SERVICE LICENCE — TERMS AND CONDITIONS
Orders for the CRU Product are accepted by CRU and the CRU 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 the CRU Product, paying an Invoice or otherwise acknowledging these Terms and Conditions, the Customer accepts and agrees to be bound by these Terms and Conditions.
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 the CRU Product;
"CRU" means CRU International Limited, Chancery House, Chancery Lane, London WC2A 1QS, United Kingdom;
"CRU Data" means the prices, production, consumption, import, export, inventories and all other data provided by or available from CRU;
"CRU Information" means the analysis and news provided by or available from CRU;
"CRU Model" means an economic or other model provided by or available from CRU;
"CRU Software" means the software applications, desktop or web-based, licensed by or available under licence from CRU;
"CRU Product" means the product supplied by CRU as specified on the Invoice, consisting of one or more of the CRU Data, CRU Information, CRU Model, and CRU Software;
"Customer" means you or the customer named on the Invoice or a party which otherwise uses or orders the CRU Product;
"Derivative Work" means any work generated or developed by the Customer which is based on the CRU Product or an underlying work in relation to this work (including translations, abridgements, condensations, or any other form in which a work may be recast, transformed or adapted);
"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, rights in computer software, 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 CRU for payment by you, the Customer, for the supply by CRU of the CRU Product 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 the CRU Product as specified on the Invoice;
"Named Authorised Licensed User(s)" means, in respect of each CRU Product, each named employee of the Customer having licensed access to such CRU Product as agreed in writing between the Customer and CRU;
"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, CRU hereby grants to the Customer a perpetual (except as otherwise specified or terminated in accordance with these Terms and Conditions), non-exclusive, personal, non-assignable and non-transferable licence to use the CRU Product 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 the CRU Product is restricted to the Customer and the Named Authorised Licensed Users on behalf of the Customer agreed in writing by CRU 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 the CRU Product shall immediately cease and the Customer shall immediately notify CRU of the Named Authorised Licensed User's departure. The Customer may specify a replacement Named Authorised Licensed User by prior written notice to CRU.
3.3 The Customer shall ensure that the CRU Product is 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 the CRU Product.
3.4 Named Authorised Licensed Users may access the CRU Product 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 the CRU Data, CRU Information, and CRU Model, on a computer or mobile device;
3.4.2 to print, download and store insubstantial portions of the CRU Data and CRU Information on the Customer's computer system, for the exclusive use of the Named Authorised Licensed User on behalf of the Customer;
3.4.3 to create a Derivative Work containing no more than an insubstantial portion of the CRU Data and CRU Information;
3.4.4 if delivered electronically in PDF format or Excel, to create one single copy of the CRU Product, for the exclusive use of the Named Authorised Licensed User.
3.5 The Customer shall ensure that all CRU confidentiality and proprietary markings are retained in a clearly visible manner on the CRU Product and on all copies thereof and that all Derivative Work identify in a clearly visible manner that such Derivative Works contains or is derived from CRU confidential and proprietary information.
3.6 Except as otherwise expressly authorised and commercial terms agreed by CRU 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 the CRU Product for distribution or otherwise disclose the CRU Product to unauthorised persons either within or outside the Customer's company;
3.6.2 make the CRU Product 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 the CRU Product 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 of the CRU Software, databases or other systems used by CRU to provide the CRU Product;
3.6.6 re-sell the CRU Product to others.
3.7 The Customer shall ensure that only Named Authorised Licensed Users have access to and use of the CRU Product 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 the CRU Product.
4. Limited Term Licences
Where the CRU Product is supplied on a Limited Term licence:
4.1 the right to access or use the CRU Product 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 CRU, the Customer shall then make no further use of the CRU Product; and
4.2 upon expiry or termination of the Limited Term, the Customer shall promptly destroy all copies held by the Customer of the CRU Product and confirm to CRU that it has done so.
5. Intellectual Property
5.1 Except as expressly set forth herein, all Intellectual Property Rights in the CRU Product are and shall remain at all times the property of CRU.
5.2 The Customer shall promptly notify CRU of any unlicensed use of CRU'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 the CRU Product breaches the rights of any third party.
Where CRU offers support, documentation, training or assistance in relation to any CRU Product, this is available only to Named Authorised Licensed Users unless CRU specifically agrees in advance and in writing to the contrary with the Customer.
7.1 In lieu of and to the exclusion of all liability that CRU would otherwise have and rights that the Customer would otherwise have in relation to the quality, performance or specification of any CRU Product (including, without limitation, under express or implied warranties, representations and conditions, statutory or otherwise, relating thereto), as the Customer's sole remedy and CRU's sole obligation in respect thereto, CRU will (at its option) correct or replace any CRU Product if:
7.1.1 any media on which such CRU Product 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 CRU Product materially prejudicing the Customer's ability to extract CRU Data or CRU Information from the CRU Product or use any model or tool therein contained;
provided that such defect is notified to CRU within ninety (90) days of the date of its supply to the Customer, and CRU is satisfied that the CRU Product has been properly used on the computer and with the operating system for which it was designed;
7.2 Nothing herein shall limit CRU'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 CRU's total aggregate liability in any Contract Year under these Terms and Conditions or otherwise in respect of the CRU Product (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 CRU Product concerned in that Contract Year as stated on the Invoice; and
7.3.2 CRU shall not be liable in contract, tort (including negligence), breach of statutory duty, or otherwise under any circumstances for any:
220.127.116.11 loss of profits;
18.104.22.168 loss of revenue;
22.214.171.124 indirect, special or consequential loss or damage of any kind howsoever arising;
126.96.36.199 loss of business opportunities; or
188.8.131.52 loss of or damage to goodwill;
suffered or incurred by the Customer under or in connection with the CRU Product or these Terms and Conditions.
CRU 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.
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.
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 CRU, and any purported assignment without such approval shall be null and void. These Terms and Conditions, together with the Invoice, constitute 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 CRU and the Customer below or CRU having delivered an Invoice to the Customer pursuant to CRU'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 CRU's terms and conditions, reference should be made to CRU's sales representative within the Customer's region.