RIBA Journal Subscription - Terms and Conditions
1. INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
Additional Online Content: content on the RIBAJ website in addition to the Publication unlimited access to which is available only to Subscribers. All Metered Content is included in the Additional Online Content.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges (if any) payable by the Subscriber for the provision of the subscription in accordance with clause 6.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.7.
Contract: the contract between RIBA 1834 Ltd. and the Subscriber for the provision of subscription, for a minimum 12 month period, in accordance with these Conditions.
Customer: (a) the Subscriber; or (b) in the case of a non-Subscriber, when that party who is not a Subscriber is accessing Metered Content.
Initial Period: the period of 15 days from when the Order is placed.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
Metered content: content on the RIBAJ website that is subject to a limit on the number of views by non-Subscribers during a prescribed period.
Order: the Subscriber’s order for the Subscription as set out on the RIBAJ website.
Publication: a monthly printed hardcopy and/or digital copy of the RIBA Journal.
RIBA: RIBA 1834 Ltd. Registered office: 66 Portland Place, London, W1B 1AD. Registered in England 4604934. VAT number: GB 232 351 891.
RIBAJ website: the website found at www.ribaj.com
Subscriber: a person who purchases one of the available annual Subscriptions to the Publication and Additional Online Content.
Subscription: RIBA’s provision of 12 successive issues of the Publication, in hard copy and/or digital format depending on the subscription option chosen, and access to the Additional Online Content for a period of 12 months.
1.2 Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes but does not include emails.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Subscriber to purchase the Subscription in accordance with these Conditions.
2.2 The Order shall be deemed to be accepted by RIBA when the Subscriber makes payment via credit/debit card and a confirmation email is sent by RIBA to the Subscriber confirming acceptance of the Order, at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 If for any reason RIBA cannot accept the Order RIBA will inform the Subscriber by email or, where appropriate, by way of an alert during the online ordering process.
2.3 The Contract constitutes the entire agreement between the Subscriber and RIBA. The Subscriber acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of RIBA which is not set out in the Contract.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Subscriber seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. PROVISION OF SUBSCRIPTION
3.1 RIBA shall provide the Subscription to the Subscriber.
3.2 RIBA shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only.
3.3 RIBA shall have the right to make any changes to the Subscription which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Publication or Additional Online Content.
3.4 RIBA warrants to the Subscriber that the Subscription will be provided using reasonable care and skill.
3.5 RIBA seeks to provide accurate information throughout the Publication and Additional Online Content however all information and/or content provided throughout the Subscription (which may include, without limitation, drawings, descriptive matter or advertising issued by RIBA) is provided for general information only and is not intended to amount to advice on which the Subscriber should rely.
3.6 RIBA does not therefore make any representations, warranties or guarantees, whether express or implied that any information and/or content provided throughout the Subscription is accurate, complete or up to date.
3.7 The Subscriber must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the information and/or content provided throughout the Subscription.
4. NON-SUBSCRIBERS AND METERED CONTENT
4.1 Customers who are not Subscribers are entitled to view a limited number of pages of the Metered Content in any one 30 day period, commencing on the date on which the first page containing Metered Content is viewed.
4.2 The limit placed upon the number of views of pages containing Metered Content by Customers who are not Subscribers is at the discretion of RIBA and can be amended at any time without notice to Customers.
4.3 When a Customer who is not a Subscriber has reached the limit set by RIBA for views of pages of the Metered Content in any one 30 day period that Customer will then be prevented from viewing any additional pages of Metered Content until commencement of a subsequent 30 day period, unless the Customer becomes a Subscriber.
4.4 RIBA seeks to provide accurate information throughout the RIBAJ website including throughout the Metered Content however all information and/or content provided throughout the RIBAJ website (which may include, without limitation, drawings, descriptive matter or advertising issued by RIBA) is provided for general information only and is not intended to amount to advice on which the Customer should rely.
4.5 The Customer must obtain professional specialist advice before taking, or refraining from, any action on the basis of the information and/or content provided throughout the RIBAJ website, including the Metered Content.
5. SUBSCRIBER’S OBLIGATIONS
5.1 The Subscriber shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with RIBA in all matters relating to the Subscription;
(c) provide RIBA with such information and materials as RIBA may reasonably require in order to provide the Subscription and ensure that such information is accurate in all material respects;
5.2 If RIBA’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Subscriber or failure by the Subscriber to perform any relevant obligation (Subscriber Default):
(a) RIBA shall without limiting its other rights or remedies have the right to suspend the Subscription until the Subscriber remedies the Subscriber Default, and to rely on the Subscriber Default to relieve it from the performance of any of its obligations to the extent the Subscriber Default prevents or delays RIBA’s performance of any of its obligations;
(b) RIBA shall not be liable for any costs or losses sustained or incurred by the Subscriber arising directly or indirectly from RIBA’s failure or delay to perform any of its obligations as set out in this clause 5.2; and
(c) the Subscriber shall reimburse RIBA on written demand for any costs or losses sustained or incurred by RIBA arising directly or indirectly from the Subscriber Default.
6. CHARGES AND PAYMENT
6.1 The Charge (if any) shall be the amount specified in the subscription order process.
6.2 Payment can only be made using the online payment method, by credit or debit card.
6.3 RIBA shall provide the Subscriber with an email receipt for the Charges upon receipt of the Order.
6.4 The amount of VAT payable on the Charges shall be determined by the postal address provided by the Subscriber for delivery not the address provided for billing.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Save where expressly stated by RIBA to the contrary, all content of the RIBAJ website belongs to RIBA and RIBA owns all Intellectual Property Rights in the content of the RIBAJ website.
7.2 All Intellectual Property Rights in or arising out of or in connection with the Subscription shall be owned by RIBA.
7.3 No Intellectual Property Rights are assigned or licensed to the Customer.
7.4 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on RIBA obtaining a written licence from the relevant licensor on such terms as will entitle RIBA to license such rights to the Customer.
8. 15 DAY MONEY BACK GUARANTEE
8.1 A Subscriber may cancel a new Subscription within 15 days of the Commencement Date, provided RIBA receive written notice of such cancellation within the Initial Period
8.2 To cancel a Subscription in accordance with clause 8.1, the Subscriber must provide written confirmation to RIBA. This must include, the Subscriber’s name, company name (if not an individual), full postal address, email address and subscription number. A failure to provide this information may result in the Subscription not being cancelled.
8.3 A refund of the value of all remaining unissued publications will be issued for Subscriptions cancelled in accordance with clauses 8.1 and 8.2.
9. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
9.1 Nothing in these Conditions shall limit or exclude RIBA’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation.
9.2 Subject to clause 9.1:
(a) RIBA shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) RIBA’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Charges actually paid by the Customer under the Contract and for Customers who have not paid any Charges RIBA’s total liability shall not exceed £1,000.
9.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9.4 This clause 9 shall survive termination of the Contract.
10. TERMINATION
10.1 Except as set out in clause 8 the Subscriber does not have a right to cancel the Subscription or any part of it until the end of the Subscriber’s then current Subscription period.
10.2 RIBA may suspend or terminate the Subscription and/or access to Metered Content if RIBA is prevented from providing the Subscription and/or Metered Content by circumstances beyond its control.
10.3 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(b) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(c) the other party (being an individual) is the subject of a bankruptcy petition or order;
(d) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(e) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(g) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
10.3 Without limiting its other rights or remedies, RIBA may terminate the Subscription with immediate effect by giving written notice to the Subscriber. In the event that RIBA terminates the Subscription for any reason then, unless there are exceptional circumstances, RIBA will provide the Subscriber with a pro rata refund of the Charges paid in relation to any remaining and unexpired period of the Subscription.
10.4 Without limiting its other rights or remedies, RIBA may suspend provision of the Subscription under the Contract or any other contract between the Subscriber and RIBA if the Subscriber becomes subject to any of the events listed in clause 10.2(b) to clause 10.2(g), or RIBA reasonably believes that the Subscriber is about to become subject to any of them, or if the Subscriber fails to pay any amount due under this Contract on the due date for payment.
11. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) A refund will not be issued, except in accordance with clauses 8.3 and 10.3.
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication survive termination shall continue in full force and effect.
12. DELIVERY, NON-DELIVERY, DAMAGED DELIVERY & DELAY IN DELIVERY
12.1 RIBA will deliver the Publication to the postal and/or email address supplied by the Subscriber. As per clause 5.1(c), RIBA will not be liable to the Subscriber for any non-delivery of the Publication if the Subscriber fails to notify RIBA of a change of postal or email address.
12.2 RIBA cannot guarantee the time of delivery.
12.3 RIBA will not be liable for non-delivery of the Publication if an incorrect postal or email address has been supplied. RIBA reserves the right to dispose of incorrectly addressed hard copy Publications within 14 days of their return to RIBA.
12.4 RIBA will issue a replacement Publication in the event of a Publication being lost in the despatch process.
12.5 In relation to Subscriptions including an entitlement to receive hard copy Publications RIBA will issue a replacement Publication in the event of a Publication being damaged in the despatch process.
12.6 RIBA will not be liable for any delay in delivery of the Publication as per clause 13.1
13. FORCE MAJEURE
13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of RIBA including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of RIBA or any other party), failure of a utility service, a public or private telecommunications network or a transport 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, storm or default of suppliers or subcontractors.
13.2 RIBA shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents RIBA from providing any of the Subscription and/or Metered Content for more than twelve weeks, RIBA shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
14. GENERAL
14.1 Assignment and other dealings.
(a) RIBA may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Customer shall not, without the prior written consent of RIBA, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
14.2 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2(a); 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.3 Severance.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its 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.
14.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
14.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
14.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by RIBA.
14.8 Governing law. This Contract, 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.
14.9 Jurisdiction. 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 this Contract or its subject matter or formation (including non-contractual disputes or claims).
January 2018