Terms and Conditions 

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1. Definitions and interpretation

In these Terms and Conditions (“Terms”):

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• “DB Intelligence”, “we”, “us” and “our” means [full legal name of the entity operating DB Intelligence].

• “Client”, “you” and “your” means the organisation that purchases or uses DB Intelligence services.

• “Services” means the DB Intelligence products, platform functionality, research, analytics, reports and any related professional services that we agree in writing to provide.

• “Order” means any proposal, quotation, statement of work, order form or other written agreement describing the Services, fees and key commercial terms.

• “Agreement” means these Terms together with any applicable Orders.

 

If there is any inconsistency between an Order and these Terms, the Order will take precedence for the Services it covers.

 

2. Formation of contract

All proposals and quotations issued by DB Intelligence are invitations to treat and not binding offers. An Agreement is formed when:

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• You sign or otherwise accept an Order that refers to these Terms; or

• We confirm in writing that we accept your written order or instruction.

 

Unless otherwise stated, proposals and quotations are valid for 30 days from the date issued and may be withdrawn or updated by us at any time before acceptance.

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3. Scope of services

The scope, deliverables, timelines and fees for the Services will be set out in the relevant Order.

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Any work requested by you that is outside the agreed scope (including changes, additions or extensions) will be subject to our then‑current rates and a separate written agreement. We are not obliged to commence or continue out‑of‑scope work unless this has been explicitly agreed.

 

4. Client responsibilities

You will:

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• Provide timely access to information, systems, personnel and approvals that we reasonably require to deliver the Services.

• Ensure that any data, materials, selection lists, content or instructions you supply are complete, accurate, lawful and do not infringe the rights of any third party.

• Obtain and maintain all necessary rights, permissions and consents (including any required under data protection law) for us to process data and perform the Services.

 

If inaccurate or incomplete inputs from you cause errors or rework, we may charge for the additional time and costs incurred.

 

5. Fees, invoicing and payment

Unless otherwise specified in an Order:

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• Fees are exclusive of VAT and other applicable taxes, which are payable in addition.

• We may invoice upon signature of the Order, on agreed milestones, or monthly in arrears for usage‑based or time‑and‑materials Services.

• Invoices are payable within days of the invoice date by bank transfer to the account specified on the invoice.

 

If you fail to pay any amount when due, we may charge interest on the overdue sum at 5% per annum above the Bank of England base rate, accruing daily until payment is received in full and suspend Services or withhold deliverables until all outstanding amounts are paid.

 

6. Changes, delays and cancellation

If a project or element is delayed or rescheduled at your request, or by circumstances within your reasonable control, you will be responsible for any additional time and costs that we incur as a result (including committed third‑party costs).

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If you cancel an agreed project or subscription before completion of the initial term, we may invoice:

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• A cancellation fee of 10% of the agreed project value; and

• All actual costs and committed third‑party charges incurred up to the date of cancellation.

 

Any changes to scope, timing or assumptions may require a revised Order or change order and may result in adjustments to fees and delivery dates.

 

7. Use of the DB Intelligence platform

Where the Services include access to the DB Intelligence platform or tools, we grant you a non‑exclusive, non‑transferable, time‑limited right for your authorised users to access and use the platform for your internal business purposes only, subject to these Terms and any licence terms in the Order.

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You must not (and must not permit others to):

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• Copy, modify, reverse engineer or create derivative works from the platform (except to the extent this cannot be restricted by law).

• Circumvent security features or access the platform in a manner that interferes with other users or our infrastructure.

• Use the platform to build a competing service, to provide services to third parties on a commercial bureau basis, or in any way that is unlawful or infringes third‑party rights.

 

You are responsible for maintaining the confidentiality of user credentials and all activity under your accounts.

 

8. Intellectual property

All intellectual property rights in DB Intelligence, including the platform, software, methodologies, processes, templates, documentation and any generic tools, models and know‑how developed or used by us, are and remain the exclusive property of DB Intelligence or its licensors.

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Unless otherwise agreed in an Order:

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• You own the underlying client data you provide and any custom reports or deliverables that are expressly designated as client‑owned in the Order, subject to our rights to retain and use anonymous or aggregated data as described below.

• We may use and retain anonymised and/or aggregated data derived from your use of the Services to improve and develop our services, for benchmarking and analytics and for research and statistical purposes, provided that such data does not identify you or any individual.

 

Nothing in these Terms transfers ownership of either party’s pre‑existing intellectual property.

 

9. Research outputs, publication and attribution

Where the Services involve research, analytics or survey‑based outputs, you are responsible for how you interpret and use those outputs.

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If you publish or share results externally, you should:

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• Present them accurately, including any material reservations, assumptions or limitations noted in our documentation.

• Attribute DB Intelligence as the source of research or analysis where appropriate (for example: “Source: DB Intelligence / Designing Buildings”).

 

If you publish materially misleading or incorrect statements based on our work, we reserve the right to issue clarifications or to publish correct high‑level results in order to protect our reputation and ensure a fair representation of the underlying research, provided that we do not disclose your confidential information.

 

10. Data protection and confidentiality

Each party must comply with applicable data protection laws when processing personal data in connection with the Services. The allocation of roles and responsibilities (controller/processor) will be set out in the privacy documentation or any data processing agreement agreed between us.

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Both parties must treat as confidential all non‑public information disclosed by the other party that is marked or identified as confidential, or that by its nature should reasonably be considered confidential. Confidential information may be used only for the purposes of performing or receiving the Services and must not be disclosed to third parties except to professional advisers or subprocessors under appropriate obligations of confidentiality, or as required by law.

 

11. Warranties

We will perform the Services with reasonable skill and care and in accordance with the Agreement.

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Except as expressly set out in the Agreement, all warranties, representations and conditions (whether express, implied, statutory or otherwise) regarding the Services, including any implied warranties of merchantability, fitness for a particular purpose or non‑infringement, are excluded to the maximum extent permitted by law.

 

12. Errors, corrections and service levels

If there are errors in outputs or reports caused by incorrect or incomplete data, instructions or materials supplied by you, corrections and any associated rework will be at your cost.

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If errors are attributable to DB Intelligence, our obligation is to correct the errors within a reasonable timeframe at no additional charge. Except for this obligation and any statutory rights that cannot be excluded, you are responsible for verifying that results and insights are suitable for your intended use.

 

13. Limitation of liability

Nothing in the Agreement limits or excludes either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.

 

Subject to the paragraph above:

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• DB Intelligence will not be liable for any loss of profit, loss of revenue, loss of data, loss of business, loss of anticipated savings, loss of goodwill, or for any indirect or consequential loss or damage, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

• DB Intelligence’s total aggregate liability arising out of or in connection with the Agreement (whether in contract, tort, breach of statutory duty or otherwise) will be limited to the total fees actually paid by you to DB Intelligence for the Services giving rise to the claim in the 12 months immediately preceding the event giving rise to the claim.

 

You acknowledge that research‑based and analytics‑based Services inherently involve sampling, assumptions and modelling and that DB Intelligence cannot guarantee that results will be error‑free or that they will produce any particular outcome when applied in your business.

 

14. Force majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, strikes or other labour disputes, failure of utilities or telecommunications, governmental actions, or failures of third‑party hosting or infrastructure providers.

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The affected party will notify the other party without undue delay and will use reasonable efforts to mitigate the effects of the force majeure event. If the event continues for more than days, either party may terminate the affected Services on written notice.

 

15. Term, renewal and termination

The term of the Agreement will be as set out in the relevant Order.

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Either party may terminate the Agreement or any individual Order with immediate effect by written notice if:

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• The other party commits a material breach of the Agreement and fails to remedy it within 30 days of receiving written notice describing the breach; or

• The other party becomes insolvent, enters into administration or liquidation, or ceases to carry on business.

 

Upon termination or expiry:

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• All outstanding fees and charges for Services delivered up to the termination date will become immediately due and payable.

• Your right to access and use the DB Intelligence platform or tools will cease, unless otherwise agreed.

• Each party will, on request, return or securely destroy the other party’s confidential information, subject to any legal or regulatory retention obligations.

 

16. Website terms of use

By accessing or using the DB Intelligence website, you agree to:

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• Use the site only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of the site by, any third party.

• Not attempt to gain unauthorised access to any part of the site, servers or systems.

 

The website and its content are provided “as is” and may be updated, suspended or withdrawn without notice. We do not guarantee that the website, or any content on it, will always be available or be uninterrupted or error‑free.

 

17. Third‑party sites and content

The DB Intelligence website and Services may contain links to third‑party websites or content. These are provided for convenience only and do not constitute endorsement or recommendation.

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We have no control over the content or availability of third‑party sites and are not responsible for any loss or damage that may arise from your use of them. You should review the applicable terms and privacy policies of any third‑party services you use.

 

18. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non‑contractual disputes or claims) are governed by the laws of England and Wales (unless otherwise specified in an Order).

The courts of England and Wales will have exclusive jurisdiction to settle any such dispute or claim, subject to any mandatory jurisdiction that may apply.

 

19. General

If any provision of these Terms is held to be invalid or unenforceable, the remainder will continue in full force and effect.

No failure or delay by either party in exercising any right or remedy under the Agreement will constitute a waiver of that or any other right or remedy. You may not assign or transfer your rights or obligations under the Agreement without our prior written consent; we may assign to an affiliate or in connection with a corporate transaction.

 

These Terms, together with the applicable Orders and any documents expressly incorporated by reference (including the privacy policy and any data processing agreement), constitute the entire agreement between the parties in relation to their subject matter and supersede all prior discussions, proposals and understandings.