Terms & Conditions
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ACCESSING THE TRUCOST ONLINE PORTAL.
This licence agreement (Licence) is a legal agreement between you and Trucost Plc (us or we) for access to and use of our online portal (Portal).
BY ENTERING YOUR INFORMATION INTO THE PORTAL, YOU AGREE TO ALLOW US TO ACCESS, USE AND DISCLOSE THE INFORMATION YOU SUBMIT IN THE COURSE OF OUR BUSINESS, AND TO DISCLOSE YOUR INFORMATION TO OUR CUSTOMERS.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Portal and the materials available within the Portal (Materials) on the terms of this Licence.
1.2 Your access to the Portal shall be limited to those of your individual employees and independent contractors whom you have nominated and we have issued with an individual [login and] password in order to access the Portal in accordance with our instructions (Authorised Users).
1.3 You shall ensure that each Authorised User keeps his [login and] password confidential. You are responsible for ensuring that your Authorised Users are aware of these terms, and you remain responsible at all times for any acts or omissions of your Authorised Users whilst using the Portal and the Materials, including for any order placed with us.
1.4 Parts of the Portal are restricted to certain users and you agree not to attempt to access those sections to which you have not been given access and also to procure that your Authorised Users do not do so.
1.5 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you or your Authorised Users have failed to comply with any of the provisions of this Licence.
1.6 If you are accessing the Portal in the capacity of a “nominated supplier” of our customer(s):
1.6.1 you may enter the Portal and enter or update information about you in your profiling pages, as accessed through your password and user account; and
1.6.2 you agree that we may use the data you submit to the Portal in the course of our business.
1.7 If you are accessing the Portal as our customer, you may use the Portal as expressly permitted under your customer agreement with Trucost, and to:
1.7.1 enter or update information about you or your suppliers in your profiling pages;
1.7.2 search across supplier data made available to you by us on the Portal;
1.7.3 place orders for further services with us.
1.8 You agree that we may use the contact details of your Authorised Users entered into the Portal as part of our internal customer relationship manager system.
1.9 When using the portal, you must also comply with the provisions of Website Terms, Conditions and Notices [insert as link to policy].
2. YOUR OBLIGATIONS
2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake::
2.1.1 not to make or attempt to make alterations to, or modifications of, the whole or any part of the Portal or the Materials, nor permit any part of the Portal to be combined with, or become incorporated in, any other programs;
2.1.2 not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the software underlying the Portal, except as permitted by law;
2.1.3 to supervise and control use of the Portal and ensure that the Portal and the Materials are used by your employees and representatives in accordance with the terms of this Licence;
2.1.4 to include our copyright notice on all entire and partial copies you make of the Materials, on any medium;
2.1.5 not to provide or otherwise make available the Portal or the Materials in whole or in part in any form to any person other than Authorised Users without prior written consent from us.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Portal and the Materials belong to us and our licensors, that rights in the Portal and Materials are licensed (not sold) to you, and that you have no rights in, or to, the Portal or the Materials other than the right to use them in accordance with the terms of this Licence.
3.2 The integrity of the Portal is protected by technical protection measures (TPM) so that our intellectual property rights, including copyright, in the Portal are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor apply or manufacture for sale or hire, import, distribute, sell or let for hire, offer or expose for sale or hire, advertise for sale or hire or have in your possession for private or commercial purposes any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of such TPM. [is this relevant?]
4. NO WARRANTY
4.1 The Portal and Materials are provided “as is”, without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non infringement. In no event shall we be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the Portal or the Materials.
4.2 Nothing in this Licence shall exclude or in any way limit the our liability for fraud, or for death or personal injury caused by our negligence, or any other liability to the extent that it may not be excluded or limited as a matter of law.
5. TERMINATION
5.1 We may terminate this Licence immediately by written notice to you if:
5.1.1 you commit a material or persistent breach of this Licence or any other agreement with us, which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or
5.1.2 a petition for a bankruptcy order to be made against you has been presented to the court; or
5.1.3 you become insolvent or unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986).
5.2 Upon termination for any reason:
5.2.1 all rights granted to you under this Licence shall cease;
5.2.2 you must cease all activities authorised by this Licence;
5.2.3 subject to any entitlement to retain Materials on termination under any other agreement with us, you must immediately delete or remove the Materials from all computer equipment in your possession, and immediately destroy or return to the us (at our option) all copies of the Materials then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
6. TRANSFER OF RIGHTS AND OBLIGATIONS
6.1 This Licence is binding on you and us, and on our respective successors and assigns.
6.2 You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
7. OTHER SERVICES
Any other services we may offer from the Portal and which are subject to further payment to us will also be governed by our Terms of Business. [Attach link]
8. NOTICES
8.1 You should send all notices to us by post to Trucost Plc, 22 Chancery Lane, London WC2A 1LS. We will send notices to you to the postal address set out on any Order Form you submit, or otherwise at the email address or postal address you provide to us, unless you notify us in writing in advance of any change of details. All notices given under this agreement must be in English. Normal rules of service will apply.
9. EVENTS OUTSIDE OUR CONTROL
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by events outside our reasonable control (Force Majeure Event).
9.2 A Force Majeure Event means any circumstances beyond the reasonable control of either party to this Licence including but not limited to adverse natural events such as fire, storm, flood and extreme weather conditions; the outbreak of hostilities, riot, civil disorder or commotion; acts of terrorism; industrial disputes or acts or defaults of any local or central government or other competent authority
9.3 Our performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Licence may be performed despite the Force Majeure Event.
10. WAIVER
10.1 If we fail, at any time during the term of this Licence, to insist upon strict performance of any of your obligations under this Licence, or if we fail to exercise any of the rights or remedies to which we are entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
11. THIRD PARTY RIGHTS
11.1 A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
12. SEVERABILITY
If any of the terms of this Licence 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.
13. ENTIRE AGREEMENT
13.1 This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Portal and Materials and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
13.2 We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into this Licence except as expressly stated in this Licence.
13.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.
14. LAW AND JURISDICTION
This Licence is governed by English law and in the event of any dispute which cannot be resolved amicably between the parties, the parties hereby submit to the exclusive jurisdiction of the English Courts without reference to conflict of law principles.