavours to ensure that any such information provided to SAI Global Limited
is complete, accurate and in the agreed format.
7. Covenants of the Customer
7.1 The Customer covenants:
7.1.1 not to copy
(with the exception of the rights detailed in Clause 9), transfer, transmit,
sell, license, lease, give, download, modify, publish, assign or otherwise
reproduce, disclose or make available to others or create derivative works from
any Standards or any portion thereof, without the express prior written
permission of the Publisher;
7.1.2 not to use the BRC on Participate service to combine with
any other information with the object of offering commercially it on line or in
any manner to third parties;
7.1.3 not to access BRC
on Participate from any device or location which has not been included in the
number of network users or sites given to SAI Global Limited by the Customer in
order to determine the price of the Subscription and as set out in the Subscription.
7.2 In relation to the Users, the Customer
7.2.1 the maximum number of Users that it authorises to access BRC
on Participate shall not exceed the number of Users it has purchased from time
to time, as shall be stated in the [Subscription];
7.2.2 each User shall keep a secure password for his use of BRC on
Participate and each User shall keep his/her password confidential and abide by
the Fair Use Policy of the system;
of BRC on Participate, it shall maintain a written, up-to-date list of current
Users and provide such list to SAI Global Limited within 5 Working Days of SAI
Global Limited's written request at any time or times;
7.3 The Customer shall not:
as may be allowed by any applicable law which is incapable of exclusion by
agreement between the parties:
except to the extent expressly permitted under this [Subscription], attempt to
copy, modify, duplicate, create derivative works from, frame, mirror,
republish, download, display, transmit or distribute all or any portion of BRC on Participate (as applicable) in any
form or media or by any means; or
to reverse compile, disassemble, reverse engineer or otherwise reduce to
human-perceivable form all or any part of BRC on Participate; or
(c) access all or any part of BRC on Participate in order to
build a competing product; or
sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise
commercially exploit, or otherwise make BRC on Participate available to any
third party except the Users; or
(e) attempt to obtain, or assist third parties in obtaining,
access to BRC on Participate other than as provided for under this clause 7.3.
7.4 The Customer shall use all reasonable
endeavours to prevent any unauthorised access to, or use of, the Standards
and/or BRC on Participate and, in the event of any such unauthorised access or
use, promptly notify SAI Global Limited.
7.5 The Customer shall not hold SAI Global
Limited liable for any responsibility in relation to the Standards for any
errors, omissions, defamatory or copyright infringing material and SAI Global
Limited disclaims any responsibility associated with relying on the information
provided in BRC on Participate. SAI Global Limited also disclaims all liability
for any material contained in other websites linked to the Standards or the BRC
on Participate service.
7.6 The rights provided under the [Subscription]
are granted to the Customer only, and shall not be considered granted to any
subsidiary or holding company of the Customer.
8. Use of
8.1 Subject to clause 8.7 below, the Customer may view and print a single copy of a Standard contained in the Subscription for internal reference purposes only within the site on which such copy is made, subject to the exception described in Clauses 8.2 and 8.3 below. Such copy may not be filed to form part of any hard copy reference collection.
8.2 Where the Customer has a requirement to reproduce a Standard or portions of a Standard as part of its documentation for external use the necessary pages of the Standard, including the whole Standard if required, may be reproduced and submitted provided a copyright notice is included. The Customer shall notify SAI Global Limited of any such use.
8.3 For internal and archival purposes only, a paper copy of the six core Standards may be attached to the Customer's documentation and shall be considered a permanent part of that documentation.
8.4 Under no circumstances is the Customer permitted to reproduce all or part of any Standard for external use or for use in any other site or group of sites, except as set forth in Clause 8.2 above.
8.5 The Customer may not remove any proprietary markings or electronic watermarks, including any copyrights and trademarks.
8.6 The above requirements are general requirements only and apply in addition to any specific Publisher terms and conditions which (where applicable) will be displayed to the User on each occasion where it attempts to access the relevant Standard.
8.7 At the end of the term of the Subscription, the Customer must destroy all electronic and physical copies of the Standards and if requested by SAI Global verify in writing that it has done the same. For the avoidance of doubt, any licence to use the interpretation guidelines, best practice guidelines and all non-standard resources in whatever form terminates at the end of the Subscription.
to use BRC on Participate
Global Limited grants the Customer a non-exclusive, non-transferable licence to
use BRC on Participate in accordance with these terms and conditions for the
Permitted Purpose only.
licence granted under Clause 9.1 will automatically expire on termination of
this [Subscription] for any reason.
Customer agrees that it will:
9.3.1 use the BRC on Participate service for the Permitted Purpose only and in accordance with these terms and conditions and the BRC Participate Fair Use Policy as may be updated from time to time;
9.3.2 not sell, transfer, sub-licence,
distribute, commercially exploit or otherwise make available to, or use for the
benefit of, any third party BRC on Participate;
9.3.3 not (and will not allow any third party to)
adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with BRC
on Participate or the Standards without the prior written consent of SAI Global
Limited or as otherwise permitted by law;
BRC does not warrant, either expressly or implied, the accuracy, timeliness, or appropriateness of the information contained in the third party websites accessed via the BRC Participate subscription service. BRC disclaims any responsibility for access, permissions, content errors, omissions, or infringing copyright material and disclaims any responsibility associated with relying on the information provided by third party websites. BRC also disclaims all liability for any material contained in other websites linked to or from the BRC Participate website.
10.1 The Customer shall be liable for and shall
indemnify SAI Global Limited against all or any of the following:
10.1.1 any loss caused by
the Customer's failure to perform its obligations in relation to these site
terms and conditions;
10.1.2 any claims of third parties arising out of or
relating to the use of the Standards or the BRC on Participate service by the
Customer or any Users in breach of these site terms and conditions;
10.1.3 all liabilities relating to any loss or
damage of whatsoever nature suffered by whosoever as a result of the use of the
Standards or BRC on Participate by the Customer or any Users in breach of these
site terms and conditions.
11.1 Save as set out in these site terms and
conditions, all warranties, conditions, representations or other implied terms
relating to the suitability or the fitness of the Standards or BRC on
Participate for any particular purpose, to their accuracy or completeness,
whether arising by reason of statute, common law or otherwise are hereby
expressly excluded to the fullest extent permitted by law.
12.1 Nothing in this [Subscription] shall exclude or
limit SAI Global Limited's liability for personal injury and death arising out
of SAI Global Limited's negligence and the Customer undertakes that it will not
without SAI Global Limited's prior written consent settle or compromise any
such claim by a third party or for fraud.
12.2 SAI Global Limited shall not be liable to the
Customer for or in respect of any consequential loss to the Customer for or
arising out of any breach of this Subscription or any negligence in connection
with the management of the Standards or the BRC on Participate service
hereunder. "Consequential loss" shall include (but not be limited to) loss of
profit, revenue, use, goodwill or other loss, any payment made or due to any
third party, economic loss, any failure on the part of the Standards or the BRC
on Participate service to perform any particular function, and any loss or
damage caused by the delay of the supply of the Standards or BRC on Participate
under these site terms and conditions.
13.1 Each party
shall and shall procure that its employees shall keep secret and confidential
all business and trade secrets, know-how, specifications, processes,
initiatives, methods of doing business, price lists and other confidential
information and material disclosed by or obtained from the other ("Confidential
Information"). Each party undertakes
not to disclose the other's Confidential Information to any third party other
than its responsible employees to whom disclosure is in good faith necessary
for the proper performance of their duties in connection with this Subscription.
obligations of confidentiality under clause 13.1 above shall not apply to any
information or material which:
13.2.1 was known to the recipient before its receipt
from the disclosing party; or
13.2.2 is lawfully in the public domain other than by
reason of breach; or
13.2.3 must be disclosed by law.
14.1 SAI Global Limited shall not be responsible for
any failure to perform or delay in performance in whole or in part or for any
loss, damage, injury or delay wholly or partly caused whether directly or
indirectly due to unforeseen circumstances or circumstances beyond its
reasonable control or which it could not have taken reasonable steps as shall
be appropriate in the circumstances to avoid including but not limited to
natural disasters, war, riot, embargoes, acts of civil or military authority,
fire, flood, accidents, strikes and shortages of transportation facilities,
fuel, labour, systems failures or materials.
and Password Change
Customer shall permit SAI Global Limited on reasonable notice and during normal
working hours) to audit the Customer's compliance with its obligations under these
site terms and conditions in relation to the Fair Use Policy and use of the BRC
on Participate service and the Standards. In exercising this right, SAI Global Limited shall:
the Customer's procedures relating to the protection of Confidential
Information of the Customer; and
15.1.2 take all reasonable steps to minimise
disruption to the Customer's business during such audit.
15.2 If any of
the audits referred to in Clause 15.1 reveal that any password has been
provided to any individual who is not a User, then without prejudice to SAI
Global Limited's other rights, SAI Global Limited shall be entitled to disable
such access and shall not be obliged to enable any future access to any such
15.3 If any of
the audits referred to in Clause 15.1 reveal that the Customer has underpaid
the Subscription Price payable to SAI Global Limited, the Customer shall pay to
SAI Global Limited an amount equal to such underpayment as calculated in
accordance with the prices set out in the [Subscription] (as amended from time
to time) within 10 Working Days of the date of the relevant audit.
15.4 SAI Global
Limited Reserves the right at any time in its sole discretion to force Users to
change their passwords.
16.1 SAI Global Limited shall have the right to
terminate the subscription or suspend any access to the Standards and/or BRC on
Participate summarily without compensation to the Customer in the event of any
breach of any or all of the terms and conditions of this subscription by the
16.2 SAI Global Limited shall have the right to
terminate this subscription if SAI Global Limited deems the Customer to be in
competition with SAI Global Limited.
Upon termination of this subscription for
16.2.1 the Customer shall immediately cease using the BRC on Participate
service, delete any Standards in their possession and cease using any data
supplied under their Subscription;
16.2.2 the Customer shall pay to SAI Global Limited the non-refundable Subscription Price payable under this subscription to the date of termination. To the extent that if it remains unpaid together with all costs, charges and expenses accrued and owing to SAI Global Limited under this Subscription or incurred or sustained by SAI Global Limited in enforcing any of the terms of these site terms and conditions the access to the subscription will be denied;
16.2.3 these site terms and
conditions which protect the proprietary rights of SAI Global Limited and the
Publisher shall continue in force.
17.1 These site terms and conditions and the license
contained herein shall not be assigned by the Customer.
18.1 The parties agree that this Subscription
supersedes all previous communications whether oral or written between the
parties and constitutes the entire terms between the parties for the supply and
access to the BRC on Participate service.
These site terms and conditions shall have precedence in all circumstances over
any other terms and conditions of the Customer unless expressly agreed in
writing between the Customer and SAI Global Limited. SAI Global Limited will
not be deemed to have accepted any terms and conditions of the Customer unless
expressly agreed in writing by SAI Global Limited to the Customer.
19.1 No waiver by SAI Global Limited of any breach
of any of these site terms and conditions by the Customer shall be considered a
waiver of any preceding or subsequent breach of the same or any other
provision. For a waiver to be valid it
must be in writing and signed by an authorised representative of the party
granting the waiver.
Illegality and Unenforceability
20.1 If any provision of these site terms and
conditions is held by any competent authority to be invalid or unenforceable in
whole or in part the validity of the other provisions of these site terms and
conditions and the remainder of the provision in question shall not be affected
thereby and shall be enforceable.
21.1 For any variation or amendment of these site
terms and conditions to be valid, it must be approved in writing and signed by
authorised representatives of each party.
22.1 All notices (excepting those under Clause 5)
which either party hereto may or is required to give or to serve upon the other
party shall be sent by first class recorded delivery pre-paid at the address
specified in these site terms and conditions and shall be deemed to have been
delivered 2 Working Days after the date of sending.
23.1 This Subscription shall be governed by and
construed in accordance with the laws of England and the parties hereby submit
to the exclusive jurisdiction of the English Courts in the event of any dispute
arising out of or in connection with these site terms and conditions.
24.1 Words contained in these site terms and
conditions importing the plural meaning shall where the context so admit
include the singular meaning and vice versa, and headings used in these site
terms and conditions are for reference only and do not form part of these site
terms and conditions.
BRC on Participate Fair Usage Policy
Policy relates to your use of our BRC on Participate only. It is designed to
make sure we can give you a Service that protects third party copyright and
remains fast and reliable.
You must make
sure that any use of the BRC on Participate, by yourself or anyone else within
your organization, complies with this Policy. If you (or anyone else using the
BRC on Participate via your account) breach this Policy, we may:
you a notice to stop or moderate the unacceptable use(s); or
terminate or suspend your Service, with or without
notice as we consider appropriate, under the Terms.
This Policy is
in addition to the Terms and Conditions for the BRC on Participate provided
under the SAI Global Subscription the 'Subscription'. Terms which are not
defined in this Policy will have the meaning set out in the Terms. If there's
any inconsistency between the Policy and the Terms, the Policy will prevail.
1. How to use the Fair Use Policy
1.1 You must
not use the BRC on Participate for:
(a) unlawful, fraudulent, criminal or otherwise illegal
receiving, publishing, posting, distributing, disseminating, encouraging the receipt
of, uploading, downloading or using any material which is offensive, abusive,
defamatory, indecent, obscene, unlawful, harassing or menacing or a breach of
the copyright, trademark, intellectual property, confidence, privacy or any
other rights of any person; ;
(c) sending or
uploading unsolicited emails, advertising or promotional materials, offering to
sell any goods or services, or conducting or forwarding surveys, contests or
or negligently creating, transmitting, storing, publishing or uploading any
electronic material (including, without limit, files that contain viruses,
corrupted files, Trojans or any other similar software or program) which is
known or likely to cause, interrupt, damage, destroy or limit the functionality
of any computer software, hardware or telecommunications equipment owned by us
or any other Internet user or person;
(e) activities that invade another's privacy, cause annoyance,
inconvenience or needless anxiety to any person;
that are in breach of any other third party's rights, including downloading,
installation or distribution of pirated software or other inappropriately
licensed software, deletion of any author attributions, legal notices or
proprietary designations or labels in any file that is uploaded, falsification
of the origin or source of any software or other material;
(g) anything that may disrupt or interfere with our BRC on
Participate or Service or cause a host or the network to crash;
(h) launching 'denial of service' attacks; 'mailbombing'
attacks; or 'flooding' attacks against a host or network;
(i) granting access to the BRC on Participate to others not
located at the premises at which the Services are connected, or, in any way
reselling or re-providing the Services to third parties;
excessive use of, or placing unusual burdens on, the network, for example by
sending or receiving large volumes of download requests or print requests; or
(k) circumventing the user authentication or security process of
a host or network.
2. How to keep secure profiles
2.1 You are
responsible for ensuring that security information remains confidential, so
that the network cannot be used by any unauthorized person.
security information includes, but is not limited to, information controlling
(a) any equipment, computer hardware systems or networks;
(b) any computer software or applications; or
(c) any other services accessed by you in the use of
either of the above.
2.3 You shall
not disclose any security information to any third party, or use the same for
any purpose connected with the improper use of the network including accessing
or attempting to access other parts of the services for which you do not have
responsible for taking all reasonable steps necessary to prevent a third party
obtaining access to the network.
2.5 If you
share access with others (for example, your associate sites at different
locations) any downloads they make will be counted as your use and count
towards any monthly download allowance or excessive usage.
3. What about usage by employees?
3.1 The BRC on
Participate has certain controls to prevent misuse by employees;
(a) document downloads are limited in a period to help
prevent against the theft of the licenced information and;
the same document cannot be usually downloaded more than 5 times in a 5 minute
period to help prevent against a denial of the service being performed and;
(c) reporting dashboards highlight the number of times a
user accesses the service, views documents, downloads items or orders items.
4. How do we help measure your usage?
4.1 We monitor
your usage every week. We can provide reports on usage of the BRC on Participate
for information and administration purposes to support any resolution to any
breeches within this Policy. These reports are protected under our Data
Protection Policy and will not be shared with any other organization or other
5. Joining the Discussion Board?
5.1 We monitor
the Discussion Board in BRC on Participate. Any abusive, defamatory, indecent,
obscene, unlawful, harassing or menacing comments will be removed and the
person posting the information may have their access rights terminated under
the terms of these Terms and Conditions ('Subscription').
5.2 BRC make
the final decision on terminating user's access rights. No refunds are offered
on any termination of access rights ('Subscription').
This Policy is
correct as at 31st October 2016