These Terms and Conditions (“Terms and Conditions”) govern your access to and use of the SFG20 Service (defined below), including access on a free trial or demonstration basis. By using the SFG20 Service in any way, you indicate your agreement to these Terms and Conditions. If you are accepting these Terms and Conditions on behalf of a company or other organisation, you represent that you have the authority to bind that company or organisation to these Terms and Conditions, and the terms “you”, “your” and “Subscriber”) will refer to that company or organisation. The SFG20 Service is made available for business use only. You may not use the SFG20 Service if you are acting as a consumer as defined under applicable law.
If you do not have the requisite authority to bind your company or organisation, if you are a consumer or if you do not agree to be bound by these Terms and Conditions, you may not use the SFG20 Service.
Please note that we may change these Terms and Conditions from time to time. Unless otherwise specified by us, all changes to the Terms and Conditions come into force on the date that the changes are posted to the SFG20 website (including for existing subscribers). Changes will be notified through the SFG20 Service or may be (but are not required to be) communicated by e-mail. These Terms and Conditions came into force on 1st May 2016.
1. About us
The SFG20 Service is provided by BESA Publications Limited whose registered office is at Old Mansion House, Eamont Bridge, Penrith, Cumbria CA10 2BX (“BESA Publications”, “we”, “us” or “our”). We are registered in England and Wales under company number 03034318. Our VAT number is 188752161.
If you need assistance, have any queries or wish to make a complaint, please contact us by e-mail at SFG20.info@theBESA.com or by telephone on 01768 860405 between the hours of 9:00 am to 5:00 pm GMT, Monday to Friday (excluding public holidays in England).
2. The SFG20 Service
2.1 The SFG20 Service is a hosted service provided by us from the website at www.SFG20.co.uk, (as varied from time to time) (the “SFG20 website”) which permits access to the SFG20 library of standard maintenance specifications for building engineering services, together with technical updates and current legislative references (the “SFG20 Service”). A more detailed description of the SFG20 Service is available on the SFG20 website and/or in any technical or other documentation or materials (including any user instructions) provided by us through the SFG20 website or otherwise (“User Guides”).
2.2 The SFG20 Service is provided on a subscription basis. Subscriptions are for a number of users (“Subscription Users”), for the appropriate period (“Subscription Term”) (as set out in the Order). There are currently two subscription products - Core Plus and Service Model (“Subscription Products”) – additional levels of access, customisation and ability to print or otherwise export SFG Materials can also be requested (“Subscription Add-ons”). Further information on the Subscription Products is available on the SFG20 website and the features of each Subscription Product are listed on the product description page of the website www.SFG20.co.uk/products on the SFG20 website (“Product Description”). Please note that features and materials offered in the different Subscription Products or as otherwise part of the SFG20 Service may be added to, withdrawn or changed without notice at any time. No refunds will be given.
3. Free trial or demonstration
3.1 We may from time to time offer free trials, demonstrations or evaluation access to the SFG20 Service (“Free Trial or Demonstration”) and in those circumstances, you are only permitted to access the SFG20 Service for the purpose of deciding whether to purchase a subscription to use the SFG20 Service and to evaluate the different Subscription Products. You may not use a Free Trial or Demonstration for any other purpose (in particular you are not permitted to use a Free Trial or Demonstration to analyse the SFG20 Service in order to establish a competing service or product or to transact any business). A Free Trial or Demonstration is limited in time and scope as set out in the applicable communication to you by us. At the end of the Free Trial or Demonstration, you will have no further right to use the SFG20 Service unless you have purchased a subscription in accordance with these Terms and Conditions.
3.2 Notwithstanding any agreed period in which any Free Trial or Demonstration is to be made available, we have the right to terminate any Free Trial or Demonstration at any time. We are not obliged to provide you with any Free Trial or Demonstration.
3.3 Save as set out in this clause 3.3, you may not record, take screen shots of, retain, download, print, share, copy, broadcast, distribute or otherwise make available any content, data or material from any part of the SFG20 Service to which you have been given access as part of any Free Trial or Demonstration or permit any person to do any of the restricted acts set out in clause 5.2(b) (and for the purposes of this clause “Permitted Business Purpose” shall be as set out in clause 3.1 and this clause 3.3). You may print or share a limited amount of such content, data or material for the purposes of sharing it within your organisation, solely for the purposes of deciding whether or not to purchase a subscription for a Subscription Product.
3.4 Clause 9 applies to your Free Trial or Demonstration.
3.5 No warranty or guarantee of any kind is given by us in relation to any Free Trial or Demonstration.
4. How to order
4.1 You must use the Order form to submit an order to subscribe to a Subscription Product (“Order”). Your completed Order will be treated as an offer by you to purchase a subscription from us, for the number of Subscription User(s), for the Subscription Product including any chosen Subscription Add-ons and for any other products specified in your completed Order, subject to these Terms and Conditions. We are not obliged to accept any Order but if we do, we will communicate our acceptance in writing (which may be by email). Your accepted Order together with these Terms and Conditions shall be the contract between us for the purchase by you and supply by us of the SFG20 Service specified in your accepted Order.
4.2 These Terms and Conditions apply to your contract with us to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
5. Licence to use the SFG20 service
5.1 Licence: Subject to you purchasing a subscription, we hereby grant to you a non-exclusive, non-transferable right for the specified number of Subscription Users to access and use the SFG20 Service (including, without limitation, the SFG20 Materials (defined below)) in accordance with your Subscription Product and Subscription Add-ons during the Subscription Term in accordance with these Terms and Conditions.
5.2 Licence Conditions: The licence set out in clause 5.1 (“Licence”) is subject to the following conditions (“Licence Conditions”):
a) purpose: Access to and use of the SFG20 Service is only permitted for the following organisations and for the following purposes:
i. maintenance contractors: for the purposes of the maintenance of their clients’ building services equipment and use in bidding for new building maintenance clients provided that such services do not include the right for their clients themselves to use any SFG20 Materials in the performance of their maintenance activities (such clients would need to subscribe directly for a Subscription Product)
ii. end users: which terms shall, for the avoidance of doubt include, but not be limited to, building owners, landlords, building occupiers for the purposes of the maintenance of their own building services equipment (or that of their subsidiaries, holding companies or subsidiaries of such holding companies (as such terms are defined in the Companies Act 2006) (“Affiliates”)
iii. construction and maintenance consultants: for the provision of professional services to their clients, provided that such services do not include the right for their clients themselves to use any SFG20 Materials in the performance of their maintenance activities other than those SFG20 Materials customised to its client and supplied by the consultant in hard copy as part of its ongoing services performed under its engagement (otherwise, such clients would need to subscribe directly for an SFG20 Subscription Product).
iv. subject to our prior written consent, for the purposes of non-commercial research or study and/or the provision of training to students, trainees or apprentices.
(“Permitted Business Purpose”)
b) restrictions: You shall not:
i. use the SFG20 Service or any of the SFG20 Materials for any purpose other than the Permitted Business Purpose, or
ii. except to the extent expressly permitted under these Terms and Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the SFG20 Service and/or the SFG20 Materials (as applicable) in any form or media or by any means, or
iii. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SFG20 Service or SFG20 website, or
iv. access all or any part of the SFG20 Service and/or SFG20 Materials (defined below) in order to build or provide a product or service which competes with the SFG20 Service or SFG20 Materials, or
v. incorporate any part of the SFG20 Service or SFG20 Materials into any other product or service (including any online service), or
vi. except to the extent expressly permitted under these Terms and Conditions, license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the SFG20 Service and/or SFG20 Materials available to any third party, or
vii. use or attempt to use the SFG20 Services and/or SFG20 Materials outside the scope of the number of Subscription Users, Subscription Product, Subscription Term and/or Subscription Add-ons purchased by you, or
viii. attempt to obtain, or assist third parties in obtaining, access to the SFG20 Service and/or SFG20 Materials, other than as expressly permitted under these Terms and Conditions.
c) Subscription Users: Access to and use of the SFG20 Service is only permitted for your employees and support personnel who are authorised by both BESA Publications and the Subscriber and who need to use the SFG20 Service for the Permitted Business Purpose (“Subscription Users”). In relation to Subscription Users:
i. all Subscription Users must be authorised by the Subscriber prior to using the SFG20 Service
ii. Subscription Users may only use the SFG20 Service for the Permitted Business Purpose and for no other purpose
iii. you will ensure that each Subscription User keeps a secure password for his or her use of the SFG20 Service and keeps his or her password confidential
iv. passwords and usernames shall not be shared by Subscription Users with any person
v. you will remain responsible and liable for the compliance of each of your Subscription Users with these Terms and Conditions
vi. we may monitor your use of the SFG20 Service to ensure that it is in accordance with these Terms and Conditions.
d) SFG20 Materials: As part of the SFG20 Service you and your Subscription Users will be given access to data, content and materials (such as maintenance specifications, legislative references and updates, templates (including customisable templates) and other information or material. In these Terms and Conditions all data, content and materials (including the User Guides and Product Description) made available by us via or through the SFG20 Service are referred to as the “SFG20 Materials” and all references to access to or use of the SFG20 Service shall include access to and use of the SFG20 Materials in accordance with these Terms and Conditions for the specified number of Subscription Users, including the use of any Subscription Add-ons during the Subscription Term. The following specific conditions apply in relation to the SFG20 Materials:
i. the right to electronically display SFG20 Materials retrieved from the SFG20 Service is limited to the display of those SFG20 Materials primarily to Subscription Users
ii. the right to print individual task schedules is available for all Subscription Products, provided that such right extends only to the printout of a reasonable number of individual task schedules using the printing commands in the SFG20 Service or the Subscription User’s web browser software
iii. Core Plus Subscription Product and Service Model Subscription Product subscribers may, in addition to the rights set out above, print out up to two copies of their books of maintenance standards or service model booklets respectively using the printing commands in the SFG20 Service or the Subscriber’s web browser software. Such subscribers may purchase credit packs, with each credit pack permitting additional PDF copies to be printed
iv. Service Model Subscription Product subscribers may pay an additional fee to permit unlimited PDF printing and unlimited downloads in xml format to enable such information to be incorporated into tender documents. This additional fee (“Unlimited Fee”) is to be paid and collected as part of the normal subscription Direct Debit payment. If however the subscription payment is by invoice then the additional unlimited fee will be paid in advance;
v. unless expressly permitted in these Terms and Conditions or in the Product Description for the applicable Subscription Product:
- subscribers may not download any SFG20 Materials nor make (nor permit any third party to make) more than one copy of any SFG20 Materials printed directly from the SFG20 Service
- subscribers may not reuse copies of SFG20 Materials which they have printed specifically for use in relation to a particular client or customer, for a different client or customer
- the SFG20 Materials may not be uploaded into any third party CAFM system or any other third party software products or systems unless the Subscriber has paid for the appropriate Subscription Add-on or purchased the appropriate rights via an SFG20 approved third party provider, and
- the SFG20 Materials may not be uploaded to any portable or hand held devices or systems unless the Subscriber has paid for either the appropriate Subscription Add-on or that service via an SFG20 approved third party provider, and
- subscribers who use the SFG20 Service to provide services to their clients or customers, may not permit such clients or customers to use any SFG20 Materials themselves in relation to the performance of maintenance activities and must inform their clients and customers that if they wish to use the SFG20 Materials for their own maintenance activities, they must purchase a subscription directly;
vi. All access to and use of the SFG20 Materials via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the SFG20 Services is strictly prohibited. Use of the SFG20 Materials is permitted only via manually conducted, discrete, individual search and retrieval activities;
vii. Save as expressly permitted in clause 5.2(d)(iv), incorporation of or reference to the SFG20 Service or SFG20 Materials in any other software package, application or web service, including but not limited to FM maintenance packages, O&M documentation libraries or helpdesk systems, whether the Subscriber’s own or provided by a third party, is prohibited;
viii. You shall not remove, obscure or tamper with any copyright, trademark or other proprietary notice contained in the SFG20 Service or on any SFG20 Materials (including any permitted print outs of SFG20 Materials);
ix. Except as expressly provided in these Terms and Conditions, you are otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing or using the SFG20 Materials
5.3 You shall not, and you shall ensure that the Subscription Users do not, access, store, distribute, publish, make available or transmit any viruses, worms, Trojan horses, other malware or any material during the course of your or their use of the SFG20 Service that is unlawful, harmful, threatening, bullying, defamatory, obscene, infringing, harassing, discriminatory, gives the impression that it emanates from us or any other person, if this is not the case; infringes the copyright, trademark or other intellectual property rights of any third party; or causes or risks damage or injury to any person or property. We reserve the right, without liability to you or to any Subscription User, to disable your or their access to any material that breaches or which we reasonably believe may breach the provisions of this clause, to remove any such material, to disable or terminate any Subscription User’s access to the SFG20 Service or to terminate your access to the SFG20 Service in the event of any breach of this clause 5.3. No refunds shall be given.
5.4 You shall not and shall ensure that the Subscription Users shall not attempt to interfere with, damage or disrupt (intentionally or unintentionally, whether by denial of service attack, distributed denial of service attack, system overload, high usage or automated usage or otherwise howsoever) any part of the SFG20 Service or any equipment or network on which the SFG20 Service is stored.
5.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the SFG20 Service and, in the event of any such unauthorised access or use, promptly notify us.
5.6 The rights provided under this clause 5 are granted to you only, and shall not be considered granted to any of your Affiliates.
5.7 You must ensure that where these Terms and Conditions allow you to permit an unauthorised person to have access to the SFG20 Materials that the unauthorised person only uses those SFG20 Materials in accordance with these Terms and Conditions and within the scope of the purposes for which you are allowed under these Terms and Conditions to permit their access to the SFG20 Materials.
6. Changing your Subscription Product and Subscription Add-ons
You may upgrade your Subscription Product or Subscription Add-ons during a Subscription Term at the rates set out in the SFG20 website from time to time by submitting an Order. We are not obliged to accept any Order for changes to Subscription Products or Subscription Add-ons but if we do, we will issue a written acceptance (which may be by email) and once you have paid the additional fees, your Subscription Product or Subscription Add-on shall be increased in accordance with your Order. You may not reduce your Subscription Product or Subscription Add-ons during any Subscription Term.
7. Charges and payment
7.1 Unless stated otherwise in any Order and subject to clause 13, each Subscription Term commences on the date set out in the written acceptance of your Order by us (“Commencement Date”). All fees, including subscription fees (“Subscription Fees”) are payable and set out in accordance with the SFG20 website. Subscription Fees are annual and payable monthly by direct debit or in advance (with permission by SFG20) 30 days upfront by invoice. Payment shall be by direct debit or, where no direct debit facility has been put in place, and we inform you that we will accept payment by cheque or direct bank transfer within 30 days of the date of our invoice. In the case of invoiced payments, you shall be permitted to use the SFG20 Service once your payment has cleared with us. In the case of direct debit payments, you shall be permitted to use the SFG20 Service once you have agreed to the SFG20 Contract. Fees for Subscription Add-ons are payable at the time of request for such a Subscription Add-on. Any additional rights covered by any Subscription Add-on are not exercisable by you unless and until payment for them has been received in full.
7.2 If you pay on direct debit, you may agree to automatic renewal of your current Subscription Term at the then current Subscription Fees. Otherwise prior to the expiry of the current Subscription Term, we may notify you that you can renew the Subscription Term. If you wish to do so, the Subscription Fee shall be the then current rates notified by us to you.
7.3 All amounts and fees stated or referred to in these Terms and Conditions
a) shall be payable in pounds sterling
b) are non-cancellable and non-refundable
c) are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
7.4 We shall be entitled to vary the Subscription Fees and the fees payable in respect of credit packs or the Unlimited Fee at any time during a Subscription Term upon 14 days' prior notice to you at any time. Such changes shall take effect from the date of your next payment (which may be the second instalment of a current Subscription Fee) and we shall be entitled to or collect any additional payment by direct debit or invoice you for any additional payment required from you and you shall pay such sum within 30 days of the date of our invoice. If, as a result of the increase in the Subscription Fee or any other fees, you do not wish to pay the additional amount, you may terminate your subscription on 10 day’s written notice to us. No refunds will be given.
7.5 Without prejudice to our other rights and remedies, if you fail to pay the Subscription Fee (or any instalment of the Subscription Fee) or any other fee due and payable under these Terms and Conditions by the due date for payment, we may
a) suspend your access to the SFG20 Service until all overdue amounts (including interest) are paid in full, and/or
b) charge interest on the overdue amount at the rate of 8% per annum above the base rate of the Bank of England from the due date for payment until the date the payment is made in full, whether before or after judgement.
8. Subscriber data
8.1 You shall own all rights, title and interest in and to all of your business information which you or your Subscription Users input into any of the SFG20 Materials or the SFG20 Service, but you do not own any right, title or interest in the SFG20 Materials themselves or any customisable contents or customisations of such SFG20 Materials which have not originated solely from you or your Subscription Users and which do not consist solely of your business information (“Subscriber Data”). You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Subscriber Data. You hereby grant to us a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, distribute, display, modify and create derivative works of such Subscriber Data solely for the purposes and to the extent necessary to provide the SFG20 Service.
8.2 Whilst we will not intentionally delete your Subscriber Data during a Subscription Term, we shall have no liability for storing or failing to store your Subscriber Data during the Subscription Term. We will delete all your Subscriber Data 90 days after the end of your last Subscription Term. Please note that we may introduce charges for data storage (“Data Storage Fee”) if you exceed any data limit we specify from time to time and your right to continue to use the SFG20 Service shall be subject to you paying the applicable Data Storage Fee (which shall be payable by direct debit or within 30 days of the date of invoice).
9. Intellectual property rights
You acknowledge and agree that (save for the Subscriber Data) we and/or our licensors own all right, title and interest to and all intellectual property rights (including all copyright, patent, trade mark and other intellectual property rights) in the SFG20 Service and the SFG20 Materials, including the SFG20 website, any related software, any databases, data (other than Subscriber Data), technology, reports, templates, models and documentation. Except as expressly stated herein, these Terms and Conditions do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the SFG20 Service or SFG20 Materials.
10. Limited warranty and exclusions
10.1 Subject to these Terms and Conditions, we warrant (for your benefit only) that the SFG20 Service shall operate materially in accordance with the User Guides.
10.2 We do not warrant that your use of the SFG20 Service will be uninterrupted or error-free; nor that the SFG20 Service, User Guides, other SFG20 Materials and/or the information obtained by you through the Service will meet your requirements.
10.3 We do not warrant that the content of the SFG20 Materials or any information provided as part of the SFG20 Service is complete, accurate and up to date. The SFG20 Service and/or SFG20 Materials is not and should not be deemed to be a substitute for professional or legal advice or judgment nor to provide technical advice with respect to particular circumstances. Whilst reasonable efforts are made to keep the SFG20 Materials up to date you should obtain independent verification or advice before relying upon any piece of information in circumstances where loss or damage may result. Please note that the SFG20 Service is based on and in England and Wales and is currently targeted at subscribers operating with properties in England and Wales only. No legislation is included from any other jurisdiction.
10.4 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the SFG20 Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
10.5 Except as expressly provided in these Terms and Conditions, no warranty, condition, undertaking or term expressed or implied, statutory or otherwise, as to the condition, quality, performance, durability or fitness for purpose of the SFG20 Service is given by us.
10.6 Your sole and exclusive remedy for any breach by us of the limited warranty in clause 10.1, is to use reasonable endeavours to remedy any defect in the SFG20 Service or, if we deem it impractical to do so (in our sole discretion) to permit you to terminate your Subscription Term and to reimburse you for such of the Subscription Fee (or any other fee) as you have pre-paid and which relates to the period after termination of your Subscription Term. The warranty set out in clause 10.1 does not apply to any Free Trial or Demonstration.
You shall defend and indemnify us and keep us indemnified against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the SFG20 Service and/or SFG20 Materials.
12. Limitation of liability
12.1 This clause 12 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors or those of our Affiliates) to you in respect of:
a) any breach of these Terms and Conditions
b) any use made by you of the SFG20 Service and/or SFG20 Materials or any part of them, and
c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms and Conditions.
12.2 Except as expressly and specifically provided in these Terms and Conditions:
a) you assume sole responsibility for use of the SFG20 Service and the SFG20 Materials by you and your Subscription Users
b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms and Conditions, and
c) the SFG20 Service and the SFG20 Materials are provided to the Subscriber on an "as is" basis.
12.3 Nothing in these Terms and Conditions excludes or restricts our liability for:
a) death or personal injury caused by our negligence, or
b) fraud or fraudulent misrepresentation, or
c) any other matter the liability for which cannot be restricted or excluded by law.
12.4 Subject to clause 12.2 and clause 12.3:
a) we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms and Conditions, and
b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms and Conditions shall be limited to the total Subscription Fees paid by you during the 12 months immediately preceding the date on which the claim arose.
13. Term and termination
13.1 The SFG20 Service shall, unless otherwise terminated in accordance with these Terms and Conditions, commence on the Commencement Date and continue for the Subscription Term. Subject to alternative agreement set out in the Order, in the event that no notice of termination has been received by BESA Publications prior to 90 days before expiry of the Subscription Term, this Agreement shall continue for a further period equal to the initial Subscription Term. Your continued use of the services after receipt of a renewal invoice confirms your acceptance of the subsequent Subscription Term contained therein. In such circumstance, you will be liable for the relevant Subscription Fees together with the fees for any relevant Subscription Add-ons, and so on for subsequent Subscription Term’s. This Agreement, including the Additional Terms, may be changed from time to time as described below or by written agreement. Subscription Fees, Subscription Add-on fees and payment terms may be changed in accordance with your applicable price schedule; all other provisions may be changed by BESA Publications immediately upon notice. Continued use of the SFG Services and/or SFG20 Materials following any change constitutes acceptance of the change.
13.2 You may terminate your subscription to use the SFG20 Service at any time on 60 days’ notice in writing to us. No refunds of any Subscription Fees or any other fees or charges shall be made to you by us and you will remain liable for the full cost of your unpaid Subscription Fees.
13.3 Without prejudice to any other rights or remedies to which we might be entitled we may terminate the provision of the SFG20 Service and your use of the SFG20 Materials without liability to you, if:
a) you or any Subscription User breaches any of these Terms and Conditions, or
b) any payment due to us under this Agreement is not paid in full by its due date for payment
c) we receive complaints about your or any Subscription User’s use of the SFG20 Service
d) we reasonably believe you or any Subscription User is in breach of the provisions of Clause 5.
13.4 On termination or expiry of your subscription to use the SFG20 Service for any reason all licences granted under these Terms and Conditions and your right to use the SFG20 Service and the SFG20 Materials shall immediately terminate. Subscriber Data may be destroyed or otherwise disposed of in accordance with these Terms and Conditions.
13.5 On termination or expiry of your subscription to the SFG20 Services for any reason, the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
14. Force majeure
We shall have no liability to you or to any Subscription User if we are prevented from or delayed in performing our obligations under these Terms and Conditions, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control
15.1 A waiver of any right under these Terms and Conditions is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
15.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
16.1 If any provision (or part of a provision) of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
16.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17. Entire Agreement
17.1 These Terms and Conditions, and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
17.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
18.1 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.
18.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms and Conditions.
19. No partnership or agency
Nothing in these Terms and Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20. Third party rights
These Terms and Conditions do not confer any rights on any person or party (other than the parties to these Terms and Conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Except as otherwise provided herein, all notices and other communications to you shall be in writing or displayed electronically in the SFG20 Service by us. Notices to you shall be deemed to have been properly given on the date posted, if posted; on the date first made available, if displayed in the SFG20 Service; or on the date received, if delivered in any other manner. Notices to us should be sent to BESA Publications at the contact address shown on the SFG20 website.
22. Governing law and jurisdiction
22.1 These Terms and Conditions and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England and Wales.
22.2 The courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims) save that we have the express right (at our sole discretion) to bring an action against you in a court or courts where you are resident or where you have your principal place of business or central administration.
Copyright © 2016 by the
Building Engineering Services Association
All rights reserved