TERMS AND CONDITIONS
1.1 Terms apply to Products and Services provided by Oleochem Analytics SL (“OA”) as ordered by a Customer via electronic payment system on the www.oleochemanalytics.com website or via a signed purchase order or duly authorized email confirmation, or invoice originating from OA (an “Order”).
1.2 Each Order specifies the specific report, membership periodicity, and cost of said report and accompanying website subscription (collectively referred to as a “Subscription”). Subscription to a report entitles the Customer to access OA’s current and archived reports, data, and analytics content (“Licensed Material” or “Licensed Content”) earmarked for the specific Report(s) the Customer has ordered.
1.3 The license hereby granted to a Customer by virtue of their paid Subscription only extends to the Customer’s Company and designated affiliates in the same Company (collectively, “Licensed Users”) as requested by the Customer in writing.
- LICENCE TERMS AND USE RESTRICTIONS
2.1 Subject to Customer fulfilling its obligations under these Terms and current payment of membership fees, OA grants Customer a non-exclusive, limited term, revocable license for the Customer and its Licensed Users.
2.2 Subject to the clause above, Licensed Users:
(a) May access, download, print, and share links to, membership-restricted content provided at the www.oleochemanalytics.com website or other partner websites;
(b) May access, download, print, and share links to, archived copies of the Report(s) the Licensed Users have subscribed to.
(c) Licensed Users will receive an Email of bi-weekly report to as many recipients within the Customer’s company as they designate.
(d) Licensed users will receive price bulletins covering price updates in between the bi-weekly reports when applicable.
(e) The subscription is global, and Licensed Users can designate multiple recipients across its organization in any country
(f) Licensed users may access historical pricing, trade analytics, and tropical oils & greases analytics at our website. There is no extra charge for historical pricing, trade data or feedstock analytics.
2.3 The Customer may not:
(a) Resell or sublicense, distribute, make available, rent, or lease any Licensed Material
(b) Edit or modify OA licensed content without OA’s express written permission
(c) Use Licensed Material for any unlawful purpose
(d) remove copyright notices from Licensed Material
(e) Cite OA’s proprietary, non-publicly available Licensed Material, without attribution to OA
2.4 OA accepts no liability or responsibility to any third party who benefits from, uses or relies on any materials published by OA either in PDF form or as content displayed on www.oleochemanalytics.com.
2.5 Customer agrees that the Intellectual Property Rights (“IPR”) of OA Licensed Materials remain the sole property of OA. No IPR are granted or conveyed by OA to the Customer other than the limited license detailed in these Terms.
2.6 Notwithstanding anything to the contrary in these Terms, Customer and its Licensed Users may utilize and incorporate limited excerpts of any information, data or other content from the Licensed Content or the Licensed Material, without need for OA’s approval, into research reports, client notes, trader commentary, client pitches and presentations or other oral or written communications with Customer’s employees and corporate, governmental, institutional and individual clients in the ordinary course of Customer’s business.
3.1 Customer shall pay all applicable annual or monthly subscription fees and agrees that its access to and use of Licensed Materials is contingent on Customer paying all applicable fees in a timely manner.
3.2 Payment obligations are non-cancellable, and fees paid are non-refundable except as otherwise expressly foreseen in these Terms.
3.3 Invoiced charges are due net thirty (days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to OA.
3.4 OA’s quoted membership fees do not include any taxes, except as expressly set out in an invoice. Customer is responsible for paying all Taxes associated with Customer’s purchases and use hereunder. If OA has a legal obligation to pay or collect Taxes, OA will invoice Customer, and Customer will pay that amount unless Customer provide OA with a valid tax exemption certificate. OA is solely responsible for taxes assessable against OA based on its income, property, and employees.
- ACCESS, cONTENT AVAILABILITY, AND CHANGES TO lICENSED mATERIALS
4.1 Each Licensed User is given a unique username and password for the sole use of accessing OA’s Licensed content. For security purposes, OA may update usernames and/or passwords in compliance with its internal security policies.
4.2 Licensed Users shall notify OA if they become aware or suspects that their login information has been compromised.
4.3 OA may update, enhance, withdraw, or otherwise change the Licensed Materials from time to time, at any time without notice.
4.4 Where such change will lead to a material decrease in Customer access or functionality, OA shall provide thirty (30) calendar days’ notice.
4.5 During a period of thirty (30) calendar days starting on the day that OA provided the notice, Customer may terminate the license relating to the affected OA Licensed Content, by giving notice, and may request a refund of unused portions of time of the remaining term for the affected OA L. If Customer does not exercise this right to terminate within thirty (30) calendar days from OA’s notice, Customer has accepted the changed product, and may no longer exercise this termination right.
4.6 If OA discontinues access to the Customer’s Licensed Content, OA may choose to offer Customer a refund of the unused portion of any prepaid fees for the applicable Contract Year or may make available an alternative product.
4.7 OA shall use reasonable care to ensure that OA’s Products and Services are available to Customers and Licensed Users excluding downtime for regular or emergency maintenance, which shall be kept to a minimum.
4.8 Time is not of the essence in respect to the delivery of OA Licensed Content. OA’s sole obligation and Customer’s sole and exclusive remedy is to request that OA effect delivery or reinstate service as soon as is practically possible.
4.9 OA may at times alter these Terms and provide notice to Customer. During a period of thirty (30) calendar days starting on the day that OA provided the notice, Customer may terminate the license relating to the affected PA Licensed Content, by giving notice. If the Customer does not exercise this right to terminate within thirty (30) calendar days from OA’s notice, Customer has accepted the changed terms, and may no longer exercise this termination right.
5.1 OA will indemnify, defend, and hold the Customer harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable legal costs) payable to a third party resulting from any claim that the Licensed Material as provided by OA to Customer infringes any copyright or trademark of such third party (a “Claim”).
5.2 This indemnity shall only apply where the Licensed Material subject to the Claim were infringing as provided without proper attribution by OA, and such Licensed Materials have not been modified, amended, adjusted, altered, combined or co-mingled with or used in combination with any materials or data not furnished by OA.
5.3 This indemnity is further subject to (i) Customer giving OA prompt, written notice of any such claim; (ii) OA having the sole right to control and direct the investigation, the defense and settlement of each such Claim; and (iii) Customer reasonably cooperating with OA, at OA’s expense, in connection with the foregoing, and making no admission or offer of settlement without the prior written authority of OA.
5.4 The Customer shall indemnify OA against any liabilities, losses, damages, costs, or expenses incurred by OA directly or indirectly as a result of any claim or course of action made or instituted against OA by any third party arising from the unauthorized use of the OA Licensed Material by the Customer or its Licensed Users.
- WARRANTIES; LIMITATIONS ON LIABILITY
6.1 The Licensed Materials are provided by OA on an ‘as is’ and ‘as available’ basis. OA excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose, merchantability, accuracy, timeliness, and completeness. OA is not responsible for errors and omissions in the Licensed Materials of any kind, regardless of the cause, or for results obtained from using OA Licensed Material.
6.2 Nothing in these Terms or any Order Form shall exclude or limit either party’s liability: (i) for death or personal injury caused by its (or its agent’s or sub-contractor’s) negligence; (ii) for fraud or fraudulent misrepresentation; (iii) for losses arising from breach of the provisions of the confidentiality obligations in these Terms; and (iv) matters that cannot, as a matter of law, be limited or excluded.
6.3 OA will not be liable for breach of any term of these Terms arising from or in relation to: (i) the use of any Licensed Material in breach of these Terms; (ii) any alterations to any OA Licensed Content made by anyone other than OA or someone expressly authorized by OA to make that alteration; (iii) any delay or failure in the provision of any Licensed Material to Customer caused by anyone other than OA; or (iv) any breach of these Terms by Customer or any other wrongful or negligent act or omission by Customer, any Customer Affiliate, or any Customer Representative.
6.4 The OA Licensed Materials may contain links to external sites. OA is not responsible for and has no control over the content of such sites and, to the extent permissible by law, disclaims all responsibility and liability in relation to information available on such sites.
- TERM; SUSPENSION AND TERMINATION
7.1 The term of an order will commence once the Order is received by OA.
7.2 Except to the extent stated otherwise in an Order Form, Monthly memberships shall renew automatically for further periods of one Month, unless either party provides the other party with no fewer than thirty (30) calendar days’ notice in advance of the expiry to cancel the renewal.
7.3 The fees due for each renewal term shall be assessed at the then current prices for the OA Licensed Content ordered.
7.4 OA may suspend or terminate Customer’s access to any Licensed Material immediately and without compensation if: (i) the Customer is in breach of these Terms; (ii) the Customer fails to make any payment to OA within thirty (30) calendar days of the due date and fails to remedy such breach within thirty (30) calendar days after written notice from OA specifying the breach and requiring it to be remedied; (iii) the Customer at any time becomes insolvent or bankrupt (or the equivalent in any jurisdiction) or enters into any arrangements with or for the benefit of its creditors or be wound up compulsorily or voluntarily (otherwise than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver appointed of all or any part of its undertaking or assets ceases or threatens to cease to carry on business; (iv) Customer or any entity controlling Customer acquires, is acquired by and/or merges with another legal entity; or (v) Customer or any Licensed Users are sanctioned by any trade sanction regimes including but not limited to any of the United Kingdom, the European Union, the United Nations or the United States of America.
- DATA PROTECTION
8.1 The terms “controller”, “data subject”, “personal data”, “personal data breach”, “processing”, and “processor” will have the meanings ascribed to them in the Data Protection Laws, and where the relevant Data Protection Laws use the term ‘data controller’ or ‘data processor’, they shall be read as controller and processor, respectively. “Data Protection Laws” means all data protection laws and regulations, including those of the United Kingdom (“UK”), Switzerland, European Economic Area (“EEA”) and the European Union (“Union”), applicable to the processing of personal data under these Terms, including the Regulation 2016/679 of the European Parliament and of the Council of 27 May 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”) from May 25, 2018.
8.2 Customer recognizes that, in the process of accessing and using the OA Licensed Materials, it and the Licensed Users will supply personal data. Customer represents and warrants that it and the Licensed Users have complied with all applicable obligations under the Data Protection Laws in supplying personal data to OA, including providing any required notices and obtaining any required consents and authorizations for OA’s processing such personal data and that it is responsible for its decisions and actions concerning the use and other processing of the personal data.
8.3 To the extent that OA act as a processor of personal data on Customer’s behalf, OA will process such personal data in accordance with the Data Protection Laws and, as of May 25, 2018, the GDPR Data Processing Addendum (“DPA”).
8.4 Customer agrees that while OA Licensed Content provides analysis and insight, Customer alone will be responsible for any decisions it may take using insights from OA Licensed Materials as one of several factors, and that therefore Customer will be responsible for compliance with any requirements under Articles 21 or 22 GDPR in so far as they might arise as well as for responding to any requests from any data subject (subject to Clause 4 of the DPA).
9.1 Each party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) shall: (i) use the Disclosing Party’s Confidential Information solely for the purposes of fulfilling its obligations under these Terms (ii) keep the Disclosing Party’s Confidential Information secure and take no lesser security measures and degree of care to protect the Disclosing Party’s Confidential Information than the Receiving Party applies to its own confidential or proprietary information (but not less than reasonable care); and (iii) not disclose the Disclosing Party’s Confidential Information to any third party except with the prior written consent of the Disclosing Party or in accordance with this Clause.
9.2 The obligations of confidentiality shall not apply where the Receiving Party can demonstrate that the Confidential Information: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) is or was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is or was received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
9.3 Upon the expiry or termination of these Terms, each party will promptly return or destroy the relevant Confidential Information of the other and any copies, extracts, and derivatives thereof, except as otherwise set out in these Terms.
9.4 The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
9.5 Each party acknowledges that its breach of this Clause may cause irreparable injury to the other party for which monetary damages may not be an adequate remedy. Accordingly, a party will be entitled to seek any legal or equitable remedies in the event of such a breach by the other. The operation of this Clause shall survive the termination or expiration of these Terms.
10.1 To Customer. OA may provide any notice to Customer under these Terms by: (i) posting a notice OA’s website; or (ii) sending a message to the email address then associated with Customer’s account. Notices OA provides by posting on its website will be effective upon posting and notices by email will be effective when OA sends the email. It is Customer’s responsibility to keep Customer’s email address current. Customer will be deemed to have received any email sent to the email address then associated with Customer’s account when the email is sent, whether Customer actually receives the email or not.
10.2 To OA. To give OA notice under these Terms, Customer must contact OA as follows: by overnight courier or registered or certified mail to Oleochem Analytics SL, Trajano 1, 3B, Granada, Spain 18002 and at firstname.lastname@example.org
10.3 OA may update the address for notices by posting a notice on OA’s website. Notices provided by overnight courier will be effective one (1) business day after they are sent. Notices provided registered or certified mail will be effective three (3) business days after they are sent. Notice by email will be effective one (1) business day provided confirmation is sent by post or on receipt of a read receipt email from the above-mentioned email address.
- GOVERNING LAW AND JURISDICTION
11.1 These Terms and any dispute or non-contractual obligation arising out of or in connection with them shall be governed by and construed in accordance with the laws of Granada, Spain.
11.2 Each party hereby submits to the exclusive jurisdiction of the courts of Granada, Spain over any dispute arising out of or in connection with these Terms.
- ENTIRE AGREEMENT
12.1 These Terms, including all schedules hereto and together with the Order Form, constitutes the entire agreement and understanding between the parties and supersedes any prior and contemporaneous agreements, proposals, or representations, written or oral, between them concerning the subject matter of these Terms and the Order Forms.
12.2 Each party acknowledges that, in agreeing to these Terms, it does not rely on any statement, representation, assurance or warranty of any person (whether a party to these Terms or not) other than as expressly set out in these Terms or any Order Form. Nothing in these Terms shall restrict or exclude any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.
12.3 Neither these Terms, nor any order or associated Order Form shall be modified by any purchase order submitted by Customer, even if such purchase order is accepted by OA.
- Other clauses
13.1 Customer may not assign, or otherwise transfer any of its rights or obligations hereunder, whether by operation of law or otherwise, without OA’s prior written consent. OA may assign or otherwise transfer any or all of its rights and/or obligations under these Terms at any time, provided that the assignee/transferee assumes the performance obligations set forth hereunder. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
13.2 The parties are independent contractors. Nothing in these Terms shall be construed as constituting a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
13.3 Save as expressly set out in these Terms, a person who is not a party to these Terms has no rights to enforce any of its terms or otherwise.
13.4 If any provision (or part provision) of these Terms is or becomes illegal, invalid, or unenforceable in any respect: (i) it shall not affect or impair the legality, validity or enforceability of the remaining provisions of these Terms; and (ii) that provision (or part provision) shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and enforceable effect.