- AVAILABILITY OF SERVICES
IBT will use reasonable endeavours to ensure that the Services will be made available to the Subscriber 24 hours per day throughout the Subscription Period (‘Normal Service Availability’). However IBT reserves the right, a) to vary the Normal Service Availability in any way provided it gives the Subscriber 48 hours’ notice of its intention to do so. b) to suspend the Services temporarily in the event of technical difficulties or other circumstances beyond the reasonable control of IBT. In the event of any such variation or suspension of Services IBT will use all reasonable endeavours to resume Normal Service Availability as soon as practicable but shall not be liable for any loss, damage or claim caused by such variation or suspension.
- AUTHORISED USE OF SERVICES
Access to the Services is restricted to the specific named users as identified to IBT. The subscriber will notify IBT as soon as a user has left the company, or no longer requires access, so that a replacement user can be assigned access during the term of the agreement. The Subscriber also warrants that: it shall ensure that any user name, Password or other identification measure employed to access the Services is not disclosed to any person other than the persons authorised to access the same; and all authorised persons will use the Services only in accordance with this Agreement; and its information technology systems and paper record systems are secure and not capable of penetration (including by ‘hacking’ or physically) by unauthorised persons and that all data derived from the Services shall be kept secure; and it shall comply with all applicable laws and regulations relating to the activities contemplated under this Agreement, in particular the Data Protection Acts 1984 and 1998.
- OWNERSHIP OF INTELLECTUAL PROPERTY
The Subscriber acknowledges that:
- all Intellectual Property Rights (IPR) (including all patents, copyrights, rights in software, design rights, trade marks, service marks, trade secrets, know-how, database rights, domain names, and all other intellectual or industrial property rights (whether registered or unregistered)) and all applications for the same, anywhere in the world) in the Services, the information contained therein, in all documentation, training materials and related matter, and in all parts thereof, are owned by IBT;
- that it does not have any IPR nor any other proprietary interests in the Services, or in any data or material contained in it; and
- except as expressly permitted in this Agreement, nothing herein shall be taken as conferring by implication, estoppel or otherwise any license or right to use any IPR in the Services without the prior written approval of IBT or third parties who may own such IPR.
The Subscriber undertakes that it will not copy, reproduce, extract or transmit in any form or otherwise deal with in any way, the whole or part of the data, materials or information contained in the Services except as provided in sub-clauses below.
Unless otherwise agreed in writing in advance by IBT, the material (in whole or in part) may not be sold, nor passed on, communicated, or disseminated in any form, nor access granted to any third party (including but not limited to clients/potential clients/suppliers/agents/partners in other ventures/accountants/solicitors/bankers/ brokers/licensees). Nor to any subsidiary, associated or holding company (whether direct or indirect) of the subscriber, whether trading or non-trading, or to any entity trading under the same umbrella trading name where the direct equity interest is different in any way to that of the subscriber.
The Subscriber may only use the Services in the course of its own normal day-to-day business. Subscriber may not pass materials to clients and prospects unless done so as part of a presentation or similar, where IBT is referenced as owner of all copyrights and intellectual property, and that passing material to third parties is carried out on an ad-hoc non-systematic basis.
Where the Subscriber effectively copies, or has effectively copied, the intellectual property onto a hard disk, file server or equivalent at its own premises for ease of use, reference or any other reason, it is hereby agreeing to limit access to the nominated users unless otherwise agreed in writing, and upon payment of additional fees to IBT.
Subscriber may distribute copies in paper and/or electronic form of material so long as all copies made are distributed within the immediate organisation of the Subscriber and the Subscriber acknowledges that any distribution to any third party outside of its organisation (including without limitation any subsidiary, associated or holding company of the Subscriber) then it will indemnify IBT against any claim arising from the unauthorised distribution and be liable for a sum equivalent to the loss in sales revenue (at the prevailing copy price per whole report or the rate card price for an annual subscription to the relevant database as published from time to time by IBT) caused by any unauthorised distribution of any part(s) of any report(s).
The Subscriber, (or any subsequent user, whether licensed or unlicensed), will not place financial reliance upon any figure, statement or inference contained within any IBT’s report or intellectual property, or invite investment from others, without first obtaining the written consent of IBT’s company secretary so to do. In the event that the Subscriber (or any subsequent user, whether licensed or unlicensed) does not follow this procedure, it (or any subsequent user, whether licensed or unlicensed) agrees to fully and effectually indemnify IBT against any claims, howsoever arising.
- SUBSCRIPTION PRICE
The subscription price excludes VAT (unless otherwise stated) and sales taxes, local and business taxes and all other charges that are the responsibility of the Subscriber. No deduction should be made in relation to payment of the subscription price except for withholding tax governed by a double tax treaty between the country of the Subscriber and the I.R.IRAN.
The Subscriber undertakes to pay for the supply of the Services for the initial and any subsequent terms of the Agreement in accordance with clause 7, and the Subscriber undertakes to settle invoices issued by IBT in respect of the Services within 30 days of receipt, unless otherwise specifically agreed. If any payment is not made as due, then all outstanding amounts for the subscription shall immediately become due and payable. Failure to settle in full on these terms may lead to the imposition of interest charges upon the Subscriber at 6.5% per annum. IBT will not provide a pro rata refund once such a subscription has been made available to the subscriber, as all subscriptions will run their full term.
- LIMITATION ON LIABILITY
- i) Except as provided in clause 6 (ii), all conditions and warranties whether express or implied by statute or otherwise (including but not limited to those as to description, merchantability or fitness for purpose) are excluded from this agreement.
- ii) In particular whilst IBT aims to ensure that material contained within the Services is accurate and complete, IBT gives no warranty, express or implied, that the material supplied as part of the Services is suitable for any particular purpose, nor that it is complete, correct, or up to date.
iii) IBT will use all reasonable efforts to ensure that the Services and any software relating thereto provided by IBT will perform in accordance with any IBT user guide that is available. In the event of an established failure of the Services, IBT’s obligation shall be limited to using its reasonable efforts to remedy any deficiencies in the relevant Services, or at its option, to cancelling, crediting or refunding all charges due from the Subscriber in respect of any period for which the Services have failed to perform correctly. The obligation to correct defects or cancel, credit or refund a proportionate part of the charges described above shall constitute the full extent of IBT’s liability in respect of any loss or damage sustained by the Subscriber whether caused by breach of this Agreement, misrepresentation, negligence of IBT (or its employees or agents) or from any other cause, and in particular, IBT shall not be liable for any consequential, economic or other direct or indirect loss (including but not limited to any damages payable to a third party, loss of profits or wasted resources) suffered by the Subscriber, provided that if for any reason this provision is invalid or unenforceable, the maximum aggregate liability of IBT shall not exceed the total annual charges payable by the Subscriber for the Services. The foregoing exclusions and limitations of liability shall not apply in the case of death or personal injury.
- SUBSCRIPTION PERIOD & TERMINATION
This agreement shall be for an initial minimum period of 12 months (unless otherwise agreed in writing). The subscription shall be automatically renewed on the last day of the agreement, for a further twelve month period. The Subscriber may terminate the subscription by serving notice, in writing, no less than 60 days prior to the end of either the initial period or any subsequent periods thereafter, allowing the agreement between IBT and the subscriber to expire on the last day of the term where notice has been served. IBT may also notify the subscriber at any time, during the term of the current agreement of any changes in the cost to the subscriber for the use of the online services IBT offer during the subsequent term.
IBT may terminate this Agreement, with immediate effect and without notice, in the event that the Subscriber has defaulted in the performance of any material provision contained in this agreement and (where capable of remedy) such default has not been remedied within 30 days after written notice thereof shall have been given to the defaulting party. Termination of this Agreement for any reason shall not affect IBT’s right to recover any moneys due at the time of termination or to recover damages for any breach of contract before termination.
The Subscriber undertakes to keep confidential and not to disclose to any third party or to use itself, any confidential or secret information in any form directly or indirectly belonging or relating to IBT, its or their business affairs, disclosed by IBT or received by the Subscriber pursuant to or in the course of this Agreement (‘Confidential Information’).
The Subscriber undertakes to disclose Confidential Information of IBT only to those of its officers, employees, agents and contractors to whom and to the extent to which disclosure is necessary for the purposes contemplated under this Agreement.
The above obligations of confidentiality and non-use shall not apply to information or material:
- a) which is named by the Subscriber prior to receipt from IBT as evidence by documents in the possession of the Subscriber at the time of disclosure; b) which, after receipt from IBT, is disclosed to the Subscriber by a third party having the legal right to do so; c) which is available to the public at the time of receipt of IBT; or (d) which becomes available to the public after receipt from IBT through no fault of the Subscriber.
- FORCE MAJEURE
No party shall be liable to the other for the delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including without limitation, any of the following: act of God, government act, war, fire, flood, explosion or civil commotion.
No forbearance or delay by IBT in enforcing its rights will prejudice or restrict the rights of IBT, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
- NO ASSIGNMENT
The benefit of this Agreement may not be assigned in whole or in part by the Subscriber without the prior written consent of IBT.
- ENTIRE AGREEMENT
This agreement constitutes the whole agreement between IBT and the Subscriber relating to IBT services and supersedes and replaces any prior agreements and arrangements of whatever natures relating thereto. For the avoidance of doubt, IBT is hereby giving notice that subscriptions provided previously under different contractual arrangements will continue under those earlier terms until the earliest termination date provided, whereupon the terms and conditions of this agreement will prevail for any continuation of Service thereafter.
If any party of this Agreement shall be held unenforceable the rest of the Agreement shall nevertheless remain in full force and effect.
- LAW GOVERNING THE TERMS
Use of this Website and these Terms shall be subject only to the laws of I.R.IRAN which shall exclusively govern the interpretation, application and effect of all the above permissions, exclusions, licences and conditions of use.
The Courts of I.R.IRAN shall have exclusive jurisdiction over all claims or disputes arising in relation to, out of or in connection with this Website and its use and these Terms.