Copies of the Reports ordered by the Subscriber are supplied by ICIS pricing (the “Supplier”) subject to the following terms and conditions:-
The Reports are provided by the Supplier to the Subscriber solely for the internal business purposes of the Subscriber.
The Subscriber will treat the information contained in the Reports (the “Information”) as confidential and proprietary to the Supplier. The Subscriber will not use or permit the use of Information for an illegal purpose nor directly or indirectly disclose the Information or re-disseminate or circulate or display the Reports or the Information to third parties (including without limitation its associated or subsidiary companies), except with the prior written consent of the Supplier. The Subscriber will indemnify the Supplier for any and all loss (including without limitation loss of contracts or of profits) incurred by the Supplier as a result of any disclosure to third parties or breach of any terms of this Agreement.
The Subscriber will not modify or make copies of the Reports or any part thereof (which shall include, without limitation, storing the Information contained in the Reports on computer), without the prior written consent of the Supplier. Notwithstanding the foregoing if the Subscriber has accessed the Reports via a computer the Subscriber may download the Reports onto computer hardware devices, provided that such devices are part of a network (within a town or city) owned and under the effective control and supervision of the Subscriber.
The Subscriber shall keep full and accurate logs and records of Information received from the Supplier. The Subscriber shall ensure that such logs and records are available for inspection by the Supplier on request.
The Subscriber acknowledges that all copyright and all other intellectual property rights in the Information and any software and associated materials vest and shall remain vested in the Supplier or its licensor.
The Supplier will provide the Subscriber with authorised passwords for users which are to be kept in confidence by both the Subscriber and the users. The Supplier reserves the right to suspend user passwords if at any time the Supplier considers that there is likely to be a breach of security. It is the responsibility of the Subscriber to ensure that when an authorised user of the password leaves the employ of the Subscriber such password is changed and the Subscriber must inform the Supplier in writing within 7 working days of any such change.
The Supplier shall not be liable for any loss, damage or injury direct or indirect arising from any faults or delays in the delivery of the Reports. The Information is obtained from sources deemed reliable and who are thought to represent a broad spectrum of the market participants including producers, traders and consumers. Because of the possibility of human or mechanical error by sources or others, the Supplier does not guarantee the accuracy, adequacy or completeness of the Information provided and the Supplier shall not be liable for any loss, damage or injury direct or indirect arising from any inaccuracies, errors or omissions in the Information contained in the Reports howsoever such faults, delays, inaccuracies or omissions arise.
Without prejudice to any other rights and remedies the Supplier may have, the Supplier may immediately terminate supply of the Reports (or part thereof) ordered by the Subscriber if the Supplier has reasonable grounds to believe that the Subscriber has breached any of the terms hereto and in such an event the Subscriber shall have no right to reimbursement of any subscription fee paid for the Reports not delivered.
The Supplier reserves the right to make changes to the Reports at its discretion.
The Supplier shall have the right to terminate the Agreement in respect of any one or more of the Reports if at any time it is unable to fulfill orders made for whatever reason, on reimbursement to Subscriber of sums paid for the Reports ordered and not delivered.
All conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the supply of the Reports or the contents of the sequence, accuracy, currency, fitness for purpose, satisfactory quality or completeness of any quotations, market information or other information furnished, or as to results to be obtained from the use of the contents are hereby excluded (to the extent always that the same may be effectively excluded by law).
The Subscriber may through hypertext or other computer links gain access to other sites on the Internet which are not part of the Reed Elsevier web pages. Reed Elsevier and the Supplier assume no responsibility or liability for any material outside of the Reed Elsevier web pages which may be accessed through any such link.
The Subscriber’s liability to pay the subscription fee arises on the date of this Order. No Reports will be provided until the Supplier has received the subscription fee.
Unless otherwise stated, subscription shall be for 12 months from the date hereof. Any subscription after expiry of such term shall be the subject of a further agreement between the Supplier and the Subscriber and the Supplier reserves the right to alter the terms (including charges) of any further agreement. The Subscriber acknowledges that should the Subscriber cancel a subscription prior to the expiry of its subscription period there will be no refund of the subscription fee.
Any opinions or conclusions contained in the Reports are those only of the Supplier. Reliance on all or any of them is at the Subscriber’s sole discretion for which the Supplier can accept no liability.
The Subscriber shall be responsible for all connection charges and obtaining and maintaining suitable terminal(s) and telecommunications equipment necessary for receiving the Information and shall be responsible for obtaining all necessary authorisations, licences and consents for the use thereof. The Supplier shall be under no liability for any loss or damage of interruptions or delays in the transmission which are caused by Subscriber’s equipment.
The Subscriber acknowledges that the Supplier is not obliged to resend the Reports if the Subscriber changes its fax and/or e-mail address and/or telex number and has not informed the Supplier in writing accordingly. The Subscriber acknowledges that Supplier uses communication networks for transmission of the Reports over which the Supplier has no control and that the Supplier assumes no liability for interruption or delays in the transmission of the Reports due to any network breaking down or being unavailable.
ICIS pricing limits its total liability and the liability of any third party supplier of data for the Service (‘licensors’) to the Customer for any direct loss arising out of the use of the Service by the Customer or its Authorised Users other than liability to the Customer for death or personal injury caused by the negligence of ICIS pricing, its employees or agents or that of any of its licensors, to an amount equal to the aggregate amount paid by the Customer to ICIS pricing for the use of the Service during the period of 12 months prior to the date the loss was incurred.
This Agreement shall be governed by English Law and the parties agree to submit to the exclusive jurisdiction of the English courts.