"Agent" includes, but is not limited to, those individuals working under your supervision
"Antipodes" means Antipodes Scientific Limited, a limited liability company registered in New Zealand with company number 7991596
"ChemInventory System" means the web-based searchable chemical inventory system provided by Antipodes to you via the Website (and includes the Website)
(b) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(c) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
(d) is independently developed by you
"Data" means any data inputted by you or with your authority into ChemInventory
"Force Majeure Event" means:
(a) acts of God, fire, flood, war, acts of terrorism, riot, civil commotion, governmental actions, labour disputes and any similar events beyond the reasonable control of the non-performing party, and
(b) any situation where Antipodes is legally unable to perform its obligations, including due to an injunction or other similar court order
"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how, invention, circuit layout, database, business process or method, trade secret and all or any other intellectual or industrial property right anywhere in the world, whether or not registered and includes any right to apply for registration with respect to the foregoing
"Subscription" means the subscription purchased by you to access and use ChemInventory in accordance with this Agreement
"Subscription Fee" means the annual subscription fee (excluding any taxes and duties) for the subscription
"Suspension" is defined in clause 9(b)
"Termination" is defined in clause 9(b)
"we" means Antipodes
"Website" means the Internet site at the domain access.cheminventory.net operated by Antipodes; and
"you" means you and, if you are accessing the Website and/or using ChemInventory in your capacity as an employee, contractor or Agent, includes your employer or principal
(a) You acknowledge and agree:
(i) that you are authorised to access and use ChemInventory and to access the Data, including any Data or other information inputted by any person you have authorised to access and use ChemInventory;
(ii) that access to and use of ChemInventory is on an "as is, where is" basis and is at your own risk;
(iii) that Antipodes is not responsible for any adverse consequences arising out your access to or use of ChemInventory;
(iv) that the operation and availability of the systems used for accessing and using ChemInventory, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to and use of ChemInventory and that Antipodes is not in any way responsible or liable for any such interference or prevention of your access to or use of ChemInventory;
(v) that contents of the Website may include links to third party materials. Antipodes will not be responsible for the contents of any linked sites or liable for any direct or indirect loss or damage suffered by you from accessing, using or relying on information obtained from any linked sites or third party. The inclusion of any linked site does not imply any endorsement of it by Antipodes or any association with its operators. Antipodes reserves the right to prohibit links to the Website and you agree to remove or cease any link upon Antipodes' request;
(vi) to access and use ChemInventory only if you have been, and continue to be, authorised to do so by Antipodes;
(viii) to ensure that all persons whom you authorise to access ChemInventory are trained to use ChemInventory in a lawful and appropriate manner and in accordance with all documentation and instructions as may be provided by Antipodes.
(b) To the extent that your employees, contractors or Agents acquire access to the Website and ChemInventory (or any other third party acquires access to the Website and ChemInventory through the use of usernames and passwords issued to or by you) ("Access Recipients"), you will:
(ii) be liable to Antipodes for the acts and omissions of such Access Recipients to the extent they breach the Access Recipient Obligations, as if they were your acts or omissions.
3. Access and Security
(a) You will ensure that all usernames and passwords issued to you by Antipodes, or set up by you, for the purpose of accessing and using ChemInventory are kept secure and confidential. To the extent that Antipodes has authorised you to set up and grant usernames and passwords to access ChemInventory you must:
(i) only grant usernames and passwords to individuals who are your employees, contractors or Agents;
(ii) monitor and audit your use of ChemInventory (including use by your employees, contractors and Agents); and
(iii) immediately disable an individual's username and password if:
a. any misuse of ChemInventory through the use of the username and password is suspected or identified; or
b. the individual to whom you issued the username and password is no longer authorised by you to access ChemInventory or no longer requires access for their role or function; or
c. ceases to be your employee, contactor or Agent.
(b) You will immediately notify Antipodes of any unauthorised use of any username and/or password or any other breach of security. You must keep all usernames and/or passwords confidential and ensure that usernames and/or passwords are only disclosed to the authorised recipient of such usernames and/or passwords.
(c) You are responsible for the use of your usernames and/or passwords and all activities associated with the use of your usernames and/or passwords, including use by your employees, contractors or Agents.
(d) You confirm that the registration data you provided to Antipodes through the Website was at the time you provided it current, complete and accurate, and you agree to maintain and update the registration data promptly as required to keep it so.
(e) You release Antipodes from and renounce any claim in respect of or arising from any reasonable reliance by Antipodes upon any use of your usernames and passwords, including Antipodes disclosing information relating to your registration and/or affairs with Antipodes. You agree to indemnify and hold Antipodes, its officers and employees harmless from any claims, actions, costs (including legal costs), or losses by Antipodes or any third party due to or arising out of reasonable reliance by Antipodes or any third party upon any acts carried out, requests made or information provided through the use of your usernames and passwords.
(f) You must:
(i) not attempt to undermine the security or integrity of ChemInventory or Antipodes' computing systems or networks or, where ChemInventory is hosted by a third party, that third party's computing systems and networks;
(ii) not use, or misuse, ChemInventory in any way which may impair the functionality of ChemInventory, or impair the ability of any other user to use ChemInventory;
(iii) not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which ChemInventory is hosted;
(iv) not harvest or collect email addresses or other contact information of other users of ChemInventory by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
(v) not use automated agents, robots, or scripts to collect information from or otherwise interact with ChemInventory;
(vi) not transmit, or input into ChemInventory, any files that may damage any other person's computing devices or ChemInventory, content that may be offensive, or other material or Data in violation of any law (including Data or other material protected by Intellectual Property Rights which you do not have the right to use); and
(vii) not transfer your username or password to another person or issue or permit an individual to be issued with more than one username or password without Antipodes' consent.
4. Confidentiality and Personal Information
(iii) You will ensure that you are entitled to transfer the relevant personal data to Antipodes so that we may lawfully use, process and transfer the personal data in accordance with this Agreement on your behalf;
(iv) You will ensure that all relevant data subjects have been informed of, and have given their consent to such use, processing and transfer as required by all applicable data protection legislation.
You will take all necessary action to defend and indemnify Antipodes, its employees, agents, officers and representatives against all claims, costs, damages, expenses (including reasonable barristers and/or solicitors fees and expenses and all disbursements), losses, liabilities or proceedings brought by a third party arising directly or indirectly:
(a) in connection with your access to or use of ChemInventory;
(c) out of reasonable reliance by Antipodes or any third party upon any acts carried out, requests made or information provided through the use of your ChemInventory usernames and passwords;
(e) from Antipodes' making available information of Data to any person with your authorisation.
(b) Subject only to clause 6(a), to the fullest extent permitted by law, Antipodes excludes all warranties, conditions and representations in relation to ChemInventory (including any content on ChemInventory, any information retrieved by you through your use of ChemInventory) whether express, implied, statutory or otherwise and Antipodes will not be responsible for any errors or misstatements on ChemInventory or in any other information retrieved by you through your use of ChemInventory.
(c) Without limiting clause 6(b), Antipodes does not warrant or represent that:
(i) ChemInventory will meet your requirements or that it will be suitable for your purposes; or
(ii) access to or use of ChemInventory will be uninterrupted or error free.
(d) You warrant and represent that you are acquiring the right to access and use ChemInventory and all associated services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of ChemInventory or these Terms.
7. Limitation of Liability
(a) To the maximum extent permitted by law, Antipodes excludes all liability and responsibility to you or any other person, in contract, statute, tort (including negligence) or otherwise, for any loss or damage however caused (including direct, indirect, consequential or special loss or damage, or loss of profits, loss of data, loss of savings and loss of opportunity) in connection with ChemInventory.
(i) as soon as reasonably practicable following becoming aware gives notice of the occurrence of the Force Majeure Event to the other party by email; and
(ii) uses its reasonable efforts to commence performing such obligations as soon as possible or otherwise mitigates the effects of the Force Majeure Event by finding a work around to perform the obligation despite the Force Majeure Event.
(c) To the extent that Antipodes is not able to exclude its liability to you, Antipodes' liability to you will be limited in respect of any one incident, or series of connected incidents to the Fees (excluding any taxes and duties) paid by you to Antipodes in the previous 12 months.
8. Intellectual Property
(b) Title to, and all Intellectual Property Rights in ChemInventory and any documentation relating to ChemInventory (including documentation such as training materials) remain the property of Antipodes.
(c) You agree that you will not attempt to copy, adapt, duplicate, create derivative works from, frame, mirror, republish or transmit any portion of ChemInventory in any form or media or by any means, and that you will not attempt to reverse compile, disassemble, reverse engineer ChemInventory any part of ChemInventory, except as expressly agreed by Antipodes.
(d) Title to and all Intellectual Property Rights in the Data belong to you. Your access to the Data is, however, contingent on full payment of any Fees when due. You authorise Antipodes, at its sole discretion, to modify the format of your Data to suit ChemInventory search algorithms. You grant Antipodes a licence to use, copy, transmit, store and back-up your information and Data for the purposes of enabling you to access and use ChemInventory and for any other purpose related to the provision of services to you. You agree that Antipodes may retain archived copies of that information and Data. You acknowledge and agree that Antipodes is not responsible for the accuracy, usefulness, safety, confidentiality or Intellectual Property Rights of or relating to such Data.
9. Term and Termination
(a) This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with its terms.
(b) If you breach these Terms, Antipodes may, at its sole discretion, terminate the Agreement and your right to access and use ChemInventory ("Termination"), or suspend your right to access and use ChemInventory for any definite or indefinite period ("Suspension").
(c) Termination or Suspension is without prejudice to the rights and obligations you or Antipodes have accrued up to and including the date of Termination.
(d) On Termination or Suspension, you must immediately cease to access and use ChemInventory in any manner and for any reason and destroy all software or documentation (if any) in your possession relating to ChemInventory.
(e) Subject to clause 11(d), you may terminate this Agreement for convenience at any time by clicking on the "close account" button on the Website.
(f) Antipodes may terminate this Agreement for convenience at any time by giving you 6 months prior written notice.
(g) The Termination of the Agreement does not affect any of the rights or responsibilities of the parties which are intended to continue or come into force following Termination. Without limitation, clauses 4, 5, 7 and 9 survive the expiry or Termination of the Agreement.
Antipodes intends that ChemInventory should be available 24 hours a day, seven days a week however, on occasion Antipodes may make ChemInventory unavailable for reasons including permitting maintenance or other development activity to take place. If for any reason Antipodes intends to interrupt ChemInventory for longer periods than Antipodes would normally expect, Antipodes will use reasonable endeavours to publish in advance details of such activities on the Website.
(a) Different Subscription Fees may include access to different services.
(b) Subscription Fees are to be paid annually, one year in advance. Antipodes will notify you 30 days prior to date on which the Subscription Fee is due and you agree to pay such Subscription Fee on or before the due date by credit card or by bank transfer into Antipodes' bank account. For the avoidance of doubt, if payment of the Subscription Fee due is not made in full by the due date, Antipodes may suspend or terminate your use of ChemInventory, the authority for all or any of your organisation to use ChemInventory, and your rights of access to all or any Data.
(c) All amounts and fees referred to in this Agreement and on the Website are payable in pounds sterling and are exclusive of value added tax which shall be added at the appropriate rate.
(d) No refund of a Subscription Fee will be given on the termination of this Agreement or on the cancellation of a Subscription before the end of the subscription period.
(e) Subject to clause 11(d), you may cancel a Subscription at any time by clicking on the "close account" button on the Website.
(f) Where you cancel an annual Subscription before the end of the subscription period to upgrade or renew your account plan, the Subscription Fee for the full days remaining within the subscription period (if any) will be credited to the new annual Subscription Fee applicable to the upgraded or renewed account plan.
(c) Delays: Antipodes will not be liable for any delay or failure in performance of its obligations under this Agreement, if the delay or failure is due to any cause outside its reasonable control.
(d) No Assignment: You may not assign or transfer any rights or interests to any other person without Antipodes' prior written consent.
(e) Governing Law and Jurisdiction: This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of New Zealand. You irrevocably agree that the courts of New Zealand have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims.)
(h) Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any of these Terms.