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Free Zone Monitor

Terms & Conditions

​​WORLD FZO agrees to grant Subscriber's Users the right to use the FREE ZONE MONITOR (as defined in this Agreement) on the Terms and Conditions set forth below;

By accepting the Form the contracting party (the "Subscriber") accepts the Terms and Conditions set forth herein.

 

 

  1.    DEFINITIONS

In this Agreement and in these Terms and Conditions, the following terms shall have the following meanings:

Agreement": the entire agreement between WORLD FZO and the Subscriber as set forth in the Form and these Terms and Conditions.

"Form": the form, signed and dated on behalf of the Subscriber, accepting these Terms and Conditions, and which specifies, inter alia, the price, format and level of access to FREE ZONE MONITOR, details and locations of Users, and year for the initial Subscription Period.

"User": an individual employee of the Subscriber or any of its Subsidiaries, who is authorised by the Subscriber to use the FREE ZONE MONITOR.

"FREE ZONE MONITOR": the software of WORLD FZO, named "FREE ZONE MONITOR" including the information and services arising from the software. The software includes, but is not limited to information such as data, reports and analysis services. The software enables the User to benchmark, rank and compare different Free Zones around the world. The results of a comparison will be supplied to the User in a Report via the Website and may be exported by the User to a Word and Excel format.

Report": consultancy style reports prepared by theFREE ZONE MONITOR and/or standard reports being the online reports (with no commentary) that can be downloaded from www.fzmonitor.com.

"Subscription Period": the initial subscription calendar year and any continuation thereof following the initial subscription period.

"Subsidiary": any corporate entity in which Subscriber owns or controls, directly or indirectly, the majority of the issued share capital of that corporate entity and over which it exercises effective control.

"Website" FREE ZONE MONITOR web sites (www.fzmonitor.com) and other sites as may be advised by WORLD FZO from time to time.

 

 

  1. FREE​ ZONE MONITOR

    1. Subject to these Terms and Conditions, WORLD FZO hereby grants to the Subscriber and its Users a non-exclusive, non-transferable, non-sublicensable, non-assignable right to use the FREE ZONE MONITOR pursuant to the Terms and Conditions of this Agreement.

    2. WORLD FZO retains control and ownership of the form and content of the FREE ZONE MONITOR.  Neither the Subscriber nor the Users will acquire any ownership rights in the FREE ZONE MONITOR, and the Subscriber nor its Users shall alter the look and feel or content of the FREE ZONE MONITOR without the written permission of WORLD FZO

    3. WORLD FZO may alter the look and feel and content of the FREE ZONE MONITOR from time to time.  The information contained in the FREE ZONE MONITOR is either licensed from third party information providers or is proprietary to WORLD FZO.  Should any licence agreement with an information provider be terminated or suspended for any reason then the information supplied by that information provider may be withdrawn from the FREE ZONE MONITOR.

    4. WORLD FZO shall use all reasonable endeavours (i) to ensure that its server has adequate capacity and bandwidth to support Subscriber's usage of the FREE ZONE MONITOR at a level commensurable with the standards of availability for information services of similar scope operating via the world wide web, as such standards evolve from time to time during the Subscription Period(s); and (ii) to have the FREE ZONE MONITOR available to the Subscriber and its Users at all times, save for routine maintenance and to restore access to the FREE ZONE MONITOR as soon as possible in the event of an interruption or suspension of the FREE ZONE MONITOR.

     

     

  2. PERMITTED USES OF THE FREE ZONE MONITOR

    1. ​The licence granted above to the Subscriber and its Users is limited to:
      1. access the FREE ZONE MONITOR;
      2. display, review, print or download Reports for own use;
      3. print off single copies of (selections of) Reports with the source and name and/or logo of WORLD FZO clearly identified and credited.

    2. For the avoidance of doubt, the licence granted above does not allow the Subscriber or any User to:
      1. ​​​remove, conceal or alter any name and/or logo of WORLD FZO, trade mark, copyright notices or other means of identification or disclaimers as contained in the FREE ZONE MONITOR or Report(s) or any (hard) copies thereof;
      2. reproduce, distribute, display, sell, publish, broadcast or circulate the Report(s) to any third party, to exploit commercially the (information contained in the) Report(s), nor make the Report(s) available for any such use;
      3. systematically make copies, electronic or otherwise, of multiple extracts of the Report(s) for any other purpose than Subscriber's own use in the course of its business;

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  3. WARRANTIES

    1. ​​WORLD FZO​ shall make reasonable efforts to ensure:
      1. FREE ZONE MONITOR
      2. FREE ZONE MONITOR does not contain any computer virus.
      Except as specified in this Agreement, all express or implied representations, warranties, conditions and undertakings are excluded.  This Agreement gives neither the Subscriber nor its Users any rights against third party information providers with respect to use of or reliance by the Subscriber and/or any User upon information contained in the FREE ZONE MONITOR or there from retrieved Report.

    2. ​​WORLD FZO does not warrant that the information contained in the FREE ZONE MONITOR and/or Reports retrieved  there from, is true and accurate. The Subscriber shall indemnify WORLD FZO and, where relevant, any third party information provider or supplier, for any loss or damage suffered arising out of any use of the FREE ZONE MONITOR, the information therein contained or Reports there from retrieved.

    3. WORLD FZO will use all reasonable endeavours to ensure that the FREE ZONE MONITOR will perform in all material respects in accordance with any WORLD FZO user guide that is available to the Subscriber.  In the event of any failure of the FREE ZONE MONITOR, WORLD FZO's obligation shall be limite​d to using its reasonable efforts to remedy any deficiencies in the affected part of the FREE ZONE MONITOR. WORLD FZO shall not be liable for any consequential, economic or other direct or indirect loss or damage (including but not limited to any damages payable to a third party, loss of profits, loss of data or wasted resources) suffered by the Subscriber. The foregoing exclusions and limitations of liability shall not apply in the case of death or personal injury nor in the case of third party claims against the Subscriber for copyright infringement nor for the misuse, removal or alteration of the licensee's logos or service marks.

    4. The Subscriber agrees that the FREE ZONE MONITOR and the there upon based services are provided "as is"; WORLD FZO makes no representation or warranty with respect to the accuracy, completeness, or correctness of the information contained in the FREE ZONE MONITOR and/or Reports; and WORLD FZO specifically disclaims any other warranty, express or implied or statutory, including any warranty of satisfactory quality or fitness for a particular purpose. WORLD FZO shall not be liable on account of any such errors, omissions, delays, or losses. The Subscriber agrees that in no event will WORLD FZO be liable for the results of the Subscriber's use of the FREE ZONE MONITOR, the Subscriber's inability or failure to conduct its business, or for indirect, special, consequential, or exemplary damages (even if advised of the possibility of such damages) arising from the use of or inability to use the FREE ZONE MONITOR, such as, but not limited to, loss of revenue, anticipated profits or business, or the cost of procuring substitute services.

    5. The Subscriber shall notify WORLD FZO in writing immediately and exclusively at any time the Subscriber believes it may have discovered a potential or actual error(s) in any of the information contained in the FREE ZONE MONITOR and/or Report. Upon receipt of any such written notice from the Subscriber, WORLD FZO will use all reasonable efforts to (i) investigate any such potential or actual error(s), and (ii) if necessary, rectify and correct any such error(s) so discovered.

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  4. INTELLECTUAL PROPERTY RIGHTS

    1. The Subscriber hereby acknowledges WORLD FZO (and in the case of hosted information, that of the provider of the hosted information services) ownership of any intellectual property rights (including all patents, trade marks, copyrights, database rights, confidential information, licences whether implied or express, trade secrets and knowhow) that are utilised by WORLD FZO and the providers of the hosted information services in connection with the provision of the FREE ZONE MONITOR (the "Intellectual Property Rights").

    2. In order to safeguard the Intellectual Property Rights, the Subscriber shall:
      1. ensure that only its Users are permitted access to the FREE ZONE MONITOR;
      2. issue passwords or other access information only to its Users, and ensure that its Users do not divulge their passwords or other access information to any third party, including when Users leave the employ of the Subscriber;
      3. to the extent practicable, immediately on becoming aware of any unauthorised use of the Services or other breach of the Terms and Conditions, inform WORLD FZO in writing and take all appropriate steps to ensure that such activity ceases and to prevent any recurrence;
      4. Investigate immediately upon WORLD FZO emailed notice to Subscriber the occurrence of any unusual downloading activity by any User(s) and to provide the outcome and details of Subscriber's investigation to WORLD FZO

    3. WORLD FZO shall indemnify the Subscriber against any direct loss or damage suffered by the Subscriber arising out of any third party claim or action that the FREE ZONE MONITOR infringes the copyright of such third party, except for any claim or action arising out of a breach of this Agreement by the Subscriber or its Users.  The Subscriber agrees that if any such claim is made by a third party then the Subscriber will promptly notify and co-operate with WORLD FZO, and WORLD FZO shall at its request be given control of such action by granting WORLD FZO a power of attorney.  Other than in respect of information proprietary to WORLD FZO, the indemnity in this clause shall be limited to the extent that WORLD FZO may recover from its information providers.

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  5. TERM AND TERMINATION

    1. The term of this Agreement is specified in clause 2.

    2. Either party may terminate this Agreement by serving written notice at any time during the period of three (3) months prior to the period in which the then current Subscription Period ends.

    3. Without prejudice to any rights of either party, this Agreement may be terminated if the non-defaulting or solvent party gives written notice to the other in the following circumstances:
      1. in the event of a party committing any breach of this Agreement which is remediable and not remedied within thirty (30) days of written notice from the other party requiring such remedy;
      2. immediately on written notice being given by a party if the other party commits any breach of this Agreement which cannot be remedied or repeats any breach as has previously been the subject of a notice.

    4. In addition to the above, parties may terminate this Agreement with immediate effect, in whole or in part, by written notice to the other party in the event that:
      1. the other party ceases to pay its debts, becomes insolvent or an order is made or a resolution is passed for the liquidation, administration, winding up or dissolution of the other party (other than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed to administer all or any substantial part of the assets of the other party or the other party requests for a moratorium, enters into or proposes any composition or arrangement with its creditors generally, or anything analogous to the foregoing arises in any applicable jurisdiction
      2. the other party terminates its business
      3. WORLD FZO, if WORLD FZO establishes to its discretion that Subscriber or any of its Users has made misuse of the FREE ZONE MONITOR.

    5. On the date of termination WORLD FZO shall immediately block all access by the Subscriber and its Users to the FREE ZONE MONITOR. Upon termination, Subscriber shall ensure that its Users delete all information that has been saved from the Services.

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  6. CONFIDENTIALITY

    1. Each of the parties warrants that all of the information received by the other party which is known to be or should be known to be confidential in nature, shall remain secret and be kept confidential, unless a legal obligation mandates disclosure of that information. The party receiving confidential information shall only use it for the purpose for which it has been provided. Information shall in any event be considered confidential if it is designated by either of the parties as such. In particular, each party acknowledges that this Agreement as well as all the information contained in the FREE ZONE MONITOR, are confidential.

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  7. GENERAL

    1. The number of Users and other relevant details of use of the FREE ZONE MONITOR may be amended by written notice signed by both parties confirming the relevant amendment and the inclusion of any additional schedule.

    2. Any notices to be served on either of the parties by the other shall be sent by registered post or email to the contact address as set out on the Form, or to such other address as notified by either party to the other as its address for the service of notices, and all such notices sent by email shall be deemed received upon proof of confirmation of receipt.

    3. No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power and/or remedy.

    4. Neither party will be liable for any loss or failure to perform an obligation due to circumstances beyond its reasonable control.

    5. WORLD FZO reserves the right to include the Subscriber's name and logo as a Subscriber in its sales and marketing literature.

    6. The Agreement and the rights granted under these Terms and Conditions may not be assigned by the Subscriber to any other person or organisation without prior written consent of WORLD FZO, which consent shall not unreasonably be withheld. For the avoidance of doubt, the Subscriber shall have no right to sub-license any of its rights granted hereunder.

    7. The terms and conditions set out in this Agreement represent the entire agreement between both parties relating to the Services and supersede all prior agreements and representations.  It is however acknowledged that separate divisions or business units of the Subscriber, or entities forming part of the Subscriber's group of companies, may independently subscribe for the FREE ZONE MONITOR.  Such independent subscriptions under separate contracts do not supersede and are not superseded by this Agreement.

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  8. GOVERNING LAW

    1. This Agreement, as well as any dispute, action or proceeding arising from or relating to this Agreement, will be governed by the laws of United Arab Emirates. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

    2. Whether or not this Agreement has been terminated, neither party will take legal proceedings against the other party without first having taken positive steps to resolve the matter by negotiation, mediation or other informal method of dispute resolution not involving publicity.

    3. Any dispute, action or proceeding arising from or relating to this Agreement shall be brought before the competent court in Dubai.