These terms and conditions (the "Licence Terms"), the Website Terms and the Order Form (as defined below) together (the "Licence Agreement") governs the licence granted by ALF Insight Limited a company incorporated in England with Company Registration Number 08297172, whose registered office is at c/o Media Business Insight Limited, Zetland House, 5-25 Scrutton Street, London, EC2A 4HJ, and referred to herein as "ALF Insight" to the Licensee for use of the Product (as defined below).
2. DEFINITIONS AND INTERPRETATION
2.1. In the Licence Agreement, the following words shall have the following meanings:
"Affiliate" means any entity controlling, controlled by or under common control with Licensee or ALF Insight;
"Charges" means the charges specified in the Order Form payable by the Licensee for use of and access to the Product;
"Confidential Information" means all non-public information in any form, furnished or made available in connection with the Licence Agreement by or on behalf of one party ("Disclosing Party") to the other ("Receiving Party") which is marked confidential or restricted, or would be understood by a reasonable person in the Receiving Party"s position to be confidential;
"Content" means all intellectual property rights in the Product;
"Entity" means the legal entity of the Licensee excluding Licensee"s Affiliates at the time of signature of the Licence Agreement;
"Equipment" means the machines at the Licensee Premises specified in the Order Form on which the Installed Product may be installed and used;
"Force Majeure" means any cause preventing a party from performing any or all of its obligations under the Licence Agreement which arises from or is attributable to strikes, lock-outs or other industrial disputes, nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, malicious damage (excluding malicious damage involving the employees of the affected party or its sub-contractors), compliance with any law or governmental order, rule, regulation or direction, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors and, where they are beyond the reasonable control of the party so prevented, any other acts, events, omissions or accidents;
"ID" means the username and password assigned to each User by the Licensee to use and access the Product;
"Installed Product" means the software and database products set out in the Order Form including the Content and any Modification supplied by Brad Insight to the Licensee and installed on the Equipment;
"Installed Product Licence" means a licence granted to the User(s) to use the Installed Product during the Term and any Renewal Term in accordance with the terms of the Licence Agreement;
"Licensee" means the organisation, firm or company who accepts the Licence Agreement by signing the Order Form;
"Licensee Premises" means the location from which the Licensee is permitted to access the Installed Product as further detailed in the Order Form;
"Modification" means any change, amendment, upgrade, new version and/or new release of the Product;
"Order Form" means the authorised document, in the form of either an Order Form or Proposal, within which the Licence Agreement is included;
"Product" means either the Installed Product or the Website Product;
"Product Licence" means the Installed Product Licence and/or the Website Product Licence;
"User" means each employee of the Licensee nominated on the Order Form (or subsequently added to the list of nominated individuals) to be provided with an ID and access to the Product;
"Website" means the website operated by ALF Insight including the Website Product;
"Website Product" means the software and database products set out in the Order Form including the Content and any Modification supplied by ALF Insight to the Licensee and provided through the Website;
"Website Product Licence" means a licence granted to the User(s) to use the Website Product on the Website during the Term and any Renewal Term in accordance with the terms of the Licence Agreement; and
"Website Terms" means the website terms governing use of the Website as published on the Website (and as may be varied from time to time by ALF Insight upon posting on the Website).
3. PRODUCT LICENCE AND TERM
3.1. Any Installed Product Licence granted to the Licensee to access the Installed Product shall be a non-exclusive, non-transferable limited licence for the number of User(s) to access the Installed Product on the Equipment specified in the Order Form during the Term in accordance with the provisions of the Licence Agreement within the Licensee Entity and at the Licensee Premises.
3.2. ALF Insight may offer a discount for additional purchases of Installed Product Licences under the Agreement ("Site Licence") as further detailed in the Order Form.
3.3. Any Website Product Licence granted to the Licensee to access the Website Product shall be a non-exclusive, non-transferable limited licence for the number of User(s) to access the Website Product during the Term in accordance with the provisions of the Licence Agreement within the Licensee Entity.
3.4. The Licence Agreement shall (subject to suspension and/or early termination in accordance with the Licence Agreement) continue for a period of one year or as specified in the Order Form (the "Term").
4. THE PRODUCT AND THE CONTENT
4.1. ALF Insight shall provide initial training and telephone advice and guidance on operational issues of the Product for the Users specified in the Order Form only.
4.2. ALF Insight will inform Licensee of any Modifications and where appropriate will offer such Modifications to the Licensee upon terms that are generally available to all customers of ALF Insight.
5. USER ID AND USE OF THE PRODUCT
5.1. A Product Licence and ID is required for each User to access the Product. ALF Insight shall assign IDs to the Users. ALF Insight may need to change the ID from time to time in which circumstances it will notify Users of the new ID.
5.2. The ID is strictly and only to be used by the User to which it is assigned and shall not be used by any other individuals (including others within the Entity). Failure to comply with this requirement shall constitute a breach of the Licence Agreement and entitle ALF Insight to suspend or terminate access to the Website and the Product. The Licensee is responsible for all access to and use of the Product by the Users, including misuse by a third party resulting from the Licensees breach of the Licence Agreement. The Licensee shall take all reasonable steps to protect the confidentiality of the ID and to notify ALF Insight as soon as reasonably practical if there has been any breach of security or unauthorised use of the ID.
5.3. For any Installed Product Licence the Licensee will notify ALF Insight in writing in the event it wishes to change the location of the Equipment at the Licensee Premises. ALF Insight will inform the Licensee if any additional Charges apply to such relocation.
5.4. The Licensee shall not copy, adapt, reverse engineer, decompile, disassemble or modify the software in the Product in whole or in part save as permitted by statute. The Product software may only be used in object code form.
6. ALF INSIGHT OBLIGATIONS
6.1. ALF Insight will:
6.1.1. make commercially reasonable efforts to block Content on the Product that contains viruses by using industry standard virus detection software;
6.1.2. use reasonable skill and care at all times in generating and publishing the Content; and
6.1.3. provide each User with access to the Product.
7. LICENSEE OBLIGATIONS
7.1. The Licensee hereby undertakes to procure that all use of the Website by its User(s) will be made in accordance with the Licence Agreement.
7.2. The Licensee shall pay the Charges to ALF Insight.
7.3. ALF Insight will invoice the Licensee annually (unless otherwise agreed) in advance in respect of the Charges which shall be exclusive of VAT.
7.4. Subject to Credit Check Approval all invoices are due and payable within 30 days of receipt by the Licensee, unless otherwise agreed. In the event payment of undisputed charges is not made within 30 days of the date of invoice, ALF Insight reserves the right to charge interest on such overdue amounts at an annual rate of 3% above the annual base rate of the Bank of England from time to time.
7.5. ALF Insight"s rights relating to late payment charges shall be in addition to any other right that ALF Insight may have in the event that the Licensee fails to make payment including (i) the right to withhold or suspend User access to the Product; and (ii) terminate the Licence Agreement by serving notice on the Licensee.
8. USE OF THE CONTENT
8.1 The Licensee acknowledges and agrees that ALF Insight or its licensors own all intellectual property rights (including without limitation copyright and database rights) in the Product and no rights whatsoever to the Product are assigned to the Licensee or its User(s) under the Licence Agreement.
8.2 Without prejudice to clause 8.7, Users may in good faith and to the extent that the use of the Product is reasonable:
8.2.1 download and display any page from the Product on a computer screen; and
8.2.2 download and store Content on the hard disk of the User"s computer including using it as part of any internal library, news, information, archive or similar internal service.
8.3 The Licensee shall not (and shall ensure that its User(s) shall not) re-sell, distribute, reproduce, modify, store, transfer or in any other way use the Product, other than as set out in clause 8.2, or as expressly authorised by Brad Insight in advance in writing, and in particular shall not:
8.3.1 upload Content into any shared system that is not part of the Product;
8.3.2 print page(s) of Content with the intention of reproducing the Content in its entirety and representing it as Licensee owned information for commercial gain;
8.3.3 create a database of any of the Content;
8.3.4 effect or permit "spidering" of the Website, i.e. collation of an automated stream of Content; and
8.3.5 include any Content in an internet or intranet website or other electronic presence.
8.4 The Licensee shall notify ALF Insight as soon as reasonably practical in writing of any misuse of any Content of which it becomes aware.
8.5 Where any unauthorised use of the Product by any User(s) is discovered, without prejudice to any other rights or remedies which may be available, ALF Insight shall be entitled to suspend (in such manner and for such time as it chooses in its absolute discretion) use of the Product by all or any User(s) immediately without any refund of the Charges (or any part thereof) paid and require the Licensee to return or destroy any copies of the Product made.
8.6 The Licensee shall permit ALF Insight to take such steps as it reasonably considers appropriate to monitor the level of usage of the Product and compliance by the Licensee and its User(s) with the provisions of the Licence Agreement and shall co-operate fully with ALF Insight in relation to all such monitoring.
8.7 Without prejudice to any other rights or remedies which may be available, ALF Insight shall be entitled to suspend access to the Product in the event that ALF Insight has reasonable grounds for believing that (i) an excessive number of people are accessing (or have accessed) the Content and/or (ii) the Content is being accessed (or has been accessed) too frequently, in each case where such access has occurred via the Licensee's authorised terms of access.
9. LIMITATION OF LIABILITY AND DISCLAIMER
9.1 The Licensee acknowledges that because of the number of sources from which ALF Insight obtains Content and the nature of electronic distribution via the World Wide Web:
9.1.1 ALF Insight does not give any warranties in respect of the Content of the Product which is provided on an "as is" basis without guarantee of accuracy or completeness;
9.1.2 ALF Insight does not guarantee the availability of timeliness of the Website or any Content; and
9.1.3 any implied warranties or conditions of satisfactory quality, merchantability and fitness for a particular purpose are excluded to the fullest extent permitted by law.
9.2 ALF Insight does not warrant, endorse, guarantee or assume responsibility for any product or service (i) advertised by a third party on the Website; or (ii) offered by a third party through any site hyperlinked to the Website or make any representations about their content or availability. Any use or resultant transaction is made entirely at the Licensee"s own risk and ALF Insight accepts no liability for any losses resulting from such action. ALF Insight gives no warranty that links to third party sites on the Website shall be marked as such.
9.3 The Licensee agrees that the Content is only made available for general information and is not intended to address particular requirements or interests of the Licensee and the Licensee acknowledges that the Charges are priced accordingly. In particular, the Content does not constitute any form of advice, recommendation or arrangement by ALF Insight and shall not be relied upon by the Licensee or User(s) in making (or refraining from making) any specific investment or other business or personal decisions; professional advice should be obtained before making any such decision.
9.4 Nothing in this Licence Agreement shall limit ALF Insight's liability for fraud or for death or personal injury resulting from ALF Insight's negligence.
9.5 Subject to clause 9.4, ALF Insight's aggregate liability in respect of any loss or damage suffered by the Licensee during any year (where a "year" commences on the first day of the Initial Term or any anniversary thereof) and arising out of or in connection with this Licence Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the Charges paid by the Licensee in respect of such year.
9.6 Subject to clause 9.4, ALF Insight shall not be liable in contract, tort (including negligence), breach of statutory duty or otherwise for:
9.6.1 any loss arising from or in connection with loss of revenues, profits, data, contracts or business or failure to realise anticipated savings;
9.6.2 any loss of goodwill or reputation;
9.6.3 any indirect or consequential losses;
9.6.4 any loss arising from failure by the User to use the Content in accordance with the Licence Agreement; or
9.6.5 any loss arising as a result of any third party bringing a claim in respect of any of the above types of loss.
10.1 The Licensee hereby agrees to indemnify and hold ALF Insight, its employees, agents, officers, directors and other representatives harmless from and against all liabilities, damages, claims, actions, costs and expenses (including legal fees) which ALF Insight may suffer or incur in connection with or arising from any breach of the Licence Agreement by the Licensee or otherwise caused by the Licensee's negligent act or omission in relation to its receipt of the Product.
11. TERM AND TERMINATION
11.1 ALF Insight may terminate this Licence Agreement (or, at its option, suspend user access to the Product) immediately if:
11.1.1 the Licensee is in breach of any of its terms; or
11.1.2 the Licensee ceases or threatens to cease to carry on business, is unable to meet its debts as they fall due, has an order made or a resolution passed for its winding-up, has an administrator, receiver or manager appointed, makes any arrangement or composition with its creditors, or makes an application for the protection of its creditors in any way.
11.2 Termination for whatever reason shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination and the Licensee shall remain responsible for Charges due and owing to ALF Insight under the Licence Agreement.
12. CONSEQUENCES OF TERMINATION
12.1 Immediately following the expiry or termination of the Licence Agreement, the Licensee will (i) procure that all Users cease using the Product and the IDs; and (ii) ensure that all copies of the Product are immediately removed from the Equipment within 10 days of the expiry of the relevant Order Form and certify to ALF Insight compliance with this requirement upon request by ALF Insight. Upon termination, ALF Insight shall also be entitled to suspend all access to the Product.
12.2 ALF Insight shall be entitled to enter the Licensee Premises at which the Equipment (or such other equipment that has replaced the Equipment is stored) to de-install the Product.
13.1 Save as expressly permitted hereunder, each party will keep confidential the terms of the Licence Agreement as well as any other Confidential Information disclosed to it by the Disclosing Party provided this shall not apply to information which:
13.1.1 is or becomes public knowledge other than by breach of the Licence Agreement;
13.1.2 is in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party;
13.1.3 is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
13.1.4 is independently developed by the Receiving Party without access to the Confidential Information; or
13.1.5 is required to be disclosed by operation of law, government regulation, or order of a Court of competent jurisdiction, providing the Receiving Party first gives written notice of such required disclosure to the Disclosing Party.
13.2 The obligations with respect to confidentiality pursuant to this clause 13 shall survive termination of the Licence Agreement and continue for as long as such information remains confidential.
14.1 The Licensee warrants that it shall:
14.1.1 comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
14.1.2 comply with such of ALF Insight's anti-bribery and anti-corruption policies as are notified to it from time to time; and
14.1.3 promptly report to ALF Insight any request or demand for any undue financial or other advantage of any kind received by or on behalf of the Licensee in connection with the performance of the Licence Agreement.
14.2 Breach of this Clause 14 shall be deemed a material breach of the Licence Agreement.
15.1 You acknowledge and agree that we shall be permitted to publicly announce the existence of our relationship with you pursuant to this Licence Agreement (but not the terms thereof), unless you notify us in writing that you do not agree to the same.
15.2 The Licence Agreement shall be governed by, and construed in accordance with, the laws of England and Wales and the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with the Licence Agreement.
15.3 The Licence Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter and supersedes any previous agreement in relation to such subject matter. Each of the parties agrees that in entering into the Licence Agreement, it has not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in the Licence Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this clause shall limit or exclude any liability for fraud.
15.4 Neither party will be held in breach of the Licence Agreement in the event of any delay or failure to perform its obligations by reason and to the extent and duration of any Force Majeure event.
15.5 Notices served under the Licence Agreement shall be valid only if made in writing and sent to the receiving party"s address notified on the Order Form or as subsequently amended by agreement in writing.
15.7 The Licensee may not assign, sub-license or otherwise transfer any of its rights or obligations under the Licence Agreement without the prior written agreement of ALF Insight which shall not be unreasonably withheld or delayed.
15.8 In the event that any provision of the Licence Agreement is held to be invalid or unenforceable, the remaining provisions of the Licence Agreement shall remain in full force and effect.
15.9 No person who is not a party to the Licence Agreement, including but not limited to the User(s), shall have any rights under or in connection with the Licence Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999 and the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Licence Agreement shall not be subject to the consent of any third party.