Terms and conditions

Terms and conditions

 

1. Definitions

 

In the Conditions the following terms whether appearing in the singular or the plural shall have the meaning set out against them.

 

1.1. "Conditions" - these terms and conditions including the Licence.

1.2. "i-comparables.com" of Calle Gonzalo de Cordoba 14, 28010, Madrid, Spain

1.3. "i-comparables.com material" means without limitation all data, material, editorials, news, archives, deals, auctions and other modules or services which make up the i-comparables.com service.

1.4. "i-comparables.com data"- The delivery of the material in printed, electronic or any other form to the licensee for the agreed Licence Fee.

1.5. "the Licence" - the right for the Licensee to use the i-comparables.com service.

1.6. "the Licence Fee" - the fee payable by the Licensee for the Licence set out in the Invoice or otherwise communicated by i-comparables.com to the Licensee.

1.7. "the Licence Period" - one calendar year or any other period set out in the Invoice or otherwise communicated by i-comparables.com to the Licensee commencing from acceptance of the Invoice or first use of the i-comparables.com service, whichever occurs first.

1.8. "the Licensee" - the customer for the i-comparables.com service specified in the invoice.

1.9. "Permitted Use" - means the use (including, downloading or printing) of the i-comparables.com material for the business purposes of the Licensee or as part of advice of communications by the Licensee to employees, partners, clients or customers.

1.10. References in the Conditions to any legislation shall be construed as references to the same as amended or re-enacted from time to time and shall include subordinate legislation or regulations.

 

2. Licence

 

i-comparables.com hereby grants the Licensee the Licence to use the i-comparables.com service and access and use the i-comparables.com material for the Permitted Use by means of the i-comparables.com service in return for payment of the Licence Fee subject to the Conditions.

 

3. Ownership and Intellectual Property Rights

 

3.1. The Licensee acknowledges that the title and all intellectual property rights and any other ownership rights or interest in the i-comparables.com service and/or the i-comparables.com material are vested in i-comparables.com or its licensors.

3.2. The i-comparables.com service and the i-comparables.com material are protected by copyright law and regulations worldwide. The Licensee warrants as conditions of the Licence that except as may be strictly necessary for the proper exercise of the Licence and for the Permitted Use of the Property Data material:

(a) it will only use the i-comparables.com service and the i-comparables.com material for the purpose of exercising the Licence;

(b) it will not copy, use, market, re-sell, distribute, alter, add to or carry on any redistribution, reproduction, translation, publication, reduction to any electronic medium or machine readable form or commercial exploitation of the i-comparables.com service or the i-comparables.com material or in any other way deal with or utilise the same;

(c) it will not (except as expressly permitted by applicable law) reverse engineer, decompile or disassemble the i-comparables.com material.

3.3. The Licensee warrants that any reproduction or copy of the i-comparables.com material made as part of the Permitted Use will be accurate and will not result in any misleading or derogatory representation of the i-comparables.com material.

3.4. The Licensee will include a statement on or with reference to any reproduction or copy of the i-comparables.com material made as part of the Permitted Use to the effect that it has been obtained from i-comparables.com as part of the i-comparables.com service.

3.5. The Licensee will not alter or remove any copyright symbol or other identification or any information concerning the authorship of any of the i-comparables.com materials.

 

4. User Rules

 

The Licensee will comply with the provisions of any rules published from time to time by i-comparables.com with reference to the use of the i-comparables.com service whether these are communicated electronically, in writing or by any other means to the Licensee.

 

5. Warranty

 

5.1. i-comparables.com will exercise reasonable care in the provision of the i-comparables.com service. All other warranties or conditions as to satisfactory quality, fitness, for purpose or compliance with any description or generally as to the quality of the i-comparables.com service whether express, implied, statutory or otherwise are hereby expressly excluded.

5.2. Due to the nature of services i-comparables.com gives no warranty or commitment that use of the i-comparables.com service will be free from interruptions or from errors.

5.3. i-comparables.com gives no warranty or commitment as to the results that may be obtained from the use of the i-comparables.com service or with reference to the accuracy, reliability or content of any information provided as part of the i-comparables.com service.

 

6. Provision of the i-comparables.com service

 

i-comparables.com reserves the right to vary and develop the elements of the i-comparables.com service and to add or delete modules from time to time. i-comparables.com may alter the Licence Fee from time to time to reflect these changes.

 

7. Licence Fee and Payment Terms

 

7.1. The Licensee will pay the Licence Fee in the manner provided in the invoice together with value added tax or any other indirect tax payable with reference to the same.

7.2. The Licence Fee will be paid by the Licensee within 30 days of receipt of an invoice for the same from i-comparables.com.

8. Security

 

8.1. The Licensee must take all reasonable steps to protect the i-comparables.com material and the i-comparables.com service from unauthorised access by third parties.

 

9. Equipment

 

The Licensee shall be solely responsible for obtaining, operating and maintaining all necessary computer hardware and software.

 

10. Use of the Service

 

The Licensee uses the i-comparables.com service in exercise of the Licence at its own risk. Any use to which the Licensee puts information obtained from the i-comparables.com service shall be the responsibility of the Licensee which hereby indemnifies i-comparables.com from and against any loss, damage, or liability whether in contract, tort or for breach of statutory duty or otherwise which may arise directly or indirectly out of such use by the Licensee.

 

11. Limitation of Liability

 

11.1. Save for any claims for death or personal injury arising form the negligence of i-comparables.com the liability of i-comparables.com with reference to the provision of the i-comparables.com service whether in contract, tort or for breach of statutory duty or otherwise shall be limited to €1,000.

11.2. Under no circumstances will i-comparables.com be liable in contract or for breach of statutory duty or otherwise with reference to any matter arising directly or indirectly out of or relating to the Licence or the provision of the i-comparables.com service for any indirect, consequential, economic, incidental or punitive loss damage or liability, or for loss of profits, business, or data or for business interruption, or for loss of information or other pecuniary loss.

 

12. Force Majeure

 

i-comparables.com will not be liable for any failure to carry out its obligations under the Licence if and to the extent that such failure is due to force majeure which shall mean an event beyond the control of i-comparables.com including but not limited to war (declared or undeclared), acts of God, terrorism, earthquake, accident, explosion, fire, flood, civil commotion, abnormal weather conditions, acts of government or other agencies, industrial disputes and non-availability of material.

 

13. Confidential Information

 

The Licensee will keep confidential any information provided to it in connection with the Licence or the i-comparables.com service relating to i-comparables.com which is marked as confidential or which is clearly intended to be confidential and will provide the same degree of protection for this as it would for its own confidential information and will not copy or disclose the same to any third party except to the extent that this is expressly permitted under the Conditions or is necessary for its proper operation.

13.1. This obligation of confidentiality will not apply to confidential information which:

13.1.1. is already in the public domain;

13.1.2. becomes known from a third party without breach of this or any other obligation of confidentiality; or

13.1.3. is required to be disclosed by a court of law or any other competent tribunal, governmental or other authority or regulatory body.

 

14. Termination

 

14.1. Without prejudice to its rights or remedies under the Conditions, in law or in equity i-comparables.com shall have the right to terminate the Licence forthwith, or suspend the use of the i-comparables.com service, in the event that the Licensee:

(a) is in material breach of its obligations under the Conditions and such breach, provided that it is capable of being remedied, is not remedied within 30 days of a request so to do; or

(b) becomes insolvent, enters into liquidation whether voluntary or compulsory (other than for a solvent reconstruction or amalgamation), is unable to pay its debts as they fall due, has a receiver or an equivalent officer appointed in respect of any of its assets, is the subject of an administration order, enters into any arrangement with its creditors or makes a general assignment for their benefit, commits any act of bankruptcy, or ceases to carry on business in the ordinary course.

(c) fails to pay any monies due to the licensor within 7 days of a written reminder.

14.2. In the event of any termination or expiry of the Licence the Licensee will remain liable to i-comparables.com for all outstanding sums due to i-comparables.com for the use of the i-comparables.com service and will immediately cease to use the i-comparables.com service.

14.3. i-comparables.com will under no circumstances be liable to refund all or part of the Licence Fee in the event of the cancellation or termination of the Licence.

 

15. Consequences of Termination

 

15.1 Upon termination of the Licence the Licensee will at the request of the Licensor remove all i-comparables.com material from their systems.

 

16. Entire Agreement

 

16.1. The Conditions represent the entire agreement between the parties relating to its i-comparables.com service and the Licence and supercede any and all prior promises, representations, agreements, statements and understandings whatsoever which existed or may have existed between i-comparables.com and the Licensee other than those expressly incorporated in the Conditions. This clause will not exclude liability for fraudulent misrepresentation.

16.2. The provisions of the Conditions exclude and override any other provisions related to the i-comparables.com service which the Licensee might seek to impose upon i-comparables.com even if such other provisions are submitted in a later document or purport to exclude or override the Conditions.

16.3. The Conditions may only be amended by an agreement in writing signed on behalf of i-comparables.com and by an authorised person on behalf of the Licensee.

 

17. Waiver

 

Any delay or failure by i-comparables.com in exercising any right or remedy arising under the Conditions shall not constitute a waiver of such right or remedy.

 

18. Headings

 

The headings in the Conditions are included for reference purposes only and shall not be taken into account in its interpretation.

 

19. Severability

 

If any provision of the Conditions should be declared invalid by a court of law or other competent tribunal or governmental body then the remainder of the Conditions shall continue in full force and effect provided that they are capable of so doing.

 

20. Assignment

 

The Licence is personal to the Licensee and may not be assigned, sub-contracted, transferred, pledged, mortgaged or dealt with in any way whatsoever without the prior written consent of i-comparables.com. i-comparables.com may assign its rights and obligations under the Conditions to a direct or indirect subsidiary or holding company or tp purchaser of all or part of i-comparables.com's business.

 

21. Notices

 

Any notice to be given under the Conditions by either party to the other must be in writing and delivered by registered letter to the address shown in the Licence Pack (or such other address given for this purpose) and in the case of post will be deemed to have been delivered validly and effectively two working days after posting and in the case of other means of transmission will be deemed to have been validly and effectively given on delivery.

 

22. Governing Law and Disputes

 

This Conditions shall be governed by and construed in accordance with the laws of Spain and the parties submit to the jurisdiction of the Spanish Courts. This will not prevent i-comparables.com from pursuing a claim for breach of contract, copyright infringement or otherwise in respect of the Conditions, the i-comparables.com service or the i-comparables.com material in any other jurisdiction throughout the world.