Subscription to richardtalksretail

1. INTERPRETATION

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

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 2.1.

Conditions: these terms and conditions as amended from time to time in accordance with clause 10.7.

Contract: the contract between the Supplier and the Subscriber for the supply of Subscription in accordance with these Conditions.

Insolvency Event: means any of the following:

(a) an application or order is made for the winding up or dissolution or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of a person (other than a solvent voluntary winding up for the purpose only of a reconstruction or amalgamation);

(b) an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of a corporation or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within seven days (other than a solvent voluntary liquidation for the purpose only of a reconstruction or amalgamation);

(c) a receiver, receiver and manager or administrative receiver is appointed in respect of any property of a corporation;

(d) a person enters into or takes any action to enter into an arrangement (including a scheme of arrangement or deed of company arrangement), composition or compromise with, or assignment for the benefit of, all or any class of the person’s creditors or members or a moratorium involving any of them (other than for the purposes of a solvent reconstruction, takeover or amalgamation); or any other analogous event occurs to either party in a jurisdiction other than the jurisdiction of this Contract.

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.

Subscriber: the person or firm who purchases the Subscription from the Supplier.

Subscription: access to the services provided by the Supplier as set out in Schedule 1.

Subscription Fee: the charges payable by the Subscriber for the supply of the Subscription as set out in Schedule 2.

Supplier: RAH Advisory Limited (registered in England and Wales with company number 07985534).

Website: richardtalksretail.com

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 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 e-mails.

2. BASIS OF CONTRACT

2.1 The Contract shall come into existence (Commencement Date) when the Supplier issues the Subscriber with a username and password for the Website, and shall continue for a period of twelve months.

2.2 The Contract constitutes the entire agreement between the parties. The Subscriber 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.

2.3 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. THE SUBSCRIPTION

3.1 The Supplier shall provide the Subscriber with access to the Website as part of the Subscription.

3.2 The Supplier shall provide the Subscriber with a unique username and password for the purpose of accessing the Website. The Supplier does not permit the Subscriber to share usernames and passwords with any other individual, nor with multiple users on a network.

3.3 While the Supplier endeavours to ensure that the Website is normally available 24 hours a day, the Supplier shall not be liable if for any reason the Website is unavailable at any time or for any period.

3.4 Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Supplier’s control.

3.5 The Supplier shall have the right to make any changes to the Subscription which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Subscription, and the Supplier shall notify the Subscriber in any such event.

3.6 The Supplier warrants to the Subscriber that the Subscription will be provided using reasonable care and skill.

4. SUBSCRIPTION FEE AND PAYMENT

4.1 The Subscriber shall pay the Subscription Fee in consideration for the Subscription.

4.2 The Subscriber shall pay the Subscription Fee using a credit card on the Website. The Supplier shall inform the Supplier if it is unable to use such payment method, and in such circumstances, the Supplier shall invoice the Subscriber on, or shortly after the Commencement Date. Any expenses properly incurred by the Supplier in accordance with Schedule 2, shall be invoiced separately, promptly after they are incurred.

4.3 The Subscriber shall pay each invoice submitted by the Supplier:

(a) within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

4.4 All amounts payable by the Subscriber under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Subscriber, the Subscriber 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 Subscription at the same time as payment is due for the supply of the Subscription.

4.5 If the Subscriber fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Subscriber shall pay interest on the overdue amount at the rate of 2% per annum above the base rate of the Bank of England 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 Subscriber shall pay the interest together with the overdue amount.

4.6 The Subscriber shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Subscriber against any amount payable by the Supplier to the Subscriber.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Unless otherwise stated, all Intellectual Property Rights in or arising out of or in connection with the Subscription shall be owned by the Supplier. The Supplier grants to the Subscriber a personal, non-transferable license to use the materials provided as part of the Subscription in accordance with the remainder of this clause 5.

5.2 The Subscriber is permitted to print and download extracts from the Website for their own use, provided the Subscriber complies with clause 3.2.

5.3 If there is a breach of any of the terms in these Conditions, the Subscriber’s permission to use the Website automatically terminates and the Customer must immediately destroy any downloaded or printed extracts from the Website.

6. LIMITATION OF LIABILITY

6.1 Nothing in these Conditions shall limit or exclude the liability of the Supplier 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; or

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

6.2 Subject to clause 6.1:

(a) the Supplier shall under no circumstances whatever be liable to the Subscriber, 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) the total liability of the Supplier to the Subscriber 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 £12,000.

6.3 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.

6.4 This clause 6 shall survive termination of the Contract.

7. TERMINATION

7.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party [one month’s] written notice.

7.2 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 30 days of receipt of notice in writing to do so;

(b) an Insolvency Event occurs in relation to the other party; or

(c) the other party (being an individual) is the subject of a bankruptcy petition or order.

7.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Subscriber if the Subscriber fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so.

7.4 Without limiting its other rights or remedies, the Supplier may suspend provision of the Subscription under the Contract or any other contract between the Subscriber and the Supplier if the Subscriber becomes subject to any of the events listed in clause 7.2(b) or 7.2(c), or the Supplier 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.

8. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

(a) the Subscriber shall immediately pay to the Supplier all of the outstanding unpaid invoices and interest of the Supplier and, in respect of the Subscription supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Subscriber immediately on receipt;

(b) the Subscriber’s access to the Website shall be terminated;

(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.

9. FORCE MAJEURE

9.1 Neither party will be liable to the other for any failure or delay or for the consequences of any failure or delay in performance of this Contract if it is due to any event beyond the reasonable control of a party to this Contract (“Force Majeure Event”).

9.2 If the Force Majeure Event prevents the Supplier from providing any of the Subscription for more than four weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Subscriber.

10. GENERAL

10.1 Assignment and other dealings: Neither party shall, without the prior written consent of the other party, assign, transfer or deal in any other manner with any or all of its rights or obligations under the Contract.

10.2 Notices: Any notice, demand or communication in connection with this Contract will be in writing and may be delivered by hand, post or e-mail, addressed to the recipient at its registered office or any other address (including an email address) notified to the other party in writing in accordance with this clause as an address to which notices, invoices and other documents may be sent. The notice, demand or communication will be deemed to have been duly served:

(a) if delivered by hand, at the time of delivery;

(b) if delivered by post, 48 hours after being posted or in the case of Airmail 14 Business Days after being posted; or

(c) if delivered by e-mail, at the time of sending, provided that a confirming copy is sent by first class post to the other party within 24 hours after sending and that no notification informing the sender that the message has not been delivered has been received by the sender.

10.3 Severance: If any clause or part of this Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this Contract and will be ineffective without, as far as is possible, modifying any other clause or part of this Contract and this will not affect any other provisions of this Contract which will remain in full force and effect

10.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise 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 the 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.

10.5 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.

10.6 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.

10.7 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 in writing and signed by the Supplier.

10.8 Governing law & Jurisdiction. 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 laws of England. Both parties irrevocably submit to the exclusive jurisdiction of the English courts 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).

SCHEDULE 1

THE SUBSCRIPTION

The Subscription shall comprise access to the following:

1. Strategy Papers: Access to two new strategy papers per week written by Richard Hyman, covering key strategic issues as determined by the Supplier. The papers shall be published on the Website, and an archive of previous papers shall also be available on the Website.

2. Data Analysis: Richard Hyman’s commentary on retail and economic data published by sources like the Office of National Statistics, in the form of dashboards published on the Website.

3. Forecasts: Richard Hyman’s forecasts in respect of retail and economic data published by sources like the Office of National Statistics, in the form of dashboards published on the Website.

4. Webinars: Pre-recorded talks, conducted by Richard Hyman, on retail related topics, to be available on the Website.

5. Breakfasts: Access to invitation-only breakfasts hosted by Richard Hyman to discuss industry issues of the day. The Subscriber will receive at least two invitations per year.

6. Consultancy Time: Two half days of Richard Hyman’s time, the activities, location and dates to be agreed in advance by the Supplier and the Subscriber.

SCHEDULE 2

THE SUBSCRIPTION FEE

£12,000 per Subscription per annum

The Subscriber shall bear any reasonable travel and accommodation expenses incurred by the Subscriber in the course of fulfilling paragraph 6 of Schedule 1. Such expenses shall be agreed by the parties in advance of them being incurred by the Subscriber.