Please read the following terms and conditions before using the Service. Use of the Service implies acceptance of this Licence Agreement. If you do not accept the terms and conditions laid down in this Agreement, please do not use or subscribe to the Service.
In this Agreement the following terms will have the following meanings:
Data the information provided by the Service;
Data Provider the Owner of the copyright in the Data;
Database the compilation of the Data in electronic format;
Member the person, company, organisation, institution, or other corporate body subscribing to the service as defined by Kuwait Tenders;
Owner Business Communications LLC, registered in Dubai with offices at Flat No. 3 Abdullah Saleh Building, Al Nakheel Street, Deira, Dubai, United Arab Emirates. Postal address: P.O. Box 233, Dubai, United Arab Emirates;
Service the provision of any documentation, Software and/or access to the Database(s) on the media indicated up to the specified limit for the Subscription Fee(s) and/or other Fee(s) as defined by Kuwait Tenders;
Subscription Fee the fee payable by the Member for use of the Service for the period of one year from the Start Date;
Start Date the Date when the order is placed, from which the subscription commences;
Other Fee(s) the fees payable for usage of the Service as defined by Kuwait Tenders.
1.1 This Agreement is a licence agreement for the use of the Service by the Member and not an agreement for sale.
1.2 From the Start Date, the Owner grants to the Member a non-exclusive, non-transferable licence to use the Service in accordance with this Licence and only for business purposes.
1.3 Where the Member makes acknowledgement, gives undertakings, or undertakes liabilities under this Agreement, it does so for itself and where limitations or exclusions are imposed on the Member under this Agreement.
1.4 Where the Member is a body other than an individual, the person accepting this Agreement represents that s/he is authorised by the Member to accept this Agreement for and on behalf of the Member, and to bind the Member thereby.
2.1 For other than on-line payment by credit card, payment shall be made in full by the Member within thirty (30) days after the date of purchasing the service unless agreed otherwise. This payment is made in accordance with Kuwait Tenders terms and conditions.
2.2 If the Member fails to pay any sum, which is due to the Owner within 30 days of purchasing the service, the Owner reserves the right to bar further access to any Service the Member subscribes to until all outstanding charges are paid.
2.3 The Owner may increase its charges at any time at least 12 months after the Start Date by giving the Member at least 3 months written notice.
2.4 All on-line payments by credit cards are made in US Dollars. However due to current banking restrictions in the Middle East, exchange conversions may result in minor differences that could be charged to your credit card.
3. SERVICE ACCESS
3.1 Where access to the Database(s) is provided online the Service will normally be available 24 hours a day throughout the subscription period. The normal availability of the Service may be varied on occasions of which the Owner will give the Member not less than 48 hours' notice. The Owner reserves the right to suspend the Service temporarily and without notice for reasons beyond its control.
3.2 The Owner reserves the right to make modifications or improvements to the Service and will make every reasonable effort to give the Member notice of such changes.
3.3 The Owner shall allocate to the Member any necessary usernames and/or passwords, which control access to the Service. Only those usernames and/or passwords may be used by the Member to access the Service. The Owner reserves the right to change the Member's usernames and/or passwords at any time and shall notify the Member of such changes forthwith. Timelocks or other software procedures may be used by the Owner to render superseded versions of the Service inoperable.
3.4 The Member shall pay for all usage of the Service(s) provided online which accrues under usernames and/or passwords allocated to the Member. Responsibility for limiting usage to the level indicated on the Order Form remains with the Member.
3.5 The Member shall pay all third party telecommunications or Internet service charges incurred by the Member connecting through the telecommunications network in order to access the Service.
4. PERMITTED ACTIVITIES
4.1 The results of bona fide searches of the Service by the Member or Registered Users may be viewed on screen, and extracts are permitted in print form subject to existing legislation, and to the Member clearly acknowledging the source and Ownership of the copyright in the extracted Data.
4.2 Transmission of extracts from the results of bona fide searches of the Service made by the Member is permitted through an electronic mail or facsimile system between Members and third parties only in connection with the provision of bona fide advice, provided that no additional fee is directly or indirectly levied for such transmission.
4.3 The Member agrees and acknowledges that one or more Data Providers may have a proprietary interest in parts of the Service, and the Member agrees not to remove, conceal or obliterate any copyright or other proprietary notices included in the Service.
4.4 The Member may make such temporary local electronic copies, by means of caching or mirrored storage, of all or part of the licensed Databases as are necessary to ensure efficient use by Members provided that such use is subject to all the terms and conditions of this Agreement.
5. PROHIBITED ACTIVITIES
5.1 Except as permitted by law, and as permitted expressly by Clause 4 of this Agreement, the Member shall not itself, nor allow any third party to duplicate or otherwise reproduce in whole or in part the Service or any part thereof.
5.2 Except to the extent permitted by law, the Member shall not modify, reverse assemble, decompile, or reverse engineer the Service or any part thereof or merge the Database or Software with any other software.
6. GENERAL RESPONSIBILITIES OF THE MEMBER
6.1 The Member will take all reasonable steps to ensure that the Service is used in accordance with the terms and conditions of this Agreement.
6.2 The Member agrees to indemnify the Owner for losses and expenses incurred by the Owner which arise out of any misuse of the Service by the Member or any misuse by any third party, where such misuse occurs as a result of breach by the Member of this Agreement.
6.3 The Member agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Agreement and that the fees payable to the Owner have been calculated on the basis of limitations and exclusions in Clause 7 below and that it is the Member's responsibility to effect such insurance as the Member considers necessary in respect of such loss having regard to its particular circumstances and the terms of Clause 7 below.
6.4 The Member undertakes to take all reasonable steps to prevent unauthorised access to the Service including usage beyond the limits indicated on the Order Form.
6.5 The Member is responsible for ensuring that its hardware and software are capable of accessing the Service. The Member is responsible for making regular backup copies of the contents of the hard disks of any computer on which the Service is being installed or used. The Member is advised to use appropriate anti-virus software when accessing the Service. The Owner is not responsible for the availability of access to or links from the Service.
7. LIMITATION OF LIABILITIES
7.1 The Owner warrants that it owns or has obtained all necessary rights to grant this Licence.
7.2 The Service is supplied to the Member on an "as is" basis and neither the Databases nor the Software nor any part thereof has been written to meet the individual requirements of the Member. It is the sole responsibility of the Member to satisfy itself prior to entering this Agreement that the Service will meet its requirements and be compatible with its hardware/software configuration. The Owner makes no warranty or representation in that respect and no failure of any part or the whole of the Service to be suitable for the Member's requirements shall entitle the Member not to accept the same or give rise to any right or claim against the Owner.
7.3 None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of the Owner or its appointed agents.
7.4 The Owner is not liable for any indirect or consequential loss (including without limitation loss of profits, goodwill or data) howsoever arising suffered by the Member and arising in any connection with this Agreement, whether or not the possibility of such loss has been discussed by the parties pre-contract.
7.5 Save where such liability arises out of breach of the warranty contained in Clause 7.1, the Owner will have no liability for any liability of the Member to any third party.
7.6 The Owner makes no express representations or warranties which are to the effect that the Database is free of errors or omissions and the Member shall not base any commercial decisions on the Data without independent verification of the Data.
7.7 The Owner's aggregate maximum liability to the Member in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses 7.3 and 7.4 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to the total Subscription Fee for one year.
7.8 The Owner warrants that the Service will operate correctly on searchable date fields within the Databases held within the Service containing dates from the year 2000 onwards.
8. SEARCHES BY BUSINESS COMMUNICATIONS LLC STAFF
8.1 No servant or agent of the Owner is authorised to search the Service on behalf of the Member or to assist in making such searches other than for the purpose of demonstration.
8.2 The Owner accepts no liability for loss or damage arising from such searches.
9.1 The Owner shall use all reasonable endeavours to ensure that no servant or agent of the Owner shall, without the consent of the Member, disclose to any third party confidential information relating to searches carried out by the Member using the Service.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 The Member acknowledges that it obtains no copyright or other right in the nature of copyright or any other intellectual property right whatsoever in the Service or any part thereof or in the Software, Databases, or any documentation or print-out by virtue of this Agreement.
10.2 Copyright subsists in the Software. The Software was created and developed by the Owners of the copyright in the Software as displayed on the screen. The copyright Owners retain title and Ownership of the original and all copies of the Software regardless of the form or media in or on which the original or other copies may exist. This Agreement is not a sale of the original or any copy, and nothing contained in this Agreement shall be construed as granting or otherwise transferring to the Member any copyright or Ownership interest whatsoever in the Software.
11. TITLE AND ASSIGNMENT
11.1 Neither this Licence nor any of the rights and obligations of the Member hereunder may be assigned, transferred, charged, sub-licensed, delegated or disposed of in whole or in part on a temporary or a permanent basis without the prior written consent of the Owner.
11.2 The physical media on which any part of the Service is delivered to the Member remains the legal property of the Owner.
12. TERM AND TERMINATION
12.1 This Licence shall have an initial period of 12 months from the Start Date unless a different initial period is indicated on the Order Form. This Licence shall continue automatically on an annual basis after the initial period unless another renewal cycle is indicated on the Order Form until terminated in accordance with this Clause 12.
12.2 The Member may terminate this Agreement by giving written notice at least 30 days prior to the start of the next period. Failure to give such notice will result in the automatic renewal of this Agreement as described in Clause 12.1.
12.3 The Owner may terminate this Agreement at any time immediately by written notice to the Member in the event of an irremediable breach by the Member of this Agreement, or after the Member, in the Owner's reasonable opinion, has failed to remedy a remediable breach of these terms and conditions within 14 days of being given notice to do so.
12.4 The Owner may terminate this Agreement immediately on written notice if an agreement between the provider of one or more of the Databases and the Owner is terminated. In this event, the Owner shall promptly make a pro rata refund to the Member of any monies paid by the Member for the Service covering a period, which has not expired.
12.5 In the event of termination of this Agreement pursuant to Clause 12.2, the Member may retain and use any CD-ROM version of the Service, which is in its possession at the time of termination only in accordance with the provisions of Clause 4, 5, 6, and 7 of this Agreement, but shall cease to have access to or any rights or licence in respect of any part of the Service provided online. The Owner shall ensure that any timelocks or other methods of rendering superseded versions of the CD-ROM portion of the Service inoperable referred to in Clause 3.3 of this Agreement, shall not apply to such continued CD-ROM usage.
12.6 In the event of termination of this Agreement other than in accordance with Clause 12.2, the Member shall cease to have access to or have any rights or licence in respect of any Service provided on any media.
12.7 Termination of this Agreement shall be without prejudice to the parties' other rights or remedies.
13.1 Force Majeure
Neither party shall be liable for any loss suffered by the other or be deemed to be in default for any delays or failures in performance (other than failure to make payments) hereunder resulting from acts or causes beyond its reasonable control.
13.2 No Waiver
Any delay or forbearance by the Owner in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.
13.3 Entire Agreement
This written Agreement and the Order Form constitutes the entire agreement between the parties hereto.
If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.
This Agreement may only be varied in writing by means of a variation of its clauses signed by both parties or by an updated Order Form.
Any notice given pursuant hereto may be served personally or sent by pre-paid registered letter or recorded delivery to the addresses given herein. Such notice shall be deemed to have been duly served upon and received by the addressee, when served personally, at the time of such service or, when posted, 48 hours after the envelope or wrapper containing the same shall have been put into the post correctly addressed and pre-paid.
13.7 Governing Law
This Agreement shall be governed by the laws of United Arab Emirates.