Terms and conditions

1. Definitions

In these Terms and Conditions the following words have the following meanings:

1.1 “Administration Charge”, “Fee”, “Start Date”, “Subscriber” and “Term” all have the meaning given to them on the Subscription Order Form.

1.2 “Content” means the content of the Site, including but not limited to text, images, illustrations, pdf reports, audio recording and video recordings, software (including, code, interface and website structure), look and feel, design and compilation.

1.3 “Emap” means Emap Limited

1.4 “ID” has the meaning given to it in Clause 3.1.

1.5 “Renewal Term” has the meaning given to it in Clause 7.1.

1.6 “Site” means the website located at www.architectsjournal.co.uk.

1.7 “Site Terms of Use and Privacy Policy” means the Site terms and conditions of use located at http://www.architectsjournal.co.uk/terms-and-conditions/, the privacy policy located at http://www.architectsjournal.co.uk/privacy-policy/ as may be amended from time to time by Emap.

1.8 “Subscription Order Form” means the cover sheet to these Terms and Conditions.

1.9 “Users” means each employee of the Client who is entitled to access the registered users sections of the Website as noted in the Subscription Order Form.

2. Licence

2.1 In consideration of the Fee, Emap grants to the Subscriber and the Users, a non-exclusive non-transferable limited licence to access and use the Site in accordance with these Terms and Conditions and the Site Terms of Use and Privacy Policy.

2.2 The Subscriber shall procure its Users comply with these Terms and Conditions and the Site Terms of Use and Privacy Policy and the Subscriber shall be fully responsible for any breaches by the Users of the provisions of these Terms and Conditions and the Site Terms of Use and Privacy Policy.

2.3 If there are any inconsistencies between these Terms and Conditions and the Site Terms of Use and Privacy Policy, these Terms and Conditions shall prevail.

3. Registration and user ID

3.1 Emap shall assign to the Subscriber (or, at Emap’s discretion, allow the Subscriber to select) usernames and passwords (collectively "ID") for each of the Users to access the Site. Emap reserves the right to change the ID from time to time on notice to the Subscriber.

3.2 Any additional Users agreed by Emap in writing shall be assigned (or shall select, again at Emap’s discretion) an ID for access to the Site. Emap reserves the right to vary the Fees where additional Users are agreed.

3.3 The Subscriber warrants that the information provided in the Subscription Order Form and at registration is accurate and complete and the Subscriber shall notify Emap immediately of any changes to that information by emailing info@ajbuildingslibrary.co.uk.

3.5 The Subscriber shall:

3.5.1 ensure that each User only accesses the Website with his or her ID;

3.5.2 not transfer or otherwise make available any User’s ID to any third party, including but not limited to multiple users on a network or otherwise;

3.5.3 keep all ID secret and confidential and be responsible for any unauthorised disclosure; and

3.5.4 promptly email info@ajbuildingslibrary.co.uk if the Subscriber believes that there has been unauthorised use or disclosure of a User’s ID.

4. Subscriber obligations and liability

4.1 The Subscriber shall pay to Emap on signature of the Subscription Order Form and at the start of each Renewal Term:

4.1.1 the Administration Charge; and

4.1.2 the non-refundable Fees (if any) for access to the Site by the User(s) as the same may be varied by Emap on appointment of additional User(s).

4.2 Emap may vary the Administration Charge and the Fee on notice to the Subscriber at least 40 days prior to the expiry of the Term or any Renewal Term.

4.3 The Administration Charge and the Fee are exclusive of VAT (and any other applicable taxes), which shall be payable in addition by the Subscriber.

4.4 Emap shall invoice the Subscriber annually in advance in respect of the Administration Charge and the Fees to the address submitted on the Subscription Order Form or such other address as is notified to Emap in writing by the Subscriber in accordance with these Terms and Conditions.

4.5 All invoices are due and payable by the start date of the Term or Renewal Term.

4.6 In the event of late payment, Emap reserves the right to:

4.6.1 charge interest on a daily basis from the due date to the date of actual payment (both dates inclusive) at the rate of four per cent (4%) per annum above the base rate from time to time of Barclays Bank plc;

4.6.2 suspend and/or terminate the Subscriber’s and the Users’ right to access the Site; and

4.6.3 invoice the Subscriber for all costs of Emap incurred in collecting overdue sums including, without limitation, legal fees.

5. Use of site content

5.1 All intellectual property rights in the Site and the Content are owned by Emap and/or its licensor and no such rights are assigned to the Subscriber and/or the Users under these Terms and Conditions. No part of the Site and/or the Content may be used or reproduced in any form save in accordance with this Clause 5, Site Terms of Use and Privacy Policy or as permitted by law.

5.2 Emap hereby grants to the Subscriber and the Users the right and licence in good faith to:

5.2.1 display the Site and Content on any screen for the Subscriber’s corporate purposes;

5.2.2 where a page of the Site specifically states that specific Content may be downloaded, download and store it on to a hard disk and print one copy for the Subscriber’s corporate purposes;

5.2.3 reproduce, quote and print insubstantial parts of the Content for internal use and distribution to third parties if such third parties agree not themselves to distribute the same provided that the Content is attributed to Emap with the following acknowledgement “© Emap”.

5.3 The Subscriber shall not distribute, reproduce, modify, store, transfer or in any other way use any of the Content (including by using it as part of any library, news, information, archive or similar service) other than as set out in Clause 5.2, and in particular shall not:

5.3.1 upload Content into any shared system;

5.3.2 create a database of any of the Content (other than as specified on a particular page of the Site);

5.3.3 effect or permit "spidering" of the Site, i.e. collation of an automated stream of Content;

5.3.4 include any Content in a website or make any commercial use of the Content whatsoever;

5.3.5 remove any copyright or trade mark notice from any copies of the Content.

5.4 The Subscriber shall notify Emap immediately in writing of any misuse of the Content and/or the Site including any infringement of copyright or other intellectual property rights arising in the Content and/or the Site.

5.5 For the avoidance of doubt, if there is any unauthorised use of Content by the Subscriber and/or its Users, Emap shall be entitled to suspend use of the Site immediately without any refund of the Administration Charge or any Fees and require the Subscriber to return or destroy any unauthorised copies of the Content.

5.6 The Subscriber shall permit and shall procure that the Users permit Emap to take such steps as Emap reasonably considers appropriate to monitor compliance by the Subscriber and its Users with the provisions of these Terms and Conditions and shall co-operate fully with Emap in relation to such monitoring.

6. Limitation of Liability

6.1 Emap endeavours to ensure that all Content is accurate and up-to-date at the time of publication, but the Subscriber acknowledges that the Content is provided on an “as is” and “as available” basis. All warranties, conditions and terms in relation to the Content that may be implied by statute or common law are excluded to the fullest extent permitted by law.

6.2 Emap shall not be liable for any indirect or consequential losses, costs, damages or expenses, including but not limited to loss of profits, loss of business and depletion of goodwill howsoever arising.

6.3 Emap’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the Site and/or the Content shall be limited to the sums paid to Emap by the Subscriber during the 12 months preceding the date on which the claim arose.

6.4 The Site may from time to time contain advertising and sponsorship. Emap is not responsible for either the content of the material provided by such advertisers and sponsors or their compliance with voluntary or statutory codes or provisions. In particular, Emap can provide no warranty that it will not take advertisements or sponsorship from competitors of the Subscriber.

6.5 The Subscriber shall indemnify and hold Emap, its employees, agents, officers, directors and other representatives harmless from and against all liabilities, damages, claims, actions, costs and expenses (including legal fees) which Emap may suffer or incur, in connection with or arising from any breach of these Terms and Conditions and/or the Site Terms of Use and Privacy Policy by the Subscriber and/or the Users or by any other individual that uses the Users' ID.

7. Term and termination

7.1 These Terms and Conditions shall begin on the Start Date and shall continue for the Term and continue thereafter for further renewal licence periods of [one year] (each a "Renewal Term") unless earlier terminated in accordance with these Terms and Conditions.

7.2 Without prejudice to any other rights or remedies which may be available to it, either party shall be entitled to give notice in writing to the other party terminating these Terms and Conditions with immediate effect if:

7.2.1 either party provides written notice of cancellation to the other no later than thirty (30) days prior to the end of the Term or Renewal Term (as applicable), effective on such end date, failing which it shall automatically renew for a further Renewal Term;

7.2.2 the other party commits any breach of any of the terms of these Terms and Conditions and if such breach is capable of remedy fails to remedy that breach within 5 days of being notified of the breach. For the avoidance of doubt, Emap shall be entitled to suspend and/or terminate these Terms and Conditions for breach by the Subscriber of the provisions of Clauses 3.3, 3.5 and/or for late payment; or

7.2.3 the other party enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).

7.3 Upon termination by the Subscriber under Clause 7.1.2 and/or 7.1.3, Emap shall procure a refund of the Fee pro-rata for the remaining portion of the current Term/Renewal Term. In all other circumstances there shall be no refund of the Fees. The Administration Charge shall not be refundable in any circumstances.

7.4 Termination shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination. Subject only to Clause 7.3, the Subscriber shall remain responsible for all monies due and owing to Emap under these Terms and Conditions.

8. Notices

8.1 Subject to Clause 8.2, notices served under these Terms and Conditions shall be valid only if made in writing and (in respect of notices served by the Subscriber) posted to Emap at the address notified to the Subscriber from time to time or (in respect of notices served by Emap) posted to the Subscriber at the address notified to Emap on the Subscription Order Form. All such notices sent under this Clause 8.1 shall be deemed received 48 hours after posting.

8.2 Notwithstanding the provisions of Clause 8.1, Emap may also validly serve notice upon the Subscriber on the Site, and such notice shall be deemed to take place when it appears on the Site.

9. General

9.1 These Terms and Conditions, together with the Site Terms of Use and Privacy Policy form the entire understanding between the parties.

9.2 No delay or indulgence by Emap in enforcing the provisions of these Terms and Conditions shall affect Emap’s rights under them nor shall any waiver of Emap’s rights operate as a waiver of any subsequent breach.

9.3 No right, power or remedy conferred upon or reserved for Emap is exclusive of any other right, power or remedy available to Emap provided either under these Terms and Conditions or as a matter of law and each such right, power or remedy shall be cumulative.

9.4 The Subscriber may not assign, sub-licence or otherwise transfer any of its rights or obligations under these Terms and Conditions to any third party.

9.5 If any provision of these Terms and Conditions is found to be invalid the invalidity of that provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain valid and enforceable.

9.6 Nothing in these Terms and Conditions shall operate to exclude liability that cannot as a matter of law be excluded and in particular, and notwithstanding the limitations of liability set out above, liability for death or personal injury caused by negligence of for fraud shall not be excluded or limited in any way. 10. Governing law and jurisdiction

These Terms and Conditions shall be governed by, and construed in accordance with, English law and the courts of England and Wales shall have exclusive jurisdiction, save that Emap shall be entitled to bring proceedings in the courts of the country of the User's residence or of principal place of business.