This Agreement is made by and between Segmetrix Limited and you the **CLIENT**
In this Agreement the terms detailed below will have the following meanings:
Terms and Conditions means the terms and conditions of supply of Service as set out in this document, and any subsequent terms and conditions agreed in writing between Segmetrix Limited and Client;
Agreement means the contract between Segmetrix Limited and Client for the provision of the Service to which these conditions apply;
Client means a person, company or organisation at whose application Segmetrix Limited agrees to provide the Service. In the case of this Agreement, Client is **CLIENT**;
Client Account ID means the confidential access code allocated by Segmetrix Limited to Client for the authorised access to, and use of, the Service by a User;
Contact Credits the amount
Information means any proprietary document, data or other information, whether in a written or electronic format, of Segmetrix Limited and/or any third party Information Provider which is made available as part of the Service;
Order Confirmation means the confirmation of order document issued by Segmetrix Limited detailing the specific Service subscribed to by the Client and the number of designated Users authorised to use the Service;
Service means the online information service supplied by Segmetrix Limited and made available to the Client, and consisting of software, information, databases and user documentation proprietary to Segmetrix Limited, Information Providers and third party suppliers;
User means any employee, appointed representative, or onsite consultant or contractor of Client who has authorised access to the Service by use of an allocated Client Account ID and a unique User-selected User ID and password;
User ID means the unique log-on identifier selected by a User that is used in conjunction with a unique User-selected password to enable authorised access to the Service.
View means the actual subscribed list of companies, and their related information, that forms the core element of the subscription provided by the Service.
1. GRANT OF LICENCE
i. Subject to the terms and conditions of the Agreement, Segmetrix Limited grants the Client a limited, worldwide, non-exclusive and non-transferable licence to access and use the Service detailed in the Order Confirmation.
ii. Segmetrix Limited will issue to the Client a unique Client Account ID. The Client may impart the Client Account ID to designated Users, up to the maximum number stated in the Order Confirmation. The individual and unique User-selected ID and password may be used by only one named individual, per View, and may not be shared.
It is agreed by the Client that should Segmetrix Limited become aware that the maximum number of designated Users as specified in the Order Confirmation is being exceeded, Segmetrix Limited may at its discretion increase Clientís subscription fees accordingly and/or regard Clientís actions as a breach of this Agreement.
iii. Client will be responsible for the maintenance and security of the Client Account ID. Additionally, Client will be responsible for compliance by Users with all terms and conditions of this Agreement and for any User infringement of the Agreement.
2. USE AND RESTRICTIONS OF USE
i. Users may access the Service only as required to fulfil their duties within the internal operation of the Clientís business, and not for any other purpose.
ii. Client and Users will not copy or download any quantities of Information, or reproduce the Information in any other way, without the prior written authorisation of Segmetrix Limited. However, Users may copy small amounts of the Information for Clientís internal distribution and use.
iii. Client and Users will not share or circulate the Information to any third party (including any parent, subsidiary, affiliated organisation, franchisee or dealer of Client) and will retain all Information in confidence, unless the prior written permission of Segmetrix Limited has been obtained. This ban on distribution to third parties will include, without limitation, a ban on publication of the Information in the news media, the use of the Information to generate any statistical information, the use of the Information for comparison with other information databases and use of the Information in any legal proceedings. Additionally, Client and Users will not make the Service available for any use by resale, loan, rental, sub-licence or similar arrangement.
iv. Client and Users may not alter, adapt, or make modifications to the Service without the prior written authorisation of Segmetrix Limited. This includes but is not limited to, translation, de-compilation, distributing, or creating derivative works.
v. Client and Users will not use the Information as a determining factor in establishing an individualís eligibility for either credit or insurance to be used primarily for personal, family or household purposes, or for employment.
vi. Users will use the information to engage only in fair and honest practices in accordance with applicable regulations and laws, including, but not limited to, those regarding telemarketing activities, customer solicitation, data protection and privacy.
vii. Any infringement of these Restrictions of Use will constitute a material breach of this Agreement. Segmetrix Limited may, at its discretion, thereafter deny access to the Information, or take any other remedial action available to Segmetrix Limited under this Agreement or by law.
viii. The Information distributed by Segmetrix Limited may contain information protected by the Data Protection Act of 1998 (as amended) and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data. Client and Users shall comply with any applicable obligations required under such laws.
3. DELIVERY OF SERVICE
i. Segmetrix Limitedwill make the Service available to Client during the period between the Commencement and Termination dates set out in the Order Confirmation.
ii. Client will be responsible for the selection and provision of telecommunications, internet access, and any other systems and equipment required to access the Service, and for any associated charges.
4. CLIENT SUPPORT
i. Client Support will be provided between the hours of 9am to 8pm GMT Monday to Friday, during which period Segmetrix Limitedís Client Support Department will respond promptly to Clientís telephone and email enquiries concerning problems with the Service.
5. TERMINATION OF AGREEMENT
i. The Agreement will take effect on the date that the Client signs it. The term of the Agreement will continue in effect until terminated:
a. by either party without cause, effective as of the Termination Date stated on the then current Order Confirmation, provided that written notice of such intention to terminate is given to the other party at least 30 days prior to the Termination Date, or
b. by either party immediately, if the other party has breached any material term of the Agreement, or
c. by Segmetrix Limited as a result of Information unavailability from a third party Information Provider (in this event of Service discontinuance Segmetrix Limited will reimburse Client the pro rata portion of total monies paid which represents the unused portion of the subscription), or
d. by either party immediately upon receipt of written notice in the following circumstances: (i) the other party passes a resolution for winding up, or a court of competent jurisdiction makes an order to that effect; (ii) the other party admits in writing an inability to pay debts as they arise; and/or (iii) a petition for bankruptcy is presented under applicable bankruptcy protection laws or similar laws.
ii. Notification of termination of Agreement must be in writing and delivered by hand, by courier or by mail, with receipt of delivery requested. Sections 6, 7, 8, 9, 10, 11, and 12 will continue subsequent to any termination or expiration of this Agreement.
iii. Unless otherwise agreed to in writing by both parties, and notwithstanding termination under this Section 5, this Online Service Subscription Agreement will govern the Order Confirmation as implemented. Upon termination of this Agreement, Client will immediately delete or destroy any Information received from Segmetrix Limited and if requested to do so, will issue Segmetrix Limited and/or its Information Providers with confirmation of such action. This requirement will not apply to those copies of the Information retained strictly for archival purposes.
6. TOTAL CHARGES
i. Client agrees to pay the Total Charges detailed in the current or any revised Order Confirmation/s, together with any applicable taxes - at the current rate - related to the Total Charges, within 30 days following the date of invoice.
ii. In addition to its rights to terminate this Agreement in accordance with Section 5, upon written notice to Client for material breach of Agreement, Segmetrix Limited may suspend Clientís access to the Service provided that such suspension does not modify the subscription terms, Clientís obligations under the Order Confirmation, or Segmetrix Limitedís right to terminate this Agreement under Section 5. Client will be responsible for all reasonable costs and reasonable legal fees incurred by Segmetrix Limited in the collection of any overdue amount of the Total Charges, and will in addition be charged the maximum rate of interest allowed by law.
7. LIMITED WARRANTY
i. Segmetrix Limited warrants that it has the right to license the use of the Service to Client.
ii. The Service is provided to the Client Ďas isí and without warranty of any kind, including but not limited to, warranties of fitness for a particular purpose or of merchantability. Segmetrix Limited and its Information Providers do not warrant the accuracy, adequacy, completeness, timeliness or outcomes to be obtained from the Service, unless specifically stated within this Agreement.
8. LIMITATION OF LIABILITY
i. Segmetrix Limited, its Information Providers, and any third party suppliers, will not in any circumstances be liable in contract, tort, or otherwise, for any indirect, incidental or consequential loss of profit, other economic loss or punitive damages, arising out of this Agreement or the Service provided under this Agreement even if Segmetrix Limited or its Information Providers have been advised of the possibility of such damages.
ii. Except as specifically provided in Section 4, the Service is licensed Ďas isí and without support.
iii. Except as specifically provided in Section 10, in no case shall the liability of Segmetrix Limited or any Information Provider exceed the Total Charges paid by Client for the subscription term to which the claim relates.
9. PROTECTION OF CONFIDENTIAL OR PROPRIETARY SOFTWARE AND INFORMATION
i. In accepting this Agreement, Client recognises and agrees that the Information is proprietary to Segmetrix Limited and/or its Information Providers and that it comprises:
a. Trade secret information of a confidential nature; and
b. Original works of Segmetrix Limitedauthorship, including information and pre-existing materials selected by Segmetrix Limited and/or its Information Providers, and appropriately compiled, coordinated, expressed and interpreted; and
c. Information that has been created, developed and maintained using the time and financial resources of Segmetrix Limited and/or its Information Providers, so that unauthorised use or misappropriation by others for commercial gain would unfairly impact on the investment made by Segmetrix Limited and/or its Information Providers.
ii. Client therefore agrees that it will not authorise or permit any act or omission by its Users, agents, appointed representatives, employees or any third party that would jeopardise copyright, database rights or other proprietary and intellectual property rights of Segmetrix Limited and/or its Information Providers in the Information. Without the prior written approval of the Segmetrix Limited, Client will not use the trade names, trademarks, service marks or copyrighted materials of Segmetrix Limited and/or its Information Providers in listings or in any form of advertising. Client shall ensure that the copyright notice and proprietary rights legends of Segmetrix Limited and/or its Information Providers are published on all copies of the Information. Furthermore, Client agrees to take all possible appropriate security measures, equal to those which Client uses to protect its own proprietary information, to prevent the unauthorised duplication, circulation or use of the software and Information; in no circumstances shall such measures be less than commercially reasonable. Additionally, Client agrees to respect and comply with any further reasonable requests submitted by Segmetrix Limited and/or its Information Providers in order to protect their respective rights in the Clientís use of the Service.
10. PROVIDER INDEMNITY
i. Excluding those claims for which Segmetrix Limited is entitled to indemnification under the conditions of Section 11, and subject to the following conditions, Segmetrix Limited will defend, hold harmless and indemnify Client against all liabilities, costs, and expenses - including reasonable legal fees - incurred by Client arising from any third party claim that the Service infringes a United Kingdom patent, copyright, trade secret, or other proprietary right:
a. Client will without delay notify Segmetrix Limited in writing of any notice of such claim;
b. Segmetrix Limited reserves the right to have sole control of the defence of such a claim, and of all negotiations for any settlement or compromise;
c. Client will, additionally, be entitled to participate at its own expense in its own defence;
d. In the event of the Service, software, and/or Information becoming, or in Segmetrix Limited's opinion being likely to become, the subject of any such claim, Client will allow Segmetrix Limited, at Segmetrix Limitedís own discretion and expense, to procure for Client the right to continue using the Service, software, and/or Information, or instead to modify the Service, software, and/or Information so that it becomes non-infringing. If neither of these are possible, Client will allow Segmetrix Limited to refund or credit Client the pro rata percentage of Total Charges paid representing the unused portion of the subscription; in this event the Agreement will be terminated.
11. CLIENT INDEMNITY
i. Client shall defend, hold harmless, and indemnify Segmetrix Limited and/or its Information Providers from and against all claims, liabilities, costs, and expenses - including reasonable legal fees - incurred by ** PROVIDER** and/or its Information Providers arising out of or relating to the use of the Information by:
a. individuals or organisations not authorised by this Agreement to have access to, and/or to use the Information; and
b. Client or its Users, where such use is not in accordance with the terms of this Agreement.
i. The Agreement, and all intellectual property issues, rights, and obligations shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English courts.
ii. Unless with the otherís formal written consent, neither party will assign this Agreement; such consent may not be unreasonably withheld. Either party may however without such consent assign the Agreement to any entity which is under common control with the assigning party, or which directly or indirectly controls or is controlled by them. Either party may also without consent assign the Agreement to a successor to all or substantially all of its business, assets, and obligations.
iii. Upon acceptance and signature, this Agreement will comprise the exclusive agreement between Segmetrix Limited and Client, superseding all previous arrangements, proposals and agreements, whether oral, written, or otherwise.
iv. Upon acceptance and signature, this Agreement will override any terms and conditions subsequently shown on Client's purchase order forms, to which Segmetrix Limitedís notice of objection is hereby given.
v. No part of the Agreement, or any of its provisions, may be amended or waived unless agreed upon and subsequently put in writing and signed by both parties.
vi. No party involved, either Segmetrix Limited, its Information Providers, its third party suppliers, or Client will be held responsible for any delays or performance failures caused from acts beyond their reasonable control.
vii. If any term or provision of these terms and conditions is held invalid, illegal or unenforceable for any reason, such provision will be severed and the remainder of the provisions hereof will continue in full force and effect.
viii. The Agreement will be binding upon and be effected to the benefit of the parties hereto and their respective successors and permitted assigns.
ix. Under this Agreement, User agrees that **PROVIDERíS**ís Information Providers may directly enforce their rights against User.
x. Any person who is not a party to this Agreement will not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties Act) 1999. However, this does not affect any other right or remedy of a third party which exists or is available.
Segmetrix Limited (ďSegmetrixĒ) is a company registered in England with number 05434678 whose registered office is at Venture House, Arlington Square, Downshire Way, Bracknell, Berks, RG12 1WA, UK.
For any questions regarding these terms and conditions, you can contact us by writing to us on the address above.