TMC END USER TERMS
Access to and use of TMC’s services are subject to these End User Terms (“Terms”). By using TMC’s services, you accept these Terms on behalf of the organisation that you represent that is using TMC’s services (“Customer”). You warrant that you have authority to bind the Customer to these Terms.
| “Affiliate” | in relation to a company, that company, any company of which it is a subsidiary (its holding company) and any other subsidiaries of any such holding company and/or any person or entity under common with such company for the time being;
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| “Applicable Law” | means as applicable and binding on the Customer, TMC and/or the Services: (a) any law, statute, regulation, by-law or subordinate legislation in force from time to time to which a party is subject and/or in any jurisdiction that the Services are provided to or in respect of; (b) the common law and laws of equity as applicable to the parties from time to time; (c) any binding court order, judgment or decree; or (d) any applicable direction, policy, rule or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business;
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| “Confidential Information” | means all information of whatever nature disclosed (whether in writing, orally, in disk form, electronically or by another means and whether directly or indirectly) by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) whether before, during or after the date of this Agreement including, without limitation (i) the Disclosing Party’s products, services, reports, technical knowledge, know-how, methodology, intellectual property rights, data, drawings and other material, operations, processes, plans or intentions or strategies, product information, future products currently in development or about to be launched, design rights, trade secrets, market opportunities and business affairs, product costs and pricing qualities, payment terms, client details and customer account information; and (ii) (in the case of TMC) the software and the system and functionality and capability thereof, and (iii) any of the information referred to in (i) or (ii) of and/or relating to any subsidiaries or member of any group of the Disclosing Party;
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“Intellectual Property Rights”
| means and includes any or all of the following: all patents, rights in inventions, supplementary protection certificates, utility models, rights in designs, trademarks, service marks, trade and business names, logos, get up and trade dress and all associated goodwill, rights to sue for passing off and/or for unfair competition, copyright, moral rights and related rights, rights in computer software, rights in databases, topography rights, domain names, social media identifiers, handles or similar, rights in information (including know-how, methodology and trade secrets) and the right to use, and protect the confidentiality of, Confidential Information, and all other similar or equivalent rights subsisting now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, and rights to claim priority from, such rights for their full term;
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| “Reports” | means all reports produced in the performance of the Services and provided to the Customer;
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| “Services” | means the TMC EV Rates data analysis and output report provided by TMC to the Customer; and
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| “TMC” | means The Miles Consultancy Limited (company number 04679336).
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- SERVICES
- The Customer shall provide certain data to TMC in order for it to deliver the Services and Reports. If the data provided by the Customer to TMC is not sufficient for TMC to provide the Services and Reports (in TMC’s reasonable opinion), then TMC is under no obligation to provide the Services and Reports to the Customer.
- TMC may charge a fee for the Services and Reports and any such fee shall be notified and agreed by the Customer in writing in advance of the Services and Reports being provided.
- CONFIDENTIALITY
- Neither party shall use Confidential Information other than solely for the purposes of performing or receiving the Services and each party shall keep the Disclosing Party’s Confidential Information confidential and restrict access thereto to such of the Receiving Party’s employees, agents or Affiliates as need to know it for the purpose of the Services and as have been placed under confidentiality obligations and restrictions equivalent to those set out in these Terms.
- The Receiving Party shall (and shall procure that its representatives shall):
- not use or exploit the Confidential Information in any way except for the purposes of performing or receiving the Services;
- not use any of the Confidential Information for any commercial gain or advantage and will not directly or indirectly commercially exploit it or any part of it;
- not, in the case of the Customer, use any of the Confidential Information in order to implement similar solutions to those offered by TMC internally within its organisation or group without the involvement of TMC;
- not disclose it or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by these Terms;
- apply the same security measures and degree of care to the Confidential Information as the Receiving Party applies to its own confidential information.
- The Customer agrees and acknowledges that it will not use TMC’s Confidential Information to develop any products or services (either alone or with any third party either alone or so as to enable any third party to do so) which are the same, similar or of like or similar effect as any of the Services provided.
- INTELLECTUAL PROPERTY RIGHTS
- All Intellectual Property Rights in TMC’s Services and Reports and any subsequent developments thereto, shall belong absolutely to TMC.
- TMC hereby grants a non-exclusive, worldwide, royalty-free and perpetual licence to the Customer to use the Services and Reports strictly for the Customer’s internal business purposes and no other purpose.
- GENERAL
Governing law & Jurisdiction. These Terms and any disputes or claims arising out of or in connection with them or their subject matter or formation are governed by the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
