1. General
These terms and conditions are incorporated into the agreement ("the Agreement") between Reed Business Information Limited ("RBI") and the customer named on the order form ("the Customer") for the supply of the service described on the order form ("the Service") and the use of the data, material, news and other modules or services which make up the Service ("the Material").
2. Access to the Service
2.1 The Customer will comply with any instructions relating to the security of the Service issued by RBI. A specially designated username and password will be allocated by RBI to the Customer or named employees of the Customer (‘’Authorised Users’) for the sole use of the Customer or Authorised Users to use the Service and gain access to the Material. RBI may alter passwords from time to time in accordance with its standard security procedures and shall inform the Customer accordingly.
2.2 The Customer shall notify RBI promptly if it becomes aware or suspects that any unauthorised person has obtained a password. RBI will forthwith alter the password and inform the Customer accordingly. Where the Customer notifies RBI by telephone, such notification shall be confirmed in writing by the Customer within 48 (forty eight) hours.
3. Licence
3.1 RBI grants to the Customer a non-exclusive licence for the Customer and its Authorised Users to use the Service and to access and use the Material subject to and in accordance with these terms and conditions.
3.2 The Customer hereby acknowledges that the copyright, database rights and all other intellectual property rights comprised in or relating to the Material and in the data they contain and all compilations thereof and in documentation supplied by RBI pursuant to the Service are and shall remain the sole property of RBI. Save as expressly permitted hereunder, no part may be reproduced in any form or by any means and may not be used to prepare or compile other directories or mailing lists, without the written permission of RBI.
3.3 The Customer may not use automated applications or software to search or download Materials contained in the database incorporated in the Service.
4. Changes to the Service
4.1 RBI reserves the right from time to time to make alterations to the Service or any part or parts thereof or to withdraw any part of parts thereof and to make alterations in the times of the availability of the Service and the rules of operation relating thereto and in particular:
(a) to make changes in the normal service hours and in Customer identification procedures provided that RBI shall not make changes in the normal service hours except in the case of emergency without giving at least 14 (fourteen) days' notice to the Customer;
(b) to add, amend, delete or otherwise vary all or any of the information contained in the Material;
(c) to withdraw the Service from any particular network through which it is from time to time available or to make the Service available through any additional or alternative network.
4.2 If through the fault of RBI the Service is suspended or interrupted or is otherwise temporarily unavailable or a fault occurs in the Service which prevents the Customer from effectively being able to gain access to the Material during normal service hours, RBI will take all necessary steps to rectify the fault as soon as reasonably practicable but shall not be liable for any loss or damage whatsoever suffered by the Customer as a result. All conditions, warranties or representation express or implied as to the operation or supply of the Service are hereby expressly excluded.
5. RBI's Warranties
5.1 RBI warrants that the computer software and the information contained in the Service do not infringe the intellectual property rights of any third party.
5.2 RBI makes no other express warranty or representation regarding the Services or the information it contains and excludes any implied warranties including but not limited to any implied warranty that the information contained in the Material is accurate or up to date or that it is suitable for any particular purpose.
6. Licence Fee
6.1 The Customer will pay the fee payable to RBI as set out in the order form or otherwise communicated to the Customer by RBI ("the Licence Fee") in the manner provided in the order form together with value added tax.
7. Limitation of Liability
7.1 RBI limits its total liability and the liability of any third party supplier of data for the Service (‘licensors’) to the Customer for any direct loss arising out of the use of the Service by the Customer or its Authorised Users other than liability to the Customer for death or personal injury caused by the negligence of RBI, its employees or agents or that of any of its licensors, to an amount equal to the aggregate amount paid by the Customer to RBI for the use of the Service during the period of 12 months prior to the date the loss was incurred.
7.2 RBI will not be liable to the Customer for any indirect or consequential loss or damage including without limitation economic loss arising out of the Customer's use of the Service or otherwise arising out of the Agreement whether or not the possibility of such loss or damage was notified to RBI or was within its contemplation.
7.3 While the employees, servants and agents of RBI may be authorised to assist the Customer by means of a help-desk facility, any assistance given by such employee, servant or agent shall be solely at the Customer's risk and RBI will not be liable for any loss or damage suffered by the Customer arising there from.
7.4 The Customer shall indemnify RBI against any liabilities, losses, damages, costs or expenses whatsoever caused incurred by RBI directly or indirectly as a result of any claim or course of action made or instituted against RBI by any third party arising from unauthorised use of the Service by the Customer or its Authorised Users.
7.5 The Service may contain links to external sites. RBI is not responsible for and has no control over the content of such sites. RBI disclaims all responsibility and liability (including negligence) in relation to information on its sites or accessible via Hypertext links.
8. Use of the Service
8.1 The Customer shall not use or permit the use of the Service otherwise than for the purpose of its normal business activities and shall permit no-one other than its Authorised Users to use or have access to the Service or any parts thereof.
8.2 It shall be the responsibility of the Customer to ensure that its terminals and other associated equipment are compatible with RBI's network and the Customer shall pay all charges for the connection of its terminals to and its use of the network and shall observe all conditions relating to such use.
8.3 The Customer shall ensure that any copies of the Materials are deleted from its equipment before disposal.
9. Termination
9.1 Without prejudice to any other right or remedy which may be available to it RBI may terminate the Agreement immediately if:
(a) the Customer is in breach of clause 3.3 above;
(b) the Customer fails to make any payment to RBI within 14 (fourteen) days of the due date or is otherwise in breach of the Agreement and fails to remedy such breach within 14 (fourteen) days after written notice from RBI specifying the breach and requiring it to be remedied;
or (c) the Customer at any time becomes insolvent or bankrupt or enters into any arrangements with or for the benefit of its creditors or be wound up compulsorily or voluntarily (otherwise than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver appointed of all or any part of its undertaking or assets ceases or threatens to cease to carry on business.
9.2 Upon termination RBI will cease to make the Service available to the Customer, all indebtedness of the Customer to RBI shall become immediately due and the Customer will forthwith return to RBI all documentation relating to the Service.
9.3 RBI shall additionally be entitled to suspend supply of the Service to the Customer if it reasonably suspects that the Customer is in breach of these terms and conditions and may impose a reasonable charge to the Customer for restoring the Service.
10. General
10.1 The Customer may not assign, transfer, mortgage, charge or part with any of its rights, duties or obligations under the Agreement without the prior written consent of RBI.
10.2 The order form and these terms and conditions override or supersede any terms of conditions emanating from the Customer and all or any prior promises, representations, understandings, agreements or arrangements oral or written, express or implied, between the parties at any time relating to the supply of the Service and no alteration or amendment shall be effective unless made in writing and signed by a truly authorised signatory of the Customer and RBI.
10.3 Failure by RBI to exercise or enforce any rights, or the giving of any forbearance, delay or indulgence, shall not be construed as a waiver of its rights under the Agreement or otherwise.
11 Fitch Ratings
Some of the information contained herein is supplied by Fitch Ratings ("Fitch Information"). All of the Fitch Information is based on information obtained from issuers, other obligors, underwriters, and other sources which Fitch believes to be reliable. Fitch does not audit or verify the truth or accuracy of any such information. As a result, the Fitch Information in this report is provided "as is" without any representation or warranty of any kind. A Fitch rating is an opinion as to the creditworthiness of a security. The rating does not address the risk of loss due to risks other than credit risk, unless such risk is specifically mentioned. Fitch is not engaged in the offer or sale of any security. A report providing a Fitch rating is neither a prospectus nor a substitute for the information assembled, verified and presented to investors by the issuer and its agents in connection with the sale of the securities. Ratings may be changed, suspended, or withdrawn at anytime for any reason in the sole discretion of Fitch. Fitch does not provide investment advice of any sort. Ratings are not a recommendation to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of payments made in respect to any security. Fitch receives fees from issuers, insurers, guarantors, other obligors, and underwriters for rating securities. Such fees generally vary from US$1,000 to US$750,000 (or the applicable currency equivalent) per issue. In certain cases, Fitch will rate all or a number of issues issued by a particular issuer, or insured or guaranteed by a particular insurer or guarantor, for a single annual fee. Such fees are expected to vary from US$10,000 to US$1,500,000 (or the applicable currency equivalent). The assignment, publication, or dissemination of a rating by Fitch shall not constitute a consent by Fitch to use its name as an expert in connection with any registration statement filed under the United States securities laws, the Financial Services and Markets Act of 2000 of Great Britain, or the securities laws of any particular jurisdiction.
12 Moody’s Investors Service, Inc
Some of the information contained herein is supplied by Moody’s Investors Service, Inc ("Moody’s Information"). Customer agrees and acknowledges that the Moody’s Information is and shall remain the valuable intellectual property owned by, or licensed to, Moody’s Investors Service, Inc., (“Moody’s) and that no proprietary rights are being transferred to Customer in such materials or in any of the information contained therein. Customer agrees that misappropriation or misuse of such materials shall cause serious damage to Moody’s and that in such event money damages may not constitute sufficient compensation to Moody’s; consequently, Customer agrees that in the event of any misappropriation or misuse, Moody’s shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which Moody’s may be entitled.
Moody’s hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s have, prior to assignment of any rating, agreed to pay to Moody’s for the appraisal and rating services rendered by it fees ranging from $1,500 to $2,400,000. Moody's Corporation (MCO) and its wholly-owned credit rating agency subsidiary, Moody's Investors Service (MIS) also maintain policies and procedures to address the independence of MIS's ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually on Moody's website at www.moodys.com under the heading "Shareholder Relations -- Corporate Governance -- Director and Shareholder Affiliation Policy."
Customer expressly agrees, on behalf of itself and each Authorised User, that (a) the credit ratings and other opinions contained in the Moody’s Information are, and will be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, hold or sell any securities, (b) each rating or other opinion will be weighed solely as one factor in any investment decision made by or on behalf of Customer or any Authorised User, and (c) it will accordingly make its own study and evaluation of each security, and of each issuer and guarantor of, and each provider of credit support for, each secur¬ity that it may consider purchasing, holding or selling.
13. Governing Law
The Agreement shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.
