Eurocodes Plus Terms & Conditions of sale
In these Conditions, the following terms shall have the following meaning:
Authorised Users: means those employees, agents and independent contractors of the Customer or Authorised Users of another Customer who are authorised by the Customer to use the Services as further set out in the Order Form.
Conditions: means these Conditions as amended by BSI from time to time and published by BSI on Terms & Conditions.
Customer means the customer of BSI subscribing to Eurocodes PLUS in accordance with the Subscription Agreement and whose details are set out in the Order Form.
Dynamic Document means the document produced by the Authorised Users adding their own data, including, but not limited to, documents, comments and notes, to their subscription.
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.
Eurocodes PLUS Package: means the Eurocodes PLUS module(s) or other combination of Documents subscribed to by the Customer as further set out in the Order Form.
Initial Subscription Term: means the term initially set out in the Order Form.
Material: means the standards and standards related data, including full text documents, parts of documents or bibliographic data made available to the Customer via Eurocodes PLUS in any format.
Order Form: means the BSI Order Form as attached to these Conditions originally submitted by the Customer to enable the Subscription to be set up.
Services: means the access to the Eurocodes PLUS Package provided by BSI to the Customer under the Subscription Agreement.
Subscription Agreement: means the agreement between BSI and the Customer to provide the Services as comprising of the Order Form and the Conditions.
Subscription Fees: means the subscription fees payable by the Customer to BSI for the User Subscriptions, as set out in the completed Order Form.
User Guide: means the user guide and related documents designed to assist the Customer to use the Services.
1.1. Subject to the terms and conditions of the Subscription Agreement, BSI hereby grants to the Customer a non-exclusive, non-transferable, revocable, access and use limited right to permit the Authorised Users to use the Services and the Material during the Initial Subscription Term as extended in accordance with these Conditions solely for the Customer's usual business operations.
1.2. The Customer acknowledges that the Subscription Agreement 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. The Material incorporates both visible and invisible watermarks. In particular, and without limitation, the following restrictions are to be observed by the Customer:
- • 2.1.1. Each Authorised User may only print one hard copy of (1) any of the full-text standards or other documents that make up the Material and/or (2) the Dynamic Documents. These copies may not be used to build up a hard copy reference collection that exceeds 5% of the number of documents within the Eurocodes PLUS Package subscribed to. Such licensed copies must be destroyed on expiry and subsequent non-renewal of the Subscription Agreement.
- • 2.1.2. Each Authorised User may only download one single electronic copy of (1) any of the full-text standards or other documents that make up the Material and/or (2) the Dynamic Documents. These copies may not be used to build up an electronic reference collection that exceeds 5% of the number of documents within the Eurocodes PLUS Package subscribed to. Such downloaded electronic copies must be removed on expiry and subsequent non-renewal of the Subscription Agreement. Such Material may not be copied or circulated electronically, including by electronic mail, even for internal use within the licensed Customer site.
- • 2.1.3. The Authorised User may copy a maximum of 10% of the content of any of the full-text standards or other documents and paste it to another document for internal use within the licensed Customer site. The copied content in the new document must contain "Copyright BSI © Date (where date is the date of copyrighted material)". Such content is licensed for use only for the duration of the Subscription Agreement. Such copied extracts of the Material must be deleted from the internal document on expiry and subsequent non-renewal of the Subscription Agreement.
- • 2.1.4. Where a Customer has a specification or tender requirement to reproduce any of the Materials as part of the documentation for external submission, the necessary pages of the Materials, including the whole document if required, may be reproduced and submitted.
2.2. Subject to Clause 2.1 above:
- • 2.2.1. BSI will issue the Customer 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, promptly notify BSI.
- • 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.
- • 2.2.4. The Customer may make a reasonable number of copies of the User Guide, provided 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 reasonably deems appropriate to ensure compliance with this Subscription Agreement, including covert and overt copy-detection and licence awareness technology and encoding of requestor/user information in printed and electronic formats. Any attempt to circumvent such access restrictions or BSI security measures will be considered a material breach of these Conditions. In addition to any other remedies available to BSI hereunder, at law or in equity, if BSI determines that the Customer has allowed or committed access in violation of these Conditions, then BSI may halt, restrict or limit subscription access or duration to the Services, require additional user registration or authentication information, or charge additional Subscription Fees, for which the Customer will be solely responsible to pay.
- • 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 Eurocodes PLUS Package. The Customer must not remove any proprietary legends or markings, including copyright notices, electronically encoded information, watermarks, or any BSI-specific markings.
- • 2.2.7. To the best of the Customer's knowledge and ability, all copies of the Material whether electronic or in hardcopy form must be destroyed and deleted if the Service is terminated or cancelled by BSI or the Customer. At its discretion, BSI may require a certificate that such destruction has occurred to the best of the Customer's knowledge and ability. At BSI's discretion and on not less than 7 days' notice, the Customer shall permit BSI or its authorised representative to inspect and take copies of such books and records necessary for the purpose of verifying the Customer's compliance with the terms of this License.
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 42 days prior to the end of the Initial Subscription Term or any renewal term.
4. Limited warranties
4.1 Each party represents and warrants that it is fully authorized to enter into the Subscription Agreement.
4.2. Subject to clause 4.3, BSI shall provide the Services to comply with best industry practice.
4.3. 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/Material, including without limitation, that 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.
4.4. 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.
4.5. BSI is not aware of any inherent risk of viruses in the files forming part of the Material at the time that they are downloaded. BSI has exercised due diligence to ensure, so far as practicable, that such files do not contain such viruses. The files supplied may contain embedded typefaces. In downloading these files, the parties accept therein the responsibility of not infringing the licensing policy of Adobe®, Microsoft or other license holders. 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. Adobe® is a trademark of Adobe Systems Incorporated. Silverlight is a trademark of Microsoft Corporation.
5. Term and termination
5.1. Unless sooner terminated in accordance with this section, the Subscription Agreement shall commence on the Effective Date and continue until the expiry of the Initial Subscription Term.
5.2. Subject to clause 5.7 below and so long as the Customer is not in breach of these Conditions, the Subscription Agreement will renew for successive annual renewal terms unless the Customer provides BSI with written notice of its intent not to renew no less than 30 days prior to the end of the Initial Subscription Term or any renewal term.
5.3. If the Customer notifies BSI of its intent not to renew in writing and such request is received by BSI less than 30 days prior to the end of the Initial Subscription Term or any renewal term but before the commencement of the new renewal term, the Customer must pay to BSI within 30 days of such termination, a cancellation fee of £1000 to meet BSI's administrative costs.
5.4. BSI may terminate the Subscription Agreement 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 Subscription Agreement or any law, rule or regulation governing the Material or 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
- • (iv) any governmental prohibition or required alteration of the Material or Services.
5.5. The Customer may terminate the Subscription Agreement, with 30 days prior written notice and opportunity to cure, upon:
- • (i) BSI's material breach of any provision of the Subscription Agreement or any law, rule or regulation governing the Material or Services;
- • (ii) any insolvency, bankruptcy or assignment for the benefit of creditors, appointment of trustee or receiver or similar event with respect to BSI; or
- • (iii) any governmental prohibition or required alteration of the Material or Services.
5.6. BSI may immediately terminate or suspend any or all of the Material or Services without notice if:
- • (i) it is necessary to protect BSI's legal liability to its third party providers;
- • (ii) BSI has reasonable evidence of the Customer's fraudulent or illegal use of the Material or Services; or
- • (iii) it is required by any legal or regulatory authority.
5.7. Notwithstanding any termination or suspension of the Subscription Agreement in relation to all or any of the Material or Services, all terms and conditions of the Subscription Agreement will continue to apply to any Material or 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 Material or Services not affected by any such termination or suspension.
5.8. BSI has the right, acting reasonably, not to renew the Subscription Agreement at the end of the Initial Subscription Agreement or at the end of any renewal period, by giving the Customer at least 60 days written notice of its intent 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 Subscription Agreement or otherwise its termination for any reason.
6. Consequences of termination
6.1. Upon expiration or termination of the Subscription Agreement for any reason, the Customer will:
- • 6.1.1. Discontinue all use of the Material and 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 Subscription Agreement hereunder for the Customer's breach under clauses 5.4 and 5.6 above, or if the Customer terminates the Subscription Agreement 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 5.5, above, then in addition to any other remedies BSI may have hereunder, at law or in equity, 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/Material 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 Material and 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 paid by the Customer to BSI for the Material or Service that gave rise to the claim.
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 Material and Services comprise valued proprietary and commercial information of BSI and its suppliers, and are copyrighted. The Customer acknowledges that the Subscription Agreement does not confer any ownership rights whatsoever in the Material and 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.
8.2. The Customer confirms to BSI and shall procure that each Authorised User confirms both to the Customer and BSI as follows:
- • a) the Authorised User has the right to submit his or her contribution(s) in the production of the Dynamic Document or the right to submit contribution(s) subject to the copyright of a third party where he or she has obtained that right in the contribution(s) from the owner of the copyright;
- • b) the Authorised User waives any copyright or other intellectual property rights in his or her contribution in favour of the Customer who is entitled to share these contributions with other Authorised Users in accordance with these Terms and Conditions;
- • c) Copyright in any new works that may result from the production of the Dynamic Document is exclusively and irrevocably assigned to BSI or the international and European standards organizations as the case may be; and
- • d) this assignment supersedes any competing rights in the new works (if any) that the Authorised User or Customer or any third parties may have.
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 Subscription Agreement and the benefit of the rights granted to and the obligations undertaken by the Customer under the Subscription Agreement 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 Material and 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 Subscription Agreement to any affiliate or any successor to all or substantially all of the assets of BSI to which the Subscription Agreement relates.
11.1. The Subscription Agreement 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 Subscription Agreement 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 Subscription Agreement 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 Subscription Agreement 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 Subscription Agreement shall not be construed as a future or continuing waiver of such provision or term of the Subscription Agreement.
11.6. If any provision hereunder is declared or held invalid, illegal or unenforceable, the Subscription Agreement will be revised only to the extent necessary to make such provision(s) legal and enforceable, or if impossible, the unaffected portions of the Subscription Agreement shall remain in full force and effect so long as the Subscription Agreement remains consistent with the parties' original intent.
11.7. The terms and conditions of the Subscription Agreement will survive the expiration or other termination of the Subscription Agreement 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 Subscription Agreement 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 Subscription Agreement consists of the Order Form and the Conditions and any additional attachments or terms set forth in writing by the Parties. The order of precedence in the event of a conflict will be:
- • (i) any additional attachments or terms set forth in writing and agreed by the parties; and
- • (ii) the Order Form and the Conditions.
11.10. The Subscription Agreement is governed by and subject to English Law and to the non-exclusive adjudication of the English Courts.