Fastmarkets Ltd Standard
Terms and Conditions for Online Services
These standard terms and
conditions apply to all automated online transactions with websites operated by
Fastmarkets Ltd and to all agreements negotiated by Fastmarkets representatives
unless varied by an attached schedule of Services. Issued 15 May 2009.
Agreement: this Agreement and any Schedule if attached, together with any
further Schedule or Addendum that may subsequently be agreed.
The Information: Financial data, news, charts, editorial, analysis and any other
content as provided (or linked to) by Fastmarkets from time to time whether
originated by Fastmarkets or from third parties.
Distribution Channel: An information portal
website or other media or technology provided by Fastmarkets.
Service(s): The provision of the
information through a distribution channel or as separately defined on an
attached schedule.
Data Source: any Financial Exchange and/or other Data or News Provider, whose
Information is contained in the Services.
Exchange Fees: Such fees as may be charged by a Data Source for access to their
information
Service Fees: The fees charged by Fastmarkets for the supply of the Services to the
client which will include all relevant Exchange Fees.
First Billing Date: the date on which the Service Fees are billed by Fastmarkets for the
first time.
Site/Sites: the Client location(s) to which the Services are supplied by
Fastmarkets.
Fastmarkets
agrees to supply the Services to the Client and the Client agrees to pay the
Service Fees, where applicable, and use the Services in accordance with this
Agreement. This Agreement, together with any schedules or appendices hereto,
constitutes the entire agreement between the parties in relation to this matter.
2.1 The Client
agrees to use the Services only within the scope of its business activity.
Particularly, and unless expressly agreed in writing with Fastmarkets and/or
any relevant Data Sources, the Client shall not make available, redistribute,
transfer or assign, directly or indirectly, with or without charge, in whole or in part, the Services or the
Information to any other third party.
2.2 The Client
acknowledges and agrees that the Client will not acquire any intellectual
property rights in the Services or any part thereof. Furthermore, the Client
will not remove or conceal any logo, nor any copyright or other proprietary
notice incorporated in the Services.
2.3 The Client
agrees to use the Services in accordance with any manuals, guides, technical
specifications or specific recommendations that Fastmarkets may issue from time
to time.
3.1 The
Client acknowledges that the Data Sources have rights in the Information they
supply. The Client agrees to comply with any conditions imposed on the use,
access, storage or redistribution of Information by the relevant Data Source.
3.2 The Client may provide access to the
Information supplied under this Agreement only to its employees. Should the
Client wish to supply the Information to other users, this may only be
permitted if the Client has obtained Fastmarkets’ written consent
and has entered
into all necessary redistribution agreements with the relevant Data Sources.
4.1 A Client may
at any time contact Fastmarkets by email at the support address notified on the
Distribution Channel or by a
Fastmarkets
representative and request to terminate this agreement. Fastmarkets will then terminate this.
4.2 Fastmarkets
may terminate this agreement at any time if the Client is in breach of any of
its material obligations under this Agreement and fails to remedy such breach.
4.3
Fastmarkets may terminate this agreement or cancel a Service or a part of a
Service, by written notice if the provision of all or part of that Service:
(i) depends on an agreement between Fastmarkets
and a third party, and that
agreement is modified or terminated for any reason or breached by the third
party and, as a result, Fastmarkets is unable to continue provision on terms
reasonably acceptable to Fastmarkets; or
(ii) becomes illegal or contrary to any rule, or
request of any exchange or regulatory authority.
5.
EFFECTS OF TERMINATION
5.1 When this
agreement is terminated, Fastmarkets will remove all access rights to the
Services. The Client will have no
further rights to the Services and will be held responsible for any damage
caused by continuing and unauthorised attempts to access the Services.
5.2 Fastmarkets
will retain the Client’s details as evidence of the terminated agreement only as
allowed by the data protection act, and will maintain the confidentiality of
these details.
6.1 Fastmarkets represents
that:
(i) It will supply the
Services in a professional way, using the care that can be reasonably expected
for this type of business, and in accordance with the practices and policies
which are commonly
applicable in the
information services industry:
(ii) it is duly empowered to supply the
Information and Service(s) to the Client for the purposes specified in this
Agreement and that the Service(s) and its use by the Client as specified in
this Agreement will not infringe any intellectual property rights of any third
party.
6.2 Although Fastmarkets
will use all reasonable endeavours to
ensure the accuracy and reliability of the Services, neither Fastmarkets, the Data
Sources, or any third-party provider
will be liable to the Client (or any third party) for direct, indirect or
consequential loss or damage, including but not limited to loss of data,
trading or other economic losses, arising out of any reliance on the accuracy
of the Information (including but not limited to data, news and opinions)
contained in the Service(s) or resulting
in any way from the supply (or failure of supply) of the Services. However,
Fastmarkets accepts liability for physical loss or damage to the Site caused by
its negligence or wilful misconduct.
6.3 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.
6.4 The Client will indemnify Fastmarkets against any
loss, damage or cost in connection with any claim or action that may be brought
by any third party against Fastmarkets relating to any misuse of the Services
by the Client.
6.5 To the extent permitted
by law, under no circumstances will Fastmarkets’ liability under this Agreement
exceed the Service Fees paid to Fastmarkets by the Client, regardless of the
cause or form of action.
7.1 Each party acknowledges
that information of a confidential nature relating to the business of the other may be disclosed to it or
otherwise come to its attention. Each party undertakes to hold such information
in confidence and not, without the consent of the other, to disclose it to any third party nor to use it
for any purpose other than in the performance of this Agreement.
7.2 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.
7.3 This undertaking survives
this Agreement and be binding for as long as such information retains
commercial value.
8.1 Neither party may assign any right or
obligation under this Agreement or any part of it without the prior written
consent of the other, such consent not to be unreasonably withheld.
8.2 This Agreement is
governed by English law. Both parties submit to the exclusive jurisdiction of
the English courts.
8.3 If any part of this
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.
8.4 If either party delays
or fails to exercise any right or
remedy under this Agreement, that party will not be deemed to have waived any
such right or remedy.
8.5 Neither party will be
liable for any loss or failure to perform an obligation due to circumstances
beyond its reasonable control (force majeure).
8.6 The Client will take all
appropriate measures to ensure that all users of the Information and of
Fastmarkets’ Services in general are aware of the terms of this Agreement and
will comply with such terms. The Client will be responsible towards
Fastmarkets, the Data Sources and other third party providers for due
compliance by any such user.