Licensing terms and conditions – Agriconnect

    You or Your: The person, firm, corporation or other organisation entering into this agreement with us by accepting these terms. Where the context so requires, You or Your includes your Authorised Users.
    Us, We, or Our: Arc Media Holdings Limited (company number 13558953), trading as Agriconnect.
    Affiliates: in respect of any person to whom the term Affiliate refers a company, corporation or partnership or other business entity (“entity”) which is directly or indirectly controlled by or under substantially common control with or controls (as the case may be) the person so referred to and for this purpose “control” means the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership, agreement or other document regulating the entity in question) that the entity’s affairs are conducted in accordance with its wishes.
    Authorised Users: those persons listed in the Order or such other persons as are agreed by the parties from time to time.
    Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 5.
    Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (having the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply in relation to the use of Personal Data “Data Controller”, “Data Processor”, “Personal Data” and “Data Subject” have the meanings in the Data Protection Legislation.
    Digital Materials: the electronic materials described more fully in the Order under ‘Services’
    Materials: the Digital Materials.
    Order: the order form completed and signed by the parties or other written confirmation setting out the particulars of the licence We are to provide You.
    Party: either the licensee or licensor, dependent on the context of the agreement.
    Services: the provision of Materials.
    Member Data: The data input by you (and anyone authorised by you) for use in conjunction with the Materials.
    Licence Fee: The licence fee for the Services to be provided under this agreement, as specified in our invoice relating to this agreement.
    Licence Period: The period in respect of which either (a) a Licence Fee is payable for the Services, as specified in our invoice relating to this agreement or (b) a free trial is to operate as specified in writing by Us.
    Term: the period starting from the Start Date and expiring on the End Date as set out in the Order.
    Your Sites: All sites, offices and locations that you and we have agreed are covered by this agreement and are listed in the Order.
    2.1 We authorise you and/or your Authorised Users to use the Digital Materials specified in the Order on a non-exclusive basis for the Term for which you agree to pay us the Licence Fee save insofar as You and We have agreed that the Digital Materials will be provided without charge for a limited trial period in which case the balance of these Terms and Conditions shall be binding. For the avoidance of doubt, free trial periods may not be renewed or repeated without Our express written consent.
    2.2 The Licence Fee shall be paid to Us save insofar as the Order provides that the Licence Fee may be paid via a third party agent of Yours (“Third Party Agent”). In the event that payment is made via a Third Party Agent You shall indemnify Us and keep Us indemnified against any loss, damage, costs and expenses We suffer or incur as a result of any default by the Third Party Agent in making payment of the Licence Fee in accordance with the terms of the Order as otherwise set out in this agreement.
    2.3 The authorities and licences set out in clause 2.1 above start when you enter into this agreement and end
    (a) if the Licence Period expires without your agreeing to renew this agreement on the terms and Licence Fee then applying; or
    (b) If this agreement is terminated under clause 7.
    2.4 You and/Your Authorised Users may:
    (a) Search, view, copy and print out material containing Digital Materials for your own use;
    (b) Access the Digital Materials while away from your principal place of work.
    2.5 You shall not:
    (a) Attempt to duplicate, modify, disclose or distribute any portion of the Digital Materials except as expressly permitted in this Agreement; or
    (b) Host the Digital Materials (or any copy or copies thereof) on any server or other device or otherwise provide access to the Digital Materials (or any copy or copies thereof) except as expressly permitted in this Agreement.
    3.1 You will take all steps necessary to ensure that Authorised Users comply with the terms of use of the Services in this agreement and do not:
    (a) copy, print out or otherwise reproduce any Materials nor any material relating to part of the Services, except as permitted under this Agreement or authorised by us in writing;
    (b) make any part of the Materials or of the Services available to anyone whose principal place of work is not one of your organisation’s sites, except as permitted under this agreement or authorised by us in writing;
    (c) Alter any part of the Materials or Services; or
    (d) Purport to assign or otherwise dispose of your rights under this agreement.
    3.2 You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Materials or Services using accounts created with your username and password, including without limitation taking all necessary steps to ensure that no part of the Materials or Services is accessible to an Authorised User after his or her employment by You ends. You will be required to co-operate with Our reasonable requirements from time to time in this regard.
    3.3 You acknowledge and agree that we and our licensors own all intellectual property rights in the Materials. Except as expressly stated to the contrary, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Materials or any related documentation.
    3.4 You are responsible for configuring your information technology, computer programs and platform in order to access the Services. Notwithstanding clause 4.2, you should use your own virus protection software.
    3.5 In the event that You are unable to access the Digital Materials for a period exceeding 48 hours’ duration You must inform Us no later than 7 days thereafter. We are unable to accept any liability in respect of loss and damage arising from any failure to comply with the foregoing requirement.
    3.6 You shall provide us such copies of documentation as We reasonably require from time to verify Your compliance with the terms of this Agreement.
    3.7 We reserve the right to suspend provision of the Services in the event that you fail to make payment of the Licence Fee in accordance with the relevant invoice. In the event such right is exercised provision of the Services shall be restored on our receipt of full payment of the outstanding Licence Fee.
    4.1 We warrant that you will not infringe any third party intellectual property rights by using the Materials.
    4.2 We will take reasonable steps to ensure that any data files we supply to you as part of the Service are virus-free.
    4.3 We will use our best endeavours to ensure that Licencee Data is maintained securely and is properly backed-up. In the event of any loss or damage to Licencee Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Licencee Data from the latest back up of such Licencee Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Licencee Data caused by any third party (except those third parties sub-contracted by us to perform services related to Licencee Data maintenance and back-up).
    4.4 We will use all reasonable endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom business hours.
    5.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
    (a) Is or becomes publicly known other than through any act or omission of the receiving party; or
    (b) Was in the other party’s lawful possession before the disclosure; or
    (c) Is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
    (d) Is independently developed by the receiving party, which independent development can be shown by written evidence; or
    (e) Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    5.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
    5.3 Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed except in accordance with the terms of this agreement.
    5.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in our case, those third parties sub-contracted by us to perform services related to Licencee Data maintenance and back-up).
    5.5 We acknowledge that the Licencee Data is your Confidential Information.
    5.6 This clause shall survive termination of this agreement, however arising, by two years.
    6.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
    (a) Any breach of this agreement.
    (b) Any use made by you of the Services or any part of them; and
    (c) Any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this agreement.
    6.2 Except as expressly and specifically provided in this agreement all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
    6.3 Nothing in this agreement excludes our liability:
    (a) For death or personal injury caused by our negligence; or
    (b) For fraud or fraudulent misrepresentation.
    6.4 Subject to clause 6.3 above:
    (a) we shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
    (b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose.
    6.5 Under this clause, our liability includes that of any Affiliate and their respective agents, employees and sub-contractors, includes any other party claiming through you and loss or damage, includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Services, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
    6.6 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
    7.1 This agreement will terminate if you are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to you.
    7.2 On termination of this agreement for any reason:
    (a) All licences granted under this agreement shall immediately terminate;
    (b) Subject to the exceptions in this sub-clause, you will take reasonable steps to delete the Materials from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of any part of the Materials. You are not required to delete or destroy archive material, e.g. presentations, containing Materials that were made prior to termination, or copies of such material;
    (c) We may destroy or otherwise dispose of any of the Licencee Data in our possession unless we receive, no later than ten days after the effective date of the termination or expiry of this agreement, a written request for the delivery to you of a print-out of the then most recent back-up of the Licencee Data. We shall use reasonable endeavours to deliver the print-out to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in delivering such print-out; and
    (d) Termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
    8.1 You and we will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
    8.2 You and we acknowledge that for the purposes of the Data Protection Legislation, you are the Data Controller and we are the Data Processor.
    8.3 Without prejudice to the generality of clause 8.1, you shall ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Agreement.
    8.4 Without prejudice to the generality of clause 8.1, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under this agreement:
    (a) process that Personal Data only on your written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us to process Personal Data (Applicable Laws). Where we are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
    (b) ensure that we have in place appropriate technical and organisational measures, reviewed and approved by you, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us);
    (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
    (d) not transfer any Personal Data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled: (i) you and we have provided appropriate safeguards in relation to the transfer; (ii) the Data Subject has enforceable rights and effective legal remedies; (iii) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) we comply with reasonable instructions you notify us in writing in advance with respect to the processing of the Personal Data;
    (e) assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with Supervisory Authorities or regulators;
    (f) notify you without undue delay on becoming aware of a Personal Data breach and, in any event, within 24 hours;
    (g) at your written direction, delete or return Personal Data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the Personal Data; and
    (h) maintain complete and accurate records and information to demonstrate our compliance with this clause 8.
    9.1 The rights provided under this agreement are granted to you only, and shall not without our prior written consent be considered granted to any Affiliate of yours. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
    9.2 We may not without Your prior written consent, assign, transfer or charge any of Our rights in this Agreement save in respect of Affiliates of Ours.
    9.3 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
    9.4 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
    9.5 Any notice to be served pursuant to this Agreement shall be sent by email to the address You advise, or, in Our case to [•] or such other address as We advise You from time to time.
    9.6 This contract agreement and the Licence Fee invoice constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
    9.7 English law governs this agreement and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales in respect of all claims (including non-contractual claims).
    9.8 This Agreement may be executed by electronic signature. You hereby waive any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to the Agreement for the purposes of proceedings issued in respect of any of its terms.