SGS INSPIRE: Terms and Conditions

1. Definitions
“Customer” means the party who wishes to subscribe to SGS INSPIRE and who is named in the Invoice.
“Data” means the information we collect about you and your usage of the Website and Service Content to help the performance of the Website in accordance with the Subscription.
“Fair Use Policy” means the Agreement to not to use SGS INSPIRE for unlawful, fraudulent, criminal or otherwise illegal activities.
“SGS INSPIRE” means the content management system available through the SGS Website http://inspire.sgs.com with all the Service Content published therein.
“SGS Website” means the website through which SGS INSPIRE can be accessed.
“Live Date” means the date on which SGS INSPIRE is first made available to the Customer.
“Permitted Purpose” means the purposes described in these terms and conditions only.
“Privacy Notice” means the framework we operate to protect your private and company data.
“Product” means a subscription pack within SGS INSPIRE.
“Publisher” means SGS, as defined below, who publishes service content available to the Customer and Users.
“Service Content” means all the content published on the SGS Website, including and not limited to publications, reports, analysis, global fuel quality specifications, presentations which will be made available to the Customer on licence as stated in the Subscription.
“SGS” means SGS Germany GmbH.
“Subscription” means access to SGS INSPIRE together with the number of users permitted and number of years permitted within the subscription price from SGS.
“Subscription Price” means the price payable by the Customer to SGS for the Subscription as agreed by the Publisher and the Customer.
“User” means each user of the SGS INSPIRE service authorised by SGS to use it in accordance with these terms and conditions.
“Working Days” means all weekdays in Germany other than Saturdays, Sundays or statutory holidays.
2. Payment
2.1 The Customer shall pay the Subscription Price in accordance with the payment terms agreed between the Publisher and the Customer in a separate agreement. If payment is not received by SGS in accordance with the payment terms, SGS shall have the right to withhold all further supplies to the Customer and to restrict access to SGS INSPIRE and the Service Content until payment is received in full.
2.2 If any sum payable by the Customer to SGS is not paid in cleared funds by its due date, SGS shall be entitled to charge interest on the overdue amount at 3% above base rate from time to time. Interest will accrue on a daily basis from the due date up to the date of actual payment, after as well as before judgment.
2.3 All sums referred to are exclusive of tax or any similar sales or turnover tax (if applicable); such taxes shall be payable on the same payment terms as apply to the sums to which the taxes relate.
2.4 If SGS INSPIRE is licensed by reference to any of the criteria referred to in clause 5.1, and the numbers stated in the Invoice are exceeded, the Customer shall become liable to pay increased licence fees on the basis of the increased numbers.
2.5 The Customer acknowledges that due to the nature of the subscription process and the subsequent access to the Service Content, that no refunds will be offered at anytime over the subscription period. In exceptional circumstances, refunds could be offered, but only in conjunction with full permission from the copyright owner. Please email Ogc.Inspire.subscribe@sgs.com to enquire.
3. Ownership
3.1 All Service Content (and all intellectual property rights therein) made available on SGS INSPIRE shall at all times remain the title and property of SGS and the Customer shall not acquire any rights, title or interest in the same. The Customer shall not give, bargain, sell, assign, transfer, lend, part with the possession of or otherwise deal with or dispose of the Service Content or purport to do so.
3.2 All rights, title and interest (including the intellectual property rights) in SGS INSPIRE shall at all times be and remain the property of SGS and save as set out in this Terms and Conditions, the Customer shall not acquire any right, title or interest in the same. SGS reserves the right at any time to make changes to SGS INSPIRE without notice to the Customer.
3.3 The Service Content made available on SGS INSPIRE are not intended to be used as the sole basis for any business decision, and are provided by SGS, the accuracy and/or completeness of which it would not be possible and/or economically viable for SGS to guarantee. SGS therefore does not accept any liability, other than under clause 6.1, for:
3.3.1 any inaccuracy, incompleteness or other error in the Service Content; or
3.3.2 any failure of SGS INSPIRE to achieve any particular result for the Customer.
4. Term and Cancellation
4.1 This subscription with the Customer shall be for a minimum period of one-year commencing on the Live Date.
4.2 Thereafter the subscription shall continue for consecutive 12 month periods (each a “Subscription Year”) until terminated by either party in accordance with these terms and conditions.
4.3 The subscription may be terminated at the end of any Subscription Year by either party giving written notice to the other at least 30 working days before the end of the Subscription Year subject at all times to the conditions of clause 16 hereof.
4.4 Non-renewal of a subscription by either party is deemed as termination of that subscription.
5. Subscription Price (if applicable)
5.1 The Subscription Price will be determined by SGS for Customer as detailed in a separate agreement agreed between SGS and the Customer. If the Customer wishes to add additional users during the course of the Subscription Year and the Subscription Price is less than the price in force at the beginning of the Subscription Year, then the new Subscription Price will take effect only at the renewal of the next Subscription Year. No refund will be made.
5.2 If any change during a Subscription Year results in the Subscription Price being greater than the Subscription Price in force at the beginning of the relevant Subscription Year, then the new Subscription Price shall become immediately payable for the full Subscription Year, and SGS will issue a supplementary invoice to cover any increase.
5.3 SGS reserves the right to change the Subscription Price with effect from the start of any Subscription Year and will give written notice at least 30 days prior to the date of any such change.
5.4 The renewal invoice will constitute the “written notice” for this purpose and the terms of Clause 22 as regards first class recorded delivery will not apply to this particular notice.
5.5 The Customer can switch and swap Users within the licence to the limit of the licence permitted but must not exceed the limit.
6. Supply
6.1 SGS shall use reasonable skill and care in the provision of SGS INSPIRE and will use all reasonable care in the publishing of the Service Content.
6.3 SGS shall not be liable in respect of any failure to meet a specified delivery date for any reason. Delivery dates are estimates only and it is the responsibility of the Customer to notify SGS of non-receipt of the Subscription or any documents within the Subscription.
6.4 SGS does not warrant that access to SGS INSPIRE will be uninterrupted or error free and recommends for optimal performance of web browser to use the latest releases. as a minimum.
6.5 The Customer shall provide SGS with any information or assistance which the parties have agreed that the Customer shall provide in order for SGS to perform its obligations under these Terms and Conditions, and shall use all reasonable endeavours to ensure that any such information provided to SGS is complete, accurate and in the agreed format.
7. Covenants of the Customer
7.1 The Customer covenants:
7.1.1 not to copy (with the exception of the rights detailed in Clause 9), transfer, transmit, sell, license, lease, give, download, modify, publish, assign or otherwise reproduce, disclose or make available to others or create derivative works from any Service Content or any portion thereof, without the express prior written permission of the Publisher, unless specified differently in a separate agreement between SGS and the Customer.
7.1.2 not to use the SGS INSPIRE service to combine with any other information with the object of offering commercially it on line or in any manner to third parties;
7.1.3 not to access SGS INSPIRE from any device or location which has not been included in the number of SGS Website users given to SGS by the Customer in order to determine the price of the Subscription and as set out in the Subscription.
7.2 In relation to the Users, the Customer undertakes that:
7.2.1 the maximum number of Users that it authorises to access SGS INSPIRE shall not exceed the number of Users it has purchased from time to time, as shall be stated in a separate agreement between SGS and the Customer;
7.2.2 each User shall keep a secure password for his use of SGS INSPIRE and each User shall keep his password confidential and abide by the Fair Use Policy of the system;
7.2.3 independent of SGS INSPIRE, the Customer shall maintain a written, up-to-date list of current Users and provide such list to SGS within 5 Working Days of SGS’s request at any time or times;
7.3 The Customer shall not:
7.3.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a) and except to the extent expressly permitted under this Subscription, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of SGS INSPIRE (as applicable) in any form or media or by any means; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of SGS INSPIRE and the Service Content; or
(c) access all or any part of SGS INSPIRE in order to build a competing product; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make SGS INSPIRE available to any third party except the Users; without prejudice to the clause 9 or
(e) attempt to obtain, or assist third parties in obtaining, access to SGS INSPIRE other than as provided for under this clause 7.3.
7.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, SGS Inspire and, in the event of any such unauthorised access or use, promptly notify SGS.
7.5 The Customer shall not hold SGS liable for any responsibility in relation to the Service Content for any errors, omissions, defamatory or copyright infringing material and SGS disclaims any responsibility associated with relying on the information provided in SGS INSPIRE. SGS also disclaims all liability for any material contained in other websites linked to the Service Content or the SGS INSPIRE service.
7.6 The rights provided under these Terms and Conditions are granted to the Customer only, and shall not be considered granted to any subsidiary, joint venture or holding company of the Customer, unless specified differently between SGS and the Customer in a separate agreement.
8. Use of Service Content
8.1 The Customer may view and print a single copy of the Service Content contained in the Subscription for internal reference purposes only within the site on which such copy is made, subject to the exception described in Clauses 8.2 and 8.3 below. Such copy may not be filed to form part of any hard copy reference collection.
8.2 Where the Customer has a requirement to reproduce a piece of content or portions of content as part of its documentation for external use the necessary pages of the content may be reproduced and submitted provided a copyright notice is included. The Customer shall notify SGS of any such use.
8.3 For internal and archival purposes only, a paper copy may be attached to the Customer’s documentation and shall be considered a permanent part of that documentation.
8.4 Under no circumstances is the Customer permitted to reproduce all or part of any Service Content for external use or for use in any other site or group of sites, except as set forth in Clause 8.2 above.
8.5 The Customer may not remove any proprietary markings or electronic watermarks, including any copyrights and trademarks.
8.6 The above requirements are general requirements only and apply in addition to any specific terms and conditions which can be subject to a separate agreement between SGS and the Customer.
9. Licence to use SGS INSPIRE
9.1 SGS grants the Customer a non-exclusive, non-transferable licence to use SGS INSPIRE in accordance with these terms and conditions for the Permitted Purpose only.
9.2 The licence granted under Clause 9.1 will automatically expire on termination of Subscription for any reason.
9.3 The Customer agrees that it will:
9.3.1 use the SGS INSPIRE service for the Permitted Purpose only and in accordance with these terms and conditions and the Fair Use Policy;
9.3.2 not sell, transfer, sub-licence, distribute, commercially exploit or otherwise make available to, or use for the benefit of any third party SGS INSPIRE;
9.3.3 not (and will not allow any third party to) adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with SGS INSPIRE or the Service Content without the prior written consent of SGS or as otherwise permitted by law;
10. Data
10.1 The Customer, by using the service, consents that certain data is collected from them to support user access, security, experience, service enhancements and service performance.
10.2 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for SGS to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by SGS. SGS shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by SGS to perform Services related to Customer Data maintenance and back-up).
10.3 SGS shall, in providing the Services, comply with its Online Privacy Policy relating to the privacy and security of the Customer Data available at http://inspire.sgs.com
or such other website address as may be notified to the Client from time to time, as such document may be amended from time to time by SGS in its sole discretion.
10.4 SGS shall process personal data on the Customer's behalf when performing its obligations under this agreement and the parties record their intention that the Customer shall be the data controller and SGS shall be a data processor, and you may, for example, request us to provide you with a list and a description of this information, request us to amend any inaccuracies, or notify us that you do not consent to our continued use of this information by contacting us in the manner set out below. and in any such case:
10.5 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Client and the Authorised Users are located in order to carry out the Services and SGS's other obligations under this agreement;
10.6 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to SGS so that SGS may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
10.7 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
10.8 SGS shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time including the right to forget a Customer and remove their data from the Subscription and website. When a Subscription is cancelled or not renewed, unless otherwise instructed by the Customer, SGS will retain the Customer data for audit purposes over a period of 14 months, from the cancellation date, before removing the data in accordance with the Privacy Notice; and
10.9 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
11. Indemnity
11.1 The Customer shall be liable for and shall indemnify SGS against all or any of the following:
11.1.1 any loss caused by the Customer’s failure to perform its obligations in relation to these site terms and conditions;
11.1.2 any claims of third parties arising out of or relating to the use of the Service Content or the SGS INSPIRE service by the Customer or any Users in breach of these terms and conditions;
11.1.3 all liabilities relating to any loss or damage of whatsoever nature suffered by whosoever as a result of the use of the Service Content or SGS INSPIRE by the Customer or any Users in breach of these site terms and conditions.
12. Warranties
12.1 Save as set out in these terms and conditions, all warranties, conditions, representations or other implied terms relating to the suitability or the fitness of the Service Content or SGS INSPIRE for any particular purpose, to their accuracy or completeness, whether arising by reason of statute, common law or otherwise are hereby expressly excluded to the fullest extent permitted by law.
13. Liabilities
13.1 SGS’ liability to the Customer for any claim for breach of contract, negligence, breach of statutory duty, tort or other claim arising out of or relating to SGS INSPIRE shall be as follows:.
13.1.1 In respect of any claim resulting out of or relating to personal injury, death, fraudulent act or omission, fraudulent misrepresentation (including without limitation dishonesty, theft or conversion), wilful default, gross negligence caused by SGS, it’s directors, employees consultants or subcontractors no limit shall apply;
13.1.2 In respect of any other claim (including without limitation slight negligence), SGS’ total liability in respect of any one event or series of connected events shall be limited to Euro 100.000. SGS shall not be liable to the Customer for any indirect or consequential damages or losses in those cases.
14. Confidentiality
14.1 Each party shall and shall procure that its employees shall keep secret and confidential all business and trade secrets, know-how, specifications, processes, initiatives, methods of doing business, price lists and other confidential information and material disclosed by or obtained from the other (“Confidential Information”). Each party undertakes not to disclose the other’s Confidential Information to any third party other than its responsible employees to whom disclosure is in good faith necessary for the proper performance of their duties in connection with this Subscription.
14.2 The obligations of confidentiality under clause 13.1 above shall not apply to any information or material which:
14.2.1 was known to the recipient before its receipt from the disclosing party; or
14.2.2 is lawfully in the public domain other than by reason of breach; or
14.2.3 must be disclosed by law.
15. Force Majeure
15.1 SGS shall not be responsible for any failure to perform or delay in performance in whole or in part or for any loss, damage, injury or delay wholly or partly caused whether directly or indirectly due to unforeseen circumstances or circumstances beyond its reasonable control or which it could not have taken reasonable steps as shall be appropriate in the circumstances to avoid including but not limited to natural disasters, war, riot, embargoes, acts of civil or military authority, fire, flood, accidents, strikes and shortages of transportation facilities, fuel, labour, systems failures or materials.
16. Audit and Password Change
16.1 The Customer shall permit SGS on reasonable notice and during normal working hours to audit the Customer’s compliance with its obligations under these site terms and conditions in relation to the Fair Use Policy and use of the SGS INSPIRE service and the Service Content. In exercising this right, SGS shall:
16.1.1 observe the Customer’s procedures relating to the protection of Confidential Information of the Customer; and
16.1.2 take all reasonable steps to minimise disruption to the Customer’s business during such audit.
16.2 If any of the audits referred to in Clause 16.1 reveal that any password has been provided to any individual who is not a User, then without prejudice to SGS’s other rights, SGS shall be entitled to disable such access and shall not be obliged to enable any future access to any such individual.
16.3 If any of the audits referred to in Clause 16.1 reveal that the Customer has underpaid the Subscription Price payable to SGS, the Customer shall pay to SGS an amount equal to such underpayment as calculated in accordance with the prices set out in the separate agreement between SGS and the Customer (as amended from time to time) within 10 Working Days of the date of the relevant audit.
16.4 SGS reserves the right at any time in its sole discretion to force Users to change their passwords or take other security measures to protect the integrity of the service.
17. Termination
17.1 SGS shall have the right to terminate the subscription or suspend any access to INSPIRE summarily without compensation to the Customer in the event of any breach of any or all of the terms and conditions of this Subscription by the Customer.
17.2 SGS shall have the right to terminate this Subscription if SGS deems the Customer to be in competition with SGS. Upon termination of this Subscription for any reason:
17.2.1 the Customer shall immediately cease using the SGS INSPIRE service, the Service Content and cease using any data supplied under their Subscription;
17.2.2 the rights of SGS to be paid the Subscription Price in respect of the Subscription shall not be affected and the Customer shall pay to SGS the Subscription Price payable under the separate agreement between SGS and the Customer to the date of termination to the extent that it remains unpaid together with all costs, charges and expenses accrued and owing to SGS under these terms and conditions and the separate agreement between SGS and the Customer or incurred or sustained by SGS in enforcing any of the terms of these site terms and conditions;
17.2.3 these site terms and conditions which protect the proprietary rights of SGS, and the Publisher shall continue in force.
18. Non Assignment
18.1 These site terms and conditions and the licenses contained herein shall not be assigned by the Customer.
19. Entire Agreement
19.1 The parties agree that these terms and conditions supersede all previous communications whether oral or written between the parties. These terms and conditions and a separate agreement between SGS and the Customer constitute the entire terms between the parties for the supply and access to the SGS INSPIRE service.
19.2 These site terms and conditions shall have precedence in all circumstances over any other terms and conditions of the Customer unless expressly agreed in writing between the Customer and SGS. SGS will not be deemed to have accepted any changes to these terms and conditions with the Customer unless expressly agreed in writing by SGS to the Customer.
20. Waiver
20.1 No waiver by SGS of any breach of any of these site terms and conditions by the Customer shall be considered a waiver of any preceding or subsequent breach of the same or any other provision. For a waiver to be valid it must be in writing and signed by an authorised representative of the party granting the waiver.
21. Illegality and Unenforceability
21.1 If any provision of these site terms and 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 site terms and conditions and the remainder of the provision in question shall not be affected thereby and shall be enforceable.
22. Variation
22.1 For any variation or amendment of these site terms and conditions to be valid, it must be approved in writing and signed by authorised representatives of each party.
23. Law and Jurisdiction
23.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of Germany exclusive of any rules with respect to conflict of laws and the parties hereby submit any dispute to the exclusive jurisdiction of the courts of Hamburg, Germany in the event of any dispute arising out of or in connection with SGS INSPIRE.
24. Headings etc.
24.1 Words contained in these site terms and conditions importing the plural meaning shall where the context so admit include the singular meaning and vice versa, and headings used in these site terms and conditions are for reference only and do not form part of these site terms and conditions.
25. May 2018
SGS INSPIRE Fair Usage Policy
The following Policy relates to your use of our SGS INSPIRE only. It is designed to make sure we can give you a Service that protects third party copyright and remains fast and reliable.
You must make sure that any use of the SGS INSPIRE, by yourself or anyone else within your organization, complies with this Policy. If you (or anyone else using the SGS INSPIRE via your account) breach this Policy, we may:
(a) give you a notice to stop or moderate the unacceptable use(s); or
(b) terminate or suspend your Service, with or without notice as we consider appropriate, under the Terms and conditions.
This Policy is in addition to the Terms and Conditions for the SGS INSPIRE provided under the SGS Subscription Agreement (the ‘Subscription’). Terms which are not defined in this Policy will have the meaning set out in the Terms and conditions. If there’s any inconsistency between the Policy and the Terms, the Policy will prevail.
1. How to use the Fair Use Policy
1.1 You must not use the SGS INSPIRE for:
(a) unlawful, fraudulent, criminal or otherwise illegal activities;
(b) sending, receiving, publishing, posting, distributing, disseminating, encouraging the receipt of, uploading, downloading or using any material which is offensive, abusive, defamatory, indecent, obscene, unlawful, harassing or menacing or a breach of the copyright, trademark, intellectual property, confidence, privacy or any other rights of any person;
(c) sending or uploading unsolicited emails, advertising or promotional materials, offering to sell any goods or services, or conducting or forwarding surveys, contests or chain letters,
(d) knowingly or negligently creating, transmitting, storing, publishing or uploading any electronic material (including, without limit, files that contain viruses, corrupted files, Trojans or any other similar software or program) which is known or likely to cause, interrupt, damage, destroy or limit the functionality of any computer software, hardware or telecommunications equipment owned by us or any other Internet user or person;
(e) activities that invade another’s privacy, cause annoyance, inconvenience or needless anxiety to any person;
(f) activities that are in breach of any other third party’s rights, including downloading, installation or distribution of pirated software or other inappropriately licensed software, deletion of any author attributions, legal notices or proprietary designations or labels in any file that is uploaded, falsification of the origin or source of any software or other material;
(g) anything that may disrupt or interfere with our SGS INSPIRE or Service or cause a host or the network to crash;
(h) launching ‘denial of service’ attacks; ‘mailbombing’ attacks; or ‘flooding’ attacks against a host or network;
(i) granting access to the SGS INSPIRE to others not located at the premises at which the Services are connected, or, in any way reselling or re-providing the Services to third parties;
(j) making excessive use of, or placing unusual burdens on, the network, for example by sending or receiving large volumes of download requests or print requests; or
(k) circumventing the user authentication or security process of a host or network.
2. How to keep secure profiles
2.1 You are responsible for ensuring that security information remains confidential, so that the network cannot be used by any unauthorized person.
2.2 The security information includes, but is not limited to, information controlling access to:
(a) any equipment, computer hardware systems or networks;
(b) any computer software or applications; or
(c) any other services accessed by you in the use of either of the above.
2.3 You shall not disclose any security information to any third party, or use the same for any purpose connected with the improper use of the network including accessing or attempting to access other parts of the services for which you do not have access rights.
2.4 You’re responsible for taking all reasonable steps necessary to prevent a third party obtaining access to the network.
2.5 If you share access with others (for example, your associate sites at different locations) any downloads they make will be counted as your use and count towards any monthly download allowance or excessive usage.
3. What about usage by employees?
3.1 The SGS INSPIRE has certain controls to prevent misuse by employees;
(a) document downloads are limited in a period to help prevent against the theft of the licenced information and;
(b) the same document cannot be usually downloaded more than 5 times in a 5 minute period to help prevent against a denial of the service being performed and;
(c) reporting dashboards highlight the number of times a user accesses the service, views documents, downloads items or orders items.
4. How do we help measure your usage?
4.1 We monitor your usage every week. We can provide reports on usage of the SGS INSPIRE for information and administration purposes to support any resolution to any breeches within this Policy. These reports are protected under our Data Protection Policy and will not be shared with any other organization or other commercial parties.
5. Joining the Discussion Board or Community tools (if applicable)?
5.1 We monitor the Discussion Board in SGS INSPIRE. Any abusive, defamatory, indecent, obscene, unlawful, harassing or menacing comments will be removed and the person posting the information may have their access rights terminated under the terms of these Terms and Conditions (‘Subscription’).
5.2 SGS makes the final decision on terminating user’s access rights. No refunds are offered on any termination of access rights (‘Subscription’).
This Policy is correct as at 1st January 2018