License Agreement "Intelligence"
this Agreement, references to "we" or
"our" are to mi2g and references to "you"
or "your" are to yourself and the company you represent
terms used in this Agreement mean the following:
- this document and any Order Form.
- the Service Fees together with any Charges specified
in the Order Form.
- the Information (whether provided in written or electronic
format and in whatever format including images, still and moving,
and sound recordings) contained in the Services.
Provider - any third party whose Information is
contained in the Services.
Extracts - a discrete piece of data, which is quantitatively
and qualitatively substantially less than an entire item of
Form - our standard order and subscription form listing
the Services ordered by you, which we have accepted.
Users - individuals authorised by you to access one or more
of the Services (a) at the Site whether
directly or through redistribution permitted under this Agreement
and (b) at a Recipient Locationthrough redistribution
as permitted under this Agreement. In each case
such individuals must be your employees or those of your Subsidiaries
or permitted by you to join your organisation (which we have
approved) and bound by the rules of membership of your organisation.
Location- any of your offices, other than the Site,
or any of the offices of your Subsidiaries, in each case
located in the same country as the Site at which the
Services may be accessed under this Agreement.
- mi2g Limited and its Subsidiaries.
- our mi2g range of products among which: SIPS
Intelligence Briefings, bespoke intelligence, news alerts, keynote
speeches, intelligence briefings, are covered by this Agreement
and which we supply under this Agreement as specified
in any Order Form.
Fees- the fees we charge for the supply of the Services
as specified in an Order Form.
- your location(s) to which we directly supply the Services
as specified in any Order Form.
- any Software or any part of it, output and related
documentation, which may be provided as part of the Services.
Software includes any upgrades and enhancements.
- a company in which another company owns directly or indirectly
more than 50% of the issued share capital and over which it
exercises effective control.
SCOPE OF THE Agreement
will supply the Services to you at the Site
and you will pay the Charges and use the Services
in accordance with the terms and conditions in this Agreement.
Services - GENERAL
We retain control over the form and content of the Services.
2.2 We will not supply, and you will not use, the Services
in breach of any applicable laws, regulations and market conventions.
2.3 mi2g owns all intellectual property or similar rights
in the Services and Information or has obtained
from third parties the right to supply them to you. You may not
acquire such rights through this Agreement.
2.4 You will not remove, conceal or alter any copyright or other
proprietary notice incorporated in the Services.
2.5 You acknowledge that Information Providers may have rights
in Information, which they supply. You agree to comply with
any restrictions or conditions imposed on access to and the use,
storage or redistribution of, Information by the relevant
2.6 You will ensure that each Permitted User is aware of and complies
with the terms of this Agreement.
2.7 Except as specified in Clause 4, you may not duplicate, sell,
license, distribute, publish or otherwise use or permit the use
of all or any portion of the Information.
USE OF THE Services
Permitted Users of the Services may: (a) review
and retain the Information for their corporate or organisational
use but not for their personal use; (b) use Limited Extracts
of the Information on an ad hoc basis either by inclusion
in reports provided to your customers, or in response to their specific
enquiries, provided that such extracts are attributed to mi2g
and (c) distribute individual items of Information only on
an ad hoc basis to other Permitted Users of the relevant
Service for their corporate or organisational use. You acknowledge
that any broader or more regular distribution of Information
from the Services may only be undertaken in accordance
with Clause 4.2 below.
3.2 Permitted Users may regularly distribute items of Information
to other Permitted Users of the relevant Service for the
purposes specified in Clause 4.1 under the condition that:
a) prior to the commencement of the Services, you
will provide us with the number of Permitted Users who will
be the recipients of the relevant Services either
(i) at the Site directly from the Service or (ii) at the
Site or at a Recipient Locationthrough redistribution
as permitted under this Agreement;
b) prior to the 3 months renewal period for which the Services
are to be continued, provision of the number of Permitted Users
is due again.
c) you maintain effective internal control systems and procedures
to establish and verify the Information pertaining to the
amount of Permitted Users;
d) in the event we learn that there is more than a 5% discrepancy
in the amount of Permitted Users as reported, we may terminate
3.3 You will ensure that Permitted Users do not redistribute
any item of Information that carries a notice indicating
that redistribution of that item of Information is not permitted.
You are not permitted to redistribute items of Information
unless otherwise indicated in a written notice.
Unless indicated otherwise in written or other notices, you may
store Information obtained from any of the Services
at the Site or at a Recipient Locationuntil the earlier
of (i) 90 days from the date of receipt of such Information
and (ii) cancellation or termination of that Service or this Agreement.
4.2 Upon cancellation or termination of the relevant Service or
of this Agreement, at our request you will provide written
certification that the Information has been deleted.
You will not:
a) sub-licence, assign, copy (except one copy for back-up purposes),
modify, merge, distribute, transfer, decompile or reverse engineer
the Software and Information except as allowed by
us in writing or to the extent any of the above restrictions are
not permitted under applicable law;
b) let the Software and Information become subject
to any third party claims.
5.2 On termination of all or part of this Agreement, you
will either return the Software and Information (and
any copies) to us or deal with them as we may request in written
5.3 Certain Information may be subject to European Union
and/or United States and other export regulations. You warrant that
you are not subject to any restriction on delivery of Information
and agree to comply with such regulations.
5.4 We both agree that:
a) Any third party Software and Information are proprietary
to their owner and that we are sub-licensing them to you;
b) The provisions in this Clause are also for the of the owners
of third party Software and Information;
c) You will observe any special conditions for use of third party
Software and Information brought to your attention
FEES AND Charges
Subject to Clause 6.3, you agree to pay the Charges quarterly
in advance within 30 days from receipt of the corresponding invoice
6.2 In addition to the Service Fee, you shall pay:
a) any ancillary Charges specified on any Order Form;
b) Charges billed by telecommunication suppliers and/or any
other third parties with respect to your receiving the Services;
c) all applicable taxes and duties (including withholding tax but
excluding income taxes imposed on mi2g) payable in respect
of the Services so that after payment the amount received
by us is not less than the Service Fees.
6.3 We will endeavour to provide notice of any change to ancillary
Charges, but you agree that they may change without notice
if any third party imposes a change on us.
6.4 We may adjust or change the basis of calculation of the Service
Feesfor each Service on not less than 3 months' prior written
TERM AND TERMINATION
The term of the Agreement shall be 12 months commencing from
the date it is accepted by you and, thereafter, any Service supplied
hereunder may be cancelled by either party on 90 days prior written
7.2 Either party may terminate the Agreement whole or in
part by written notice if the other is in breach of any of its material
obligations under the Agreement and fails to remedy such
breach (if capable of remedy) within 30 days of written request.
7.3 If you materially breach the Agreement, we may immediately
suspend the Services in whole or in part without penalty
until the breach is remedied.
7.4 Either party may terminate the Agreement immediately
on written notice if:
a) the other enters into a composition with its creditors;
b) an order is made for the winding up of the other;
c) an effective resolution is passed for the winding up of either
you or us (other than for the purposes of amalgamation or reconstruction
on terms approved by the first party, such approval will not to
be unreasonably withheld); or
d) the other has a receiver, manager, administrative receiver or
administrator appointed in respect of it.
7.5 We may terminate a Service or a part of a Service, as the case
may be, immediately on written notice if the provision of all or
part of that Service:
a) depends on an Agreement between an mi2g member
and a third party, and that Agreement is modified or terminated
for any reason or breached by the third party and as a result we
are unable to continue to provide all or part of that Service upon
terms which we accept; or
b) becomes illegal or contrary to any rule, regulation, guideline
or request of any exchange or regulatory authority.
7.6 We may, on prior written notice, cease providing a Service if
we withdraw it from the country where the Site is located.
7.7 If we terminate any Service on the basis of Clause 7.5 or 7.6,
our only obligation to you will be to refund the part of the Service
Fees(if any) paid in advance for the cancelled part of the Service.
7.8 If you:
a) terminate the Agreement for any reason other than those
set out in Clauses 7.2 or 7.4; or
b) are in breach of any payment obligation under the Agreement,
we will be entitled to recover from you an amount equal to 75% of
the relevant Service Feeswhich would have been payable until
the end of the then current term.
7.9 The following will continue to apply after termination of this
a) all disclaimers, indemnities and restrictions relating to the
b) the confidentiality undertaking in Clause 10.
LIABILITY AND INDEMNIFICATION
Although we make efforts to ensure the accuracy and reliability
of the Services, neither mi2g, nor any Information
Provider, nor any other third party supplier will be held liable
for any loss or damage in connection with the provision of or failure
to provide the Services except as set out in this
Clause. mi2g will accept liability only for:
a) death or personal injury caused by our negligence;
b) physical loss or damage to the Site or a Recipient
Locationcaused by our negligence; and
c) any other direct loss or damage caused by our gross negligence
or wilful misconduct.
8.2 Except as expressly stated in this Agreement, all express
or implied conditions, warranties or undertakings, whether oral
or in writing, in law or in fact, including warranties as to satisfactory
quality and fitness for a particular purpose, are excluded.
8.3 Neither mi2g, nor any Information Provider, nor
any other third party supplier will be liable to you or to any third
party for any indirect, special or consequential loss or damage
arising out of this Agreement or the Services.
8.4 To the extent permitted by law and except for Clause 8.1(a),
under no circumstances will our liability under the Agreement
exceed the past 12 months Service Fees, regardless of the
cause or form of action.
8.5 We will not be responsible for any reduced performance of the
Services or loss (including loss of data) or damage,
which is due to any system, Software, data or equipment not
provided by us.
8.6 We indemnify you against any loss or damage you may suffer arising
out of any claim by any third party that the use and/or possession
by you of mi2g-owned Materials (and Materials proprietary
to a third party owner, to the extent that the third party owner
has agreed to indemnify us) infringes a patent, copyright, trademark,
trade secret or other intellectual property right of that third
party, provided that:
a) we or, if applicable, any third party Materials owner is given
immediate and complete control over any such claim and you co- operate
with us or such third party owner at either our or such third party
owner's expense in the conduct of such claim; and
b) you do not prejudice in any manner our, or such third party owner's,
conduct of such claim; and
c) the claim is not based upon the use of the Materials either in
a manner for which they were not designed or authorised, or not
in accordance with our instructions.
We shall make efforts to maintain the Services in
good operating condition, provided that we will have no obligation
for maintenance that is required because of:
a) accident, negligence or misuse not attributable to us;
b) failure of an operating environment or causes arising from anything
other than a permitted use of the Services.
c) attempts made to maintain, relocate or modify the Services
by persons other than our personnel or our nominees;
d) use of non-current versions of the Services where
current versions have been available to you; or
e) the operation of Software or hardware not supplied by
Each party acknowledges that Information of a confidential
nature relating to the business of the other may be disclosed to
other parties. Each party will hold such Information in confidence
and not, without the consent of the other, disclose it to any third
party nor to use it for any purpose other than in the performance
of the Agreement.
10.2 No public communication (other than to the extent required
by law or regulation) concerning the Agreement will be made
by either party without the prior written consent of the other.
10.3 This obligation of confidentiality will not apply to Information
that is generally available to the public through no act or omission
of the receiving party, or becomes known to the receiving party
through a third party with no obligation of confidentiality, or
is required to be disclosed by law, court order or request by any
government or regulatory authority.
All notices shall be sent by registered mail or confirmed facsimile
to the addresses specified in any Order Form or to such other
address as may be provided in accordance with this Clause 11.1.
Notice is effective 3 business days after being sent, or upon confirmed
date of receipt, if earlier.
11.2 If any part of the Agreement that is not fundamental
is found to be illegal or unenforceable, this will not affect the
validity and enforceability of the remainder of this Agreement.
11.3 If either party delays or fails to exercise any right or remedy
under this Agreement, that party will not have waived that
right or remedy.
11.4 Neither party will be held liable for any loss or failure to
perform an obligation due to circumstances beyond its reasonable
control. Should such circumstances continue for more than 3 months,
either party may cancel any affected Service immediately on written
11.5 This Agreement contains our and your entire understanding
regarding the Services. In entering into this Agreement,
you have not relied on any warranty or representation (except in
the case of fraud) made by us other than those mentioned in this
11.6 This Agreement may only be varied by an amendment signed
by both parties.
11.7 Neither party may assign any right or obligation of the Agreement
or any part of it without the prior written consent of the other.
This consent may not be unreasonably withheld.
11.8 The Agreement is governed by the laws of England. Both
parties submit to the non-exclusive jurisdiction of the English
acknowledge that you have read this Agreement and any Order
Form attached and agree to its contents.
and conditions & Privacy