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Email notification sent on Thursday 30 October 2025

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A.  GENERAL TERMS

B.  WEBSITE AND THE IBAT PLATFORM

C.  PRIVACY POLICY

D.  COOKIE POLICY

E.  PAY AS YOU GO (PAYG) TERMS

F.  SUBSCRIPTION AGREEMENT

G.  CONSUMER TERMS

PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF SERVICE (THE ‘’TERMS’’). TERMS FOUND IN SECTIONS A TO D APPLY TO ALL USERS OF THIS WEBSITE, WHILE TERMS E TO G ONLY APPLY IF YOU HAVE REGISTERED FOR ONE OF OUR OFFERINGS, AS APPLICABLE.  

Last updated: 3rd November 2025

By accessing https://www.ibat-alliance.org/ (the ‘’Website’’) or by using our services, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms, you must not use this Website and the services.

We may amend these terms from time to time. We will notify registered users of our services by email every time we make changes to these terms that we consider material. You agree that your continued access and use of the services and the Website constitute consent to such changes.

These terms were most recently updated on the date found at the top of this page. We recommend that you save a copy of these terms for future reference.

In case there is any conflict or inconsistency between the provisions of the different terms listed above in sections A to G, a provision contained in a set of terms lower in the list shall take precedence over one contained in a set of terms higher in the list.

If you already have an agreement with us that is different from the ones listed above, that agreement will apply to you instead of the terms on this Website.

A.  General terms

1.  Who we are, how to contact us and what we offer

IBAT

The Integrated Biodiversity Assessment Tool (IBAT) is a web-based system that provides data access, visualisation and analysis. IBAT aggregates critical biodiversity data in the IBAT platform, and serves synthesized information (e.g. maps and reports), thus providing decision makers such as businesses, financial institutions, governments and researchers access to critical biodiversity information at the site level.

IBAT is owned by the IBAT Alliance but the Website, including the IBAT platform, is operated by BirdLife International ("We"), a company limited by guarantee (company number 2985746) and a registered charity in England and Wales (charity number 1042125) whose registered office is The David Attenborough Building, Pembroke Street, Cambridge CB2 3QZ. Our VAT number is GB 311537926.

Members of the IBAT Alliance

The IBAT Alliance is a collaboration between its members which are BirdLife International, Conservation International, International Union for Conservation of Nature and Natural Resources (IUCN) and The UN Environment Programme World Conservation Monitoring Centre (UNEP-WCMC), (the ‘’Members’’)

Contact and other details

To contact us, please email ibat@ibat-alliance.org, the Engagement Team.

You can find everything you need to know about us, the IBAT Alliance, and our datasets on this Website, in our catalogue or from our Engagement Team at the email above. We also confirm the key information to you in writing after you place an order with us, either by email or when you place the order on our Website.

Here is what services we offer, depending on your use case:

• Access to IBAT on a subscription basis at different levels (‘’Subscription’’);
• Access to analysis on a pay-as-you-go basis (‘’PAYG’’); and
• Free access to certain features of IBAT; (together the ‘’Offerings’’).

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You may find the details on pricing and what each Offering includes at https://www.ibat-alliance.org/pricing, where you can choose an option to suit your needs.

Free or paid services

We make the data available to you on licence subject to these terms and conditions.

Offerings are available for a fee or free of charge. To access the Offerings, you must create a user account on the IBAT platform.

Users may use the data and information available through the Offerings free of charge for commercial purposes, including for reporting and disclosure against voluntary and mandatory frameworks and standards.

More advanced features and granular insights, including detailed information that is more suitable for guiding corporates and financial institutions, are available through subscription options. Businesses wishing to use these features for commercial purposes require a subscription or the use of the PAYG service.

Organisations looking to use the data for non-commercial purposes, such as non-profit organisations, governments, academic institutions or researchers, can access these features at no cost.  Please contact us to discuss at ibat@ibat-alliance.org.

Commercial purposes

We define commercial purposes as:

• any use by, on behalf of, or to inform or assist the activities of, a commercial entity (an entity that operates ‘for profit’); or
• use by any individual or non-profit entity for the purposes of revenue generation.

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This definition of commercial purposes does not include commercialising IBAT or the data itself which is strictly prohibited under these Terms (including any user specific terms available on this Website). Please contact us if you want to use IBAT in this way.

Businesses or consumers

You are a business customer if you are accessing data wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual. Business includes without limitation the activities of any non-profit charitable organisation, academic institution, government department or local or public authority so it includes both commercial and non-commercial uses.

As a business customer, you are also responsible for ensuring that all persons who access our Offerings through your internet connection (if any) are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

You are a consumer if you are an individual accessing our data for personal use, outside the context of a trade, business or profession. Consumers have different rights and remedies and we clearly indicate throughout these Terms which terms apply to consumers and which do not. Please see section G. CONSUMER TERMS for further details.

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2. Other terms of use

Any terms and conditions proposed by you which are in addition to or which conflict with these Terms are hereby expressly rejected and shall be of no force or effect, unless signed and agreed by BirdLife in writing.

If you wish to use our data in any other way than as permitted by these Terms, please contact us to seek permission. We are generally happy to provide use of data in instances where the work of our organisation is helped or promoted.

If we grant you permission to use our data in any other way than as permitted by the Terms, your use of the data will be governed by a separate written and signed agreement with us which shall take precedence over any conflicting or inconsistent terms found in these Terms.

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3. We can end our contract with you

We can end our contract with you for an Offering and claim any compensation due to us if:

• you don't make any payment to us when it's due and you still don't make payment within 14 days of our reminding you that payment is due; or
• you violate the terms of your agreement with us or any applicable laws.

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4. Registration

Registration is required to access and use the Offerings and you may choose to:

•   become an IBAT subscriber to receive access to advanced features and granular insights;

•   download reports and GIS data as a PAYG user; or

•   obtain limited access to the datasets free of charge.

Please contact the IBAT team at ibat@ibat-alliance.org to request access if you are not sure which plan is right for you. We will only ask you for information that is necessary to deliver the Offerings and we will only use your information in accordance with our Privacy Policy. By providing your information to subscribe to our Offerings, you consent to us sending you emails relating to the Offerings and IBAT generally.

You will be automatically enrolled to receive our Newsletter once you register for an Offering.

We may terminate your Newsletter subscription or other Offering at any time if we choose to discontinue the Newsletter service or if you are in breach of our Terms. If we terminate your subscription or Offering due to your breach of our Terms, you may not re-subscribe without our written consent.

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5.  Orders

We contact you to confirm we've received your order to register for one of our Offerings and then we contact you again (normally we aim to contact you within 7 days) to confirm we've accepted it. Sometimes we reject orders, for example, because a reference we have obtained is unsatisfactory or because the product was mispriced by us. If this happens, we let you know as soon as possible and refund any sums you have paid.

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6.  Accounts

In order to use the Offerings on this Website, you are required to create an account which will contain certain personal details which may vary based upon the type of account that you choose. You represent and warrant that by creating an account:

(i) all information you submit is accurate and truthful; and

(ii) you will keep this information accurate and up to date.

Sharing of account details is not permitted.

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7.  You must keep your account details safe

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at ibat@ibat-alliance.org.

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8.  How you may use our Offerings

8.1 Permitted uses

‍✓   You may print off copies, and may download extracts, of any page(s) from our Offerings for your:

• personal use (IF YOU ARE A CONSUMER);
• business use (IF YOU ARE A COMMERCIAL USER); OR
• for charitable, research and/or educational purposes (IF YOU ARE A NON-COMMERCIAL USER), as applicable

and you may draw the attention of others within your organisation to content available through our Offerings.

‍✓   You must not modify the paper or digital copies of any materials you have printed off or downloaded, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

‍✓   You also agree not to adapt, alter or create derivative work from any content available through the Offerings except for your own personal, internal business use or your company’s reporting on sustainability and climate and if you are a NON-COMMERCIAL USER, for charitable, research and educational purposes.

‍✓   If you print off, copy, download, share or repost any part of our Website or Offerings in breach of these terms of use, your right to use our Offerings will cease immediately and you must, at our option, return, destroy or delete any copies of the materials you have made.

‍✓   Permission to use our data in any services, scientific analysis, report, publication or online application (where applicable) does not and shall not be deemed to constitute endorsement of these by BirdLife, the IBAT Alliance or any member of it.

‍✓   Unless required to do so for specific analyses, you should not use any version of the data or information after it has been superseded by a subsequent version (without an appropriate notice as to the date of download). It is your responsibility to check if an update of the information is available and to use the latest version.

We reserve any rights not expressly granted in these terms.

8.2 Prohibited uses

You may not use our Offerings and Website:

• In any way that breaches any applicable local, national or international law or regulation, including copyright or trademark laws, export control or sanctions laws, as applicable.
• In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm others in any way.
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
• To upload obscene, pornographic, offensive or terrorist content.

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You also agree:

• Not to reproduce, duplicate, copy or re-sell any part of our Website or the Offerings in contravention of the provisions of these Terms.
• Not to access without authority, interfere with, damage or disrupt (where possible):
  • any part of our Website or the Offerings;
  • any equipment or network on which our Website and the Offerings are stored; or
  • any software used in the provision of our Offerings or our Website.

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9.      Ownership and attribution

We are the owner or the licensee of all intellectual property rights in our Offerings, and in the material accessible through it. Those works are protected by database and copyright laws and treaties around the world. All such rights are reserved.

Our status (and that of any identified contributors) as the authors of content on our Website and content within the Offerings must always be acknowledged. You must ensure that the following citation is clearly reproduced in any report or other record or in any online format which reproduces our information in whole or in part:

“The IUCN Red List of Threatened Species, Protected Area and Key Biodiversity Area data downloaded from the Integrated Biodiversity Assessment Tool (IBAT) (https://www.ibat-alliance.org). Provided by BirdLife International, Conservation International, IUCN and UNEP-WCMC. Please contact ibat@ibat-alliance.org for further information.”

We may use open-source software which requires attributions. For all open-source attributions, please see the Open-Source Attributions page at https://www.ibat-alliance.org/attribution.

No warranties

THIS SECTION DOES NOT APPLY TO CONSUMERS. If YOU ARE A CUSTOMER, PLEASE SEE Information available through the Website below.

IBAT, the data and any derivatives are provided to you ‘as is’, WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ERROR FREE OPERATION. You agree that you download and/or use IBAT, the IBAT data and derivatives at your own risk and responsibility. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY BIRDLIFE, THE OTHER MEMBERS OF THE IBAT ALLIANCE, THEIR AFFILIATES, AGENTS OR COLLABORATORS THAT THE USE OF IBAT, DATA AND DERIVATIVES SHALL NOT INFRINGE THE PATENT RIGHTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. In no event will BirdLife, the other Members of the IBAT Alliance, their affiliates, agents or collaborators be liable to you for any damages, including without limitation, direct or indirect, special, incidental, moral or consequential damages arising in connection with your use of IBAT, the IBAT data or derivatives, even if BirdLife, the other Members of the IBAT Alliance, their affiliates, agents or collaborators are advised of the possibility of such damages. In consideration of the rights granted to you in these terms, you hereby waive and release BirdLife, the Members of the IBAT Alliance, their affiliates, agents and collaborators from any liability (including, without limitation, in negligence, strict liability or under any other theory) whatsoever and howsoever arising in connection with the download and/or use of IBAT, the IBAT data or derivatives. You agree that this waiver and release is effective in any and every jurisdiction in the world.

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10.      Information available through this Website

The content available through IBAT is not intended to amount to professional advice on which you should rely. You should obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our website and accessible though the Offerings.

The presentation of material on this website and the geographical designations employed do not imply the expression of any opinion whatsoever on the part of BirdLife international or the other member of the IBAT Alliance concerning the legal status of any country, territory or area, or concerning the delimitation of its frontiers or boundaries.

Although we use our best efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

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11.     Indemnity

THIS SECTION DOES NOT APPLY TO CONSUMERS.

You agree to indemnify BirdLife and the members of the IBAT Alliance from and against any and all claims (including third party claims), liabilities, losses, costs, judgments, damages or causes of action, including, without limitation, any and all legal fees and expenses, arising out of or resulting from a violation of these Website Terms and Conditions by you or any other user of your account or that is using the data/information on your behalf.

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12.     Your rights and remedies

We don't give business customers all the same rights as consumers

For example, business customers can't cancel their orders, they have different rights where there is a problem with a subscription or offering and we don't compensate them in the same way for losses caused by us or our data. Where a term applies just to businesses or just to consumers, this is clearly stated in these Website Terms and Conditions.

Whether you are a CONSUMER or a business user:

• We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
• Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any Offerings to you, which will be set out in those terms.

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Subject to the exclusions and limitations for business users, we're responsible for losses you suffer caused by us breaking this contract unless the loss is:

• 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).
• Caused by a delaying event outside our control. As long as we have taken the steps set out in the section We're not responsible for delays outside our control.
• Avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by us, where applicable.
• A business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in Your rights if you are a business.

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If you are a business user, please also see No warranties.

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13.      Which country’s laws apply to any dispute?

BirdLife International operates this website in the United Kingdom from its office in Cambridge, England.

These Terms are governed by the laws of England and Wales.

So far as may be relevant, the place of performance of the license and/or agreement constituted under these terms and conditions shall be the place where this web-download is served. Any dispute arising out of or in connection with these Terms and/or the download and/or use of the IBAT shall be settled by amicable negotiation between you and BirdLife. Should attempts at amicable negotiation fail, any such dispute shall, upon request by either you or BirdLife, be referred to binding arbitration in accordance with the UNCITRAL arbitration rules then prevailing.

The parties agree that damages alone would not be an adequate remedy for a breach of obligations relating to confidentiality or an infringement or threatened infringement of intellectual property rights. Accordingly, the non-defaulting party shall be entitled to seek the remedies of injunction, specific performance or other equitable relief in court for any such threatened or actual breach.  Solely in such case, the parties agree to submit to the non-exclusive jurisdiction of the English courts.

IF YOU ARE A CONSUMER then, wherever you live, you can bring claims against us in the English courts or in the courts of the country you live in and we can claim against you in the courts of the country you live in.

Complaints. Our Engagement Team: ibat@ibat-alliance.org will do their best to resolve any problems you have with us or our products so talk to us first before taking any further action.

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14.      We may make changes to this Website and the services

14.1    Changes we can always make. We can always change an Offering or dataset:

• to reflect changes in relevant laws and regulatory requirements. These are changes that should not affect your use of the datasets;
• to make minor technical adjustments and improvements, for example to address a security threat. These are changes that don't affect your use of the Offering; and
• to update the data, provided that the data always matches the description of the Offering that we provided to you before you bought it.

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14.2    Changes we can only make if we give you notice (AND AN OPTION TO TERMINATE FOR CONSUMERS). We can also make the following types of change to the Offerings or these terms, but if we do so we'll notify you.

IF YOU ARE A CONSUMER, you have the option to contact our Engagement Team: ibat@ibat-alliance.org to end the contract before the change takes effect and receive a refund for any Offerings you've paid for in advance, but won't receive.

We can suspend the supply of an Offering. We do this to:

• deal with technical problems or make minor technical changes;
• update the product to reflect changes in relevant laws and regulatory requirements; or
• make changes to the datasets.

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We let you know, may adjust the price and may allow you to terminate. We contact you in advance to tell you we're suspending supply, unless the problem is urgent or an emergency. If we suspend the Offering for longer than a period of 30 consecutive days we adjust the price so you don't pay for it while its suspended. IF YOU ARE A CONSUMER and we suspend supply, or tell you we're going to suspend supply, for more than 30 consecutive days, you can contact our Engagement Team: ibat@ibat-alliance.org to end the contract and we'll refund any sums you've paid in advance for offerings you won't receive.

We can withdraw Offerings

We can stop providing an Offering, such as a subscription. We let you know at least 30 days in advance and we refund any sums you've paid in advance for services which won't be provided.

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15.      Geographical limitations

Although it may be possible to access the Website and Offerings from other countries or territories, we make no representation that our Website and the Offerings are compliant with any legal requirements in force in any jurisdiction other than the United Kingdom, or that the content available on the website, including the content provided through the Offerings is appropriate or available for use in other countries or territories.

Accessing this website and the Offerings outside of the United Kingdom is at your own risk and if any local laws are applicable to your access, you are solely responsible for compliance with those laws.

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16. Feedback

The IBAT Alliance endeavours to maintain accurate and up-to-date data in IBAT. In order to assist in that endeavour, you are encouraged to provide feedback on the quality, reliability and accuracy of the information. To improve IBAT, the IBAT Alliance welcomes revised information in the form of GIS data, electronic images, paper maps, tables, GPS coordinates, and/or in any other useable format submitted to ibat@ibat-alliance.org. Such contributions must be free of restrictions to achieve IBAT’s purpose; as such, by making such contributions, you hereby grant to the IBAT Alliance a perpetual, world-wide, irrevocable, royalty free license to use, modify, distribute and publish such contributions in any format or medium. The IBAT Alliance shall have the right, but no obligation, to incorporate such contributions into IBAT.

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17. Other standard terms

Entire agreement. 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 this agreement. THIS DOES NOT APPLY TO CONSUMERS.

If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.

Even if we delay in enforcing this contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you're not allowed to, but that doesn’t mean we can't do it later.    

We’re not responsible for delays outside our control. We will not be 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. We're not responsible for delays outside our control

If access to your order is delayed by an event outside our control, we contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we won't compensate you for the delay, but IF YOU ARE A CONSUMER and if the delay is likely to be more than 30 days, you can contact our Engagement Team: ibat@ibat-alliance.org to end the contract and receive a refund for any Offering you have paid for in advance, but not received.

Survival. Any terms which, by their nature are intended to survive termination or expiration of these Terms, will survive any such termination or expiration, including without limitation the provisions in How you may use our Offerings, Information available through the Website and Your rights and remedies.

No grant in service or trade marks and logos. IBAT, BirdLife International, Conservation International, IUCN, UN Environment World Conservation Monitoring Centre and their associated logos are the property of their respective trade or service mark holders, and any use, reproduction, display or publication without permission is strictly prohibited.

Nobody else has any rights under this contract. This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.  

B.  Website and the IBAT Platform

These terms apply to your use of the Website and, if you have registered as a user, your use of the IBAT platform.

1.  No text or data mining, or web scraping

You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Offerings or Website. This includes using (or permitting, authorising or attempting the use of):

Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Website, the Offerings or any data, content, information accessed via the same.

Any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

You shall not use, and we do not consent to the use of, our site, or any data published by, or contained in, or accessible via, our site or any services provided via, or in relation to, our site for the purposes of developing, training, fine-tuning or validating any AI system or model.

The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).

This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

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2.  We are not responsible for viruses and you must not introduce them

We do not guarantee that our Website and Offerings will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our Offerings. You should use your own virus protection software.

You must not misuse our Offerings by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Offerings, the server on which our Offering is stored or any server, computer or database connected to our Offering. You must not attack our Offering or website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Offerings will cease immediately.

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3.  Rules about linking to our Website

You may link to our home page as long as appropriate credit is given in the link title and provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

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 may not use the BirdLife International or another Member’s logo to link to our site or in other ways represent BirdLife International or any other Member of the IBAT Alliance on other websites without our written consent.

You must not establish a link to our home page in any website that is not owned by you.

Our Offerings must not be framed on any other website, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

The website to which you are linking must comply in all respects with the content set out in our Prohibited Uses.

If you wish to link to or make any use of content available through our Offerings other than as set out above, please contact ibat@ibat-alliance.org.

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4.  We are not responsible for websites we link to

Where our Offerings or website contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those websites or resources.

C.  Privacy policy

For more information on how we use and manage your personal data, please visit https://www.ibat-alliance.org/privacy-policy. We will only use your personal information as set out in the Privacy Policy.

D.  Cookie policy

For more information about the cookies we use and how to change your cookie preferences, please see https://www.ibat-alliance.org/cookie-policy.

E.  Pay As You Go (PAYG) terms

THESE PAYG TERMS DO NOT APPLY TO CONSUMERS. IF YOU ARE A CONSUMER AND WANT TO KNOW HOW YOU MAY USE PAYG, PLEASE REFER TO SECTION G. CONSUMER TERMS.

1.  Terms of use and payment

PAYG users will be billed depending on their report download (see https://www.ibat-alliance.org/pricing) and access will be granted following successful order placement on the Website.    

PAYG users shall pay the fees within the payment term specified on their invoice or order confirmation, as applicable.

All charges are non-refundable.

PAYG users may use the downloaded reports as described in section A. GENERAL TERMS at How you may use our Offerings and Ownership and attribution.

2.  Taxes

All amounts due for PAYG access are exclusive of VAT or other applicable taxes which shall, where applicable, be paid by you at the prevailing rates on the due date for payment and on receipt of a VAT or applicable tax invoice from BirdLife.

If BirdLife is legally required to collect any tax on behalf of a tax authority, these taxes will be itemized on the invoice provided to you. You agree to pay the invoiced taxes unless you provide BirdLife with a valid tax exemption certificate authorized by the appropriate taxing authority by the invoice payment due date.

F.  Subscription Agreement

THIS AGREEMENT DOES NOT APPLY TO CONSUMERS.

Agreement Details:

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‍A.  Parties’ Details

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Supplier

    Name: BirdLife International, representing The IBAT Alliance which is a collaboration between BirdLife International, Conservation International, International Union for Conservation of Nature and Natural Resources (IUCN) and The UN Environment Programme World Conservation Monitoring Centre (UNEP-WCMC).

    Details: BirdLife International, a company limited by guarantee registered in England with company number 02985746.

    Address: The David Attenborough Building, Pembroke Street, Cambridge CB2 3QZ, United Kingdom.

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Subscriber’s Details

    As specified on the invoice from BirdLife.

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B.  Order Details

Your order, subscription level (subscription levels are described at: https://www.ibat-alliance.org/subscriptions), subscription period and the fees are specified on the invoice from BirdLife.

This agreement is entered into by you as the Subscriber and we as the Supplier (each a party and together the parties).

This Agreement is made up of the following:

    (a) Agreement Details (incorporating by reference your name, address, subscription level, subscription period and fees as specified on the invoice); and

    (b) General Conditions.

If there is an inconsistency between any of the provisions in the Agreement Details and the General Conditions, the provisions in the Agreement Details shall prevail.

We may amend these terms from time to time where necessary. We will notify subscribers by email every time we make changes to these terms that we consider material and that affect your rights and obligations. You agree that your continued access of the IBAT platform constitutes consent to such changes. However, if you are not happy with the changes, you may terminate upon 14 days advance written notice.

This Agreement is entered into on the date that we, BirdLife, have received full payment of the invoice.

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General Conditions

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1.  Definitions

1.1     ‘’AI System’’ means any artificial system that performs tasks under varying and unpredictable circumstances without significant human oversight, or that can learn from experience and improve performance when exposed to data sets.

1.2     “Affiliate” means any other entity (if any) apart from the Subscriber that is granted a sub-licence by the Subscriber to use IBAT and that directly or indirectly Controls, is Controlled by or is under common Control with the Subscriber. An entity may be an ‘’Affiliate’’ only a long as such entity continues to meet all the requirements under this definition. If, at any time, any of the Affiliates no longer meets the requirements above, such Affiliate shall immediately stop using the Data and IBAT in accordance with clause 11.8 of this Agreement.

1.3     ‘’Business Purposes’’ means any use by, on behalf of, or to inform or assist the activities of, the Subscriber (and its Affiliates) or for the purposes of revenue generation.

Business Purposes does not include commercialising IBAT or the Data which is strictly prohibited under this Agreement.

1.4     “Confidential Information” means all confidential or proprietary information relating to the parties including information regarding their respective business, their relationship under this Agreement, the terms of this Agreement, IBAT and the Subscriber Data.

1.5     “Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and “Controls”, “Controlled” and the expression “change of Control” shall be construed accordingly.

1.6     “Data” means any and all data or information displayed in and/or originating from IBAT and includes such data or information irrespective of whether it has been combined or aggregated (wholly or in part) with other data or information and/or adapted by the Subscriber (or an Affiliate) in accordance with the licence granted at clause 3 (or clause 3.2.5 in respect of an Affiliate) but excludes Derived Data and Subscriber Data.

1.7     “Derived Data” means data or information created by the Subscriber (or an Affiliate) as a result of combining or aggregating the Data (wholly or in part) with other data or information and/or adapting the Data to such a degree that such resulting data or information:

    (a) cannot be identified as originating or deriving directly from the Data or IBAT and cannot be reverse engineered, disassembled or decompiled such that it can be so identified; and

    (b) is not capable of use as a source or as a substitute (in whole or in part) for the Data or IBAT.

1.8     ‘’Fees’’ means the fees payable by the Subscriber to the Supplier, as specified on the invoice from BirdLife in consideration for the Subscription and the associated access rights and licence granted under this Agreement during the Subscription Period.

1.9     “IBAT” means the Integrated Biodiversity Assessment Tool which is accessible through the Website.

1.10    “Intellectual Property Rights” means  all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and 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.

1.11    ‘’Subscription Period’’ means the duration of a Subscription as specified on your invoice from BirdLife.

1.12    ‘’Subscriber’’ means the customer entity that has entered into this Agreement, as identified on the invoice from BirdLife and referred to in this Agreement as ‘’You’’.

1.13    ‘’Subscriber Data’’ means search history data (other than any personal data) such as location, coordinates and/or biodiversity risks inputted by the Subscriber, any User, or any Affiliate into the IBAT platform for the purpose of using the Subscription as permitted under the terms of this Agreement.

1.14    ‘’Subscription’’ means the level of service provided by the Supplier to the Subscriber under this Agreement via the Website, as specified in the Order Form.

1.15    ‘’Supplier’’ means the IBAT provider, as identified in the Agreement Details and referred to in this Agreement as ‘’Us’’ and ‘’We’’ .

1.16    “The IBAT Alliance” means a collaboration between BirdLife International, Conservation International, the International Union of Conservation for Nature (IUCN) and the United Nations Environment Programme World Conservation Monitoring Centre (UNEP-WCMC).

1.17    “User” means a person who uses IBAT who is an employee or an agent, consultant or contractor of the Subscriber (or of an Affiliate of the Subscriber that has been granted a licence to use IBAT in accordance with clause 3.2.5).  

1.18    “Website” means https://www.ibat-alliance.org.

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2.  Fees and Payment

2.1     The Fees shall be due and payable annually by You to Us, within 30 days from your receipt of an invoice from BirdLife International or as otherwise stated on your invoice.

2.2     All fees are exclusive of any applicable duties, taxes and charges (including VAT and withholding tax), which shall be paid by You at the rate and in the manner for the time being prescribed by law.

2.3     This order is non-cancellable and the Fees paid are non-refundable.

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3.  Licence

3.1     Subject to the terms and conditions of this Agreement (including but not limited to proper attribution as specified at clauses 5.4 and 13) and in consideration of the payment of Fees due under this Agreement, We hereby grant You a non-exclusive licence (sublicensable to your Affiliates) for the duration of this Agreement to use the Data and to create Derived Data solely for Business Purposes

3.2     Subject to the limitations specified in clause 3.1 above, You are licensed to:

    3.2.1   download, copy and store the Data on your systems and/or premises;

    3.2.2   modify, adapt, combine and aggregate the Data with other data or information;

    3.2.3   include extracts of the Data in reports to your Affiliates, to regulators, to other relevant third party collaborators or in published reports;

    3.2.4   create Derived Data provided that this is not in order to build a product or service that competes with IBAT;

    3.2.5   grant sub-licences to your Affiliates to use the Data as specified above in clauses 3.2.1, 3.2.2, 3.2.3 and 3.2.4, PROVIDED THAT:

    (a) the Affiliate agrees to comply with the terms of this Agreement; and

    (b) You shall be responsible and liable for any breach or non-compliance with the terms of this Agreement by the Affiliate;

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4.  Restrictions

4.1     You shall not (and shall procure that your Affiliates shall not):

    4.1.1   access IBAT, use the Data and create Derived Data in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Rights of the IBAT Alliance or other third party, or that infringes any applicable law;

    4.1.2   copy, decompile, reverse engineer or create derivative works from any software in IBAT used to deliver, access, formulate, calculate or display the Data, except to the extent permitted by any applicable law;

    4.1.3   attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of IBAT in any form or media or by any means, except to the extent expressly permitted under this Agreement or permitted by any applicable law;

    4.1.4   rent, lease, sell, lend, assign, transfer, sub-license, distribute, redistribute or publish the Data, or otherwise commercially exploit IBAT except as expressly permitted under this Agreement;

    4.1.5   share or make the Data available to any third party, except as expressly permitted under this Agreement or required by law;

    4.1.6   use the Data, Derived Data and/or IBAT in any way that is illegal (including to facilitate an illegal activity) or causes damage or injury to a person or property;

    4.1.7   unless required to do so for specific analyses or unless the Subscriber provides a suitable warning that such Data may have been replaced, updated and/or superseded (or provides the date of download for such Data), the Subscriber should not use any version of the Data after it has been superseded by subsequent versions. It is the Subscriber’s responsibility to check if an update of the Data is available and to use the latest version. In no circumstances shall the Supplier be responsible or liable for any failure on the part of the Subscriber to comply with the provisions of this clause 4.1.7;

    4.1.8   incorporate or integrate the Data, wholly or in part, in its products or services;

    4.1.9   introduce the Data in its entirety or any substantial part of it into any AI System, apply such AI System to the Data or create Derived Data for these purposes without the Supplier’s prior written consent. If consent is obtained, You (and your Affiliates) shall act at all times in accordance with our instructions and requirements in relation to such use of an AI System.

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5.  Intellectual Property

5.1     You acknowledge that:

    5.1.1   all Intellectual Property Rights in IBAT, the Data and the Website are the property of BirdLife International, the other members of the IBAT Alliance, or their suppliers or licensors, as the case may be;

    5.1.2   neither You, nor any Affiliates shall have any rights in or to IBAT, the Data and the Website other than the right to use them in accordance with the express terms of this Agreement;

    5.1.3   BirdLife International, the other members of the IBAT Alliance and their licensors have made and will continue to make substantial investment in the obtaining, verification, selection, coordination, development, presentation and supply of the Data.

5.2     You shall own any Intellectual Property Rights in any Derived Data that You have created in accordance with this Agreement. Notwithstanding such ownership position, You shall comply (and shall procure compliance by the Affiliates) with the provisions of clauses 3.1, 3.2.4, 4.1.1, 4.1.6 and 11.8.4 in respect of the Derived Data and agrees that the contractual restrictions and obligations imposed in relation to the use of the Derived Data under this Agreement are reasonable in order to protect the investment made by the IBAT Alliance in IBAT. In addition to the above, You acknowledge and agree that any use of the Derived Data during and after the termination of this Agreement is at your sole risk.

5.3     You retain all Intellectual Property Rights in the Subscriber Data. We may store the Subscriber Data indefinitely (subject to your right to have your data deleted as specified in clause 11.10) and may use such data solely to provide the Subscription service under this Agreement. Subscriber Data is the Subscriber’s Confidential Information and shall always be treated as such. Subscriber Data will not be disclosed to any third party, except members of the IBAT Alliance and their authorised IT contractors to the extent necessary for the purposes described in this clause 5.3, subject to confidentiality obligations and in compliance with all applicable laws and regulations.

5.4     You shall not (and shall procure that your Affiliates shall not) remove, conceal or alter any copyright notices or markings displayed on or contained in the Data.

5.5     You shall:

    5.5.1   ensure that each of you Users (and any of their Affiliates) are aware of and comply with the conditions of use of the Data set out in this Agreement, and shall, in any event, be responsible for their compliance;

    5.5.2   provide Us (at our cost) with reasonable assistance in complying with any of our legal obligations in relation to the use of Data, if any (including, without limitation, in relation to issues of privacy and freedom of data).

5.6     Subject only to use of any trademark, trade name or service mark to such extent as is necessary in order for You to comply with your obligations under clauses 5.4 and 13 of this Agreement, no licence is granted in this Agreement to any trademark or service mark of any of the members of the IBAT Alliance.

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6.  Security

6.1     You shall effect and maintain adequate security measures to safeguard IBAT from access or use by any unauthorised person, which shall include without limitation:

    6.1.1   ensure that access to IBAT is restricted at all times to the Users as authorised by You;

    6.1.2   taking all necessary steps to preserve the confidentiality of passwords provided to Users; and

    6.1.3   promptly reporting to Us any suspected or actual instances of unauthorised use, or any other suspected breaches of security which may affect the security of the Data.

6.2     If You become aware of any misuse of IBAT or the Data, or any security breach in connection with this Agreement that could compromise the security or integrity of IBAT or the Data or otherwise adversely affect Us or any other member of the IBAT Alliance, You shall promptly notify Us and fully cooperate with Us to remedy the issue as soon as reasonably practicable. We shall have the right to suspend your access to IBAT until the misuse or security breach is remedied and once remedied, We shall use reasonable efforts to promptly reestablish your access to IBAT.

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7.  Scientific Analysis, Reports and Publications

The Data is provided with additional supporting metadata which generally describes its source, how it was compiled, its quality and limitations. We are prepared, on request, to provide guidance and therefore We reserve the right to charge additional fees for this guidance, to aid in the correct use and interpretation of the Data. We also reserve the right to comment on the accuracy of representation of the Data in any scientific publication (if any) by You. The IBAT Alliance require a copy of all published materials of a scientific nature that include the Data to be lodged with them free of charge within one month of publication preferably in electronic format via ibat@ibat-alliance.org. However, if only a paper copy is available this should be sent to the address: FAO Integrated Biodiversity Assessment Tool, c/o BirdLife International, The David Attenborough Building, Pembroke Street, Cambridge, CB2 3QZ, UNITED KINGDOM.

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8.  Confidentiality

8.1     The parties shall not disclose any of the other party’s Confidential Information to any third party except as expressly permitted under this Agreement. Confidential Information may only be disclosed for the purpose of exercising or performing the rights and obligations under this Agreement.

8.2     Confidential Information does not include any information that:

    8.2.1   was or becomes generally known by the public other than by a breach of this Agreement by, or other wrongful act of, the other party;

    8.2.2   was or becomes, available to the receiving party from a person who, at the time, was not under any obligation to the Supplier or any other person to maintain the confidentiality of such information;

    8.2.3   was or is independently developed by the other party without reference to or use of any Confidential Information.

8.3     You acknowledge that the Supplier’s Confidential Information includes the Data, as defined under this Agreement. your Confidential Information includes the Subscriber Data and the Derived Data.

8.4     A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction.

8.5     The Supplier may disclose Confidential Information to the other members of The IBAT Alliance being Conservation International, International Union for Conservation of Nature and Natural Resources and The UN Environment Programme World Conservation Monitoring Centre to the extent necessary for the purpose of exercising or performing the rights and obligations under this Agreement.

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9.         Warranties

9.1     We warrant that hawse have the right to license the receipt and use of IBAT, the Data and the Website as specified in this Agreement.

9.2     In case of breach of the above warranty, We will choose to (as is commercially reasonable):

    9.2.1   obtain a licence to allow for the receipt and use of the infringing content in the Data, IBAT and/or the Website as specified in this Agreement;

    9.2.2   correct the infringing Data or content available through IBAT or the Website;

    9.2.3   if the infringing part of the Data or content is insubstantial, remove the infringing Data or content available through IBAT or the Website; or

    9.2.4   if the infringing part of the Data or content is substantial, allow You to terminate this Agreement and pay You 150% of the Fees that You have paid for the infringing Subscription during the 12-month period immediately before the date on which you notify us that you wish to terminate.

Our total liability and your exclusive remedy for breach of warranty shall be limited to the remedies under this clause 9.2.

Notwithstanding the warranty at clause 9.1 above, We shall not, under any circumstances, be responsible for any loss, damage or claim caused by a modification of the Data by You (or any Affiliate) and your Users, including any use of such modified Data or Derived Data.

9.3     Without limiting the effect of clause 9.5, We do not warrant that:

    9.3.1   the supply of the Data and the use of IBAT by You will be free from error and interruption;

    9.3.2   the Data is complete, fully up to date, fit for your purpose or timely;

9.4     Maps that are made available through IBAT or the Website do not imply the expression of any opinion whatsoever on the part of the Supplier or its licensors (as applicable) concerning the legal status of any country, territory or area, or concerning the delimitation of its frontiers or boundaries.

9.5     Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

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10.       Limitation of Liability

10.1    Nothing in this Agreement excludes or limits either party’s liability for death or personal injury caused by negligence, deceit or fraudulent misrepresentation, or any matter in respect of which it would be unlawful for the parties to exclude or limit liability.

10.2    Neither party shall be liable under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) for any indirect, consequential or special damages or for any loss of profits, revenue, anticipated savings or wasted expenditure.

10.3    The Supplier's total aggregate liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall in all circumstances be limited to 150% of the total Fees paid by the Subscriber to the Supplier during the 12-month period immediately before the date on which the cause of action first arose.

10.4    Nothing in this Agreement excludes Your liability for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.

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11. Duration and Termination

11.1    The Subscription commences on the date that the Subscriber receives access to IBAT as confirmed by BirdLife via email (the ‘’Subscription Start Date’’), and subject to earlier termination in accordance with the terms of this Agreement, shall continue for the Subscription Period.

11.2    Your (and your Affiliates’) access to IBAT shall terminate at the end of the Subscription Period or upon early termination as specified below.

11.3    Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

    11.3.1    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 14 days after being notified in writing to make that payment;

    11.3.2    the other party commits a material breach of any material term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if that breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

    11.3.3    the other party is unable to pay its debts when they fall due or admits inability to pay its debts, becomes insolvent or files for bankruptcy;

    11.3.4    the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business, or

    11.3.5    there is a change of Control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

11.4    You may terminate this Agreement at any time after 30 days from the date of this Agreement, upon 14 days advance written notice to Us. There is no refund payable in case you choose to terminate early in accordance with this clause 11.4.

11.5    We may terminate this Agreement by written notice with immediate effect if You (or an Affiliate) does anything which We can demonstrate has or will have a serious negative effect on the reputation of the IBAT Alliance or any member of it, its brands, trademark, products, services or any aspect of its work as a charitable organisation.

11.6    Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

11.7    Notwithstanding the above, on termination of this Agreement, You shall immediately pay any Fees which have accrued under this Agreement prior to such termination date and shall not be entitled to any refund, except where the ground for termination is material breach by Us under clause 11.3.2 above or breach of a warranty under clause 9.2.

11.8    Upon termination, the licence granted will also terminate and, within 30 days of such termination or expiry, You shall ensure that you (and shall procure that your Affiliates and Users shall):

    11.8.1    cease all further use of IBAT and the Data, including sub-licensing to Affiliates under clause 3.2.5 provided that You (and your Affiliates) shall not be obliged to delete or destroy any downloaded reports or remove from your reports and assessments any Data incorporated into them in accordance with this Agreement before termination or expiry;

    11.8.2    subject to clause 11.8.1 above and except for one copy of the Data kept for audit, regulatory or legal purposes, ensure that all Data is deleted from your system (and the respective information technology systems of all your Affiliates) and/or destroyed from your (and your Affiliates’) premises. Any electronic data shall be considered deleted, for the purpose of this clause 11.8.2, where it has been put beyond use by the deleting party;

    11.8.3    subject to clause 11.8.1 above, destroy and/or delete all materials containing or based on the Supplier's Confidential Information, except for one copy that may be used for audit, regulatory or legal purposes only;

    11.8.4    stop creating new Derived Data;

    11.8.5    if requested, provide written confirmation to Us of your compliance with clauses 11.8.1, 11.8.2 and 11.8.3.

11.9    You may continue to use any Derived Data which has been created in accordance with the terms of this Agreement before the termination of this Agreement and You shall not be obliged to delete or destroy such Derived Data, provided that such use continues to be subject to the provisions of this Agreement specified in clause 5.2.

11.10   Upon termination, if requested in writing by You, We shall delete and confirm deletion of your Subscriber Data within 30 days of receipt of your written request.

11.11   Any rights, obligations, or required performance of the parties in this Agreement which, by their express terms or nature are intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

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12. Disclaimer of Endorsements

Permission to use the Data in any third party’s scientific analysis, report, publication or online platform, or in any of your (including your Affiliate’s) scientific or non-scientific analysis, report, publication, online platform, product or services, does not and shall not be deemed to constitute endorsement of these by the IBAT Alliance or any members of it. You shall not do anything which might lead a third party to believe that the IBAT Alliance or any members of it do so endorse any such products, services, scientific analysis, report, publication or online platform.

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13. Citation

You shall ensure (and shall procure that your Affiliates shall ensure) that the following citation is always clearly reproduced in any report, material, publication or other record or in any online format which reproduces the Data (but not the Derived Data) in whole or in part:

“Protected Area, Key Biodiversity Area, and Species data reproduced and incorporated under licence from the Integrated Biodiversity Assessment Tool (IBAT) (https://www.ibat-alliance.org/). IBAT is provided by BirdLife International, Conservation International, IUCN and UNEP-WCMC. Contact ibat@ibat-alliance.org for further information.”

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14. Open-Source Attribution

IBAT uses open-source software which requires attributions. For all open-source attributions, please see the Open-Source Attributions page at https://www.ibat-alliance.org/attribution.

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15. Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of England and the parties to it hereby submit to the non-exclusive jurisdiction of the English courts in relation to any dispute arising out of or connected in any way with this Agreement.

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16. Communication

Any communication with respect to these terms and conditions and any issue arising from them shall be in writing in English and sent by email. The address for communication with the IBAT Alliance is ibat@ibat-alliance.org. For any dispute or legal notice, including notice of becoming subject to insolvency or other similar legal proceedings, You shall provide prompt written notice to: FAO Legal and Risk c/o BirdLife International, The David Attenborough Building, Pembroke Street, Cambridge CB2 3QZ, United Kingdom.

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17. Force Majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for more than 3 months, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party. This clause does not excuse either party’s obligation to use reasonable efforts to mitigate the effect of a force majeure event or the Subscriber’s obligation to pay the Fee for the Subscription received in accordance with this Agreement.

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18. Global Sanctions and Export Controls

We do not represent that the Data and IBAT, in whole or in part, is appropriate or available for use in any particular location or for any or all purposes. You shall not provide access to IBAT and the Data where to do so would violate any national or international laws, regulations or treaties. Those who choose to access IBAT and the Data do so on their own initiative and are responsible for compliance with all applicable laws and regulations. You shall not:

  a)  where applicable, export, re-export, or transfer the Data (i) in violation of any applicable export control laws or regulations, sanctions, embargoes, restrictive state lists or measures; or (ii) to any embargoed country; or

  b)  permit access to or use of the Data by an organization or individual identified on any government denied-party list or owned 50% or more or controlled by an organization or individual on a denied-party list.

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19. Assignment

Neither party may assign or transfer this Agreement to another individual or entity without the other party’s prior written consent which shall not be unreasonably withheld or delayed.

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20. Other

20.1    The Supplier’s failure or delay to exercise or enforce any right in this Agreement does not waive the Supplier’s right to enforce that right.

20.2    These TERMS AND CONDITIONS OF SERVICE , specifically sections B. WEBSITE AND THE IBAT PLATFORM, C.PRIVACY POLICY, D.COOKIE POLICY and this section F.SUBSCRIPTION AGREEMENT, constitute the entire agreement between the parties in relation to access and use of the Website, IBAT and the Data and supersedes and extinguishes: (i) all previous agreements, promises, assurances and understandings between the parties; and (ii) any previous, contemporaneous, or future terms in any of the Subscriber’s purchase orders, policies, internet portals or other similar document coming from the Subscriber (or its Affiliates). If there is a conflict or inconsistency between the other sections of the TERMS AND CONDITIONS OF SERVICE and the terms of this Agreement (F. SUBSCRIPTION AGREEMENT), this Agreement takes precedence over the other terms.

Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Nothing in this Agreement excludes liability for deceit or fraudulent misrepresentation.

20.3    Nothing in this Agreement constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of the other party.

20.4    Except as expressly permitted in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20.5    No one other than a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions but this does not affect any right or remedy of a third party that is available aside from that Act.

20.6    If any term of this Agreement is or becomes invalid or unenforceable, the rest of the Agreement will remain in effect, whilst the term shall be replaced with a term consistent with the intended result of the original provision.

G.  Consumer Terms

1.  What we offer you

If you are a consumer, all of our Offerings are available to you free of charge by signing up directly on our Website or by contacting us to request free access.  Paid services are not intended for you.

2.  Our responsibility to you

We honour our legal duty to provide you with Offerings that are as described to you on our Website, that are fit for purpose and of satisfactory quality.

• We only provide our website and Offerings to you for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
• If you have paid for any Offering that is faulty or not as described, you're entitled to a repair or a replacement.  If the fault can't be fixed, or if it hasn't been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back.    
• If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation.

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If you have any issues with your Offering or questions, please contact us at ibat@ibat-alliance.org to discuss.

3.  Other terms are applicable to you

Where a term applies just to businesses or just to consumers, this is clearly stated in these TERMS AND CONDITIONS OF SERVICE.

If you want to know how you can use our Website and the IBAT platform, please read the following sections: A. GENERAL TERMS and B. WEBSITE AND THE IBAT PLATFORM.

If you want to know how we use your personal or user information, please read C. PRIVACY POLICY and D. COOKIE POLICY.

If you want to know how you may use IBAT and our Data, please refer to section A. GENERAL TERMS, How you may use our Offerings and Ownership and attribution.

If you want to know what to do in case of a dispute, please refer to section A. GENERAL TERMS, Which country’s laws apply to any dispute?