Terms And Conditions for subscribers
1. APPLICABILITY AND DEFINITIONS
1.2 The following terms shall have the following meanings:
- “Licensed material”: any content owned and provided by Licensor to Licensee included in the Online Service as per the Order Form, that may include optional tools or service(s) and to which the Licensee wants to have access by means of a subscription;
- “Licence Fee”: the fee for using the Licensed Material as agreed with Licensor
- “Network”: any system allowing access to the Licensed Material via any communications link except by remote access as defined herein. It includes single sites (Local Area Network) and multiple sites (Wide Area Network).
- “Online Access”: the access to the Licensed Material offered as the "Online Licensed Material” by the Licensor through the Internet.
- “Order Form”: Licensor's order form or any document detailing Licensor’s acceptance of the purchase conditions.
- “Online Service”: A combination of bundled Data, Information, Services and Tools, including but not limited to the Licensed Material, offered by the Licensor over the Internet and to which the Licensee subscribes.
- “Renewal Date”: an anniversary of the Start Date.
- “Renewal Fee”: the fee to be paid annually prior to the Renewal Date.
- “Site”: the physical location(s) or address(es) at which the Licensed Material will be used as per the Order Form, or in default thereof the Licensee's principal place of business.
- “Start Date”: the date indicated on the invoice on which this Agreement takes effect.
2. GRANT OF LICENCE
2.1 The Licensor hereby grants to Licensee a non-exclusive, non-transferable License to use the Licensed Material at the Site, in accordance with these terms and conditions.
2.2 Free trial. If the Licensed Material is supplied on a trial-basis for evaluation purposes, Licensee may use the Licensed Material for evaluation during the period agreed, in accordance with these terms and conditions and subject to the conditions agreed in advance with Licensor.
3. PERIOD OF LICENSE
3.1 This Agreement shall remain in force for 12 months from the Start Date, or any other longer period as agreed with Licensor and accepted by Licensee through the Order Form.
3.2 Upon termination of this Agreement Licensee will cease use of the Licensed Material. Any special conditions regarding access or use of the Licensed Material that may apply after termination of this Agreement must be previously discussed between Licensor and Licensee and accepted by both parties in writing.
4. FEES AND PAYMENT OBLIGATIONS
4.1 Licensee undertakes to pay Licensor the Licence Fee within 30 days of receipt of the invoice and the Renewal Fee prior to each Renewal Date, increased with VAT where applicable and dispatching and/or administration costs. Invoicing will take place yearly.
4.2 Licensor reserves the right to change the Renewal Fee subject to 30 days prior notice.
4.3 If payment of the Licence Fee has not been received by Licensor within 30 days of the invoice date, Licensee will be in default without any further notice being required. If any amount owing by Licensee to Licensor under this Agreement is 30 or more days overdue, Licensor may, without limitation of any other rights and remedies, suspend the Online Access to Licensee until such amounts are paid in full. Suspension of Online Services will be notified at least 10 days in advance.
4.4 Licensor will not exercise Licensor’s rights under 4.3 above (Suspension of Online Access) if Licensee is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
4.5 Licensor’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively referred to as “Taxes”),. Licensee is responsible for paying all Taxes associated with the purchase of the Online Service. If Licensor has the legal obligation to pay or collect Taxes for which Licensee is responsible under this section 4.5, Licensor will invoice Licensee and Licensee will pay the relevant amount unless Licensee has provided a valid tax exemption certificate authorized by the appropriate taxing authority. For the avoidance of doubt, Licensor is solely responsible for taxes assessable against Licensor based on Licensor’s income, property and employees.
5.1 Any party to this Agreement may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
5.2 In no event will termination of this Agreement in accordance with clause 5.1 of these terms relieve Licensee’s obligation to pay any fees payable for the period prior to the effective date of termination.
6. OWNERSHIP AND PERMITTED USE
The Licensed Material is not sold to Licensee. Licensee shall not acquire any right, title or interest in the Licensed Material or in any documentation or material made available to Licensee. This documentation or material shall remain the property of Licensor.
6.2 All rights in the Licensed Material whether these exist or may come into existence which are not specifically granted to Licensee by this Agreement are expressly reserved to Licensor or to such other rights holders as stated on the Licensed Material.
6.3 Any copyrighted material is reproduced by Licensor with the permission of the copyright holder.
6.4 Licensee shall not sublicense the Licensed Material to others and Licensee warrants that access will not be given to the Licensed Material to any person not being an authorized employee, partner or student of Licensee's firm, company, organisation, university or other entity. Any access to the Licensed Material given by Licensee must comply with the terms and conditions stated in this agreement.
6.5 Except as permitted by law Licensee shall not itself nor allow any third party to duplicate or otherwise reproduce the Licensed Material or any part thereof.
7. PERMITTED AND PROHIBITED USE
7.1 Licensee shall use the Licensed Material and shall take all reasonable steps to ensure that its authorized users, employees and partners shall use the Licensed Material as specified in the Order Form regarding number of users, sites, and locations and subject to these terms and conditions 7.2 Licensee shall not allow or authorize the Licensed Material to be used for the purpose of operating a bureau or any similar service or any online service whatsoever. Licensee will not engage in any form of commercial venture with the Licensed Material.
7.3 Licensee, its employees or partners on its behalf, during the normal course of Licensee's business, and, where Licensee's business is the provision of (library or professional) services, bona fide on-site users of those services, may for their own business purposes:
- view the Licensed Material on screen;
- print extracts from the Licensed Material;
- transmit by print, fax, e-mail, or other method, extracts from the Licensed Material between authorized employees, partners or agents of Licensee;
- transmit by print, fax, e-mail, or other method, extracts from the Licensed Material to third parties only in connection with the provision of professional advice provided that no additional fee is directly or indirectly charged for the transmission.
7.4 All extracts must clearly reproduce the copyright notice(s) and Licensee shall not do or omit to do or authorize any other person to do or omit to do any act which:
- would or might invalidate or be inconsistent with any Intellectual Property Right of Licensor in the Licensed Material
- would be in breach of or otherwise inconsistent with the moral rights of the authors of the items comprising the Licensed Material.
7.5 Licensee shall not erase, remove, deface or cover any trademark, trade names, numbers, copyright or other proprietary notices, guarantee, designation of origin, means of identification, disclaimer or other statement used on any media containing the Licensed Material or used in relation to it, nor shall Licensee authorise another person to do so.
7.6 Licensee shall promptly inform Licensor if Licensee becomes aware of:
- any unauthorized use of the Licensed Material
- any actual, threatened, or suspected infringement of any intellectual property right of Licensor in the Licensed Material, and
- any claim by any third party that the Licensed Material infringes the intellectual property or other rights of any other person.
7.7 Licensee shall at the request and expense of Licensor do all such things as may be reasonably required to assist Licensor in taking or resisting proceedings in relation to any infringement or claim referred to in this Clause and in maintaining the validity and enforceability of the intellectual property of Licensor in the Licensed Material.
7.8 Except insofar as permitted by law, Licensee shall not modify, reverse assemble, decompile or reverse engineer the Licensed Material or any part thereof, or permit any third party to do so.
7.9 Licensee shall not, except to the extent necessary to exercise the rights granted under this Agreement:
- make any alterations, additions or amendments to the Licensed Material;
- combine the whole or any part of the Licensed Material with any other software, data or material
- create derivative works from the whole or any part of the Licensed Material
8.1 Licensor will supply to Licensee the Licensed Material by means of the Online Service.
8.2 Licensor may at any time make modifications or improvements to the Licensed Material.
8.3 Licensor may at any time withdraw from the Licensed Material any material included in it:
- if Licensor ceases, for whatever reason, to publish the publication from which such material is taken or otherwise no longer retains the right to publish such material;
- if in Licensor's reasonable opinion such material contains any matter which infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable.
8.4 During the period of the Agreement, Licensor will use all reasonable endeavours, if and to the necessary extent, to make and supply updates to the Licensed Material.
9. ONLINE ACCESS
9.1 The Licensee will be issued with a unique user name and a unique password (or any other means of personal identification), which the Licensee shall only use or allow to be used for the permitted use at the Site. The Licensee shall keep the identification information confidential and not disclose, disseminate or pass it on to employees, partners, group companies, branch offices, business relations or others for use from other locations than the Site or by other than the permitted users.
9.2 Licensor has the right to replace or block Licensee's unique user name and/or password (or any other means of personal identification) immediately and without prior notice if and when illegal access to the Licensed Material through this user name has been ascertained, or when there are reasonable grounds to suspect that such illegal access will occur or has occurred through this user name. Licensor has the right to limit access Online to a restricted range or specific IP addresses or to block a range of or specific IP addresses, either in conjunction with Licensee's user name or regardless of the user name.
9.3 Although reasonable care is given to ensure uninterrupted use of the Licensed Material, Licensor shall not be liable for any temporary difficulties Licensee may encounter in Online accessing the Licensed Material whether due to telephone connections, down time of the internet server at the provider, maintenance, virus detection or elimination or any other reason whatsoever.
9.4 Without prejudice to any other remedy Licensor may have by law in the event of breach of the obligation in this clause, Licensee shall become due and owing without any further notice being required to Licensor by way of penalty a sum equal to the yearly fee for worldwide unlimited access applicable at the time of such breach.
10. LICENSOR WARRANTIES
10.1 Licensor warrants that it has obtained all necessary rights to grant this License.
10.2 Whilst reasonable care is taken to ensure the accuracy and completeness of the Licensed Material supplied, Licensor makes no representations or warranties whatsoever, express or implied, that the Licensed Material is free from errors or omissions.
10.3 Whilst reasonable care has been taken to exclude computer viruses, no representation or warranty is made that the Licensed Material is virus free. Licensee shall be responsible to ensure that no virus is introduced to any computer or network.
10.4 Licensee has satisfied itself prior to entering the Agreement that the Licensed Material meets Licensee's individual requirements and is compatible with Licensee's hardware/software configuration and no failure of any part or the whole of the Licensed Material to be suitable for those requirements will give rise to any right or claim against Licensor.
10.5 The warranties set out in this clause are exclusive of and in lieu of all other warranties, conditions, terms, undertakings, and obligations whether implied or expressed by law.
10.6 Licensor shall not be liable for any loss of whatsoever kind or for any indirect or consequential loss whatsoever, howsoever suffered by Licensee or for any liability of Licensee to any third party in connection with the Licensed Material (whether or not caused by the negligence of Licensor).
10.7 The aggregate maximum liability of Licensor in respect of any direct or other loss (to the extent that such loss is not excluded by this Agreement or otherwise) whether such a claim arises in contract, tort or delict shall not exceed a sum equal to that paid as the last annual License Fee for the Licensed Material.
10.8 Licensor shall not be liable for the use of the Licensed Material by Licensee, its agents and employees and Licensee shall keep Licensor fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use.
11.1 Where two or more legal entities constitute Licensor and/or Licensee their liability shall be joint and several.
11.2 These terms and conditions together with the Order Form constitute the entire Agreement between the parties and may only be varied in writing signed by both parties.
11.3 By entering into this Agreement Licensee agrees that Licensee has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Licensor’s employees or agents in connection with this Agreement. If Licensee learns of any violation of the above restriction, Licensee will use reasonable efforts to provide prompt notification to Licensor at
11.4 Neither this Agreement nor any of the rights and obligations of Licensee hereunder may be assigned, transferred, charged, delegated, sublicensed, or otherwise disposed of in whole or in part on a temporary or permanent basis unless Licensee has obtained the prior written consent of Licensor.
11.5 No delay or forbearance by Licensor in enforcing any provisions of this Agreement shall be construed as a waiver of such provision or an agreement thereafter not to enforce the said provision on that or any other occasion or another provision on another occasion.
11.6 These Terms and Conditions are governed and construed in accordance with the laws of The Netherlands. The sole jurisdiction and venue for any action that may arise under or in relation to the subject matter hereof shall be the courts of The Netherlands.