Thomson Reuters (Legal) Limited trading as Digita Terms and Conditions of Sale and Product Use for Digita products
1. Definitions
In these Terms and Conditions of Sale and Product Use:
"the Company" shall mean Thomson Reuters (Legal) Limited (a company registered in England & Wales, Company No 1679046, whose registered office and address for service is 100 Avenue Road, London NW3 3PF) trading as Digita. Communications regarding Digita products should continue to be made to the Digita offices at Liverton Business Park Exmouth Devon EX8 2NR.
"the Buyer" shall mean the person, firm, company or buyer who requests a demonstration version or accepts a quotation of the Company or whose order for the Goods is accepted by the Company
"the Goods" shall mean the purchased licence or demonstration software, equipment, parts or services to be supplied by the company (including any instalments or part of them)
2. Basis of Sale / Digita Product Use
2.1 It is a contractual responsibility to inform the Company of all problems in writing. The Company has the right to use its best endeavours to correct product or replace faulty media.
The issue of software is intended to be a joint venture to be used as a professional tool with professional technical personnel and IT support staff with the appropriate qualified expertise. Subsequent information therefore generated must be checked prior to submission to the authorities.
2.1.1 The Company policy is to utilise the latest technology and in order to achieve this it will be necessary from time to time for the Buyer to upgrade their hardware and software.
2.1.2 Important: Before proceeding with installation of the Goods insure that you have a current back up of your hard disk. The Company's Digita products require that the latest Microsoft or other operating systems suppliers recommendations are installed. If you are in any doubt whatsoever or require any other help contact the Company's Technical Support Division.
If it is necessary to remove any of the Company's Digita products from the Buyer's systems use the Add/Remove Programs facility in the Windows Control Panel or subsequent update.
2.1.3 Demonstration of the company software. It is advised that the demonstration software is tested on a stand alone machine ref. 2.1, 2.1.1, 2.1.2.
2.2 All quotations given by the Company are subject to written confirmation at the time of acceptance by the Company upon receipt of the Buyer's purchase order and remittance. Acceptance and execution of orders is dependent upon the availability of Goods and the absence of any circumstances beyond the Company's control which may hinder or prevent execution or acceptance.
2.3 No conditions or terms stipulated in any other communication or document shall vary or annul any of these conditions except if they were expressly consented to in writing by a Director of the Company.
2.4 The Company's employees, consultants or distributors are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed. The Company does not have agents only independent distributors.
2.5 Any advice or recommendation given by the Company or its employees or distributors to the Buyer or its employees or agents as to the storage application or use of the Goods which is not confirmed in writing by a Director of the Company is followed or acted upon entirely at the Buyer's own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
2.7 The Company has generated specifications for its Digita products to suit a wide customer base. The products therefore are not written for individual specific needs but for the profession in general.
The Company reserves the right at any time to change its Terms and Conditions of Sales and Product Use, the specifications and control of its Digita products.
The Digita product's copyright and intellectuality are owned by the Company. The Company grants a licence to the customer to use the product which is perpetuated by the payment of the annual software maintenance support and licence continuity fee.
Once the annual payment for the software maintenance stops for any reason, the licence to use the product is withdrawn.
2.7.1 Special Circumstances: If the Goods are to be manufactured or any software is to be written by the Company in accordance with a specification submitted by the Buyer, accepted in writing by a Director of the Company, the Buyer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company's use of the Buyer's specification.
2.8 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Company's specification, which do not materially affect their quality or performance.
2.9 No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing by a Director of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
2.9.1 The Company reserves the right to refuse the supply of Goods given reasonable grounds or suspicions.
3. Dividend Data Feed
Arrangements between the subscriber and customers
The Subscriber shall ensure that, before any person may obtain access to or is provided any delivery of any part of the Information, such person shall have executed a Customer Agreement which:
3.1 states that no intellectual property rights in the Information are transferred to the Customer
3.2 states that the Customer will use the Information only within the Territory for which the Customer has subscribed for such use
3.3 states that the Information and any information obtained or derived therefrom shall be used solely by the Customer and its employees or agents in the normal course of its business at the specified Customer Sites
3.4 states that the Customer may not:-
3.4.1 communicate or disseminate the Information or any information obtained or derived therefrom to any other party, including any subsidiary or branch office of the Customer, by any means whatsoever. This restriction shall include, without limitation, copying any part of the Information or any information obtained or derived therefrom electronically or otherwise and distributing or disseminating any part of the Information or any information obtained or derived therefrom via any network; or
3.4.2 use the Information in any way that may infringe any proprietary interest of FTID.
3.5 states that neither party excludes or limits liability for death or personal injury to any person caused by its negligence.
3.6 states that other than liability for death or personal injury, the aggregate liability of either party and its suppliers for all acts or omissions (negligent or otherwise) shall be limited to damages which in no event shall exceed £25,000.
3.7 states that notwithstanding any other provision of this Agreement, the Subscriber acknowledges that where the Services include any information and/or data obtained or derived from the Crest system, Crest accepts no liability whatsoever for such data or information.
3.8 specifies the Customer Site(s) in which the Customer may use the Authorised Product.
3.9 specifies the mode of delivery of the Authorised Product.
3.10 specifies any other pertinent Charge factors so as to permit ready determination of the Charges payable hereunder.
3.11 specifies the Customer Applications.
3.12 specifies the number of Terminals.
4. Launch Dates
The Company shall use its best endeavours to achieve launch dates or issue dates that have been indicated. However due to the complexities of software production and the reliance on third parties the Company can not be held responsible in any way whatsoever for the non delivery of any products or services.
5. Third Party Goods
5.1 Where the Company has to use / integrate third party software it will use its best endeavours to ascertain proper functionality and continuity of supply. However the Company can not be held responsible for any loss or damage incurred as a result of its use or lack of continuity of supply.
5.2 Securities Taxation data is provided by Interactive Data (Europe) Ltd under a direct agreement.
6. Price
6.1 Quoted prices are ex works unless otherwise stated and include the cost of normal packaging but exclude delivery, transit insurance (which are charged extra at cost). VAT and installation charges (where applicable) shall be paid in addition by the Buyer. Any query by the Buyer of any invoice rendered by the Company must be made in writing within 30 days of the date of invoice or the parties agree that such invoice shall be deemed accepted and any purchaser's query waived. The prices for the Goods shall be those ruling at the date of despatch and the Company reserves the right to amend its quoted prices at any time prior to the date of despatch. Sales made directly to the general public using current Company standard retail price list including VAT.
6.2 Unless specifically stated otherwise the price is made up of two integral elements, an initial one-of license fee plus an annual maintenance, support and licence continuity fee.
6.3 It is a condition of supply that payment of annual software maintenance is an integral part of the usage of the Goods. Should payment not be received for maintenance then the license is withdrawn for use of the Goods. The Buyer is then not permitted to use the Goods the license is terminated with immediate effect and no refunds are payable.
7. Terms of Payment
7.1 Normal terms are remittance in advance with order or invoice.
7.2 The time for payment of invoices shall be of the essence of the Contract.
7.3 By cheque or approved credit card (subject to surcharge of 2.5%).
8. Risk and Property
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
8.1.1 In the case of Goods to be delivered at the Company's premises, at the time when the Company notifies the Buyer that the Goods are available for collection; or
8.1.2 In the case of Goods to be delivered otherwise than at the Company's premises, at the time of delivery, or if the Buyer wrongfully fails to take delivery of the Goods, or the time when the Company has tendered delivery of the Goods.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, rights to the licence in the Goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Buyer for which payment is then due.
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Company fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties by being properly stored, protected, insured and identified as the Company's property. Until that time the Buyer shall be entitled to resell (if a distributor) or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
8.4 Until such time as the licence of the Goods passes to the Buyer the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
8.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Buyer does so all moneys owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
9. Buyer's Property
The Buyer's property and all property supplied to the Company by or on behalf of the Buyer, shall while it is in the possession of the Company or in transit to or from the Buyer be deemed to be at the Buyer's risk and the Buyer shall insure accordingly. The Company shall be entitled to make a reasonable charge for the storage of any of the Buyer's property left with the Company before receipt of the order or after notification to the Buyer of completion of the work.
10. Loss or Damage in Transit or Non-Delivery
The Buyer shall examine the Goods immediately they are delivered. The Company reserves the right to reject claims in respect of shortages or damage in transit or non-delivery unless the same are submitted in writing to the Company within 4 days after delivery of Goods or in the case of non-delivery 7 days after the due date of delivery.
11. Late Delivery
11.1 Dates for delivery are approximate only. Time of delivery shall not be the essence of the Contract.
11.2 Whilst the Company will use its best endeavours to deliver the goods in accordance with the Buyer's requirements, the Company will not be liable for any consequences of late delivery however caused.
12. Software Licence (Sale or Demonstration)
12.1 Licence Manager
12.1.1 The Company's Digita products are complex non-trivial solutions. In certain products, the parameters of the licence viz clients/number of users are enforced within the software.
12.1.2 The monitoring process is sensitive to payment of yearly maintenance costs, and the adherence to numbers of clients and users.
12.1.3 If the licence expires without payment of maintenance fee, a warning will be displayed each time the application is started.
12.1.4 Warning: There is a 30 day 'grace' period from the time the warning first appears after which all access to the products functionality stop (until a new licence number is entered which is issued after receipt of maintenance fee).
12.2 When starting the CD and installation process you will be presented with an option to continue with the program provided you agree to the Conditions of Sale and Product Use, similarly on the initial package containing floppy disks if you proceed then you agree to be bound by these conditions.
12.3 The disk, tape, software program, instruction book or other hard copy ("The program") is a licence sold to the Purchaser and any other property over which intellectual property rights are held by the the Company or third parties which are included in or on the disk, tape, instruction manual or other hard copy item included with the software are licensed to the end user in accordance with the Company's standard software licence conditions set out below. The Buyer acknowledges that the software will only be sold or demonstrated subject to the licence.
12.4 Software Licence Conditions
12.4.1 The Company's software products are protected by English Company Law and international treaties relating to intellectual properties, any breach of which can result in legal action being taken against the original licensee of the product. The licensee can transfer the software from one computer to another as long as the software is removed from the first computer. The Company agrees to grant the conditions of this non-transferable and non-exclusive licence to use their software.
12.4.2 There is a one-off non-refundable licence fee for all software due for payment with order.
12.4.3 Where applicable-Software Continuity, Support and Maintenance: This membership cost is due per annum (in advance) after expiry of free support period which provides technical support and software maintenance. This is non-optional and is in addition to the one-off payment of the licence fee.
12.4.4 The Company reserves the right to increase membership costs for software continuity, support and maintenance also to increase machine specifications in the light of advances in technology and on-going development.
12.4.5 The Company reserves the right to withdraw its products from the marketplace at any time giving one months notice.
12.5 Program Licence
Each program licence authorises the Buyer to use the licensed programs on any single user system or networked system. This agreement and the licenses, Programs and documentation may not be assigned sub-licensed or otherwise by the Buyer without written consent from a Director of the Company.
It is essential that the use of the Company's software is controlled by valid licenses. It is therefore prohibited to outsource the use the Company's software by means a virtual private network or other technologies, or of using a managed service, also described as "software as a service", whereby the provider delivers the software by remote technologies over the Internet using Windows Terminal Services or Citrix Meta Frame or similar technologies, unless written consent is obtained from a Director of the Company.
"Outsourcing" means that the Buyer enters into an arrangement with a third party to use the Company's software remotely from the Buyer's normal premises.
12.6 Effective Date
The licence is effective from the date that the Programs are received by the Buyer. The Company may discontinue the licence or terminate this agreement with written notice if the Buyer fails to comply with the terms of the agreement.
12.7 Documentation and Software
The Buyer shall not copy in whole or part any licensed documentation provided by the Company.
The licensed Program can be copied in whole or part sufficiently for the sole use of the Buyer within the licence system for back-up purposes in support of the Buyer's use of the licensed program on design on designated equipment. Any such copies of the licensed Program shall remain the property of the Company. The buyer may not distribute or otherwise make the licensed Program available to any third party. If the Buyer should wish to use the licensed Program on any other than the designated equipment the Buyer must purchase further copies from the Company.
12.8 Termination of Licence
Within one month following termination, the Buyer will provide the Company in writing, confirmation that all copies of the Program and documentation have been destroyed. All original software and documentation must be returned to the Company by Registered Post at the cost of the Buyer.
13. Warranty - Software
13.1 The provisions set out below relate to the Program only (purchased or demonstration).
13.2 If you discover physical defects in the media on which the Program is distributed or in the documentation, the Company will replace the media or documentation at no charge to the Buyer provided the Buyer returns the item to be replaced with proof of purchase to the Company during the 30 day period after you purchased the Program.
13.3 The Company excludes any and all implied warranties, including warranties of merchantability and fitness for a particular purpose and limits the Buyer's remedy to return of the program and the documentation to the Company for replacement. Although the Company has tested the Program and reviewed the documentation the Company makes no warranty or representation either express or implied with respect to the Program or the documentation. The company does not warrant that the functions contained in the Program will meet the Buyer's requirements or that the operation of the Program will be uninterrupted or error free or that Program defects will be corrected. As a result the Program and the documentation are licensed "as is" as a tool used by a professionally qualified user and the Buyer is assuming the entire risk as to its quality and performance. It is important that all software problems must be reported immediately in writing to the Company at the time of occurrence.
13.4 Neither the Company nor anyone else who has been involved in the creation, production or delivery of the Program or documentation shall be liable for any direct, indirect, special, consequential, or incidental damages arising out of the use, results of use, or inability to use the Program or documentation or its back-up copy, even if the Company has been advised of the possibility of such damages or claim. In particular the Company shall have no liability for any programs stored or used with the Program or back-up copy, including the cost of recovering such programs or data. The warranty and remedies set forth above are exclusive and in lieu of all others, oral or written, express or implied. No Company, dealer, agent or employee is authorised to make any modification or addition to this warranty.
14. Warranty - Goods
14.1 The provisions set out below relate to Goods other than the Program supplied as part of Digita products.
14.2 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
14.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
14.4 Where any valid claim in respect of any of the Goods or their failure to meet specification is notified to the Company in accordance with these conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge, at the Company's sole discretion, refund to the Buyer a maximum of 1.25 (one and one quarter) the price of the Goods of actual licence fee paid (or a proportionate part of the price), but the Company shall have no further liability to the Buyer.
14.5 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contact, for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or distributors or otherwise), which arise out of or in connection with the supply of the Goods or their use or re-sale by the Buyer except as expressly provided in these Conditions.
14.6 The Company will not be held responsible for any work or activity conducted by any third party, contractor, consultant, distributor or the like. Any work so authorised by the Buyer is entirely at their risk. Any work undertaken by the Company employees must be confirmed in writing by a director of the Company. It is at the Company's sold discretion whether it repairs or gets involved in technical assistance.
15. Returns Procedure
A returns authorisation number must first be obtained from our customer service department by telephone or letter. Returned goods must be accompanied by a copy of the original invoice relating to purchase. Goods returned must be in the original packaging and in a clean resaleable condition. Goods returned otherwise will, at the Company's discretion, be either refused or a further additional re-stocking fee charged to cover additional costs involved.
This document does not itself constitute an offer of sale. The Company reserves the right to vary the specification at any time and to withdraw, modify or amend any item without prior notice.
16. Force Majeure
The Company reserves the right to cancel, vary or suspend the operation of contracted sale if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing) fire, flood, storm, plant breakdown, strikes, lockouts, riot, hostilities, non- availability of materials or supplier any other event outside the control of the Company and the Company shall not be held liable for any breach of contract resulting from such event.
17. Export Terms
Important: No Digita products supplied are to be used outside of England, Wales, Scotland and Northern Ireland without the express authorisation in writing from the Company. Should such authorisation be granted, then the following terms apply:
17.1 In these Conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms and these conditions, the latter shall prevail.
17.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this Clause shall (subject to any special terms agreed in writing between the Buyer and the Company) apply notwithstanding any other provision of these conditions.
17.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
17.4 Unless otherwise agreed in writing between the Buyer and the Company, the Goods shall be collected (ex-works) from the Company premises and the Company shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979.
18. General
18.1 This agreement shall be construed and controlled by English Law.
18.2 The Company is a member of a group of Companies and accordingly the Company may perform any of its obligations or exercise any of its rights hereunder by itself or through any other members of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Company.
18.3 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party by registered post at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to the provision to the party giving the notice.
18.4 No waiver by the Company of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provisions.
18.5 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
18.6 This agreement is not transferable to any other party.