Croner-i Ltd, a company registered in England and Wales with company registration number 10878116, having its registered office at Victoria Place Manchester M4 4FB (“the Supplier”) is the provider of Digital Content, Advice Lines Services as well as news and update services that the Supplier, in its sole discretion, chooses to provide from time to time (“the Services”).
The customer (as more fully identified on any documentation including the Agreement and/or the invoice) (“the Customer”) wishes to purchase the Services that the Supplier is willing to supply strictly subject to the Terms and Conditions set forth below.
Herein and after each referred to as a “Party” and collectively as
1 Subscription Services
1.1 The subscription period (The Initial Period) begins on the Date shown in the Agreement (The Commencement Date) and shall last for the period shown in the Agreement with no provision for early termination.
1.2 The contract shall continue automatically after the Initial Period for the same period (the Renewal Period) unless terminated by the Customer giving a minimum of three months’ written notice to expire at the end of the Initial Period or any subsequent Renewal Period.
1.3 The Supplier shall have the right to terminate this Agreement, at any time, by providing the Customer with 30 (thirty) days prior written notice of its intention to do so.
2 Subscription Services Payment
2.1 The price payable shall be the total price specified in the Agreement as at the Commencement Date, less any discounts agreed in advance by the Supplier. All amounts stated are exclusive of VAT (Value Added Tax) at the rate in force at the date any payment is required from the Customer.
2.2 Croner-i Ltd shall be entitled, at the end of the Initial Period and any subsequent Renewal Period, to increase the fees under this agreement by up to 7% for the following contract period.
2.3 The Customer shall pay the subscription price identified on any invoice within 30 (thirty) days of the invoice date.
2.4 Where payment is not made in accordance with clause 2.3 and provided that the invoice (or part thereof) is not subject of a genuine dispute between the Parties, the Supplier shall be entitled to charge interest accruing daily on the outstanding amount at the rate of 4% per annum above the National Bank of England base rate for the time being in force, from the due date until the outstanding amount is paid in full. The Supplier reserves the right not to make any delivery until payment is received.
2.5 The Customer shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
2.6 The Supplier may accept payment made in instalments from the Customer, provided that such payment mechanism has been agreed between the Parties in writing in advance of the Commencement Date. For the avoidance of doubt, such acceptance by the Supplier shall remain in its sole discretion and shall not be binding on the Supplier for any subsequent anniversary of the Commencement Date with the exception of the period for which the acceptance relates to.
2.7 The Parties agree that clause 2.6 is not intended to change the nature of the subscription term offered by the Supplier such that it is interpreted or construed to become a monthly or quarterly subscription by reference to the instalment period and notwithstanding any termination prior to the anniversary of the Commencement Date the Customer shall remain liable to settle any outstanding subscription price to the end of that subscription period ending on the relevant anniversary of the Commencement Date.
3 Digital Content Grant of Licence
3.1 The Customer is granted a personal, non-exclusive, non-transferable and time limited licence to access and use the Digital Content for the Customer’s core, primary, established and usual business activities.
3.2 The licence is granted strictly subject to the terms and conditions set out in Schedule 1 (as may be amended by the Supplier from time to time in its sole discretion) and otherwise subject to the terms and conditions of this Agreement will terminate automatically on the termination of this Agreement for any reason.
3.3 Access to the Digital Content shall be permitted strictly for the Authorised Users as set out in the Agreement, or as otherwise notified to the Customer by the Supplier. Unless otherwise stated, usage levels refer to the totality of different users who are required to access the service in the customer organisation.
3.4 Selected information packages include Digital Content versions of all/part of the service as an integral part of the overall service. The Customer will be provided with Digital Content containing the work and software and/or online access instructions as required enabling access and use through a computer or other electronic device as may be specified in the Agreement. Digital Content provided through any other digital delivery mechanism is supplied subject to the licence terms and/or in accordance with the provisions of this Agreement.
3.5 The Customer agrees to accept these terms prior to accessing and using Digital Content. Any such access and use of the Digital Content shall be treated as the Customer’s acceptance of the terms and conditions in this Agreement.
3.6 The Customer understands that for some Digital Content there are minimum system requirements which the Customer must meet prior to it being able to access or use the Digital Content in question and that the Customer will be responsible for ensuring that its systems are able to meet such requirements before purchasing the Services.
3.7 The Customer shall issue passwords and other access information only to its Authorised Users and shall ensure that Authorised Users do not divulge their passwords or other access information to any third party.
3.8 The Customer shall ensure that in the event that an Authorised User leaves its employ their password and other access information is immediately revoked.
3.9 The Customer shall remain at all times in control of its access information and it shall remain responsible for any unauthorised access or other irregularity in respect of its account including those of its users whether currently or previously Authorised Users.
3.10 The Customer shall keep full and up-to-date records of all of its Authorised Users and shall provide the Supplier with details of these upon request. The Customer shall safeguard the IPR, Confidential Information and any other proprietary rights of Supplier or the Supplier’s licensors.
4.1 In consideration of the Services to be provided by the Supplier to the Customer, the Customer shall pay the subscription service fee as set out on the invoice, to the Supplier in accordance with the terms and conditions of this Agreement.
4.2 The Supplier expressly does not warrant that any result or objective whether stated in this Agreement or not shall be achieved, be achievable or be attained at all or by a given date or any other date. For the avoidance of doubt time shall not be of the essence in this Agreement.
4.3 The Supplier reserves the right at any time to alter, amend, change, modify or withdraw the format, the features and/or benefits that comprise the Services. The Customer’s continued use of the Services after any notification of such change shall be deemed to constitute acceptance of any such change or modification.
4.4 Except in the case of death or personal injury caused by the Supplier’s negligence, the Supplier’s liability under or in connection with the Services under this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the annual subscription service fee paid to the Supplier under this Agreement.
4.5 The Supplier shall not be liable to the Customer whether in contract, tort, negligence, breach of statutory duty, misrepresentation or otherwise, under or in connection with this Agreement for any : (i) loss of contracts, loss of profits, loss or reduction to goodwill, loss of opportunity, loss of revenue and/or anticipated savings, loss of business opportunity, destruction of data, punitive damages or losses suffered by any third parties irrespective of whether or not such loss is direct, indirect, special or consequential; (ii) indirect, consequential or special loss whether or not the Supplier was aware of circumstances giving rise to any such loss.
4.6 The Customer shall indemnify and hold harmless the Supplier from and against all Claims and Losses arising from loss, damage, liability, injury to the Supplier’s and/or its employees, consultants, or other representatives and third parties, infringement of third party intellectual property rights or third party losses by reason or arising out of the Customer or its Authorised Users access and use of Digital Content outside of that expressly permitted by this Agreement, or any information or other materials supplied to the Supplier by the Customer within or outside the scope of this Agreement. “Claims” shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise) and “Losses” shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
4.7 Each of the Parties acknowledges that in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.
4.8 Nothing in this Agreement excludes liability for fraud or fraudulent misrepresentation.
5 Intellectual Property Rights
5.1 The Customer acknowledges that all IPR in the Services are vested into and shall remain vested in the Supplier or its licensors at all times. The Customer warrants that it shall not engage in any unauthorised use, copying, renting or distribution or other act restricted by copyright in respect of any Services, or part thereof, in which copyright subsists under this Agreement.
5.2 The Customer warrants that it and all of its Authorised Users shall observe the obligations under this Agreement and ensure that its actions do not infringe the IPR of the Supplier (and any relevant third parties) in the Digital Content or otherwise breach the license granted to it under this Agreement.
5.3 The Customer and its Authorised Users shall ensure that any infringement or suspected infringement of the Supplier’s IPR by third parties shall be notified to the Supplier immediately. The Customer warrants that it and its Authorised Users shall maintain observance of this Agreement and that any unauthorised use of the Digital Content and/or failure to comply with the terms and conditions specified in this Agreement by it or any of its Authorised Users shall be notified to the Supplier immediately and that the Customer shall ensure that such activity ceases immediately and any recurrence prevented.
5.4 The Customer shall not make any admission as to liability or compromise or agree to any settlement of any claim or alleged claim against the Supplier in relation to IPR infringement without the prior written consent of the Supplier.
6 Technical Assistance and Support
6.1 Although the Supplier will use its reasonable endeavours to provide the technical advice and support necessary to access the Digital content provided by the Supplier no warranty or representation is made regarding the availability of the Assistance.
6.2 Helpline call usage will be based on fair usage in accordance with the terms of Clause 10 of Schedule 2.
7.1 Any of the Parties hereto (individually a Recipient Party) shall keep the Confidential Information of the other (The Disclosing Party) confidential and secret, whether disclosed to directly or indirectly received by them. The Recipient shall only use the Confidential Information of the Disclosing Party for the purpose of performing the
Recipient’s obligations under this Agreement. The Recipient shall inform its officers, employees and agents of the Recipient’s obligations under the provisions of this clause 8, and ensure that the Recipient’s officers, employees and agents meet the obligations.
7.2 The obligations of clause 7.1 shall not apply to any information which: i) was known or was in the possession of the Recipient before it was provided to the Recipient by the Disclosing Party; ii) is, or becomes, publicly available through no fault of the Recipient; iii) is provided to the Recipient without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure; iv) was independently developed by the Recipient (or on its behalf) who had no direct access to, or use or knowledge of the Confidential Information supplied by the Disclosing Party; or v) is required to be disclosed by law, a court order of competent jurisdiction or any governmental or regulatory authority.
7.3 Neither Party shall disclose to any third party Confidential Information belonging to the other Party without prior written consent of the other Party (save that disclosure shall be permitted within the Supplier’s group of companies or to its professional advisers, agents and sub-contractors on a need to know basis).
7.4 This Clause 8 shall survive the termination of this Agreement for a period of 5 (five) years.
8 Data Protection
8.1 Each party acknowledges that the Customer operates as a Data Controller and the Supplier as the Data Processor in respect of the Personal Data of the Authorised Users.
8.2 Each party shall at all times comply with the DP Legislation and any other applicable data protection legislation and, in particular, the Supplier agrees to: (i) maintain technical and organisational security measures sufficient to comply with the obligations imposed on the Customer as Data Controllers under the DP Legislation and to maintain a designated point of contact for the term of this Agreement; (ii) only process the Personal Data for and on behalf of the Customer for the purpose of performing its obligations hereunder and in accordance with any other instructions issued by the Customer in writing from time to time; and (iii) notify the Customer of any security breach to allow for appropriate and timely action.
8.3 The Customer represents and warrants that it has obtained all necessary consents and permissions to enter into and perform its obligations under this Agreement. To the extent required by any applicable law, rule, regulation, or contract, the Customer shall obtain all necessary permissions from its Authorised Users or its own employees, agents, or contractors (as applicable) that will allow the Supplier, in performing its obligations under this Agreement, to store, transmit, use, and otherwise process any Personal Data delivered to the Supplier under this Agreement.
9.1 Entire Agreement — This Agreement contains the whole agreement between the Parties in respect of the subject matter thereof and supersedes and replaces any prior written or oral agreements, representations or undertakings between them. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
9.2 Severability — This Agreement is severable in that if any provision (or part provision) is determined to be illegal, void or unenforceable by any court of competent jurisdiction such provision (or part provision) shall be deemed severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances or the validity or enforcement of this Agreement.
9.3 Waiver — Unless otherwise agreed in writing, no failure or delay by the Supplier to exercise any right, power, privilege or remedy available to it hereunder, shall impair the same or operate as a waiver of it nor shall any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
9.4 Force Majeure - Neither Party shall have any liability under this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If any such circumstances continue for a continuous period of more than 3 (three) months, either Party may terminate this Agreement by written notice to the other Party.
9.5 Assignment - Subject to the foregoing, the Customer may not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all or its rights and obligations under this Agreement without the prior written consent of the Supplier. The Customer may however assign and transfer all of its business provided that the assignee undertakes in writing to the Supplier to be bound by the obligations of the assignor under this Agreement. The Supplier shall be permitted to sub-contract the provision of the Services or any part thereof without the prior written consent of the Customer.
9.6 Notices – written notices for the Supplier shall be sent to: Client Services Manager, Croner-i Limited, 240 Blackfriars Road, London, SE1 8NW.
9.7 Governing law and jurisdiction — This Agreement shall be governed and construed in accordance with the laws of England and Wales. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
SCHEDULE 1 - LICENCE CONDITIONS AND RESTRICTIONS ON USE FOR THE DIGITAL CONTENT
- The Customer shall immediately inform the Supplier of any unauthorised access to the Digital Content of which the Customer becomes aware.
- The Customer's use of the Digital Content carries no rights to IPR therein. For the avoidance of doubt all IPR in the Digital Content belongs to the Supplier and/or other specified copyright owners.
- No commercial exploitation of the Digital Content is permitted by the Supplier beyond that stated in this Agreement and the Customer warrants that it shall not engage in any commercial exploitation of the Digital Content, unless expressly permitted by the Supplier in writing.
- The Digital Content is provided on an ‘as is’, ‘as available’ basis and the Customer understands that the Digital Content does not purport to be a substitute for professional advice in specific circumstances or at all.
- The Customer shall not remove or alter any copyright notices or any trademarks or other identifying marks of the Supplier (or those of any third parties having IPR in the Digital Content). The Customer shall not remove or alter any disclaimer or other notice as it appears on any part of the Digital Content. The Customer shall not introduce any virus or other harmful code, programme or file.
- The downloading, storage and/or emailing of any content from/under the Digital Content portfolio is permitted by the Supplier strictly subject to the limitations imposed and/or notified (including by electronic means) from time to time by the Supplier.
- The Customer may take copies of and store the Digital Content but only to the reasonable level required for the purposes of its own business and subject to any limit on the number and extent of copying as may be imposed by the Supplier from time to time.
- The Customer may not use the Digital Content in any way that infringes the copyrights or proprietary interests therein.
SCHEDULE 2 - CONDITIONS AND RESTRICTIONS ON USE FOR THE ADVICE LINES SERVICES
- The Customer shall be entitled to access the Advice Lines Services where the Customer is permitted to do so under the terms of this Agreement.
- The Customer shall be provided with the appropriate access information which amongst others shall act as the means of identifying itself and/or its Authorised Users when accessing and/or using the Advice Lines Services.
- Advice Lines Services are operated on standard tariff call charges. The Customer understands that the Supplier provides the Advice Lines Services on the condition that the Customer agrees for its telephone calls to be monitored / recorded for data retention in accordance with general policies (as amended from time to time) including without limitation for training and quality assurance purposes.
- Advice Lines Services are provided to a standard at least as that expected of providers of similar services.
- Advice is given on the understanding that neither the Supplier, nor the Supplier’s sub-contractors, representatives nor appointed agents are in business as a law firm, lawyer, legal consultant, accountant or tax consultant. The advice is provided in good faith and is given in accordance with the understanding of the call handler of the circumstances described by the Customer.
- The Customer understands that the advice provided in connection with the Advice Lines Services is given in good faith and is based upon the information supplied by the Customer or its Authorised Users during the telephone call. The Supplier, its subcontractors and/or its appointed representatives cannot be held liable for any loss suffered howsoever arising if inaccurate, incomplete or unclear information is given. The call handler may ask questions to elicit information to assist them in answering the Customer’s questions, but the call handler is not obliged to do so and a failure or omission to ask questions that may have altered the advice in connection with the Advice Lines Services will not cause the Supplier, its sub-contractors and/or its representatives to incur any liability whatsoever, howsoever arising.
- The Customer understands that the advice given in connection with the Advice Lines Services is specific to the subject matter raised during the call in question and is not intended to be applied to other situations. In the event that the Customer chooses to apply the advice received to other situations, the Customer agrees that such shall be solely at its own risk and to the extent that it does so, the Supplier, its sub-contractors and/or its representatives shall not incur any liability whatsoever in respect of the same. The Customer understands that the Supplier, its sub-contractors and/or its representatives accept no liability whatsoever howsoever arising where inaccurate, incomplete or unclear information is provided to the call handler in respect of the Advice Lines Services
- The Supplier reserve its right to decline to advise on complex matters where it is not feasible to advise by means of the Advice Lines Services. Advice Lines Services are not intended to cover written advice whether as a follow up to a call or otherwise. In such circumstances, the Supplier shall endeavour to provide an appropriate form of consultancy (which may be subject to additional fees) in order to assist the Customer; but the Supplier shall not be obliged to do so.
- The Advice Lines Services may only be used by the Customer to obtain guidance, assistance, recommendations or other advice relating to their own organisation. Advice Lines Services are not to be made available by the Customer to organisations or consultants acting as advisers to third parties. The Customer agrees not to commercially exploit or resell the Advice Lines Services nor make unreasonable or excessive use of the same, nor act in an abusive, derogatory or intimidating manner towards the Supplier’s employees, consultants and/or other representatives. The Supplier reserves the right to refuse to provide Advice Lines Services to any Customer who, in the reasonable opinion of the Supplier, is abusive, aggressive or offensive. In such circumstances the Customer will not be entitled to a refund.
- The Customer understands that the Supplier’s resources are not unlimited and further agrees that where in the reasonable opinion of the Supplier, the Customer’s usage of the Advice Lines Services is excessive, based upon call volumes, duration or type, the Supplier will notify the Customer of any such and where the Customer’s usage continues to be excessive then the Supplier reserves its right to limit access to the Advice Lines Services, to prioritise the Advice Lines Services to other clients of the Supplier and to increase the Customer’s subscription fees for continued access to the Advice Lines Services at any time during the Agreement.