Last updated 26th February 2021
Note: Users simply signing up for the Free service level have no Access Fee and no Fee Schedule.
1.1 “Agreement” means these terms and conditions.1.2 “Access Fee” means the monthly fee (excluding any taxes and duties) payable by You in accordance with the Fee Schedule.1.3 “Applicable Law” means any legally binding obligation applicable to a party, including statutes, rules, regulations, codes, court rulings, or any other binding requirement.1.4 “Earth-i”, ”we”, ”us” or “our” means Earth-i Ltd., with its registered office at Northside House, 69 Tweedy Road, Bromley, Kent, England, BR1 3WA, with company number 08508188 and VAT number GB216813321.1.5 “Fee Schedule” means the information relating to trials, subscriptions and billing of the SAVANT Service.1.6 “Minimum Term” is defined in Section 184.108.40.206 “SAVANT Data” means data delivered through the SAVANT applications programming interface or user interface.1.8 “SAVANT Service” means the user interface provided at https://savant.earthi.world, the APIs connected with that system and all data and content provided through that system.1.9 “Exported Data” means SAVANT Data that is exported or downloaded from our systems.1.10 “Derived Data” means any data or information that is a result of or modification of, adaption, revision, translation, abridgement, condensation, compilation, evaluation, expansion, or any other recasting or processing of the SAVANT Data.1.11 “Services” means the services that we agree to provide to you, including the SAVANT Service.1.12 “Service Start Date” means the date on which services were first supplied under the Fee Schedule.1.13 “Service End Date” means the day on which services were last supplied under the Fee Schedule.1.14 “Term” is defined in section 220.127.116.11 “User” means an individual employed by your company that you have authorised to use the Services.1.16 “You” or “Customer” means the party whose details are registered in the SAVANT Service.
2. The Services: This Agreement governs your use of our Services and any information provided to you resulting from your use of those Services. The Services are subject to the terms of this Agreement.
2.1 Warranties and exclusions: We warrant that during the Term we will: (a) provide the Services with reasonable skill and care; (b) maintain all licences and permissions necessary to perform our obligations under this Agreement. We do not provide any warranty as to the fitness of the SAVANT Service or SAVANT Data for any particular purpose.2.2 No liability: We exclude all liability for the performance, functionality or the result of or use of the content of the SAVANT Service and the SAVANT Data.
3. Your use of the services:
3.1 Responsibility: You: (a) are responsible for your use of the Services and for your Users’ compliance with the online user guides, help and training materials, and your Users’ compliance with this Agreement (as if they were you); (b) will ensure that your use of Exported Data complies with Applicable Law; (c) will comply with any other existing agreements between you and Earth-i.3.2 Password protection: You are responsible for ensuring that any user IDs and passwords required for your Users to use Services are kept safe and confidential. You will promptly notify us upon discovery if the security of a user ID or password may be compromised.3.3 Restrictions: You will not: (a) sell, resell, license, sublicense, distribute, or otherwise make the Services (or the results of the Services) and / or the SAVANT Data and / or Derived Data from the Services available to anybody other than your User(s); (b) subject to Applicable Law, attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form any part of the Services; (c) use the Services or any SAVANT Data to violate Applicable Law, including Applicable Law about data protection, privacy, or information security; (d) communicate any material which is obscene, defamatory, offensive, or abusive via the Services; or (e) purposefully interfere with or disrupt the integrity or performance of our Services, including spamming, hacking, purposefully violating or circumventing our API rate limits, or similar activities.3.4 Removal of SAVANT Data: A licensor or Applicable Law may require us to remove SAVANT Data from our Services. In such cases, we will notify you of the impacted data and you will promptly remove the same Exported Data from your systems, whether during or after the Term.
4. Fees and payment for services
4.1 Fees: Fees are chargeable for the SAVANT Service as set out in your Fee Schedule. Should you upgrade or downgrade your account plan, your payment method will be charged for your new billing rate. At the time of your upgrade or downgrade, your prior account plan charges will be prorated based on the number of days under the prior account plan. Your payment method will then be charged at your new billing rate for the new subscription term thereafter. All payment obligations are non-cancellable, and all amounts paid are non-refundable. We do not provide refunds or credits for less than the Minimum Term of Services, or for a period when your account is open but you do not use our Services. We reserve the right to change our fees and billing methods upon 30-days’ notice. We will notify you of any fees changes by, for example, sending a message to the email address associated with your account, or posting on our Services or website. For existing contracts for which fees have been already received by us, we will implement the price changes during the next renewal period.4.2 Other services: Fees may be chargeable as agreed by the Parties from time to time.4.3 Invoicing: You will provide us with the information we reasonably require to invoice you. Either a direct debit payment will be established or an invoice for the Access Fee will be issued each billing period, in accordance with the details set out in the Fee Schedule. Earth-i or Marex Spectron will invoice You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 7. All invoices will be sent to You, or to a Billing Contact whose details are provided by You in the Fee Schedule or by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Access Fee.4.4 Payment Terms: The Access Fee must be paid within 30 days of the Invoice date.4.5 Late Payment: If you pay the fees late, we may charge you interest at 1.5% over the applicable base rate of our principal bankers compounded monthly.4.6 Taxes: Our fees are exclusive of legally applicable taxes, levies, duties or similar governmental assessments, including goods and services, value-added, and sales taxes (collectively, ”Taxes”). You agree to provide evidence of payment or exemption of taxes.
5. Confidential information
5.1 Confidential Information: ”Confidential Information” means any information that is disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) that is expressly marked as confidential or that a reasonable person under the circumstances would understand to be confidential. Our Confidential Information includes SAVANT Data, trade secrets, non-public copyrighted materials, our product roadmap, and this Agreement. Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) the Receiving Party knew prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) the Receiving Party independently developed.5.2 Strict confidence: From the effective date of this Agreement until two years after the end of the Term, each party will hold in strict confidence, and will not use other than for the purposes of performing its obligations under this Agreement and/or using or supplying the Services, all Confidential Information of the other party. Nothing in this section 5 prevents the Receiving Party from disclosing the Confidential Information of the Disclosing Party to its corporate affiliates, legal advisers, accountants, or other professional advisers where required (collectively, ”Permitted Recipients“), provided that (i) the party so disclosing will remain responsible for its obligations and for the Permitted Recipients’ use (and any disclosure) of the Confidential Information.
6. Intellectual Property
6.1 Our intellectual property rights: We, or our licensors, own all intellectual property rights in the Services and in the SAVANT Data. Except as expressly stated otherwise in this Agreement, no one is granted any rights to or interest of any kind in our intellectual property rights.6.2 Exported Data Licence: We grant to you a worldwide, non-exclusive, non-transferable, royalty-free, licence to use the Exported Data in accordance with this Agreement.6.3 Licence to use your feedback: You grant to us, and you undertake to procure that your Users grant to us, a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by you or your Users arising out of your use of the Services.
7. Term and termination
7.1 Term: The Term of this Agreement is the period as set out in the Fee Schedule, unless terminated earlier in accordance with this agreement.7.2 Minimum Term: The minimum term of this agreement is 12 months from the Service Start Date set out in the Fee Schedule, unless otherwise agreed on the service order form.7.3 Renewal: At the end of each Term, the Agreement will automatically renew for a further Minimum Term, unless either party terminates these Terms by giving at least one month’s advance written notice. If You elect to terminate these Terms by providing one month’s advance written notice, You shall be liable to pay all relevant Access Fees up to and including the day of termination of the current Term, unless otherwise agreed on the service order form. If the order form specifies that the service is for a trial, then this clause doesn’t apply and there is no renewal.7.4 Termination by either Party: Either Party may terminate this Agreement by written notice to the other party at any time if: (a) the other party is in material breach and, if remediable, the breach is not remedied within 30 days of being notified in writing of the breach; or (b) the other party begins bankruptcy proceedings or becomes the subject of a petition in liquidation or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.7.5Our termination rights: We may immediately suspend our performance or terminate this Agreement upon written notice if: (a) you breach any the clauses in section 3; (b) we have good faith concerns about your financial solvency; or (c) you fail to pay any fees by their due date and the default is more than 30 days.7.6 Accrued rights and liabilities and survival: Termination of this Agreement, however arising, does not affect the accrued rights and liabilities of the parties as at termination. The following sections survive termination of this Agreement: 1, 3.1, 3.4, 5, 6, 7, 8, 9, and 11.7.7 End of Agreement Data Handling: The Customer agrees that upon termination of this Agreement it shall erase, destroy, and render unreadable all SAVANT data, Exported Data and Derived Data and certify in writing that these actions have been complete within 30 days of the termination of this Agreement or within 7 days of the request by Earth-i, whichever shall come first.
8. Exclusions and limitations of liability
8.1 What the parties are liable for: Nothing in this Agreement excludes or limits a party’s liability for any liability that cannot be excluded or limited under Applicable Law (including fraud).8.2 Losses a party is never liable for: Subject to section 8.1, each party excludes all liability, whether in tort (including for negligence), breach of statutory duty, contract, misrepresentation, restitution, or otherwise, direct or indirect, whether foreseeable, known, foreseen, or otherwise, however arising, for any: (a) loss of revenue or profits (of any kind); (b) loss of goodwill; (c) loss of business; or (d) special, indirect, or consequential loss, costs, damages, charges, or expenses.8.3 Liability cap: Subject always to sections 2.2, 8.1, 8.2 and 11.11, Earth-i’s total liability, however arising, will under no circumstances exceed in aggregate, the greater of: (a) £30,000 or (b) 110% of the total amount of fees payable for our Services under this Agreement for the 12 months immediately preceding the date any first claim arose.
9. Mutual indemnities
9.1 When you indemnify us: You will indemnify us, our Affiliates, and our and their officers, directors, employees, and agents, against any Losses arising out of your breach (including a breach by your Users or any agency clients) of section 3.9.2 Indemnity process: An indemnity is subject to the indemnified party giving the indemnifying party prompt written notice of any claim and sole control to defend or settle the claim. The indemnified party will use its commercially reasonable efforts to mitigate its Losses.
10. Customer Support
10.1 Technical problems: Please contact us via the firstname.lastname@example.org/ email address for assistance.10.2 Service availability: Whilst Earth-i intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services may be unavailable to permit maintenance or other development activity to take place. If for any reason Earth-i has to interrupt the Services for longer periods than we would normally expect, Earth-i will use reasonable endeavours to publish in advance details of such activity on the service.
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