Standard Terms and Conditions for Services (including Subscription Service)

The following terms and conditions (“Conditions”) set out the basis on which Appledore Research Group Limited, a company organized and existing under the laws of United States of America and having its registered office at 44 Summer Street Dover NH 03820 and with registration number 712380 (“Appledore Research Group”) will provide Services to the Client and/or provide the Client with access to its Subscription Service.

These Standard Terms and Conditions, together with the Schedule to which they are attached comprise the whole agreement between Appledore Research Group and Client in relation to the provision of Services (“Agreement”) and/or access to the Subscription Service.



The definitions and rules of interpretation in this clause apply in this Agreement (unless the context requires otherwise).

Client: the client of Appledore Research Group receiving the benefit of the Services as specified in the Schedule.

Commencement Date: the date specified in the Schedule.

Confidential Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of Appledore Research Group or the Client for the time being confidential to Appledore Research Group or the Client and trade secrets including, without limitation, technical data and know-how relating to the business of Appledore Research Group of the Client.

In-put Material: all documents, information and materials provided by the Client relating to the Services including the in-put materials specified in the Schedule.

Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Pre-existing Materials: all documents, information and materials provided by Appledore Research Group relating to the Services, which existed prior to the commencement of this Agreement including those items specified in the Schedule.

Primary Agreement: the agreement between Appledore Research Group and the Client further details of which are specified in the Schedule.

Research Deliverables: the terms specified in this Agreement Schedule to which these Standard Terms and Conditions are attached.

Services: the services described in the Schedule.

Sub-Contractor: any party identified in the Schedule to which Appledore Research Group shall be entitled to sub-contract performance of the Services. Or such other sub-contractors, which may be agreed in writing from time to time.

Subscription Service: the service made available by Appledore Research Group at

Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, Inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, provided by Appledore Research Group in connection with the provision of the Services and/or the Subscription Service including without limitation those items identified as Deliverables or Subscription Service materials in the Schedule.


2.1       Client shall engage Appledore Research Group and Appledore Research Group shall provide the Services on the terms of this Agreement.

2.2       This Agreement shall commence or shall be deemed to have commenced on the Commencement Date and shall continue unless and until terminated as provided by the terms of this Agreement.


3.1       These Conditions shall prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Client, or implied by law, trade custom, practice or course of dealing.

3.2       The Client’s purchase order, or the Client’s acceptance of a quotation for Services by Appledore Research Group, constitutes an offer by the Client to purchase the Services specified in it on these Conditions. No offer placed by the Client shall be accepted by Appledore Research Group other than:

  1. a) by a written acknowledgement issued and executed by Appledore Research Group; or
  2. b) (if earlier) by Appledore Research Group starting to provide the Services,

when a contract for the supply and purchase of the Services on these Conditions will be established. The Client’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern this Agreement.

3.3       Quotations are given by Appledore Research Group on the basis that no agreement shall come into existence except in accordance with clause 2.2. Validity of quotation as outlined in contract schedule.


4.1       Appledore Research Group shall use reasonable endeavors to manage or provide the Services, and to deliver the Deliverables to the Client, in accordance in all material respects with the Schedule.

4.2       Appledore Research Group shall use reasonable endeavors to meet any performance dates specified in the Schedule, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.


5.1       In consideration of the payment of any fees specified in the Schedule in respect of the Subscription Service, the Client shall be granted access to the Subscription Service and any Works specified in the Schedule as included in such access.

5.2       Access to the Subscription Service shall be provided subject to payment of an annual fee. Access will be provided for a period of 12 months or such other period specified in the schedule beginning on the Commencement Date.

5.3       On termination of the Subscription Service, the Client’s access shall be terminated and the Client shall have no further right to access the Subscription Service or any materials provided therein.


6.1       As between the Client and Appledore Research Group, all Intellectual Property Rights and all other rights in the Works and the Pre-existing Materials shall be owned by Appledore Research Group. Appledore Research Group licenses all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Works and the Services. If this Agreement terminates, this license shall automatically terminate.


7.1        Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other on giving the other not less than one month’s written notice to the other if:

  1. a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
  2. b) the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
  3. c) the other party ceases to do business, becomes unable to pay its debts as they fall due, becomes or is deemed insolvent, has a receiver, liquidator, manager, administrator, administrative receiver or similar officer appointed in respect of the whole or any part of its assets or business (or is the subject of a filing with any court for the appointment of any such officer), makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction), or any equivalent or similar action or proceeding is taken or suffered in any jurisdiction;
  4. d) The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
  5. e) There is a change of control of the other party.

8.     GENERAL

8.1       No variation of this Agreement or these Conditions [or of any of the documents referred to in them] shall be valid unless it is in writing and signed by or on behalf of each of the parties.

8.2       This Agreement constitutes the entire and only agreement between the parties in relation to its subject matter and replaces and extinguishes all prior or simultaneous agreements, undertakings, arrangements, understandings or statements of any nature made by the parties or any of them whether oral or written (and, if written, whether or not in draft form) with respect to such subject matter. Each of the parties acknowledges that they are not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter of this Agreement, save those expressly set out in this Agreement, and that they shall have no rights or remedies with respect to such subject matter otherwise than under this Agreement save to the extent that they arise out of the fraud or fraudulent misrepresentation of another party.

8.3       This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.

8.4       Any notice or other communication required to be given under this Agreement shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party and for the attention of the person specified in the Schedule, or as otherwise specified by the relevant party by notice in writing to the other party. A notice or other communication required to be given under or in connection with this Agreement shall not be validly served if sent by e-mail.

8.5       This Agreement shall be governed by and construed in accordance with the law of United States of America. Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of United States of America over any claim or matter arising under or in connection with this Agreement.