Terms and Conditions for Purchase of Reports and Databases
Finaccord Limited of The Office Farringdon, 24 Greville Street, London, EC1N 8SS (hereafter, “Finaccord” or “Supplier”) agrees to supply access to its Services (as defined below) on the Terms and Conditions set forth below. By signing the Order Form (as defined below), the contracting party (the “Customer”), the name, contact details and address for services of notice for whom are included on the Order Form, unequivocally accepts the Terms and Conditions set forth herein:
In these Terms and Conditions, the following terms shall have the following meanings:
1.1 Authorised Users One or more current employees of the Customer who are located at one or more Sites identified on the Order Form.
1.2 Fee The fees and conditions of payment (together, the “Fee”) set out in the Order Form. Local applicable sales or state taxes (e.g. VAT in the UK) will be added to the Fee when invoiced.
1.3 Services Finaccord research services including, but not limited to, marketing intelligence reports and databases, and derivatives thereof, published from time to time by Finaccord in electronic format, the contents of which relate to a variety of market sectors and territories which are, subject to these Terms and Conditions, available on the Website or from Finaccord directly, and as more particularly specified on the Order Form.
1.4 Secure Network A private network (whether a stand-alone network or a virtual network within the internet) which is accessible only to Authorised Users with the prior approval of the Customer, and whose conduct is subject to regulation by the Customer.
1.5 Website Finaccord’s website (www.finaccord.com) and other websites as may be advised by Finaccord from time to time.
1.6 Order Form The form, signed and dated on behalf of the Customer, accepting these Terms and Conditions, and which specifies, inter alia, the price, format and level of Services to be provided, and details and locations of Authorised Users. Unless otherwise specified on the Order Form, the Customer is defined as an individual legal entity.
1.7 Contract (or Agreement) The entire agreement as between Finaccord and the Customer as set forth in the Order Form and these Terms and Conditions.
1.8 Site(s) The particular physical location or locations of the Customer as defined on the Order Form.
1.9 Group Company Any group or associated company as defined by part VII of the Companies Act 1985.
2. Licence and Payment
2.1 Subject to these Terms and Conditions, Finaccord hereby grants the Customer the non-exclusive and non-transferable right to give Authorised Users access to the Services via a Secure Network.
2.2 The licence granted above shall commence on the date of signing the Order Form or such date as may be specified on the Order Form, and shall continue in perpetuity.
2.3 The Customer shall pay Fees to Finaccord, first within twenty-eight (28) days of (i) signing the Order Form or (ii) receipt of a correctly prepared invoice from Supplier, whichever is the later.
2.4 Extra material on particular markets may be published which may not form part of the Services purchased. Access to such material may be at extra cost, and will only be released to Customer upon receipt of written instructions from Customer.
3. Permitted uses
The licence granted at Clause 2.1 above permits the Customer and Authorised Users to do only the following acts:-
3.1 The Customer may, subject to Clause 4 below:-
3.1.1 Allow Authorised Users to have access to the Services via the Secure Network; and/or 3.1.2 Display, download or print the information included in the Services for the purpose of internal marketing or testing, or for training Authorised Users, or as agreed to in writing by both parties.
3.2. Authorised Users may, subject to Clause 4 below:-
3.2.1 For internal business purposes only:
220.127.116.11 View, retrieve and display the information comprised in the Services;
18.104.22.168 Electronically save the information included in the Services only to the extent and for the time period necessary to use it for the purpose for which it was acquired;
22.214.171.124 Print off one-off selections of the information comprised in the Services with the source clearly identified;
126.96.36.199 Distribute one-off selections of the information comprised in the Services in printed or electronic format to other Authorised Users (such Authorised Users to be physically located only within the Site), with the source clearly identified;
188.8.131.52 Précis, summarise and analyse the information comprised in the Services and distribute internally within the Customer only to employees of the Customer located only within the Site(s), and save indefinitely, providing where possible that any such précis, summary or analysis of the information is clearly identified as having been derived from, but is not a faithful reproduction of, Finaccord information;
184.108.40.206 Distribute one-off selections of the information comprised in the Services in printed format to current employees of the Customer (but not to employees of Group Companies which are not Customers in their own right), with the source clearly identified.
3.2.2 For external business purposes: Distil, précis, digest and analyse the information included in the Services solely for the purposes of endeavouring to secure new business (a “Pitch”) PROVIDED THAT, as a maximum, ONLY the lesser of two point five per cent (2.5%) of any single Finaccord report forming part of the Services, and twenty-five percent (25%) of a section within any single Finaccord report, (such percentages to exclude indexes and contents pages) is included by way of a direct extract AND PROVIDED THAT the source is clearly acknowledged. For those Services which are provided in a PowerPoint format, only a maximum of two (2) pages (or their contents) may be used in a Pitch.
3.3 The Customer and Authorised Users must at all times when accessing the Services abide by Finaccord’s Conditions of Use of the Services as appearing on the Website from time to time, the terms of the Conditions of Use to be consistent with (and not more widely drawn than) this Contract.
4. Prohibited uses
4.1 For the avoidance of any doubt, the licence granted at Clause 2.1 above does not allow the Customer or any Authorised Users to:-
4.1.1 Remove or alter Finaccord’s Conditions of Use of the Services or the copyright notices or other means of identification or disclaimers as they appear on the Services, on the Website or on any hard copies thereof except as otherwise permitted in this Agreement;
4.1.2 Systematically make copies, electronic or otherwise, of multiple extracts of the information included in the Services for any purpose;
4.1.3 Provide, by electronic means or otherwise, to a user (including to users within other Group Companies of the Customer which are not themselves Customers) who is not an Authorised User, any part of the information included in the Services except as set out in Clauses 220.127.116.11, 18.104.22.168 and 3.2.2 above;
4.1.4 Mount or distribute any part of the information included in the Services on any electronic network or otherwise, including without limitation the internet and the world wide web or otherwise publish, broadcast or display any such information in public, except as otherwise stated in this Agreement.
4.2 Finaccord’s explicit prior written permission must be obtained in order to:- 4.2.1 Distribute the information included in the Services to anyone other than Authorised Users;
4.2.2 Publish, distribute or make available the information included in the Services, works based on the information included in the Services or works which combine such information with any other material, other than as expressly permitted in these Terms and Conditions;
4.2.3 Alter, abridge, adapt or modify the information included in the Services, except to the extent necessary to make it perceptible on a computer screen or as otherwise permitted in these Terms and Conditions to Authorised Users. For the avoidance of doubt, no alteration of the words or their order is permitted, except as permitted under Clauses 22.214.171.124 and 3.2.2.
4.3 The creation and / or operation by the Customer (or assisting in any way in the creation and / or operation) of services competitive or potentially competitive, to those supplied by Finaccord under this Licence is prohibited.
5. Undertakings and Warranties
5.1 Finaccord shall indemnify and hold the Customer harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any third party legal action taken against the Customer claiming actual or alleged infringement of copyright or other proprietary or other intellectual property rights. This indemnity shall not apply if the Customer has amended the information comprised in the Services in a manner inconsistent with the original information or if the Customer has materially breached these Terms and Conditions.
5.2 Subject to the format of the Services to be provided by Finaccord as stipulated on the Order Form, Finaccord shall make the Services available to the Customer and to Authorised Users in PDF and / or Excel format.
5.3 Customer hereby acknowledges that Finaccord’s future publishing schedules are subject to modification from time to time, in common with standard industry practice.
5.4.1 The Customer agrees that the Services are provided “as is”; Finaccord makes no representation or warranty with respect to the accuracy, completeness, or currentness of the information included in the services; and Finaccord specifically disclaims any other warranty, express or implied or statutory, including any warranty of merchantability or fitness for a particular purpose. Finaccord shall not be liable on account of any such errors, omissions, delays, or losses. The Customer agrees that in no event will Finaccord be liable for the results of the Customer’s use of the Services, the Customer’s inability or failure to conduct its business, or for indirect, special, consequential, or exemplary damages (even if advised of the possibility of such damages) arising from the use of or inability to use the Services or any other provision of this Agreement, such as, but not limited to, loss of revenue, anticipated profits or business, or the cost of procuring substitute services. In the event any law regarding exclusion or limitation of warranties or damages may limit the applicability of the above limitations, the total aggregate liability of Finaccord for any claims, losses or damages shall not exceed the Fees payable by the Customer.
5.4.2 The Customer shall notify Finaccord in writing immediately and exclusively at any time the Customer believes it may have discovered a potential or actual error(s) in any of the information included in the Services. Upon receipt of any such written notice from the Customer, Finaccord will use all reasonable efforts to (i) investigate any such potential or actual error(s), and (ii) if necessary, rectify and correct any such error(s) so discovered.
5.5 The Customer hereby acknowledges Finaccord’s ownership of any intellectual property rights (including all patents, trademarks, copyrights, database rights, confidential information, licences whether implied or express, trade secrets and knowhow) that are utilised by Finaccord in connection with the provision of the Services (the “Intellectual Property Rights”). In order to safeguard such Intellectual Property Rights, the Customer shall:-
5.5.1 Ensure that all Authorised Users are appropriately notified of the importance of respecting the Intellectual Property Rights and Conditions of Use of the Services;
5.5.2 Ensure that Authorised Users are made aware of and agree to abide by these Terms and Conditions and Finaccord’s Conditions of Use of the Services as appear on the Website from time to time;
5.5.3 To the extent practicable, monitor compliance with these Terms and Conditions and Finaccord’s Conditions of Use of the Services, and immediately on becoming aware of any unauthorised use of the Services or other breach of the terms of these Terms and Conditions, inform Finaccord in writing and take all appropriate steps to ensure that such activity ceases and to prevent any recurrence;
5.5.4 Generally, to ensure that only Authorised Users are permitted access to the Services;
5.6 Each party shall safeguard the intellectual property (including the Intellectual Property Rights), Confidential Information and proprietary rights of the other party. In particular, each party acknowledges that, other than Finaccord’s Conditions of Use of the Services, these Terms and Conditions, including the information on the Order Form including price, are hereby deemed to be Confidential Information.
5.7 Finaccord reserves the right to include Customer’s name as a Customer in its sales and marketing literature, but shall not use such fact to imply that Customer in any way endorses the Services in particular or Finaccord in general.
6.1 The Contract and the rights granted under these Terms and Conditions may not be assigned by either party to any other person or organisation without the prior written consent of the other party, which consent shall not unreasonably be withheld. For the avoidance of doubt, the Customer shall have no right to sub-licence any of its rights granted hereunder. If rights in all or any part of the Services are assigned to another publisher / Supplier, Finaccord shall obtain written undertakings to ensure that the terms and conditions of these Terms and Conditions are maintained.
6.2 Variations to these Terms and Conditions are only valid and binding if they are recorded in writing and signed by both parties, except that it is agreed that the terms of this Agreement shall in all cases take precedence and override those contained in any purchase order(s) relating to this Agreement, whether issued by Customer prior to, contemporaneously or subsequent to the signing of the Order Form, even where the purchase order is signed by Supplier.
6.3 Any notices to be served on either of the parties by the other shall unless otherwise specified herein be sent by prepaid recorded delivery or registered post to Finaccord’s address as set out in these Terms and Conditions and that identified on the Order Form in the case of the Customer, or to such other address as notified by either party to the other as its address for the service of notices, and all such notices sent by email or facsimile shall be deemed received upon proof of confirmation of receipt, and if mailed shall be deemed to have been received within two (2) days of posting.
6.4 Neither party shall be liable in any way for failure or delay in performing its obligations under these Terms and Conditions if the failure or delay is due to causes outside the reasonable control of the party in default.
6.5 The failure of any party to enforce any provision on any one occasion shall not affect its right to enforce another provision or the same provision on another occasion.
6.6 The Customer`s only remedy in respect of a breach of the terms of this Agreement is in damages.
6.7 In the event that any provision of the Contract is held to be invalid, the remainder of the provisions shall continue in full force and effect. The Contract shall be governed by and construed according to the laws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts.