Livestock Auctioneers Association Limited Market Prices Terms and Conditions

The Livestock Auctioneers Association Limited (company number 06579705) (LAA, we, us, our) is a company registered in England and Wales. Our registered office and main trading address is Cobblethwaite, Wreay, Carlisle, Cumbria, CA4 0RZ. Our VAT number is 585 1718 16. We operate the website www.laa.co.uk and the market prices platform www.marketprices.laa.co.uk.

These terms and conditions (Terms) apply to Customers who subscribe to any of the LAA’s market prices Data Products. They apply to the order by you, supply of Services by us to you, and your use of the Data supplied (Contract).

If you are a business customer, these Terms constitute the entire agreement between us in relation to your order. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in these Terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

Please see clause 20 below for details of the definitions used in these Terms.

The LAA is authorised by its member firms to market their data on an individual, aggregated and derived basis.

REGISTRATION
1. The details of our subscription plans (including applicable Charges) are displayed on our website and/or market prices platform and during the registration process. Please carefully select which Data Products you require and your required subscription period.
2. Details of eligibility for free access to Data and/or to a free trial of our Services are set out on our website and/or market prices platform. Where you may be entitled to free access to Data, or a free trial of our Services, this will be confirmed during the registration process. Once we have processed your registration we will confirm whether free access to Data and/or a free trial (as the case may be) has been granted. All of the obligations and restrictions placed on Customers under these Terms also apply to those who have free access to Data and during any free trial periods.
3. Free access to Data and free trial periods may be suspended or terminated at any time by the LAA at its sole discretion without any liability to the Customer.
4. Notwithstanding the generality of clause 1.3, free access to Data will be suspended or terminated where the Customer no longer meets the eligibility requirements required for such free access.
5. Payment details will be required before the commencement of any free trial period. Following the end of the free trial period, payment will be taken in accordance with the information provided to you during the registration process.
6. If you are a consumer, you have a legal right to change your mind and receive a refund of what you have paid. You have 14 calendar days to change your mind, commencing on the date we send you an email to confirm we have accepted your order. However, you have to pay for Services received, and we don’t refund you for the time you were receiving the Services before you told us you had changed your mind. If you have changed your mind you must contact us within this 14 day period to let us know. We can be contacted by email using [email protected] or by writing to us at our office address set out above. We will refund you as soon as possible and in any case within 14 calendar days of you telling us you’ve changed your mind.
7. Where we accept your order, we will send you an email to confirm this, at which point the Contract comes into existence (the day on which this happens is the ‘Commencement Date’ as defined in clause 20).
8. We may reject your order in cases where the Data Product ordered by you was mispriced by us. When this happens, we will let you know as soon as possible and refund any sums you have paid.
SERVICES
1. The LAA warrants that the Services will be provided using reasonable care and skill.
2. During the term of the Contract the LAA shall supply the Services to the Customer and the Customer shall pay the Charges and use the Services.
3. The Customer acknowledges and agrees that the LAA may change at any time, with as much prior notice to the Customer as is reasonably practicable, the content, format or nature of the Services, and the means of access to the Services.
4. The LAA shall use its reasonable endeavours to perform the Services in accordance with any performance dates indicated during the registration process or on our website and/or market prices platform, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract. We shall not be liable for any delay in delivery of the Services that is caused by your failure to provide us with any instructions that are relevant to the supply of the Services or your failure to comply with your obligations under the Contract.
5. The Data Products which you have subscribed to are available to view during the term of the Contract by logging into the relevant area on our market prices platform.
LICENCE
1. Subject to the Customer’s compliance with the terms of the Contract, the LAA hereby grants the Customer a non-exclusive, non-transferable, revocable, worldwide licence during the Term to:
  1. use the Data for limited internal use in the normal course of its business for benchmarking purposes and in order to inform its own pricing and selling decisions;
  2. utilise, or extract limited, inconsequential, insubstantial (including qualitatively and quantitatively) amounts of Data on an ad-hoc, non-systematic basis, provided that such utilisation, or extraction is not continuous, is infrequent and/or irregular, cannot be used as a substitute for the Data, and has no separate commercial value; and
  3. back up and store the Data in so far as it is necessary for:
    1. compliance with the audit requirements set out in clause 5;
    2. reasonable internal financial record keeping; and
    3. compliance with the laws and regulations applicable to the Customer.
2. For the avoidance of doubt, the Customer may not:
  1. disseminate, publish or share the Data or any data derived from it in any way (including by reposting the Data on any website or social media platform) without the express written permission of the LAA;
  2. use or exploit the Data for any purpose not expressly permitted by these Terms;
  3. use the Services (including the Data) for any purpose contrary to any law or regulation; or
  4. use the Services, including the Data (wholly or in part) in its products or services.
3. Notwithstanding anything else in these Terms, the parties acknowledge and agree that the Data and any data derived from it, whether by the LAA or the Customer, is and remains the property of the LAA. The Customer assigns to the LAA, and shall assign to it, with full title guarantee, all Intellectual Property Rights in any derived data it may create, by way of future assignment.
BUSINESS CUSTOMERS AND CONSUMERS
1. Business customers do not have the same rights as consumers under these Terms. Where a term applies just to business customers or just to consumers, this is clearly stated. You are a business customer if you are ordering Services wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.
CUSTOMER OBLIGATIONS
1. The Customer shall promptly provide the LAA with any information reasonably requested by the LAA in order to evidence the Customer’s compliance with the Contract including in relation to its use of the Data.
2. Where the LAA has reasonable grounds to suspect a breach by the Customer of the Contract, and the Customer is a business customer, it shall allow the LAA and its agents access to the Customer’s premises, operational controls, systems, records and other documents relating to the Services, permit the LAA and its agents to take copies or extracts, and supply copies on demand to the LAA to verify the Customer’s compliance with the Contract. The Customer shall allow the LAA to conduct an audit (no more than once a year) with a minimum of 24 hours’ notice and to produce such reports and intelligence as are necessary to prove compliance with the Contract. Any audit results demonstrating a breach of the Contract will result in the requirement for back payment of all fees with the addition of an interest payment of 8% pa of the underreported amount calculated in accordance with clause 7.5. The Customer shall also reimburse the LAA for all expenses reasonably incurred in performing the audit.
3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services (including the Data), and in the event of any such unauthorised access or use, promptly notify the LAA.
4. The Customer shall not introduce or permit the introduction of any virus, malware or other vulnerability into the Services or the LAA's network and information systems.
TERM AND TERMINATION OF CONTRACT
1. The Contract will become effective on the Commencement Date and shall remain in force until terminated in accordance with these Terms.
2. Either party may terminate the Contract at any time, with such termination to take effect at the end of the then-current subscription period, by providing notice in writing to the other party at any time prior to the end of the then-current subscription period. If you wish to terminate the Contract, please log into the relevant area of our market prices platform and use the cancel subscription feature provided within the user dashboard. Alternatively, please email us using [email protected] or write to us at our office address set out above.
3. The LAA may terminate the Contract immediately and without liability by giving the Customer written notice if:
  1. the Customer breaches any of its obligations under these Terms (including but not limited to payment of Charges to the LAA and use of the Data in accordance with the Licence at clause 3) and does not remedy such failure, if capable of remedy, within 30 calendar days of receiving notice from the LAA requiring it to do so;
  2. it is required to do so by applicable law, or is directed to do so by a competent regulator;
  3. the Services are generally terminated or suspended by the LAA;
  4. the LAA reasonably believes that this is necessary to maintain the security or integrity of the Services or the LAA’s operations or to prevent their misuse;
  5. the Customer fails to pay any other fees due to the LAA under any separate contract by the due date; or
  6. for a reason beyond the LAA’s reasonable control.
4. Post-termination, the Customer must delete all Data, save that the Customer may store and use the Data received during the term of the Contract only where such storage and use of such Data is for compliance with applicable laws, regulatory obligations, or other such reasons approved in writing by the LAA. None of this Data may be for commercial use and all other LAA data must be deleted from the Customer’s systems.
5. Where the provision of the Services is suspended by the LAA under clause 6.3.3 the LAA shall, at the request of Customer, refund any pre-paid Charges on a pro-rata basis.
6. Without prejudice to clause 6.3, the LAA may at its sole discretion suspend the Customer's rights under the Contract where the Customer breaches any of its obligations under the Contract until such time as the Customer remedies such breach.
CHARGES
1. The Customer shall pay the applicable Charges for the Services as set out during the registration process or as set out on our website and/or market prices platform (as the case may be). Charges for the entire period of the subscription period you have selected shall be due and payable in advance, or, where agreed in writing in advance, within 30 calendar days of receipt of the LAA’s invoice by bank transfer.
2. Where you provide notice to terminate the Contract in accordance with clause 6.1, you will not receive a refund of Charges paid and will continue to have access to the Data Products you have paid for until the end of the then-current subscription period. The provisions of the Contract will continue to apply until the end of the then-current subscription period. Where we terminate the Contract in accordance with clause 6.3 your access to the Services shall cease immediately.
3. We may increase the Charges at any time in accordance with the provisions of clause 12.1.1.
4. All Charges are subject to Value Added Tax at the prescribed rate where applicable, and any other tax, duty or levy imposed by legislation. The Customer shall be responsible for the timely payment of, or reimburse the LAA on demand for, the full amount of all such taxes at the rate applicable at the time. Where the laws of the Customer’s territory require the LAA to make such deductions from a payment due to the LAA, then the amount due from the Customer to the LAA shall be increased to an amount, which after making such tax deductions, leaves an amount equal to the amount originally due to the LAA.
5. The LAA may charge interest on overdue payments at the rate of 8% per annum above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us the interest together with any overdue amount.
6. Where any overdue amount remains unpaid, then, without prejudice to clause 7.5, the LAA may, on no less than 5 calendar days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services, and the LAA shall be under no obligation to provide any or all of the Services, until such time as all overdue amounts are paid by the Customer.
7. If you are a business customer you must pay all amounts due to us under these Terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
INTELLECTUAL PROPERTY RIGHTS
1. The Customer agrees (including on behalf of the Customer’s Group) that:
  1. all Intellectual Property Rights and any other rights of whatever nature in and relating to the Services and the Data shall remain the property of the LAA;
  2. it shall have no rights in or to the Data other than the right to use them in accordance with the express terms of these Terms; and
  3. the LAA and its members have made and will continue to make substantial investment in the creation, obtaining, verification, selection, co-ordination, development, presentation and supply of the Data.
2. Nothing in the Contract shall transfer to the Customer any right or interest in any Intellectual Property Rights and the Customer shall have no rights to use the same except as expressly set out in these Terms.
WARRANTIES, INDEMNITIES AND LIMITATION OF LIABILITY
1. Neither party excludes or limits liability to the other party for:
  1. fraud or fraudulent misrepresentation;
  2. death or personal injury caused by negligence;
  3. a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
  4. any matter in respect of which it would be unlawful for the parties to exclude liability.
2. If you are a business customer, then, subject to clause 9.1, the LAA shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
  1. any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
  2. any loss or corruption (whether direct or indirect) of data or information;
  3. loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
  4. any loss or liability (whether direct or indirect) under or in relation to any other contract.
3. If you are a business customer, then, subject to clause 9.1, the LAA's total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract or any collateral contract shall in all circumstances be limited to the total Charges paid by the Customer to the LAA during the 12-month period immediately before the date on which the cause of action first arose.
4. If you are a consumer, then, subject to clause 9.1, the LAA shall not in any circumstances be liable for losses you suffer caused by us breaking the Contract if the loss is:
  1. Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable);
  2. Caused by a delaying event outside our control. Please see clause 13 for further details;
  3. Avoidable. Something you could have avoided by taking reasonable action; or
  4. A business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as set out in clause 9.3.
5. Each party warrants that it shall perform its obligations in relation to the Contract in compliance with applicable law.
6. The Services and the Data are provided “as is” and on an “as available” basis. The LAA makes no warranties of any kind, whether express, implied, statutory or otherwise, regarding the Services and the Data. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract. The LAA shall not be liable to the Customer or any third party for any decisions based on the Data, for any inaccuracy, incompleteness or error in the Data or in the event that the Services are interrupted, changed or become unavailable for any reason. The LAA does not warrant that the Services or the Data will meet the Customer’s specific needs, achieve a particular result, be error free, complete or provided on a timely basis or not be susceptible to intrusion, attack or computer virus infection.
7. Nothing in these Terms excludes or limits the Customer’s liability arising from the Customer’s breach of any terms of the Contract relating to the use of Data including, without limitation, clause 3.
8. The Customer shall defend, indemnify and hold harmless the LAA against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the receipt and/or use of the Services by the Customer or any third party (where such receipt and/or use by such third party is attributable to the act or default of the Customer).
TECHNICAL COMPLIANCE AND CHANGES TO THE SERVICES
1. For most Customers, the Service will be provided through a web interface and it is the Customer’s responsibility and cost to ensure that it has the necessary software and hardware able to receive the Services and to continue to do so as the service develops.
2. For Customers who receive a feed or use an API to access the Data (Direct Customers), the LAA reserves the right to determine the form and contents of the Services and, in particular, to modify and supplement from time to time the technical, functional, administrative and operative methods of supply of the Services, wherever necessary for complying with provisions of law or due to a change in the organisation of the markets or modifications or supplements to the Technical Specifications. The LAA shall communicate to the Direct Customer such modifications or supplements at least thirty (30) calendar days prior to their entry into effect, unless such modifications or supplements are a consequence of the compliance with provisions of law or due to an emergency.
3. Direct Customers undertake that, in addition to these Terms, it shall comply, at its cost, with applicable provisions contained in the Technical Specifications (which the Customer acknowledges it has received or has access to on the LAA’s website and/or market prices platform).
4. The LAA shall not have any obligations to provide the Services directly to any Customer unless the Customer has in place satisfactory communication infrastructure to receive the Services.
CONFIDENTIALITY
1. Subject to clause 11.2 the parties shall keep confidential all Confidential Information.
2. Either party may disclose Confidential Information to the following persons to the extent that such parties need to know the Confidential Information for the purposes contemplated by the Contract or as required by law:
  1. its employees, officers, contractors and subcontractors;
  2. its auditors, lawyers or other professional advisers;
  3. its Group;
  4. competent regulatory or governmental authorities to which either party is subject or reasonably submits, to the extent required by such regulatory or governmental authority.
3. The receiving party shall ensure that any recipients of the disclosing party’s Confidential Information are bound by confidentiality obligations similar to those contained herein and shall be fully responsible for any breach of such confidentiality obligations by the recipient.
CHANGES TO THESE TERMS AND INCREASES TO THE CHARGES
1. The LAA may amend:
  1. any terms in these Terms, and/or increase the Charges, with a minimum of 30 calendar days’ written notice; or
  2. any part of the Contract where required for legal and/or regulatory reasons with as much notice as practicable.
2. In the event the Customer reasonably considers any such amendment and/or increase to be unfavourable, then, without prejudice to clause 6.2, it may terminate the Contract provided it gives the LAA:
  1. in relation to amendments or increases made pursuant to clause 12.1.1, at least 15 calendar days’ notice in writing to terminate, such termination to be effective on the date the amendment and/or increase in question is to come into effect; or
  2. in relation to amendments or increases made pursuant to clause 12.1.2, notice in writing to terminate the Contract given before the date on which the amendment and/or increase in question is to come into effect, such termination to be effective on the date the amendment and/or increase in question is to come into effect.
3. Where you terminate the Contract pursuant to clause 12.2, you will receive a refund for any Services you have paid for in advance, but won't receive.
4. Except as provided in clause 12.1, these Terms may only be amended in writing by duly authorised representatives of the parties.
FORCE MAJEURE
1. We shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of our obligations if such delay or failure results from events, circumstances or causes beyond our reasonable control. The time for performance of such obligations shall be extended accordingly.
NOTICES
1. Subject to clause 14.2 any notice given under or in connection with the Contract shall be in writing and shall be served by email to: (i) in the case of the LAA, [email protected] or such other email address as the LAA may notify the Customer in writing from time to time; or (ii) in the case of the Customer, such email address as the Customer provides to the LAA during the registration process or such other email address as the Customer may notify the LAA in writing from time to time. The deemed effective date shall be the date of transmission.
2. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
ASSIGNMENT
1. The Customer may not assign, transfer, mortgage, charge, sub-contract, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract without the LAA’s prior written consent, such consent not to be unreasonably withheld or delayed.
2. The LAA shall have the right to assign, transfer, mortgage, charge, sub-contract, declare a trust over or deal in any other manner with any of its rights and/or obligations under the Contract, provided that it gives prior written notice of such dealing to the Customer.
SEVERABILITY AND SURVIVAL
1. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of all other provisions (and, if applicable, the remainder of the provision in question) shall not be affected.
2. All provisions of these Terms that may reasonably be construed as surviving the termination of the Contract shall survive such termination.
RIGHTS OF THIRD PARTIES
1. Except as expressly provided otherwise, no term of the Contract is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Contract.
GOVERNING LAW
1. The 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 all respects in accordance with, the laws of England and Wales.
JURISDICTION
1. If you are a business customer, you agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
2. If you are a consumer, you can bring claims against us in the English courts. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in.
DEFINITIONS
1. In these Terms, unless the context requires otherwise, the following words shall have the following meanings:

Commencement Date

means the date the order for Services is accepted by the LAA.

Confidential Information

means (i) the terms of the Contract; (ii) any confidential or proprietary information supplied by any party to any other with respect to its financial affairs or business operations; and (iii) all communications between the parties relating to the Contract or the Services. Confidential Information shall not include any information which (a) is available in the public domain other than through a breach of the Contract; (b) is, when it is supplied, already known to, or has been independently obtained by, the recipient in circumstances in which they are notprevented from disclosing it to others; (c) is required to be disclosed by applicable law; or (d) is developed by the LAA independently of the information disclosed by the Customer under the Contract.

Customer, you, your

means the natural and/orlegal person or entity named during the registration process and includes users who are provided with free access to Data and/or to a free trial of our Services.

Charges

means the charges for the Services.

Data

means the market prices data and other information in any form, the provision of which comprises the Services (wholly or in part).

Data Products

means the categories of Data content selected by you during the registration process.

Direct Customer

A Customer who takes a direct feed from the LAA or interfaces directly to the LAA’s systems via an API.

Group

means in relation to an entity, any other entitythat controls, is controlled by or is under common control with that entity.

Intellectual Property Rights

means all patents, rights to inventions, utility models, copyright and related rights, trade marks,service marks, trade,business and rightsin domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral 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 for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Services

means the provision by the LAA (directly or indirectly) of the Data.

Technical Specifications

means the data formats, networks and interfaces provided to Direct Customers by the LAA,as amended andnotified to the Customer from time to time.

Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to writing or written includes email but not fax.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.