BUREAU VAN DIJK DATABASES SUB-LICENCE AGREEMENT
JISC SERVICES LIMITED (OPERATING AS JISC COLLECTIONS) (Company Number 2881024), a company limited by guarantee incorporated in England and Wales whose registered office is at One Castlepark, Tower Hill, Bristol BS2 0JA ("Jisc Collections")
OFFERS to you, the Sub-Licensee, the permission to access and use the Licensed Material on the terms and conditions as set out in this Sub-Licence. Upon completion of the Subscription Order and Acceptance Form (as hereafter defined) as part of the Jisc Collections Online Ordering Service your institution will become a non-exclusive Sub-Licensee of Jisc Collections.
Acceptance of this Sub-Licence will be by receipt of the Order Confirmation Email (Jisc Collections) (as hereafter defined) by Jisc Collections as part of the Jisc Collections Online Ordering Service. Acceptance shall be acceptance of all terms of this Sub-Licenceand no variation or counter offer will be accepted by Jisc Collections. In the event that no or partial compliance is made as to the manner or form described for acceptance, no sub-licence will be granted and this offer is deemed withdrawn.
BACKGROUND
1. Bureau van Dijk is a collection of business and financial information databases, including Fame, Amadeus, Orbis Europe, Orbis, Oriana, Orbis Bank Focus, Orbis Insurance Focus and Zephyr. They are offered as individual subscriptions or in combinations.
2.Bureau van Dijk and all intellectual property rights therein are owned by or duly licensed to Bureau van Dijk Electronic Publishing Ltd.
3. Jisc Collections has developed an online ordering service; the ‘Jisc Collections Online Ordering Service’, whereby nominated persons can place, order, and manage subscriptions online on behalf of their institution, which will be used in connection with this Sub-Licence.
4. By an agreement between Bureau van Dijk and Jisc Collections (the "Bureau van Dijk Databases" Licence Agreement), Jisc Collections is permitted to sub-license the access and use of Bureau van Dijk Databases to Sub-Licensees in accordance with the terms of this Sub-Licence.
JISC COLLECTIONS AND THE SUB-LICENSEE AGREE AS FOLLOWS:
1.DEFINITIONS
1.1In this Sub-Licence, the following expressions shall have the following meanings:
"Authorised User" / means an individual who is authorised by an Authorised Institution to have access to its information services (whether on-site or off-site) via Secure Authentication and who is- a current student of that Authorised Institutionwho is registered in the United Kingdom (including undergraduates and postgraduates);
- a United Kingdom-based member of staff (whether permanent or temporary including retired members of staff and any teacher who teaches Authorised Users registered in the United Kingdom);
- a United Kingdom-based contractor engaged by that Authorised Institution whose contract requires access to the Licensed Material;
- a Walk-In User
"Charges"
"Commercial Use" / means the charges as set out in Schedule 1.
means use of the Licensed Material for the purpose of monetary reward (whether by or for an Authorised Institution or an Authorised User) by means of the sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Material, or for university business processes (including Business Development, Marketing and Alumni Offices). For the avoidance of doubt, neither the Sub-Licensee Charge nor the recovery of direct cost by Authorised Institutions from Authorised Users, nor use by Authorised Institutions or Authorised Users of the Licensed Material in the course of research funded by a commercial organisation is deemed to constitute Commercial Use.
"Educational Purposes" / means use for the purpose of education, teaching, distance learning, private study and/or research.
"Jisc Collections Online Ordering Service" / means the online subscription ordering service developed by Jisc Collections. The Jisc Collections Online Ordering Service can be found at
"Licensed Material" / means the Sub-Licensee’s selection(s) from ‘Bureau van Dijk Databases’as further described in Schedule 2, ; and any associated Metadata supplied by the Publisher,.
"Metadata" / means the textual information that describes the creation, content, or context of a part of the Licensed Material (e.g. date of creation, subject matter, location of digital file, ownership).
"Order Confirmation Email (Institution)" / means the email to the Sub-Licensee, automatically generated by the Jisc Online Ordering Service after the Sub-Licensee has completed the Subscription Order and Acceptance Form, confirming that the Sub-Licensee has placed the order, the start and end date of the subscription period and that the Jisc Collections has agreed to the terms and conditions of the Sub-Licence.
"Order Confirmation Email (Jisc Collections)" / means the email to Jisc Collections, automatically generated by the Jisc Online Ordering Service after the Sub-Licensee has completed the Subscription Order and Acceptance Form, confirming that the Sub-Licensee has placed the order, the start and end date of the subscription period and that the Sub-Licensee has agreed to the terms and conditions of the Sub-Licence.
"Order Confirmation Email (Publisher)" / means the email to the publisher, automatically generated by the Jisc Online Ordering Service after the Sub-Licensee has completed the Subscription Order and Acceptance Form, confirming that the Sub-Licensee has placed the order, the start and end date of the subscription period and that the Sub-Licensee has agreed to the terms and conditions of the Licence.
"Publisher" / means Bureau van Dijk
"Secure Authentication" / means access to the Licensed Material by UK Access Management Federation compliant technology, Internet Protocol (“IP”) ranges or by another means of authentication agreed between the Publisher and Jisc Collections.
"Secure Network"
"Sub-Licensee" / means a network which is only accessible by Secure Authentication.
means the sub-licensee whose details are set out in the Subscription Order and Acceptance Form, which can be found at A sample copy of the form is attached hereto .and made a part hereof.
"Subscription Order and Acceptance Form" / means the form used by Jisc Collections as part of the Jisc Collections Online Ordering Service. A sample copy of the form is attached hereto in Annex 1. Once the completed form has been received by the Jisc Collections Online Ordering Service, the system automatically generates an Order Confirmation Email (Institution) to the Sub-Licensee, Order Confirmation Email (Jisc Collection) to Jisc Collections and an Order Confirmation Email (Publisher) to the Publisher repeating the information on the form regarding the name of the Sub-Licensee, the resource, the start and end date of the subscription period and confirming the date on which the Sub-Licensee accepted the terms and conditions of the Sub-Licence.
"Transaction Charge" / means the charge payable to Jisc Collections to cover the cost of the bank charges for organising the payments to the Publisher as further set out in Schedule 1.
1.2Headings contained in this Sub-Licence are for reference purposes only and shall not be deemed to be an indication of the meaning of the clause to which they relate.
1.3Where the context so implies, words importing the singular number shall include the plural and vice versa and words importing the masculine shall include the feminine and vice versa.
2.GRANT OF SUB-LICENCE
2.1The Sub-Licensee agrees to pay the Charges as set out in Schedule 1, in consideration of which Jisc Collections agrees to grant to the Sub-Licensee a non-exclusive sub-licence to access and use the Licensed Material and to allow Authorised Users to access and use the Licensed Material throughout the term of this Sub-Licence by Secure Authentication for Educational Purposes only.
3.PERMITTED USES
3.1This Sub-Licence permits the Sub-Licensee for Educational Purposes only to:
3.1.1supply to another library in the United Kingdom (whether by post, fax or secure electronic transmission provided the electronic file is deleted immediately after printing) a single paper copy of an electronic original of an individual document;
3.1.2provide single printed or electronic copies of single articles at the request of individual Authorised Users;
3.1.3display, download and print parts of the Licensed Material for the purpose of promoting or testing the Licensed Material or for training Authorised Users;
3.1.4make and distribute copies of training material as may be required for the purpose of using the Licensed Material in accordance with this Sub-Licence;
3.1.5mount and use Metadata in bespoke and commercially available library systems to manage library operations; and
3.1.6allow Authorised Users for Educational Purposes only to:
3.1.6.1 access the Licensed Material by Secure Authentication in order to search, retrieve, view and display the Licensed Material;
3.1.6.2electronically save parts of the Licensed Material;
3.1.6.3print out copies of parts of the Licensed Material;
3.1.6.4incorporate parts of the Licensed Material, in printed and electronic course packs to be used in the course of instruction and/or in virtual learning environments hosted on a Secure Network. Authorised Users must specify the title and copyright owner of the Licensed Material used in the course packs. Course packs in other formats, such as Braille, may also be offered to Authorised Users;
3.1.6.5incorporate parts of the Licensed Material, in printed or electronic form in assignments and portfolios, theses and in dissertations (“the Academic Works”), and to make reproductions of the Academic Works for personal use and library deposit. Reproductions of the Academic Works can be provided to sponsors of those Academic Works. Authorised Users must specify the title and copyright owner of the Licensed Material used in the Academic Works.
3.1.6.6publicly display or publicly perform parts of the Licensed Material as part of a presentation at a seminar, conference, or workshop, or other similar event;
3.1.6.7save and/or deposit in perpetuity parts of the Licensed Material in electronic repositories operated by the Licensee and/or by an Authorised User on a Secure Network. Access to and use of such repositories shall be limited to Authorised Users; and
3.1.6.8use the Licensed Material to perform and engage in text mining/data mining activities for academic research and other Educational Purposes.
3.2This Sub-Licence shall be deemed to complement and extend the rights of the Sub-Licensee and Authorised Users under the Copyright, Designs and Patents Act 1988 and the Copyright (Visually Impaired Persons) Act 2002 and nothing in this Sub-Licence shall constitute a waiver of any statutory rights held by the Sub-Licensee and Authorised Users from time to time under these Acts or any amending legislation.
4.RESTRICTIONS
4.1Except where this Sub-Licence states otherwise, the Sub-Licensee and Authorised Users may not:
4.1.1sell or resell the Licensed Material, unless the Publisher has given the Sub-Licensee or an Authorised User permission in writing to do so;
4.1.2remove, obscure or alter copyright notices, acknowledgments or other means of identification or disclaimers];
4.1.3alter or adapt the Licensed Material), except to the extent necessary to make it perceptible on a computer screen, or as otherwise allowed under this Sub-Licence. For the avoidance of doubt, no alteration of the words or their order is allowed;
4.1.4display or distribute any part of the Licensed Material, on any electronic network, including the internet other than by a Secure Network;
4.1.5use all or any part of the Licensed Material for any Commercial Use or for any purpose other than Educational Purposes; and
4.1.6provide access and/or allow use of the Licensed Material by anyone other than Authorised Users.
4.2This Clause will continue to apply after termination of this Sub-Licence for any reason.
5.RESPONSIBILITIES OF JISC COLLECTIONS
5.1Jisc Collections agrees to:
5.1.1use all reasonable efforts to ensure access and use of the Licensed Material in accordance with the provisions as laid down in this Sub-Licence;
5.1.2use all reasonable efforts to cause customer support services to be provided to the Sub-Licensee and to Authorised Users;
5.1.3pay any Charge(s) received from the Sub-Licensee to the Publisher by the date agreed between Jisc Collections and the Publisher;
5.1.4use all reasonable efforts to ensure that the Publisher will implement the industry standards as set out in Schedule 3;
5.1.5use all reasonable efforts that in the event that the Publisher withdraws from the Licensed Material any item or part of an item:
- for which the Publisher no longer retains the right to publish; or
- for which the Publisher has reasonable grounds to believe it infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable
the Publisher shall give written notice thereof to Jisc Collections. If the withdrawn or publicly available material represents more than ten per cent (10%) of the Licensed Material, Jisc Collections will use all reasonable efforts to ensure that the Publisher shall make a pro rata refund of the Charge to Jisc Collections. The refund will take into account the amount of material withdrawn or publicly available and the length of the subscription period remaining. Jisc Collections will pay the Sub-Licensee such refund received from the Publisher.
6.RESPONSIBILITIES OF THE SUB-LICENSEE
6.1The Sub-Licensee will:
6.1.1give passwords or other access information only to Authorised Users and use all reasonable efforts to ensure that Authorised Users do not give their passwords or other access information to anyone else;
6.1.2provide lists of valid IP addresses to Jisc Collections and update those lists on a regularly as agreed by the parties from time to time;
6.1.3use all reasonable efforts to ensure that only Authorised Users are permitted access to the Licensed Material;
6.1.4use all reasonable efforts to ensure that all Authorised Users are made aware of and undertake to abide by the terms of this Sub-Licence;
6.1.5use all reasonable efforts to monitor compliance with the terms of this Sub-Licence and notify the Publisher and Jisc Collections immediately and provide full particulars on becoming aware of any of the following:
(a) any unauthorised access to or use of the Licensed Material or unauthorised use of any of the Sub-Licensee's password(s); or
(b) any breach by an Authorised User of the terms of this Sub-Licence.
As soon as the Sub-Licensee is aware of any breach of the terms of this Sub-Licence, the Sub-Licensee further agrees promptly to fully investigate and initiate disciplinary procedures in accordance with the Sub-Licensee's standard practice and use all reasonable effort to ensure that such activity ceases and to prevent any recurrence; and
6.1.6comply with all computer security procedures required by Jisc Collections and/or a third party duly appointed by Jisc Collections and take all reasonable steps to ensure the security of the Licensed Material.
7.USAGE DATA
7.1The parties shall co-operate in gathering any data on usage of the Licensed Material that is available to them during the term of this Sub-Licence, and shall provide such data to each other upon request. Notwithstanding the foregoing, the parties shall neither assemble nor provide data from which an individual user could be identified.
8.CHARGES
8.1The Sub-Licensee will pay the Charges to Jisc Collections for the Sub-Licence in the amount and upon the terms as set out in Schedule 1.
8.2The Sub-Licensee will pay to Jisc Collections the Transaction Charge as set out in Schedule 1.
9.TERM AND TERMINATION
9.1The term of this Sub-Licence will commence upon the start date as set out in the Subscription Order and Acceptance Form (and subsequently in the Order Confirmation Email (Institution) and Order Confirmation Email (Jisc Collections) and will remain in full force and effect until the end date as set out in such Subscription Order and Acceptance Form, unless terminated earlier as provided for in this Clause 9.
9.2The Sub-Licensee may terminate this Sub-Licence at any time without cause on the second anniversary date as set out on the Subscription Order and Acceptance Form (and subsequently in the Order Confirmation Email (Institution)) by giving Jisc Collections sixty days’ notice prior to the anniversary date.
9.3Either party may terminate this Sub-Licence at any time on the material breach or repeated other breaches by the other of any obligation on its part under this Sub-Licence by serving a written notice on the other identifying the nature of the breach. The termination will become effective thirty days after receipt of the written notice unless during the relevant period of thirty (30) days the defaulting party remedies the breach.