BCInsight Terms and Conditions

You should carefully read and accept the following Terms and Conditions. If you do not agree with the Terms and Conditions, you are not authorised to use the Services.

1. Definitions

In these terms and conditions, the following words or expressions shall have the following meanings:

• “Access” or “Accessing” means accessing, using or viewing the content or otherwise obtaining information or using any service on the Site or the Associated Publications.

• “Agreement” refers to these Terms of Service as well as any subsequent modifications.

• “Associated Publications” refers to the print editions of the following magazine titles: Sulphur; Nitrogen+Syngas; Fertilizer International;

• “Authorised User” means, in respect of each BCInsight Service, each named employee of the Customer having licensed access to such BCInsight Service as agreed in writing between the Customer and BCInsight.

• “BCInsight” is a division of CRU Publishing Limited a UK incorporated Company and involves the Services of bcinsight.com and the Associated Publications.

• “BCInsight Service(s)” means the subscription Services, desktop or web-based, or print editions of the Associated Publications provided by BCInsight to the Customer under the Contract.

• “Content” shall refer to any text, image, audio or video file or data contained on the site or the associated publications.

• “Contract” means the contract between BCInsight and the Customer incorporating and governed by these Terms and Conditions;

• “Customer” means the Customer named on the Invoice or a party which otherwise uses or orders the BCInsight Services;

• “Force Majeure Event” in relation to a Party means an act, event or circumstance beyond the Party’s reasonable control that prevents the Party from performing its obligations under the Contract, including but not limited to, economic or trade sanctions, embargoes, civil disobedience, riots, explosions, rebellions, strikes or work stoppages (except those involving the Party’s employees or agents), acts of God or acts of any governmental authority or any other similar occurrence;

• “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

• “Invoice” means the invoice provided by BCInsight for payment by the Customer, for the supply by BCInsight of the BCInsight Services as set out on that invoice;

• “Login Information” shall refer to the username and password assigned to you by BCInsight;

• “Site” shall refer to bcinsight.crugroup.com

• “Third Party Data” means data supplied to BCInsight by third parties and incorporated into the BCInsight Services;

2. Subscription and Payment

2.1       In consideration of and subject to prior payment in full of the Invoice, BCInsight hereby grants to the Customer a non-exclusive, personal, non-assignable and non-transferable licence to use the BCInsight Services during the term of the Contract.

2.2       Payment of the Invoices shall be made in accordance with the payment terms and in the currency as stipulated on the Invoice.

2.3       If BCInsight has not received payment by the due date as specified on the Invoice BCInsight may, without liability to the Customer, disable Customer’s access to all or part of the BCInsight Services and BCInsight shall be under no obligation to provide any or all of the BCInsight Services while the invoice(s) concerned remain unpaid

3. Subscription Parameters

Restrictions

3.1       The Customer’s use of the BCInsight Services is restricted to the Customer and the Authorised Users on behalf of the Customer agreed in writing by BCInsight and the Customer within Specified Sites, where those Specified Sites are 100% owned by the Customer or a Subsidiary of the Customer.

3.2       If any Authorised User leaves the Customer’s employment, that Authorised User’s access to the BCInsight Services shall immediately cease and the Customer shall immediately notify BCInsight of the Authorised User’s departure. The Customer may specify a replacement Authorised User by prior written notice to BCInsight.

3.3       The Customer shall ensure that the BCInsight Services are kept secure, shall use the best available practices and systems to enforce the use restrictions of these Terms and Conditions and shall prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the BCInsight Services.

Permissions

3.4       Authorised users may access the BCInsight Services solely for the Customer’s own normal internal business purposes, for these purposes only.

3.5       The Customer shall ensure that only authorised users have access to and use of the BCInsight Services and that the Authorised Users comply at all times with these Terms and Conditions.

3.5.1    In relation to the Authorised User use of BCInsight Services delivered on-line, the Customer undertakes that:

3.5.2    the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased as set out in the Invoice;

3.5.3    each Authorised User shall keep their Login Information, including their password, for their use of the BCInsight Services secure and confidential; In the event that an Authorised User becomes aware of or reasonably suspects any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Login Information, You must immediately notify BCInsight by emailing BCInsight@crugroup.com

3.5.4    it shall maintain a written, up to date list of current Authorised Users and provide such list to BCInsight within five working days of BCInsight’s written request at any time or times.

3.6       BCInsight does not warrant that the Customer’s use of the BCInsight Services will be uninterrupted or error free and BCInsight is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the BCInsight Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. The Customer is responsible for ensuring that its system meets the computer specifications required by BCInsight and BCInsight accepts no liability for the failure in a BCInsight Services caused by the Customer’s failure to adhere to this clause 3.6

3.7       The Customer agrees that use of Third Party Data is at the Customer’s own risk. Accordingly, BCInsight will not in any way be liable to the Customer or any other entity for any inaccuracies, errors, omissions, delays, damages, claims, liabilities or losses, regardless of cause, in or arising from the use of the Third Party Data contained in the BCInsight Services.

4. Expiry of Limited Term Subscriptions

BCInsight Services are supplied on a Limited Term subscription.

4.1       The right to access or use the BCInsight Services on a computer or mobile device ends automatically at the end of the stated Limited Term. No further printed publications will be provided past the end of the limited term and, unless the subscription is renewed by Agreement with BCInsight, the Customer shall then make no further use of the BCInsight Services.

5. Intellectual Property

5.1       Except as expressly set forth herein, all Intellectual Property Rights in the BCInsight Services are and shall remain at all times the property of BCInsight.

5.2       The Customer shall promptly notify BCInsight of any unlicensed use of BCInsight’s  intellectual property rights (whether by the Customer’s employees, agents or any third party) which comes to their attention and any allegation by any person that the use of the BCInsight Services breaches the rights of any third party.

6. Confidentiality & Non-Disclosure

6.1 BCInsight’s Site and Associated Publications contain business information, information pertaining to business methods and practices, information regarding technologies and technological strategies, and other such information that is provided to you by BCInsight on a confidential basis pursuant to a requirement of non-disclosure as set forth herein.

6.1 You agree not to disclose, disseminate, distribute, reveal, or otherwise make known to any third party the Site, Associated Publications or any of its contents, either directly or indirectly. You agree to maintain the confidentiality of the Site and Associated Publications and to use the same care you would use to safeguard and prevent disclosure of your own confidential information, but in no event shall you use less than commercially reasonable care.

6.3 This Agreement does not apply to any information in the public domain or which the recipient can show was either already lawfully in the recipient’s possession prior to its disclosure by BCInsight or acquired without the involvement, either directly or indirectly, of the BCInsight.

7. Liability & Force Majeure

7.1       Neither Party shall be liable for failure to perform under this Contract when and to the extent such failure is caused by or results from a Force Majeure Event.  In the event of a Force Majeure Event, the Party adversely affected shall give prompt notice of such event to the other Party, and use commercially reasonable efforts to end the failure to perform and minimize the effects of such Force Majeure Event.

7.2 Notwithstanding any other provision of these Terms and Conditions:

7.2.1    Fertilizer International, Sulphur and/or Nitrogen+Syngas total aggregate liability in any Contract Year under these Terms and Conditions or otherwise in respect of the Fertilizer International, Sulphur and Nitrogen+Syngas Services (including, without limitation, defaults in delivery, loss or damage incurred through use thereof, and all liability for negligence) shall be limited to the total amount payable by the Customer for the Fertilizer International, Sulphur and Nitrogen+Syngas Services concerned in that Contract Year as stated on the Invoice; and

7.4.2    Neither Party shall be liable in contract, tort (including negligence), breach of statutory duty, or otherwise under any circumstances for any:

7.4.2.1 loss of profits

7.4.2.2 loss of revenue;

7.4.2.3 indirect, special or consequential loss or damage of any kind howsoever arising;

7.4.2.4 loss of business opportunities; or

7.4.2.5 loss of or damage to goodwill;

suffered or incurred by the other Party under or in connection with the CRU Services or these Terms and Conditions, provided that this clause 7.4.2 shall not apply to the Customer’s liability for breach of CRU’s Intellectual Property Rights.

8. Termination

8.1       BCInsight may terminate the Contract or the Access granted herein:

8.1.1    if the Customer commits any material breach of these Terms and Conditions and fails to remedy it within fourteen (14) days after receiving notice of the breach;

8.1.2    if the Customer is subject to an Insolvency Event;

8.1.3    if the Customer is subject to any Sanctions Law or appears on any Sanctions Lists;

8.1.4    with respect to any Authorised User if such Authorised User is subject to any Sanctions Law or appears on any Sanctions Lists;

8.1.5    if a Force Majeure Event continues for three months after written notice thereof has been provided to or received from the Customer; or

8.1.6    upon giving the Customer three months’ notice in writing.

8.2 Cancellation and Refunds

8.2.1 Where a minimum term of 12 months is advertised cancellations are not permitted until the end of this initial period and we will not issue you a refund.

9. Law/Jurisdiction

9.1       The Contract and any dispute arising under or in connection with it shall be construed in accordance with the laws of England and Wales and save as provided for in clause 8.2 the Parties hereby irrevocably submit to the exclusive (non-exclusive in relation to any of the enforcement of judgments, the protection of confidential information and the protection of Intellectual Property Rights) jurisdiction of the courts of England and Wales.

9.2       Where the Customer is solely based in the United States of America, the Contract and any dispute arising under or in connection with it shall be construed in accordance with the laws of the State of New York and the Parties submit to the jurisdiction of the state courts located in New York County, New York and the federal courts located in the Southern District of New York.

10. General

10.1     The Customer represents that neither it nor any of its Authorised Users is subject to any Sanctions Law in the Relevant Countries or on any Sanctions Lists and undertakes to immediately notify BCInsight in the event of any change in its status or the status of any of its Authorised Users. 

10.2     If any provision(s) of these Terms and Conditions shall be held to be invalid, illegal, unenforceable or in conflict with the Law of any jurisdiction, such provision(s) shall be enforced, if possible, to the maximum extent permitted by Law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.3     Any notice shall be deemed to have been received if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 9.5.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

10.4     These Terms and Conditions may not be assigned or transferred by the Customer, directly or indirectly (whether by a sale of assets or equity, merger, reorganisation or otherwise), without the prior written consent of BCInsight, and any purported assignment without such approval shall be null and void.

10.5     These Terms and Conditions, together with the Invoice, constitutes the entire Agreement between the Parties and supersedes all prior Agreements and understandings relating to the subject matter hereof. The Parties confirm that they are not relying on any representation term or understanding which is not expressly set out or referred to in this Contract.

10.6     These Terms and Conditions may be amended or supplemented only by an Agreement in writing signed by both the Parties.

10.7     The Contract (Rights of Third Parties) Act 1999 shall not apply to these Terms and Conditions and no person other than one of the Parties to these Terms and Conditions shall have any right to enforce any term or condition hereof.

10.8     These Terms and Conditions will be binding upon the Parties hereto and their successors and permitted assigns.

10.9     No failure by either of the Parties to give notice of or seek a remedy for any violation of these Terms and Conditions or to insist on strict performance hereunder shall reduce, impair or affect its right to later seek such remedy or insist on such performance with respect to the same or any other violation or failure, regardless of its knowledge or lack of knowledge thereof. The Invoice shall be deemed to be a part of the Contract represented by these Terms and Conditions.

11. Subscription and Delivery of Printed Publications

Subscription term for printed publications

11.1 Subscriptions for printed publications will commence with the next print edition of the associated publication and will be valid for 6 editions unless otherwise stated in the booking form.

11.2 BCInsight is not responsible for any advertisements placed in the Associated Publications. Responsibility for the content of any advertisements lies with the advertiser.

Delivery of printed publications

11.3 BCInsight will deliver the print edition of the Associated Publication to the address provided by the Customer on the booking form. The Customer agrees that BCInsight will not be responsible for failure to deliver the printed publications if the address supplied is incorrect. BCInsight reserve the right to dispose of incorrectly addressed envelopes and their contents without an obligation to refund the Customer if the printed publications are returned to BCInsight if incorrect address details are supplied.

Delay in delivery and non-delivery

11.4 BCInsight will not be liable to the Customer for any delay in delivery or non-delivery of printed publications in the following circumstances:

11.4.1 If BCInsight has not received payment by the due date as specified on the Invoice

11.4.2 or failure is due to circumstances beyond our control or the control of BCInsight sub–contractors and agents, including but not restricted to war, electricity power failure, utilities failure, failure of telecommunications links, failure of transport infrastructure, fire, flood, government act, act of God, legislative constraints, strikes, labour disputes or malicious damage involving employees.

12. Changes to the Terms of Service Agreement

BCInsight reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time, including without limitation access policies, the availability of any content or service, hours of availability, software or equipment needed to access any content or service, effective with or without prior notice; provided, however, that material changes (as determined in BCInsight’s sole and absolute discretion) will be disclosed as follows: BCInsight will provide you with notification of such changes through notifications on the Site, by email, postal mail, or other means reasonably calculated to ensure notice to you.