InterAnalysis Limited Sales and Licence Agreement

Transcription

1 InterAnalysis Limited Sales and Licence Agreement Chapter One General Information for businesses and consumers Welcome to (the Site ), which is operated by InterAnalysis Limited, a private limited company registered in England and Wales, company number , and registered address Sussex Innovation Centre, Science Park Square, Falmer, Brighton, BN1 9SB, United Kingdom ( we, our, us ). This page (together with our Privacy Policy and Terms of Use as well as any other documents referred to) tells you the terms and conditions on which we supply any of our services to you ( Agreement ). Please read these terms and conditions carefully before ordering any of our services Click here to go to our Chapter 2 TradeSift Software Analysis Tool Click here to go to our Chapter 3 Training Course Click here to go to our Chapter 4 Legal Formalities these are applicable to all of our Services. Your Status By ordering our services from us you warrant that: you are legally capable of entering into binding contracts; you are at least 18 years old; and you are properly authorised to enter into this Agreement. TradeSift is a product of InterAnalysis Ltd. InterAnalysis Ltd. registered office: Sussex Innovation Centre University of Sussex Brighton BN1 9SB East Sussex UK Registered in England and Wales Company No VAT Registration No

2 By clicking the button I Accept at the end of these terms and conditions or by confirming these terms and conditions via you indicate your acceptance of these terms and conditions. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any of our services. Chapter Two Software 2.1 TRADESIFT Software If you wish to use our TRADESIFT Software ( Software ), you must: register with us online or contact us at info@tradesift.com; set up a user name and password; and indicate how many authorised users you want to sign up We offer our Software in two packages: standard and premium. Standard: Includes basic technical support (at our discretion) and the removal of software bugs; minor project support (at our discretion), bug-fixes and minor upgrades plus the right to renew your subscription at a reduced rate (see our price table here) and at our reasonable discretion subject with compliance with these terms and our policies generally; and Premium: is a standard licence, plus either five days project support provided by us or a place on one of our training courses (course fee only). 2.2 Free Trial You may use our Software on a free trial basis for a period of 1 month for a maximum of 1 authorised user. However, some functionality offered by the Software may be restricted At the end of the trial period we will endeavour to send you an , at the address you provided when you registered, inviting you to subscribe. You will be given a short period of time in which to accept the invitation. If you decide to subscribe you will need to visit the Site and complete the necessary payment procedures, or contact us directly to facilitate payment in person or via If you do not accept the invitation to subscribe within the time period stated in the

3 invitation, we will assume that you no longer wish to use the service and further use may be prevented. You will be under no obligation to pay us for your trial use of the service or to accept the invitation to subscribe The terms and conditions apply to you if you use our Software on a trial basis At any time during the trial period you can choose to end the trial and begin subscribing to the service. You may wish to do this to gain access to the services that may be restricted during the trial period. 2.3 Duration Subject to clause 2.2.4, the Agreement between you and us will commence on: the day following the end of a free trial period, or the day we supply the Software to you, if you have not requested a free trial period ( Commencement Date ), and, subject to clause 2.3.2, will last for a period of 12 months unless otherwise agreed in writing between you and us ( Term ) Unless it is cancelled in accordance with clause 6.1.2, the Agreement (if payable monthly) will automatically renew on a rolling renewal term of 30 days. 2.4 Fees and Payment The fee for our Software is published on our Site from time to time here (Licence Fee) You agree to pay the Licence Fee in advance, either monthly or annually as agreed by us without any deduction. All fees are exclusive of VAT and any other equivalent sales taxes applicable. You shall be responsible for all charges (including all bank charges), duties, direct or indirect taxes associated with this supply and you shall obtain and procure that any dual taxation or similar arrangements are obtained filed and completed Where you request us to provide the Software to additional authorised users, you agree to pay for those additional authorised users from the day of connection in advance in accordance with our price table at here Subject to clause 2.4.5, we may increase our fees for the Software, and will give you at least

4 30 days notice before such an increase takes effect Where you don t agree with such an increase in fees, you may cancel this Agreement by giving us 30 days written notice. 2.5 Hardware and Software Requirements The use of our Software has the following minimum requirements: Hardware: Minimum computer specification: Processor: 1.6Ghz or Dual 1.2Ghz (recommended Dual 2 Ghz). Memory (RAM): 1GB (recommended 3GB). Free Hard Disk Space: 5GB (recommended 15GB). Screen resolution: 1024x600 (recommended 1366x768). Internet connection is required to register the Software. Software: Microsoft Windows XP (recommended: Windows 7) 2.6 Licence In consideration of the payment of the Licence Fee, and subject to you fulfilling your obligations under this Agreement, we hereby grant to you a non-exclusive, non-transferable licence ( Licence ) to use the Software and any training material we supply with it ( Documentation ) in accordance with these terms and conditions You may: install and use the Software for your personal or internal business purposes only, either (as agreed between the parties): (i) on one CPU if the Licence is a single-user licence or the Software is for single use; or (ii) for the number of authorised users agreed between you and us; receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by us from time to time; or use any Documentation in support of the use permitted under clause and make up to 2 copies of the Documentation as are reasonably necessary for its lawful use We are willing to allow our Software to be installed on an additional machine on condition that the machine is solely used by you and shall remain under your control and use, we shall

5 extend the Licence to include two CPU s upon written request and acceptance of an additional one off fee payable to us. 2.7 Your undertakings Except as expressly set out in this Licence or as permitted by any local law, you undertake: (d) (e) (f) (g) not to copy the Software or Documentation except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security; not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation; not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs; not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software programs, and provided that the information obtained by you during such activities: (i) is used only for the purpose of achieving inter-operability of the Software with another software program; (ii) is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it; (iii) is not used to create any software which is substantially similar to the Software; and (iv) is disclosed to us in such detail as to enable us to assist in improving the inter operability of the Software. to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software; to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence; to replace the current version of the Software with any updated or upgraded version or new release provided by us under the terms of this Licence immediately on receipt of such version or release;

6 (h) (i) (j) to include our copyright notice on all entire and partial copies of the Software in any form; not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your employees without prior written consent from the Licensor; not to use the Software via any communications network or by means of remote access You must permit us and our representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and to the computer equipment located there, at which the Software or the Documentation is being kept or used, and any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Licence. 2.8 Intellectual property rights You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us or have been licensed to us by various third parties, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments The integrity of this Software is protected by technical protection measures (TPM) so that our intellectual property rights, including copyright, in the Software are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.

7 2.9 Warranty We warrant that: for the period of 30 days from the day we supply the Software to you (including any free trial period) (Warranty Period), the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation (provided that the Software is properly used on the computer and with the operating system for which it was designed as referred to in the accompanying documentation), and the Documentation correctly describes the operation of the Software in all material respects; we have tested the Software for viruses using commercially available virus-checking software, consistent with current industry practice If, within the Warranty Period, you notify us in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from you having amended the Software or used it in contravention of the terms of this Licence, we will, at our sole option, repair or replace the Software, provided that you make available all information that may be necessary to assist us in resolving the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault Your acknowledgements You acknowledge that: (d) (e) our Software is provided on an as is basis, and we are not giving warranties in respect of its fitness for a particular purpose; the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements; that it is your responsibility to keep your user ID and password securely, and that we are not responsible for any losses you suffer due to a loss of your user ID or password; the Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Licence; and our obligations under these terms and conditions are subject to your compliance with these terms and conditions.

8 Chapter Three Training Courses 3.1 If you wish to attend one of our training courses ( Training Course ), you must: register with us online or contact us at info@tradesift.com; and set up a user name and password. 3.2 Fees and Payment The fees for our Training Courses(s) are published on our Site from time to time ( Training Fee ) or can be obtained from us directly You must pay the Training Fees in full and in advance of the date of the Training Course. 3.3 Intellectual Property Rights You acknowledge that all intellectual property rights in the Training Course and any material we provide to you in connection with it belong to us or have been licensed to us by various third parties. 3.4 Your acknowledgements You acknowledge that the Training Course has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the subject matter of the Training Course as described on our Site meets your requirements. Chapter 4- Training and Consultancy 4.1 We shall: provide our services with all due care, skill and ability and use best endeavours to promote the interests of your business. use reasonable endeavours to meet any timetable or schedule that you may compile in respect of the services provided but time shall not be of the essence in relation to any consultancy or training. use reasonable endeavours to comply with all reasonable standards of safety and comply with the Company's health and safety procedures from time to time in force at

9 the premises where the services are provided and report to the Company any unsafe working conditions or practices. 4.2 You shall: provide, for us, our agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to your premises, office accommodation, data and other facilities as reasonably required by us; and provide us with a safe and clean working environment with telephone and broadband facilities together with appropriate access rights for a temporary user. Chapter 5- Confidentiality 5.1 The definition in this clause applies in this Agreement. Confidential Information: all information, whether political, diplomatic, technical or commercial (including all projections, specification(s), disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is: identified as confidential at the time of disclosure; or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure. 5.2 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care. 5.3 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received. 5.4 The obligations set out in this clause 5 shall not apply to Confidential Information which the receiving party can demonstrate: is or has become publicly known other than through breach of this clause 5; or was in possession of the receiving party prior to disclosure by the other party; or was received by the receiving party from an independent third party who has full right of disclosure; or

10 (d) (e) was independently developed by the receiving party; or was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement. 5.5 The obligations of confidentiality in this clause 5 shall not be affected by the expiry or termination of this Contract. Chapter 6 Legal Formalities 6.1 Termination We reserve the right to terminate our Agreement with you immediately by giving you written notice if you: fail to pay your Licence Fee or Training Fee on time; or breach any of your obligation under this Agreement You may terminate this Agreement by giving us 30 days written notice before the expiry of the Term, or each rolling renewal term as set out in clause For annual licences, refunds will not be issued We may cancel this Agreement at any time by giving you 30 days written notice and shall refund any advance payments on a pro rata basis. 6.2 Disclaimer You acknowledge that: a) we are not responsible for how you use our Software or Training Contract, or the results you obtain from their use; b) some material on our Site is published by third parties (including, but not limited to, blog posts and comments), and that we are not liable for the accuracy or correctness of those posts; 6.3 Indemnity You shall indemnify us, and keep us indemnified, for all damages, losses, costs (including legal costs) and expenses incurred by us as a result of your breach of any of the terms of this Agreement.

11 6.4 Our Liability Nothing in this Agreement excludes or limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any breach of the obligations implied by section 12 of the Sale of Goods Act 1979; Subject to clause 6.4.1, we will not be liable for: (d) (e) (f) loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data or information; or waste of management or office time For the avoidance of doubt, we will provide analysis and assessment of data, but the final decision and responsibility in relation to the suitability of a policy or action is yours Our Software is an application for the analysis of numerous third party data sources, we shall not be liable for any defects or inaccuracies in that data in any event Subject to clause 4.4.1, in any event, our maximum liability to you under this Agreement (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be the fees you paid under this Agreement. 6.5 Notices All notices given by you to us must be given to InterAnalysis Limited at info@tradesift.com. We may give notice to you at either the or postal address you provide to us when placing an order, or in any of the ways specified in clause 14 above. Notice will be deemed received and properly served immediately when posted on our Site, 24 hours after an is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an , that such was sent to the specified address of the addressee.

12 6.6 Transfer The Agreement between you and us is binding on you and us and on our respective successors and assignees You may not transfer, assign, charge or otherwise dispose of this Agreement, or any of your rights or obligations arising under it, without our prior written consent We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of our rights or obligations arising under it, at any time during the term of the Agreement. 6.7 Waiver If we fail, at any time during the term of this Agreement, to insist upon strict performance of any of your obligations under the Agreement or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Agreement, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations A waiver by us of any default will not constitute a waiver of any subsequent default No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 6.5 above. 6.8 Severability If any of these terms and conditions or any provisions of the Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law. 6.9 Entire Agreement These terms and conditions together with our Privacy Policy and Terms of Use as well as any

13 other documents referred to herein constitute the whole Agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any agreement We each acknowledge that, in entering into this Agreement, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them Each of us agrees that our only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) will be for breach of this Agreement Nothing in this clause limits or excludes any liability for fraud Our Right to Vary these Terms and Conditions We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities We will publish any changes to these terms and conditions, or any of our policies, on our Site and, subject to clause , you will be subject to the terms and conditions currently in force Where any alteration of our terms and conditions results in a material and detrimental effect to our Software, you may cancel your Agreement with us by giving us 30 days written notice Law and Jurisdiction Agreements for the purchase of services through our Site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including noncontractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Agreements or their formation (including non-contractual

14 disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of England and Wales.