“The Business Research Company is the trading name of TBRC Business Research Pvt Ltd (Hereafter ‘TBRC’).
These terms and conditions cover TBRC’s reports and online databases.
‘The Customer’ is the individual or organisation contracting to gain access to TBRC’s reports or online databases.
‘Reports and Online Databases’ are TBRC’s published research materials, such as its Global Market Briefings, Global Market Reports, Operational & Strategy Reports and its Global Market Model online portal.
‘Login IDs’ mean the confidential Password and Username used to access an online database.
‘ised User’ means users who have purchased or been given by TBRC or their organisation ised access to a TBRC report or database.
‘Order Form’ is a document signed by a customer with ity to do so specifying the name of the report(s) and online databases to be supplied by TBRC, length of the contract/ access, and the price to be paid to TBRC by the customer. It is effectively a contract to buy the report/ database.
These terms and conditions relate to TBRC’s reports and online databases and set out the basic contractual terms for their sale and use including the ‘order form’ which is used by the customer to purchase these reports and databases. These terms and conditions do not cover customised research or consulting projects which are covered in separate terms and conditions available on request.
Fees for the report or online database access will be as stated in the order form. Fees must be paid in advance of the delivery of the report or the commencement of access to the database (‘Global Market Model’) unless otherwise agreed with TBRC.
TBRC and Customer each agree to retain in confidence the Confidential Information of the other party. Each party agrees to: (a) preserve and protect the confidentiality of the other party’s Confidential Information: (b) refrain from using the other party’s Confidential Information except as contemplated herein; and (c) not disclose such Confidential Information to any third party except as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein). Notwithstanding the foregoing, either party may disclose Confidential Information of the other party which is: (i) already publicly known; (ii) discovered or created by the receiving party without reference to or use of the Confidential Information of the disclosing party, as shown in records of receiving party; (iii) otherwise known to the receiving party through no wrongful conduct of the receiving party, or (iv) required to be disclosed by law or court order. The confidentiality obligations of this Section shall survive the termination of this Agreement for a period of five (5) years. “Confidential Information” means all non-public information, trade secrets, know-how, inventions, techniques, processes, methodologies, programs, schematics, software, source code, data, work product, or any materials which are either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential.
Intellectual Property Rights
Reports and online databases produced by TBRC relate to research and analysis information, models, data tables, software and charts produced by TBRC. TBRC retains all right, title and interest in and to the materials, deliverables, services and work product provided. The materials, deliverables, Services and work product shall not constitute "works made for hire" as that term is defined in Section 101 of the U.S. Copyright Act. To the extent that any materials, deliverables, Services or work product are considered to be "works made for hire," Customer agrees to assign all right, title, and interest in the foregoing to TBRC.
Unique Identification of Users
Users must provide a unique and official identifier in the form of an official company email ID for receipt of a TBRC report or access to TBRC online database.
Unised Sharing of Passwords or Reports
Unised sharing of reports or login IDs for online databases by the ised user outside the terms of the license is a breach of the contract may result in immediate termination of access without refund and potential legal action.
Both the client and TBRC have the right to mention each other as suppliers or clients/users of their goods and services unless otherwise stated in the order form or agreed between the parties.
Acceptance of Terms & Conditions
By signing an order form referencing these terms and conditions or logging in to an online database and accepting these terms and conditions users accept TBRC’s terms and conditions.
In such cases where the content is shared by users (not withstanding the restrictions elsewhere in the document) all content should be sourced to ‘The Business Research Company.’
In the case of complimentary license TBRC may withdraw access to the online database, or request the user to delete the report, at any time at its own discretion. In the case of a paid licenses these can be terminated by either side only if they are able to provide evidence of a breach of contract, as set out in these terms and conditions and the order form.
The rights assigned to the customer depend on the type of license as specified in the order form. If the customer is given complimentary access to a report or database without an order form, the terms of a Complimentary Discretionary Single User License apply.
a. Complimentary Discretionary Single User License: TBRC may grant complimentary access to specified reports or online databases to named and specified individuals on unpaid discretionary basis. This is purely at TBRC’s discretion both in terms of the offer of complimentary access and the withdrawl of this access at any point. TBRC can remove access to the database or request the user to delete reports at any point. This access does not give the user the right to share the content internally or externally except in small individual snippets or samples (not for example whole paragraphs or charts/ tables).
b. Single User Access: TBRC grants access to specified reports or online databases to named and specified individuals. This access does not give the user the right to share the content except in small individual snippets or samples (not for example whole paragraphs or charts/ tables) either internally or externally to their organisation.
c. Site/Geography License: TBRC grants access to specified reports or online databases to named and specified individuals within a given organisation in a given geography, as specified in the order form (this does not include subsidiaries or parent companies unless specified in the order form). This access does not give the user the right to share the content except in small individual snippets or samples (not for example whole paragraphs or charts/ tables) externally to their organisation, or internally to their organisation except within the specified geography. Database logins should not be shared but requested individually from TBRC.
d. Enterprise License: TBRC grants access to specified reports or databases to named and specified individuals within a given organisation. They may share this information freely within their organisation (this does not include subsidiaries or parent companies unless specified in the order form). This access does not give the user the right to share the content except in small individual snippets or samples (not for example whole paragraphs or charts/ tables) externally to their organisation. Database logins should not be shared but requested individually from TBRC.
Excessive or Inappropriate Use of Online Database
Should a user or users of a database use the view or download the information in a way which is large in volume, systematic, and not consistent with a normal research activity but rather with an attempt to systematically download the data and retain it outside the specifications of this license, TBRC retains the right to withdraw access without notice from the user. In the case of complimentary access TBRC may do this entirely at its own discretion. For all other license types, instances of potential excessive or inappropriate use of the data will be discussed with the customer, but may lead to suspension of the contract without refund.
Publication or Sharing of Content Outside of the Client Organisation
Reports, or contents of reports, or contents of the database, can not be published or shared outside the organisation without TBRC’s express agreement. Clients or other users should contact TBRC if they wish to discuss publication of any TBRC Data or information.
Warranty and Disclaimer
TBRC warrants that it will use its commercially reasonable efforts to ensure that all services rendered pursuant to this agreement will be performed in a workmanlike manner consistent with industry practices. We do not warrant that the Product will meet your requirements or that it will be complete, error free or delivered without interruption. Findings, conclusions and recommendations in the Product are based on information gathered in good faith from both primary and secondary sources, whose accuracy we are not always in a position to guarantee.
Limitation of Liability
Notwithstanding anything else herein, all liability of TBRC and/or suppliers and/or subcontractors under this agreement or any Order Form hereunder shall be limited to the amount paid by customer to TBRC under the order form which is the source of the liability. All liability under this agreement is cumulative and not per incident.
Consequential Damages Waiver
In no event shall TBRC or its suppliers or subcontractors be liable under this agreement for (a) any incidental or consequential damages, lost profits, lost data, or any other indirect damages even if such party has been informed of the possibility thereof, or (b) any costs or expenses for the procurement of substitute equipment or services.
Assignment and Subcontracting
Customer shall not assign or transfer any obligations or benefits under this Agreement without the prior written consent of TBRC. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. The Services may be provided by TBRC or individuals or organizations employed by or under contract with TBRC, at the discretion of TBRC, provided that TBRC shall be responsible for the performance of such individuals or organizations.
All notices required or permitted hereunder will be in writing and deemed received when (a) delivered by post with acknowledged receipt; (b) sent as an attachment to an email with acknowledged receipt.
Except for payment obligations, each party shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control.
The Agreement shall be governed by the English law. The parties agree to the exclusive jurisdiction of the Courts of England.
ity of Document
The Agreement is the entire understanding between the parties relating to the Product/Service and supersedes all previous agreements and understandings relating to the Product/ Service set out in the order form. In the event of any inconsistency between these terms and conditions and the Order form, the Order form shall prevail. The Agreement may only be varied in writing signed by an ized representative of each party. Failure at any time to enforce any of these terms and conditions shall not be construed as a waiver of such provision or affect the right of either party to enforce the same. If any provision is held to be invalid or unenforceable by any tribunal of competent jurisdiction, the remaining provisions shall not be affected and shall be carried out as closely as possible according to the original intent.
Term and Termination
a. The term of this Agreement shall commence on the Start Date stated in the Order Form and shall continue in full force unless terminated earlier under the provisions of this Section until the end of the term. Unless otherwise stated the customer has the right to have access to the online database during the period set out in the order form and the right to access the reports in perpetuity.
b. Failure by either party to comply with any material term or condition under this Agreement or a proposal document issued hereunder shall entitle the other party to give the party in default written notice requiring it to cure such default. If the party in default has not cured such default within thirty (30) days of receipt of notice, the notifying party shall be entitled, in addition to any other rights it may have, to terminate this Agreement (and all Order Forms issued hereunder) and/or the individual Order Forms by giving notice effective immediately. Arbitration of such a dispute will be by a third party agreed between TBRC and the client.
c. This Agreement or individual Order Form may be terminated immediately by either party through written notice in the event that either party ceases to carry on business as a going concern, becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation, or a receiver is appointed with respect to a substantial part of such party's assets.
d. Upon termination of this Agreement and Order Form(s), Customer shall pay TBRC for all services provider under the affected Order form(s) up to the effective date of termination. In addition Customer agrees, within ten (10) days after termination, to deliver to TBRC at TBRC‟s discretion either: (i) the original and all copies of the Deliverables and related materials received by Customer in connection with the terminated work for which TBRC has not been paid in the course of performance; or (ii) a certificate certifying that Customer has destroyed the original and all copies of such Deliverables and related materials.
e. The rights and remedies of TBRC provided in this Section shall not be exclusive and are in addition to all other rights and remedies provided at law, in equity or otherwise under this Agreement or Order Forms hereunder.