This document sets out the terms and conditions upon which Analytiqa provides premium business information services.
These terms shall apply to any order that you place with us and that we have accepted in accordance with these terms.
"We", "us" or "our" refers to Analytiqa. "You" or "your" refers to the person who (or on whose behalf) an Order is placed as specified therein.
Other defined terms used in this document are as follows:
"Authorised Users" are the persons entitled to use a Service (as described in an Order and as further determined in accordance with these Terms);
"Charges" are those fees and charges payable by you to us under these Terms;
"Intellectual Property Rights" are copyrights, patents, utility models, trade marks, service marks, design rights (whether registered or unregistered), database rights, semiconductor topography rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated to any such rights;
"Materials" are materials that we provide to you as part of a Service (including information, software, data and reports);
"Orders" are order documents placed by you and accepted by us in accordance with these Terms;
"Services" are the premium business information services described in an Order;
"Terms" are these terms and conditions set out in this document together with the provisions of any Order that you place.
These Terms shall be effective from the date on which an Order is accepted by us and shall only terminate as specifically mentioned in these Terms.
We shall provide Services to you and shall use all reasonable endeavours to ensure that Services are provided in accordance with any timescales, delivery requirements and other specifications described in an Order.
An Order shall only be valid when signed by both parties, or (when placed electronically) upon receipt by you of our confirmed acceptance. You may not cancel or amend an Order unless we have given our express written consent.
We may assume that any person who reasonably holds themselves out as being your authorised representative, shall be entitled to place an Order on your behalf.
Unless otherwise stated, all prices listed on this website or marketing communications refer to single user licence agreements. Prices for site, country, regional and / or global licences are applied at additional multiples and are available on request.
You acknowledge that legal and beneficial interest in Intellectual Property Rights relating to and/or developed by us in connection with a Service belong to us or our licensors. This includes all Intellectual Property Rights in any Material.
We grant you a non-exclusive, non-transferable License to use the Intellectual Property Rights referred to above for the duration of these Terms for the sole purpose of receiving relevant Service. This License is subject to the following restrictions:
(a) you may only use the Intellectual Property Rights for your own internal business purposes at the site(s) and / or countries specified in the relevant Order; and
(b) you may not, without our prior written consent, make available, copy, reproduce, retransmit, disseminate, sell, License, distribute, publish, broadcast or otherwise circulate Material that we make available to you to any person (including your employees, agents and contractors) unless they are an Authorised User, carrying out responsibilities to you.
You may include limited extracts of Material in communications to your customers and employees in the normal course of your business, provided that such communication (whether in written or electronic form) includes a copyright notice attributing us as the source. You may also store Material on an electronic storage device provided that adequate security measures are in place to protect the Material from disclosure to personnel who are not Authorised Users.
You acknowledge that the type of License referred to in an Order will determine the relevant Authorised Users as follows:
License Type (Authorised Users): Named Users (Personnel specified in the Order) Site (Personnel at the locations specified in the Order) Country(Personnel in the countries specified in the Order) Global (Personnel worldwide) North America (Personnel in the USA and Canada) Europe (Personnel in the European Economic Area) Asia Pacific (Personnel in Hong Kong, Singapore, Japan, Australia and New Zealand)
In the context of this provision "personnel" means individuals who are employees of you.
You shall ensure that Material is only made available to and accessed by Authorised Users in accordance with these Terms. You agree to cooperate with us if we wish to monitor your compliance with this requirement (such cooperation to include providing us with access to premises to inspect the way in which Material is used by personnel) ("Audit"). If an Audit reveals that Material is used by personnel who are not Authorised Users you agree to promptly reimburse us for any underpaid license fees (at the then current list price) together with any costs incurred by us in carrying out the Audit. In addition, you acknowledge that in such circumstance we reserve the right, at our discretion, to terminate these Terms.
Unless otherwise stated, all information, report and/or service purchases are provided on a single user basis.
Additions to licence terms can be made by you at any time, subject to agreement with Analytiqa. For extended licence options please speak to your Analytiqa Account Manager.
Content must not be distributed to or shared with any company employees outside of the terms of the licence agreement. Content must not be stored on portable devices and utilised by users after they leave employment with you (your Company) or after termination of a subscription agreement. Content may not be distributed to any external party without prior written permission from Analytiqa.
For all licence agreements, information cut or collated by subscribers within the client can only be freely shared or distributed to any other designated and registered user within the same company, subject to the geographic limitations imposed by the licence terms.
Analytiqa retains the copyright and intellectual property rights to all such information and must be fully sourced and accredited whenever such bespoke reports are compiled.
It is the responsibility of you to ensure that these terms are adhered to.
Failure to meet or comply with these terms will see an automatic additional global licence issued by Analytiqa to you at a price of US$59,995.
Analytiqa will take all steps necessary, including legal action, to prevent abuse of its research materials and it will continue to do all it can to prevent misuse of its research.
You shall pay to us the fees and charges described in an Order.
Analytiqa reserves the right to add reasonable postage and packaging charges to cover expenses incurred on reports delivered in hard copy format.
If you do not settle any payment within thirty (30) days of the invoice date interest will accrue at a rate of ten (10.0%) percent per month, or the highest rate allowed by the applicable law, whichever is the lower. At intervals of thirty (30) days of the invoice date, Analytiqa may re-issue an invoice for the original payment, plus appropriate interest.
If you do not make any payment when due, we may in addition, write to you to:
(a) modify the payment terms to require you to make full payment in advance; (b) suspend a Service; or (c) require you to provide such other assurances as we may require in order to secure your payment obligations.
Charges are exclusive of all current and future taxes and fees, all of which you will be responsible for and will pay in full (except for taxes based on our net income).
If we become entitled to terminate these Terms, any sums then due to us will immediately become payable by you in full.
We warrant that we will provide the Services (and any Material provided as part of a Service) to you with reasonable skill and care. We do not warrant that the Services or any Material provided as part of a Service will meet your present or future needs or requirements or that it will be complete, error free, complete or wholly accurate or that it will be delivered without interruption, fault or error.
You assume sole responsibility for the use, selection and suitability of the Services for your needs and objectives and acknowledge that except as above we do not provide any additional warranties or guarantees relating to the Services or any Material provided as part of a Service.
You warrant that you shall comply with all applicable laws and regulations and shall not knowingly use the Services for any improper or unlawful purposes (including infringing any Intellectual Property Rights).
Intellectual Property Rights and Indemnities
We shall indemnify you in full for any infringement or threatened infringement of any of our Intellectual Property Rights (or those of our licensors) which we have licensed or made available to you under these Terms ("IPR") or for any claim as to the validity of the IPR by any third party, provided that you shall at all times indemnify us in full in respect of any infringement of any IPR arising as a result of your use of such IPR outside the terms of these Terms. This indemnity shall be limited to infringement claims and actions arising within USA, Canada, the European Economic Area, Hong Kong, Singapore, Japan, Australia and New Zealand.
You agree to allow us (or our licensors) to have control of any proceedings arising as a result of any infringement, threatened infringement or claim relating to the IPR and you agree that you will make no admission as to liability and that you will not agree to any settlement or compromise of any action without our consent (or that of our licensor) (as the case may be).
You agree that you will, at our request and at our cost, lend your name to and offer such other assistance as we may reasonably request in relation to any proceedings to protect our rights and interests, including our Intellectual Property Rights, in the IPR. Any recovery obtained from such proceedings shall accrue solely for our benefit although we will reimburse to you any costs reasonably incurred by you in assisting with such proceedings.
If an infringement, threatened infringement or claim occurs in relation to a Service, or if we consider that such a claim is likely to occur we shall have the right at our sole discretion to either:
(a) procure for you the right or License to use the Service free of the infringement claim; or (b) replace or modify the Service to make it non-infringing; or (c) terminate that part of the Service which relates to the infringement (or potential infringement) and return any Charges paid by you for that part of the Service in full and final settlement of any claims in respect thereof; or (d) if none of these options is reasonably practicable, terminate these Terms and return any Charges paid by you for the affected Service in full and final settlement.
Custom Research: Every reasonable effort will be made to verify all work undertaken during such projects. Please note that the findings, conclusions and recommendations that Analytiqa delivers will be based on information gathered in good faith from both primary and secondary sources, whose accuracy Analytiqa is not always in a position to guarantee. As such Analytiqa can accept no liability whatever for actions taken based on any information that may subsequently prove to be incorrect. Research is conducted on a best-efforts basis. Analytiqa maintains the full publication and marketing rights to the aggregated data and analysis provided with such projects and, unless otherwise agreed, maintains the right to re-use information contained within such projects after a period of three months from delivery of a completed project.
Access and Use of Website
You acknowledge that from time to time we may will need to carry out maintenance of the website, and that it may be necessary for access to some or all of the website to be temporarily suspended. We shall use reasonable endeavours to ensure maintenance is carried out with as little disruption as reasonably practicable to the ability of browsers to access the website. We shall, in any event, be entitled to suspend, restrict or terminate access to the website or to modify any part of the website for any reason at any time.
You agree not to use the Services made available to you on or via our website such that you cause the whole or part of the website or such Services to be interrupted, damaged, rendered less efficient or in any way impaired.
You agree that you will only use the website in a manner which is consistent with these Terms and in such a way as to ensure compliance with applicable laws and regulations. In particular you will not use the website to transmit, post or download any material which is defamatory, offensive or of an obscene or menacing character or which in our judgment may cause annoyance, inconvenience or anxiety to any person. We reserve the right to remove any information that you transmit, post or download at our sole discretion without notifying you.
You shall be responsible for making all arrangements that will allow you to access the website (including obtaining the equipment and paying for telephony and other charges which are necessary for you to access the website).
If you breach or permit a breach of the terms of the License granted to you in these Terms we may give you written notice to terminate this Agreement. You acknowledge that such a breach may cause us irreparable harm in respect of which it may be difficult for us to ascertain financial loss. Accordingly, in addition to any other rights that we have, you acknowledge that we shall be entitled to seek injunctive relief in respect of such breach.
You acknowledge that during periods of notice to applicable continuous advisory services, access to both new products and services, and/or updates of existing products and services is prohibited.
Without prejudice to the other rights of termination expressed in these Terms, either party may terminate these Terms by written notice to the other if:
(a) a voluntary agreement is approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of the other's assets or an undertaking or a resolution or petition to wind up the other is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order or if the other party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or (b) the other party fails to perform any material obligation hereunder and (in the case of a remediable breach) fails to remedy the breach within 30 days of receipt of notice so to do, which it does not remedy within 30 days after receiving written notice of the breach.
Immediately following termination you shall delete from all computer hardware and storage media and otherwise destroy copies of all Material that we have made available to you. You shall warrant that you have done these acts within seven (7) days of termination. You shall also pay to us any Charges that are outstanding.
Termination shall not affect any of the Terms expressed to survive or operate in the event of the termination and shall not prejudice the rights of either party in respect of any breach or in respect of any monies payable for any period prior to termination.
Copyright: All rights reserved
All rights reserved. No part of Analytiqa's publications (reports, services and databases) may be reproduced in any material form including photocopying or storing it by electronic means without the written permission of the copyright owner, Analytiqa Associates Limited.
Materials may not be lent, resold, hired out or otherwise disposed of by way of trade in any form of binding or cover other than that in which it is published, without the prior consent of the publishers. Within the exceptions are allowed in respect of any fair dealing for the purpose of research or private study, or criticism or review, as permitted under the Copyright, Designs and Patent Act 1988, or in the case of reprographic reproduction in accordance with the terms of licenses issued by the Copyright Licensing Agency.
The facts of Analytiqa's publications, services and databases are believed to be correct at the time of publication but can not be guaranteed. Please note that the findings, conclusions and recommendations that Analytiqa provides will be based on information gathered in good faith from both primary and secondary sources, whose accuracy we are not always in a position to guarantee. As such Analytiqa can accept no liability whatever for actions taken based on any information that may subsequently prove to be incorrect.
Neither party shall, except as required to perform our respective rights and obligations, use, copy, adapt, alter, disclose or part with possession of any information or data of the other which is disclosed or otherwise comes into our possession directly or indirectly as a result of these Terms and which is of a confidential nature ("Information"), whether marked confidential or not. This obligation shall not apply to Information:
(a) which the receiving party can prove was in its possession at the date it was received or obtained; or (b) which the receiving party obtains from some other person with good legal title thereto; (c) which comes into the public domain otherwise than through the default or negligence of the receiving party; or (d) which is independently developed by or for the receiving party.
You acknowledge that the provision of the Services may involve the disclosure to you of processes, operations and set-ups that contain proprietary and confidential information ("Trade Secrets"). You agree that, unless expressly permitted in writing by us, you will not use such Trade Secrets for your own purposes or provide or otherwise disclose or make any such Trade Secrets available for any reason to any other person, firm, company or organisation.
You shall ensure that your employees and authorised sub-contractors who have, or may have, access to the Information are bound by an undertaking in substantially the same terms.
These obligations of confidentiality shall continue after termination of these Terms.
Neither party may publicise these Terms or the existence of this relationship or make any statement about the Services to any third party without the prior written consent of the other party.
Limitation of liability
Nothing in these Terms shall exclude or restrict liability for death or personal injury.
Neither party shall be liable to the other for any indirect or consequential loss (including loss of actual or anticipated profits, business, revenue, goodwill, anticipated savings or data) whether arising from negligence, breach of contract or otherwise.
Except as set out above, our liability in contract, tort or otherwise arising out of or in connection with these Terms shall in respect of any one or more incidents not exceed the total Charges received by us in the 12 months preceding the date on which the incident occurs.
The provisions of this section shall continue after the termination of these Terms.
You may not assign any of your rights under these Terms without our prior written consent. We will not unreasonably withhold such consent. We may assign any of our rights under these Terms to any of our subsidiary or affiliated companies, or as part of a merger, reorganisation or sale of our business or our assets.
Any notice, invoice or other document under these Terms shall be duly given if left at, or sent by post, or facsimile transmission (confirmed by letter sent by post) to the other party's registered office or any other address agreed between the parties. Notices in respect of termination or breach shall be sent by recorded delivery.
We shall not be liable for any delay or failure to perform any obligation under this agreement insofar as the performance of such obligations is prevented by an event or by matters beyond our reasonable control (including but not limited to, failure of performance by a third party, earthquake, labour disputes, riots, government or relevant regulatory requirements, failure of computer equipment, failures or delays of sources from which information or data is obtained).
These Terms may only be modified if the modificationis in writing and signed by a duly authorised representative of each party.
These Terms constitute the entire understanding between the parties relating to the subject matter hereof and supersedes any and all previous agreements, arrangements, statements and understandings whether oral or written relating to the subject matter, except for any fraud or fraudulent representation by either party. For the avoidance of doubt, in the event of inconsistency between these terms and conditions and the provisions in an Order, the Order shall take precedence.
The failure to enforce, at any time, the provisions of these Terms or to require, at any time, performance by the other parties of any of the provisions of these Terms shall in no way be construed to be a waiver of such provisions or to affect either the validity of these Terms (or any part), or the right of any of the parties thereafter to enforce such provision in accordance with these Terms.
If any provision of these Terms is held to be invalid or unenforceable by any judgment of a tribunal of competent jurisdiction, the remainder of the terms and conditions shall not be affected by such judgment and these Terms shall be carried out as nearly as possible according to its original terms and intent. These Terms do not confer any rights to any third party (including Authorised Users)
These Terms and the relationship of the parties in connection with the subject matter of this agreement shall be governed by and determined in accordance with the laws of England.
In the event of a dispute over its interpretation or execution, the courts of England and Wales (the "Court") shall have exclusive jurisdiction and you hereby irrevocably agree to submit to the jurisdiction of the Court.