These terms and conditions are to be read in conjunction with a Services Agreement which, by its terms, will incorporate these by reference or have them attached.
In these Terms and Conditions the following items shall have the meanings ascribed below:
- “The Anniversary Date” means the date which is twelve months from the Commencement date and twelve months from any subsequent Renewal Date.
- “Commencement Date” means the date on which the Services commence, as set out in the Service Agreement, or such other date as may be agreed in writing by the Parties.
- “Initial Term” means the initial term of the Services Agreement as set out therein.
- “The Renewal Date” means the date of the first anniversary or such other date as the Parties may designate.
- “The Services” means the Jee products specified in the Services Agreement.
- “The Subscriber” means the person who is granted the license to access the subsea engineering library
- “The Subscription” means the annual, quarterly or monthly subscription fee for the provision of the Services set out in the Services Agreement.
- “The Subscription Period” means the initial term and any subsequent renewal period.
- “The Services Agreement” means the agreement between Jee and the Subscriber, which incorporates these Terms and Conditions.
- “The Identified User” means the person authorised by the subscriber to access the Subsea engineering library.
2. Rights and obligations of Jee
2.1. Jee shall provide the Services to the Subscriber upon the terms of the Services Agreement which incorporate these Terms and Conditions.
2.2. Jee hereby grants Subscriber a non-transferable, non-exclusive license to access and use on a subscription basis the Jee data identified in the Services Agreement (the "Library") hosted by Jee in accordance with these Terms and Conditions. Subscriber agrees to use the Library solely for Subscriber’s internal business purposes ("Permitted Internal Use Only”).
2.3. Jee shall use all reasonable care in the compilation of the information which forms any part of the Services.
2.4. Jee reserves to itself complete editorial freedom in the form and content of the Services and, if those alterations do not result in a material change to the Services, Jee may alter the same from time to time.
3. Rights and obligations of the subscriber
The Subscriber shall:
a) Not sell or disclose or distribute externally the data provided by Jee for any monetary or other consideration, without the prior written consent of Jee;
b) Use reasonable endeavours to comply with any terms attached to any of the Consents set out herein;
c) Authorise individual users to access and use the Library by assigning user IDs and passwords to each such user (an "Identified User”) in accordance with the terms of the Service Agreement ;
d) Subscriber shall make no attempt to (i) alter, modify, improve, reverse engineer, interfere, disassemble or decompile the Library and/or the hosting of the Services by which the Library is delivered; or (ii) sublicense or transfer any of Subscriber’s rights under this Agreement, except as otherwise provided in this Agreement;
e) Pay the charges when due.
4. The charges
4.1. The Subscriber’s obligation to pay the Subscription charges shall commence on the Commencement Date.
4.2. At the completion of the Initial Period, and at each subsequent Anniversary Date, the renewal Subscription charges will be notified to the Subscriber by Jee at least 30 (thirty) days before the expiry of the current period.
4.3. The Subscriber may terminate this Agreement on the date on which the renewal would have become effective "(the Effective Date”), by giving notice of termination to Jee at least 30 (thirty) days before the Effective Date, whereupon Jee will then refund any part of the subscription which relates to any period after that date already paid for.
4.4. All Charges shall be paid in full in cleared funds without set off, deduction or abatement on any grounds within 30 (thirty) days of the date of the invoice.
4.5. If any payment is not made in full by the Subscriber in accordance with the Service Agreement, Jee may charge interest on the outstanding amount from the due date until payment is made, at the rate of 5% above the base lending rate from time to time of Barclays Bank plc.
5.1. The Services Agreement shall come into effect on the Commencement Date and be valid for 12 months unless agreed otherwise.
5.2. The Services Agreement shall continue for the Initial Period and thereafter until terminated by either Party. The Agreement may only be terminated by one Party giving notice in writing to the other ("the Notice”) not less than 30 (thirty) days prior to the next anniversary of the Commencement Date. The Notice shall become effective and the Agreement deemed to be terminated on the next anniversary of the Commencement Date.
6. Intellectual Property Rights
a) “Intellectual Property Rights” means all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights subsisting now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term.
b) “Materials” means library materials supplied by Jee to the Subscriber or otherwise procured by Jee directly or indirectly or by its servants or agents whether in electronic or physical form and as such materials may be amended from time to time.
6.2. All Intellectual Property Rights in, arising out of or in connection with Jee’s Subsea engineering library and all Intellectual Property Rights in all materials supplied by Jee are owned by Jee.
6.3. Subscribers shall not:
a) Make copies (of any type) of the library materials (unless Jee has given its prior consent in writing);
b) Allow access to the library (including without limitation on a tablet computer, IPad or smartphone), to any other individual or corporation;
c) Assign, transfer, sell, lease, rent, charge or otherwise deal in or encumber the library materials on behalf of any third party or make the library materials available to any third party, and/or
d) Remove or alter any copyright or proprietary notice or trademark or trade name applied to the library materials.
6.4. Subscribers shall:
a) Notify Jee immediately if the subscriber becomes aware of any unauthorised use of the whole or any part of the library materials by a third party;
b) Take all reasonable steps to keep the confidential information contained in the library materials confidential, and to protect the Intellectual Property Rights in the library materials from unauthorised use.
6.5. If a subscriber makes an unauthorised copy (or copies) of all or any part of the library materials the subscriber shall be liable to pay Jee a license fee which shall be the equivalent of 50 annual renewals for each unauthorised copy of each module copied.
6.6. In order for Jee to ensure compliance with the terms of this Agreement, and, in particular, those set out in 5.3, above, Jee may, not more than once per 12 (twelve) month period and upon at least 60 (sixty) days advance written notice, and during normal business hours, itself perform, or nominate an appropriate and suitably qualified outside party ("the Auditor") to perform, an audit of the usage of the Library by a Subscriber ("the Audit"). The Audit shall also take place at the Subscriber’s premises which the Subscriber, in consultation with Jee, has deemed to be the most appropriate location for the Audit. The scope of the Audit will be limited to a demonstration of all databases and/or products and/or services ("the Subscriber’s Products") where the Library is utilised by the Subscriber, and a demonstration of the processes by which the incoming data is managed, including the control of its dissemination within the Subscriber, to determine how the data is being used ("the Demonstrations”). The sole purpose of the Demonstrations is to prove to the Auditor that there have been no breaches of the Permitted Use Only requirement.
The Audit Report shall include all such documentary evidence on which the Auditor has relied to establish the Audit Findings ("the Findings”), and the Audit Report shall be made available to the Subscriber as soon as it has been accepted by Jee.
For the avoidance of doubt, Jee shall not normally require information regarding the Subscriber’s clients.
6.7. Should the Audit determine that the Subscriber is using the Library in any way which materially contravenes the terms of this Agreement, Jee reserves the right, at its sole discretion, to require that:
6.7.1 The Subscriber reimburses Jee for the full costs of the Audit;
6.7.2 The Subscriber reimburses Jee for the full costs, on an indemnity basis, for all costs and expenses which Jee suffers as a result of the Subscriber’s improper use of the Data including, but not limited to, (i) the costs of the Audit and (ii) an adjustment to The Charges to represent the difference between The Charges as they appear in the Agreement and the Charges Jee would have applied for an Agreement whose terms permit Uses other than Permitted Internal Use Only.
6.8 Jee’s Audit Rights shall at all times be exercised in accordance with the information industry's best practice standards. In particular, they shall represent the minimum disruption of Subscriber's business operations and shall comply with the Subscriber's security and confidentiality requirements. Any and all information, documents or materials learned or obtained in connection with any such Audit shall be deemed to be Confidential Information.
7. Identification/User ID and password
7.1. Subscriber is responsible for ensuring the confidentiality of its corporate ID and password, and/or the user IDs and passwords of Identified Users of the Services. In no event will Jee be liable for the foregoing obligations in the event of the failure by Subscriber to fulfil such obligations.
7.2. Unauthorised use of your User ID and Password for online access with or without your knowledge is a breach of this agreement and a violation of Jee’s copyrights. Jee reserves the right to deny you access to the Subsea engineering library if it believes that other people are accessing the Subsea engineering library through your user details.
8. Law and jurisdiction
This agreement shall be governed by and shall be construed in accordance with the laws of England and Wales. The parties hereby irrevocably agree that the Courts of England and Wales shall have the jurisdiction over any dispute arising out of this agreement.
9. Representations and warranties
Although Jee has used its diligent efforts to ensure the accuracy, completeness, timeliness and correct sequencing of the library, Subscriber agrees that neither Jee nor Jee’s third-Party software, library or service providers shall have any liability whatsoever for the accuracy, completeness, timeliness or correct sequencing of such data or information, or for any decision made or action taken by Subscriber in reliance upon such data.
Jee warrants that it will exercise reasonable skill and care in the provision of the Services.
All other implied warranties, conditions and terms, be they implied by statute or law or otherwise are excluded to the fullest extent permitted by law.
- Jee disclaims all liability for any reliance placed by the subscriber, the user or any other third party, on the library content.
- Liability for errors in the library materials is limited to their correction without charge.
10.1. Without prejudice to any of its rights in this Agreement, Jee may immediately suspend all or any part of the provision of the Services if the Subscriber fails to pay any of the Charges on the due date. Further, Jee may terminate the Services Agreement if the breach which gave rise to the suspension is a breach of clause 3.4 and is not remedied within seven days of notice requesting payment by the Subscriber.
10.2. The Services Agreement may be terminated by either Party forthwith on notice in writing to the other Party if:
a) The other Party commits a material breach of any term of the Services Agreement (other than one falling under clause 9.1 above) and (in the case of a remediable breach) fails to remedy the breach within twenty eight days of a written request by the Party not in breach to do so;
b) A resolution is passed or an order is made for the winding up of the other Party (other than for the purpose of solvent amalgamation or reconstruction) or the other becomes subject to an administration order or a receiver or administrative receiver is appointed or an encumbrancer takes possession of any of the other property or the other suffers any analogous process under any foreign law.
11. Consequences of termination
11.1. Any termination of the Services Agreement for any reason shall not affect the rights or obligations accruing or accrued to either Party and which may have existed prior to its termination.
11.2. Upon the termination of the Services Agreement for whatever reason:
a) The provision of the Services shall terminate automatically;
b) The Subscriber shall immediately pay to Jee all outstanding Charges;
c) Jee shall pay to the Subscriber any amount of Subscription which relates to any period after the termination of the Services Agreement less any amount of Charges outstanding.
12. Force majeure
12.1. Neither Party shall be liable to the other for any abatement of Charges, delay or non-performance of its obligations under the Services Agreement arising from any cause or causes beyond its' reasonable control (a "Force Majeure Event") including, without limitation:
a) A flood, storm, or other natural disaster; or
b) Any war, hostilities, revolution, riot or civil disorder; or
c) Any destruction, breakdown (permanent or temporary) or malfunction of, or damage to, any premises, plant, equipment or materials (including any computer hardware or software or any records) belonging to Jee; or
d) The introduction of, or any amendment to, any law or regulation, or any change in its interpretation or application by any authority; or
e) Any action taken by a governmental or public authority or any agency of the European Economic Community, including any failure to or delay in granting a consent, exemption or clearance; or
f) Any strike, lockout or other industrial action; or
g) Any breach of contract or default by, or insolvency of, a third Party, excluding an agent or subcontractor of the Party relying on the relief and a company in the same group as the Party relying on the relief which may be provided by this clause; or
12.2. The Party relying on the Force Majeure Event shall:
a) Give notice in writing of the Force Majeure Event to the other Party as soon as reasonably possible stating the commencement and extent of the Force Majeure Event, the cause thereof and its estimated duration;
b) Use all reasonable endeavours to mitigate the effects of the Force Majeure Event upon the performance of its' obligations under the Services Agreement;
c) Resume performance of its obligations as soon as reasonably possible after the termination of the Force Majeure Event.
We endeavour to respond to all complaints immediately. If you wish to make a complaint please contact:
Hildenbrook House, The Slade
Tonbridge, Kent, TN9 1HR
T: +44 1732 371371
F: +44 1732 361646
Office hours Mon – Fri 8.30am – 5:30pm (UK time)
15.1. Nothing in the Services Agreement shall constitute or be construed as constituting or establishing any partnership , joint venture or agency relationship between the Parties for any purpose.
15.2. The illegality, invalidity or unenforceability of any terms, conditions or provisions of the Services Agreement shall not affect the legality, validity or enforceability or the remaining terms, conditions or provisions. If any terms, conditions or provisions are found by any competent court, arbitrator or authority to be illegal, invalid or unenforceable the Parties agree that they will substitute provisions in a form as similar to the offending provisions as is possible without rendering them illegal, invalid or unenforceable.
15.3. The subscriber shall have no authority to bind Jee in any way.
To give notice under the Contract a letter must be delivered personally or sent by pre-paid first class post to the registered office address and normal business address of the recipient. A notice delivered by hand is served when delivered; a notice sent by post is served once 2 business days after posting have elapsed.