Ts & Cs of business

Science Impact Limited Standard Terms and Conditions

1. Interpretation

   1. Definitions. In these Conditions, the following definitions apply:

      “Article Approval Deadline”	the date by which the Customer’s approval of the article is to be communicated to the Supplier, as specified in the Order.
      “Business Day”	a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
      “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 11.7.
      “Contract”	the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
      “Customer”	the person or firm who purchases the Services from the Supplier.
      “Deliverables”	articles and other publications, as set out in the Order.
      “Force Majeure Event”	has the meaning given to it in clause 10.1.
      “Good Industry Practice”	the exercise of that degree of skill, diligence, prudence and foresight which, as at the relevant time, would reasonably and ordinarily be expected from a skilled and experienced provider of the Services.
      “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
      “Order”	the Customer’s order for the supply of Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.
      “Services”	the publishing services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification below.
      “Service Specification”	the description or specification for the Services provided in writing by the Supplier to the Customer.
      “Supplier”	Science Impact Limited a limited company registered in England and Wales with company number 10100108 and with our registered office at 42 Ravenswood Road, Redland, Bristol BS6 6BT.

   2. Construction. In these Conditions, the following rules apply:
      1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
      2. a reference to a party includes its successors or permitted assigns;
      3. 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;
      4. 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
      5. a reference to writing or written includes faxes and e-mails.

2. Basis of contract

   1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
   2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”).
   3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
   4. Any samples, drawings, descriptive matter or advertising issued by the Supplier or contained on the Supplier’s website at www.impact.pub are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
   5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   6. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 40 Business Days from its date of issue.

3. Supply of Services

   1. The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
   2. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order and shall report on the progress of the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
   3. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
   4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill and in accordance with Good Industry Practice.

4. Customer’s obligations

   1. The Customer shall:
      1. ensure that the terms of the Order are complete and accurate;
      2. co-operate with the Supplier in all matters relating to the Services;
      3. provide the Supplier in a timely manner and before the Article Approval Deadline with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
   2. The Customer warrants that the information and materials it provides in accordance with clause 4.1.3 are complete and accurate in all material respects and the Customer acknowledges that the Supplier shall not be liable for any errors or omissions in such information and materials.
   3. The Customer undertakes to proof-read and approve (or provide comments if applicable) each Deliverable prior to the Article Approval Deadline.
   4. If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
      1. the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
      2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
      3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5. Charges and payment

   1. The charges for the Services shall set out in the Order or, if no charges are quoted, the charges set out in the Supplier’s published price list as at the date of provision of the Services.
   2. The Supplier reserves the right to:
      1. increase the charges for the Services, by giving notice to the Customer, to reflect any increase in the cost of the Supplier providing the Services that is due to:
         1. any request by the Customer to change the Service Specification; or
         2. any Customer Default, including but not limited to delay caused by any instructions of the Customer in respect of the Services or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Services.
   3. The Supplier shall invoice the Customer for Services on acceptance of the Order.
   4. The Customer shall pay each invoice submitted by the Supplier:
      1. In accordance with the provisions of the Order or otherwise within 30 days of the date of the invoice; and
      2. in full and in cleared funds to a bank account nominated in writing by the Supplier.
   5. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
   6. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
   7. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law.

6. Intellectual property rights

   1. All Intellectual Property Rights in the Deliverable(s) created in accordance with the Service Specification shall be owned by the Customer.
   2. The Customer agrees that the Deliverables will be published under a Creative Commons Attribution Non-Commercial copyright licence and shall enter into any documents or take such other actions are may be required to enable such publication.
   3. The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
   4. Where the Supplier considers it useful in the development and production of a final written article, and following agreement with the Customer, the Customer may provide materials to the Supplier to incorporate into the article. Where it does so, the Customer warrants that:
      1. it is the legal and beneficial owner of the relevant materials and/or that it has sought consent of the third party owner of such materials for the Supplier to incorporate, reproduce and distribute them; and
      2. the relevant materials do not infringe the Intellectual Property Rights of others and will not cause damage or harm to the Supplier, including but not limited to the Supplier’s reputation.
   5. The Customer indemnifies and holds harmless the Supplier from and against all claims, demands, losses, costs, charges and expenses (including, without limitation, reasonable legal expenses) arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights due to the use, reproduction and/or distribution of all or part of any such materials.
   6. In the event of any claim, demand or action being made to which clause 6.4 applies, the Customer shall, at its own expense, promptly use all reasonable efforts to procure for the benefit of the Supplier the right to continue using, reproducing and/or distributing any relevant materials.

7. Confidentiality

   A party (“receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (“disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract.

8. Limitation of liability

   1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation; and
      3. any other liability which cannot be limited by law.
   2. Subject to clause 8.1:
      1. the Supplier 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
      2. the Supplier’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 payable in connection with the Contract.
   3. This clause 8 shall survive termination of the Contract.

9. Termination

   1. The Supplier may terminate the Contract for convenience, in which case it shall refund the Customer the charges paid in connection with the Services. The refund of the charges paid shall be the Customer’s sole remedy in connection with the termination of the Contract and the Customer agrees it shall have no further claim against the Supplier.
   2. The Customer may terminate the Contract for convenience prior to publication of the Deliverable, provided that:
      1. where the Customer terminates the Contract before the Article Approval Deadline, the Customer shall be obliged to pay the Supplier fifty per cent (50%) of the total charges for the Services; or
      2. where the Customer terminates the Contract after the Article Approval Deadline, the Customer shall be obliged to pay the Supplier one hundred per cent (100%) of the of the total charges for  the Services.
   3. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
      2. the other party suspends, or threatens to suspend, payment of its debts or is unable or deemed unable to pay its debts as they fall due or admits inability to pay its debts;
      3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) 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;
      4. 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 the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
      5. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
      6. 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);
      7. the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
      8. 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;
      9. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.3.2 to clause 9.3.8 (inclusive);
      10. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
      11. the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
   4. Without limiting its other rights or remedies, the Supplier may suspend the supply of the Services or terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
   5. On termination of the Contract for any reason:
      1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      2. the accrued rights and remedies of the parties as at termination shall not be affected, 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
      3. clauses which expressly or by implication have effect after termination shall continue in full force and effect.

10. Force majeure

    1. For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or 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.
    2. The Supplier 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.
    3. If the Force Majeure Event prevents the Supplier from providing any of the Services for more than thirty (30) days, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

11. General

    1. Assignment and other dealings.
       1. Neither party shall, without the prior written consent of the other party, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
    2. Notices.
       1. Any notice or other communication given to a party under or in connection with this 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 or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
       2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(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 by fax or e-mail, one Business Day after transmission.
       3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    3. Severance.  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.
    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 under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor 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.
    5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
    6. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    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 the Supplier.
    8. Governing law. This Agreement 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.
    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).