TERMS FOR ONLINE SALES, SUBSCRIPTIONS AND SERVICES
Last updated 5th June 2025
All Subscribers, Registered Users that access and use this Website and associated Services together with purchasers of Our Products, ("You" or “Your”) are subject to the terms and conditions within this agreement (“Agreement”). In this Agreement references to ”We”, ”Us”, ”Our” or “OAG” refer to the company that contracts with You for the Product set out on Your Order, see the Corporate Information section below for more details. Any capitalised terms used under this Agreement shall have the meaning assigned to them under clause 16. An amendment or addendum to this Agreement or a copy of this Agreement may accompany the Product or Service.
By submitting Your Order, downloading and/or installing or otherwise using the Product or Service You confirm that You have read and agree to be bound by this Agreement. If You do not agree, do not install or use the Product or Service.
1. TERM OF THE AGREEMENT
1.1 This Agreement shall be effective from (i) the date You first install, download or use the Product or Service, or (ii) the start date specified on the Order (the "Effective Date") as applicable and shall continue in full force and effect for a minimum period of the initial licence term set out on the Order (the “Initial Term”) unless earlier terminated in accordance with the provisions of this Agreement set out in clause 9. Thereafter, upon the expiry of the Initial Term Your licence to use the Product or the Service terminates, unless You have opted on the Order for automatic renewal of the Licence (“Auto Renewal”). if You have opted for automatic renewal the Agreement shall continue in full force and effect for the renewal term specified on the Order (the “Renewal Term”) until either party provides the termination notice period specified on the Order before the end of the then-current term.
2. PRODUCT SUPPLY
2.1 Any reference to “Product” or “Services” under this Agreement shall mean all of Our products, Data, and/or services, including computer software, associated media, printed materials, publications, "online" or electronic documentation, websites and internet-based services.2.2 The Product shall be provided by Us and licensed to You at the frequency or frequencies set forth in the Order, where the Product is subject to a licence as set out in clause 4, any Data and information therein shall be subject to the restrictions set out in this Agreement.
2.3 We may modify any Data Product or Service on reasonable notice to You, provided such modification will not materially reduce the Product features and functionality provided to You, unless such modification is imposed on Us by industry rules or standards, or applicable laws and/or regulations, whether international or domestic.
2.4 We shall provide the Product or Services as set out in Your Order. Any changes You make to Your Order after delivery of the Product, except for the updating of flight schedules and/or traffic Data within the Product or Services, shall be considered material changes and subject to additional charge.
3. PRODUCT AND SERVICE PROVISIONS
3.1 We will use Our commercially reasonable endeavours to provide the Product and/or Service set out in the Order.
3.2 We will use Our commercially reasonable endeavours to make the Website available to You 24 hours a day, 7 days a week, subject to clause 10.
3.3 It will be Your sole responsibility to: (i) ensure that Your device or system(s) are compatible with the Product or Service; (ii) at Your expense obtain, install, and maintain suitable equipment and software and Internet access or connection services necessary to access the Product or Services that are provided by Us in electronic format and design, develop and maintain Your device and/or system(s) and keep in effect such Internet provider services and telecommunications services necessary to allow third parties access to the Product where applicable.
4. LICENCE, RIGHTS OF USE AND OWNERSHIP
4.1 You acknowledge that We own all right, title and interest in and to the Products and Services. You acknowledge that certain aspects of the Products and Services, including but not limited to the databases, programs, protocols and displays (as well as the selection, arrangement and sequencing of the contents thereof), are proprietary and unique to Us, as to which copyright, patent or other proprietary rights may be held by Us or third parties from whom We have licensed or otherwise acquired such rights. You agree to comply with all copyright, trademark, trade secret, patent and other laws necessary to protect Our (or Our licensors’) rights in such proprietary information, and agree not to remove or conceal any copyright or similar notices from the Products, Services or other material supplied by Us and to only display any Data as graphics in their entirety. You shall not block or obstruct or remove Our logo or Copyright or similar notices from the Product, Service, information or software or other material supplied by Us. We may terminate the Licence at any time in the event of a material breach of one or more of the provisions of this Agreement, including but not limited to, perceived or actual infringement of any of Our and/or Our licensors’ copyright or other intellectual property rights or if the scope of usage is or is intended to be outside this Agreement.
4.2 Subject to this Agreement and in consideration of the Licence Fee, You understand and agree that the information contained within the Products and Services is licenced to You and not sold. We grant You a non-exclusive, non-transferable, revocable, worldwide licence, with no right to sub-license any such information provided under the Product or Services, for the duration of Initial Term as specified on the Order in accordance with the uses specified below:
(a) Data: You shall be licensed to use the Data solely within Your System for: (i) Your internal business purpose; and/or (ii) the production of output material for internal, non-commercial use only; and/or (iii) the permitted purpose as may otherwise be specified on the Order.
(b) Downloadable Products: You shall be licensed to, where You are an individual, download, store, and print the downloadable Product onto a remote device for Your own personal and non-commercial purposes only.
4.3 You will ensure that: (i) Output Material will include an appropriate attribution reflecting that the relevant Product or Service, and any Data or information was furnished by Us; (ii) You shall ensure that the Products (including extractions and/or compilations thereof) and Services may only be accessed and used by authorised users on a Your owned or controlled system, in accordance with clause 4.2, and as otherwise expressly permitted by Us in the Order. (iii) save as in accordance with the Licence granted under 4.2 or except as expressly allowed in writing by Us, the Products and Services (including extractions and/or compilations thereof) may not be copied or reproduced (except for internal back-up purposes), used, amended, modified, reverse engineered (unless applicable law prohibits such restriction), distributed, sold, sublicensed, displayed, transmitted or broadcast in any form without Our prior written permission (iv) Except as in accordance with clause 4.2, You shall not permit any user of the Products or a Service to download, extract, copy or otherwise reproduce all or any substantial part of the Data contained therein and place such Data into a secondary database, including, without limitation, caching of the Data.
4.4 Where You wish to use any Product or Service for any purpose other than in accordance with the Licence granted under this clause 4, You must apply in writing to Us stating the proposed purpose for which the Product or Service is to be used by You. No such use may commence without Our express prior written approval. You understand and agree that there may be additional charges for Your additional use of the Product or Service if such approval is given by Us.
4.5 You warrant that You will not: (i) interfere with another user’s use and enjoyment of any Product or Service; (ii) interfere with or disrupt: (a) the security measures of any Data Product or Service; or (b) disrupt the networks connected to any Product or Service; or (iii) perform any potentially disruptive actions such as stress testing or scripting/automation of user interfaces without Our prior written approval.
4.6 You shall promptly notify Us if You become aware of any breach of the permitted use specified in clause 4.2 or any other unauthorised use or copying of any Product or Service.
4.7 Each party shall ensure that the supply and use of the Products and Services will comply with all local, state, national and international laws, regulations and codes of practice to the extent applicable to each party.
4.8 In the event You provide data or a data feed to Us that You want to have integrated into a Product or Service, You hereby grant Us a non-exclusive, royalty-free, revocable, worldwide licence to use such data or data feed in such Product or Service, as well as in other Products and Services, for use by You and Our other customers.
5. ARTIFICIAL INTELLIGENCE (“GENERATIVE AI”) AND TRAINING MACHINE LEARNING RESTRICTIONS:
5.1 You are strictly prohibited from using any content, data, images, text, or other materials from Our Website for the purpose of training, developing, or enhancing Generative AI systems, software, tools or technologies, including natural language processing and deep learning algorithms or machine learning models, or similar technologies, whether for commercial, research, or personal use.
5.2. Data Integrity & Contextual Use:
a) Our data, content, or analysis may not be reorganized, taken out of context, manipulated in part or in its entirety, reformatted or reverse engineered without explicit written permission from Us.
b) Any attempt to misrepresent, distort, or modify Our Data to create misleading conclusions or alternative interpretations is strictly prohibited.
6. THIRD PARTY LICENCE REQUIREMENTS
6.1 Products or Services supplied by Us may include Our (and/or Our licensors’) then current standard terms and conditions within the Product or Service governing the use of Software. You may be required to agree to be bound by such terms and conditions prior to being given access to the Product or Service and/or the software. If You do not agree to the terms and conditions, then You shall not be given access to the Product and/or Software. Where You do not agree to be bound to such third party terms and conditions You may return it to Your place of purchase for a full refund, if applicable. In order to do this, You must inform Us in writing and where the Order is for a Product return the Product immediately to Us in the same condition that you received the Product in. If You choose to cancel the Agreement in accordance with this clause, and We find a refund is applicable, We shall refund the amount You paid for such Product or Service. If You decide to cancel the Agreement as set out herein You shall bare any costs associated with the return of the Product to Us.
7. PRICE, BILLING AND PAYMENT
7.1 Where applicable We shall provide You with user identification (“ID”) and password(s) to access the relevant Products and Service(s) which shall be treated as confidential and may not be shared. You bare all responsible for any and all activities that occur under Your ID, including any and all loss that You incur as a result of someone using Your ID and password(s), whether with or without Your permission or knowledge. Furthermore, We may hold You liable for any and all losses that We or any other third party incur from the use of Your ID and password by someone other than You.
7.2 Access to certain areas of the Website and/or Service may require that You create a member account (“Member Account”) as part of the registration process. You must provide current, accurate, and complete information as requested by the online registration process. You will also be required to provide a user name and password, which is personal to You and the confidentiality of which is Your sole responsibility. You are responsible for any and all activities that occur under Your Member Account, including any and all loss that You incur as a result of someone using Your user name and password, whether with or without Your permission or knowledge.
7.3 You warrant that You shall at all times keep any and all access codes, login-ID’s and passwords provided to You by Us and/or Our licensors strictly confidential within Your organisation, not allow any third party nor, where applicable, any user not expressly named on the Order, to use them to access any Product or Service; and promptly notify Us if You suspect or become aware of any unauthorised use of Your ID or password.
8. PRICE, BILLING AND PAYMENT
8.1 Our prices on the Website are subject to applicable local taxes, shipping and packing charges as determined at the time of ordering online. Prices shall be inclusive of any value-added tax, sales, use or other similar taxes. We reserve the right to change published prices at any time and prices may be increased by Us on anniversaries of the Effective Date.
8.2 You will pay Us the Fees in advance, as set out on the Order.
8.3 Where You are a Subscriber to a Service on a “pay as you go” or “pay per use” fee basis, We will provide a report detailing Your use of the Products and/or Service including the frequency, duration, the volume of Data requests made by You and submitted via the Service (a “Report”). We will provide the Report at the frequency specified on the Order, if applicable. We will invoice You for such Fee(s), the value of which shall be based upon the Report and You shall pay such Fees 30 days from the date of invoice.
8.4 Fees may be amended in the event that We later agree to provide You with additional Products pursuant to Your completion of a further Order, in which case the additional Fees will be as set out on that further Order.
8.5 Payment for subscriptions and electronic products and online services ("Subscriptions") ordered online must be made by credit/debit card. Subscriptions ordered will not become live until authorisation of the credit card payment has been made. We reserve the right to charge a 5% transaction fee where You opt to make payment using a credit card for payments above the value of £25,000 or its equivalent in other currencies. Where You have opted for Auto Renewal for the Renewal Term specified on the Order Subscriptions shall be automatically renewed for consecutive Renewal Terms. By accepting this Agreement, You authorise Us to automatically bill the credit/debit card You have provided until this Agreement is cancelled.
8.6 Undisputed invoices not paid in full within 30 days of the date of invoice are past due. You agree to notify Us regarding any billing issues or disputes within 60 (sixty) days after they have been charged. If any issues or disputes are not brought to Our attention within this period, You waive Your right to dispute them. You acknowledge We do not require a purchase order to raise an invoice for use of the Products and/or Services under this Agreement. In the event You require a purchase order for Your own internal purposes, and/or a purchase order number to be stated on the invoice, and You fail to issue a purchase order/number within 14 days of this Agreement or date of any Renewal Term, We reserve the right to raise an invoice for the use of the Products and/or Services indicated in the Order and You shall be obliged to pay such invoice in accordance with the payment terms of this Agreement, regardless if a purchase order is subsequently issued or not, as the case may be.
8.7 When You place an order, We will treat it as an offer to buy the Product or Service. We will send You a confirmation e-mail with Your order number, at which point We and You will have been deemed to have entered into a legal contract pursuant to the Agreement of that Order and this Agreement. However, We will be entitled to refuse to accept Your Order, at Our sole discretion, in which case We will notify You of the same via e-mail.
8.8 In deciding whether to accept Your Order, We may use the information You have given to Us, or We already hold about You, or which We receive from any enquiry We may make with Our credit checking company to confirm Your identity. The credit checking company will check any details We disclose to them against any database (public or private) to which it has access and will keep a record of that check. The credit checking company will also retain this information and may use it in the future to assist other companies with identity verification. This assists Us to protect You and Us from fraudulent transactions. If We decline Your offer on security grounds We may contact You to seek an alternative payment method.
8.9 While We endeavour to meet all orders, Our acceptance of orders is subject to availability of Product or Service. If We are unable to supply or deliver the Product or Service ordered and paid for by You, We will refund to You the price actually paid for such Product or Service within 30 (thirty) days of the date of the Agreement for the supply of the Product or Service.
8.10 We reserve the right to cancel any accepted Order prior to delivery, at Our discretion (whether or not Your credit/debit card has already been charged). If Your credit/debit card has already been charged and the Order is cancelled We will, upon confirmation of the same, issue an appropriate credit to Your credit/debit card account.
8.11 You have the right to cancel the Products and/or Services ordered hereunder within 14 days of receipt of such Products or, in the case of Services, within 14 days of entering into this Agreement, provided the Product remains sealed or has not been installed, accessed or downloaded and the Services have not been completed by Us. In order to exercise such cancellation right, You must notify Us in writing, and in the case of Products, return the Products to Us within 14 days of such cancellation in the same condition as received from Us. If you choose to cancel the Product and/or Services We shall refund the amount You actually paid for such Product and/or Service and, if applicable, will pay any costs associated with the return of Product to Us.
8.12 The Product, for example Software and/or Products, may have additional terms and conditions which govern Your use of the Product. You are advised to read those terms and conditions of use either (i) before You unseal the Product, or (ii) before You install the Product and accept the terms and conditions governing Your use of the Product. Once You have broken the seal and/or installed the Product You no longer have the right to cancel Your purchase as set out in clause 8.11.
9. YOUR WARRANTIES
9.1 Your use of the Product, and/or Service shall be subject to all local, state, national and international laws and regulations and codes of practice and You agree not to violate those laws and regulations and codes. You warrant that You will not: use any Product or Service for any criminal or unlawful activity; (ii) introduce any virus, logic bomb, harmful code or trojan horse to any Product or Service; (iii) use any manual or technical or automated system or software to extract Data or content, in whole or in part, from the Product or Service for display on any other website or for the purposes of offering the Data or content, in whole or in part, for sale, resale, distribution or licensing to others or copying, merging or creating derivative works (“screen scraping”); (iv) interfere with another user’s use and enjoyment of the Product or Service; (v) interfere with or disrupt the security measures of the Product or Service; or (vi) interfere with or disrupt networks connected to the Product or Service, and will comply with all regulations, policies and procedures of such networks.
9.2 You warrant that You will: (i) not use any Product or Service on behalf of or for the benefit of any third party whatsoever; (ii) not use or copy any material, information or Data contained on or in any Product or Service except to the extent necessary to receive the Product or Service; (iii) not use data mining, screen scraping, or similar data gathering and extraction tools on the Product or Service, except with Our express written consent; (iv) not decompile, disassemble or otherwise reverse engineer any of the Product or Service, save as permitted by law; (v) not modify any of the Product or Service in any way or create derivative works of the Product or Service except with Our express written permission; (vi) not disclose the whole or part of the Product or Service to any third party; (vii) where a licensed location is specified in the Order in respect of any particular Product or Service, use that Product or Service only at that licensed location; and (viii) limit Your use of any particular Product or Service to the specified number of licensed users where a limited number of licensed users are specified in the Order in respect of that particular Product or Service; (ix) not make any attempt to unblock or bypass any initialisation system or encryption techniques utilised by the Product or Service; and, (x) not publish, reproduce and/or modify Product or Service or the Data or information therein.
9.3 Where You are invited to post reviews, comments and other content (including any text, photographs, graphics, video or audio), (collectively "Contribution") Products or Services You agree, by submitting a Contribution, to grant Us a perpetual, worldwide, non-exclusive, royalty free, irrevocable, sub-licensable right and licence to use, reproduce, modify, adapt, publish, translate, distribute, play, make available to the public and exercise all copyright and publicity rights with respect of a Contribution in any form, whether in print or electronic, for the full term of any rights that may exist in the Contribution, in accordance with Our Privacy Notice. If You do not wish to grant Us the rights described in this clause, You should not submit Contribution to the Product or Service. By submitting a Contribution to the Product or Service, You represent and warrant that the Contribution: (i) is Your own original work and that You have the right to make it available to Us for the purposes specified in this clause; (ii) is not defamatory, does not constitute trade libel or product disparagement or is not unlawfully threatening or harassing; (iii) is not false, inaccurate, or misleading; (iv) does not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of publicity or privacy; (v) does not violate a non-disclosure agreement, or does not violate any law or regulation (including, without limitation, those governing export control, unfair competition, or false advertising); (vi) is not obscene or contains child pornography; and, (vii) does not contain viruses, Trojan horses, time bombs, worms, cancelbots or other computer programming routines that may damage or interfere with the operation of any system, or unlawfully intercept any Data or personal information.
10. ALTERATIONS, SUSPENSION, AND TERMINATION
10.1 We reserve the right to make alterations to the Products and Services from time to time in the interests of maintenance, operability, accuracy, topicality and usefulness. In addition, We reserve the right to discontinue access to all or part of any Product or Service temporarily or permanently, and without any liability to You save for the reimbursement, on a prorated basis, of any Licence Fees We have been paid by You for that Product or Service which has been discontinued.
10.2 We may, without liability, suspend delivery of the Product and/or suspend Your access to the Service or terminate Our Agreement with You: (i) if You are in breach of any of Your obligations under this Agreement with Us; or (ii) if You fail to make any payment when it is due under this Agreement after receiving 14 (fourteen) days’ written notice from Us to do so, or (iii) where You have elected to pay for the Product or Service by credit/debit card You fail to provide Us with valid, accurate and up-to-date credit/debit card and contact information.
10.3 Either party may terminate this Agreement immediately by serving written notice on the other party at any time, if a Party (i) goes into liquidation (either compulsorily or voluntarily) or an administrator, receiver, administrative receiver, manager or similar officer is appointed in respect of the whole or part of its assets, or if that party makes an assignment for the benefit of, or a composition or arrangement with its creditors, or enters into or becomes subject to a like or equivalent insolvency or enforcement procedure or threatens to do so or is threatened with any of these things; or (ii) breaches any provision of this Agreement which are incapable of being remedied; or (iii) if the other party breaches any material term hereof and such breach is not remedied within 30 days (14 days in the case of non-payment of any sum due to Us) after written notice to the breaching party. In the event You terminate this Agreement due to a breach by Us, We shall refund You any portion of the charges prepaid as of such termination date with respect to the cancelled term of this Agreement.
10.4 Where the Licence granted under clause 4 terminates, for whatever reason, You will cease to have any rights to use the Products, Data or receive and/or use the Service. You will at Our sole option (i) return the Product and/or the Data to Us, and/or (ii) certify to Us that You have removed all Product and/or Data from Your computer systems and have destroyed all copies of the Product and/or Data and any derivatives thereof. If We require, You shall provide a statement signed by an authorised representative that all copies of the Product and/or Data have been so removed and/or destroyed.
10.5 Where You are a Subscriber and this Agreement is terminated by You under clause 9.3, We shall refund to You that part of the Subscription Fee already paid which relates to any unexpired part of the Your subscription, calculating the value of such refund on a pro rata basis. You shall not be entitled to any refund of Fees if this Agreement is terminated by Us under clause 9.3 or by either party for any other reason.
10.6 Termination or expiry of this Agreement will not affect any accrued rights or liabilities of either party.
11. LIABILITY AND INDEMNITY
11.1 The Product and Service and any information We provide to You are provided "as is" and "as available". We make no representations, conditions, guarantees or warranties of any kind, express, implied or statutory, and expressly disclaim all implied warranties to the maximum extent permitted under applicable law, including, without limitation, regarding satisfactory quality or merchantability, fitness for a particular purpose, or that the Products or Services will be available for use, uninterrupted, error free or that any errors will be corrected. You hereby acknowledge that You have not relied upon any warranty, condition, guarantee or representation made by Us, except as expressly stated in this Agreement. You assume all risk for any results You obtain by or as a result of using the Products or Services. We do not guarantee or accept any liability for any links from the Product or Service to third party websites, any information on other websites to which the Product or Service is linked or the content of advertisements placed on the Product or Service to promote the products and services of third parties. For the avoidance of doubt, in the event that You are directed to a third party website, at the point You access such third party website that relationship is then between You and that third party and as such We bear no liability in respect of the same.
11.2 Any Commencement Dates are target dates for delivery of the Product or Service and time shall not be considered of the essence. We shall not be liable for any actions, claims, actions, loss of profits, business or anticipated savings, loss of goodwill, lost or wasted management time or the lost time of other employees or any other losses that arise from Your failure or delay in providing Customer Information or any other information that We may reasonably require in order to provide the Product or Service.
11.3 Unless expressly provided otherwise, and subject to each parties Indemnity obligations hereunder, neither party is liable to the other or any third party, whether arising out of or resulting from negligence, breach of this Agreement, or any other cause of action, for; (i) indirect, incidental, punitive, special or consequential loss or damage; or (ii) loss of profits, business or anticipated savings, loss of goodwill, lost or wasted management time or the lost time of other employees, in each case whether direct or indirect; or (iii) loss of use of or destruction of Your data (We recommend that You take reasonable measures to back-up Your data).
11.4 You shall indemnify, defend and hold Us harmless from and against any and all liability, damage, loss or expense (including reasonable legal fees and expenses of litigation) incurred by or imposed upon Us in connection with any third-party claim, suit, action, demand or judgment (“Claim”) arising out of or related to a claim for (i) breach of the terms of this Agreement, including, but not limited to, any use of the Products or Services by any person or entity permitted access thereto under this Agreement that is outside of the permitted use specified in clause 4, (ii) negligence or wilful misconduct in the use of the Products or Services, (iii) breach of applicable laws or regulations, (iv) any losses, damages, liabilities, costs or expenses arising in connection with anyone who accesses the Product or uses any of the Service using Your password, Member Account or ID.
11.5 We will Indemnify You and hold You harmless from and against all direct losses, claims, damages and expenses (including reasonable legal expenses) You incur in relation to infringement of any third-party intellectual property rights by Your use of the Products or Services pursuant to the terms of this Agreement, provided that:
11.5.1 You immediately notify Us in writing of any infringement or allegation of infringement and in no event later than 30 (thirty) days after you become aware of such infringement or allegation; You allow Us to conduct all negotiations and proceedings; You give Us reasonable assistance, information and authority as We may require to perform Our obligations under this clause; and You make no admission relating to the infringement or alleged infringement.
11.5.2 We shall not have any responsibility or liability for any Claim if (a) the use or activity alleged to be infringing is not a Permitted Usage, (b) such Claim results from (1) any modification or development of the Products or Services by You or a third party without Our prior written approval, or (2) Your combination or use of the Products or Services with software, services or products not provided by Us under this Agreement.
11.5.3 If a claim of infringement is made or We believe is likely to be made in respect of the Product and/or the Service and any Data therein, We shall, at our sole option and expense; (i) replace or modify the Product or the Service, as applicable, so as to be non-infringing, provided that the replacements contain substantially similar functionality; or (ii) obtain a licence to enable You to continue using the Product and/or the Service as the case may be; or (iii) if non-fringing Product, Service or a licence to use the same cannot be obtained, We may terminate the Licence for the infringing items and refund monies actually paid for the same. The remedies provided under this clause 10.5 shall be in full and final settlement of Our liability to You in respect of the infringement or allegation of infringement.
11.6 SUBJECT TO CLAUSE 10.7, IN NO EVENT WILL OUR MAXIMUM TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AGGREGATE CHARGES YOU HAVE PAID TO US FOR THE DATA PRODUCTS AND/OR SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE DAMAGE ALLEGED TO HAVE BEEN CAUSED.
11.7 Notwithstanding any other clause in these Terms, neither party excludes its liability for (i) death or personal injury caused by its negligence, (ii) damages caused by its gross negligence or wilful misconduct, or (iii) fraud.
12. FORCE MAJEURE
12.1 Neither party will be liable for any delay in performing or failure to perform any obligation under this Agreement (save for a payment obligation), to the extent that the delay or failure results from events or circumstances outside its reasonable control, including but without prejudice to the generality of the foregoing, war, riot, strike, lockout or any other industrial action, act of God, act of terrorism, fire, earthquake, flood, disruption of data feeds or action of government or revocation of any telecommunications authority consent or any disaster affecting either one of the parties hereto. If any such event occurs then the periods in which the parties are required to perform their respective various obligations under this Agreement will be extended by the period of the duration of any such event and the party so prevented from performing its obligations will as soon as practicable give notice to the other of the occurrence of such event and of its cessation. Notwithstanding this, in the event of a delay exceeding 6 (six) months, either party may terminate this Agreement forthwith on written notice to the other.
13. CORPORATE INFORMATION
13.1 You will be contracting with the applicable entity listed below:
- with regard to Our products, services, and subscriptions: OAG Aviation Worldwide, LLC., 550 West Van Buren Street, Suite 1520, Chicago, Illinois 60607 USA (“OAG Aviation Worldwide, LLC”) (if You are resident in the Americas or the Caribbean);
- with regard to the Website and OAG products, services, and subscriptions: OAG Aviation Worldwide Limited, registered in England and Wales, No. 8434134, registered office at 1 Capability Green, Luton, Bedfordshire LU1 3LU, United Kingdom and place of business at 1 Capability Green, Luton, Bedfordshire, LU1 3LU, United Kingdom and whose VAT number is GB262856382 (if You are not resident in the Americas or the Caribbean);
- with: OAG Aviation Worldwide Pte Ltd, registered in Singapore, No. 199700516Z, registered office at No. 6 Shenton Way, #24-08A, OUE Downtown 2, Singapore 068809 and whose VAT number is 199700516Z. (if You are not resident in Africa, the Americas and the Caribbean, Europe and the Middle East, and Product specific in Japan).
14. ASSIGNMENT
14.1 You may not assign, sub-license, or otherwise transfer the Product, the Service, this Agreement or any of Your rights under this Agreement, sub-contract Your obligations, or resell any of the Product or Service without Our prior written permission (and any such attempted assignment shall be deemed null and void).
15. GENERAL
15.1 This Agreement, together with the Order and any Product appendix or annexed hereto. supersedes all prior agreements, arrangements and understandings between the parties, whether written or oral, in respect of its subject matter and constitutes the entire agreement and understanding between the parties relating to the subject matter of this Agreement. This Agreement may only be modified, amended, or any of its terms waived, by a written document signed by authorised representatives of each party. Any terms and conditions contained in Your purchase order or in any other document submitted by You which are additional to or inconsistent with the terms and conditions of this Agreement are null and void.
15.2 Where this Agreement is translated into a language other than English that translation shall be for reference only. In the event of any conflict between the non-English and English language versions then the English language version of this Agreement shall take precedence.
15.3 Each of the provisions of this Agreement is distinct and severable from the others and if at any time one or more of such provisions is or becomes invalid, unlawful or unenforceable (whether wholly or to any extent), the validity, lawfulness and enforceability of the remaining provisions (or the same provision to any other extent) shall remain in full force and effect. However, We shall be entitled to terminate this Agreement forthwith on written notice if the effect of the foregoing in relation to any particular provision or provisions is of material commercial detriment to Us, having regard to the full terms and conditions agreed by the parties.
15.4 A failure or delay of either party to enforce a provision of this Agreement or a previous waiver or forbearance by either party will not be construed as a continuing waiver of any provision of this Agreement.
15.5 All notices to Us under this Agreement must be sent to Our address or e-mail address as follows: OAG Aviation Worldwide Limited, 1 Capability Green, Luton, Bedfordshire, LU1 3LU, United Kingdom for the attention of Legal Counsel with a e-mail copy to ContactUs@oag.com , or any other address that We may inform You of from time to time. All notices to You under this Agreement will be sent to Your address or e-mail address set out on the Order or as You provide as part of the online registration process on first use of the Website, or any other address that You may inform Us of from time to time. You may inform Us of a change to Your address for Services online on the Website where appropriate. All notices may be delivered personally, or sent by first class prepaid post or by e-mail and will be deemed to have been served: if by hand, when delivered; if by first class post, 48 (forty-eight) hours after posting and if by e-mail when received.
15.6 You agree that nothing in this Agreement confers or purports to confer on any person who is not a party to this Agreement any beneficial rights, or any other right, to enforce any term or provision of this Agreement.
15.7 Nothing in these terms shall constitute or be deemed to constitute either party as agent or partner of the other for any purpose whatsoever.
15.8 You will not use any trade names, trade marks, brand names or logos of Ours in connection with any document, product, service or material without Our prior written consent.
15.9 Nothing in this Agreement confers or purports to confer on any person who is not a party to this Agreement any beneficial rights, or any other right, to enforce any term or provision of this Agreement.
15.10 This Agreement shall be governed in accordance with the laws of England and Wales. It is agreed that the Courts of England and Wales shall have exclusive jurisdiction. However, nothing in this clause shall prevent Us from applying for and obtaining injunctive relief, bringing a claim or enforcing any order of the Courts of England and Wales in any other country or jurisdiction.
16. Where You are contracting with OAG Aviation Worldwide, LLC the following additional clauses and/or variations to the above terms shall apply
16.1 Your Responsibilities: In addition to the provisions set out in this Agreement, You agree that You will comply with United States law regarding the transmission of technical data exported from the United States.
16.2 Disclaimers of Warranties: Clauses 10.1 shall be replaced with: THE PRODUCT AND THE SERVICE, MATERIALS, AND CONTRIBUTIONS ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, PROMISE OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THAT THE PRODUCT AND THE SERVICE, MATERIALS, AND CONTRIBUTIONS WILL BE AVAILABLE FOR USE, OR UNINTERRUPTED OR ERROR FREE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED OR THAT ANY ERRORS WILL BE CORRECTED. IN ADDITION, ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. Without limiting the foregoing, We are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of Your use of the Product or the Service, Materials, and Contributions. As between You and Us, You are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security, and validity of any and all features and functions of the Product or the Service, Materials, and Contributions, including, without limitation, postings and materials associated with Your use of the Product or the Service, Materials, and Contributions. Under no circumstances shall We or Our subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, licensors, representatives, licensors and suppliers, be liable for any loss or damage caused by Your reliance on information obtained through the Product or Service. It is Your responsibility to evaluate the information, opinion, advice, or other content available through the Product and the Service.
16.3 Limitation of Liability: Clauses 10.3 and 10.6 shall be replaced with: IN NO EVENT SHALL WE, OUR SUBSIDIARIES, PARENT CORPORATION AND AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, LICENSORS AND SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, UNDER ANY THEORY, INCLUDING NEGLIGENCE, FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PRODUCT AND/OR THE SERVICE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, ACTUAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, THAT RESULT FROM YOUR USE OF, OR INABILITY TO USE, THE PRODUCT AND/OR THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.
BY USING THE PRODUCT AND/OR SERVICE, YOU AGREE THAT THIS LIMITATION WILL APPLY TO ANY MERCHANDISE, SERVICES, AND CONTENT THAT MAY BE AVAILABLE THROUGH SUCH PRODUCT AND/OR SERVICE. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, YOU AGREE THAT IN NO EVENT SHALL THE TOTAL OF OUR LIABILITY OR THAT OF OUR SUBSIDIARIES, PARENT CORPORATION AND AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, LICENSORS AND SUPPLIERS, TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION OF ANY KIND EXCEED THE TOTAL FEES FOR THE APPLICABLE PRODUCT OR SERVICES IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE UPON WHICH ANY CAUSE OF ACTION OR CLAIM ARISES.
Notwithstanding any claim that a sole or exclusive remedy which is provided in this Agreement may or does fail of its essential purpose or In the event a Data provider requires Us to suspend provision of Data to You or one of Your customers, You acknowledge and agree that Your sole and exclusive remedy for any loss or damage shall be to have Us, upon written notice from You, attempt to repair, correct or replace any deficient Product or Service and, if repair, correction or replacement is not reasonably commercially practicable for Us, in Our sole discretion, to refund any monies actually paid by You for the Product or Service involved and to terminate this Agreement discontinue Your use of the Product or Service.
16.4 Choice of Law and Forum: Clause 14.10 shall be replaced with: The parties hereby irrevocably agree that the formation, construction, and interpretation of this Agreement shall be controlled by the laws of the State of New York, giving no effect to conflict of laws provisions. The U.N. Convention of Contracts for the International Sale of Goods is expressly excluded from any interpretation of this Agreement. Any dispute relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts in New York, New York, U.S.A., and the parties agree to submit to the personal and exclusive jurisdiction of these courts.
16.5 Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Web Site, Product, Service, or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
17. DEFINITIONS
17.1 In this Agreement, the following expressions have the meanings:
“Commencement Date” means the date on which We start to provide any of the Services to You under this Agreement or as may be specified on the Order; “Customer Information” means the data and/or information provided or to be provided by You to Us so that We are able to perform Our obligations under this Agreement; “Data” means data licensed to You by Us, as set out on the Order, whether provided on its own or within a Product or Service; “Fees” means those fees and charges, including applicable Licence Fees, specified in the Order; “Intellectual Property Rights” means all intellectual property rights recognised from time to time anywhere in the world including, without limitation, all patents, trademarks, registered designs, design rights (whether or not registered) and copyrights, any applications for any of the above, and all rights in respect of inventions, drawings, plans, specifications, designs and computer software and hardware, database rights and rights to extract or exploit data and all know-how and confidential processes, methods and information, and all trade secrets and rights of confidence; “Order” means Your order placed either on Our order form, by telephone conversation with Our telesales department, online on the Website or in email correspondence with Us, for subscription to or restricted access to any of the Products or Services, as accepted by Us; “Output Material” means any printed report, publication, or document generated by the Product or Service; “Product” means computer software, associated media, printed materials, publications, "online" or electronic documentation, and Data, including market intelligence products, download products, subscription product and other data products requested by You;“Publications” means the products made available in printed form by Us for sale or resale to customers and as may be varied by the prior written agreement of the Parties; “Services” means , as applicable, either (i) Services, Data and access to restricted areas of the Website as set out in the Order that We provide to You under this Agreement via any Website or any successor or replacement Website, or (ii) the Services to be provided to You by Us as set out on the Order including, where applicable, the data services; “Software” means any software owned and licensed by Us; “Subscriber” means the business or individual paying for a Product or for a subscription to a Product or Service; “System” means the manual or computer system owned and/or controlled by You; “Users” means any user of any Website who is not a Subscriber, Registered User; “Website” means each and all of Our websites.