These terms and conditions, together with the relevant Order Form, will form the contract between BSI Standards Limited and the Customer (defined below) for the sale to and use by the Customer of Compliance Navigator (Contract).
In these Conditions, the following terms shall have the following meaning:
Authorised Users: means the employees of the Customer who are authorised by the Customer to use the Services under the Customer’s licence as set out in the Order Form.
BSI: means BSI Standards Limited, a company incorporated in England and Wales under number 7864997, having its registered office at 389 Chiswick High Road, London, W4 4AL, United Kingdom.
Customer: means the party who has signed the Order Form.
Effective Date: means the date of commencement of the Services set out in the confirmatory email from BSI to the Customer following the processing of the Order Form.
Initial Subscription Term: means the initial term set out in the Order Form.
Material: means the standards and standards related data, including full text documents, parts of documents, bibliographic data or projects data, all made available to the Customer pursuant to the Services in any format.
Order Form: means the Order Form forming a part of the Contract and signed by the Customer.
Services: means the provision of access to, and functionality of, Compliance Navigator and the Material.
Subscription Fees: means the fees set out in a completed Order Form that are payable by the Customer to BSI for the Services.
User Guide: means the user guide and related documents designed to assist the Customer to use the Services.
1 LICENCE
1.1 Subject to the Contract, BSI grants to the Customer a non-exclusive, non-transferable, revocable, access and use limited right to permit the Authorised Users to use the Services during the Initial Subscription Term (as may be extended in accordance with the Contract) solely for the Customer's usual business operations.
1.2 At no time may the Customer permit (directly or indirectly) any person who is not an Authorised User to use the Services. If the Customer should require any person who is not an Authorised User, and through the relationship with the Customer could not be an Authorised User, to have access to the Services, the Customer may permit such person (a Third Party User) to have access only with the prior written consent of BSI. The Customer must provide BSI in writing with the identity of Third Party User, the relationship between the Third Party User and the Customer and the reason for the request. On receipt of such written request, and on accession to such request by BSI (which shall be at its discretion) BSI shall notify the Customer of any increase in fees that may be applicable and arrange for specific access for the approved Third Party User. Notwithstanding any other term of this Contract, BSI may withdraw rights of access to the Services of the Third Party User at any time and without financial liability to the Customer, if, in the reasonable opinion of BSI, the Third Party User may be in breach of the terms of the licence as may be applicable to the Customer. Such withdrawal of rights of access does not affect the term of the Contract with the Customer.
1.3 The Customer acknowledges that the Contract does not confer any ownership rights whatsoever in the Material and Services.
2 USER RIGHTS AND RESTRICTIONS
2.1 The Customer acknowledges that copyright subsists in the Material. In particular, and without limitation, the following restrictions are to be observed by the Customer:
2.1.1 Each Authorised User may print one hard copy of any of the full-text standards or other documents that make up the Material. The printed hard copy is licenced to the Customer and may not be distributed other than to the Authorised Users. Such licensed copies must be destroyed on expiry and subsequent non-renewal of the Contract.
2.1.2 The Authorised User may copy the content of any of the full-text standards or other documents in the Material for use in another document for internal Customer use by Authorised Users only. All copied content must contain "Copyright BSI Standards Limited © [Date]” (where [Date] is the date of the copying). Such content is licensed for use only for the duration of the Contract. Such copied extracts of the Material must be deleted completely on expiry of the Contract from whatever document in which they have been pasted.
2.2 Subject to clause 2.1 above:
2.2.1 BSI will issue the Customer with a means to self-register and access the Service, which the Customer acknowledges is only for the Customer’s use and may not be shared with anyone other than the Authorised Users.
2.2.2 The Customer shall prevent any unauthorised access to, or use of, the Services and/or the Material and, in the event of any such unauthorised access or use, shall promptly notify BSI of such. In such case, the Customer shall take all reasonable measures to assist BSI in preventing the continuance of such unauthorised access to the Services.
2.2.3 The Customer is not authorized to transmit the Material electronically or by any other means in any form to any party who is not an Authorised User. Authorised Users who wish to send extracts of, or complete, Material to a party who is not an Authorised User must apply to BSI for an extension to the Contract.
2.2.4 The Customer may produce copies of the User Guide, reasonably sufficient for reference by each of the Authorised Users, provided that all such copies include all legends, copyright and other proprietary notices that appear on the original User Guide.
2.2.5 BSI may impose whatever security measures it deems appropriate to ensure compliance with this Contract, or that it deems necessary to protect the sanctity of the Services or Material against unauthorised access or use. Any attempt to circumvent such access restrictions or BSI security measures will be considered a material breach of this Contract. In addition to any other remedies that may be available to BSI, if BSI determines that the Customer has allowed or committed access in violation of this Contract, then BSI may halt, restrict or limit access or duration to the Services, and/or require additional user registration or authentication information.
2.2.6 The Customer may not copy, transfer, sell, licence, lease, give, download, decompile, reverse engineer, disseminate, publish, assign (whether directly or indirectly, by operation of law or otherwise), transmit, scan, publish on a network, or otherwise reproduce, disclose or make available to others or create derivative works from, the Material or any portion thereof, except as specifically authorized herein, or outside the specific functionality of the Services. The Customer must not remove any proprietary legends or markings, including copyright notices, electronically encoded information, or any BSI markings.
2.2.7 The Customer shall destroy all copies of the Material whether electronic or in hardcopy form or deleted on termination of the Services for any reason. BSI may require a certificate that such destruction or deletion has occurred.
2.3 The Customer shall procure that each Authorised User (and any Third Party User for whom BSI has agreed to an extension of access to the Services in accordance with clause 1.2) complies at all times with the obligations of the Customer in this clause 2 as if each Authorised User and Third Party User had purchased the Services from BSI directly. The Customer shall be responsible to BSI for the performance of the obligations in this clause 2 by each Authorised User and Third Party User as if the acts and omissions of such Authorised User and Third Party User were the acts and omissions of the Customer.
3 PRICING AND PAYMENT
3.1 The Customer must pay the Subscription Fees, which are non-refundable. The Subscription Fees are due and payable 30 days from the date of invoice.
3.2 The Subscription Fees do not include, and the Customer is solely responsible for, all applicable taxes including Value Added Tax and other sales taxes, custom charges, insurance, and/or other fees associated with the delivery of the Services, as well as all collection costs, including reasonable legal costs, incurred as a result of non-payment of fees.
3.3 BSI will provide the Customer with applicable pricing for any renewal term in writing no less than 60 days prior to the end of the Initial Subscription Term or any renewal term.
4 WARRANTIES
4.1 Each party represents and warrants that it is fully authorized to enter into the Contract.
4.2 BSI provides all the Material on an “AS IS” basis. The Material may be compiled from materials furnished to BSI by outside sources and should be used as a reference source only. BSI does not warrant the completeness or accuracy of the Material, that the Customer's use of the Services, including without limitation, the databases and/or software and Material, will be uninterrupted or error-free, or that the results obtained will be successful or will satisfy the Customer’s requirements.
4.3 BSI makes no warranties, representations or agreements, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties of merchantability or fitness for a particular purpose.
4.4 The Customer accepts that the operation and use of these files is at the Customer’s risk and BSI does not accept and is not liable for any loss or damage which may be suffered from their operation or use.
5 TERM AND TERMINATION
5.1 Unless sooner terminated in accordance with this section, the Contract shall commence on the Effective Date and continue for renewal terms of no less than 12 months or as otherwise may be agreed between BSI and the Customer.
5.2 Subject to clause 5.7 below and so long as the Customer is not in breach of these Conditions, the Contract will renew for successive annual renewal terms unless the Customer provides BSI with written notice of its intention not to renew, such notice to be provided no less than 30 days prior to the end of the Initial Subscription Term or a relevant renewal term.
5.3 BSI may terminate the Contract or suspend the Service with 30 days prior written notice and opportunity to cure and without further liability, upon:
(i) the Customer’s failure to pay any amounts as provided herein;
(ii) the Customer’s breach of any provision of the Contract or any law, rule or regulation governing the Services;
(iii) any insolvency, bankruptcy or assignment for the benefit of creditors, appointment of trustee or receiver or similar event with respect to the Customer (or similar proceeding anywhere in the world).
5.4 The Customer may terminate the Contract, with 30 days prior written notice and opportunity to cure, upon:
(i) BSI’s material breach of any provision of the Contract;
(ii) any insolvency, bankruptcy or assignment for the benefit of creditors, appointment of trustee or receiver or similar event with respect to BSI.
5.5 BSI may immediately terminate or suspend any or all of the Services without notice if:
(i) BSI Standards Limited has reasonable evidence of the Customer’s fraudulent or illegal use of the Services; or
(ii) it is required so to do by any legal or regulatory authority.
5.6 Notwithstanding any termination or suspension of the Contract in relation to all or any of the Services, all terms and conditions of the Contract will continue to apply to any Services not so terminated, and in particular but without limitation, the Customer shall not be relieved from any liability incurred prior to such termination or suspension, or for payment for any Services not affected by any such termination or suspension.
5.7 BSI has the right not to renew the Subscription Agreement at the end of the Initial Subscription Term or at the end of any renewal period, by giving the Customer at least 60 days written notice of its intention not to renew. BSI will not be liable to the Customer for any damages, indemnities, compensation, or any other payment of any kind by reason of such expiration and non-renewal of the Contract or otherwise its termination for any reason.
6 CONSEQUENCES OF TERMINATION
6.1 Upon expiration or termination of the Contract for any reason, the Customer will:
6.1.1 discontinue all use of the Services;
6.1.2 destroy any items relating to Material (including but not limited to documents, software, and documentation, with the exception of customer-owned data) and purge any Material from all electronic media; and
6.1.3 provide written notice to BSI certifying that the Customer has complied with this clause.
6.2 If BSI terminates the Contract hereunder for the Customer’s breach under clauses 5.3 and 5.5 above at any time after the commencement of the Initial Subscription Term or any renewal term for any reason other than BSI’s breach under clause 5.4, above, and no Subscription Fee has been paid by the Customer then in addition to any other remedies BSI may have the Customer must pay to BSI within 30 days of such termination, a cancellation fee equal to 75% of the Subscription Fee which the Customer acknowledges is a termination fee and not a penalty.
7 LIMITATION OF LIABILITY
7.1 Neither party shall be liable to the other in contract, tort or otherwise for any loss of profits (direct or indirect), loss of business, special, incidental or consequential damages, including without limitation lost data, and business interruption, arising out of or in connection with the use or inability to use the Services or arising out of or in connection with the Services, even if the damaged party has advised the other of the possibility of such damages. The Customer assumes the sole responsibility for its use of the Services.
7.2 Save in respect of fraud, death or personal injury resulting from BSI’s negligence, in no event will BSI’s liability or that of its third party providers exceed the Subscription Fee payable by the Customer to BSI for the Service that gave rise to the claim during the Initial Subscription Term or renewal term, as the case may be and during which term the cause of action for such liability may have arisen.
7.3 Neither party shall be liable to the other for any failure to meet its obligations to the other where the failure is due to an event or events beyond the control of the party claiming relief (“force majeure”). Where a party claims force majeure it shall notify the other party as soon as it becomes aware of such event(s) and shall take all reasonable steps to mitigate such failure. The failure shall in any event be remedied as soon as reasonably practicable following the cessation of the event of force majeure. In the event of one party being affected by force majeure, the other party shall be entitled at is absolute discretion to suspend performance of its obligations but only until such time as the cessation of the force majeure event occurs. If the event(s) of force majeure continues for a period of three months the Subscription Agreement will thereupon terminate unless the parties shall agree otherwise and the provisions of clauses 8 and 9 shall take effect.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 The documents, data, software, equipment, and documentation contained in the Services comprise valued proprietary and commercial information of BSI and its suppliers, and are copyrighted. The Customer acknowledges that the Contract does not confer any ownership rights whatsoever in the Services. The Customer acknowledges that all Material, whether delivered on data tape, hard copy, electronically or otherwise, that are provided pursuant to the Services and all rights therein are the property of and are copyrighted by BSI or some other person or entity that owns copyright in the information used. The Customer will take any and all action that may reasonably be required by BSI to protect such rights and rights in the trademarks and service marks owned by BSI or other person or entity.
9 INDEMNIFICATION
Each party will fully indemnify, defend and hold the other harmless from any claim, demands, liabilities, suits or expenses of any kind arising out of either (a) its breach of the Subscription Agreement and/or (b) any kind for personal injury or property damage to the extent is arising from its negligence or wilful misconduct.
10 ASSIGNMENT OR TRANSFER
10.1 The Contract and the benefit of the rights granted to and the obligations undertaken by the Customer under it may not be assigned, delegated or in any other manner transferred by the Customer, by operation of law or otherwise, without:
(i) the express prior written consent of BSI, which may be withheld in BSI’s sole discretion, and
(ii) any necessary recalculation of Subscription Fees.
10.2 The Customer may not grant affiliates, subsidiaries or successors-in-interest any right to use the Services hereunder without:
(i) BSI’s express prior written consent, which may be withheld in BSI’s sole discretion, and
(ii) an appropriate increase in Subscription Fees.
10.3 Any attempted assignment, delegation or other transfer by the Customer otherwise than in accordance with this clause will be null and void.
10.4 BSI may transfer its rights and obligations under the Contract to any affiliate or any successor to all or substantially all of the assets of BSI to which the Contract relates.
11 MISCELLANEOUS
11.1 The Contract sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes any prior agreements, promises, representations, understandings and negotiations between the parties, including terms or conditions on any other purchase order issued by the Customer. Any modifications, amendments, supplements to or waivers of the Contract must be in writing and executed by authorized representatives of both parties.
11.2 The parties are independent contractors, and nothing herein creates or implies an agency relationship or a joint venture or partnership between the parties.
11.3 The Contract is non-exclusive. Nothing herein prevents either party from entering into similar arrangements with other entities.
11.4 Notices required to be provided by the Contract will be in writing and sent by post, facsimile transfer or email to the addresses on the Order Form or such other addresses notified for the purposes of this clause. A notice is deemed given when delivered.
11.5 Either party’s failure to enforce any provision or term of the Contract shall not be construed as a future or continuing waiver of such provision or term of the Contract.
11.6 If any provision hereunder is declared or held invalid, illegal or unenforceable, the Contract will be revised only to the extent necessary to make such provision(s) legal and enforceable, or if impossible, the unaffected portions of the Contract shall remain in full force and effect so long as the Contract remains consistent with the parties’ original intent.
11.7 The terms and conditions of the Contract will survive the expiration or other termination of the Contract to the fullest extent necessary for their enforcement and for the realization of the benefit thereof by the party in whose favour they operate.
11.8 The Contract has been written and executed in the English language. All questions of construction arising hereunder will be resolved by reference to the executed instrument in English whether or not counterparts thereof are written and/or executed in any other language.
11.9 The Contract is governed by and subject to English Law and to the non-exclusive adjudication of the English Courts.
Any enquiries should be addressed to:
BSI Licensing Department, BSI Standards Limited , 389 Chiswick High Road, London W4 4AL
Tel: +44 (0) 20 8996 7070
Email: copyright@bsigroup.com
