THEMiS Terms of Use
1 BACKGROUND
1.1 These Terms (“Terms”) apply to the use of THEMiS by Users and Subscribers (“you”) supplied by us, Achilles Information limited (“us”). By accessing, browsing and/or using THEMiS, you acknowledge that you have read, understood, and agree, to be bound by these Terms and to comply with all applicable laws and regulations. These Terms are in addition to any THEMiS Subscriber terms and conditions that may also apply from time to time.
1.2 If you do not agree to these Terms, please cease use of THEMiS immediately.
1.3 In these Terms:
1.3.1 “Subscriber” means an organisation who subscribes to THEMiS.
1.3.2 “THEMiS” means the internet-based system provided by us for the provision of documents and information related to UK and EU public procurement legislation.
1.3.3 “User” means a person within a Subscriber’s organisation who is given access to THEMiS by us.
2 GRANT AND SCOPE OF LICENCE
2.1 We hereby grant to you a limited, non-exclusive, non-transferable licence for your own internal business purposes to use THEMiS on the terms and conditions set out in these Terms for the period for which the Subscriber has paid the THEMiS subscription fee.
2.2 During the period for which Subscriber has paid the THEMiS subscription fee we will provide access to the agreed number of Users.
2.3 You may search, view, copy and print out materials for your own use and for the purposes of any matter or transaction on which you are advising and bookmark any page or link to it so long as the page is presented within our frameset.
3 RESTRICTIONS
Except as set out in these Terms or permitted under local law you undertake:
3.1 not to copy or translate any part of THEMiS or create derivative works;
3.2 not to use THEMiS to create a commercial product or service or directly for revenue making purposes;
3.3 not to rent, sell, lease, sub-license, loan, merge, adapt, vary or modify THEMiS;
3.4 not to make alterations to, or modifications of, the whole or any part of THEMiS nor permit it or any part of it to be combined with, or become incorporated in, any other programs;
Confidential
Achilles Information Limited
50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ, United Kingdom
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3.5 not to disassemble, de-compile or reverse engineer the whole or any part of THEMiS; and
3.6 to ensure that THEMiS is used by Users in accordance with these Terms.
4 INTELLECTUAL PROPERTY RIGHTS
4.1 You acknowledge that:
4.1.1 all intellectual property rights in THEMiS throughout the world belong to us or our licensors and no title passes to you with respect to the same;
4.1.2 rights in THEMiS are licensed (not sold) to you; and
4.1.3 you have no rights in, or to, THEMiS other than the right to use them in accordance with these Terms.
5 SOFTWARE AND CONNECTIONS
It is your responsibility to ensure that you have software and connection capacity in place to use THEMiS, and to ensure that all software necessary to access THEMiS (other than any provided by us) is properly licensed.
6 ACCESS TO THEMIS
6.1 We will use reasonable endeavours to provide access at all times to THEMiS via a server available for access on the Internet.
6.2 You agree to maintain the confidentiality of the unique log-on details required by Users to gain access to THEMiS provided by us. In addition you will notify us immediately in the event you know or suspect any misuse or breach of confidentiality relating to the log-in details.
7 TECHNICAL SUPPORT AND GUIDANCE
We will provide help files in THEMiS for the guidance of Users in the use of THEMiS. We will also provide technical support on request for our software and service only. Technical support will be provided by phone or email during normal working hours (9am to 5:00pm).
8 SUBSCRIPTION PERIOD
Subscription to THEMiS is dependent on the payment of a non-refundable annual subscription fee, payable in advance. We will invoice the Subscriber for this fee at the end of the month in which the Subscriber’s initial purchase order is dated. We will subsequently invoice the Subscriber at 12 monthly intervals unless the subscription is terminated in accordance with these Terms.
9 TERMINATION
9.1 If the Subscriber wishes to terminate its THEMiS subscription, it must inform us in writing at least one month before the expiry of the subscription period. If we have not been informed of cancellation within the required timescale, the subscription shall continue in force for a further 12-month period and thereafter on a continuing rolling basis.
9.2 We may terminate access to THEMiS for a Subscriber and/or a User in whole or in part immediately by written notice to you:
9.2.1 at our convenience at the end of the relevant subscription period;
9.2.2 if you commit a material or persistent breach of these Terms which you fail to remedy (if remediable) within 7 days after the service of written notice requiring you to do so; or
9.2.3 if the Subscriber fails to pay any valid invoice in accordance with the stated payment terms.
9.3 Upon termination or expiry for any reason:
9.3.1 all rights granted to you under these Terms shall cease;
9.3.2 you must cease all activities authorised by these Terms; and
9.3.3 you must immediately delete or remove any access to THEMiS from all computer equipment in your possession or control.
10 DISCLAIMER AND LIMITATION OF LIABILITY
10.1 The information available on THEMiS is intended to be a general guide only and may not be up to date or accurate. The contents of THEMiS are based on our understanding of the procurement legislation as applied in practice and the material contained within THEMiS neither purports, nor is intended to be, legal advice on any particular matter. You should always take your own legal advice and we will not be liable for any action or inaction you take or do not take as a result of using THEMiS.
10.2 You use THEMiS at all times at your own risk. These Terms set out the full extent of our obligations and liabilities in respect of the supply of THEMiS which is provided “as is” and, except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, which are either given by or are binding on us. Any condition, warranty, representation or other term concerning the supply of THEMiS which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law, including but not limited to any condition, warranty or representation that the operation of THEMiS will be uninterrupted or error free.
10.3 We will not be liable, whether in contract, delict/tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms for:
10.3.1 loss of profits, sales, business, or revenue;
10.3.2 business interruption;
10.3.3 loss of anticipated savings.
10.3.4 loss or corruption of data or information;
10.3.5 loss of business opportunity, goodwill or reputation; or
10.3.6 any indirect or consequential loss or damage.
10.4 Our maximum aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the value of the annual subscription fee paid by the Subscriber (if any).
10.5 Nothing in these Terms shall limit or exclude liability for:
10.5.1 death or personal injury resulting from negligence;
10.5.2 fraud or fraudulent misrepresentation;
10.5.3 any other liability that cannot be excluded or limited by English law.
11 OTHER IMPORTANT TERMS
11.1 We may vary these Terms at any time without prior notice.
11.2 We shall not be liable for any failure to perform any of our obligations under these Terms if such failure is caused by circumstances beyond our control.
11.3 The Terms shall be governed by English law and the English Courts shall have exclusive jurisdiction to hear any disputes arising out of or in connection with them.