Multi-user network license (MUNL) - Terms and Conditions of Sale In these Conditions, the following terms shall have the following meaning:
Authorised Users: means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Documents as further set out in the Order Form.
Conditions: means these Conditions as amended by BSI from time to time and published by BSI on http://shop.bsigroup.com/Legal/Terms-and-conditions/.
Customer means the customer of BSI subscribing to the Documents in accordance with the multi-user network licence (MUNL) and whose details are set out in the Order Form.
Documents: means the standards and standards related documents made available to the Customer via their Intranet or Network including updates from time to time. For the avoidance of doubt, a Document qualifies as an update if the document number stays the same as the Document licensed and listed in the Order Form.
Effective Date: means the date of commencement of the multi-user network licence (MUNL) set out in the confirmatory email from BSI to the Customer following the processing of the Order Form.
Initial Subscription Term: means the term initially set out in the Order Form.
Intranet/Network: means a secure Customer site through which Authorised Users can obtain the licensed electronic Documents as set out in the Order Form.
Order Form: means the BSI Order Form attached to these Conditions.
Multi-user network licence (MUNL): means the agreement between BSI and the Customer to provide the Documents as comprising of the Order Form and the Conditions.
Subscription Fees: means the fees payable by the Customer to the Supplier for the MUNL, as set out in the completed Order Form.
1.1 Subject to the terms and conditions of the MUNL, BSI hereby grants to the Customer a non-exclusive, non-transferable, revocable, access and use limited right to permit the Authorised Users to use the Documents during the Initial Subscription Term as extended in accordance with these Conditions solely for the Customer's usual business operations.
1.2 The Customer acknowledges that the MUNL does not confer any ownership rights whatsoever in the Documents.
2. USER RIGHTS AND RESTRICTIONS:
2.1 The Customer acknowledges that copyright subsists in the Documents. The Documents incorporate both visible and invisible watermarks. In particular, and without limitation, the following restrictions are to be observed by the Customer:
2.1.1 Each Authorised User may only print one hard copy or download one electronic copy of any of the Documents. These copies may not be used to build up a hard copy reference collection. Such licensed copies must be destroyed on expiry and subsequent non-renewal of the MUNL. Documents may not be copied or circulated electronically, including by electronic mail, even for internal use within the licensed Customer site.
2.1.2 The Authorised User may copy a maximum of 10% of the content of any of the Documents and paste it to another document for internal use within the licensed Customer site. The copied content in the new document must contain "Copyright BSI © Date (where date is the date of copyrighted material)". Such content is licensed for use only for the duration of the MUNL. Such copied extracts of the Documents must be deleted from the new document on expiry and subsequent non-renewal of the MUNL.
2.2 Subject to Clause 2.1 above:
2.2.1 The Customer will clearly display the following statement at the point of access of the Document: “[NAME OF DOCUMENT] is reproduced on the [Name of Customer] intranet/network with the permission of BSI under licence number [state number].”
2.2.2 The Customer shall prevent any unauthorised access to, or use of, the Documents and, in the event of any such unauthorised access or use, promptly notify BSI.
2.2.3 The Authorised User must not transmit the Documents electronically or by any other means in any form to any party who is not an Authorised User.
2.2.4 BSI may impose whatever security measures it reasonably deems appropriate to ensure compliance with this MUNL, including covert and overt copy-detection and licence awareness technology and encoding of requestor/user information in printed and electronic formats. Any attempt to circumvent such access restrictions or BSI security measures will be considered a material breach of these Conditions.
2.2.5 The Customer may not copy, transfer, sell, licence, lease, give, download, decompile, reverse engineer, disseminate, publish, assign (whether directly or indirectly, by operation of law or otherwise), transmit, scan, publish on a network otherwise than specified in this Licence, or otherwise reproduce, disclose or make available to others or create derivative works from, the Documents or any portion thereof, except as specifically authorized herein. The Customer must not remove any proprietary legends or markings, including copyright notices, electronically encoded information, watermarks, or any BSI-specific markings.
2.2.6 To the best of the Customer’s knowledge and ability, all copies of the Documents whether electronic or in hardcopy form must be destroyed and deleted if the MUNL is terminated or cancelled by BSI or the Customer. At its discretion, BSI may require a certificate that such destruction has occurred to the best of the Customer’s knowledge and ability.
3. PRICING AND PAYMENT
3.1 The Customer must pay the Subscription Fees, which are non-refundable. The Fees are due and payable 30 days from the date of invoice.
3.2 The Subscription Fees are based on the number of Authorised Users identified by the Customer and listed in the Order Form. The Documents may not be extended to other users of the Customer without sign-off from BSI which may result in an increase of the Subscription Fee.
3.3 The Subscription Fees do not include, and the Customer is solely responsible for, all applicable taxes including Value Added Tax and other sales taxes, custom charges, insurance, and/or other fees associated with the delivery of the Documents, as well as all collection costs, including reasonable legal costs, incurred as a result of non-payment of fees.
3.4 BSI will provide the Customer with applicable pricing for any renewal term in writing no less than 42 days prior to the end of the Initial Subscription Term or any renewal term.
4. LIMITED WARRANTIES
4.1 Each party represents and warrants that it is fully authorized to enter into the MUNL.
4.2 Subject to clause 4.3, BSI shall provide the Documents to comply with best industry practice.
4.3 BSI provides all the Documents on an “AS IS” basis. The Documents may be compiled from materials furnished to BSI by outside sources and should be used as a reference source only. BSI does not warrant the completeness or accuracy of the Documents, that the Customer's use of the Documents, including without limitation, that the databases and/or software and Documents, will be uninterrupted or error-free, or that the results obtained will be successful or will satisfy the Customer’s requirements.
4.4 BSI makes no warranties, representations or agreements, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties of merchantability or fitness for a particular purpose.
4.5 BSI is not aware of any inherent risk of viruses in the PDF files forming the Documents at the time that they are downloaded. BSI has exercised due diligence to ensure, so far as practicable, that such files do not contain such viruses. The PDF files supplied may contain embedded typefaces. In downloading these files, the parties accept therein the responsibility of not infringing Adobe’s® licensing policy. The Customer accepts that the operation and use of these files is at the Customer’s risk and BSI does not accept and is not liable for any loss or damage which may be suffered from their operation or use. Adobe® is a trademark of Adobe Systems Incorporated.
4.6 BSI will use best efforts to supply Customers with updates of Documents within 3 (three) days of such updates being published.
5. TERM AND TERMINATION
5.1 Unless sooner terminated in accordance with this section, the MUNL shall commence on the Effective Date and continue until the expiry of the Initial Subscription Term.
5.2 Subject to clause 5.7 below and so long as the Customer is not in breach of these Conditions, the MUNL will renew for successive renewal terms equal in length to the Initial Subscription Term, but in no event less than 1 year, unless the Customer provides BSI with written notice of its intent not to renew no less than 30 days prior to the end of the Initial Subscription Term or any renewal term.
5.3 If the Customer notifies BSI of its intent not to renew in writing and such request is received by BSI less than 30 days prior to the end of the Initial Subscription Term or any renewal term but before the commencement of the new renewal term, the Customer must pay to BSI within 30 days of such termination, a cancellation fee of 25% of the renewal value of the MUNL to meet BSI’s administrative costs. Should the Customer fail to pay the cancellation fee of 25% within the 30 days period, cancellation fees as follows will apply: - after 90 days following termination by the customer: 50% of the renewal value of the MUNL; - after 180 days following termination by the customer: 75% of the renewal value of the MUNL; - after 270 days following termination by the customer: 100% of the renewal value of the MUNL.
5.4 BSI may terminate the MUNL or suspend the Service with 30 days prior written notice and opportunity to cure and without further liability, upon:
(i) the Customer’s failure to pay any amounts as provided herein;
(ii) the Customer’s breach of any provision of the MUNL or any law, rule or regulation governing the Documents;
(iii) any insolvency, bankruptcy or assignment for the benefit of creditors, appointment of trustee or receiver or similar event with respect to the Customer; or
(iv) any governmental prohibition or required alteration of the Documents.
5.5 The Customer may terminate the MUNL, with 30 days prior written notice and opportunity to cure, upon:
(i) BSI’s material breach of any provision of the MUNL or any law, rule or regulation governing the Documents;
(ii) any insolvency, bankruptcy or assignment for the benefit of creditors, appointment of trustee or receiver or similar event with respect to BSI; or
(iii) any governmental prohibition or required alteration of the Documents.
5.6 BSI may immediately terminate the MUNL without notice if:(i) it is necessary to protect BSI’s legal liability to its third party providers;
(ii) BSI has reasonable evidence of the Customer’s fraudulent or illegal use of the Documents; or
(iii) it is required by any legal or regulatory authority.
5.7 Notwithstanding any termination or suspension of the MUNL in relation to all or any of the Documents, all terms and conditions of the MUNL will continue to apply to any Documents not so terminated, and in particular but without limitation, the Customer shall not be relieved from any liability incurred prior to such termination or suspension, or for payment for any Documents not affected by any such termination or suspension.
5.8 BSI has the right, acting reasonably, not to renew the MUNL at the end of the Initial MUNL or at the end of any renewal period, by giving the Customer at least 60 days written notice of its intent not to renew. BSI will not be liable to the Customer for any damages, indemnities, compensation, or any other payment of any kind by reason of such expiration and non-renewal of the MUNL or otherwise its termination for any reason.
6. CONSEQUENCES OF TERMINATION
6.1 Upon expiration or termination of the MUNL for any reason, the Customer will:
6.1.1 Discontinue all use of the Documents;
6.1.2 Destroy any items relating to Documents (including but not limited to data, software, and documentation) and purge any Document and/or related content or extracts from all electronic media; and 6.1.3 Provide written notice to BSI certifying that the Customer has complied with this clause.
6.2 If BSI terminates the MUNL hereunder for the Customer’s breach under clauses 5.4 and 5.6 above, or if the Customer terminates the MUNL at any time after the commencement of the Initial Subscription Term or any renewal term for any reason other than BSI’s breach under clause 5.5, above, then in addition to any other remedies BSI may have hereunder, at law or in equity, the Customer must pay to BSI within 30 days of such termination, a cancellation fee equal to 75% of the Subscription Fee which the Customer acknowledges is a termination fee and not a penalty.
7. LIMITATION OF LIABILITY
7.1 Neither party shall be liable to the other in contract, tort or otherwise for any loss of profits (direct or indirect), loss of business, special, incidental or consequential damages, including without limitation lost data, and business interruption, arising out of or in connection with the use or inability to use the Documents or arising out of or in connection with the Documents, even if the damaged party has advised the other of the possibility of such damages. The Customer assumes the sole responsibility for its use of the Documents.
7.2 Save in respect of fraud, death or personal injury resulting from BSI’s negligence, in no event will BSI’s liability or that of its third party providers exceed the Subscription Fee paid by the Customer to BSI for the Documents or Service that gave rise to the claim.
7.3 Neither party shall be liable to the other for any failure to meet its obligations to the other where the failure is due to an event or events beyond the control of the party claiming relief (“force majeure”). Where a party claims force majeure it shall notify the other party as soon as it becomes aware of such event(s) and shall take all reasonable steps to mitigate such failure. The failure shall in any event be remedied as soon as reasonably practicable following the cessation of the event of force majeure. In the event of one party being affected by force majeure, the other party shall be entitled at is absolute discretion to suspend performance of its obligations but only until such time as the cessation of the force majeure event occurs. If the event(s) of force majeure continues for a period of three months the MUNL will thereupon terminate unless the parties shall agree otherwise and the provisions of Clauses 8 and 9 shall take effect.
8. INTELLECTUAL PROPERTY RIGHTS
The data contained in the Documents comprise valued proprietary and commercial information of BSI and its suppliers, and are copyrighted. The Customer acknowledges that the MUNL does not confer any ownership rights whatsoever in the Documents. The Customer acknowledges that all material, whether delivered on data tape, hard copy, electronically or otherwise, that are provided pursuant to the Documents and all rights therein are the property of and are copyrighted by BSI or some other person or entity that owns copyright in the information used. The Customer will take any and all action that may reasonably be required by BSI to protect such rights and rights in the trademarks and service marks owned by BSI or other person or entity.
Each party will fully indemnify, defend and hold the other harmless from any claim, demands, liabilities, suits or expenses of any kind arising out of either (a) its breach of the MUNL and/or (b) any kind for personal injury or property damage to the extent is arising from its negligence or wilful misconduct.
10. ASSIGNMENT OR TRANSFER
10.1 The MUNL and the benefit of the rights granted to and the obligations undertaken by the Customer under the MUNL may not be assigned, delegated or in any other manner transferred by the Customer, by operation of law or otherwise, without:
(i) the express prior written consent of BSI, which may be withheld in BSI’s sole discretion, and
(ii) any necessary recalculation of Subscription Fees.
10.2 The Customer may not grant affiliates, subsidiaries or successors-in-interest any right to use the Documents hereunder without:
(i) BSI’s express prior written consent, which may be withheld in BSI’s’ sole discretion, and
(ii) an appropriate increase in Subscription Fees.
10.3 Any attempted assignment, delegation or other transfer by the Customer otherwise than in accordance with this clause will be null and void.
10.4 BSI may transfer its rights and obligations under the MUNL to any affiliate or any successor to all or substantially all of the assets of BSI to which the MUNL relates.
11.1 The MUNL sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes any prior agreements, promises, representations, understandings and negotiations between the parties, including terms or conditions on any other purchase order issued by the Customer. Any modifications, amendments, supplements to or waivers of the MUNL must be in writing and executed by authorized representatives of both parties.
11.2 The parties are independent contractors, and nothing herein creates or implies an agency relationship or a joint venture or partnership between the parties.
11.3 The MUNL is non-exclusive. Nothing herein prevents either party from entering into similar arrangements with other entities.
11.4 Notices required to be provided by either party will be in writing and sent by post, facsimile transfer or email to the addresses on the Order Form or such other addresses notified for the purposes of this clause. A notice is deemed given when delivered.
Contact details for BSI: Customer Services, BSI, 389 Chiswick High Road, London, W4 4AL, UK
Telephone: +44 345 086 9001
Fax: +44 (0)20 8996 7001
11.5 Either party’s failure to enforce any provision or term of the MUNL shall not be construed as a future or continuing waiver of such provision or term of the MUNL.
11.6 If any provision hereunder is declared or held invalid, illegal or unenforceable, the MUNL will be revised only to the extent necessary to make such provision(s) legal and enforceable, or if impossible, the unaffected portions of the MUNL shall remain in full force and effect so long as the MUNL remains consistent with the parties’ original intent.
11.7 The terms and conditions of the MUNL will survive the expiration or other termination of the MUNL to the fullest extent necessary for their enforcement and for the realization of the benefit thereof by the party in whose favour they operate.
11.8 The MUNL has been written and executed in the English language. All questions of construction arising hereunder will be resolved by reference to the executed instrument in English whether or not counterparts thereof are written and/or executed in any other language.
11.9 The MUNL consists of the Order Form and the Conditions and any additional attachments or terms set forth in writing by the Parties. The order of precedence in the event of a conflict will be:
(i) any additional attachments or terms set forth in writing and agreed by the parties; and
(ii) the Order Form and the Conditions.
11.10 The MUNL is governed by and subject to English Law and to the non-exclusive adjudication of the English Courts.