Refund & Cancellation Policy
1. Definitions and interpretation
“Add-on” means the modification or enhancement of a Report, for example, in relation to country level insights, insights on market participants or enhancement of any section of the Report
. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party from time to time during the Term.
Any samples, drawings, descriptive matter or advertising produced by Quadrant Knowledge Solutions and any descriptions or illustrations contained in our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Reports and Add-ons referred to in them. They shall not form part of the Agreement nor have any contractual force.
We have the right to reject your Order for any reason, including without limitation compliance or legal reasons.
Where the Specifications are discussed over the telephone, Quadrant Knowledge Solutions will confirm the Order in writing setting out the agreed Specifications.
Each Report and Add-on is valid as of the date when it was prepared.
Subject to clause of this Agreement, Quadrant Knowledge Solutions and its Affiliates shall not be responsible for:
any act or omission of any third party, including but not limited to circumstances in which we have reasonably relied on information provided or published by a third party which subsequently turns out to be inaccurate; or
any statement of opinion, expectation or forecast provided as part of any Report or Add-on and the same must not be relied on as a promise, warranty or representation.
Nothing in a Report or Add-on shall be construed as, or deemed to be, legal advice.
4. Payments & Refunds
Quadrant Knowledge Solutions will provide an invoice when the Order is accepted or as soon as practicable thereafter.
Quadrant Knowledge Solutions issues payment confirmation upon receipt of cleared funds, if requested.
You shall pay to us all payments due in full without any set-off, counterclaim or deduction, and in accordance with the instructions on our website.
Unless you object, we may keep your payment details, for e.g. credit card details, for up to 2 years after the last transaction to facilitate future payments.
We may charge interest at the rate of 18% per annum as revised from time to time, from the due date until the date of actual payment, whether before or after judgment, on any amount which is overdue, save for any amounts validly disputed by you.
Any queries or disputes in relation to invoices must be notified to us in writing within 7 days from the invoice date, after which time our invoices will be deemed to be agreed and may not be disputed.
If you are entitled to a refund, we will process the refund within 14 days of the approval of your valid refund request. If in our reasonable judgement we consider that you have breached our Agreement, we may deduct from such refund reasonable compensation for, without limitation, the costs incurred by us as a result of your breach of the Agreement and any costs incurred in connection with the Services.
5. Delivery & Support
We will start preparing any Add-ons, Scheduled Reports, Updated Reports or Requested Reports following our acceptance of your Order and receipt of full payment in cleared funds. We will use reasonable endeavours to deliver such Add-ons and Reports on the approximate delivery date stated in the Order. Once completed, we will provide the Add-ons and Reports to you without delay.
We will grant you access to the Subscription Service following our acceptance of your Order and receipt of full payment in cleared funds.
You shall ensure that you are able to receive deliveries from us by:
Our Customer Support Department will, subject to availability, endeavour to respond to Customer telephone calls and e-mail queries between 10:00 a.m. and 6:00 p.m., local time, Monday to Friday.
6. Cancellations and other Remedies
You may cancel the Order before delivery in the following circumstances:
If a Report or Add-on does not meet the Specifications in accordance with clause 3, you may request that the Report or Add-on be revised to meet the Specifications. If you wish to dispute a Report or Add-on in accordance with this clause, you must do so within 7 days of actual delivery date. If in our reasonable judgment we accept your request, then, at our discretion, we will either provide you with a compliant Report or Add-on or issue a refund to you in accordance with clause 4. Subject to clause 10, you shall have no further remedies in relation to a non-compliant (including without limitation non-complaint due to our breach of clause 3) Report or Add-on delivered to you. For the avoidance of doubt, our acceptance of your request shall not constitute an admission of liability of any kind.
7. Intellectual Property
Subject to clauses 7 and 9, Quadrant Knowledge Solutions grants the Customer a fully paid-up, non-exclusive, royalty-free, non-transferable and worldwide licence for the duration of the Term, with the limited right to sublicense to Users in accordance with clause 7, to view and copy each Report and Add-on solely for the following limited purposes:
You must not sub-license or disclose any Report or Add-on, or any part of it (including without limitation any charts and graphics), to any person whatsoever.
You must not share the login details or otherwise permit access to the Subscription Service other than to your designated User(s) in accordance with clause 7. Customer shall comply with our Acceptable Use Policy.
A Customer with a Subscription may access the Subscription Service solely for the purpose of accessing Reports and other information available within the Subscription Service and for no other purpose. The Customer must not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of the Subscription Service or any part of it.
Upgrade If you would like to add further Users or discuss other potential use of any Report or Add-on, you may contact us to request an upgrade to your Licence or Licence Type, which will be granted, at our discretion, and subject to the payment of the applicable Fees.
In relation to any information or materials provided to us, you warrant and represent that you have all authority, licences and consents necessary to provide such information and materials, such information and materials are complete and accurate and our use of such information and materials in connection with this Agreement will not contravene any law or infringe any rights including without limitation third party rights.
Cooperation & Audit Customer will, at its own expense, cooperate and as soon as reasonably practicable respond to each request for such records and documentation as Quadrant Knowledge Solutions and its licensors may reasonably require in order to investigate the Customer’s compliance with clauses 7 and 12 and other matters concerning the use and protection of IPR. If Quadrant Knowledge Solutions or its licensor is not satisfied with the records provided by (or on behalf of) the Customer it may on no less than 7 days’ notice and on reasonable grounds, other than in the event of allegations of gross misconduct or fraud where no notice will be required, attend the Customer’s (and its Affiliates’) offices and have access to such documentation, records, Users, personnel and equipment that is reasonably required in order to determine whether Customer has complied with this Agreement. If it transpires that a balancing payment is required, then the Customer will pay the costs of the audit together with the balancing payment within 14 days of invoice date. If no balancing payment is required, each party will bear its own costs of the audit.
Further Assurance You shall, as and when requested by us, do all acts and execute all documents as may be reasonably necessary to give effect to the provisions of this Agreement (including, without limitation, this Clause 7).
You grant us a fully paid-up, non-exclusive, revocable and worldwide licence to use your business name, brand and logo in connection with our marketing activities.
8. Data Protection
The parties agree that for the purposes of Data Protection Law, each party is a controller in relation to the personal data in Reports and Add-ons (collectively, the “Report Personal Data”).
Each party warrants on a continuous basis to the other party that it shall comply with its obligations under applicable Data Protection Law in relation to all processing of Report Personal Data.
We will process your and User personal data in accordance with our Privacy Notice.
Subject to 9, each party shall keep Confidential Information confidential and must not disclose Confidential Information, except to its Affiliates, officers, employees, agents or subcontractors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential.
Customer must implement appropriate technical, physical and organisational security measures to safeguard the confidentiality of Confidential Information.
You may disclose Confidential Information when required by law including without limitation in response to a lawful witness summons, subpoena or similar compulsory process received from a regulatory body, governmental agency or similar body or a court of competent jurisdiction, after giving reasonable notice to us, if giving such notice is legally permissible, such notice to be sufficient to give us the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
10. Liability and Indemnity
Nothing in this Agreement will exclude or limit (a) the liability of either party which cannot be limited or excluded by applicable law, and (b) your liability for any breach of clauses 7, 8, 9 and your liability under clause 10.
Subject to clause 10, neither party will be liable under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, for any:
The Customer shall and hereby agrees to indemnify Quadrant Knowledge Solutions and its Affiliates and their officers, employees, agents and subcontractors (each an “Indemnified Party”) from and against any claims, losses, demands, actions, liabilities, fines, penalties, reasonable expenses, damages and settlement amounts (including reasonable legal fees and costs) incurred by any Indemnified Party arising out of or in connection with any breach of clauses 7, 8, 9, 12.
11. Renewal, Term and Termination
Either party may terminate the Agreement:
it is, or is deemed for the purposes of any applicable law to be, unable to pay its debts as they fall due for payment; a petition is presented or documents filed with a court or any registrar or any resolution is passed for its winding-up, administration or dissolution or for the seeking of relief under any applicable bankruptcy, insolvency, company or similar law save where such resolution is made in the context of an internal solvent restructure or reorganisation of its group of Affiliates; any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, supervisor, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets; any event analogous to the events listed above takes place in respect of it in any jurisdiction.
Quadrant Knowledge Solutions may terminate the Agreement with immediate effect if the Customer acts in breach of any provision in clauses 4, 7, 8, 9, 10.5, 12 or our Acceptable Use Policy.
Automatic Subscription Renewal: Subscription Term will automatically renew for yearly periods unless Customer notifies Quadrant Knowledge Solutions of its intention not to renew the Subscription Term at least 30 days before the end of the current Subscription Term.
Quadrant Knowledge Solutions may suspend, in whole or part, without liability the Subscription Services or User access at any time on reasonable cause, including without limitation non-payment of any Fee or suspected breach of any provision in clauses 4, 7, 8, 9, 10, 12 or, for the avoidance of doubt, our Acceptable Use Policy.
Upon termination or expiry of the Agreement, you shall without delay irretrievably erase and destroy each Report and Add-on and other materials which belong to us including all copies in your possession or control, including without limitation any copies held by a User or Affiliate or other third party, and certify to us in writing that you have done so.
Clauses 3, 4, 6, 7, 8, 9, 10 and 12 of this Agreement and of any other clauses which under their terms or by implication ought to survive, will survive the expiration or termination of this Agreement.
Entire Agreement (i) Subject to clause 10, the Agreement sets out all terms agreed between the parties and supersedes all previous or contemporaneous agreements between the parties relating to its subject matter. (ii) In entering into this Agreement neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty, whether made negligently or innocently, except those expressly set out in this Agreement.