INTERSYS TERMS & CLICK
THRU’ END USER
IMPORTANT NOTICE: PLEASE READ
CAREFULLY BEFORE PROCEEDING:
TO USER: PLEASE READ THE TERMS SET OUT BELOW (THE “AGREEMENT”) CAREFULLY.
BY CLICKING “I AGREE” YOU ACCEPT, FOR AND ON BEHALF OF THE ENTITY IN RESPECT OF
WHICH YOU ARE AUTHORISED TO ENTER INTO THIS AGREEMENT (“LICENSEE” OR “YOU”)
THE TERMS OF THE AGREEMENT IN RESPECT OF THE SOFTWARE INCLUDING WITHOUT
LIMITATION, ALL PAST AND PRESENT VERSIONS THEREOF. YOU AGREE TO BE BOUND BY ALL
THE TERMS AND CONDITIONS OF THE AGREEMENT AND THE MICROSOFT END USER LICENSE
TERMS. YOU AGREE THAT IT IS ENFORCEABLE AS IF IT WERE A WRITTEN NEGOTIATED
AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR
IF YOU ARE NOT AUTHORISED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF
THE ENTITY THAT SHALL BE USING THE SOFTWARE DO NOT CLICK “I AGREE” AND DO NOT
ATTEMPT TO USE THE SOFTWARE.
THE PRODUCT USES:
SQL SERVER AND WINDOWS SERVER AND AS SUCH, MICROSOFT IS AN INTENDED THIRD PARTY
BENEFICIARY OF THE END USER LICENSE AGREEMENT (SEE ANNEX 1.)
IT IS HEREBY AGREED AS FOLLOWS
Offering” (or “Pay-As-You-Go”) means You pay for the use of the
Product based on number and size of reports downloaded. Payment is made prior
Offering” means You commit to pay in advance for the use of the Product for
means the date of acceptance of this End User License Agreement;
Fees” mean the fees payable by the Licensee to InterSys
pursuant to this Agreement, as set out in the Offer Details;
means InterSys Limited (registration
number 3295525) whose registered office is at Haslers, Old Station Road,
Loughton, Essex IG10 4PL, United Kingdom;
means You receive limited use of the Product for a limited period without
charge. Provisions made in this agreement with respect to pricing and payment do
” means the minimum technical
specification required to enable the Product(s) to function in accordance with
the documentation and/or at all, as set out on the Portal;
“Offer Details” means the subscription offers described
on the Portal and comprised of one or more of the Consumption Offering, the Commitment
Offering and the Limited Offering;
“Product(s)” means the software product(s) listed in
the Offer Details on the Portal, in object form only, together with all product
updates and maintenance fixes and all associated documentation.
means the services provided by InterSys via https://rim.supplychain-risk.com
to enable You to access the Products.
“Term” for the
Consumption Offering means the period covering the setup and download of a
report, for the Commitment Offering Term means the period covered by the advance
payment, for the Limited Offering Term means the limited period thereof.
2. GRANT OF RIGHTS; RESTRICTIONS
2.1 In consideration of the
payment of the Fees, and/or other valuable consideration by the Licensee to InterSys
and of the Licensee’s compliance with its obligations pursuant to this
Agreement, InterSys hereby grants Licensee a renewable (terminable as provided
in clause 6), worldwide, nonexclusive, non-transferable, paid-up licence to use
the Product(s) via the Services for the Term for its own internal use only.
This licence is in respect of use of the Product(s) by the Licensee only and no
holding company of the Licensee may use the Product(s).
as expressly permitted in this Agreement, Licensee shall not, and shall not
permit others to: (i) modify, translate, create derivative copies of or copy
the Product(s), in whole or in part; (ii) reverse engineer, decompile,
disassemble or otherwise reduce the object code of the Product(s) to source code
form; (iii) distribute, sublicence, assign, share, timeshare, sell, rent,
lease, grant a security interest in, use for service bureau purposes, or
otherwise transfer the Product(s) or Licensee’s right to use the Product(s);
(iv) remove or modify any copyright, trademark, or other proprietary notices
affixed to the media containing the Product(s) or contained within the
Product(s); or (v) use the Product(s) in any manner not expressly authorised by
2.3 Fees must be paid according to
the Offer Details. Fees for Consumption Offerings are subject to change at any
time upon notice. Fees for Commitment Offerings will not be increased during
the Term but are subject to change at the beginning of any renewal.
2.4 Upon renewal of a Commitment
Offering the new Fees and Term will thereafter be governed by Offer Details set
forth in the Portal, on the date on which your subscription is renewed. If You
do not agree to the Offer Details at the time of the renewal, You may decline
to renew your subscription.
2.5 The Licensee shall not access,
store, distribute or transmit any viruses, or any material during the course of
its use of the Services and Products that is: (a) unlawful, harmful,
threatening, defamatory, obscene, infringing, harassing or racially or
ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually
explicit images;(d) promotes unlawful violence; (e) is discriminatory based on
race, gender, colour, religious belief, sexual orientation, disability, or any
other illegal activity; or (f) causes damage or injury to any person or
accessed via the Portal.
Intersys reserves the right, without liability to the Licensee, to disable the Licensee’s
access to any material that breaches the provisions of this clause.
3.1 InterSys has sole and
exclusive ownership of all right, title, and interest in and to the Product(s),
including all copyright and any other intellectual property rights therein.
This Agreement conveys a limited licence to use the Product(s) and shall not be
construed to convey title to or ownership of the Product(s) to Licensee. All
rights in and to the Product(s) not expressly granted to Licensee are reserved
4.1 Each Party hereby represents
and warrants to the other that it has the right and power to enter into this
Agreement, to subscribe to the obligations herein, and to grant the licences
provided hereunder; and entering into this Agreement does not violate the terms
and conditions of any other agreement providing for cooperative marketing of
product of another entity, or any other legal obligations.
4.2 Except as specifically set
forth in this Agreement, neither Party makes any other warranty to the other
Party, either express, implied or statutory, or arising by course of conduct or
performance, custom or usage in the trade, including but not limited to any
implied warranties of merchantability or fitness for a particular purpose.
4.3 For the avoidance of doubt:
the Product(s) are provided ‘as is’ and InterSys does not make any warranty
that the Product(s) will be suitable for the Licensee’s requirements or as to
the accuracy of any results of use of the Product(s) by the Licensee.
the data used by the Product is collected from public domain sources and
presented to the user without modification. The accuracy of the data reported is
dependent on the accuracy of the published data. There is generally a delay
between events occurring and notices being posted, which can be a matter of
months in some cases. Intersys accepts no responsibility or liability
whatsoever (including, but not limited to, any direct or consequential loss or
damage that might occur to You and/or any other third party) arising out of, or
in connection with, the published data.
4.4 The Licensee hereby represents
that it shall: (i) comply with all applicable local and foreign laws and
regulations which may govern the use of the Services and the Product(s), and
(ii) use the Services and the Product(s) only for lawful purposes and in
accordance with the terms of this Agreement.
5. LIMITATION OF LIABILITY
sole remedy with respect to any claims arising out of this Agreement shall be
limited in the aggregate to the monies paid by Licensee to InterSys under this
5.2 In no event shall InterSys be
liable for any special, indirect, incidental, or consequential damages,
including loss of profits and goodwill, business or business benefit, or the
cost of procurement of substitute services and products by Licensee even if
advised of the possibility of such damages. In no circumstances shall InterSys
be liable for any failure of the Product(s) to perform in accordance with the
documentation, or at all, resulting from a failure by the Licensee to comply
with the Minimum Requirements. Additionally, Licensee acknowledges that whilst
the Product(s) may be used in combination with third party product(s), InterSys
bear no liability, howsoever arising, for any loss, damage or cost that arises
from a failure of the Product(s) to integrate with Licensee or third party
5.3 Nothing in this Agreement will
exclude or limit the liability of either party for death or personal injury
resulting from that party’s negligence, in respect of fraud or fraudulent
misrepresentation, or in respect of any other liability which cannot be
excluded or limited by law.
6.1 This Agreement shall commence
on the Effective Date and continue for the Term defined by the Offer Details unless
terminated in accordance with this clause 6.1. If either Party breaches this
Agreement in any material respect, the other Party may give notice to the
breaching Party of its intent to terminate, and if such breach is not cured
within thirty (30) days after the breaching Party’s receipt of such notice,
this Agreement shall terminate without any further notice required (but no cure
period is required for any breach that cannot be cured).
6.2 Upon any termination of this Agreement, (i)
the rights and licences granted to Licensee herein shall terminate; (ii)
Licensee shall cease all use of the Services and the Product(s). Clauses 3, 4, 5 and 6.2 shall survive any
termination of this Agreement.
7. GENERAL PROVISIONS
7.1 Licensee shall not assign this
Agreement, in whole or in part, without the written consent of InterSys.
7.2 Licensee consents to the use
by InterSys of Licensee’s name in customer lists and other publicity, including
interviews, case studies, and conference discussions, provided that such
publicity accurately describes the nature of the relationship between Licensee
7.3 This Agreement and its
performance shall be governed by and construed in accordance with and the
Parties hereby submit to the exclusive jurisdiction of the laws of England and
7.4 Licensee agrees that because
of the unique nature of the Product(s) and the proprietary rights of InterSys
therein, a demonstrated breach of this Agreement by Licensee would irreparably
harm InterSys and monetary damages would be inadequate compensation.
Therefore, Licensee agrees that InterSys shall be entitled to preliminary and
permanent injunctive relief, as determined by any court of competent
jurisdiction to enforce the provisions of this Agreement.
7.5 If any provision of this
Agreement or the Product(s) thereof is declared void, illegal, or
unenforceable, the remainder of this Agreement will be valid and enforceable to
the extent permitted by applicable law. In such event, the Parties agree to
use their best efforts to replace the invalid or unenforceable provision by a
provision that, to the extent permitted by the applicable law, achieves the
purposes intended under the invalid or unenforceable provision.
7.6 Any failure by any Party to
this Agreement to enforce at any time any term or condition under this
Agreement will not be considered a waiver of that Party’s right thereafter to
enforce each and every term and condition of this Agreement.
7.7 Neither Party will be
responsible for delays resulting from circumstances beyond the reasonable
control of such Party, provided that the nonperforming Party uses reasonable
efforts to avoid or remove such causes of non-performance and continues
performance hereunder with reasonable dispatch whenever such causes are
7.8 This Agreement (i) constitutes
the entire agreement and understanding between the Parties with respect to the
subject matter hereof and supersedes all prior agreements, oral and written,
made with respect to the subject matter hereof, and (ii) cannot be altered
except by agreement in writing executed by an authorised representative of each
Party. No purchase order and/or standard terms of purchase provided by
Licensee shall supersede this Agreement.
ANNEX 1: Microsoft SPLA End User
END USER LICENSE TERMS
TERMS AND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE
This document governs the use of Microsoft software, which may include
associated software, media, printed materials, and “online” or electronic
documentation (individually and collectively, “Products”) provided by Intersys Ltd (hereinafter referred to
as “Customer”). Customer does not own the Products and the use thereof is subject to certain
rights and limitations of which Customer must inform you. Your right to use the Products is
subject to the terms of your agreement with Customer, and to your understanding of, compliance with, and consent
to the following terms and conditions, which Customer does not have authority
to vary, alter, or amend.
“Client Software” means software that is installed on a
Device that allows the Device to access or utilize the Products.
“Device” means each of a computer, workstation,
terminal, handheld PC, pager, telephone, personal digital assistant, “smart
phone,” server or any other hardware where software can be installed that would
allow End User to interact with the Product.
“End User” means an individual or legal entity that
obtains Software Services directly from Customer, or indirectly through a
Software Services Reseller.
“Redistribution Software” means the software described
in Paragraph 4 (“Use of Redistribution Software”) below.
“Software Services” means services that Customer
provides to you that make available, display, run, access, or otherwise
interact, directly or indirectly, with the Products. Customer must provide
these services from data center(s) through the Internet, a telephone network or
a private network, on a rental, subscription or services basis, whether or not
Customer receives a fee. Software Services exclude any services involving
installation of a Product directly on any End User device to permit an End User
to interact with the Product.
of Products. The Products are
licensed to Customer from an affiliate of the Microsoft Corporation (collectively
“Microsoft”). Microsoft Products are protected by copyright and other intellectual
property rights. Products and other Product elements including but not limited
to any images, photographs, animations, video, audio, music, text and “applets”
incorporated into the Products are owned by Microsoft or its suppliers. You may
not remove, modify or obscure any copyright trademark or other proprietary
rights notices that are contained in or on the Products. The Products are
protected by copyright laws and international copyright treaties, as well as
other intellectual property laws and treaties. Your
possession, access, or use of the Products does not transfer any ownership of
the Products or any intellectual property rights to you.
>3. Use of
You may use the Client Software installed
on your Devices only in accordance with your agreement with Customer and the
terms under this document, and only in connection with the Software Services,
provided to you by Customer. The terms of this document permanently and
irrevocably supersede the terms of any Microsoft End User License Agreement that
may be presented in electronic form during the installation and/or use of the
USE OF REDISTRIBUTION SOFTWARE.
In connection with the Software Services
provided to you by Customer, you may have access to certain “sample,”
“redistributable” and/or software development software code and tools
(individually and collectively “Redistribution Software”). You may use, copy
and/or install the Redistribution Software only in accordance with the terns of
your agreement with Customer and this document and/or your agreement with
You may not make any copies of the Products;
provided, however, that you may (a) make one copy of Client Software on your Device
as expressly authorized by Customer; and (b) you may make copies of certain
Redistribution Software in accordance with Paragraph 4 (Use of Redistribution
Software). You must erase or destroy all such Client Software and/or
Redistribution Software upon termination or cancellation of your agreement with
Customer, upon notice from Customer or upon transfer of your Device to
another person or entity, whichever occurs first. You may not copy any printed
materials accompanying the Products.
on Reverse Engineering, Decompilation and Disassembly.
You may not reverse engineer, decompile,
or disassemble the Products, except and only to the extent that applicable law,
notwithstanding this limitation, expressly permits such activity.
You may not rent, lease, lend, pledge, or
directly or indirectly transfer or distribute the Products to any third party,
and may not permit any third party to have access to and/or use the
functionality of the Products except for the sole purpose of accessing the
functionality of the Products in the form of Software Services in accordance
with the terms of this agreement and any agreement between you and Customer.
Without prejudice to any other rights, Customer
may terminate your rights to use the Products if you fail to comply with these
terms and conditions. In the event of termination or cancellation of your
agreement with Customer or Customer’s agreement with Microsoft under which the Products
are licensed, you must stop using and/or accessing the Products, and destroy
all copies of the Products and all of their component parts within thirty (30)
days of the termination of your agreement with Customer.
Warranties, LIABILITIES OR REMEDIES BY
. Microsoft disclaims, to the extent permitted by applicable law, all
warranties and liability for damages by Microsoft or its suppliers for any
damages and remedies whether direct, indirect or consequential, arising from
the Software Services. Any warranties and liabilities are provided solely by
Customer and not by Microsoft, its affiliates or subsidiaries.
10. PRODUCT SUPPORT.
Any support for the Software Services is
provided to you by Customer or a third party on Customer’s behalf and is not
provided by Microsoft, its suppliers, affiliates or subsidiaries.
11. NOT FAULT TOLERANT.
The Products are not fault-tolerant and are
not guaranteed to be error free or to operate uninterrupted. You must not use
the Products in any application or situation where the Product(s) failure could
lead to death or serious bodily injury of any person, or to severe physical or
environmental damage (“High Risk Use”).
12. EXPORT RESTRICTIONS.
The Products are subject to U.S. export
jurisdiction. Customer must comply with all applicable laws including the U.S.
Export Administration Regulations, the International Traffic in Arms
Regulations, as well as end-user, end-use and destination restrictions issued
by U.S. and other governments. For additional information, see
13. LIABILITY FOR BREACH.
In addition to
any liability you may have to Customer, you agree that you will also be legally
responsible directly to Microsoft for any breach of these terms and
14. INFORMATION DISCLOSURE. You must permit Customer to disclose any
information requested by Microsoft under the Customer’s Agreement.
Microsoft will be an intended third party beneficiary of your agreement
with Customer, with the right to enforce provisions of your agreement with
Customer and to verify your compliance.