Wine Intelligence Ltd Terms and Conditions of Licence for Syndicated Research Products
1. Definitions and Interpretation
The “Agreement” means the Agreement between Wine Intelligence Ltd and the Customer to provide a Licence for the use of the Syndicated Research Report(s) for Fees on these terms and conditions of business and as set out in a Proposal and the Acceptance of Proposal.
“WI” is Wine Intelligence Ltd, trading as Wine Intelligence.
“Customer” means the person or entity purchasing the Licence for the use of the Syndicated Research Report(s).
“Syndicated Research Report” means a written document containing Wine Intelligence copyright materials such as data, information, insight, commentary, either written, oral, video, or audio and, where appropriate, copyright materials of a Third Party that have been reproduced by permission.
“Proprietary Information” means all information contained in the Syndicated Research Report(s) and associated briefings or presentations by WI, plus all logos, Processes, third party data and formats contained therein.
“Single User Licence” means a non-exclusive licence to store and retrieve the Syndicated Research Report for reasonable use by the Customer in the course of its own business, subject to clauses 7.1 and 7.2 below.
“Multiple User Licence” means a non-exclusive licence to store and retrieve the Syndicated Research Report for reasonable use by the Customer in the course of its business, including a defined list of third party organisations to whom the licence is extended on the same terms as for the Customer, subject to express written permission of WI and the payment of additional Fees commensurate with the scope of the Multiple User Licence.
“Syndicated Research Report” means a written document containing Wine Intelligence copyright materials such as data, information, insight, commentary, either written, oral, video, or audio and, where appropriate, copyright materials of a Third Party that have been reproduced by permission.
“Acceptance of Proposal” means the document provided by the Customer to WI confirming the terms of engagement of WI to provide the Customer with the Licence for the use of the Syndicated Research Report(s).
“Fees” means the fees payable by the Customer to WI, as set out in the Contract.
“Processes” means any research processes, techniques and methodologies used in the creation of the Syndicated Research Report(s).
“Proposal” means the specification of the Syndicated Research Report(s) by WI to the Customer.
“Representative Organisation” means any body, association, trading group, generic organisation or any other coalition of interested parties, howsoever constituted, that acts on behalf of a broader group of stakeholders.
“Report Credits” means vouchers that may be purchased in advance to be used for the payment of Fees for reports, which are valid for 12 months from the date of issue, subject to the terms set out in Clause 8.
2. Engagement
The Customer engages WI to provide the Syndicated Research Report(s), and WI agrees to do so upon the terms of the Agreement for payment of the Fees.
The Fees for the Syndicated Research Reports shall be priced in Pounds Sterling. WI will publish indicative prices in Euros, US Dollars, Australian Dollars, Canadian Dollars from time to time, and the Customer will have the opportunity to pay for Syndicated Research Reports using these currencies. Should the Customer opt for this form of payment the exact amount payable will be based on the prevailing exchange rate at the time of the execution of the Agreement.
3. WI Responsibilities
WI will use its best reasonable endeavours to:
3.1 Provide the Customer with the Syndicated Research Report within the timescale and in the manner set out in the Proposal and Acceptance of Proposal, and otherwise generally in accordance with the reasonable requirements of the Customer.
3.2 Provide a Proposal showing in outline the scope of the Syndicated Research Report.
3.3 To work in a professional manner at all times, and to abide by the Market Research Society Code of Conduct (www.mrs.org.uk).
4. Customer Responsibilities
The Customer must at all times:
4.1 Adhere to the Copyright and Licence terms of the Syndicated Research Report.
4.2 Report any breach, or apparent breach, of the Copyright and Licence terms as soon as reasonably possible.
4.3 Abide by the Market Research Society Code of Conduct in regards to the responsible usage of research material and Syndicated Research Reports.
5. Confidentiality
Both parties shall keep any confidential information shared between them as part of this Agreement confidential, except when entitled or bound to disclose under compulsion of law.
6. Copyright
6.1 The Copyright in the Syndicated Research Report(s) shall at all times vest with WI. The copyright in all artwork, data and copy for each element of the report created and assembled by WI shall at all times remain the property of WI.
6.2 All copyright and any other intellectual property rights in any material produced supplied or made available by a third party to WI for inclusion in the Syndicated Research Report shall remain the property of the third party. The Customer warrants its title to WI, except as may be expressly disclosed in writing, and agrees to indemnify WI against any claims by third parties in respect of any infringement of their copyright or other intellectual property rights.
6.3 WI asserts to the Customer its moral right to be identified as the author of the Syndicated Research Report in accordance with the UK Copyright Designs and Patents Act 1988 Section 77 and 78, and shall be entitled to hold itself out as the author of the Syndicated Research Report (and in particular the research undertaken in the process of completing the Syndicated Research Report) as part of WI’s own general marketing activities. WI shall be entitled to publish the name of the Customer in association with the Syndicated Research Report(s) as part of this general marketing activities.
6.4 The copyright in the Processes used to execute the Syndicated Research Report shall remain the property of WI throughout.
7. Licence
7.1 WI grants to the Customer under the Agreement a non-exclusive Single User Licence in perpetuity to store and retrieve an electronic version of the Syndicated Research Report(s).
7.2 The Customer is entitled to disseminate the Syndicated Research Report(s) within its immediate organisation, which can be defined as the purchasing entity itself, its subsidiaries, parent companies, or other organisations that hold a majority ownership in the entity. The Customer SHALL NOT be entitled to disseminate the Syndicated Research Reports to any third party, which shall include any agencies, contractors, Representative Organisations, without the express written permission of WI, and the payment of additional Fees as determined by WI commensurate with a Multiple User Licence.
7.3 If the Customer is a Representative Organisation, the entitlement outlined in Clause 7.2 DOES NOT extend to parties who hold membership or similar interest in the Representative Organisation, except by specific written permission from WI and the payment of further Fees associated with a Multi-User Licence.
7.4 The Customer is entitled to extract elements of the Syndicated Research Report and re-use them for internal and external presentations, subject to the doctrine of Fair Use.
7.5 At all times the Customer must identify any information extracted from the Syndicated Research Report in 7.5 above as being from WI.
8. Report Credits
Fees may be payable using Report Credits, which WI will market from time to time, at its own discretion. Report Credits may only be used by the Customer to purchase Single User Licences of Syndicated Research Reports, and may not be used to pay any other Fees due to WI. Report Credits cannot be used as part-payment for Syndicated Research Reports except by express written permission from WI.
9. Warranties
No advice or information whether oral or written provided by WI to the Customer through the Syndicated Research Report(s) shall create any warranty not expressly stated in this Agreement.
The Client warrants and undertakes to abide by the UK Copyright Designs and Patents Act 1988 Section 77 & 78, and undertakes to obey the copyright restrictions on any materials received as part of this Agreement.
10. Termination for Breach
The following obligations are conditions of the Agreement and any breach of them shall be deemed a material breach which shall entitle the non defaulting party at their discretion to terminate the Agreement immediately and the rights and liabilities of the parties shall then be determined in accordance with Section 11. WI and the Customer shall each comply with the terms of any Notice from one to the other specifying a breach of the provisions of this Agreement, and requiring the breach to be remedied so far as it may be. Neither party shall be required to serve Notice of any breach before taking action in respect of it, if it would not be necessary or appropriate to do so.
10.1 Failure on the part of the Customer to make punctual payment of all Fees or any other sums due to WI under the terms of the Agreement.
10.2 If either party commits a breach of its obligations under the Agreement and fails to remedy it within fifteen days of any Notice to do so by the other.
10.3 The levying of any distress or execution against either party or the making of any composition or arrangement with creditors or if an order is made or a resolution passed for its winding up otherwise than for the purpose of a reconstruction or amalgamation without insolvency.
11. Termination Consequences
In the event of the Agreement being terminated whether by lapse of time, Notice, breach or otherwise:
11.1 The Customer shall immediately pay to WI all arrears of the Fees and any other sums due under the terms of the Agreement.
11.2 Either party shall be entitled to exercise any rights and remedies given to it under the terms of the Agreement. Termination of this Agreement shall not affect or prejudice such rights and remedies, and each party shall remain liable to perform all outstanding liabilities under the Agreement, notwithstanding that the other may have exercised one or more rights or remedies against it.
11.3 Any right or remedy to which either party is or may become entitled under the Agreement or in consequence of the other’s conduct may be enforced from time to time separately, or concurrently with any right or remedy given by the Agreement, or now or afterwards provided for and arising by operation of law, so that such rights and remedies are cumulative.
12. Miscellaneous
12.1 Interest
All Fees and other sums not paid on the due date by the Customer to WI shall be liable to daily interest of 3% over the base rate of HSBC plc.
12.2 Severance
If any provision of the Agreement is declared unenforceable, the parties shall amend that provision in so that it reflects the mutual original intent. All other provisions of this Agreement shall continue in full force and effect.
12.3 Whole Agreement
Each party acknowledges that the Agreement contains the whole Agreement between the parties, and that it has not relied upon any oral or written representation made to it by the other or its employees or agents, and has made its own independent investigations into all matters relevant to it.
12.4 Assignment
Neither party may assign any of rights or obligations under the Agreement in whole or in part without prior written consent of the other.
12.5 Law and Jurisdiction
The Agreement shall be governed by English law, and the parties shall submit to the exclusive jurisdiction of the English Courts in respect of any dispute or matter arising connected with the Agreement. Notwithstanding the jurisdiction of the English Courts, the parties will attempt in good faith to resolve any dispute or claim promptly through negotiation.
12.6 Waiver
Waiver by either party of a breach of any provision of this Agreement by the other, or failure by either party to exercise any of its rights, will not operate or be construed as a waiver of any subsequent breach of that right, or as a waiver of any other right.
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