Terms and Conditions
THIS DOCUMENT CONTAINS IMPORTANT INFORMATION ABOUT ACCUCOMS’ CUSTOMER’S (“Customer” or “Customer’s”) RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO CUSTOMER.
ACCUCOMS International B.V. (“ACCUCOMS”), provides e-journal access for institutions via its Aggregagent ™ product (“Aggregagent”). Aggregagent offers a series of e-journal collections featuring content from some of the leading Society and smaller independent publishers (“Publishers”). ACCUCOMS does not own this content and all access is via the Publishers own platforms.
1.0. The following Terms and Conditions are between Customer and ACCUCOMS, and they consist of the most recent version of ACCUCOMS Terms and Conditions. These Terms and Conditions constitute a legal document that details Customer rights as a customer accessing information about and utilizing the services provided by ACCUCOMS. These Terms and Conditions shall apply to all Aggregagent Customer’s to whom information and services are provided by ACCUCOMS. By accepting the information and services provided by ACCUCOMS, Customer agrees to be bound by and accept these Terms and Conditions. These Terms and Conditions shall override any Customer terms, and Customer terms will not form part of this agreement, unless expressly accepted in writing by ACCUCOMS.
1.1. ACCUCOMS reserves the right, in its sole discretion, to change, modify, add, or remove all or any part of these Terms and Conditions, including but not limited to any term, applicable fee, policy, or guideline at any time without notice or acceptance by Customer. It is Customer responsibility to check regularly for changes to these Terms and Conditions on our website at https://www.accucoms.com/aggregagent, and the version on the website shall prevail without further notice to Customer over all versions and shall apply to agreements entered into after the date of such posting.
1.2. With regard to sections 1.0 and 1.1, Customer agrees to abide by these Terms and Conditions, unless Customer has signed another agreement with a duly authorized ACCUCOMS representative. In that case, the terms of the prior agreement Customer signed with ACCUCOMS are binding and shall prevail over these Terms and Conditions for the duration of the prior agreement. Upon termination or expiration of the prior agreement, these Terms and Conditions shall apply.
2.0. ACCUCOMS provides help and guidance when ordering Aggregagent e-journal collections. ACCUCOMS places orders and sends payments to Publishers; assists with e-journal registration and activation; resolves service issues; and sends consolidated invoices.
2.1. As Customer agent, ACCUCOMS enters Customer orders in a timely fashion, promptly pays the Publisher for those orders once payment has been received by the Customer, and follows-up on any problems Customer may report. ACCUCOMS cannot accept responsibility for government mails, Internet connectivity, Publisher performance (including publisher bankruptcy), or other non-agent responsibilities. However, ACCUCOMS will make every effort to secure complete delivery of content.
2.2. ACCUCOMS liability shall be limited to those of an agency representing Customer to Publishers. ACCUCOMS does not assume any performance or financial responsibility for publishers. Within the limits of its authority as an agent representing Customer, ACCUCOMS will exercise commercially reasonable efforts to ensure that the Publishers deliver the information ordered by Customer.
2.3. ACCUCOMS is not responsible for and has no control over publisher pricing.
3.0. ACCUCOMS takes responsibility for placing Customer orders correctly and on time and making sure the Publisher receives payment according to payment terms mutually agreed upon between the Publisher and ACCUCOMS.
3.1. The Publisher is responsible for delivering the electronic content to Customer.
3.2. Customer shall be responsible for compliance with the terms and conditions established by each publication’s Publisher. Additionally, no portion of a publication shall be reproduced in any form without written permission of the applicable Publisher or as permitted by law or under the terms of a license issued by ACCUCOMS, the Publisher, or a copyright licensing agency.
3.3. Cancellations prior to expiration are not permitted.
3.4. Cancellation at time of expiration shall not incur a processing fee.
4.0. Prices offered are the most recent prices available. Unless agreed in writing Customer has to maintain current spend for any publications already licensed even if it switches to an Aggregagent collection.
4.1. ACCUCOMS adheres to publisher pricing rules. Rates are offered specifically for each category of customer as defined by publishers, such as academic, medical, school, public, or other institutions.
5.0. Unless otherwise noted in a separate agreement, net payment is due upon receipt of invoice.
6.0. ACCUCOMS will, within reason, help the transition from ordering from the Publisher direct or from ordering through another vendor.
7.0. All intellectual property rights in the content ordered from Publishers via ACCUCOMS are reserved to the owner of such intellectual property, and Customer irrevocably acknowledges and agrees that the supply of such content to Customer shall not transfer such rights.
7.1. Customer agrees that any and all press releases and other public announcements related to these Terms and Conditions, and subsequent transactions between ACCUCOMS or Aggregagent and Customer, including the method and timing of such announcements, must be approved in advance by ACCUCOMS in writing. ACCUCOMS reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of Customer obligation regarding public announcements shall be a material breach of these Terms and Conditions.
7.2. ACCUCOMS and Aggregagent, and all related logos and trade names are each trademarks of Accucoms International B.V.. Without ACCUCOMS prior written permission, Customer agrees not to display or use in any manner ACCUCOMS’ trademarks.
8.0. The parties hereby agree that the disclosure and use of certain technology, know-how, data and/or other information relating to each party’s current and/or proposed products, including but not limited to each party’s research, products, services, compilations, techniques, development efforts, inventions, processes, designs, drawings, marketing or finances, and all other information that would be reasonably deemed confidential shall constitute confidential information (“Confidential Information”). Each party will (a) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to affiliates, employees, and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any affiliates, employees, and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfil its obligations under these Terms and Conditions, while using reasonable care to protect it. Each party is responsible for any actions of its affiliates, employees, and agents in violation of this section.
8.1. Confidential Information does not include information that (a) the recipient of the Confidential Information can demonstrate that it already knew through sources not bound to confidentiality; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was given to the recipient by another party who was not bound to confidentiality.
8.2. Each party may disclose the other party’s Confidential Information when required by law, but only after it, if legally permissible, (a) uses commercially reasonable efforts to notify the other party and (b) gives the other party the opportunity to challenge the disclosure.
9.0. Unless specified otherwise herein, (a) all notices must be in writing and addressed to the attention of the other party’s legal department and primary point of contact and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when acknowledged as received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email. A copy of any notice sent to ACCUCOMS shall also be sent to the attention of the President and Founder, ACCUCOMS International BV, Zuid Hollandlaan 7, 2596 AL Den Haag, The Netherlands.
9.1. Neither party may assign or transfer any part of these Terms and Conditions without the written consent of the other party, except to an affiliate, but only if (a) the assignee agrees in writing to be bound by these Terms and Conditions; and (b) the assigning party remains liable for obligations incurred under these Terms and Conditions prior to the assignment. Any other attempt to transfer or assign these Terms and Conditions is void.
9.2. Neither party will be liable for inadequate performance to the extent caused by force majeure, a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that is beyond the party’s reasonable control.
9.3. Failure to enforce any provision of these Terms and Conditions will not constitute a waiver. The waiver of any right or election of any remedy in one instance, by either party, shall not affect any rights or remedies in another instance. A waiver shall be effective only if made in writing and signed by an authorized representative of both parties.
9.4. Should any provision of these Terms and Conditions be deemed illegal or otherwise unenforceable, that provision shall be severed and the remainder of these Terms and Conditions shall remain in full force and effect.
9.5. These Terms and Conditions are governed by the laws of The Netherlands, without giving effect to any choice-of-law rules that may require the application of the laws of another jurisdiction.
10.0. CUSTOMER EXPRESSLY UNDERSTAND AND AGREE THAT ACCUCOMS INTERNATIONAL B.V. AND ITS AFFILIATES, CO-BRANDERS, OR OTHER PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ACCUCOMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (A) THE USE OR THE INABILITY TO USE THE INFORMATION OR SERVICES; (B) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF SERVICES; (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, OR FROM THE SERVICES; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (F) ANY GOOD OR SERVICE OFFERED OR SOLD THROUGH THE SERVICE; OR (G) ANY OTHER MATTER RELATING TO THE INFORMATION OR SERVICES. FURTHERMORE, ACCUCOMS SHALL NOT BE LIABLE TO CUSTOMER BY REASON OF ANY IMPLIED WARRANTY, CONDITION, OR OTHER TERM, OR ANY DUTY AT COMMON LAW OR BREACH OF STATUTORY DUTY, OR UNDER THE EXPRESS TERMS OF ANY AGREEMENT OR BY REASON OF ANY REPRESENTATION, WHICH CUSTOMER ACKNOWLEDGES THEY HAVE NOT RELIED ON, WHETHER CAUSED BY THE NEGLIGENCE OF ACCUCOMS, ITS EMPLOYEES, OR AGENTS, OR OTHERWISE, WHICH ARISE OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED BY ACCUCOMS TO CUSTOMER.
10.1. ACCUCOMS LIABILITY TO CUSTOMER SHALL NOT, FOR ANY REASON, EXCEED THE PAYMENTS ACTUALLY MADE BY CUSTOMER TO ACCUCOMS DURING THE PREVIOUS TWELVE (12) MONTHS. CUSTOMER ACKNOWLEDGES THAT ACCUCOMS HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. CUSTOMER AGREES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.