Ascend - Terms and Conditions

INTERPRETATION

PROVISION OF THE SERVICE

COMPUTER VIRUSES

CHARGES

SUSPENSION AND TERMINATION

Master Service Agreement

Please read these terms and conditions carefully as the basis upon which you are contracting with Ascend Worldwide Limited.

1. INTERPRETATION

In this Agreement the following meanings shall apply:
Access Privileges: means the right to use the Service beyond the home page or access the Service using authorised Passwords, in accordance with terms contained in this Agreement;

Accreditation: means the recognition of the data source for any reproduction or copy of the Content with the statement, "Source: Copyright © Ascend Worldwide Ltd. "

Authorised Signatory: means an individual employee of Yours notified to Us from time to time, who takes responsibility for the Authorised Users and for the handling of the Contract;

Authorised Users: means the Authorised Signatory and other employees or contractors of Yours notified by You to Ascend in accordance with this Agreement and who are authorised to use the Service using the Access Privileges;

Charges: means the charges payable by You for access and use of the Service as set out in the Order Confirmation Form;

Concurrent User Licence: means a license to access the Service by anyone employed by/contracted to You, up to the number of concurrent licences specified in the Order Confirmation Form;

Confidential Information: means all information disclosed by one party to the other or otherwise received by the other in the performance of the Agreement, which is expressly marked as confidential or which is manifestly of a confidential nature;

Content: means information, graphics, software, and other material appearing on or available through the Service;

Agreement: means this contract which sets out the access and use of the Service, incorporating the Terms and the Order Confirmation or Renewal Form; and nor other agreement whether oral or in writing.

Intranet Wide Licence: means a license to access the Service by anyone employed by/contracted to You and who has access to the approved intranet site belonging to You;

Named User Licence: means a license to access the Service only by the person named within the Order Confirmation Form as the Authorised User. Sharing of named user login details (user name and password) is not authorised;

Order/Renewal Confirmation Form: means the form completed by Ascend and signed or otherwise agreed to by You setting out the Service Ascend is to provide and the Charges for those Services. You must specify in the Order Confirmation Form whether You wish to order a Concurrent User Licence, Intranet Wide Licence, Named User Licence or Site Wide Licence; Not all licence options are available for all Our Services;.

Passwords: means the company authorisation code, username and password issued to You on acceptance of the Order Confirmation Form;

Rating: means the provision of an Ascend assessment on the investment merit of an aircraft type over discrete time horizons;

Sales and Customer Support Team: means Ascend support staff tasked with handling customer access and support, processing contracts and liaising with Authorised Users. The sales and customer support team can be contacted at corporate.communications@ascendworldwide.com;

Service: means the information and the provision of the information on a Website, Datafeed, Spreadsheet, PDF, Publications or Mobile Device as specified in the Order Confirmation Form;

Site Wide License: means a license by anyone employed by/contracted to You to access the Service specified in the Order Confirmation Form;

VAT: means value added tax; VAT is charged in certain circumstances. The VAT rules are as follows: UK countries (England, Wales, Scotland, N Ireland) - pay VAT whether they provide a VAT number or not. EEC countries - pay VAT if they do not supply a VAT number. Non-EEC countries - do not pay VAT at all;

Viruses: has the meaning set out in clause 3; and

1.2 References to "We", "Us" "Ours" or Ascend shall refer to Ascend Worldwide Limited whose registered address office is at Cardinal Point, Newall Road, Heathrow Airport (London), Hounslow TW6 2AS, United Kingdom. Tel +44 (0)20 8564 6700. e-mail: corporate.communications@ascendworldwide.com and references to "You" and "Yours" shall refer to the company or business whose name appears in the Order Confirmation Form.
1.3 The Contract sets out the entire agreement between You and Us for the provision of the Service. To the extent there is any conflict or inconsistency between the terms if this Agreement and the Order Confirmation/Renewal Form, the terms of this Agreement shall prevail.
1.4 This Agreement shall remain in force unless terminated by either party under clause 9 or at common law or if You fail to make payment of any Charges by the due date for payment, in which case Ascend reserves the right to terminate this Agreement and the Services being provided herein immediately and without notice once the due date has passed.

2. PROVISION OF THE SERVICE

2.1 We agree to provide You with the Service in accordance with the provisions of this Agreement and Order/Renewal Confirmation Form.
2.2 We will, in response to a telephone or email request, issue an Order Confirmation Form which You must then complete as necessary, sign and return to Us, by email to corporate.communications@ascendworldwide.com. You agree to notify promptly the Sales and Customer Support Team of any changes to the information in the Order Confirmation Form. If Ascend reasonably believes that You have provided false information or failed to notify Us of any such changes, We reserve the right to terminate this Agreement and Your access to the Service immediately and without notice. The costs of any business interruption incurred by You as a result will not be for Ascend.
2.3 We may amend or withdraw any Order Confirmation Form which is not responded to within seven days from the date of its issuance.
2.4 Upon receipt of the Order Confirmation Form We will process the form and will indicate Our acceptance of Your order by e-mailing Your unique Password(s). These password(s) will grant You access to the Service for the Licence Period specified in the Order/Renewal Confirmation Form. You agree that by accessing the Service(s) with the password(s) this will be irrevocable confirmation of acceptance by You of the terms of this Agreement. For the avoidance of doubt a signature is not necessarily required to show acceptance of this Agreement. Acceptance will be deemed to take place upon You checking the box on the Website indicating Your agreement to these terms and/or an authorised signatory has signed the Contract.
2.5 We make no guarantee or warranty as to the availability the Service but We will correct reported faults as soon as reasonably practicable. If a fault occurs You should report the fault to the Sales and Customer Support Team.
2.6 You are responsible for the provision of and payment for telecommunications services plus a suitable PC and any other items of hardware or communications equipment necessary to enable You to access the Service. In no circumstances will We accept any responsibility whatsoever to provide any refunds for charges You may incur arising out of any delay or inability to access or use the Service due to any faults in these items or services.
2.7 We may temporarily suspend access to the whole or any part of the Service for any reason at Our sole discretion. We will, but shall not be obliged to, give You as much notice as is reasonably practicable. We will restore access to the Service as soon as reasonably practicable after temporary suspension. In accordance with clause 10 below We shall not be liable to You for any loss, whatsoever or howsoever incurred, including but not limited to any indirect losses which, You may incur as a result of such suspension or delay of the Service.
2.8 We may vary the technical specification of the necessary hardware, software and configuration to receive or use any Content purchased service from time to time.

3. COMPUTER VIRUSES

Whilst We use reasonable endeavours to protect the Service from computer viruses, worms, and Trojan Horses (the "Viruses"), We do not warrant that the Service is free from Viruses and accept no liability for any damage whatsoever that may result from the transmission of Viruses via the Service or via any files which are available for You to download from the Service.

4. CHARGES

4.1 You must pay the Charges as set out in the Order Confirmation Form within 14 days of the date of Our invoice, in accordance with this clause.
4.2 Payment of the Charges must be made by credit card, cheque or telegraphic transfer to Our bank account, details of which are available on request. If payment is received by bank transfer it is Your responsibility to ensure that we receive the full amount payable any and all bank charges will be for You and we reserve the right to suspend Service until the full amount of Charges is received.
4.3 We may require advance payment of Charges if you fail our credit check prior to being allowed access to the Service.
4.4 Unless otherwise stated, payment is due in GB Pounds Sterling (£) and should we agree payment in any other currency, the payment will be based at a rate set by Us.
4.5 VAT on orders made from within the UK or the European Union is added, where applicable, and orders from outside the European Union are VAT free.
4.6 If any payment due is not paid on time or Your payment is rejected, or You default in payment, the amount owing will be treated as overdue and We will be entitled immediately to cease or suspend the provision of the Service until payment has been received in full.

5. SECURITY

5.1 You are responsible for ensuring that no unauthorised access is obtained to the Service through Your access privileges and that all Authorised Users will either be Your employees or contractors. You will be entirely responsible and liable for all activities conducted through the use of the Password(s) issued to You, whether authorised by You or not.
5.2 You are responsible for the security and proper use of these Password(s) and must take all necessary steps to ensure that they are kept confidential, are used properly and are not disclosed to unauthorised third parties.
5.3 You must inform Us immediately if You have any reason to believe that the Password(s) have become known to someone not authorised to use them or if the Passwords are being, or are likely to be, used in an unauthorised way. If We have reason to believe that there is likely to be a breach of security or misuse of the Service, We may change Your Password(s) immediately and will notify You accordingly.
5.4 If You forget any of Your Password(s), You may obtain new Password(s) to enable You to access and use the Service, by contacting the Sales and Customer Support Team and satisfying the security checks which We operate.
5.5 We reserve the right to audit Your use of the Service to verify compliance with the Contract and Your permission to allow Us to enter Your premises and to perform such an audit will not be unreasonably withheld.
5.6 Any breach or failure to comply with the provisions of Clause 5 by You will allow Us to terminate this Agreement and Services immediately and without notice.

6. USE OF DATA

6.1 The details You provide to Us on the Order Confirmation/Renewal Form will be stored electronically and will be used to provide the Service to You. Please refer to the Privacy Policy for details of how Your data will be used and processed by Us.
6.2 We will use any personal data collected in full accordance with the Data Protection Act 1998. Please refer to the Privacy Policy for details of how Your personal data will be used and processed by Us.

7. USE OF THE SERVICE

7.1 You acknowledge that the title and all intellectual property rights and any other ownership rights or interest in the Service are vested in Us.
7.2 You will only use the information derived from the Service for Your own internal business purposes and no such information may be revealed to any other party without Our prior written permission which, if We give it, may be subject to such conditions or restrictions as We may require.
7.3 Without limiting the effect of clause 7.2, You acknowledge that the Service is protected by copyright law and regulations worldwide. It is a condition of this Agreement that:
7.3.1 You will not copy, market, resell, distribute, alter, add to or carry on any automated browsing or downloading, redistribution, reproduction, translation, publication, reduction to any electronic medium or machine readable form or commercial exploitation of the Service or in any other way deal with or utilise the same during the Licence Period or after cancellation of the Service;
7.3.2 You will not (except as expressly permitted by applicable law) reverse engineer, decompile or disassemble the Service.
7.4 Where permission is granted under clause 7.2, You warrant that any reproduction or copy of the Content made by You will be accurate and will reproduce any limitations or conditions which appear with such information in accordance the Service.
7.5 You will include a statement on or reference to any reproduction or copy of the Content made under the Contract to the effect that it has been obtained from Us as part of the Service with an Accreditation.
7.6 You will not alter or remove any copyright symbol or other identification or any information concerning the authorship of the Service(s). If You do so we reserve the right to immediately terminate this Agreement and any and all services even if subject to another agreement US.
7.7 You agree to use the Service for lawful purposes only, and in a manner which does not infringe, restrict or inhibit access to, or use of, the Service by any other persons.
7.8 You must contact Us immediately if anyone makes or threatens to make a claim against You relating to Your use of the Service. You will comply with any reasonable request which We may make for information and/or assistance in relation to such, or any similar, claim.
7.9 Any breach or failure to comply with the provisions of clause 7 by You will allow Us to terminate this Agreement forthwith and without notice and any other services even if subject to another agreement with Us.

8. FAIR USE POLICY

8.1 Our Fair Use Policy is designed to make sure that the Service is fast and reliable whenever You use it. Our Service availability objective is 99.0% over an annual period (excluding planned maintenance).
8.2 If the Service is used excessively the quality of the Service for all customers will be affected, making it slower for everyone to access the Service. The vast majority of Our customers use the Service considerately and their usage levels do not disproportionately affect the shared access to the Service by Our customers.
8.3 If You regularly use the Service in excess of Our average customer usage We reserve the right to suspend or restrict Your access to the Service or require You to pay an additional charge. In the event of a disagreement regarding usage Our date regarding usage shall prevail.

9. SUSPENSION AND TERMINATION

9.1 In addition to any other rights We may have, We can terminate this Agreement ,suspend or terminate Your Password(s) and Your access privileges immediately without notice if:
9.1.1 You breach any provision of the Agreement;
9.1.2 You are made bankrupt, enter into liquidation or any arrangement or composition with Your creditors (including Administration or its equivalent) or if a receiver or administrator or administrative receiver is appointed against any of Your assets or business and;.
9.1.3 On termination We will not be liable to refund any part of Charges paid by You.
9.2 If We delay in acting upon a breach of this Agreement by You, that delay will not be regarded as a waiver of that breach.
9.3 If We cease or intend to cease to operate the Service We will notify you at least 30 days in advance. Upon termination We will refund part of Charges paid by You for the Licence Period for the remaining period.
9.4 Should You wish to terminate the Service, You will notify Us at least 30 days in advance of the end of the Licence Period.
9.5 Should You terminate the Service prior to the end of the Licence Period, We will not refund any Charges for the remaining Licence Period.
9.6 Upon termination You affirm that any Content that You continue to retain is maintained for regulatory or compliance purposes only and not for Your normal business activities governed by clause 7.

10. LIABILITY

10.1 While We will use reasonable endeavours and care in the creation and supply of the Content and the Service. The Content and the Service are intended only to provide indicative data which, for the purposes of any particular transaction, needs to be confirmed by an individualised valuation. Accordingly, We make no representations or warranties as to the accuracy of the Content (including without limitation any representation or warranty as to the quality, accuracy, completeness or fitness for any particular purpose of the Content).
10.2 We also exclude, to the maximum extent allowed by applicable law any and all liability, in contract, tort or otherwise from the use of or inability to use the Service or the Content, for any loss or damages including (without limitation):
10.2.1 loss of business revenue, profits, business opportunities, anticipated savings, goodwill or wasted expenditure; or
10.2.2 for any type of indirect, special or consequential loss even if that loss or damage was reasonably foreseeable or We were aware of the possibility of that loss or damage arising.
10.3 Subject to Clause 10.2, Our liability to You arising in connection with the Contract (whether in contract or tort or otherwise, (including but not limited to negligence) will be limited to an amount equal to the Charges paid by You for the licensed Service in the Licence Period in which the liability arose. Unpaid Charges will not be included in any damages calculation.
10.4 Save as expressly specified in this Agreement, all warranties, conditions or other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
10.5 Some of the Content may contain forward-looking statements or future forecasts which involve risk and uncertainties, such as statements and opinions of company strategies, plans, objectives, expectations and intentions. These are not to be regarded as statement of fact. Actual performance, prospects, development and results may differ materially from any and all anticipated results and We shall not be liable for any loss or damage howsoever caused and howsoever arising (including but not limited to the excluded heads of damage set out in 10.2 - 10.2.2) due to reliance on any forward or future information.

11. INDEMNITY

You agree to hold Us harmless and indemnify Us from and against any and all claims, losses or expenses, including but not limited to any and all pre-litigation costs and expenses (including but not limited to expert advice or legal opinions, or legal proceedings arising from any use by You of the Service and the Content which are brought or threatened against Us by another person or corporation in any jurisdiction.

12. DISCLOSURE

We hereby disclose that aircraft manufacturers, operators and issuers of debt or equity for aircraft financing have, prior to assignment of any rating, not paid Us for the Rating rendered. We maintain policies and procedures to address independence of ratings and the rating process.

13. CONFIDENTIALITY

13.1 Neither party (each, a "Recipient") shall use or divulge or communicate to any person any Confidential Information of the other party (the "Disclosing Party").
13.2 You shall ensure that Your employees, agents and sub-contractors are aware of and comply with the confidentiality and non-disclosure provisions contained in this clause 13 and each Authorised Signatory shall be liable to the Disclosing Party in respect of any loss or damage which the other may sustain or incur as a result of any breach of confidentiality by its employees, agents or sub-contractors.
13.3 The restrictions contained in this clause 13 shall not apply to any Confidential Information which:
13.3.1 comes into the public domain otherwise than through a breach of this clause 13; or
13.3.2 is required by any court of competent jurisdiction or by a governmental or regulatory authority to be disclosed or where there is a legal right, duty or requirement to disclose.
13.4 For the avoidance of doubt and subject to clause 13.3, We will not without a court order or Your prior written consent use:
13.4.1 Your Confidential Information;
13.4.2 information concerning Your use, type of use, volume of use of the Service; or
13.4.3 information supplied by You concerning Your business, business plans and activities, except for the purpose of providing the Service.

14. GENERAL

14.1 We may modify this Agreement or any Service at any time, such modifications becoming effective immediately upon either posting of the modified terms of the service or by notification to You. By continuing to use the service following any such modification, You will be deemed to accept such modification.
14.2 If We cannot perform Our obligations under this Agreement because of circumstances beyond Our reasonable control such as technical failure, severe weather, fire or explosion, civil disorder, war, or military operations, natural or local emergency, anything done by government or other competent authority or industrial disputes of any kind, We will not accept liability for any losses, of whatever nature, which You may suffer either directly or indirectly from such causes.
14.3 Notices given under this Agreement may be given by Us to You via email through the Service or in writing to the address as currently stated in the Order/Renewal Confirmation Form. Notices given under this Agreement must be given to the Sales and Customer Support Team, in writing, at the address given in clause 1.
14.4 This Contract shall be governed by the laws of England and Wales and irrecovbaly consent to the exclusive jurisdiction of the English Courts.
14.5 Each party irrevocably waives any objection which it might at any time have to the Courts of England being nominated as the forum to hear and determine any suit, actions or proceedings and agrees not to claim the Courts of England are not a convenient or appropriate forum.
14.6 You shall not assign or otherwise transfer this Agreement in whole or in part to any other person without obtaining Our prior written consent.
14.7 We reserve the right to assign all or part of the Contract at any time, to any company or person or amend any of these Terms, the contents of the Service provided, without any notice.

15. STATUTORY RIGHTS

15.1 Nothing contained in this Agreement will affect Your statutory rights.

16. PRIVACY POLICY

We shall use reasonable endeavours to protect Your privacy as a customer using Our Website and/or Database and the confidentiality of the information You supply. Our use of Your personal data will always be in compliance with UK data protection legislation.
We will not sell or make available to any third party Your personal information except with Your consent. This policy sets out the principles governing Our use of Your personal data ("Data") and information collected from You. By registering to use the Service, You agree to this use.
16.1 We gather Data from You for a number of reasons, including to carry out the Service You request and to monitor and improve Our service generally. We may use the Data to provide You with details of Our services and otherwise for the normal use and improvement of the Service.
16.2 We may use cookies only to store information such as Your user ID and Your session identifiers to enable Us to identify whether You are an Authorised User and, if so, to shortcut Your access to the Website and/or Database. Website. We will only read cookies from Your cookie file placed there through Your web browser's interaction with the Website and/or Database. Website.
16.3 The Service hosted through the Website and/or Database may link to other websites and We are not responsible for their data policies, procedures or content.
16.4 We endeavour to take all reasonable steps to protect the Data including the use of encryption technology.
16.5 You accept that due to the nature of the Internet, this security cannot be guaranteed and You agree not to hold Us liable for any breach of security unless such breach was caused by recklessness on Our part.
16.6 Other details about Your use of the Website and/or Database and our obligations to Authorised Users can be found in the Terms.