Country-Check

These Terms and Conditions together with your Order Form (together the "Agreement") govern your use of the Licensed Materials to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document whether or not signed by us).
1.	Definitions
1.1	In these Terms and Conditions: "Additional User Form" means our standard form for the addition of Authorised Users beyond the number set out in the Order Form; "Affiliates" means a party`s direct and indirect holding companies and all subsidiaries of such holding companies as such expressions are defined in the UK Companies Act 2006; "Authorised Users" means the maximum number of your employees as are authorised to access the Licensed Materials as set out in the Order Form; "Commencement Date" the date the licence we grant to you under clause 2.1 starts; "Confidential Information" means all or any information of or in the possession of the disclosing party or any of its Affiliates of any kind or description where such information has been specifically marked or disclosed as confidential or which by its nature should reasonably be assumed to be confidential. In relation to us, our Confidential Information shall include the structure and content of the Licensed Materials, the manner of their creation and maintenance and all reports and other materials generated from them; "Initial Term" means the initial term of the Agreement as set out in the Order Form; "Intellectual Property" means all rights of whatever nature anywhere in the world (registered or unregistered) including copyright, design rights, know-how, trade secrets, technology, systems, methods, expertise, patents, data base rights, trade marks and trade names; "Licensee" the person or entity identified as such in the Order Form; "Licence Fee" the fee set out in the Order Form payable by you for access to the Licensed Materials and for the provision of any Services as such fee may be amended on any renewal of the Initial Term; "Licensed Materials" means the County-Check Master Jurisdictional Risk Index and shall include all updates, modifications, downloads, print-outs, copies or other derivatives of it and reports generated from it but shall exclude Third Party Materials; "Licensor" means Global Objectives Limited trading as Country-Check; "Order Form" means the most recent version of our standard order form relating to your use of the Licensed Materials; "Permitted Purpose" means the use of the Licensed Materials by you for your own internal business purposes; "Regulatory Requirements" means all statutory and other rules, regulations, instruments and provisions in force from time to time having statutory effect and applicable to a party; "Special Restrictions" means any special restrictions on your license to the Licensed Materials identified as such in the Order Form; "Term" means the Initial Term and any renewal of it; "Third Party Materials" means all materials created by or belonging to third parties contained within or accessible or referred to in the Licensed Materials including the underlying information sources accessible from the Licensed Materials; "us/we/our" (or derivatives) means the Licensor; "you/your" (or derivatives) means the Licensee;
1.2	The definitions of words and phrases in these Terms and Conditions shall apply wherever such words and phrases appear in the Agreement. The use of the word "Including" or similar shall be construed without limitation.
2.	Grant of Licence
2.1	With effect from the Commencement Date, we grant you a non-exclusive, non-transferrable licence to access and use the Licensed Materials online at www.country-check.com and from the location(s) specified in the Order Form solely for the Permitted Purpose during the Term. Your Licence will be subject to any Special Restrictions.
2.2	The Order Form states whether your Affiliates are entitled to use the Licensed Materials pursuant to the Agreement. If so, the rights extended to you shall be extended to your Affiliates on the same terms and you agree to and accept the provisions of the Agreement on your own behalf and as agent for such Affiliates.
2.3	You shall procure that any such Affiliates shall act on the basis that they are a party to the Agreement and have agreed to be bound by it. However, you alone shall be entitled to enforce the provisions of the Agreement and be responsible for the payment of the Licence Fee and you shall remain liable for any breach of the Agreement caused by any such Affiliate.
2.4	For this purpose your Affiliates shall not be treated as if they are a party to the Agreement for the purpose of clause 14.7.
3.	Ownership of Intellectual Property
3.1	We shall retain title to all Intellectual Property in or to the Licensed Materials and you do not acquire any rights in the Licensed Materials except as set out in the Agreement.
3.2	You shall not remove any copyright or similar notice contained in the Licensed Materials.
3.3	We may alter, modify all or any part of the Licensed Materials as we consider necessary.
3.4	Except as permitted by the Agreement you shall not (a) copy, modify, adapt, disclose, make available or use; (b) combine with any other materials or create any derivative works based on; or (c) reverse engineer, disassemble or decompile in each case the whole or part of any of the Licensed Materials.
4.	Fees, payment and invoicing
4.1	You agree to pay the Licence Fee. The Licence Fee is stated exclusive of value added or other taxes or duties chargeable on it and you shall pay such taxes or duties and the Licence Fee in full and without deduction, set-off or withholding of any kind. If you are under a legal obligation to make any withholding or deduction against the Licence Fee, it shall be deemed to be grossed by an amount equal to such withholding or deduction such that the net amount that you shall pay to us shall always be equal to the Licence Fee as set out in our invoice.
4.2	The Licence Fee for the Initial Term will be invoiced after the date of the Agreement. The Licence Fee for renewal periods shall be invoiced in advance of renewal. All invoices shall be sent to your invoice contact set out in the Order Form. The Licence Fee shall be paid within 30 (thirty) days of receipt by you of our invoice whether or not you have accessed or used the Licensed Materials by then. We shall be entitled to charge interest on late payments at the rate of 2% above the standard base rate of Barclays Bank Plc from time to time.
4.3	The Licence Fee is based on the number of Authorised Users. You shall inform us of any increase in the number of Authorised Users and this will lead to a pro rata increase in the Licence Fee. Upon automatic renewal of the Initial Term (or any renewal thereof) we may increase the Licence Fee by a maximum of 10%.
5.	Passwords
5.1	We shall provide passwords or authorisation codes to enable Authorised Users to access the Licensed Materials. You shall ensure that such passwords or codes are only used by the Authorised Users to whom they are issued and are kept secure and confidential and not shared with any other person. No concurrent usage of passwords or codes is permitted. If an Authorised User ceases to be employed by you, we must be informed immediately. You shall ensure that no person other than an Authorised User accesses the Licensed Materials.
6.	Systems
6.1	You will ensure that your systems meet any minimum requirements specified by us as being necessary to use the Licensed Materials. It is in any event your responsibility to ensure that your systems are capable of using the Licensed Materials
7.	Updates
7.1	We shall make available to you free of charge all updates of the Licensed Materials generally made available by us to our customers.
8.	Term
8.1	The Agreement shall continue for the Initial Term unless terminated earlier in accordance with the Agreement. Thereafter the Agreement will renew automatically immediately following expiry of the Initial Term (or any renewal thereof) for a further period equal to the Initial Term unless cancelled by notice in writing given by either party to the other at least 30 (thirty) days prior to any such expiry.
9.	Warranties
9.1	We warrant that we are duly incorporated in England and entitled to license or sublicense the Licensed Materials to you pursuant to the Agreement.
9.2	We make no warranties or representations with regard to the Third Party Materials.
9.3	To the maximum extent permitted by law, we exclude and disclaim all conditions, terms, representations (other than fraudulent representations) and warranties relating to the subject matter hereof, whether express or implied, that are not explicitly stated in the Agreement including the implied warranties of satisfactory quality and fitness for a particular purpose. In particular, we do not warrant or represent that use of the Licensed Materials will meet your own particular risk management requirements.
10.	Limitations of Liability
10.1	Our aggregate liability for any and all claims arising in relation to the Agreement shall not exceed one and a half times the Licence Fee paid for the period in which the liability arose.
10.2	Neither party shall be liable to the other for any loss of profits, loss of business, loss of goodwill, loss of opportunity, indirect and/or consequential loss or damage of any kind.
10.3	Neither party shall have any liability under the Agreement where such liability arises directly or indirectly from causes beyond that party`s reasonable control including (a) strikes, lock outs or acts of God; (b) any act or omission of the other party, its employees, contractors, suppliers or any other person acting on its behalf; (c) any act or omission of or any fault in any product or service supplied by any third party including Third Party Material providers, utility, telecommunications or other service suppliers; (d) the unavailability of the internet and periods of maintenance or update or other reasonable periods of downtime in relation to the Licensed Materials or any information technology systems upon which we rely.
10.4	Notwithstanding any other provision of the Agreement, our liability for fraud or for death or personal injury resulting from our own or our employees` agents or sub-contractors negligence or for any other liability that cannot be limited by applicable law shall be unlimited.
10.5	You accept that: (a) The risk rankings and risk bandings within the Licensed Materials are provided as a guide to assist you with your own determination of jurisdictional risk. Any risk rankings and bandings generated using the Country-Check predefined or default weight sets represent our own view of risk based on the underlying mathematical model as well as our perception on risk and may not be appropriate for your use. You must satisfy yourself that you understand our default settings and risk criteria and that they are appropriate and applicable for your level of risk appetite. You should not rely solely upon the Licensed Materials when making any decision in relation to jurisdictional risk and before making any such decision you should supplement your use of the Licensed Materials with your own jurisdictional risk data. (b) While every attempt has been made to include risk rankings and risk bandings for all major countries, this cannot be guaranteed. (c) The Licensed Materials are based entirely on information within the public domain and risk rankings and risk bandings are derived accordingly. Such information could be inaccurate or outdated and a lack of public domain risk information for any country could lead to an inaccurate risk ranking or risk banding being assigned to it by us. We are not responsible for the accuracy, completeness or currency of any public domain information upon which we rely. (d) While every attempt is taken to ensure that the Licensed Materials are kept up to date, we cannot guarantee that information contained in them will not have changed. In addition we cannot guarantee that we will find any or all of the public domain information available in connection with any jurisdiction or territory that may be relevant to assessing the risk posed by it. We also cannot be certain that any public domain information on which we have relied will remain available in the future. (e) Risk rankings and risk bandings within the Licensed Materials are derived purely based on the source data available on the Country-Check database and can only change when the public domain information on which they are based changes. In addition, the Licensed Materials are not able to reflect the immediate risk impact of sudden events including a financial market crash, an act of terrorism, a natural disaster or war.
11.	Confidential Information
11.1	The recipient of the other party`s Confidential Information ("Recipient") shall at all times keep it secret and confidential and not disclose or divulge any part of such it to any third party except to those of the Recipient`s or the Recipient`s Affiliates` officers or employees who require it to be disclosed to them solely for the purpose of the performance of the Agreement (the Recipient shall be liable for any breach of the Agreement caused by any such officer or employee).
11.2	Only Authorised Users shall be deemed to require access to the Confidential Information comprised of the Licensed Materials.
11.3	The Recipient shall protect the other`s Confidential Information using the same degree of care (but in any event no less than a reasonable degree of care) as the Recipient uses to protect its own confidential information.
11.4	The Recipient shall not use the other`s Confidential Information for any purpose other than performance of this Agreement.
11.5	There shall be excluded from the provisions of Clause 11.1 above any information that (a) is in the public domain, or comes into the public domain otherwise than by breach of the Agreement provided that the Licensed Materials shall be treated at all times as Confidential Information notwithstanding that information within them is derived from sources within the public domain; or (b) was lawfully in the possession of the Recipient or any of its Affiliates prior to the date of disclosure by the other party; or (c) was received by the Recipient or its Affiliate from a third party without known breach of any confidentiality agreement with the other party; or (d) is required to be disclosed by law, regulation or court order.
11.6	The Recipient shall indemnify the other party against all costs, liabilities and expenses that the other party may suffer or incur as a result of a breach of any of the obligations of the Recipient under this clause 11.
12.	Infringement
12.1	We agree to defend and indemnify you and at our option to settle any claim, action or proceeding based upon a third party's claim of Intellectual Property infringement asserted against you in relation your use of the Licensed Materials in accordance with the Agreement provided (a) you provide prompt written notice to us of any such claim; and (b) we are given the right to control and direct the investigation, defence and settlement of each such claim; and (c) you provide all reasonable assistance to us (at our cost) in relation to the investigation, defence and settlement of each such claim.
12.2	Should the Licensed Materials become, or be likely to become, the subject of a claim for Intellectual Property infringement, you shall permit us, at our option and expense to (a) procure for you the right to continue using the Licensed Materials; or (b) replace or modify the Licensed Materials so that they become non-infringing; or (c) (if we are unable to accomplish the objectives set out in either (a) or (b)) terminate the Agreement and pay to you a pro-rata refund of the Licence Fee which such refund shall (subject to clause 12.1) be in full and final settlement of our liabilities to you.
13.	Termination
13.1	Either party may terminate the Agreement with immediate effect by notice in writing to the other if the other party (a) is in material breach of the Agreement, which breach is either not capable of remedy or has not been remedied within 30 (thirty) days of receiving notice specifying the breach; or (b) becomes subject to any bankruptcy or insolvency proceeding, becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority or has been liquidated, voluntarily or otherwise (or any analogous proceedings or event in any jurisdiction).
13.2	All of your rights to use the Licensed Material shall cease upon expiry or termination of the Agreement.
13.3	Termination or expiry of the Agreement shall be without prejudice to the rights and liabilities of the parties that have already at that time accrued and to clauses 1, 2.3, 3, 9, 10, 11, 12, 13.2, 13.3, 14 and 15 which shall remain in full force and effect.
14.	Miscellaneous
14.1	You shall not assign or sublicense your rights under the Agreement. We may assign our rights and obligations to any Affiliate of ours.
14.2	Any waiver, amendment, modification or alteration of any provisions of the Agreement shall not be effective unless made in writing and signed by both parties.
14.3	If any provision of the Agreement is declared or found to be invalid, illegal, unenforceable or void, then both parties shall be relieved of the obligations arising under such provision but the remainder of the agreement shall remain in full force and effect.
14.4	No claim arising out of the Agreement may be brought by either party after the date which is the earlier of the date (a) which is 6 (six) months after the date on which the party with the right to claim first became aware or ought reasonably to have become aware of the claim (b) when such claim becomes barred by statute as determined in accordance clause 14.5.
14.5	The laws of England and Wales shall govern the Agreement and the parties submit to the non-exclusive jurisdiction of the English courts.
14.6	The Agreement supersedes all prior proposals, understandings or agreements relating to its subject matter.
14.7	A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
14.8	The Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original and which together evidence the Agreement.
14.9	We shall monitor the customization of all personalized weight settings carried out by you and all other customers accessing the Licensed Materials. We reserve the right to use and disclose to you and such other customers the results of such monitoring on a strictly aggregated and anonymous basis. This will be for the purpose of ensuring that our default risk weight settings reflect as far as possible common user trends.
15.	Notices
15.1	Any notice delivered under the Agreement shall be in writing and delivered by pre-paid first class post (or pre-paid overseas equivalent) to or left at the recipient`s addresses or faxed to the recipients fax number in each case appearing in the Order Form (or such other address or fax number as may be notified in writing in accordance with this clause). In the case of the Licensee, its address and fax number for service of notices shall be those given as its invoicing contact details.
15.2	Notices delivered personally shall be deemed delivered immediately, by post posted from and to addresses in the UK, on the second working day after posting or where posted from or to addresses overseas, on the tenth working day after posting and by fax, on transmission subject to receipt of a successful transmission record.
16	Your right to control cookies
16.1	This Website uses cookies. A cookie is a small text file sent to your browser that we use to store limited information about your use of the Website (for example, which web browser you use). We use cookies to provide you with certain Website functionality (such as to enable access tosecure log-in areas and to save you having to re-enter information into Website forms) and to personalise Website content. Without cookies, this functionality would be unavailable.
16.2	We also use website analytics tools provided by Google, Inc. ("Google"). Google serves cookies through our Website and collects aggregated data on an anonymised basis about visitors' use of the Website. The data Google collects enables us to understand aggregated visitor activity across the Website and how we may improve our Website offering. This data is collected and used on an anonymised, aggregated basis only and does not enable any visitor to be personally identified.
16.3	In addition, we also marketing automation tools provided by Marketo, Inc. ("Marketo"). Marketo serves cookies through our Website to profile visitors' interests and Website activity. We use data collected through these cookies to serve visitors with information and advertising tailored to their specific needs and requirements. This data is collected on an anonymised basis, except where visitors have previously registered to receive marketing communications from us or subsequently choose to do so. Where this is the case, cookies set by Marketo may enable us to identify the visitor upon visiting the Website. Where visitors have registered to receive marketing communications from us, we use the tools provided by Marketo to send targeted e-mail marketing and track the effectiveness of our e-mail campaigns, including through the use of clear gif images in e-mails.
16.4	You have the right to refuse or disable cookies served through our Website although, if you choose to do so, certain Website functionality maybecome unavailable to you. As the means by which you may do this varyfrom browser to browser, we recommend that you visit your browser's help menu for further information. Likewise, you can change your e-mail client's settings to refuse clear gif images, although most are set to refuse these by default. Again, you should visit your e-mail client's help menu for further information. We respect your right to choose whether or not to accept cookies and clear gifs.
16.5	Please note that if you do not set your browser and e-mail settings to disable cookies and clear gifs, you will be indicating your consent to receive them. If you wish to find out more about cookies and clear gifs, you may like to visit allaboutcookies.org, an independent thirdparty resource that explains what cookies and clear gifs are and how you may manage them. Please note that we are not responsible for, and have nocontrol over, the content of this third party website.

Country-Check Subscription Terms and Conditions

Updated Terms and Conditions January 2012