ACCEPTANCE OF THESE TERMS
By using this THEMiS web site ("Web Site") you agree to these terms and to the disclaimer and limitation of liability below.
If you do not agree to these terms please leave this Web Site immediately.
LICENCE
1. We (Achilles Information Limited) grant you a non-exclusive licence to use the materials while they remain on this Web Site and 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.
· Bookmark any page or link to it so long as the page is presented within our frameset.
2. This licence is a personal, non-transferrable licence and unless we agree otherwise you must not modify any materials.
3. This licence applies to all materials on this Web Site.
DISCLAIMER
4. We give you no warranty or assurance about this Web Site or the quality of the information and content contained therein. In particular: Information may be incorrect or out of date, and may not constitute a definitive or complete statement of the law or practice in any area. Materials or answers to specific questions are not intended to constitute advice in any specific situation. You should take always legal advice in specific situations. All implied warranties and conditions are excluded, to the maximum extent permitted by law.
5. USE THIS WEB SITE AT YOUR OWN RISK. NEITHER WE NOR ANY COMPANY WITHIN OUR GROUP AND OUR AND THEIR RESPECTIVE AGENTS, EMPLOYEES AND SUB-CONTRACTORS SHALL BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY LOSSES OR DAMAGES WHATSOEVER OR HOWSOEVER ARISING IN CONNECTION WITH THIS WEB SITE (WHETHER UNDER THIS LICENCE OR OTHER CONTRACT OR IN CONSEQUENCE OF ANY MISREPRESENTATION, MISSTATEMENT OR TORTIOUS ACT OR OMISSION INCLUDING NEGLIGENCE)
6. This does not affect claims in respect of death or personal injury caused by negligence.
GOVERNING LAW
7. These terms are governed by English law and you submit to the exclusive jurisdiction of the English courts.
License Agreement for THEMiS – the system for regulated procurement - Terms and Conditions
The terms and conditions set out below apply to the SUBSCRIBER’S subscription to THEMiS. The SUSBSCIBER will be deemed to have accepted these terms at the time when the SUSBCRIBER first gains access to THEMiS using the unique log-on details supplied by ACHILLES.
Definitions
“ACHILLES” means Achilles Information Limited.
“LICENCE” means the Licence for Access and Use of THEMiS, as set out in Annex A of these terms.
“PARTY” means either ACHILLES or the SUBSCRIBER (and the term “PARTIES” shall be construed accordingly).
“SUBSCRIBER” means a person or organisation (being a distinct legal entity, local authority, or contracting authority) which has accepted these terms and subscribes to THEMiS.
“THEMiS” means the Internet-based system provided by ACHILLES for the provision of documents and advice related to EC public procurement legislation.
“USER” means a person within a SUBSCRIBER’s organisation who is given access to THEMiS by ACHILLES.
Scope of the Agreement
These terms will operate to grant the SUBSCRIBER a non-exclusive, non-transferable, royalty free licence to use THEMiS for their own business purposes strictly upon the terms set out herein and subject to the terms of the Licence, and for the period for which Subscriber has paid the THEMiS subscription fee (if applicable). During the period of the SUBSCRIBER’S subscription, ACHILLES will provide access to THEMiS for the number of USERS agreed with the SUBSCRIBER.
Software and connection
It is the responsibility of the SUBSCRIBER to ensure that USERS 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 ACHILLES) is properly licensed.
Access to the System
ACHILLES will use its best endeavours to provide access at all times to THEMiS via a server available for access on the Internet. No liability is accepted for the provision of access from the SUBSCRIBER’S or USER’S system to the ACHILLES server.
The SUBSCRIBER and its USERS agree to maintain the confidentiality of the unique log-on details, required by USERS to gain access to THEMiS, issued by ACHILLES. In addition the SUBSCRIBER and any USERS will notify ACHILLES immediately if they know or suspect any misuse of, or breach of confidentiality relating to the log-on details.
Subscription period
Subscription to THEMiS Premium content is dependent on the payment of a non-refundable annual subscription fee, payable in advance. ACHILLES will invoice the SUBSCRIBER for this fee at the end of the month in which the SUBSCRIBER’S initial purchase order is dated. ACHILLES will subsequently invoice the SUBSCRIBER at 12 monthly intervals unless the subscription is terminated in accordance with these terms.
Termination
If the SUBSCRIBER wishes to terminate their THEMiS Premium subscription they must inform ACHILLES in writing at least one month before the expiry of the subscription period. If ACHILLES has not been informed of cancellation within the required timescale, these terms shall continue in force for a further 12 month period, and thereafter on a continuing rolling basis.
Technical Support and Guidance
ACHILLES will provide help files in THEMiS for the guidance of USERS in the use of THEMiS. ACHILLES will also provide technical support on request for its software and service only. Technical support will be provided by phone or email during normal working hours (9am to 5:00pm).
Copyright and Property
The copyright and all intellectual property rights whatsoever of all computer programs, user manuals, websites and content and any other documentation in connection with THEMiS will remain vested in and be the property of ACHILLES.
Liability
ACHILLES will use its best endeavours to ensure that THEMiS is accurate and up to date. However, ACHILLES shall not be liable to the SUBSCRIBER or to its contractors or agents for any claims arising from the use of THEMiS or from any inaccuracies in THEMiS, which is provided upon the basis of best endeavours to ensure accuracy and completeness. ACHILLES is an information services provider, and does not provide legal advice. The contents of THEMiS are based on ACHILLES’ 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.
Notwithstanding anything else in these terms and conditions ACHILLES shall not be liable for any failure in performing any of its obligations under these conditions if such failure is caused by circumstances beyond the control of ACHILLES, which shall include any Act of God, war, trade dispute, fire, flood, drought, tempest or any other abnormal weather conditions.
In all cases ACHILLES’ liability shall be limited to the value of the annual subscription fee paid by the SUBSCRIBER. ACHILLES will not in any circumstances be liable for any indirect, incidental or consequential loss or damage or loss of profits, loss of revenue or loss of anticipated savings.
If at any time any one of the provisions of these terms and conditions becomes invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired. These terms and conditions shall continue in effect until amended or terminated by ACHILLES by written notice.
Law and Jurisdiction
These terms and conditions shall be governed by English law and the parties shall be subject to the jurisdiction of the English courts.
Annex - Licence for Access and Use of THEMiS
Subject to the THEMiS Subscriber Terms and Conditions of which this Licence forms an Annex, Achilles grants to the Subscriber access to THEMiS on the following non-exclusive non-transferable basis:
· The Subscriber may use THEMiS for its own internal business purposes only. The Subscriber shall not use or attempt to use THEMiS or any of the output of THEMiS or permit any third party to do so other than in accordance with the Terms and Conditions.
· The Subscriber shall not translate or adapt THEMiS for any purpose nor arrange or create derivative works based on THEMiS without the express written consent of Achilles in each case.
· The Subscriber shall not (unless otherwise agreed in writing) make for any purpose including (without limitation) for error correction, any alterations, modifications, additions or enhancements to THEMiS nor permit the whole or any part of THEMiS to be combined with or become incorporated in any other programme except with the prior consent of Achilles which shall not be unreasonably withheld.
· The Subscriber shall effect and maintain adequate security measures to safeguard THEMiS from unauthorised access, use or copying.
· The Subscriber shall not nor permit others to decompile, reverse-engineer or disassemble THEMiS or any part unless (with the prior written consent of Achilles) such disassembling is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with THEMiS or with another program and the information is not readily available from Achilles or elsewhere.
· The Subscriber will not acquire any title, copyright or other proprietary rights in THEMiS or any copies of it, in addition to that referred to in the Terms and Conditions.
· All intellectual property rights in any process, product coding, computer programs and the related documentation developed by Achilles to provide THEMiS and its associated services will remain vested in and be the absolute property of Achilles, its contractors or other third parties who may own such intellectual property.
This Licence shall without time limitation survive the termination for any reason of the THEMiS Subscriber Terms and Conditions.