Terms and Conditions

Roskill Information Services Limited—Terms And Conditions

Governing Law and Jurisdiction

These terms of use are governed by and construed and interpreted in accordance with the laws of England and Wales and you agree that the English courts shall have exclusive jurisdiction in any dispute.

Orders for Roskill Products are accepted by Roskill Information Services and the Roskill Product is supplied to the Customer only on the basis of these Terms and Conditions unless specifically stated otherwise on the Invoice. By placing an order for Roskill products, paying an Invoice or otherwise acknowledging these Terms and Conditions, the Customer accepts and agrees to be bound by these Terms and Conditions.

1. Definitions

In these Terms and Conditions the following words and expressions shall have the following meanings:

“Contract Year” means, except as otherwise stated, one (1) year from the date of the Invoice for Roskill products and services.

“Roskill” means Roskill Information Services Ltd, 54 Russell Road, London.  SW19 1QL. United Kingdom.

“Roskill information” means the analysis, prices, production, consumption, import, export, inventories, news and all other data provided by or available from Roskill;

“Customer” means you or the customer named on the Invoice or a party which otherwise uses or orders the Roskill Product;

“Insolvency Event” means in relation to the Customer, where the Customer ceases to trade, or a proposal is made for (or the Customer enters into) a voluntary arrangement under Part I of the Insolvency Act 1986  or a scheme of arrangement under section 425 of the Companies Act 1985 or it compounds with its creditors generally or becomes otherwise unable to meet its debts as and when they fall due or suffers any similar action in consequence of debt or becomes insolvent or goes into liquidation or if a resolution is passed for its winding up (other than for the purposes of a solvent amalgamation or reconstruction where any successor company agrees to be bound by or assume the obligations under these Terms and Conditions) or if a receiver, administrative receiver, administrator, manager, provisional liquidator or other similar officer is appointed over all or any of its assets or undertaking or any application is made or notice of intention to appoint served or other step taken including the passing of a resolution in connection with the appointment of an administrator in respect of the Customer or the Customer suffers any similar or analogous event under applicable laws as a result of debt;

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, 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.

“Invoice” means the invoice provided by Roskill for payment by you, the Customer, for the supply of Roskill products and services as set out on that invoice;

“Limited Term” means a limited period set out in the Invoice during which the Customer and their Named Authorised Licensed Users have access to Roskill products and services as specified on the Invoice;

“Named Authorised Licensed User(s)” means, in respect of each Roskill product, each named employee of the Customer having licensed access to such Roskill product as agreed in writing between the Customer and Roskill;

“Specified Sites” means the sites of the Named Authorised Licensed Users.

2. Licence and Payment

2.1 In consideration of and subject to prior payment in full of the Invoice, Roskill hereby grants to the Customer a perpetual (except as otherwise specified or terminated in accordance with these Terms and Conditions), non-exclusive, non-assignable and non-transferable licence to use Roskill products and services as set out herein.

2.2 Payment of the Invoices shall be made in accordance with the payment terms and in the currency as stipulated on the Invoice.

3. Licence Restrictions

3.1 The Customer’s use of Roskill products and services is restricted to the Customer and the Named Authorised Licensed Users on behalf of the Customer agreed in writing by Roskill and the Customer within Specified Sites, where those Specified Sites are 100% owned subsidiaries of the Customer.

3.2 If any Named Authorised Licensed User leaves the Customer’s employment, that Named Authorised Licensed User’s access to Roskill products and services shall immediately cease and the Customer shall immediately notify Roskill of the Named Authorised Licensed User’s departure.  The Customer may specify a replacement Named Authorised Licensed User by prior written notice to Roskill.

3.3 The Customer shall ensure that Roskill products and services are kept secure, shall use the best available practices and systems to enforce the use restrictions of these Terms and Conditions and shall prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of Roskill products and services.

3.4 Named Authorised Licensed Users may access Roskill products and services solely for the Customer’s own normal internal business purposes, for these purposes only and in the following manner only:

3.4.1 to display and view Roskill products and services on a computer or mobile device;

3.4.2 to print, download and store insubstantial portions of Roskill products and services information on the Customer’s computer system, for the exclusive use of the Named Authorised Licensed User on behalf of the Customer;

3.4.4 if delivered electronically in PDF format or Excel, to create one single copy of Roskill products for the exclusive use of the Named Authorised Licensed User.

3.5 The Customer shall ensure that all Roskill confidentiality and proprietary markings are retained in a clearly visible manner on Roskill products and services and on all copies thereof and that all Derivative Works identify in a clearly visible manner that such Derivative Works contains or is derived from Roskill confidential and proprietary information.

3.6 Except as otherwise expressly authorized and commercial terms agreed by Roskill in advance and in writing, neither the Customer nor any Named Authorised Licensed Users on the Customer’s behalf or otherwise may:

3.6.1 Make printouts or copies of Roskill products for distribution or otherwise disclose Roskill products to unauthorised persons either within or outside the Customer’s company;

3.6.2 Make Roskill products and services available to unauthorised persons on a local area network, a wide area network or any intranet or extranet;

3.6.3 Abstract, download, store, reproduce, transmit, display, copy or distribute Roskill products and services for use other than as permitted herein;

3.6.4 Create any Derivative Work for external purposes otherwise than as expressly agreed;

3.6.5 Decompile, disassemble or reverse engineer any systems used by Roskill to provide Roskill products and services.

3.6.6 Resell Roskill product to others without express written permission from Roskill.

3.7 The Customer shall ensure that only Named Authorised Licensed Users have access to and use of Roskill products and services and that the Named Authorised Licensed Users comply at all times with these Terms and Conditions.  `

3.8 The Customer shall expressly agree that use of Third Party Data is at the Customer’s own risk.  Accordingly, the third party licensors will not in any way be liable to the Customer or any other entity for any inaccuracies, errors, omissions, delays, damages, claims, liabilities or losses, regardless of cause, in or arising from the use of the Third Party Data contained in Roskill products and services.

4. Limited Term Licences

Where Roskill products are supplied on a Limited Term licence:

4.1 the right to access or use Roskill products and services on a computer or mobile device ends automatically at the end of the stated Limited Term and, unless the licence is renewed by agreement with Roskill, the Customer shall then make no further use of Roskill products and services and

4.2 upon expiry or termination of the Limited Term, the Customer shall promptly destroy all copies held by the Customer of the Roskill product and confirm to Roskill that it has done so.

5. Intellectual Property

5.1 Except as expressly set forth herein, all Intellectual Property Rights in the Roskill Product are and shall remain at all times the property of Roskill Information Services Ltd.

5.2 The Customer shall promptly notify Roskill of any unlicensed use of Roskill’s intellectual property rights (whether by the Customer’s employees, agents or any third party) which comes to their attention and any allegation by any person that the use of Roskill products and services breaches the rights of any third party.

6. Support

Where Roskill offers support, documentation, training or assistance in relation to any Roskill Product, this is available only to Named Authorised Licensed Users unless Roskill specifically agrees in advance and in writing to the contrary with the Customer.

7. Liability

7.1 In lieu of and to the exclusion of all liability that Roskill would otherwise have and rights that the Customer would otherwise have in relation to the quality, performance or specification of any Roskill Product (including, without limitation, under express or implied warranties, representations and conditions, statutory or otherwise, relating thereto), as the Customer’s sole remedy and Roskill’s sole obligation in respect thereto, Roskill will (at its option) correct or replace any Roskill Product if:

7.1.1 Any media on which such Roskill products and services has been supplied contains, on such supply, a defect in materials and workmanship; or

7.1.2 There is, on supply, a defect in the Roskill Product materially prejudicing the Customer’s ability to extract Roskill information from the Roskill product or use any model or tool therein contained;

Provided that such defect is notified to Roskill within ninety (90) days of the date of its supply to the Customer, and Roskill is satisfied that the Roskill product has been properly used on the computer and with the operating system for which it was designed.

7.2 Nothing herein shall limit Roskill’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

7.3 Notwithstanding any other provision of these Terms and Conditions:

7.3.1 Roskill’s total aggregate liability in any Contract Year under these Terms and Conditions or otherwise in respect of Roskill products and services (including, without limitation, defaults in delivery, loss or damage incurred through use thereof, and all liability for negligence) shall be limited to the total amount payable by the Customer for the Roskill products and services concerned in that Contract Year as stated on the Invoice; and

7.3.2 Roskill shall not be liable in contract, tort (including negligence), breach of statutory duty, or otherwise under any circumstances for any: Loss of profits; Loss of revenue; Indirect, special or consequential loss or damage of any kind howsoever arising; Loss of business opportunities; or Loss of or damage to goodwill;

Suffered or incurred by the Customer under or in connection with the Roskill product or these Terms and Conditions.

8. Termination

Roskill may terminate the licence granted herein if the Customer commits any material breach of these Terms and Conditions and fails to remedy it within fourteen (14) days after receiving notice of the breach, or the Customer is subject to an Insolvency Event. Clauses 3.6, 4, 5.1 7, 8, 9, 10 and 11 shall survive any expiry or termination of the agreement represented by these Terms and Conditions and remain in full force and effect thereafter.

9. Law/Jurisdiction

These Terms and Conditions and any dispute arising under or in connection with it shall be construed in accordance with the laws of England and Wales and the Parties hereby irrevocably submit to the exclusive (non-exclusive in relation to any of the enforcement of judgments, the protection of confidential information and the protection of Intellectual Property Rights) jurisdiction of the courts of England and Wales.

10. General

If any provision(s) of these Terms and Conditions shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, such provision(s) shall be enforced, if possible, to the maximum extent permitted by law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. These Terms and Conditions may not be assigned or transferred by the Customer, directly or indirectly (whether by a sale of assets or equity, merger, reorganisation or otherwise), without the prior written consent of Roskill, and any purported assignment without such approval shall be null and void. These Terms and Conditions, together with the Invoice, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to the subject matter hereof.  The Parties confirm that they are not relying on any representation term or understanding which is not expressly set out or referred to in this Agreement.  These Terms and Conditions may be amended or supplemented only by a writing signed by the Parties. The Contract (Rights of Third Parties) Act 1999 shall not apply to these Terms and Conditions and no person other than one of the Parties to these Terms and Conditions shall have any right to enforce any term or condition hereof. These Terms and Conditions will be binding upon the Parties hereto and their successors and permitted assigns. No failure by either of the Parties to give notice of or seek a remedy for any violation of these Terms and Conditions or to insist on strict performance hereunder shall reduce, impair or affect its right to later seek such remedy or insist on such performance with respect to the same or any other violation or failure, regardless of its knowledge or lack of knowledge thereof.  The Invoice shall be deemed to be a part of the agreement represented by these Terms and Conditions.

11. Execution of these Terms and Conditions

These Terms and Conditions shall be binding upon the parties by virtue of either being signed by Roskill and the Customer below or Roskill having delivered an Invoice to the Customer pursuant to Roskill’s receipt of an order from the Customer and the Customer paying that Invoice. By paying the Invoice the Customer confirms that it has read and accepts and agrees to be bound by the Terms and Conditions.

In the event that the Customer requires any clarification of Roskill’s terms and conditions, reference should be made to Roskill’s sales representative.