In dealing with Systematics International Ltd, the Client is deemed to have read and agreed to the following terms and conditions:
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: “Client”, “You” and “Your” refers to you, the person dealing with Systematics International Ltd and accepting the Company’s terms and conditions. “The Company”, “Ourselves”, “We” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services, in accordance with and subject to, prevailing English Law. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.
1. General Conditions
1.1 Confidentiality
1.1.1 All information and Data coming into the possession of Systematics International Ltd for processing under this Agreement and all analysis, reports and conclusions made from the processing of such information and Data shall be treated as strictly confidential and shall not be disclosed to any Service User or third parties except within the terms of this agreement.
1.1.2 Systematics International Ltd and the Client shall jointly and individually, (i) treat the Data as strictly confidential and shall not divulge the whole or any part thereof to any person other than its own employees who have a need to know the same, (ii) keep exclusive possession of and control over the copies of the Data in its’ possession and shall effect and maintain adequate security measures to safeguard the Data from access or use by any unauthorised persons, (iii) ensure that its’ employees are aware of and comply with these Conditions, (iv) notify each other immediately if either party becomes aware of any unauthorised use of the Data by any person, (v) permit the checking of the use of the Data at all reasonable times and (vi) not remove, obscure or alter any notice of the copyright or other proprietary rights relating to the Data which are embodied in or printed on the Media.
1.2 Sub-contracting
1.2.1 Systematics International Ltd undertakes that except in response to an emergency or as a direct consequence of unforeseen circumstances, it will not sub-contract or licence any other person, agency or company – apart from any future group companies – to act on its behalf in the fulfilment of any obligation entered into under this agreement without the consent in writing of the Client, such co consent not to be unreasonably withheld.
1.3 Copyright, Intellectual Property, Software and Content, Licence to use & permitted and prohibited uses
The intellectual property rights in all software and relevant content (including photographic images) made available to you whether by electronic media or eye readable formats on or through the Systematics website remains the property of Systematics or its licensors and are protected by copyright laws and treaties around the world. All such rights are reserved by Systematics and its licensors.
1.3.1 The Statistics Software system including the source codes shall all times belong to Systematics International Ltd
1.3.2 All information and data given by the client in its original format to and held by Systematics International Ltd under the terms of this agreement remains the property of the Client and its members, if provided via Trade Associations. From time to time, Systematics International Ltd may receive requests from third party companies for the supply of this original information and under these circumstances Systematics International Ltd will request the Client consent in writing for these to be supplied without exposing any competitive data in line with Anti- Trust Data Disclosures rules, such consent not to be unreasonably withheld
1.3.3 All information that has subsequently added value to its original data and/or purchased by Systematics International Ltd and subsequently adding value to it, shall at all times belong to Systematics International Ltd and shall not be disclosed to third parties without prior authorisation from Systematics International Ltd. For avoidance of doubt, the resultant compiled and cleansed value-added data remains the property of Systematics.
1.3.4 Customised reports formats and structures belongs to Systematics International Ltd and therefore its IP rights are covered under the Copyright, Design and Patents Act 1998. The design, compilation of the bespoke reports reflects the time and efforts of Systematics International Ltd and therefore the Client is allowed to use for their own purpose, i.e. use the data and its reports for internal business purposes only.
1.3.5 The client is not allowed to sell, reproduce, rent, lease, loan, modify adapt, merge, translate, reverse engineer, de-compile, disassemble or create derivative works based on the whole or any part of the information supplied therein or to assign, sub-licence, distribute copies of the material for any purposes, republish, or “frame” them in any site you create or operate and distribute to another third party without prior written consent of Systematics International Ltd.
1.3.6 The reports derived from the system (and the copyright and other intellectual property rights thein or relating to) are and shall at all times (during the continuance of the licence and afterwards) remain the property of Systematics International Ltd, and the client undertakes not to act in any way so to prejudice such property rights.
1.4 Variations
Any variations to or deletions from the provisions of the agreement shall not be valid unless the same shall have been reduced into writing and signed by and or behalf of the parties hereto.
1.5 Disclaimer
In the event of Systematics International Ltd failing to perform within the terms of the agreement or being negligent in the performance of its obligations or duties under the agreement, the Client may terminate the agreement without providing the necessary notice period
1.6 Quality of Data
All duty of care is taken to ensure that the raw data quality received either directly from manufacturers, official Registration Authorities and /or third parties in various markets, Systematics International Ltd excludes any responsibilities, deriving from the late or inaccurate data supply from these organisations.
2. Terms of this agreement
The agreement shall be for the duration of the initial agreed period of 1 year, with no provision for early termination – exception against clause 1.5 above and or 3 below – and shall renew automatically thereafter annually from year to year.
3. Force Majeure
3.1 This agreement may be suspended by either party if that party is unable to commence, continue or completely perform its obligations hereunder by reason of act of God, force majeure, fire, flood, storm, tempest, aircraft damage, explosion, electrical failure, strikes, lockouts, riots, civil commotion, war, state of national emergency, British or European Government action or any cause whatsoever (whether or not of a similar nature to the foregoing) which is not within its control provided notice is given promptly to the other party claiming suspension and stating the even relied upon.
3.2 If suspension continues for more than 3 months the party which has claimed suspension may give notice to the other party terminating this agreement with immediate effect
4. Disclosure rules / Systems enhancements
4.1 The Client will inform Systematics International Ltd of Anti-Trust Data Disclosure rules that needs to be included when developing a system. This should be in writing to ensure all aspects are covered.
4.2 The Client will inform Systematics International Ltd of any revised disclosure data rules that comes into effect as soon as possible so that it will enable Systematics International Ltd to incorporate these within the system software.
4.3 Depending on the impact of these new rules affecting the output of the system, Systematics International Ltd may require a major re-development of the software system and therefore this will incur an additional charge. Systematics International Ltd will obtain prior approval of these from the Client.
5. Termination
5.1 With the exception of clause 1.5 and 3 stated above, either party may terminate the agreement after the initial period as initially agreed in clause 2 above, giving a minimum of 9 months written notice.
5.2 In the event of termination of the agreement Systematics International Ltd will transfer on the agreed due date, all original records received from the Client relating to the service provided to its customers.
6. Payment
BACS Transfer is the preferred acceptable method of payment and it should be net of any banking fees. Any banking fees incurred by the company will be rechargeable. Our Terms are payment in full within thirty days. Monies that remains outstanding by the due date will incur late payment interest at the rate of 5% above the prevailing Bank of England’s base rate on the outstanding balance until such time as the balance is paid in full and final settlement. Systematics International Ltd reserve the right to seek recovery of any monies remaining unpaid sixty days from the date of invoice via collection Agencies and/or through the Small Claims Court in the event that the outstanding balance does not exceed £3000. In such circumstances, the Client shall be liable for any and all additional administrative and/or court costs.
The company reserves the right to cease with immediate effect any services or agreements entered into until such time as any and all outstanding monies are recovered in full.
7. Company
Systematics International Ltd is Registered in England and Wales under the Company Registration Number 06182332 and VAT registration number GB 918 6716 91.
Systematics International Ltd registered office is at Honeywood Farm, Unit 1A The Colony, Honeypot Lane, Chelmsford, Essex, CM3 6RT.
8. General
The laws of England and Wales govern these terms and conditions. By working with Systematics International Ltd, the Client consent to these terms and conditions and to the exclusive jurisdiction of the English courts in all disputes arising out of such access. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure of the Company to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision. These Terms and Conditions shall not be amended, modified, varied or supplemented except in writing and signed by duly authorised representatives of the Company.
9. Notification of Changes
The Company reserves the right to change these conditions from time to time as it sees fit and the Client’s continued use of the Service will signify your acceptance of any adjustment to these terms. If there are any changes to our privacy policy, we will announce that these changes have been made on our home page, on other key pages on our site and any other means as deemed necessary. Any changes to our privacy policy will be posted on our web site 30 days prior to these changes taking place. You are therefore advised to re-read this statement on a regular basis
10. Compliance with GDPR
The T&C set above complies with the new GDPR regulation that came into effect from the 25th May 2018. Further details of the GDPR can be found on our website under the Privacy Policy.
11. Confidentiality
The T&C set above complies with the new GDPR regulation that came into effect from the 25th May 2018. Further details of the GDPR can be found on our website under the Privacy Policy.
11.1 The parties agree to consider the text of the present agreement as confidential information
11.2 The parties commit themselves not to disclose in any manner and not to transfer to the third parties any confidential information which become available in the fulfilment of the obligations under the present agreement, except as required by the applicable legislation when such information must be disclosed upon official request of authorised agencies, or in cases when the other party gives its permission to disclose such information.
12. Other Conditions
12.1 Receipt of the Purchase Order, and / or email confirmation implies acceptance of this T&C, its confidentiality and copyrights
These terms and conditions form part of the Agreement between the Client and Systematics International Ltd. Your undertaking of our services indicates your understanding, agreement to and acceptance, of the Disclaimer Notice and the full Terms and Conditions contained herein. Your statutory Consumer Rights are unaffected.
