Terms & Conditions (“the Conditions”) Innova Database for the provision of the Service:

1. DEFINITIONS
1.1 In these Conditions:

“Additional Service” means any service in addition to the provision of the Service requested by the Purchaser from time to time for which the Company is qualified to perform and which it may by agreement in writing perform, in addition to the Service.

“Authorized Users” means (a) in the case of the Service when provided in electronic format, one or more employees of the Purchaser or any and Sub- Contractor(s) of the Purchaser, as identified on the Contract, who (i) either have been issued with a password or other authentication by the Company, or have provided the Company with the IP address of each terminal from which access to the Service will be gained and (ii) physically report to and work at the Site or work at Remote Locations via a Secure Network, or (b) be employees of the Purchaser in the case of Services provided in print format.

“Conditions” means the standard terms and conditions for the provisions of the Service set out herein and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Company and the Purchaser.

“Consents” means any consent, licence, approval, permit or other authorisation whatsoever required prior to the use of the Service by the Purchaser.

“Content” means information comprised in the Service.

"Contract" means a contract in writing, governing the provision of the Service by the Company to the Purchaser, and containing amongst others such details as the name(s) and address(es) of the Purchaser, the consideration for the provision of the Service paid by the Purchaser to the Company and the Term or period of time during which the Company shall make available or licence the Service to the Purchaser. When these Conditions are appended to the Contract, then these Conditions shall form part of that Contract.

"Company" means Innova Database a company registered in the Netherlands.

“Intellectual Property” means, all data located on the Innova Database, patents, trade marks, service marks, registered designs, applications for any of the foregoing, trade and business names, unregistered trade marks and service marks, know-how, copyright, rights in designs, inventions, database rights, moral rights, rights under licenses and consents in relation to any such rights and rights of the same or similar effect or nature in any part of the world.

“Intellectual Property Rights” means all Intellectual Property used or required to be used by the Company and/or the Purchaser (as the case may be).

“Party” means the Company or the Purchaser.

“Purchaser” means the person(s), association, business, or incorporated company to which the Service is provided by the Company pursuant to the Contract.

“Remote Location” means a particular actual location(s), and not a Site, where a single Authorized User connects to or uses the Service neither among other Authorized Users nor employees of the Purchaser approved in writing by the Company, prior to access by any Authorized User to the Service from such location(s).

“Secure Network” means a network (whether a designated network or a virtual network on the internet) operated and regulated by the Purchaser, accessible to Authorized Users only with the prior approval of the Purchaser, requiring identity to be authenticated at the time of login and periodically thereafter consistent with then current best practice & procedure.

“Site” means the specific IP address by which the Purchaser identifies itself for the purposes of access to the Database at that Site, or more generally the actual location of the Purchaser as specified in the Contract.

“Sub-Contractor” means an independent contractor engaged by the Purchaser who (a) is approved in writing by the Company prior to accessing the Service, (b) is subject to obligations of confidentiality no less stringent than are placed upon the Purchaser under this Agreement, and (c) exclusively, only uses the Service on behalf of, and while providing services to the Purchaser.

"the Service" means the Company’s Database (“the Innova Database” or “the Database”) being an on-line internet based resource provided by the Company to the Purchaser, on execution of the Contract by both the Company and the Purchaser. The Database is sold to the Purchaser on a per slide basis and it is a means by which the Purchaser can search the Data contained therein.

2. APPLICATION AND TERM
2.1 These Conditions shall apply to and shall be incorporated in the Contract between the Company and the Purchaser for the provision of the Service unless otherwise specifically agreed between the Parties.
2.2 Subject to the Company obtaining requisite consents if any the Company shall provide the Service to the Purchaser for the term agreed between the Company and the Purchaser (the “Term”) under the Contract and thereafter until termination in accordance with the provisions in that regard contained herein.

3. ORDERS AND SPECIFICATIONS
3.1 The Purchaser shall be responsible to the Company for ensuring the accuracy of any information provided by it for inclusion in the Contract (including any applicable specifications) submitted by the Purchaser, and for giving the Company any necessary information required by it to perform the Service within sufficient time to enable the Company to perform the Service.
3.2 No Contract which has been signed and accepted by the Company may be cancelled by the Purchaser except with the agreement in writing of the Company and on terms that the Purchaser shall indemnify the Company in full against any and all loss (including without limitation loss of profit, costs, including the cost of all labour and materials used) damages, charges and expenses incurred by the Company as a result of such cancellation.
3.3 The Company reserves the right to make any changes in the specifications of the Service or to the data contained in the Database, which are required to conform with any applicable law or statutory requirement. The Company reserves the right to amend, vary, remove, increase or decrease the data on the Database at any time and without notice to the Purchaser save that the Database shall not be substantially transformed after the date of the Contract in such a manner as would result in the quality of the Service been significantly less than was provided to the Purchaser on entering into the Contract.
3.4 Any typographical, clerical or other error or omission in any sales or marketing literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3.5 In keeping with the Company’s IP entitlements and rights the Purchaser will:
(a) prior to entering into the Contract, make it best endeavours to provide the Company with all the IP addresses of the Licensee’s computers and/or networks where applicable, from which the Service may be accessed, in order to allow the Company to restrict access as required by the Company, to such IP addresses;
(b) upon receipt of notice in that regard from the Company, to immediately investigate the occurrence of any unusual downloading activity by any Authorized User, and immediately report back to the Company outlining in detail what had occurred.

3.6 The Purchaser will keep all records necessary to verify its compliance with this Contract. The Purchaser, upon receipt of reasonable notice, hereby grants the Company access to and the right to examine the Purchaser’s records relevant to this Contract.

4. CONSENTS
4.1 The Company shall obtain and maintain in compliance, with the reasonable assistance of the Purchaser, with all Consents if any and any conditions attaching thereto required by the Company and its personnel to perform the Service.

5. ADDITIONAL OBLIGATIONS
5.1 Prior to the Company providing access to the Database the Purchaser shall outline in writing to the Company, the individuals within their business that will have access to the Database and identify those individuals by IP address. The Purchaser is purchasing access to the Database in accordance with the terms of the Contract and it is not per se “purchasing the database”.
Accordingly, any downloading of the Database in whole or in part (save and except for information downloaded as a result of performing a search) by the Purchaser, by electronic means or otherwise, is strictly prohibited under these Terms and Conditions. For the duration of the Contract there shall be no limit on the number of searches that the Purchaser can perform on the Database.
5.2 Any data downloaded from the Database and then used by the Purchaser in a presentation or other form of dissemination must carry the Innova Database logo.
5.3 The Company shall provide the Service in accordance with the terms of the Contract and with reasonable care and skill. Provided however it is hereby acknowledged by the Purchaser that all descriptions and particulars furnished in quotations, price lists, literature or any other document issued by the Company are for the purpose of general information only and do not constitute a warranty or representation as to quality, performance, suitability for purpose, dimension, workmanship, freedom from defects or any other attribute. The Company reserves the right to make such changes from time to time in the specifications of its the Service as the Company sees fit.
5.4 Notwithstanding that the Company shall provide the Purchaser and/or its licensed sub- contractors, agents and respective personnel with access to the Database in order to avail of the Service, the Purchaser shall not be deemed to have been granted or to be entitled to any legal, equitable or other estate or interest in the Database by virtue of the access rights granted to the Purchaser hereunder. Save as set out herein the Company shall be responsible for ensuring the Database complies with all applicable laws relating thereto and shall be responsible for all costs related to or in connection with such compliance.
5.5 Upon receipt of any notice regarding any potential inaccuracy with the Service, the Company will make its reasonable efforts to
(a) investigate any such potential or actual inaccuracy and (ii), if necessary, rectify and correct any actual inaccuracy. To the extent that the Service permits such a commentary, the Company will provide a commentary regarding and clarifying the inaccuracy to the Purchaser and the Purchaser shall then attach the said commentary to the inaccuracy.
5.6 In using the Database, the Purchaser shall comply with any technical limitations in the Database-software that only allow one to use it in certain ways. The Purchaser shall not:
- work around any technical limitations in the Database-software;
- reverse engineer, decompile or disassemble the Database-software;
- use components of the Database-software to run applications not running on the software;
- make copies of the Database-software;

6. NON-SOLICITATION
6.1 Neither the Company nor the Purchaser shall solicit or offer employment or engagement to the other’s personnel, employees or sub-contractors who were involved in performing the Service hereunder without the other party’s prior written consent.

7. INTELLECTUAL PROPERTY
7.1 For the Term of the Contract the Company shall grant to the Purchaser a non-exclusive, non-transferable, non-assignable revocable licence (without the right to sub-licence) to use the information contained in the Database (and where required in that respect the Company’s IP) in order to conduct searches but for no other purpose. Under no circumstances shall the Purchaser be permitted to assign, sub-licence to or grant a sub-licence of the Service to any of the Company’s competitors. The licence may only be revoked by the Company in the event that the Purchaser breaches the provisions of the Contract or is in breach of these Terms &Conditions.
7.2 The Purchaser is authorised to use the Database for its own internal research purposes only, and may not publish, reproduce, transmit, or otherwise make available or sell any of its contents, whether in hard-copy, electronically transmitted or any other form except with the prior approval in writing of the Company.
7.3 Under no circumstance shall the Purchaser use data downloaded from the Database either in its own or in connection with other information so as to create a consolidated file to be offered online or in any other form of media to third parties.
7.4 The Purchaser shall take all necessary steps to ensure that any persons at the Site having access to or using the Database is made aware of the restrictions imposed by these Terms and Conditions and the Contract.
7.5 Save as otherwise provided herein, designs, drawings, specifications, instructions, manuals and other documents created, produced or commissioned by the Company and relating to the Database and to the carrying out of the Service and copyright therein and all Intellectual Property Rights that are owned by the Company (“Company IP”) are and shall remain the property of the Company.
7.6 Unless explicitly permitted under the terms of these Conditions, the Company disallows the Purchaser or any Authorized User to:
(a) systematically make copies, electronic or otherwise, of once-off or multiple extracts of the Content for any purpose.
(b) locate-on, input or distribute any Content on any electronic network or otherwise, including without limitation the internet and the world wide web, or publish, broadcast, or display any Content in public.
7.7 The Purchaser hereby indemnifies and holds the Company harmless against any and all liability, damage, loss, cost or expense directly or indirectly arising from or in connection with any actual unauthorised infringement of the Company’s Intellectual Property Rights or the use of the Database authorised hereunder to a maximum aggregate liability of €10,000,000-00.

8. PRICE
8.1 The price for the Service shall be the Company’s quoted price as stated in the Contract. All prices quoted are valid for 30 days only or until earlier acceptance by the Purchaser, after which time they may be altered by the Company without giving notice to the Purchaser.
8.2 The Company reserves the right to vary the price of the Service at any time before performance of the Service without notice if and to the extent that there is an increase in the price or cost of the Service to the Company by reason of an increase in the cost of materials, internet-usage, wages, transport or any variation in foreign exchange or by reason of any cause (whether or not of the same nature as the foregoing) beyond the control of the Company.
8.3 All prices quoted are exclusive of any applicable value added tax or any other similar taxation unless otherwise stated. The Company shall be entitled to charge and the Purchaser shall pay the Company all applicable value added tax (or such other taxes as shall from time to time by imposed by law) in respect of the Service provided at the rate prevailing at the time of completion of delivery of the Service under these Conditions. In the event of a dispute as to whether the Service undertaken have been completed the Company’s decision in respect thereof shall be final and binding on the Purchaser.
8.4 The Company shall to issue to the Purchaser an invoice in respect of all sums payable by the Purchaser to the Company on foot of the Contract, in each case on or in advance of the date upon which the relevant sum becomes due, and each such invoice shall be payable 28 days after the relevant due date.
8.5 If any amount due to the Company hereunder remains unpaid after the date on which it is payable, the Company shall be entitled to charge interest on such sum at a rate of 3% per annum above EURIBOR from that date until the date of actual payment, and to withhold any or all of the Service to be provided by the Company hereunder until such time as payment of the said sum and of the interest thereon is received by the Company.
8.6 Any indulgences as to time which are given on any particular occasion are not to be treated as a waiver of any rights under these Conditions. No time or indulgence allowed by the Company shall prejudice any rights or remedies which the Company has hereunder or otherwise.
8.7 Additional Services are subject to separate quotations which shall be submitted to the Purchaser for approval and will thereafter give rise to an additional Order and invoice provided however for the avoidance of doubt that such additional Orders shall be subject to these Conditions.

9. TERMINATION
9.1 The Contract and the provision of the Service by the Company pursuant thereto shall terminate on expiry of the Term unless the Parties otherwise agree (the “Termination Date”).
9.2 During the Term either Party may terminate the Contract and the provision of the Service if the other Party commits a material breach of its obligations and fails to remedy such breach within 30 days of receiving a written notice of default (“Default”) in which case termination shall take effect three months after receipt by the defaulting Party of a termination notice.
9.3 Each Order shall be terminated automatically (i) if the Company or Purchaser is dissolved or goes into liquidation, (other than for the purposes of an amalgamation or re-organisation not involving insolvency) or enters into any scheme of arrangement, receivership, or administration or commits any other act of insolvency or (ii) unless otherwise agreed by the Parties if the Database or any part thereof is compulsorily acquired.
9.4 Upon termination of the Contract by the Company due to the Purchaser’s Default the Purchaser shall pay to the Company all due but unpaid charges due in respect of the Service within 30 days of receipt by the Purchaser of an invoice from the Company setting out the amount due together with supporting documentation.

10. ASSIGNMENT AND SUB CONTRACTING
10.1 The Company may with the prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed, subcontract any part of the Service.

11. CONFIDENTIALITY
11.1 Each Party shall treat as strictly confidential and shall not disclose all or any information received or obtained as a result of entering into or performing the Contract which relates to the provision of the Service, relates to the other Party or any aspect of its business or operations or is clearly identified as being confidential.
11.2 Either Party may disclose information which would otherwise be confidential if and to the extent that it is:-
(i) required by law any law to which disclosure is subject provided that the disclosing Party has taken all practicable legal steps to prevent such disclosure, immediately notifies the other Party of the requirements and the terms thereof and reasonably co-operates to minimise the extent of the disclosure of the information;
(ii) required by any securities exchange or agency to which either Party or any of its affiliates is subject whether or not the requirement has the force of law;
(iii) as may be reasonably required by either Party to disclose in confidence to its shareholders, directors, auditors, bankers, financiers and legal, financial and other professional advisers;
(iv) that the information has come into the public domain through no fault of either Party; or
(v) that the other Party has given prior written approval to such disclosure (such approval not to be unreasonably withheld or delayed)
11.3 The restrictions contained in this Condition 11 shall continue to apply for 3 years after the Termination Date.

12. INDEMNITY
Generally, each Party to the Contract (“Indemnitor”) will, to the extent permitted by law and their insurers, indemnify, defend, and hold harmless the other Party from and against any and all claims, demands, complaints, or actions of third parties (including employees of the Parties) arising from or relating to the Contract (including personal injury, death, and property damage) to the extent caused or arising out of the violation of law, gross negligence, fraud, willful misconduct, or breach of the Contract by the Indemnitor. Further, in the event the Parties are jointly at fault or negligent, they will indemnify each other in proportion to their respective fault or negligence.

13. LIABILITY
Neither party will be liable under the Contract to the other party for indirect, special, exemplary, punitive, or consequential damages, including without limitation loss of goodwill and lost profits or revenue, whether or not such damages are based in contract, warranty, tort, negligence, strict liability, or otherwise (even if advised of the possibility of such damages), except for such damages arising from:
(a) fines or penalties;
(b) fraud or willful misconduct;
(c) any breach under the confidentiality provisions of the Contract;
(d) the Company’s indemnity obligations

14. PROPER LAW OF CONTRACT
14.1 Any contract to which these Conditions apply shall be governed by, and construed in accordance with the laws of England and in the event that court proceedings are required to deal with any dispute arising, then a court in England (where possible in London) shall have exclusive jurisdiction to hear and determine any dispute arising out of these Conditions.

15. WAIVER
15.1 The failure to exercise or delay in exercising a right or remedy under these Conditions shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this contract shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

16. SEVERABILITY
16.1 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision(s) in question shall not be affected thereby.

17. FORCE MAJEURE
17.1 The Company shall not be under any liability to the Purchaser in respect of any failure to carry out or delay in carrying out any of its obligations hereunder attributable to any cause of whatever nature outside its reasonable control. The Company shall notify the Purchaser promptly upon becoming aware of any such event.

18. NOTICES
18.1 Any notice to be given by the Purchaser to the Company shall be in writing and shall be sent to the Company at Marketing 22, 6921, RE Duiven, The Netherlands and shall be sent by recorded delivery post. Any notice to be given to the Purchaser shall be in writing sent to the Purchaser at the address stated in the Contract or at its usual or last known place of business and shall be sent by recorded delivery post. Any notice which is not returned to the sender as undelivered shall be deemed to have been given on the third day after the envelope containing same was so posted. Proof that the envelope containing notice or information was properly addressed and sent by recorded delivery post and that is has not been so returned to the sender shall be sufficient evidence that such notice has been duly given.

19. CUSTOMER SUPPORT
The Company will attempt to solve any problems with the Service via e-mail, fax or telephone contact. The Company does not warrant that the Purchaser’s access or usage of the Service will be uninterrupted.

20. EXCLUSIVITY
20.1 The Purchaser undertakes not to perform for itself, nor to negotiate or purchase the Service similar to the Service with or from any third party or perform the Service during the Term or use information gleaned from the Database during or at any time after performance of the Contract in order to provide the Service or a similar service.