Terms and Conditions for Purchase of Research Credits

1. Introduction

Introduction

These Terms and Conditions ("Terms") govern the purchase and use of research credits ("Credits") for accessing and using datasets and other content (together, “Content”) on the Demeter Publishing Limited ("Demeter") platform or when Content is shared directly with the customer. By purchasing Credits, you agree to be bound by these Terms, which outline the rights and responsibilities of both parties and aim to ensure a clear understanding of the scope of services provided by Demeter.

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2. Use of Content

2.1. Permitted Use: Content accessed through the redemption of Credits is primarily for the customer’s internal use. Redistribution, resale, or sharing of Content with third parties is generally prohibited without prior written consent from Demeter. However, customers may share Content where such sharing is a normal and unavoidable part of their business operations, such as reporting to external stakeholders, and where the form in which the Content is shared cannot reasonably be considered a direct substitute or in any way equivalent to receiving access to such Content from Demeter itself. All such sharing must ensure that the integrity of the Content is maintained and comply with any specific guidelines provided by Demeter. In all cases, unauthorized sharing will constitute a material breach of these Terms.

2.2. Ownership: All Content provided through the platform remains the intellectual property of Demeter to the extent that Demeter owns or has rights to it. Customers are granted a perpetual, non-exclusive license to use the Content for internal analysis, strategic planning, or other operational purposes, provided such use complies with these Terms. This license allows customers to modify and make additions to Demeter’s Content. However, if sharing modified Content with third parties in instances such as those outlined in 2.1 above, customers must clearly indicate that modifications or additions have been made to the original Content.

2.3. Prohibited Claims: Customers explicitly agree not to assert any intellectual property rights over Content obtained from Demeter. Unauthorized claims or misrepresentations of ownership or originality of the Content are strictly forbidden.

 

3. Accuracy and Updates

3.1. Accuracy Disclaimer: Demeter endeavours to ensure that all Content is accurate, comprehensive, and up-to-date. However, due to the inherent limitations of sourcing data and other information from public, private, or third-party channels, Demeter does not guarantee the accuracy or completeness of any Content. Customers acknowledge that Content may contain errors, omissions, or inconsistencies.

3.2. No Obligation to Update: Once provided, Content is offered "as is," with no obligation for Demeter to update or revise the Content, even in the event of new developments or corrections. Customers are responsible for verifying the currency and relevance of the Content to their specific needs.

3.3. No-Reliance Basis: All Content is provided on a strictly no-reliance basis. Customers are advised to independently assess the information provided and consult qualified professionals or advisers before making business, financial, or operational decisions based on the Content. Demeter shall not be held liable for decisions made solely on the basis of Content provided.

 

4. Purchase and Use of Credits

4.1. Non-Refundable and Non-Transferable: Credits purchased through the platform are non-refundable and non-transferable under any circumstances. However, Credits do not expire and remain valid for use indefinitely, subject to the terms outlined herein.

4.2. New Content Requests: Customers may use Credits to request new Content. Demeter commits to the following process:

• Informing the customer within 48 hours of receiving the request regarding the intended scope of delivery, the credit price of the new Content, and providing an indicative timeline for fulfilment.

• Making best efforts to deliver the requested Content within the agreed-upon timeline.

• In cases where Demeter cannot fulfil the full scope of the request, a proportional adjustment to the Credits redeemed may be offered. However, no price adjustments or refunds will be granted for delays beyond the indicative timeline.

 

5. Liability

5.1. Limitation of Liability: To the fullest extent permitted under English law, Demeter’s liability for any claim arising from the use of Credits or Content is limited to the amount paid by the customer for the Credits in question.

5.2. Exclusion of Indirect Losses: Demeter is not liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, loss of data, or business interruption, arising from the use of Content or Credits, even if Demeter has been advised of the possibility of such damages.

 

6. Termination

6.1. Breach of Terms: Demeter reserves the right to suspend or terminate a customer’s access to the platform and Credits without notice if the customer breaches these Terms, including but not limited to unauthorized sharing of Content or non-compliance with payment obligations.

6.2. Non-Payment: Failure to settle any outstanding invoices within the stipulated timeframe will result in the suspension of access to Credits and other services. Continued non-payment may result in permanent termination of access.

 

7. Dispute Resolution

7.1. Arbitration: Any disputes arising out of or relating to these Terms, including their interpretation, validity, or enforcement, shall be resolved through arbitration conducted in London under the rules of the London Court of International Arbitration (LCIA). The decision of the arbitrator(s) shall be final and binding on both parties.

 

8. Governing Law

8.1. These Terms are governed by and construed in accordance with the laws of England. Customers irrevocably submit to the exclusive jurisdiction of the English courts for any disputes not resolved through arbitration.

 

9. Privacy

9.1. Demeter collects and processes personal data from customers as necessary to provide the services outlined in these Terms. Such data will be handled in compliance with Demeter’s Privacy Policy, which is available on the platform and outlines the customer’s rights and Demeter’s obligations under applicable data protection laws.

 

10. Miscellaneous

10.1. Entire Agreement: These Terms represent the entire agreement between the parties concerning the purchase and use of Credits. No other agreements, whether oral or written, shall have any binding effect unless explicitly incorporated into these Terms.

10.2. Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

10.3. Amendments: Demeter reserves the right to modify these Terms at any time. Customers will be notified of material changes, and continued use of the platform constitutes acceptance of the revised Terms.

10.4. Force Majeure: Demeter shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, governmental actions, or power outages.

 

For any questions, concerns, or clarifications regarding these Terms, please contact Demeter at info@demeterdata.ag.

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Last modified: 2nd December 2024