General Terms and Conditions of Use
Emerging Markets Direct OÜ (“EMD”) provides a range of information services (“Services”) marketed as bne IntelliNews and NewsBase, amongst other services. By making payment of the Subscription fee for Services, in doing so the Subscriber agrees to the terms and conditions laid out herein. The Subscriber may use information retrieved from and/or information delivered by the Services for research purposes in the course of the Subscriber’s ordinary business. The Subscriber may not sell, resell, or otherwise make the information available in any manner, or on any media, to any third party, unless the Subscriber has been granted prior written consent by EMD. The Subscriber agrees to strictly limit access to and use of the Services to the individuals (“Users”) whose names have been provided to EMD at the time of the initial Subscription agreement, or confirmed by the Subscriber at the time of subsequent renewals. This includes not sharing the content provided by EMD as part of the Service, such as forwarding emails, sharing passwords, documents or any other content without restriction, with parties expressly named by the Subscriber as part of the Subscription agreement with EMD. The sharing of passwords and/or content such as by forwarding emails reveiced as part of the service without the prior written consent of EMD is strictly prohibited. Sharing will also be deemed to have occurred if EMD content associated with a single subscription has been accessed via an unreasonable number of IP addresses. Subscribers may to share a reasonable number of articles or content with others in the course of the execution of their duties on an irregular basis. Subscribers can access EMD content using a reasonable number of devices in different locations (home, office, phone, during business trips) as their duties require. In the event that The Users shares emails, documents, reports or other content that is provided as part of the Service with non-authorised parties who are not Subscribers to the Service on a regular basis, or an unreasonable number of IP addresses used to access the content of each Subscription account, the user agrees to pay a surcharge calculated per non –authorised person receiving said content at a pro rata rate of the annual subscription fee for the number of days the said content is shared with non-authorised parties without objection and within 15 days of receiving an invoice for said unauthorized use. The Subscriber also agrees not to “abuse” the download of data from the service. “Abuse” is defined as downloading of data from the service using robot, spider or any other similar applications, which downloads data automatically. EMD reserves the right to invoice customers with an amount up to five times the annual subscription fee as detailed on page one of this agreement, and/or terminate the subscription without prejudice for those who are found guilty of abuse of data. The Subscriber has the right to change the names of the Users at anytime during the duration of the subscription within the limits of the terms of the Subscribers existing Subscription.
2. AVAILABILITY AND ACCURACY OF INFORMATION
EMD reserves the right to change the content, presentation, Subscriber facilities, or availability of any part of the Services, and make changes to the software used to make the Services available, at its sole discretion. If the information available through the Services is materially reduced, EMD’s sole obligation to the Subscriber shall be to refund charges paid in advance on a pro-rata basis according to the extent of the reduction. while EMD has no reason to believe that there are any inaccuracies or defects in the information comprised within the services, or in the software used to make the services available, EMD for itself and on behalf of its contributors, makes no representation, and gives no warranty (expressed or implied) with regard to the information, or any part of the databases compremdng the services, including, but not limited to, the fitness of the information or the databases, for any purpose whatsoever.
Except as otherwise expressly provided, neither EMD nor its Contributors shall be liable for any loss or damage (including consequential or indirect loss or damage which shall include, but which shall not be limited to, loss of property or of profit, business revenue or anticipated savings, and loss of, or damage to, data) or for any costs, claims, or demand of any nature, whether asserted against EMD, the DPs, or against the Subscriber, by any party, arising directly or indirectly out of the use of, access to, or withdrawal of, the Services, the databases comprising the Services, or out of any information or materials comprised therein. EMD and the DP’s respective liability shall be limited to direct loss suffered by the Subscriber, where such loss arises solely from EMD’s negligent acts or omissions, or those of its employees in the provision of the Services of the information, provided that (save in the event of death or personal injury resulting therefrom) EMD’s and the DP’s total liability shall not exceed a sum equivalent to one month’s charges to the Subscriber taken as an average of the sums invoiced over the preceding twelve month period, or, in the event that the Subscriber has been a Subscriber for less than twelve months, the period since the start of the agreement, or $5,000, whichever shall be the smaller.
EMD will invoice the subscriber for the Annual Subscription Fee in advance, unless otherwise stipulated.
5. PAYMENT TERMS
All charges, charge rates, and applicable terms of payment shall be as listed in the current price list for the Services, and shall be subject to change by EMD upon giving the Subscriber not less than 30 days prior written notice. All charges and charge rates expressed are exclusive of any taxes, which are, or may be, applicable. Payment of the Annual Subscription Fee is due within 15 days of the date stated on the invoice. The User shall be responsible for:
· Any registration fee, monthly minimum usage charge, prepayment for usage charge, and/or standing charge applicable under this Agreement.
· Any and all additional charges for documents and other Services as listed in any pricing addendum.
· If any sum payable to either party by the other is not paid within seven days after the due date and a party has failed, within fourteen (14) days after the receipt of request in writing to remedy such failure, then, without prejudice to each party’s rights and remedies, the party to whom monies are due reserves the right to charge interest on the sum due on a day to day basis from the last day for repayment of that sum to the actual date of payment (both dates inclusive) at the rate of 1% LIBOR from time to time in force, compounded quarterly. That interest will be paid by the party which owes any monies on demand.
· The Annual Subscription Fee agreed between EMD and the Subscriber is understood to include a 20% “early bird” discount.
In the event that payment of the Annual Subscription Fee is made by bank transfer, or otherwise transferred to the accounts of EMD, and that the payment for the Annual Subscription Fee is made and received by EMD before the first day of the calendar month in which a Subscription renewal payment comes due, irrespective of the date of issue of any invoice by EMD to the Subscriber, then the Subscriber is entitled to the said “early bird” discount. If the said payment is received by EMD after the start of the calendar month in which the Annual Subscription Fee is due to be renewed, or after the date of the renewal of the subscription, the Subscriber agrees to pay a 20% surcharge, unless otherwise agreed with a representative of EMD in writing prior to the start of the calendar month in which the Annual Subscription Fee is due. Email communication is deemed to be written communication for the purposes of agreeing a change in the payment schedule herein.
In the event that payment of the Annual Subscription Fee is made by credit card and the Subscription is automatically renewed each year on the same date and the payment for the Annual Subscription Fee, including any charges or adjustments to the Annual Subscription Fee, as detailed section 6 of this Agreement, is received on that date, then the Subscriber is entitled to the “early bird” discount and the 20% surcharge shall not apply. In the case of the payment of the Annual Subscription Fee that are made by credit card on the Renewal Date of the Subscription, the requirement to pay in the calendar month prior to the Renewal Date of the Subscription to be entitled to the “early bird” discount is waived.
The Subscription period shall be valid for one year, unless otherwise agreed between EMD and the Subscriber at the time of the initial subscription agreement, or subsequent renewal, if a request to change the terms of the Subscription agreement is received by EMD not less than 90 days before the Subscription is due to expire. The Subscription agreement shall automatically renew for an additional period of time equal to that agreed between EMD and the Subscriber unless cancellation notification is received by EMD in writing by registered mail or email from the Subscriber at least 90 days prior to the end of the current subscription term. Moreover, in the event of the Subscription renewal the price for the subscription will increase by 3% of the price paid in the previous period, unless otherwise agreed by EMD and the Subscriber.
This Agreement shall remain in force unless terminated in accordance with the following provisions:
· If the Subscriber is in breach of any of the terms of this Agreement and has failed to remedy the same within 14 days, EMD may forthwith terminate this Agreement without liability to the Subscriber, or without prejudice to its rights in respect of such breach.
· If the Subscriber shall convene a meeting of its creditors, or if the Subscriber shall be unable to pay its debts, or if a trustee receiver, administrative receiver or similar office is appointed in respect of all or any part of the business or assets of the Subscriber, EMD may terminate this Agreement forthwith without liability on its part to the Subscriber.
· EMD may terminate this Agreement at any time upon giving the Subscriber not less than 30 days prior written notice. EMD’s only obligation in this event shall be to refund pro-rata charges paid in advance.
This Agreement and any rights of access to any Services provided to the Subscriber may not be assigned, licensed, or otherwise transferred by the Subscriber without the prior written consent of EMD. EMD reserves the right to assign this agreement to any third party at its sole discretion without notice to the Subscriber.
8. GOVERNING LAW: This Agreement shall be governed by and interpreted under the laws of the Republic of Estonia (without regard to its principle of choice of law), and are intended to take effect as instruments under seal.