Service Terms and Conditions for IDS online only services and combined print/online services v.4 (02.12.09)
1. Definitions, Parties and Background
1.1 Definitions In these Terms, the following words and phrases have the following meaning:
''Agreement'' means, see clause 1.3.
''Authorised User'' means a member of Customer's personnel to whom Supplier has provided a Password in accordance with the provision of clause 9.
''Commencement Date'' means the date (or description of the date) as specified on the Order Form.
''Customer'' means, see clause 1.2
''Online Element'' means the Online Service part of a Print/Online Service.
''Online Service'' means the relevant service delivered in an online and/ or email format.
''Order Form'' means the current order form for the provision of the Service.
''Password'' means, see clause 9.3.
''Print Element'' means the print product(s) provided as part of a Print/Online Service.
''Print/Online Service'' means a product bundle which delivers the Service in both print and online/email format.
''Price'' means, see clause 6.
''Premium Licence Holder'' means a Customer who has selected the IDS Pay Online Premium Service on the Order Form.
''Service'' means the specific service/option to which the Customer subscribes which is specified in the Order Form.
''Special Conditions'' means any specifically agreed (in writing between the parties) variations and/or augmentations to the Agreement.
''Subscription Period'' means the period specified on the Order Form as the ''Subscription Period''.
''Supplier'' means, see clause 1.2
''Terms'' means the terms and conditions set out in this document.
''Terms of Trading'' means Supplier's standard terms of business available on request or from www.sweetandmaxwell..co.uk
''Trial Period'' means the period in which Customer may trial an Online Service/Online Element.
''User Details'' means, in respect of a proposed user of the Online Service/Online Element, their full name, job title and email address.
1.2 This Agreement is between Incomes Data Services Limited (Registered No. 913794) whose registered office is 100 Avenue Road, London NW3 3PF) (''Supplier) and the Customer who is identified in the Order Form (or registration form in the case of a trial).
1.3 These Terms cover both Online Services and Print/Online Services. The provision of the Service to Customer is subject to these Terms, Special Conditions (if any) and our Terms of Trading (together the ''Agreement''). In the event of any conflict or ambiguity between these Terms and the Terms of Trading, these Terms shall prevail and the Special Conditions shall prevail over both, but in all cases only to the extent of the conflict or ambiguity.
2.1 Save for the provisions in respect of payment and the Subscription Period, this Agreement shall apply to Customer during any Trial Period. 2.2 The Trial Period will be notified to Customer. Access may be terminated at the end of the Trial Period where Customer does not take up a subscription to the Online Service or Print/Online Service immediately thereafter.
3. Licence to Online Service/Online Element
3.1 Supplier hereby grants to the Customer a non-exclusive non-transferable licence for the number of Authorised Users specified in the Order Form to access and use the Online Service/Online Element (at the site or site(s) specified in the Order Form where an academic site licence is being taken) subject to the terms of this Agreement. 3.2 All rights granted to and restrictions imposed on Customer regarding to access and use of the Online Service/Online Element shall be exercisable or observed (as the case may be) by the Authorised Users and it shall be the responsibility of Customer to ensure that Authorised Users act in accordance with such requirements. 3.3 For the avoidance of doubt, Supplier shall only be obliged to supply, subject to the terms of this Agreement, the Online Service/Online Element to Customer for the Subscription Period only. Accordingly Customer acknowledges that Supplier is not obliged to supply Online Service/Online Element to Customer at any time after the end of the Subscription Period.
4. Amendments to the Online Service/Online Element
Supplier may from time to time at its own discretion:
(a) add, amend and/or remove particular programs, information, data, functionality in the Service; and/or
(b) merge the Service with other of Supplier's services (whether online, print or otherwise) in whole or in part; and/or
(c) change the name of the Service
PROVIDED that in all the above cases, any such change will not substantially diminish the quality or scope of the Service.
5. Subscription Period, access and delivery
5.1 Subscription Period The subscription for the Service will start on the Commencement Date and shall continue for the Subscription Period. 5.2 Access to Online Service/Online Element Access to the Online Service/Online Element will be given as soon as reasonably practical after provision of the User Details to Supplier as required under clause 9 below. Customer's attention is drawn to the provisions of clause 9.2 regarding failure to provide complete and/or accurate User Details. 5.3 Delivery of Print products The print products in the Print Element will normally be despatched within 6 working days of availability. 5.4 Termination Customer may terminate the Agreement (unless permitted otherwise by law or with prior written agreement of Supplier) at any time in writing to Supplier but such termination shall not be effective until the end of the current Subscription Period. Refunds in respect of the current Subscription Period will only be given in exceptional circumstances and entirely at the discretion of Supplier.
6. Price and Payment
The price for the Service is specified in the Order Form (''Price'') and is payable annually in advance, the first payment being due on the Commencement Date.
7. Permitted Acts
Online Service/Online Element
Permitted Acts 7.1 In this clause 7: ''Data'' means any information available on or via the Online Service/Online Element (including PDF Documents);
''Excerpt'' means insubstantial parts of the Data;
''Extract'' means substantial parts of, but not the majority of, the Data;
''PDF Document'' means any Data presented in a PDF (or similar image format);
''Work Product'' means Customer's own documents, memoranda, advices, briefs, reports, presentations, publications (including for sale) and other materials whether in print or in electronic form created by Customer in the regular course of Customer's principal business;
''Retention Database'' means a database or other storage in either paper or electronic form which is not readily accessible searchable or useable by its users and which is retained only for the purpose of proof at a later date (e.g. for purposes of litigation against Customer) that certain material was reviewed as part of a particular matter.
7.2 The provisions of clauses 7.3 to 7.5 (inclusive) apply to all Customers except Premium Licence Holders; clauses 7.6 to 7.9 (inclusive) applies to Premium Licence Holders ONLY in place of clauses 7.3 to 7.5 (inclusive) and clauses 7.10 - 7.12 (inclusive) shall apply to all Customers.
7.3 Subject to clause 7.2, Authorised Users may for the Subscription Period:
(a) view the Data (or parts thereof) on screen;
(b) (subject to clause 7.4) print and/or copy (whether in print or electronic form) an Excerpt for internal circulation within the Customer's organisation in the regular course of Customer's business;
(c) reproduce an Excerpt in Work Product and supply the same as part of the regular course of Customer's business;
7.4 For the avoidance of doubt, PDF Documents shall only be for the use of Authorised Users and no one else.
7.5 Customer may store (whether in print or electronic form or both) Excerpts (whether as incorporated in any Work Product or on their own) provided such stored material shall not be stored or used in any form of database whether current or archival the main purpose of which is for the storing and/or providing access to know-how.
Premium Licence Holders ONLY: Permitted Acts 7.6 Subject to clauses 7.2, 7.8 and 7.9, Authorised Users of a Premium Licence Holder may for the Subscription Period:
(a) view the Data (or parts thereof) on screen;
(b) store the Data within Customer's own databases for the purposes of Authorised Users only interrogating it and/or combining it with other data belonging to Customer;
(c) print and/or copy (whether in print or electronic form) an Extract for internal circulation within the Customer's organisation in the regular course of Customer's business; and
(d) reproduce an Extract in Work Product and supply the same as part of the regular course of Customer's business.
7.7 For the avoidance of doubt, Customer may not:
(a) distribute all or the majority of the Data to either any third party or to anyone within Customer's organisation; or
(b) reproduce all or the majority of the Data in Work Product or any other form for either external or internal use.
Termination of this Agreement 7.8 Subject to clause 7.9 below, within 4 weeks of the date of expiry or termination of this Agreement, which ever is the earlier Customer must delete and/or procure the deletion of all copies of the Data made pursuant to clauses 7.6(b) and 7.6(c) or at all and confirm in writing to Supplier that this has been done.
7.9 The provisions of clause 7.8 shall not apply to:
(a) copies of Data or any part thereof stored in Retention Databases; and
(b) Extracts incorporated in Work Product prior to termination of this Agreement provided that such material shall not be stored or used in any form of database whether current or archival the main purpose of which is for the storing and/or providing access to know-how.
Limitations 7.10 Except as expressly permitted by this Agreement (or as permitted otherwise by law or with prior written agreement of Supplier), Customer may not in respect of the Data or Extracts (or any part thereof) (''Material''):
(a) copy, download, store, publish, transmit, transfer, sell or otherwise use the Material in any form or by any means;
(b) re-use, assume, decompile, reverse engineer, disassemble, attempt to discern the source code or interfere in any way with the Material;
(c) modify or make any alterations, additions or amendments to the Material;
(d) combine the whole or any part of the Material with any other software, data or material;
(e) create derivative works from the whole or any part of the Material; or
(f) sell, licence or distribute the Material to third parties or use the Material as a component of or as a basis for any material offered for sale, licence or distribution.
7.11 Customer shall use its reasonable endeavours to keep any Data stored (as permitted under this Agreement) secure and to prevent any third party duplicating or otherwise reproducing the same in whole or in part.
7.12 Customer shall not delete, erase, remove, deface or cover up any copyright or other proprietary notice, disclaimer or other of Supplier's statement(s) used in connection with any Data, nor shall Customer authorise another person to do so.
The Customer acknowledges that the copyright, trademarks, and all other intellectual property rights subsisting in or used in connection with the Service are the property of, Thomson Reuters Global Resources, Supplier or its licensors as the case may be, apart from existing Customer copyrights and trademarks.
9. User name and password
9.1 Customer shall supply, in respect of each Authorised User, their User Details on the Order Form or as otherwise requested by Supplier.
9.2 Where incomplete and/or inaccurate User Details are provided by Customer with the Order Form or by some other agreed means or by a date otherwise agreed by Supplier in writing, Supplier shall not be liable for any delay or failure to set up access to the Online Service/Online Element for any or all of the Authorised Users. Further the Subscription Period shall begin on the Commencement Date and Customer shall not be entitled to any reduction in the Price or an extension of the Subscription Period as a result of any delayed or limited access to the Online Service/Online Element. 9.3 Supplier shall allocate a user name and password (or such other identifiers as it thinks fit) (''Password'') to each of the Authorised Users so each Authorised User may access and use the Service. A Password is issued for use by the Authorised User only and must not be shared with other Authorised Users or others whether in the Customer's organisation or otherwise. 9.4 Customer is responsible for:- 9.4.1 maintaining the security of such Passwords; and
9.4.2 notifying Supplier of:-
(a) any Authorised Users from whom access to the Online Service/Online Element should be withdrawn;
(b) any change in the User Details; or
(c) any substitution of Authorised Users.
9.5 Supplier shall not be liable to Customer for any wrongful access to the Online Service/Online Element by an Authorised User (or other person) or any Authorised User's (or proposed Authorised User's) inability to access the Online Service/Online Element.
10. Warranty & Liability
Warranties 10.1.1 The Service is provided, subject to clause 8 only, "AS IS" without warranty of any kind, express or implied, including but not limited to warranties of performance, availability, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currentness, timeliness, delays. 10.1.2 Supplier does not give any warranty that access to the Online Service/Online Element will be uninterrupted or continuously available. 10.1.3 Supplier warrants that it has all necessary rights to permit the Customer to use the Service as set out in this Agreement. Liability 10.2 Supplier shall not be liable to the Customer in contract, tort, delict or otherwise for any direct loss or any consequential loss including loss of revenue business, anticipated savings or profits, loss of goodwill or data howsoever arising suffered by Customer in connection with the Service (whether or not caused by the negligence of Supplier). 10.3 Further Supplier shall have no liability whatsoever for any liability of Customer to any third party which might arise in connection with the Customer's use of the Service. 10.4 None of the terms of the Agreement shall operate to: (a) exclude or restrict liability for fraud or for death or personal injury resulting from the negligence of Supplier; or (b) affect statutory rights where this agreement is entered into as a consumer transaction (as defined by the Consumer Transaction (Restriction on Statements) Order 1976 as amended). 10.5 Supplier shall have no liability to the Customer for any interruption or delay in access to the Service irrespective of the cause, or for any loss of revenue, or any other direct or indirect damage or claims caused by such interruption or delay. Disclaimer 10.6 Certain elements of the Online Service/Online Element may contain material submitted by third parties or links to third party websites. Supplier accepts no responsibility for the content or accuracy of such material or websites. 10.7 Where material can be posted to the Online Service/Online Element (whether as part of a discussion forum or otherwise), it is a condition of use of the Online Service/Online Element that the Authorised User accepts full responsibility for the content they submit. Customer warrants that Authorised Users will not post material that is obscene, indecent, objectionable, libellous, in breach of the Official Secrets Acts or is racially prejudicial and further that publication of such content will not expose Supplier to any civil or criminal proceedings. Without limiting the foregoing, Supplier shall have the right to remove any material from the Online Service/Online Element that violates these Terms; or it deems (in its sole discretion) to be otherwise objectionable. 10.8 The information provided to Customer by or in relation to the Service (including but not limited to print products, email alerts, helplines, newsletters and discussion forums) (''Information'') constitutes general information about English law. Customer should neither act nor refrain from action, on the basis of such Information. Nothing in the Service or the Information constitutes legal advice. Customers should always consult a suitably qualified lawyer on any specific legal problem. Supplier disclaims all responsibility for all consequences of Customer acting on, or refraining from acting in reliance on the Information. 10.9 The opinions expressed in this Service are those of the individual authors and contributors and not necessarily those of Supplier.
The Customer undertakes to fully indemnify and keep indemnified Supplier against all actions, proceedings, costs, claims in respect of any breach by the Customer (or Authorised User) of any of the provisions of the Agreement.
12. Entire Agreement
The Agreement supersedes any arrangements or agreements made between the parties prior to the signing of this Agreement and constitutes the entire understanding between the parties hereto.
13. Confidentiality and data protection
13.1 Customer's data stored using the Online Service/Online Element ''save'' functionality will be kept confidential and only used for the performance of this Agreement. 13.2 Any personal data collected by Supplier in the performance of this Agreement will be kept confidential and used only for the purposes of performing this Agreement and Supplier will process any such personal data in accordance with the provisions of the Data Protection Act 1998 and is registered with the Information Commissioner under registration number Z7602050. 13.3 Supplier has in place appropriate technological and organisational measures to protect against unauthorised or unlawful processing, and accidental loss, destruction or damage to Customer's personal data.
14. English Law
This Agreement will be governed by English Law. The English courts will have exclusive jurisdiction over any disputes arising under this Agreement.
Except as otherwise provided, all notices must be given in writing to Supplier at the address set out in clause 1.