STANDARD TERMS RELATING TO SERVICE

  1. Definitions

“This Agreement” means the agreement comprised by these terms and the signed front sheet, as amended from time to time.  Any capitalised terms not defined in these Standard Terms shall bear the meaning ascribed to them in the front sheet.  The terms set out in this Agreement shall apply to the exclusion of any terms imposed by the Customer.

  1. Service
    • Oxford Abstracts will set up the Service within 14 days of receiving all such information from the Customer as it requires to provide the Service. Oxford Abstracts will make any changes reasonably requested by the Customer to the content and design of that part of the Service which is customisable to meet the Customer’s requirements, but not changes to the functionality of the Service.  Changes to the design and content will be free of charge unless, in the opinion of Oxford Abstracts, such changes represent a significant deviation from or addition to the original information supplied by the Customer.
    • The Customer may cancel the Service for any reason by notice in writing given to Oxford Abstracts within 30 days of the date on which the Service is set up and if it does so, (i) Oxford Abstracts shall repay all Charges paid and (ii) Oxford Abstracts shall have no further liability to the Customer. Oxford Abstracts reserves the right without notice to the Customer to end the Service at any time which is more than 12 months after the Conference has taken place and all conference information will be available for at least 12 months after the end of the conference.
    • Oxford Abstracts warrants that it will use reasonable skill and care in the provision of the Service, but does not warrant that the Service will be error free or uninterrupted. Oxford Abstracts’s sole liability for breach of the warranty shall be to use its reasonable efforts to maintain the Service.   In addition, Oxford Abstracts will not be liable to the Customer (and nor will any refund of charges be due) for any delay in delivery of the Service or for loss or damage arising out of any interruption or faults beyond Oxford Abstracts’s control, including non-delivery of the Service because of failure of telecommunication lines, services, software or equipment provided by a third party used by Oxford Abstracts.
    • Oxford Abstracts shall be entitled to vary the Service at any time, but if a variation adversely and materially affects the Customer, the Customer may cancel the Service by notice to Oxford Abstracts and will be entitled, as its sole entitlement, to receive repayment of all Charges paid.
    • The Customer agrees to act in a timely and competent manner with respect to its obligations under this Agreement. Oxford Abstracts reserves the right to charge the Customer any extra costs incurred by it as a result of breach of this clause at its standard time and material rates.  Any additional costs will be agreed with the customer before work is carried out.
  2. Prices and Payment
    • Oxford Abstracts may issue an invoice for payment on or at any time after signing of this Agreement. All Charges are due and payable within 30 days of invoice.  If full payment of any Charge is not made by the due date Oxford Abstracts shall, without prejudice to any other remedies, have the right not to provide the Service until such Charges are paid.
    • All Charges are exclusive of value added, sales and similar taxes of any kind. The Customer agrees to pay directly, or at the option of Oxford Abstracts, reimburse Oxford Abstracts for any applicable such taxes.  All Charges shall be paid in full without set-off, deduction or other withholding of any amount which may be due to Oxford Abstracts.  If the Customer is required by law to deduct withholding tax or any other taxes or duties from any Charges, then the Customer shall pay to Oxford Abstracts such additional amounts as shall result in Oxford Abstracts receiving the full amount of the Charges.
  3. Confidential Information
    • Neither party shall disclose the other’s confidential information to any third party other than as expressly permitted in this Agreement or use the other’s confidential information other than for the purposes of and in the manner permitted under this Agreement and not in any way which is detrimental to the other party.
    • For the purposes of this Clause 4, “confidential information” shall not include any information which is or comes into the public domain other than through the fault of the party receiving the information, the party receiving the information can show was lawfully in its possession prior to disclosure, or the party receiving the information can show becomes known to it after disclosure from a third party without an obligation of confidentiality.
  4. Intellectual Property Rights
    • For the avoidance of doubt but subject to the following sentence, the Customer shall obtain no copyright, patents, database rights or other intellectual property rights in the Service (including any software used in the provision of the Service) or created in the course of the Service which subsist now or at any time in the future. Nevertheless, Oxford Abstracts shall not be entitled to any intellectual property rights in any abstracts, papers or similar information provided by the Customer or third parties using the Service.
  1. Disclaimer of Warranties and Limitation of Liability
    • Nothing in this Agreement shall limit the liability of Oxford Abstracts to the Customer for death or personal injury resulting from its own negligence or that of its employees, agents or sub-contractors or for fraudulent misrepresentation.
    • IT IS THE CUSTOMER’S RESPONSIBILITY TO ENSURE THAT THE SERVICE IS SUITABLE FOR ITS NEEDS. IN PARTICULAR, OXFORD ABSTRACTS EXPRESSLY DISCLAIMS (i) ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SERVICE WILL RESULT IN ANY ECONOMIC ADVANTAGE, INCREASE IN PROFITS OR REDUCTION IN COSTS AND (ii) ALL RESPONSIBILITY FOR THE CONTENTS OF ANY ABSTRACTS, PAPERS OR OTHER INFORMATION SUBMITTED BY THE CUSTOMER OR ANY THIRD PARTY USING THE SERVICE .
    • EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS EXPRESSED OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE WITH RESPECT TO THE SERVICE ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL OXFORD ABSTRACTS BE LIABLE FOR ANY NEGLIGENCE OR TORTIOUS LOSS NOR FOR ANY INDIRECT LOSSES (WHICH FOR THE PURPOSES OF THIS CLAUSE SHALL BE DEEMED TO INCLUDE ANY OF THE FOLLOWING LOSSES WHETHER OR NOT THEY WOULD OTHERWISE BE TREATED AS INDIRECT LOSSES: LOSS OF PROFITS, BUSINESS, GOODWILL, CONTRACTS OR OTHER ECONOMIC LOSS, LOSS OF DATA AND ANY CONSEQUENTIAL LOSS WHETHER ARISING FROM REPRESENTATION, NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE).
    • EXCEPT AS STATED IN CLAUSE ‎1, THE LIABILITY OF OXFORD ABSTRACTS TO THE CUSTOMER WITH RESPECT THE SERVICE SHALL BE LIMITED IN AGGREGATE TO DAMAGES NOT EXCEEDING THE TOTAL FEES AND CHARGES PAID BY THE CUSTOMER TO OXFORD ABSTRACTS UNDER THIS AGREEMENT.
    • The Customer agrees that Oxford Abstracts accepts no liability to any person who makes use of the Service other than the Customer, in particular authors and others who submit abstracts, papers or other information to the Customer using the Service. Accordingly, the Customer agrees to indemnify Oxford Abstracts against all costs, damages and other liability of any nature incurred by Oxford Abstracts to such persons, whether or not caused by the negligence by Oxford Abstracts, provided only that Oxford Abstracts shall remain liable for liability caused by its fraud or gross negligence.
  2. Termination
    • This Agreement may be terminated immediately by either party on written notice, if the other is in material breach and has not cured the breach within thirty (30) days of receipt of notice to do so, or if that breach is not capable of remedy;
    • Subject to Clause 7.3, on the termination of this Agreement, the parties shall, without prejudice to accrued rights at the date of termination, be discharged from any further liability to perform under this Agreement.
    • The parties’ obligations and agreements under this Clause and Clauses ‎3, ‎4, 5 and ‎6 shall survive any termination of this Agreement.
  3. General
    • The parties shall treat the contents of this Agreement as confidential, save that Oxford Abstracts may name the Customer as a customer for marketing purposes.
    • The Customer will not remove or alter any trade mark or other reference to Oxford Abstracts in the Service and acknowledges that Oxford Abstracts may add a reference to itself and/or the Service in each web page (including a hyperlink) and any email which is generated as part of the Service.
    • This Agreement shall be governed by and construed and enforced in accordance with the laws of England and the parties hereby consent to submit to the non-exclusive jurisdiction of the English courts.
    • Oxford Abstracts may sub-contract or sub-licence any of its obligations to a third party and may assign this Agreement to any associated company. Otherwise, neither party may assign, sub-contract or sub-licence any of its rights or obligations under this Agreement without the prior written consent of the other.
    • Neither party shall be responsible for delays or failures in performance resulting from acts or circumstances beyond its reasonable control.
    • No person who is not a party to this Agreement shall have the right to enforce any term of this Agreement.
    • Any notices required or permitted to be sent under this Agreement shall be delivered by hand, by pre-paid courier service, or mailed by registered mail, postage pre-paid, return receipt requested, to the addresses set forth in this Agreement, or such other address as may be furnished in writing in accordance with this Clause. Notice so sent shall be deemed effective on delivery.
    • The failure of either party to exercise any right or option that is granted herein or to require any performance of any term of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent a subsequent exercise or enforcement of the term or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement.
    • This Agreement does not create a partnership or joint venture between the parties and neither party shall have the power to obligate or bind the other in any manner.
    • This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. There are no representations, promises, covenants or undertakings of the parties with respect to such subject matter other than those expressly set out in this Agreement.