Global Regulatory Monitoring System of Chemical Substances

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Terms & Conditions / Agreement

For

Global Regulatory Monitoring System of Chemical Substances "GRMS²"

Between

GRMS² User
(Also referred to as the “User”)

and

European Automobile Manufacturers Association
Avenue des Nerviens 85
1040 Brussels
Belgium

(Also referred to as “ACEA”)

(The User and ACEA are collectively also referred to as the “Parties”.)

Object of the Agreement
1. ACEA grants the user a non-exclusive right to use the Global Regulatory Monitoring System of Chemical Substances („ also referred to as GRMS²“) according to the terms and conditions of this agreement (also referred to as the “Agreement”).
2. The GRMS² is a regulatory monitoring tool that provides the user access to global regulatory information stored in a database & summarized in fact sheets. The system language will be in English.
Scope of Usage
1. The user is entitled to use the GRMS² as described in this agreement.
2. “Usage” in the sense of this agreement is every access, up- or download of information during the life time of this Agreement in order to monitor, check and compare global chemical regulation. “Usage” also includes the described actions for reasons of monitoring, analyzing and testing of the GRMS².
  The GRMS² is available in two types of user licenses (Editor & Viewer).
3. The Editor user is entitled to give a limited amount users the Viewer rights within the company or its affiliates. Distribution of GRMS² information or Viewer user rights outside the company of the client or its affiliates is not allowed. “Affiliate means any subsidiary or holding company of the client, any subsidiary of any of its holding companies and any partnership or company in which the client has the majority of the voting rights.”
4. The Viewer user is entitled to manually download factsheets from the GRMS² and to make these factsheets available within the company or its affiliates if the client purchases at least 50 Viewer licenses incl. 1 Editor license. Otherwise the usage of the downloaded factsheets is limited to the registered users only. Distribution of GRMS² information outside the company of the client or its affiliates is generally not allowed.
5. The GRMS² and its data shall be used on a different data processing unit than described and agreed between the Parties only after the prior written approval of ACEA. Further changes to the GRMS² are only permitted to the extent as absolutely necessary for the described usage of the GRMS². A de-compilation of the program code is strictly prohibited.
6. The user is not entitled to transfer the rights acquired under this Agreement to third parties or to assign usage rights to third parties.
Protection of the GRMS²
1. Irrespective of the usage rights granted in § 1 and § 2 ACEA and its service provider retains all rights in the GRMS², including all duplicates or parts of duplicates the user has made. The user’s ownership in machine readable recorders, data processors and computers is not affected by this.
2. The user undertakes to leave all intellectual property protection marks such as copyrights and other reserved rights, contained in the GRMS² unaltered, and to take these over into all produced printed or electronic duplicates of the GRMS².
3. The user shall not disclose the GRMS², neither in its original version, nor as a duplicate or partial duplicate to third parties outside the company or its affiliates without the prior written consent of ACEA. This shall also apply in case of a complete or part sale or liquidation of the user’s enterprise. Employees of the company or its affiliates and other persons who are using the GRMS² according to the terms of this Agreement on the Company’s premises and with the company’s consent are not considered third parties for the purposes of this Agreement.
4. The user shall in no event pass on to third parties outside the company or its affiliates any data downloaded from the GRMS².
5. The user shall not, translate, merge, adapt, vary, alter or modify, the whole or any part of GRMS² software nor permit GRMS² software and databases to be combined with, or become incorporated in, any other programs, except as necessary to use it on devices as permitted in this Agreement.
Delivery
1. The user receives the GRMS² login data to the system by E-mail.
2. ACEA shall not be liable for any damages resulting from a delay in delivery, unless caused by willful intent or gross negligence.
Warranty
1. The Parties agree that it is impossible to develop computer programs free of errors or faults for every application condition. For the offered GRMS², ACEA makes a service description available that reflects the latest release, the intended use and the use conditions.
2. ACEA will deliver the GRMS² in such version which complies with the contractual usage according to the valid service description that has been made available to the Member by ACEA upon the date of signing of this Agreement. If there appears to be any major deviation from the service description during the contractually agreed usage term of GRMS², that substantially impairs the use of the system, ACEA has the right to remedy these defects, unless the expense being unreasonable. If ACEA declines to remedy such defects due to unreasonable expenses, the user is entitled to terminate the agreement in writing with immediate effect.
3. The user is obliged to furnish written proof of the deviations from the functional description, as mentioned in subsection (2) above, and to cooperate with ACEA regarding the error analysis.
4. No other warranty shall be granted to the user.
Service
1. The maintenance of GRMS² is covered by ACEA.
2. All material given to the user within the scope of the service becomes part of the GRMS² within the meaning of § 1 and the terms of this contract apply accordingly.
Conditions of Use
1. The GRMS² given to the user was specifically developed for usage on data processing units and for concurrence with other specific computer programs. The conditions of use are reflected in the GRMS² and this Agreement.
2. In case the GRMS² is used by the user contrary to the conditions of use according to subsection (1) above, ACEA does not make any warranties, meaning that the provisions in § 5 “Warranty” do not apply. Additionally ACEA is entitled to terminate this agreement pursuant to § 10 “Term and Termination”, sub-section 4.
Limitation of Liability and Force Majeure
The liability of the Parties, regardless of the legal reason, is limited as follows:
1. Both parties shall be liable for any and all damages caused by willful misconduct or intent.
2. Except in case of (a) death and/or personal injury, (b) gross negligence and/or wilful misconduct, (c) any breach of intellectual property rights, (d) any breach of confidentiality obligations, and/or (e) any breach of any mandatory laws and/or regulations (such as – but not limited to - competition laws and data protection/privacy laws, any liability for indirect damages and other consequential losses, such as loss of profit, loss of data and failure to realize cost savings, etc. shall be excluded.
3. ACEA is not liable above and beyond the extent outlined in the above provisions.
4. Each Party shall be excused from the fulfillment of any obligation under this Agreement for so long as and to the extent that such fulfillment may be materially hindered or prevented by any circumstance excluding the liability, which is outside of such party´s reasonable control including (to the extent applicable), but not limited to, war and other hostilities (whether war be declared or not), invasion, acts of foreign enemies, mobilization, requisition or embargo; severe fire, earthquake, flood, hurricane, wind or other natural catastrophe, import or export restrictions of foreign or national government regulations, explosion, epidemics, rebellion, revolution, insurrection, military or usurped power, civil war and terrorist activity, riot, commotion or disorder, strikes or any other circumstance outside its control, provided that the Party seeking to be excused shall without delay notify the other Party of the beginning of any such circumstance. Upon the ending of such circumstance the Party excused shall without undue delay resume the fulfillment of all obligations, which were interrupted thereby. Should such circumstances last more than six months, the Parties may decide, by unanimous decision, whether this Agreement should be modified or terminated as a result of such event of force majeure.
5. ACEA will not be liable for any content of the data uploaded to or downloaded from the GRMS² nor for any damages which may result from incorrect data.
Third-Party Rights
1. ACEA shall provide to the user the GRMS² in the condition as described free of third party property rights and the GRMS² shall not infringe upon any third party intellectual property rights.
  In the event third parties bring justified claims against the user relating to an infringement of such third party’s intellectual property rights in relation to GRMS² provided by ACEA and used by the user in accordance with the provisions contractually agreed, the following provisions shall apply:
  - The Parties to this Agreement shall immediately inform each other in writing, in the event third parties bring claims against one of the Parties relating to an infringement of intellectual property rights.
  - ACEA shall indemnify the user from such claims and defend from all relating claims. In the event suitable defense measures and negotiations for settlement are legally reserved to the user, ACEA shall indemnify the user from all expenses of defense and miscellaneous cost provided that the user obtains and follows ACEA’s instructions before the user takes measures to legal defense. In this event, the user shall provide ACEA with all necessary information and shall give ACEA adequate and reasonable support.
  - ACEA shall, at its own discretion, modify or replace GRMS² concerned so that they do not infringe any third-party intellectual property rights while preserving their specified nature and quality, or will obtain the right for the use to continue using GRMS² concerned by concluding an agreement with the owner of such intellectual property rights. If ACEA cannot reasonably accomplish these measures specified in this subsection above at reasonable conditions, both parties may terminate this Agreement in writing without notice.
  - If the claimant reimburses the user for costs incurred, the user must in return reimburse ACEA in the same amount.
2. The above-mentioned claims by the user shall not apply:
  Insofar as and to the extent that the user is responsible for the infringement of third party intellectual property rights. Insofar as and to the extent that the infringement of third party intellectual property rights arises from the fact that GRMS² delivered were modified by the user or were used in conjunction with interfaces, data or products which were not supplied by ACEA.
Term and Termination
1. This Agreement shall become effective upon accepting of the Agreement and all associated documents (Schedules) by the Parties for a period of 12 months (service period).
2. Each party may terminate this Agreement with one (1) month notice prior to the end of the service period in writing.
3. If neither party terminates the Agreement prior to the end of the service period, it will automatically be extended by another twelve (12) months.
4. In the event a Party fails to comply with any of the obligations set forth in this Agreement and has omitted to cure such breach within five days following receipt of a notice of default served by the other Party, the other Party may terminate the contract unilaterally, without any court intervention and without giving any further notice or paying any damages for termination.
5. If any of the parties:
  - has filed for bankruptcy, has been declared bankrupt, enters into liquidation (whether compulsory or voluntary) or compounds or makes any voluntary arrangement with its creditors or has a receiver, administrative receiver, administrator or other encumbrances appointed of all or part of its assets or takes or suffers any similar action in consequence of debt or becomes unable to pay its debts as and when they fall due; or
  - sells or intends to sell, part with or cease to carry on its business or that part of its business relating to the activities to be performed under this contract; or
  - its shareholders transfer the legal or beneficial ownership in any of the shares in its capital;
  the other party should be notified immediately of these actions or events in writing and such party may terminate the contract immediately by registered letter, without any obligation to pay damages for such termination.
Final Provisions
1. If individual terms and conditions in these provisions or in the agreement should prove to be legally invalid or unimplementable, the parties undertake to replace any such invalid or unimplementable terms and conditions with valid or implementable ones most closely approximating the parties´ original intent at the time the relevant terms and conditions where agreed. The validity of the remaining terms and conditions is not affected.
2. The preceding provision also applies in the event that the agreement should contain gaps.
3. This Service Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with and be governed by Belgium Law.
4. Any dispute concerning, or arising out of the conclusion, the interpretation, or the performance of this Agreement will be governed by Belgian law and submitted exclusively to the courts of Brussels.
5. Amendments and additions to the provisions or this Agreement must be made in writing. The requirement to use written form can only be waived in writing.

LICENSING AGREEMENT (TERMS AND CONDITIONS OF USE)

Effective 14 June 2018

Summary

GRMS² (Global Regulatory Monitoring System of Chemical Substances) is an innovative regulatory monitoring tool run in collaboration by ACEA (The European Automobile Manufacturers' Association) and Yordas Limited.

GRMS² is an on-line application that provides ACEA members access to a live database of global chemicals legislation, with fact sheets, tracking tools and cross-references, allowing ACEA to expand its mission and capabilities as a portal for expert knowledge to the Industry and supplement its internal research efforts and resources.

It is directed at the research, development and management of chemical substances in Automotive industry.

GRMS² is a suite of proprietary software and regulatory consultancy support produced and licensed by the Licensor.

This licensing agreement records the terms and conditions under which the Licensee and its Authorised Users may use the tool.

Agreed terms

Definitions

Annually	means every calendar year, starting at any defined date.
Authorised Users	those employees, agents and independent contractors authorised by the Licensee.
Business Day	any day calculated between the working hours of 9am and 5pm other than a Saturday, Sunday or public holiday in England when banks in London are generally open for business.
Confidential Information	all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is: (a) identified as confidential at the time of disclosure; or (b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
Data	The data or information, in whatever form, including without limitation images, still and moving, text documents, sound recordings.
Data Centre	means the physical building where the Server is located and the associated infrastructure to maintain the Server.
GDPR	General Data Protection Regulation 2016/679 and any resulting Data Protection legislation.
Group	In relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
Intellectual Property Rights	patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Licensee	ACEA, as the organisation entering into this agreement with the Licensor.
Licensor	Yordas Limited, a company registered in England and Wales with a company number 06224278 with the registered office at 50-54 Berry Lane, Longridge, Preston, Lancashire, UK, PR3 3JP, and any Companies in its Group.
License Fees	fees payable by the Licensee to the Licensor as further defined in clause 5.
Materials	All Data provided to the Licensor by the Licensee and its Authorised Users from time to time and incorporated into the Software.
Monthly	means every calendar month, starting at any defined date.
Regulatory Advice Service	means the GRMS² Regulatory Consultancy support provided as an extended option to the Licensee.
Server	means the computer facilities used to store and run the Software and store the Data and the Materials.
Site	the website at https://www.grms2.com
Software	means the GRMS² suite of software produced and owned by the Licensor and any associated Data provided by the Licensor.

Conditions
1. Use of the Software and the Regulatory Advice Service is subject to the terms and conditions laid down in this agreement and no variations shall be deemed effective unless accepted in writing by the Licensor.
2. The Licensor reserves the right to amend these terms and conditions from time to time and inform the Licensee of such changes. The Licensee may choose to accept the new terms by continuing to pay subsequent license fees or reject them by giving 30 days’ notice of termination.
3. Acceptance of the terms and conditions of this agreement is signified by the placing of any order by the Licensee for use of the Software and/or the Regulatory Advice Service and confirmed by the Licensee continuing to use the Software.
4. The Licensor will take all reasonable steps to ensure the integrity and availability of the Materials but accepts no responsibility for any damages caused by lack of availability, loss or corruption for any reason. It is the Licensee's duty to make such backups of the Materials as the Licensee may require. The Licensee agrees to notify its Authorised Users of this condition.
5. This agreement shall come into force as soon as any order for the Software is received from the Licensee and accepted by the Licensor and shall end, except for residual duties of confidentiality, when the agreement is terminated for any reason.
6. All user rights to the Software will be immediately suspended on termination of this agreement. The termination of this agreement will result in termination of the sublicense provided by the Licensee to its Authorised Users.
7. It is a condition of this agreement that the Licensee’s Authorised Users must be approved by the Licensor.
8. The Licensee agrees to inform its Authorised Users that Logins may only be used by the Authorised User, a single login shared by multiple people is not permitted. The Licensee may create separate logins for as many Authorised Users as their subscription allows.
9. The parties understand that the Licensor uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and other technology required to run the Software to a commercial standard. The Data Centre hosting the Server that stores the Software, the Data and the Materials is in a physically safe and secure location with physical access controls, CCTV, 24 hour on site security, redundant power backup measures, air conditioned data halls, fire suppression measures, and carrier neutral connectivity.
10. The Licensee must not, and should advise the Authorised Users that they must not attempt to modify, adapt, or hack the Software.
11. The Licensee must not modify or create another website, so as to falsely imply that it is associated with the Software or the Licensor.
Duties of the Licensor

The Licensor shall:
1. Provide email support for the Authorised Users to access and use the Software and the Materials during UK normal working hours.
2. Give a minimum of 24 hours’ notice of any planned downtime. The Licensor will endeavour to provide 30 days’ notice where possible.
3. Take regular backups of the Materials on a daily basis and preserve such backups for a minimum of seven days unless termination is effected by the Licensee. In the event that the Materials are lost from the Server, the Licensor shall restore the backed up Materials to the Server. The Licensor shall not be responsible for Materials that cannot be recovered due to containing corrupt Data, or any other disaster or event not in control of the Licensor.
4. Maintain the integrity of the Materials by ensuring the Materials are only processed as required for the performance of the Software.
5. Protect and maintain the integrity of the Software and the Materials to a level expected of a good commercial system.
6. Ensure the Server hosting the Software is regularly updated with the latest software patches to mitigate any vulnerabilities.
7. Ensure the Server hosting the Software is secured from unauthorised access via the Internet through provision of a separate hardware firewall designed and configured to control or limit access to the Server and other network resources.
8. Ensure the Server hosting the Software is secured from unauthorised access by ensuring only specifically selected members of staff have audited and logged access to the Server as Authorised Users and conducting regular and systematic reviews of access rights to ensure continued validity and accuracy.
9. Ensure an SSL certificate is maintained on the server to ensure the use of secure HTTP (HTTPS) in all internet communications.
10. Provide to the Licensee, but for avoidance of any doubt, not to the Authorised Users, the Regulatory Advice Service only for regulations and substances that are referenced in the Software.
11. Use reasonable endeavours to respond to Regulatory Advice Service requests of the Licensee within 2 Business Days, whilst reserving the right to delay or refuse the provision of Regulatory Advice Service in circumstances where the Licensee’s request is:
  1. poorly formulated;
  2. requires the amount of work disproportionate to the amount of hours of Regulatory Advice Service purchased in advance;
  3. requires in excess of 10 hours of work.
12. Only be required to provide a concise, summarised response to requests from the Regulatory Advice Service relating only to individual substances and regulations that affect the Licensee's business activities.
13. Charge for the Regulatory Advice Service as per the annual subscription fee agreed between the Licensee and the Licensor.
Duties of the Licensee

The Licensee shall:
1. Pay License Fees in full and on time as per the provisions in clause 5. The time is of the essence when payment of License Fees is concerned.
2. Take and maintain backups of the Materials at times to suit the business purposes of the Licensee.
3. Ensure that Authorised Users use the system in a reasonable manner in accordance with any user guide provider by the Licensor and this agreement and be responsible for the Authorised Users’ breach of this contract.
4. Ensure that any of the Licensee’s computers connected to the Server are protected against malicious code (including computer viruses, trojans and worms) by means of a good, maintained, commercial antivirus product.
5. Be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Data Centre, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Licensee’s network connections or telecommunications links or caused by the internet.
6. Upload data or other information that is offensive, libellous, and confidential to third parties or breaches the intellectual property rights of third parties.
7. Store personal data of any kind such that may cause the data protection laws being breached.
8. Attempt to offer access to those who are not Authorised Users without paying appropriate License Fees.
9. Obtain, retain, use, or provide access to the Software and/or Regulatory Advice Service to the Authorised User or any party in a manner that may breach any applicable export control or economic sanctions laws and regulations for any jurisdiction, including the UK, the United States of America and the European Union and its Member States. The Licensee warrants that neither it nor any affiliate or Authorised User, to which it provides access to the Service, is or is affiliated with a specially designated or sanctioned entity under any of those laws and that, in any transaction relating to Licensor and any of the Licensor’s affiliates, it will not involve sanctioned parties, including without limitation through the use of bank accounts at banks that are sanctioned parties.
10. Perform penetration testing of the Software or the Server without express written permission from the Licensor.
11. Where such tests are granted, they would be performed on a replicated Server in order to preserve the integrity of the system for other users.
12. Where such tests are granted, all associated costs are at the Licensor’s discretion and would be paid for in advance by the Licensee.
License Fees and payment
1. The Licensor shall issue an invoice in respect of the License Fees at the agreed payment frequency, and the Licensee shall pay to the Licensor the License Fees set out in the invoice within 30 days of the date of the invoice.
2. All License Fees are exclusive of VAT of appropriate sales or turnover tax in applicable jurisdiction.
3. If the Licensee fails to make any payment due to the Licensor under this agreement by the due date for payment, then, without limiting the Licensor's remedies, the Licensee shall be entitled to suspend performance with this contract until payment is received in full and the Licensee shall pay interest on the overdue amount at the rate of 10% per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Licensee shall pay the interest together with the overdue amount.
4. If the Licensee requires an increase in the number or type of licenses to Authorised Users with such increase necessitating changes in Licence Fees, the Licensor, at its sole discretion, would action the changes required and would recalculate the applicable License Fees on a pro rata basis for the remaining months and up to the renewal date.
Termination
1. Termination of license notice by the Licensee may be made at any time, this must be in accordance with the provisions of the Technology Agreement for the Research, Development and Management of GRMS² reached between the Licensor and the Licensee, it must be made in writing and include the requested date of termination. On the termination date the Licensee’s account and all accounts of its Authorised Users will become deactivated and access to the Software, the Regulatory Advice Service and the Materials added to the Software shall cease.
2. No refund will be provided on termination against any advance payment unless termination is effected by the Licensor.
3. The Licensor reserves the right to withdraw any of the facilities of the Software giving three months’ notice to the Licensee of such withdrawal.
4. The Licensor reserves the right to suspend or terminate the service without notice if it becomes aware of any circumstances that may affect the continuity of this agreement such as, without limitation, the circumstances stated below:
  1. the Licensee enters or petitions for bankruptcy, or petitions a court for protection from creditors
  2. the Licensee fails to pay License Fees by the due date
  3. the Licensee attempts to upload to the Server any additional software, whether malicious or not, or attempts to copy, amend or delete any of the Software
  4. the Licensee breaches the intellectual property or confidentiality rights of the Licensor or any third party
  5. the Licensee uploads personal data or other data that is offensive or libellous
  6. the Licensor is obliged to terminate service by law or by court order; or
  7. any event occurs which unavoidably prevents normal operation of the Server, the Software or availability of the Data
5. The Licensor reserves the right to suspend or terminate the service provided to a specific Authorised User of the Licensee in an event it is notified that any Authorised User:
  1. enters or petitions for bankruptcy, or petitions a court for protection from creditors
  2. attempts to upload to the Server any additional software, whether malicious or not, or attempts to copy, amend or delete any of the Software
  3. breaches the intellectual property or confidentiality rights of the Licensor, Licensee or any third party
  4. uploads personal data or other data that is offensive or libellous
  5. the Licensor is obliged to terminate service by law or by court order
6. The Materials will be immediately inaccessible from the Software upon cancellation. However, the Materials will remain in the Software and on the Server for 12 months. Renewal of contract within these 12 months will result in the Licensee’s account being re-activated and the Materials becoming accessible again.
7. After 12 months post cancellation of the contract, if the contract is not renewed within the 12 months’ period, the Licensor can remove the Materials from backups and the Materials will not be recoverable.
8. The Licensee must notify the Licensor in writing if the Licensee wishes all Materials to be deleted upon termination or at any time during the 12 month post-termination period.
9. Requests for the Licensor to extract and make available the Materials via email or post must be made in writing, by the Licensee, on or before the termination date. This service will incur an administrative processing fee of £175 per hour and carries a minimum charge of £500. The Licensor will make such Materials available within 5 Business days following receipt of full payment of the processing fees and charges.
System Maintenance
1. Periodically the Licensor will update the Software to its latest version.
3. This will occur on a Friday between 9am and 5pm GMT with downtime starting at 9am.
4. This will be communicated to the Licensee at least 24 hours in advance, but typically communication will be 30 days in advance.
5. Software updates are scheduled to happen frequently.
6. Email and telephone support will continue to be available during these update windows.
7. Availability of Data and performance may be impacted immediately following an update. The Licensor will use best efforts to resolve any such impairment within 24 hours.
8. During usual operation, developers, testers, or users may find errors, bugs, or faults within the Software. When this is detected and communicated, the Licensor will use its reasonable endeavours to resolve any such impairment within 24 hours.
9. Patches to minor bugs will be rolled out to the live platform without any downtime occurring.
10. Patches to major bugs where downtime is required will be communicated at least 24 hours in advance. If possible the patch will be scheduled for Friday at 9am GMT.
11. If the patch is deemed by the Licensor to impact sufficiently on Licensees such that delaying until Friday would be detrimental to the operation of the Software, it will be issued 24 hours after notification.
12. Patches regarding security issues will be applied immediately and may not include a 24 hour notice period.
Warranties
1. The Licensor warrants that the Software shall perform substantially in accordance with its specifications with an availability as measured at the Server of greater than 95% during a single calendar month, excluding scheduled maintenance as defined in clause 8. Breach of these guidelines by the Licensor or his agents during any calendar month will be remedied solely by the return or crediting of 25% of the equivalent of one month's licensing fee, or 50% of the equivalent of one month's licence fee if availability falls below 90%. Such return or crediting only to be agreed if requested in writing or email by the Licensee before the end of the calendar month following the calendar month that the breach occurred.
2. The person who is signing this agreement for the Licensee warrants that he or she has the legal authority to enter the Licensee into this agreement.
3. The Licensee shall defend, indemnify and hold harmless the Licensor against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Licensee's or its Authorised Users’ breach of this contract or the use of the Software and/or Materials, provided that:
  1. the Licensee is given prompt notice of any such claim
  2. the Licensor provides reasonable co-operation to the Licensee in the defence and settlement of such claim, at the Licensee's expense
  3. the Licensee is given sole authority to defend or settle the claim
Liability
1. The Software, the Regulatory Advice Service, and any of the Data provided by the Licensor (and any third party products, Data or services), is provided on an "as is" basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, merchantability, compatibility, security and accuracy. In no event will the Licensor be liable for any damages including, without limitation, indirect or consequential damages, or any damages whatsoever arising from use or loss of use, data, or profits, whether in action of contract, negligence or other tortious action, arising out of or in connection with the use of this Software. The Licensor does not limit its liability for death or personal injury to the extent only that it arises as a result of the negligence of the Licensor, its directors or its employees.
GDPR
1. The Licensor shall conduct processing activities in relation to Personal Data which shall comply in all respects with the requirements of GDPR.
2. The Licensee shall:
  1. process the personal data only upon the written instructions of the Licensee (unless required by law to act without, or in contravention of, such instructions)
  2. ensure that its staff members who process the Personal Data of the Licensee are subject to a duty of confidentiality
  3. take appropriate measures to ensure the security of processing, including without limitation measures required to comply with Article 32 of GDPR
  4. where the Licensor wishes to use a sub-contractor who will be processing Personal Data of the Licensee, only to appoint the sub-contractor with the prior knowledge of the Licensee and to ensure that there is a written contract between the Licensor and the sub-contractor, which imposes upon the sub-contractor the obligations similar to those set out in this Agreement
  5. assist the Licensee (at the cost of the Licensee) in providing subject access and allowing data subjects to exercise their rights under GDPR
  6. assist the Licensee (at the cost of the Licensee) in meeting its GDPR obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments (DPIAs) insofar as it is possible for the Licensor to do so
  7. delete all personal data of the Licensee as requested upon expiry or earlier termination of the agreement unless such data is required for any lawful purpose; and
  8. submit to audits and inspections, provide the Licensee with whatever information it needs to ensure that both Parties are meeting their respective obligations pursuant to Article 28 of GDPR, and inform the Licensee forthwith if it is asked to do something which it believes would infringe GDPR.
3. In delivering its obligations set out above, the Parties agree that:
  1. the Licensor shall be entitled to process personal data for the purpose of the delivery of its obligations pursuant to this agreement.
  2. the Licensor shall not retain the personal data for any longer period of time than is necessary for the performance of its obligation hereunder. The Licensor shall delete or anonymise all personal data no later than 12 months from the date upon which the use of such personal data was completed, unless the Licensee notifies the Licensor in writing that it wishes to retain such data for a period in excess of the 12 month period.
Force Majeure
1. In case of any non-performance caused by circumstances beyond its control, including fires, floods, earthquakes, wars, strikes, riots, civil commotions, terrorism, epidemics, infrastructure failure, malicious code and denial of service attacks, the Licensor reserves the right to suspend availability of the Software, the Data and/or the Regulatory Advice Service without notice.
Confidentiality
1. Neither Licensor nor Licensee shall at any time, divulge or allow to be divulged to any person, any Confidential Information other than to authorised employees of either party, unless required to do so by law. All information not already in the public domain shall be considered confidential. The duty of confidentiality shall survive the termination of this agreement by a period of three years..
Intellectual Property
1. Use of the Software and the Regulatory Advice Service confers no ownership rights of the Intellectual Property and only licenses rights in the Intellectual Property solely to the extent granted by this agreement.
2. The Licensee retains all Intellectual Property Rights in the Materials, and grants the Licensor a licence to such Intellectual Property Rights to the extent required to perform its obligations under this agreement.
3. All Intellectual Property Rights in any works arising in connection with the performance of the services by the Licensor shall be the property of the Licensor, and the Licensor hereby grants to the Licensee a non-exclusive licence to such Intellectual Property Rights for the purposes of using the Materials.
4. The Licensee shall indemnify the Licensor against all damages, losses and expenses arising as a result of any action or claim that the Data supplied to the Licensor for incorporation as the Materials infringe any Intellectual Property Rights of a third party.
5. At its own expense, the Licensee shall, and shall use its best endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to clause 13.2.
Disputes
1. Any dispute between Licensor and Licensee shall be attempted to be resolved amicably within 21 days by reasonable negotiation. If there is a failure to agree after this period, then disputes shall be finally settled under the Rules of Conciliation and arbitration of the International Chamber of Commerce and Industry by one or more arbitrators appointed in Manchester UK in accordance with the said Rules or by mediation using a mediator appointed by CEDR (The Centre for Effective Dispute Resolution), London.
Governing law
1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
2. If any part of this agreement should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these Terms and Conditions are intended to be effective; then those terms shall be severed and deleted from this agreement and the remaining terms and conditions shall survive, remain in full force and effect and continue to be binding and enforceable.
Jurisdiction
1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.