FlightGlobal Terms and Conditions (updated July 2014)
1.1. These terms and conditions (‘Conditions’) apply to the use by an individual, institutional or corporate subscriber (‘Subscriber’) of the data, software tools, information and editorial content (‘Licensed Materials’) from time to time contained in the FlightGlobal products and services (‘FlightGlobal Services’) specified in an order form agreed by FlightGlobal and the Subscriber (‘Order Form’) and to any consultancy or similar services with specified deliverables provided by FlightGlobal in connection with such FlightGlobal Services and specified on an Order Form (‘Consultancy Services’).
1.2 These Conditions will be interpreted in accordance with the laws of England and Wales.
1.3. Delivery of Licensed Materials will be by the delivery methods and/or media set out in the Order Form.
1.4 Provision of FlightGlobal Services is conditional on payment by the Subscriber of all amounts set out in the Order Form.
1.5 FlightGlobal is a trading name of Reed Business Information Limited.
2. License Terms and Use Restrictions
2.1 Subscribers will be given access to FlightGlobal Services on a Per User License, a Site or Multisite License, an Enterprise License, a Hosted Services License , a Redistribution License or a Function License (each a ‘License’) as stated on the Order Form and more specifically described in these Conditions. All Licenses are personal to the Subscriber named on the Order Form and may not be assigned or transferred.
2.2 Licenses expressed in these Conditions to be restricted to use in the course of the Subscriber’s normal business permit Subscribers and Authorised Users to pass Licensed Material to customers and prospects as part of a presentation or similar on an ad- hoc basis but exclude (i) any systematic redistribution to Unauthorised persons; and (ii) re-sale of the FlightGlobal Service, any part of the Licensed Materials or any Derived Data to others.
2.3 Except where specifically provided otherwise, sections 2.2, 3, 4, 5, 6, 7 and 8 of these Conditions apply to all Licenses.
Per User License; this license permits a single individual to access the FlightGlobal Services and to use the Licensed Materials in the course of the Subscriber’s normal business. The Subscriber; (i) shall obtain the prior written consent of FlightGlobal to any additional individual(s) being granted access to the FlightGlobal Services; and (ii) shall promptly notify FlightGlobal of any other changes to the individuals identified by the Order Form.
Site or Multisite License; this license permits all the Subscriber’s employees and/or other workers normally located at the physical site(s) specified on the Order Form to access the FlightGlobal Services and to use the Licensed Materials in the course of the Subscriber’s normal business.
Enterprise License; this license permits all the employees and/or other workers of the Subscriber Group to access the FlightGlobal Services and to use the Licensed Materials in the course of the Subscriber Group’s normal business. The addition of Affiliates to the Subscriber Group is subject to the prior written consent of FlightGlobal. References in these terms and conditions to Subscriber includes the Subscriber Group provided that the Subscriber will be liable for acts and omissions of Affiliates as though such acts and/or omissions were the Subscriber’s own.
Function License; this license permits all the Subscriber’s employees and/or other workers engaged in the Subscriber’s business functions specified on the Order Form to access the FlightGlobal Services and to use the Licensed Materials in the course of providing that function to the Subscriber or the Subscriber’s Group as specified on the Order Form.
Hosted Services License; this license permits the Subscriber to make available Licensed Materials hosted by or on behalf of FlightGlobal to Subscriber’s customers as specified on the Order Form.
Redistribution License; this license permits the Subscriber to use the Licensed Material as part of Derived Material for redistribution or resale to third parties as specified on the Order Form provided that the Subscriber does not use or authorise the use of Derived Data in products or services that are competitive with the FlightGlobal Services.
3. Defined Terms
In these Conditions;
“Affiliate” in respect of a corporate entity means any other corporate entity which directly or indirectly, controls, is controlled by or is under common control with such entity and the term “control” (including the terms “controlled by” and “under common control with”) in relation to an entity means the ownership of 51%or more of the voting securities in that entity;
“Authorised User(s)” means; (i) Per User Licence - the named individual(s) identified in the Order Form; (ii) Site License - all the Subscriber’s employees and/or other workers normally located at the physical site(s) specified on the Order Form; (iii) Enterprise Licence - all employees and other workers in the Subscriber Group; (iv) Function License – all employees and other workers of the Subscriber or Subscriber Group (as applicable) who carry out the function specified in the Order form for the Subscriber or Subscriber Group (as applicable);
“Derived Materials” means materials created by or on behalf of the Subscriber incorporating the Licensed Materials in combination with other information and/or data;
“Deliverables” any and all documents, information or other materials developed, created or provided by FlightGlobal in connection with the provision of Consultancy Services (including reports, preparatory works, drafts, working papers, correspondence and advice)
“Subscriber Group” means a corporate subscriber and its Affiliates as at the date of the Order Form;
“Unauthorised” in relation to a person means any person other than a Subscriber or any other person within or outside a Subscriber Group who is neither a Subscriber nor an Authorised User but excludes administrative and support staff who provide technical and other support services to a Subscriber or Authorised Users but do not otherwise use the Licensed Materials.
4. Passwords and Intellectual Property Rights
4.1. Passwords are for the personal use of the individual to whom they are issued and may not be made available to others for the purpose of using the FlightGlobal Services. If FlightGlobal suspects that a password is being used by an Unauthorised person it may cancel the password.
4.2 All intellectual property rights, including but not limited to copyright and database rights, in the FlightGlobal Services and the Licensed Materials are and remain the property of Reed Business Information Limited, its Affiliates or third party licensors.
4.3 Subscribers and Authorised Users acquire no proprietary rights in the FlightGlobal Services or the Licensed Materials and except as expressly permitted by these Conditions may not use the FlightGlobal Service or the Licensed Materials in any way that infringes the intellectual property rights in them.
4.4 Subscribers and Authorised Users may not obscure or remove any copyright or other notices that appear on Licensed Materials extracted from the FlightGlobal Services.
4.5 Subscribers and Authorised Users may within the terms of the applicable License create Derived Data and use such Derived Data in the course of the Subscriber’s business provided that the Subscriber acknowledges FlightGlobal as a data source in relation to all Derived Data.
4.6 Subscribers and Authorised Users may not, without a Hosted Services License or a Redistribution License, make the FlightGlobal Service, any part of the Licensed Materials or any Derived Data available to Unauthorised persons other than on an ad-hoc non-systematic basis in the normal course of the Subscriber’s business.
4.7 Subscribers and Authorised Users may not, without FlightGlobal's prior written consent, use any automated algorithm, device, method, system or software to access, use, search, copy, monitor or extract data or other content from the FlightGlobal Services.
4.8 Where the Licensed Material contains data and/or other material licensed by third party licensors such content is made available on the terms and conditions of such third party licensors which are available at http://www.flightglobal.com/page/terms-and-conditions/third-party-data-services/
4.9 Reed Business Information Limited will indemnify, defend and hold the Subscriber 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 (collectively, “Losses”) resulting from any claim that the Licensed Material infringes any intellectual property right of such third party (a Claim’); provided, however that FlightGlobal shall have no obligation under this Section 4.9 to the extent such Claim is caused by: (i) Subscriber’s or a third party’s modification or misuse of Licensed Material; (ii) infringing items of Subscriber’s or third party’s origin, design or selection; or (ii) the operation, combination or use of the Licensed Materials, without FlightGlobal's prior written consent, with products or services provided by Subscriber or third parties.
4.10. FlightGlobal’s indemnification obligations hereunder shall be subject to: (i) receiving prompt written notice of the existence of any Claim; (ii) being able to, at its option and expense, control the defence and or settlement of such Claim; and (iii) receiving full cooperation from Subscriber in the defence thereof. In the event Subscriber notifies FlightGlobal of any Claim, FlightGlobal shall have the option to do one or more of the following: (i) to procure a license sufficient to continue offering the Licensed Material (including, without limitation, Subscriber’s use thereof); or (ii) to remove the relevant Licensed Material from the FlightGlobal Services.
5. Consultancy Services
5.1 Where the Order Form includes Consultancy Services;
(i) FlightGlobal shall use its reasonable endeavors to carry out the Consultancy Services in a timely manner in accordance with the agreed specification.
(ii) The Subscriber shall provide all reasonable facilities, information and assistance necessary to enable FlightGlobal to provide the Consultancy Services; and
(iii) The Subscriber shall comply with all laws and regulations relating to its business and which may, directly or indirectly, impact upon the provision of the Consultancy Services.
5.2 FlightGlobal shall retain ownership of all intellectual property rights in all Deliverables. The Subscriber has a non-exclusive, non-transferable licence to use such Deliverables for its own internal purposes and for such other purposes as are specified on the Order Form.
5.3 The Subscriber acknowledges that Consultancy Services are provided solely for the Subscriber’s benefit and use. Accordingly, FlightGlobal accepts no liability or responsibility to any third party who benefits from or uses the Consultancy Services or gains access to the Deliverables. The Subscriber will indemnify FlightGlobal from and against all liabilities, losses, damages, costs and expenses FlightGlobal reasonably incurs in connection with any claims against FlightGlobal by any such third party.
5.4 The Subscriber acknowledges that Deliverables may be based on information provided by the Subscriber or third parties which has not been independently verified, and that FlightGlobal does not warrant that such information shall be accurate.
6. Verification and Audit
6.1. The Subscriber shall, within 7 days of a written request from FlightGlobal provide; (i) a list of all individuals who have access to the Licensed Materials; or (ii) a certificate signed by an officer of the Subscriber confirming that the Subscriber has complied in all material respects with these terms and specifically that the Licensed Materials have not been distributed or transmitted, in any form, to any Unauthorised person.
6.2. FlightGlobal or any other person authorised by FlightGlobal shall have the right, after giving written notice of ten clear days, to enter the Subscriber’s premises during normal business hours and inspect the Subscriber’s records relating to the use and distribution of the Licensed Materials. FlightGlobal shall treat as confidential all information relating to the Subscriber’s business that it acquires in the course of such an inspection. FlightGlobal shall not exercise this right of inspection more than once in each calendar year.
6.3. If an audit performed by FlightGlobal under section 6.2 reveals that the Subscriber is in breach of these terms and conditions the Subscriber will reimburse FlightGlobal (i) the reasonable cost incurred by FlightGlobal in performing the audit; (ii) all fees payable in relation to any Unauthorised person revealed by the audit as having access to the FlightGlobal Services or the Licensed Materials; and (iii) interest on the above amounts from the date they become payable until the date of payment at the highest rate permitted by applicable law.
6.4. The rights of FlightGlobal under this section shall continue for the term of the subscription and for 12 months thereafter.
7. Availability of FlightGlobal Services
7.1 FlightGlobal shall use all reasonable endeavours in accordance with good industry practice to ensure that FlightGlobal Services are available to Subscribers and Authorised Users excluding downtime for regular or emergency maintenance which shall be kept to a minimum.
7.2 Target service levels for Services provided under a Hosted Services License are available at www.flightglobal.com/page/service-level-agreement-hosted-services
7.3 Time is not of the essence in respect to the delivery of any particular FlightGlobal Service or Licensed Materials and FlightGlobal's sole obligation is to effect such delivery as soon as is practically possible.
8. Limitations on Liability
8.1 The FlightGlobal Services and Licensed Materials are provided by FlightGlobal on an ‘as is’ basis and FlightGlobal excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose.
8.2 The total aggregate liability of FlightGlobal to any Subscriber in connection with use of the Service or Licensed Materials (other than for death or personal injury caused by its negligence or that of its agents) shall not exceed the amount paid or payable by the relevant Subscriber for the then current subscription term.
8.3 The liability of FlightGlobal to any Subscriber for interruptions to availability of the FlightGlobal Service caused by circumstances within its control shall not exceed the amount paid by the relevant Subscriber for access to the relevant FlightGlobal Service. The only obligation of FlightGlobal in respect of interruptions caused by circumstances outside its control shall be to use all reasonable efforts to have the FlightGlobal Service reinstated.
8.4 FlightGlobal shall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.
8.5 It is the Subscriber’s responsibility to ensure that it has the equipment necessary to access the FlightGlobal Services and receive the Licensed Materials.
9. Suspension and Termination
9.1 FlightGlobal may without notice and without compensation suspend access to any FlightGlobal Service by a Subscriber and/or one or more Authorised Users if the Subscriber is in default of its payment obligations or FlightGlobal has reasonable grounds to suspect the Subscriber or such Authorised User(s) to be in breach of these terms and conditions.
9.2 FlightGlobal may withdraw any FlightGlobal Service by giving the Subscriber thirty (30) days written notice expiring at any time and a refund for the remainder of the relevant subscription period on a pro rata basis of the subscription fee already paid by the Customer.
9.3. On expiry of a subscription without renewal, or on termination of a subscription for any reason during the subscription term, the Subscriber shall cease all use of the Licensed Materials immediately.
9.4. Expiry or termination of a subscription shall be without prejudice to the accrued rights and obligations of the parties and, in particular, sections 3, 4 and 8 shall survive termination for whatever reason.