Terms and Conditions (T&Cs)
Released: May 2016
Please read these Terms and Conditions carefully. All subscriptions for market reports (Services) provided by Acuity Commodities (Acuity) shall be governed by these Terms and Conditions, and the Client acknowledges acceptance of these Terms and Conditions.
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
(a) “Client” means the person or entity identified as the subscriber to Acuity’s market reports;
(b) “Acuity” means Acuity Commodities, a company registered in England and Wales (company number: 09921216), having its registered office at 15 Queens Road, Coventry, West Midlands, England, CV1 3DE;
(c) “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks); and
(d) “Terms and Conditions” means these terms and conditions, including any amendments to these terms and conditions from time to time.
2.1 Acuity shall provide the Services to the Client in accordance with these Terms and Conditions.
2.2 Acuity shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service provider in Acuity’s industry.
5.1 Acuity herby grants to the Client access to an individual market report for up to 25 named users in its named organization. These users must register for an individual user account through Acuity’s website. Any Client wishing to have more than 25 users or post materials on its company intranet will negotiate an additional fee privately with Acuity.
4.1 The Client shall pay the Charges to Acuity in accordance with these Terms and Conditions.
4.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated in US dollars (USD) or pound sterling (GBP), and inclusive of applicable value added taxes.
5.1 Acuity will prepare an invoice for the Charges to the Client in all cases. When a client subscribes and pays for a subscription on Acuity’s website, an invoice will be generated after the event for full documentation.
5.2 The Client must pay the Charges to Acuity within the period of 30 days following the issue of an invoice in accordance with this Clause 5.
5.3 The Client must pay the Charges by on Acuity’s website by credit card, or via bank transfer or check.
5.4 If the Client does not pay any amount properly due to Acuity under these Terms and Conditions, Acuity may:
(a) charge the Client interest on the overdue amount at the rate of 10% per annum (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) terminate the contract immediately in addition to conditions set out in this Clause 8.
6.1 Acuity warrants to the Client that:
(a) Acuity has the legal right and authority to enter into a contract under these Terms and Conditions and to perform its obligations under these Terms and Conditions;
(b) Acuity will comply with all applicable legal and regulatory requirements applying to the exercise of Acuity’s rights and the fulfilment of Acuity’s obligations under these Terms and Conditions; and
(c) Acuity has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
6.2 The Client warrants to Acuity that it has the legal right and authority to enter into a contract under these Terms and Conditions and to perform its obligations under that contract.
6.3 All of the parties’ warranties and representations in respect of the subject matter of a contract under these Terms and Conditions are expressly set out in these Terms and Conditions. Subject to Clause 7.1, no other warranties or representations will be implied into that contract and no other warranties or representations relating to the subject matter of that contract will be implied into any other contract.
7. Limitations and exclusions of liability
7.1 Nothing in a contract under these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
7.2 The limitations and exclusions of liability set out in this Clause 7 and elsewhere in a contract under these Terms and Conditions:
(a) are subject to Clause 7.1; and
(b) govern all liabilities arising under that contract or relating to the subject matter of that contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in that contract.
7.3 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
7.4 Neither party shall be liable to the other party in respect of any loss of revenue or income.
7.5 Neither party shall be liable to the other party in respect of any loss of use or production.
7.6 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
7.7 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software.
7.8 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
8.1 Either party may terminate a contract under these Terms and Conditions by giving to the other party at least 30 days’ written notice of termination. Clients will not be reimbursed on a pro-rated basis for subscriptions to market reports following a termination of contract even though Acuity will no longer allow access to market reports.
8.2 Either party may terminate a contract under these Terms and Conditions immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
8.3 Either party may terminate a contract under these Terms and Conditions immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under that contract);
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
9. Effects of termination
9.1 Upon the termination of a contract under these Terms and Conditions, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3, 5.2, 5.3, 5.4, 7, 9, 10.2 and 12.
9.2 The termination of a contract under these Terms and Conditions shall not affect the accrued rights of either party.
10. Status of Acuity
10.1 Acuity is not an employee of the Client, but an independent contractor.
10.2 The termination of a contract under these Terms and Conditions will not constitute unfair dismissal; nor will Acuity be entitled to any compensation payments, redundancy payments or similar payments upon the termination of a contract under these Terms and Conditions.
11.1 Acuity may subcontract any of its obligations under a contract under these Terms and Conditions.
11.2 Acuity shall remain responsible to the Client for the performance of any subcontracted obligations.
12.1 No breach of any provision of a contract under these Terms and Conditions shall be waived except with the express written consent of the party not in breach.
12.2 If any provision of a contract under these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of that contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
12.3 A contract under these Terms and Conditions may not be varied except by a written document signed by or on behalf of each of the parties.
12.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.
12.5 A contract under these Terms and Conditions is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to a contract under these Terms and Conditions are not subject to the consent of any third party.
12.6 A contract under these Terms and Conditions shall be governed by and construed in accordance with English law.