1.1 These terms and conditions apply to the use by an individual, institutional or corporate subscriber (‘Subscriber’) of the data, software tools, information and editorial content (‘Licensed Materials’) contained in the ICIS products and services (‘ICIS Services’) specified in an order form agreed by ICIS and the Subscriber (‘Order Form’). References to ‘this Agreement’ means the Order Form and these terms and conditions. This Agreement will be interpreted in accordance with the laws of England and Wales.
1.2 Delivery of ICIS Services will be by the delivery methods and/or media set out in the Order Form and is conditional on payment by the Subscriber of all amounts set out in the Order Form.
1.3. Provision of ICIS Services will commence on the date specified in the Order Form, subject to execution of this Agreement by both ICIS and Subscriber.
1.4 This Agreement (including the Order Form) contain all the terms agreed between ICIS and the Subscriber relating to the ICIS Service. The Subscriber acknowledges that it has not entered into this Agreement in reliance upon any other statement(s) and/or representations made by or on behalf of ICIS.
2.1 Subscriber will be given access to ICIS Services on a Per User License or an Enterprise License or a Function License (each a ‘License’) as stated on the Order Form and more specifically described in these terms and conditions. All Licenses are personal to the Subscriber named on the Order Form and may not be assigned or transferred. Except where specifically provided otherwise, sections 2.2, 3, 4, 5, 6, 7 and 8 of these terms and conditions apply to all Licenses.
Per User License; this license permits a single individual to access the ICIS Services and to use the Licensed Materials in the course of the Subscriber’s normal business. The Subscriber; (i) shall obtain the prior written consent of ICIS to any additional individual(s) being granted access to the ICIS Services; and (ii) shall promptly notify ICIS of any other changes to the individuals identified in the Order Form.
Enterprise License : This license permits all the employees and/or other workers of the Subscriber Group as comprised at the date of this Agreement to access ICIS Services and to use the Licensed Materials for the Authorised Purpose in the course of the Subscriber Group’s normal business. The addition of Affiliates to the Subscriber Group in relation to any Order Form is subject to the prior written consent of ICIS. References in these terms and conditions to Subscriber includes the Subscriber Group provided that the Subscriber will be liable for acts and omissions of Affiliates as though such acts and/or omissions were the Subscriber’s own, except to the extent that the Affiliate enters into a separate Agreement for the purchase of ICIS Services directly from ICIS.
2.2 In this Agreement;
In this Agreement;
“Affiliate” in respect of a corporate entity means any other corporate entity which directly or indirectly, controls, is controlled by or is under common control with such entity and the term “control” (including the terms “controlled by” and “under common control with”) in relation to an entity means the ownership of 51% or more of the voting securities in that entity;
“Authorised User(s)” means ; (i) Per User Licence - the named individual(s) identified in the Order Form; Enterprise License -all employees and other workers in the Subscriber Group;
“Derived Materials” means materials created by or on behalf of the Subscriber incorporating the Licensed Materials in combination with other information and/or data;
“Contract Year” means each period of twelve (12) months commencing on the Subscription Start Date.
“Subscriber Group” means a corporate subscriber and its Affiliates as at the date of this Agreement;
“Unauthorised” in relation to; (i) a person, means any person other than a Subscriber or any other person within or outside a Subscriber Group who is neither a Subscriber nor an Authorised User but excludes administrative and support staff who provide technical and other support services to a Subscriber or Authorised Users but do not otherwise use the Licensed Materials; and (ii) a use, means any use other than for the Authorised Purpose.
2.3 ICIS will issue passwords to Authorised Users as requested by the Subscriber. Passwords are for the personal use of the individual to whom they are issued and may not be made available to others for the purpose of using ICIS Services. If ICIS suspects that a password is being used by more than one person or by an Unauthorised person it may cancel the password. The Subscriber will inform ICIS promptly if a person to whom ICIS has issued a password ceases to be a Subscriber Group employee. The Subscriber acknowledges that ICIS will track usage of ICIS Services by Authorised Users using passwords and confirms that it has obtained all necessary consents required from such Authorised Users.
3.1 The Subscriber will pay for the ICIS Services the charges set out in the Order Form to this Agreement.
3.2 All payments referred to in this Agreement exclude Value Added Tax, which will be invoiced in addition at the applicable rate.
3.3 Where this Agreement or the ICIS Services commence other than at the beginning of a Contract Year all amounts and calculations referred to in this Agreement will be adjusted pro-rata.
3.4 The Subscriber will pay all undisputed invoices within 28 days.
3.5 ICIS may charge interest at 3% above the Euro LIBOR - 3 months interest rate, calculated on a daily basis in respect of any sum which is due and unpaid, that interest to run from the date on which that sum is due and payable until receipt by ICIS of the full amount, whether before or after judgement.
4.1 All intellectual property rights, including but not limited to copyright and database rights, in ICIS Services and the Licensed Materials are and remain the property of ICIS and its Affiliates.
4.2 Subscriber and Authorised Users acquire no proprietary rights in ICIS Services or the Licensed Materials and except as expressly permitted by these terms and conditions may not use ICIS Service or the Licensed Materials in any way that infringes the intellectual property rights in them. In particular Subscriber and Authorised Users may not; (i) make ICIS Service or any part of the Licensed Materials available to Unauthorised persons to or to any person for an Unauthorised Use; (ii) re-sell the ICIS Service or any part of the Licensed Materials to others; or (iii) obscure or remove any copyright notices that appear on Licensed Materials extracted from the ICIS Service.
4.3 Subscriber and Authorised Users may within the terms of the Enterprise License granted by this Agreement create Derived Materials and use such Derived Materials for the Authorised Purpose provided that; (i) the Subscriber acknowledges ICIS as a data source in relation to all Derived Materials; and (ii) the Subscriber does not use or authorise the use of Derived Materials by an Unauthorised person or for an Unauthorised purpose.
4.4 ICIS agrees to indemnify and hold Subscriber harmless from any action based upon a third party’s claim of infringement asserted against Subscriber in relation to Licensed Materials (a ‘Claim’), provided: (i) Licensed Materials are used in accordance with these terms and conditions; (ii) ICIS is given prompt, written notice of any Claim; (iii) ICIS is given the right to control and direct the defence and/or settlement of each Claim; and (iv) Subscriber reasonably cooperates with ICIS, at ICIS’s expense, in connection with the foregoing and makes no admission or offer of settlement without the prior written consent of ICIS. This indemnity does not extend to any modifications to the Licensed Materials by Subscriber where; (i) the modification is the cause of the Claim; or (ii) Subscriber has used the Licensed Materials in combination with any other data or material not furnished or authorized by ICIS and such combination is the cause of the Claim.
5.1 Each party shall, for the term of this Agreement and for a period of two (2) years after termination, expiration or cancellation of this Agreement, use the same effort as it uses with respect to its own information of a like character, but not less than reasonable efforts, to: (a) maintain in confidence all proprietary and confidential information ("Proprietary Information") that it receives (the “Receiving Party”) from the other party (“Disclosing Party”) during the Term, and under the provisions, of this Agreement and that is clearly marked as confidential, or if initially disclosed orally or by demonstration or observation, is summarized in a writing and designated therein as confidential within a reasonable time after being so disclosed or if not marked as confidential, is known or should be known by the Receiving Party to be of a confidential nature; (b) not disclose such Proprietary Information to any third party (except to Affiliates or subcontractors of the Receiving Party (other than the Disclosing Party) who have a need to know such information exclusively for the purpose of executing its obligations or exercising its rights under this Agreement and who are bound by comparable confidentiality obligations); and (c) not use Proprietary Information received from the other party except as specifically authorized in writing. For avoidance of doubt, any document marked with the words “Confidential”, “Restricted”, “Proprietary”, or “Privileged” shall be treated as Proprietary Information. This obligation of confidence does not apply to information that:
(a) is available, or becomes available, to the general public without fault of the Receiving Party;
(b) was in the possession of the Receiving Party on a non-confidential basis prior to receipt of the same from the Disclosing Party;
(c) is obtained by the Receiving Party without an obligation of confidence from a third party who is rightfully in possession of such information and is under no obligation of confidentiality to the Disclosing Party;
(d) is independently developed by the Receiving Party without benefit of the Proprietary Information; or
(e) the Receiving Party is legally required to disclose to governmental authorities, courts or other regulatory authority as a result of operation of law, regulation or court order.
5.2 To the extent that the Subscriber provides ICIS with personally identifying information relating to Authorised Users ICIS shall comply with all relevant legislation and regulation relating to the retention and use of such information.
6.1. Upon (30) thirty days written notice and no more than once per year, the Subscriber shall if requested by ICIS provide a certificate signed by an officer of the Subscriber confirming that the Subscriber has complied in all material respects with this Agreement and specifically; (i) that the Licensed Materials have not been distributed or transmitted, in any form, to any Unauthorised person; and (ii) that the information provided by the Subscriber to ICIS as required by the Order Form to this Agreement is correct.
6.2. ICIS or another person authorised by ICIS shall have the right, after giving written notice of thirty (30) days, to enter the Subscriber’s premises during normal business hours and inspect the Subscriber’s records relating to the use and distribution of the Licensed Materials and the reports provided to ICIS pursuant to the Order Form. ICIS shall treat as confidential all information relating to the Subscriber’s business that it acquires in the course of such an inspection. ICIS shall not exercise this right of inspection more than once in each calendar year.
6.3. If an audit performed by ICIS under section 5.2 reveals that the Subscriber is in breach of these terms and conditions the Subscriber will reimburse ICIS (i) the reasonable cost incurred by ICIS in performing the audit; (ii) all fees payable in relation to any Unauthorised person revealed by the audit as having access to ICIS Services or the Licensed Materials; (iii) any amounts revealed by the audit to be due and payable pursuant to the Order Form; and (iv) interest at 3% above the Euro LIBOR - 3 months interest rate, calculated on a daily basis on the above amounts from the date they become payable until the date of payment.
6.4. The rights of ICIS under this section shall continue for the term of this Agreement and for 12 months thereafter.
7.1 It is the Subscriber’s responsibility to ensure that it has the equipment necessary to access ICIS Services and receive the Licensed Materials.
7.2 It is the Subscriber’s responsibility to ensure that it has the equipment necessary to access ICIS Services and receive the Licensed Materials.
7.3 The Subscriber shall report to ICIS as required by the Order Form. Information provided by the Subscriber shall be Confidential Information for the purposes of clause 4 of this Agreement.
7.4 The Subscriber agrees to pay ICIS the amount(s) specified in the Order Form provided that ICIS Services are delivered in accordance with the terms and conditions of this Agreement. Subscriber shall pay due and valid invoices 28 days from the date Subscriber receives the invoice. Subscriber shall have the right to withhold payment of amounts that are disputed or questioned in good faith until ICIS has verified, to Subscriber’s reasonable satisfaction, both the amount and the validity of such invoice.
ICIS shall use all reasonable endeavours in accordance with good industry practice to ensure that ICIS Services are available to Subscriber and Authorised Users excluding downtime for regular or emergency maintenance which shall be kept to a minimum.
9.1 The ICIS Service and Licensed Materials are provided by ICIS on an ‘as is’ basis and ICIS excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose.
9.2 ICIS shall not be liable to the Subscriber in relation to the ICIS Services for any indirect losses or for any of the following, whether as direct or indirect losses (i) loss of profit; (ii) loss of revenue; (iii) loss of business; (iv) loss of goodwill; (v) loss of anticipated savings; (vi) loss of, or damage to (including corruption of), data.
9.3 The total aggregate liability of ICIS to any Subscriber in connection with use of the ICIS Service or Licensed Materials (other than for death or personal injury caused by its negligence or that of its agents) shall not exceed the amount paid or payable by Subscriber for the ICIS Service in the period of 12 months prior to the date the liability arose (or, during the first 12 months of the term of this Agreement, a pro-rata amount based on amounts payable to date).
9.4 The liability of ICIS to the Subscriber for interruptions to availability of the ICIS Service caused by circumstances within its control shall not exceed the Fixed Charge (as defined in the Order Form) paid by the Subscriber for access to the ICIS Service in the Contract Year in which the interruption took place. The only obligation of ICIS in respect of interruptions caused by circumstances outside its control shall be to use all reasonable efforts to have the ICIS Service reinstated.
9.5 ICIS shall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.
10.1 This Agreement shall commence on the date it is signed by both parties and subject to clause 10.2 shall continue for twelve (12) months. On expiration of this term this Agreement shall renew automatically unless terminated under this clause 10.
10.2 Either party may terminate this Agreement for convenience by no less than three (3) months written notice to take effect; (i) at the end of the Initial Period; and (ii) after the Initial Period at the end of a Contract Year;
10.3 ICIS may terminate this Agreement on no less than 30 days’ notice if it becomes aware that the Subscriber is using the ICIS Service other than for the Authorised Purpose.
10.4 ICIS may, without notice and without compensation, suspend access to any ICIS Service by the Subscriber and/or one or more Authorised Users if; (i) the Subscriber is in default of its reporting and/or payment obligations under this Agreement; (ii) ICIS has reasonable grounds to suspect the Subscriber or such Authorised User (s) to be in breach of the use restrictions contained in this Agreement; or (iii) ICIS is prohibited from providing the ICIS Service to the Subscriber or any Affiliate by any trade sanction issued by a competent regulatory authority.
10.5 Expiry or termination of this Agreement shall be without prejudice to the accrued rights and obligations of the parties and, in particular, sections 3, 4, 6 and 9 shall survive termination for whatever reason
Notices under clause 10.1 shall be sent to the parties at the addresses below and shall be deemed served on delivery.
Notices to ICIS
Reed Business Information
FAO: Company Secretary
With a copy by email to firstname.lastname@example.org
Notices to Subscriber shall be sent to the contact named on the Order Form.