1.1 In this agreement: "Confidential Information" means;
(a) the Data;
(b) the fact, terms and content of this agreement; and
(c) all information and/or data which the Licensee acquires or has acquired (whether before, on, or after the date of this agreement) directly or indirectly from Ralawise in connection with the Permitted Purpose regardless of whether it is disclosed, made available or obtained in writing, orally or by any other means; except that it shall exclude any Excluded Information with effect from the date on which it becomes Excluded Information;"Data" means all product information and data relating (whether supplied as a collection or otherwise) to Ralawise’s products made available to the Licensee in electronic form including but not limited to prices, specifications, descriptions and images;"Excluded Information" means any information and/or data which:
(d) is disclosed by the Licensee in compliance with the legal requirements of a competent legal or other regulatory authority, provided Ralawise has been notified by the Licensee of the intended disclosure prior to it taking place; or
(e) is known to the Licensee prior to the date of this agreement otherwise than as a result of being obtained directly or indirectly from Ralawise; or
(f) the Licensee receives from a third party who lawfully possessed such Confidential Information and which has not been obtained in breach of a duty of confidence owed to Ralawise by any reason; or
(g) is or becomes in the public domain at the time of its disclosure to the Licensee (other than by reason of a breach of this clause by the Licensee).
“Intellectual Property Rights” shall mean all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, Data rights, semi-conductor topography rights, moral 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 for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world
“Licensee” shall mean the party, whether corporate or individual, to whom Ralawise licenses the Data and/or the Licensed Intellectual Property Rights "Licensed Intellectual Property Rights" shall mean all copyright, all other rights in the nature of copyright and all Data rights (as defined in the Legal Protection of Data Directive 96/9 EC) arising under the laws of any jurisdiction (whether vested, contingent or future) and any other intellectual property rights (or rights of a like nature) whatsoever whether registered or unregistered wheresoever subsisting in the world and all legal and equitable rights protecting the confidentiality of any information or materials;"Permitted Purpose" means as defined in Clause 3.1.
“Ralawise” means the business whose company Number is 1362849 and whose registered office is at Unit 112, Tenth Avenue, Zone 3, Deeside Industrial Park, Deeside, Flintshire, CH5 2UA
1.2 Words referring to persons shall include individuals, bodies corporate, companies, unincorporated associations, partnerships, firms, trusts and all other legal entities.
1.3 Headings to clauses are used for ease of reference only and shall not affect the interpretation or construction of this agreement.
1.4 Words denoting the singular include the plural and vice versa.
1.5 Words denoting any gender include all other genders.
This agreement shall commence when these terms are accepted by the Licensee and shall continue until terminated by either party by giving notice in writing to the other party.
3.1 Subject to the terms of this agreement, Ralawise hereby grants the Licensee the personal non-exclusive, non-transferable right to store the Data on the Licensee’s computer system and use the Data and the Licensed Intellectual Property for the purposes of purchasing goods from Ralawise and/or selling such goods (the "Permitted Purpose") and not further or otherwise.
3.2 The Licensee shall not:
(a) use, do anything with or otherwise exploit the Data other than as provided in Clause 3.1 (including, without limitation disclosing the whole or any material part of the Data to any other person whatsoever);
(b) reformat, adapt, vary, modify or otherwise change the Data in any manner nor merge the Data so that the Data ceases to be readily identifiable as that of Ralawise;
(c) permit any third party (including web developer or website/e-commerce platform provider) to have access to the Data without the express permission of Ralawise.
3.3 In consideration of the grant of the licence at clause 3.1, the Licensee shall:
(a) pay to Ralawise the sum of £1.00 (receipt of which Ralawise confirms); and
(b) abide by the terms of this agreement.
4.1 Title to the Data (including but not limited to legal and beneficial ownership of all Intellectual Property Rights in it) shall at all times remain the property of Ralawise. The Licensee shall not acquire any rights in the Data or any associated Intellectual Property Rights by way of this licence outside of those granted at clause 3.1.
5.1 Ralawise shall use its reasonable endeavours to ensure the accuracy of the Data but gives no warranty express or implied regarding the accuracy or completeness of the Data or its fitness for any purpose and expressly excludes any liability in respect thereof.
5.2 Ralawise does not warrant that the Data shall be virus free and the Licensee is solely responsible for virus scanning the Data prior to introduction to the Licensee’s computer system.
5.3 The Licensee warrants and undertakes that it shall take all steps necessary to maintain and protect the Intellectual Property Rights in the Data (including, without limitation, taking all necessary security measures to prevent unauthorised access to, alteration, disclosure, accidental loss, damage or destruction of the whole or any part of the Data).
5.4 The Licensee shall indemnify and keep indemnified Ralawise against any and all claims, losses, expenses, liabilities, damages or costs (including all legal fees actually incurred) arising directly or indirectly (whether or not reasonably or otherwise foreseeable or avoidable) out of or related to any breach of the warranties and undertakings referred to in clause 5.3 above or any other breach of the terms of this agreement or against any third-party claims against Ralawise arising from or relating to the Licensee's use of the Data.
5.5 The Licensee shall:
(a) co-operate with Ralawise in all matters relating to the Data;
(b) obey Ralawise’s lawful instructions in respect of the Data;
(c) provide, in a timely manner, such information and assistance as Ralawise may request and ensure that it is accurate in all material respects;
(d) use the Data only for the Permitted Purpose.
Save in respect of personal injury or death caused by the negligence of Ralawise or any liability which cannot be excluded or restricted by law, Ralawise shall have no liability, whether such liability arises in contract, tort (including without limitation negligence) or otherwise, whatsoever to the Licensee for any:
(a) loss of business, use, profit, anticipated profit, contracts, revenues, goodwill, data or use of data; or
(b) consequential, special or indirect loss or damage; or
(c) liability, claim, costs (including legal costs), damage or expenses which may be incurred by the Licensee arising from its use of the Data.
7.1 Upon expiry or earlier termination of this agreement:
(a) all rights and obligations of the parties shall cease forthwith except where it is expressly stated otherwise in this agreement;
(b) to the extent that any Confidential Information has been disclosed, the Licensee shall return to Ralawise all Confidential Information of Ralawise and if so requested certify that it no longer holds Ralawise's Confidential Information; and
(c) the Licensee shall:
(i) immediately return all physical and/or electronic copies of the Data to Ralawise; and
(ii) permanently erase the Data from the Licensee’s computer system in addition to any and all backup or archive copies of the same and provide written confirmation that this has been done; and
(iii) make no further use whatsoever of the Data or any material derived from the Data or its activities under this agreement.
7.2 In the event that the Licensee fails to comply with clause 7.1(c), Ralawise shall be entitled to send appropriately qualified personnel to the Licensee's location for the purpose of permanently erasing the Data from the Licensee’s computer system and the Licensee hereby duly authorises such personnel's entry to its premises to do so.
7.3 Notwithstanding the termination of this agreement for whatever reason, the terms set out in clauses 5, 6, 7 and 9 shall survive such termination.
8.1 Ralawise shall be entitled to assign, licence or otherwise dispose of the whole or any part of the rights granted under this agreement to any person whatsoever.
8.2 The Licensee shall not assign, licence or otherwise dispose of the whole or any part of the rights granted under this agreement.
9.1 The Licensee will treat all Confidential Information as strictly confidential and shall:
(a) treat the Confidential Information with no less a degree of care and apply at least the same security measures in respect of the Confidential Information as it uses to protect its own confidential information and in any event to treat it with at least a reasonable degree of care and maintain reasonable security measures against theft, and unauthorised access or use of the Confidential Information;
(b) not make any copies of any Confidential Information without Ralawise's prior written consent;
(c) not copy or store the Confidential Information electronically on any externally accessible computers or electronic devices;
(d) ensure that the Confidential Information is held only at the Licensee's usual place of business and is not transferred to or accessed from any other location;
(e) immediately notify Ralawise if it becomes aware or suspects any use, copying or disclosure of any Confidential Information in breach of the Licensee's obligations under this agreement and shall promptly take such steps as Ralawise reasonably requires in respect of such breaches.
(f) not itself make use of any Confidential Information for a purpose other than for the Permitted Purpose;
(g) not disclose Confidential Information to any person (other than in accordance with clause 9.2 or otherwise under this agreement).
9.2 The Licensee may disclose Confidential Information to any of its directors or employees to the extent that disclosure is necessary for the purposes of this agreement provided that the Licensee will ensure that any such directors or employees are made aware of and comply with the Licensee's confidentiality obligations under this clause and shall procure their compliance with it and be responsible for any breaches by them.
9.3 This agreement imposes no obligation on Ralawise to exchange Confidential Information. Nor shall it restrict the use, copying or disclosure by a party of its own confidential information.
10.1 Nothing in this agreement and no action taken by the parties under this agreement shall create or be deemed to create a partnership or establish the relationship of principal and agent or any other fiduciary relationship between the parties and no party shall have the right to obligate or bind the other in any manner whatsoever.
10.2 This agreement constitutes the entire agreement and understanding between the parties and supersedes any previous agreement, arrangement or understanding (whether oral or written) between the parties relating to the subject matter of this agreement.
10.3 The parties agree that in entering into this agreement it has not entered into this agreement in reliance upon any statement, representation, covenant, warranty, undertaking or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) except as expressly set out in this agreement. The only remedy available to either party shall be for breach of contract. Nothing in this clause, however, shall exclude any liability on the part of either party for fraud or fraudulent misrepresentation.
10.4 No delay, indulgence or omission in exercising any right, power or remedy provided by this agreement or by law shall operate to impair or be construed as a waiver of such right, power or remedy or of any other right, power or remedy.
10.5 No single or partial exercise or non-exercise of any right, power or remedy provided by this agreement or by law shall preclude any other or further exercise of such right, power or remedy or of any other right, power or remedy.
10.6 If any provision of this agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect or impair:
(a) the legality, validity or enforceability in that jurisdiction of any other provision of this agreement; or
(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this agreement.
10.7 No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties
10.8 No person who is not a party to this agreement shall have any right to enforce this agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
10.9 This agreement and any matters arising out of or in connection with it shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts.