Europe's Premier Delivery Service for Government Contracts

 

SUBSCRIPTION AGREEMENT

In this Agreement the following terms will have the following meanings:

  • Annual Subscription Fee the annual fee indicated on the Order Form payable by the Subscriber for use of the Service for 12 months from the Start Date;
  • Data the information provided by the Service;
  • Data Provider the owner of the copyright in the Data;
  • Databases the Databases provided for searching by the Service and which are listed in the Databases lists that appear online and such other Databases as may be added from time to time;
  • Documentation explanatory text describing the Software and the Data supplied in machine readable and print formats;
  • Licensor Tailored Info Management Resourcing will be bound by the terms of this Agreement;
  • Order Form Tailored Info Management Resourcing standard order form as printed and/or otherwise supplied by Tailored Info Management Resourcing and on which any order for the Service or any part thereof must be made;
  • Service the provision of access via software provided by Tailored Info Management Resourcing or otherwise to the online or offline service(s) indicated on the Order Form;
  • Software any Software provided by Tailored Info Management Resourcing to the Subscriber in connection herewith or otherwise comprised by the service;
  • Start Date the date indicated on the Order Form, from which the subscription commences.

1. LICENSE

1.1  From the Start Date, the Licensor grants to the Subscriber (whose signatory has submitted the Order Form) a non-exclusive, non-transferable licence to use the Software to gain access to the Service and to use the Service only for its own internal business purposes. 
1.2  Except to the extent permitted by law, the Subscriber shall not modify, reverse assemble, decompile or reverse engineer the Software or any part thereof. 

2. THE SERVICE

2.1  The Service provided by Tailored Info Management Resourcing to the Subscriber from the Start Date subject to payment of the appropriate fees indicated on the Order Form covering the period for which the subscription is valid. 
2.2  The Service is to be used solely by the Subscriber for its own internal business purposes. 
2.3  The Subscriber shall not communicate or disseminate the Service in whole or in part to any other party, excepting any subsidiary or branch of the Subscriber, by any means whatsoever. A Subscriber who is in the business of providing information to third parties may do so on the basis that the result of a single search may be made available to one such recipient only. 
2.4  Tailored Info Management Resourcing reserves the right to make modifications or improvements to the Service and will make every reasonable effort to give the Subscriber 30 days notice of such changes. 
2.5  Any update or modifications to the software issued by Tailored Info Management Resourcing will be subject to the terms hereof as if it were the Software. 
2.6  The Service will normally be available 24 hours a day throughout the subscription period. The normal availability of the Service may be varied on occasions of which Tailored Info Management Resourcing will give the Subscriber not less than 48 hours notice. 
2.7  Tailored Info Management Resourcing reserves the right to suspend the Service temporarily and without notice for reasons beyond its control. 

3. ACCESS CONTROL

3.1  Tailored Info Management Resourcing shall allocate to the Subscriber any necessary user names and/or passwords which control access to the service. Only those user names and/or passwords may be used by the Subscriber to access the Service. 
3.2  The Subscriber shall pay for all usage which accrues under user names and passwords allocated to the Subscriber. Responsibility for limiting usage to a certain level remains with the Subscriber. 
3.3  Tailored Info Management Resourcing reserves the right to change the Subscriber's user names and/or passwords at any time, and shall notify the subscriber of such changes forthwith. 

4. CHARGES

4.1  Tailored Info Management Resourcing will invoice the Subscriber annually in advance in respect of annual subscriptions. Sundry "pay as you go" charges are invoiced monthly in arrears. 
4.2  Additional charges ("Premium Charges") are payable for use of certain Databases. Where a Subscriber has accessed Databases for which Premium Charges are payable or has incurred additional time-based charges, such charges will be invoiced monthly in arrears. TED offline charges are payable monthly. 
4.3  The Subscriber shall provide at its own cost all consumable items. 
4.4  Tailored Info Management Resourcing may increase its charges at any time at least 12 months after the Start Date by giving the Subscriber at least 45 days prior written notice. 
4.5  The Subscriber shall pay all costs and charges associated with the installation, removal or relocation of any of the Subscriber's equipment and all charges incurred by the Subscriber dialing through the telecommunication network in order to access the Service. 
4.6  Unless otherwise stated therein, payment of all invoices raised by Tailored Info Management Resourcing shall be made in full by the Subscriber within thirty (30) days after the date of such invoice. 
4.7  Without prejudice to any other remedies which may be available, if the Subscriber fails to pay any sum which is due to Tailored Info Management Resourcing within 30 days of the invoice date, Tailored Info Management Resourcing may bar further access to the Service until outstanding charges are paid. 

5. WARRANTIES

5.1  Tailored Info Management Resourcing warrants that it has obtained all rights, consents and approvals necessary for the provision by it of the Service. 
5.2  Whilst it is believed that reasonable care has been taken to ensure the accuracy and completeness of the Databases, Tailored Info Management Resourcing makes no representations or warranties, express or implied, that the Databases are free from errors or omissions. 
5.3  The Service is supplied to the Subscriber on an "as is" basis and neither the Databases nor the Software nor any part thereof has been written to meet the individual requirements of the Subscriber. It is the sole responsibility of the Subscriber to satisfy itself prior to entering this Agreement that the Service will meet its requirements and be compatible with its hardware/software configuration. Tailored Info Management Resourcing makes no warranty or representation in that respect and no failure of any part or the whole of the Service to be suitable for the Subscriber's requirements shall entitle the Subscriber not to accept the same or give rise to any right or claim against Tailored Info Management Resourcing. 
5.4  Tailored Infor Management Resourcing's entire liability and the Subscriber's exclusive remedy hereunder shall be the refund of any monies paid by the Subscriber to Tailored Info Management Resourcing for the Service during a period when the Service was not available. 
5.5  The Licensor makes no express representations and excludes any implied representations or warranties which are to the effect that the Databases or service are free from errors or omissions and the Subscriber shall not base any commercial decisions on the Data without independent verification of the Data. 
5.6  The warranties set out herein are exclusive of and in lieu of all other conditions and warranties, either express or implied, statutory or otherwise and all other conditions and warranties whether express or implied, statutory or otherwise which relate to the condition or fitness for any purpose of the Service are excluded and Tailored Info Management Resourcing shall not be liable in contract or tort for any loss of whatsoever kind suffered by reason of any defect in the Service (whether or not caused by negligence of Tailored Info Management Resourcing). 

6. INTELLECTUAL PROPERTY RIGHT

6.1  Copyright subsists in the Databases. The Subscriber shall not copy or reproduce the whole or part of any Database in any form, other than by downloading extracts from the Database which are bonafide results of searching the Database, solely for the purpose of reproducing such extracts. 
6.2  Subsequent making of extracts from the Database is permitted in print form only and provided that the Subscriber clearly acknowledges the source and ownership of the copyright in the extracts. 
6.3  The Subscriber acknowledges that it obtains no copyright or any other right in the nature of copyright or any other intellectual property right whatsoever in the Software, Databases or any documentation or print-out by virtue of this Agreement. 
6.4  Copyright subsists in the Software. The Software was created and developed by the owners of the copyright in the Software. The Software copyright owners retain title and ownership of the original and all copies of the software regardless of the form or media in or on which the original or other copies may exist. This Subscription is not a sale of the original or any copy, and nothing contained in this Agreement shall be construed as granting or otherwise transferring to the Subscriber any copyright or ownership interest whatsoever in the Software. 

7. LIABILITY AND INDEMNITY

7.1  The Subscriber shall accept sole responsibility for the use of the Service by itself, its employees and agents. 
7.2  The Subscriber accepts that Tailored Info Management Resourcing shall in no circumstances be liable to the Subscriber for any loss or damage arising from any faults or delays in the provision of the Service or for any inaccuracies or omissions in the information contained in the Databases. 
7.3  Tailored Info Management Resourcing is not liable for any indirect or consequential loss (including without limitation loss of profits, goodwill or data) howsoever arising suffered by the Subscriber and arising in any way in connection with this Agreement whether or not such loss has been discussed by the parties pre-contract. 
7.4  Tailored Info Management Resourcing will have no liability for any liability of the Subscriber to any third party. 
7.5  Tailored Info Management Resourcing will have no liability for any loss suffered by the Subscriber or for any liability of the Subscriber to any third party caused by the negligence of Tailored Info Management Resourcing, its agents or its employees. 
7.6  Tailored Info Management Resourcing's aggregate maximum liability to the Subscriber in respect of any direct loss or any other loss (to the extent that such loss is not excluded by Clauses 7.1 - 7.5 above or 8.2 below or otherwise), whether such claim arises in contract or tort shall not exceed a sum equal to the Annual Subscription Fee. 
7.7  The Subscriber agrees to hold Tailored Info Management Resourcing harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of the use of the Service or any part thereof by the Subscriber. 
7.8  The Subscriber agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Agreement and that the fees payable to Tailored Info Management Resourcing for the Service have been calculated on the basis of the limitations and exclusions in this Clause 7 and that the Subscriber will effect such precautions as are suitable having regard to its particular circumstances and the terms of this Clause 7. 

8. SEARCHES BY TAILORED INFO MANAGEMENT RESOURCING STAFF

8.1  No employee or agent of Tailored Info Management Resourcing is authorized to search the Service Databases on behalf of a Subscriber or to assist in making such searches other than for the purpose of free assistance or to provide the TED offline service. 
8.2  Tailored Info Management Resourcing accepts no liability for the loss or damage arising from such searches. 

9. CONFIDENCE

9.1  Tailored Info Management Resourcing shall use its best endeavours to ensure that no employee or agent of Tailored Info Management Resourcing shall, without the consent of the Subscriber, disclose to any third party confidential information relating to searches carried out by the Subscriber using the Service. 

10. TERMINATION

10.1  Tailored Info Management Resourcing may terminate this Agreement at any time immediately by written notice to the Subscriber in the event of an irremedial breach by the Subscriber of this Agreement, or after the Subscriber has failed to remedy a remedial breach of this Agreement within 14 days of being given notice to do so. 
10.2  Tailored Info Management Resourcing may terminate this Agreement immediately on written notice if an Agreement between the provider of one or more of the Databases and Tailored Info Management Resourcing is terminated. In this event, Tailored Info Management Resourcing shall promptly make a pro-rata refund to the Subscriber of any monies paid by the Subscriber for the Service for a period which has not expired. 
10.3  Termination of this Agreement shall be without prejudice to other rights or remedies of the parties. 

11. FORCE MAJEURE

Neither party shall be liable for any loss suffered by the other or be deemed to be default for any delays or failures in performance hereunder (other than failure to make payments) resulting from acts or causes beyond its reasonable control or from any acts of Nature, acts or regulations of any governmental or supra-national authority, war or national emergency, accident, fire, riots, strikes, lock-outs, labour troubles, illness, labour or transportation difficulties, inability to obtain export or import licences, failure or fluctuation of electric power, air conditioning or humidity control. 

12. VIRUSES

Whilst all reasonable attempts are made to exclude viruses from the Service, it is not possible to ensure such exclusion and the Subscriber is therefore recommended to take appropriate steps to cover this risk. 

13. ASSIGNMENT

Neither this Agreement nor any of the rights and obligations of the Subscriber hereunder may be assigned, transferred, charged, sub-licensed, delegated or disposed of in whole or in part on a temporary or permanent basis without the prior written consent of Tailored Info Management Resourcing. 

14. NOTICES

Any notice given pursuant hereto may be served personally or sent by prepaid registered letter or recorded delivery to the addresses given herein or as the parties may advise each other in writing from time to time. Such notice shall be deemed to have been duly served upon and received by the addresses, when served personally, at the time of such service or, when posted, 48 hours after the envelope or wrapper containing the same shall have been put into the post correctly addressed and prepaid. 

15. ENTIRE AGREEMENT AND SEVERANCE

15.1  If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect. 
15.2  This written Agreement constitutes the entire Agreement between the parties hereto. 

16. GOVERNING LAW

This Agreement shall be governed by the laws of the Province of Ontario and parties shall submit to the exclusive jurisdiction of the Courts of Ontario and/or Federal Courts situated in Ontario.  
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Any delay or forbearance by Tailored Info Management Resourcing in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same. 

FURTHER NOTICE

THIS SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL Tailored Info Management Resourcing OR AN AUTHORIZED REPRESENTATIVE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OF THE SERVICE AND DATABASES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTRACT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, SUPERSEDING ANY PROPOSAL OR PRIOR UNDERSTANDING ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS CONTRACT.

The Licensee agrees to the terms and conditions of the Subscription Agreement for the provision of the service indicated.