Luckins Data Services

Standard Terms & Conditions for License of Luckins Data Services

DEFINITIONS

1. -

2. LICENCE

   1. In consideration of the Annual Licence Fee and notwithstanding the obligations of confidentiality contained in Clause 12, the Company hereby grants a non-exclusive licence to the Customer to install the Data Service and allow it to be accessed only by the Customer and the Customer's employees in accordance with the terms of this Agreement.
   2. The number of Users and/or Sites detailed in Schedule A represents the maximum number of Users and/or Sites at which the Customer is licensed to access the Data Service.  Subject to the written agreement of both parties this number may be changed from time to time during the continuance of this Agreement.
   3. The Customer may include Luckins Codes and such other elements of the Data Service required for normal trading activity in electronic trading messages for exchange only with other licencees of the Company's data services.
   4. With the exception of the rights in Clause 2(c), this Agreement specifically excludes the right to republish, redistribute or make available for access the Data Service, in part or in whole in any form whatever, including but not restricted to printed and electronic media.

3. INTELLECTUAL PROPERTY RIGHTS

   1. All Intellectual Property Rights in the Data Service as supplied by the Company under this Agreement will remain the property of the Company.
   2. Luckins Codes, including TSI Codes and Product Range Codes, have been developed and are owned by the Company and as such are not in the public domain.
   3. On termination the Customer's rights to use the Intellectual Property Rights in the Data Service shall cease. 
   4. From time to time the Company may include trace data in the Data Service.  Such trace data is solely for the purpose of demonstrating the origin of the content included in the Data Service and has no impact on the commercial value of the Data Service.

4. MEDIA

   1. The Data Service shall be supplied to the Customer on Media which shall at all times remain the property of the Company.

5. CUSTOMER'S OBLIGATIONS

   1. The Customer acknowledges that the Data Service supplied by the Company is for its own sole use and that the Customer undertakes not to part with possession of the Data Service or pass it to any person, company or organisation not authorised in writing by the Company whether during the period of the Agreement or at any time thereafter.
   2. The Customer shall notify the Company immediately of any change in the number of Users or Sites.
   3. The Customer shall notify the Company as soon as practicable if the Customer becomes aware of any unauthorised use of the Data Service by any third party.
   4. The Customer accepts full responsibility for ensuring that all computer software and hardware to be used in conjunction with the Data Service is suitable for that purpose.

6. ASSIGNMENT

   1. The Customer shall not be entitled to assign, sub-license or otherwise transfer the licence granted herein whether in whole or in part, without prior written consent of the Company.

7. COMPANY'S OBLIGATIONS

   1. The Company will provide the Data Service agreed between the two parties.
   2. The Company will use reasonable endeavours to obtain product and price information from such Suppliers as shall be agreed from time to time by the parties and provide the same as part of the Data Service.
   3. The Company will use reasonable endeavours to ensure the accuracy, timeliness and completeness of the data supplied;
   4. The Data Service shall be furnished by the Company to the Customer on a choice of media and in a format and frequency to be mutually agreed.

8. MINIMUM PERIOD AND TERMINATION

   1. The minimum period of the Agreement is 12 months.
   2. The Customer may terminate the Agreement at the end of the minimum period by giving written notice 1 month prior to the second anniversary of the Agreement.  After the minimum period has elapsed either party may give 1 months written notice to terminate the Agreement at any time.
   3. Without prejudice to any rights of the parties by law, statute or under these conditions the Company may terminate this Agreement forthwith on giving notice in writing to the  Customer if:
      1. the Customer commits any material breach of this Agreement including non payment of fees and does not remedy it (if it is capable of remedy) within 14 days after receipt of a written request to remedy such breach; or
      2. any distress, execution or other legal process is levied on the Customer's assets; or
      3. the Customer shall make any agreement or composition with its creditors or shall commit any act of bankruptcy or being a corporate shall (other than for the purposes of a capital reconstruction) enter into liquidation or have a winding up petition presented against it or call a meeting of its creditors or suffer the appointment of a receiver or administrative receiver over all or any part of its undertaking or assets or an administrator is appointed.
   4. In the event that the Company terminates this Agreement under sub clause 8(c) above, without prejudice to any other right it may have, the Company shall be entitled to recover the full contract value of the Data Service provided up to the date thereof and the costs of any goods and services ordered by it prior to the date thereof for which the Customer has agreed to pay but which may not have been invoiced.
   5. On termination of this Agreement no further use may be made by the Customer or the Users of the Data Service supplied under this Agreement.  All files containing such data (including security back-up copies) must be deleted from the Customer's and the Users' computers and the Customer must certify in writing to the Company that all such files and any corresponding hard copies have been deleted if requested by the Company.

9. FEES

   1. The Customer agrees to pay
      1. The first Annual Licence Fee on commencement of this Agreement and, where the context requires, the a further Annual Licence Fee on each subsequent anniversary thereof.  The Annual Licence Fee shall not be refundable on termination of this Agreement.
      2. The Maintenance Fee within 21 days of date of invoice. 
      3. If for any reason a subsequent complete or partial file re-create is requested, the Customer agrees to pay the Company the current Re-create Fee within 21 days of date of invoice.
   2. The Customer understands that the Annual Licence Fee and Maintenance Fee may vary during the continuance of this Agreement according to the configuration of the Data Service and is responsible for reporting to the Company any change in the number of Users or Sites.
   3. Notwithstanding any changes to the Fees under the provision of Clause 9(b) the Company reserves the right to review the Fees on each anniversary of this Agreement.
   4. The Company reserves the right and the Customer grants the right to physical on-site audit of the Customer's usage of the Data Service on a periodic basis, not to exceed twice per 12 (twelve) months.  Such inspections to be carried out during normal working hours following reasonable written notice at a time mutually agreed between the parties in writing.  Such audit shall be limited to the records directly relevant to and evidencing such usage. An employee of the Company shall carry out such audit.  Any information ascertained by the Company as a result of or in connection with such audit shall be Confidential Information and the Company warrants that its auditor shall be aware of and shall abide by the duty of confidence attaching thereto by reason of this Agreement or otherwise.
   5. If the Customer defaults over payment of any sum due under the terms of this Agreement, or the Customer is in breach of any other material provision of this Agreement, the Company, in addition to any other rights, has the right to suspend all further deliveries to the Customer until such breach is made good.

10. VALUE ADDED TAX

    1. All prices and charges are subject to the addition of Value Added Tax (where applicable) at the appropriate rate which shall be payable on condition that the Company shall have first submitted to the Customer a valid VAT invoice.

11. LIMITATIONS OF LIABILITY

    1. The parties agree that they shall not (save in respect of any breach of the provisions contained in Clause 12 or in respect of any infringement of Intellectual Property Rights)  be liable to each other for loss of profits or revenues or for any incidental, indirect, unforeseeable or consequential damages including loss of profit in the event of any breach of this Agreement by either of them save that nothing herein set out shall purport to exclude or limit the liability of the parties for any personal injury or death caused by their negligence.
    2. The Company does not warrant the accuracy or timeliness of the Data Service, but will have used reasonable efforts to ensure the information supplied is both accurate and up to date.  Furthermore the Company is not engaged in any effort to fix or regulate any price information provided.  There is no understanding that any prices provided within the Data Service will be maintained by the Customer in its dealings with third parties.
    3. The Company's liability hereunder shall not in any case exceed the aggregate Licence Fees and Maintenance Fees paid by the Customer in the previous 12 months.

12. CONFIDENTIAL INFORMATION

    1. Neither party shall use, copy, adapt, disclose or part with possession of any Confidential Information except as strictly necessary to perform its obligations or exercise its rights under this Agreement provided that this obligation shall not apply to Confidential Information which:
       1. the receiving party can prove was already in its possession at the date it was received or obtained; or
       2. the receiving party obtains from some other person without any breach of confidentiality; or
       3. comes into the public domain otherwise than through the default or negligence of the receiving party or which is independently developed by or for the receiving party; or
       4. the receiving party is under a statutory obligation to disclose to a Government body, agency or regulatory body.
    2. Each party shall ensure that its employees, agents and sub-contractors are bound by an undertaking in substantially the same terms as contained in this clause.
    3. The obligations in this clause shall continue in force not withstanding termination of this Agreement for any reason whatsoever.
    4. The details of this Agreement, but not its existence, shall be deemed Confidential Information.

13. GENERAL

    1. No modification of these terms and conditions shall be binding upon the parties unless otherwise stipulated herein or agreed in writing by an authorised representative of both parties.  No terms, conditions or warranties shall be incorporated into this Agreement by implication or by any wording contained in any order or howsoever otherwise stated.
    2. For the avoidance of doubt, the parties agree and declare that this Agreement constitutes the entire agreement between them on the subject matter hereof and supersedes all earlier meetings, discussions, representations, letters and arrangements of whatever kind.
    3. For the avoidance of doubt, this Licence Agreement and these Terms & Conditions for the Supply of Data Services take precedence over the Terms and Conditions contained in the Customer's purchase order.
    4. No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party, nor shall any waiver of its rights operate as a waiver of any subsequent breach.
    5. All such notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address in the United Kingdom as the recipient may designate by notice given in accordance with the provisions of this clause
    6. This Agreement is governed by and shall be construed in accordance with English law .  The parties hereby submits to the exclusive jurisdiction of the English Courts.