These terms form part of the agreement between KHL
Media Limited – trading as Off‑Highway Research and the client described
in the Subscription Order Form, Online Store Order form or where a Licensed
Product is purchased from Off-Highway Research's online store, being the
company, academic institution, organization, government, individual, agent,
representative or any other variation of accessing the Licensed Products (the
"Client"), and refers to words defined below and, where applicable,
in the Subscription Order Form.
"Agreement" means the Subscription Order
Form or online order form (as applicable) together with all attachments and
these Terms and Conditions of Access.
"Agreement Term" means unless as
otherwise specified in the Subscription Order Form (if applicable) (i
) from the Commencement Date for the Product Duration; or
(ii) for trial or free access Authorised Users, the duration to which Off-Highway
Research provides access to the Licensed Products, as the case may be.
"Authorised Users" means:
number of users indicated in the Subscription Order Form that, depending
on the Permitted Purposes, reflects either: (i)
current employees or (ii) current students and faculty staff, of the
trial users; or
prepaid account Clients, any pre-paid store account users that are current
employees of Client and permitted to select Licensed Products for use on
the basis of funds allocated by Client for this purposes; or
- users that purchase Licensed Products through the Off-Highway
Research online store.
In each case as are authorised by Off-Highway
Research to access and use the Licensed Products.
"Commencement Date" means, for each
Licensed Product, the first day on which the access to Licensed Products is
provided by Off-Highway Research to Client under this Agreement.
"Intellectual Property Rights" means all
past, present, and future right of the following types, which may exist or be
created under the laws of any jurisdiction in the world: (i
rights associated with works of authorship, including exclusive exploitation
rights, copyrights, moral rights, and mask works; (ii) trademark and trade name
rights, rights to goodwill or to sue for passing off or unfair competition, and
similar rights; (iii) trade secret rights; (iv) patents and industrial property
rights; (v) other proprietary rights in materials of every kind and nature; and
(vi) rights in or relating to registrations, renewals, extensions,
combinations, divisions, and reissues of, and applications for, any of the
rights referred to in subsections (i
) through (v) of
"Intranet" means the Client's internal
"Licensed Products" mean the copyright
information of Off-Highway Research which Authorised Users are permitted to
access and use in compliance with the terms of this Agreement.
"Permitted Purpose" means: (i
) for 'academic' Clients' (including, but not limited to,
universities and schools), educational purposes; and (ii) for 'non-academic
Clients' (including, but not limited to, corporations, not-for-profit
organisations and governments), ordinary business purposes. References within
the Agreement to "ordinary business purposes" mean for the Client's
own internal business management and decision-making purposes only.
"Product Duration" means the duration for
which Client's Authorised Users are granted access to the Licensed Products.
"Publishers" means Off-Highway Research
and certain of its affiliates, who are the owners of the Licensed Products.
"Site" means, where access is provided
through Off-Highway Research's website (www.offhighway.co.uk), all software,
websites and computer interfaces of Off‑Highway Research used to
provide such access.
"Type of Access" means the way in which
Client's Authorised User is accessing the Licensed Products
"Type of Authentication" means the way in
which Client's access is being authenticated as valid by Off-Highway Research.
2. Scope of License
2.1 Permitted Uses. Authorised Users
are permitted to print or download the Licensed Products for the Permitted
Purpose only. Where the Permitted Purpose is "ordinary business
purposes", Authorised Users may, in the scope of their employment with the
Client, on an occasional and irregular basis, provide insubstantial portions of
the Licensed Products to non‑authorized employees of the Client or in
memoranda, reports and presentations. Where the Permitted Purpose is "educational
purposes", Authorised Users may, in the scope of their educational purpose
with the Client, on an occasional and irregular basis, provide insubstantial
portions of the Licensed Products to other staff and students of the Client or
in scholarly works and articles. In all cases these insubstantial portions may
only be made available in print or by secure electronic means to a limited
number of individuals, and each such portion must include a copyright notice(s)
(from Off-Highway Research) and an original source attribution, in each case,
as such notice and attribution is reasonably acceptable to Off-Highway Research.
2.2 Prohibited Uses
. Without limitation
to the generality of clause 2.1, neither the Client, nor Authorized Users are
permitted, directly or indirectly, to allow any other person to use or share
Authorized Users' user names or passwords, nor to allow an unauthorized user to
have access to the Site. Any breach of this restriction may result in immediate
termination of the Client's (and all Authorised Users') access to the Licensed
Products and/or the Site or liability for damages. Except as permitted in
clause 2.1 above or by prior written consent of Off‑Highway Research, no
portion of the Licensed Products may be reproduced or stored in or transmitted
to any other web site, newsgroup, mailing list, or electronic bulletin board,
or stored in electronic or print form whatsoever unless the Client has a Global
Site Licence. Any use of the Licensed Products not specifically permitted by
this clause is expressly prohibited. Requests for permission for other uses may
be sent to David Phillips, Managing Director, by email to email@example.com.
Any such requests shall be subject to Off‑Highway Research's sole
discretion and, if granted, may be subject to an additional fee.
3. Intellectual Property Protection
All Intellectual Property Rights in and to the
contents and design of the Site, and all materials hosted on the Site and/or
distributed in conjunction with the Site, including the Licensed Products, are
reserved exclusively to the Publishers (which for these purposes may include
their suppliers). The Client is not permitted to use or reproduce or allow (for
any reason) anyone to use or reproduce any trademarks or other trade names
appearing on the Site or in the Licensed Products. The software which operates
the Site is proprietary software and the Client is not permitted to use it
except as expressly allowed under the terms of this Agreement. Such software
may not be copied, reverse engineered, modified or otherwise dealt with by the
4. License Fee and Payment
Off-Highway Research (or its nominee) may render an
invoice annually in advance to the Client for the amounts due, plus applicable
taxes. The Client shall remit all amounts due within thirty (30) days after
receipt of invoice. Without prejudice to Off-Highway Research's other remedies,
it shall have the right to suspend the provision of Licensed Products with
immediate effect in the case of any overdue payment.
5. Monitoring and Auditing
Off-Highway Research reserves the rights to monitor
and record activity on the Site, including access to the Licensed Products.
6. Term and Termination
6.1 This Agreement shall automatically renew on an
annual basis, unless either party gives the other party hereto written notice
of its intention to terminate not less than fifteen (15) days prior to the
renewal date. In such case, the Agreement shall expire on such renewal date.
For "free access users" and "trial users" Off-Highway
Research shall be free to withdraw or change access to the Licensed Products at
any time in its sole discretion. For one-off (non‑subscriber) purchases
from Off-Highway Research 's online store the permission to use the Licensed
Products will last indefinitely unless and until terminated or revoked by Off‑Highway
6.2 Either party may terminate this Agreement in
the event the other party breaches a material provision of this Agreement and
fails to cure such breach within thirty (30) days after receipt of written
notice of such breach, in which case the such party will have the right to
terminate this Agreement immediately by giving written notice to the party in
6.3 Where a License Fee is payable, such License
Fee is subject to annual adjustment upon prior notice given by Off-Highway
Research to the Client. This adjustment shall be at Off‑Highway Research's
discretion and may, for example, take into account the Client’s past usage
trends. Off-Highway Research will notify the Client of any such adjustment at
least thirty (30) days prior to the renewal date, subject to the right of
termination described in clause 6.1 (above).
6.4 The rights of termination are in addition to
all other rights or remedies of the parties provided in this Agreement or by
law. In the event this Agreement is terminated, the Client's (and all Authorised
Users') right to access and use the Licensed Products will cease immediately.
7. No Warranty and Disclaimer of Liability
7.1 OFF-HIGHWAY RESEARCH MAKES NO WARRANTY, EXPRESS
OR IMPLIED, CONCERNING THE LICENSED PRODUCTS AND THE SITE. OFF-HIGHWAY RESEARCH
EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT POSSIBLE UNDER LAW, ALL WARRANTIES,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
WARRANTIES OF MERCHANTABILITY AND TITLE. OFF-HIGHWAY RESEARCH DOES NOT
GUARANTEE THE ACCURACY, CONTENT, OR TIMELINESS OF THE LICENSED PRODUCTS.
7.2 IN NO EVENT WILL OFF-HIGHWAY RESEARCH, ITS
AGENTS, LICENSORS OR AFFILIATES BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION OR OTHER PECUNIARY LOSS) ARISING DIRECTLY OR INDIRECTLY FROM THE
USE OF (OR FAILURE TO USE) OR RELIANCE ON THE LICENSED PRODUCTS OR THE SITE,
EVEN IF OFF-HIGHWAY RESEARCH HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH
DAMAGES MAY ARISE.
7.3 IF OFF-HIGHWAY RESEARCH IS HELD LIABLE TO THE
CLIENT FOR ANY REASON, IN NO EVENT SHALL ANY LIABILITY OF OFF-HIGHWAY RESEARCH,
ITS AFFILIATES, AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL
CLAIM OR CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
OTHERWISE) IN ANY WAY CONNECTED WITH THE SITE OR THE LICENSED PRODUCTS EXCEED
THE AMOUNT THE CLIENT PAID TO OFF‑HIGHWAY RESEARCH UNDER THIS AGREEMENT
IN THE 12-MONTH PERIOD PRECEDING THE DATE SUCH CLAIM OR CLAIMS FIRST AROSE.
8.1 The Client will be solely responsible for the
confidentiality of, and solely liable for the use of and access to the Licensed
Products and the Site by Authorised Users. The Client agrees to immediately
notify if it becomes aware of any loss or theft of any username/password or unauthorised
use or access to the Licensed Products or the Site.
8.2 Where the Client's Authorised Users have a Global
Site Licence they can access the Licensed Products via the Client's Intranet
) may not frame or link to the Site or Licensed
Products in any way that obscures any of Off-Highway Research 's or the other
Publishers' copyright, trademark, and/or other proprietary rights notices, or
is misleading as to the source of the Site or Licensed Products, or falsely implies
a relationship between Off‑Highway Research (or any other Publisher)
and the Client or any other third party; (ii) is solely responsible for
creating security measures adequate to protect its Intranet from unauthorised
access and harm; and (iii) is solely responsible, at its own cost, for
obtaining any third party rights, products, or services needed to configure and
operate its electronic delivery systems and the Client's Intranet for use in
connection with the Licensed Products.
9. Force Majeure
Off-Highway Research, its affiliates, and its
information providers shall not be liable or deemed to be in default for any
delay or failure in performance or interruption of the delivery of the Licensed
Products resulting directly or indirectly from any cause or circumstance beyond
its or their reasonable control, including but not limited to failure of any
Site, FTP or any electronic or mechanical equipment or communication lines,
telephone or other interconnect problems, supplier problems, computer viruses,
unauthorized access, theft, operator errors, severe weather, earthquakes, or
natural disasters, strikes or other labour problems, wars, or governmental
This Agreement may only be amended or modified by express
written consent of both parties hereto.
11.1 Assignment of Agreement. This Agreement
is personal to the parties and the rights and obligations of the parties may
not be assigned or otherwise transferred, provided, however, Off-Highway
Research may assign this Agreement to its successors, affiliates or to any
entity that acquires all or substantially all of the assets of Off-Highway
. No delay or omission on the
part of either party in requiring performance by the other party of its
obligations will operate as a waiver of any right.
. Notices shall be given in
writing by letter (for notices to Off-Highway Research) or, in the case of
notices to the Client, by email, or letter as Off-Highway Research chooses, and
shall be sent to the intended recipient's last known place of business (i
) for Off‑Highway Research, in the UK (for the
attention of Off-Highway Research Sales Department) and (ii) for the Client, at
the Client address or email address for the attention of the Client contact set
out in the Subscription Order Form or online order form or otherwise notified
to the Off-Highway Research from time to time. For the purposes of this clause,
the correct address details for Client shall be deemed to be those notified to
Off‑Highway Research at least 10 days before the date of any notice
Off-Highway Research may give to Client. Such letters shall be deemed received
on the date of dispatch if sent by fax or email (or on the following business
day, if sent after the recipient’s normal business hours) or on the expiry of 2
business days from the date of posting if sent by overnight post.
11.4 No Joint Venture
. No joint venture,
partnership, employment, or agency relationship exists between the Client and
Off-Highway Research as a result of this Agreement or the Client's use of the
Licensed Products or the Site.
. If any provision of this
Agreement shall be invalid or unenforceable, such shall not render the entire
Agreement unenforceable or invalid but rather the Agreement shall be read and
construed as if the invalid or unenforceable provision(s) are not contained
therein, and the rights and obligations of the parties shall be construed and
11.6 Entire Agreement
. This Agreement
constitutes the entire agreement between Off‑Highway Research and the
Client and any terms implied by law which may be excluded by contract are
excluded, save that nothing in this clause excludes liability for fraudulent
. Each party represents and
warrants to the other that it has full power and authority to enter into and
perform this Agreement (and, in the case of the Client, to bind its Authorized
Users), and that the person signing this Agreement on behalf of each party has
been properly authorized and empowered to enter into this Agreement
. The terms of this
Agreement (including the License Fee) shall be treated as confidential by the
Client and shall not be disclosed to any third party without the prior written
agreement of Off-Highway Research unless disclosure is required by law or
compelled by a court of competent jurisdiction.
11.9 Changes to the Licensed Products
Off-Highway Research reserves the right to: (i
change the content, presentation, means of delivery and/or access to and/or
availability of all or parts of the Licensed Products; and (ii) cease
publication of the Licensed Products, at its sole discretion. Off-Highway
Research will strive, where reasonable, to notify Client of more fundamental
changes to, or the cessation of, the Licensed Products.
12. Governing Law
This Agreement shall be governed by the laws of England.
Both parties irrevocably agree to submit to the exclusive personal jurisdiction
and venue of the courts presiding in England and the Client must file any cause
of action it may have with respect to this Agreement within one year after the
cause of action arose or such cause shall be barred, invalid, and void. Off-Highway
Research may pursue injunctive relief in any court having jurisdiction over
KHL Media Limited trading as Off-Highway Research (“www.offhighway.co.uk”) owns and operate this Website. This document governs your relationship with www.offhighway.co.uk (“Website”). Access to and use of this Website and the products and services available through this Website (collectively, the "Services") are subject to the following terms, conditions and notices (the "Terms of Service"). By using the Services, you are agreeing to all of the Terms of Service, as may be updated by us from time to time. You should check this page regularly to take notice of any changes we may have made to the Terms of Service.
Access to this Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the Services without notice. We will not be liable if for any reason this Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of this Website.
You must not misuse this Website. You will not: commit or encourage a criminal offense; transmit or distribute a virus, trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene; hack into any aspect of the Service; corrupt data; cause annoyance to other users; infringe upon the rights of any other person's proprietary rights; send any unsolicited advertising or promotional material, commonly referred to as "spam"; or attempt to affect the performance or functionality of any computer facilities of or accessed through this Website. Breaching this provision would constitute a criminal offense and www.offhighway.co.uk will report any such breach to the relevant law enforcement authorities and disclose your identity to them.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Website or to your downloading of any material posted on it, or on any website linked to it.
Intellectual Property, Software and Content
The intellectual property rights in all software and content (including photographic images) made available to you on or through this Website remains the property of www.offhighway.co.uk or its licensors and are protected by copyright laws and treaties around the world. All such rights are reserved by www.offhighway.co.uk and its licensors. You may store, print and display the content supplied solely for your own personal use. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on this Website nor may you use any such content in connection with any business or commercial enterprise.
Terms of Sale
By placing an order you are offering to purchase a product on and subject to the terms and conditions of access which can be viewed at www.offhighway-download.com/terms-and-conditions.asp. All orders are subject to availability and confirmation of the order price. Dispatch times may vary according to availability and subject to any delays resulting from postal delays or force majeure for which we will not be responsible.
In order to contract with www.offhighway.co.uk you must be over 18 years of age and possess a valid credit or debit card issued by a bank acceptable to us. www.offhighway.co.uk retains the right to refuse any request made by you. If your order is accepted we will inform you by email and we will confirm the identity of the party which you have contracted with. When placing an order you undertake that all details you provide to us are true and accurate, that you are an authorized user of the credit or debit card used to place your order and that there are sufficient funds to cover the cost of the goods. The cost of foreign products and services may fluctuate. All prices advertised are subject to such changes.
(a) Our Contract
When you place an order, you will receive an acknowledgement e-mail confirming receipt of your order: this email will only be an acknowledgement and will not constitute acceptance of your order. A contract between us will not be formed until we send you confirmation by e-mail that the goods which you ordered have been dispatched to you. Only those goods listed in the confirmation e-mail sent at the time of dispatch will be included in the contract formed.
(b) Pricing and Availability
Whilst we try and ensure that all details, descriptions and prices which appear on this Website are accurate, errors may occur. If we discover an error in the price of any goods which you have ordered we will inform you of this as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you we will treat the order as cancelled. If you cancel and you have already paid for the goods, you will receive a full refund. Delivery costs will be charged in addition; such additional charges are clearly displayed where applicable and included in the 'Total Cost'.
Upon receiving your order we carry out a standard authorization check on your payment card to ensure there are sufficient funds to fulfil the transaction. Your card will be debited upon authorisation being received. The monies received upon the debiting of your card shall be treated as a deposit against the value of the goods you wish to purchase. Once the goods have been despatched and you have been sent a confirmation email the monies paid as a deposit shall be used as consideration for the value of goods you have purchased as listed in the confirmation email.
Disclaimer of Liability
The material displayed on this Website is provided without any guarantees, conditions or warranties as to its accuracy. Unless expressly stated to the contrary to the fullest extent permitted by law www.offhighway.co.uk and its suppliers, content providers and advertisers hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity and shall not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use, performance or failures of this Website or the Linked Sites and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise. This does not affect www.offhighway.co.uk's liability for death or personal injury arising from its negligence, fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
Linking to this Website
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. This Website must not be framed on any other site, nor may you create a link to any part of this Website other than the home page. We reserve the right to withdraw linking permission without notice.
You agree to indemnify, defend and hold harmless www.offhighway.co.uk, its directors, officers, employees, consultants, agents, and affiliates, from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from your use this Website or your breach of the Terms of Service.
www.offhighway.co.uk shall have the right in its absolute discretion at any time and without notice to amend, remove or vary the Services and/or any page of this Website.
If any part of the Terms of Service is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the Terms of Service will not be affected all other clauses remaining in full force and effect. So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause shall be interpreted accordingly. Alternatively, you agree that the clause shall be rectified and interpreted in such a way that closely resembles the original meaning of the clause /sub-clause as is permitted by law.
We operate a complaints handling procedure which we will use to try to resolve disputes when they first arise, please let us know if you have any complaints or comments.
If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.