PLEASE READ THIS DATA LICENCE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE ACCESSING OR DOWNLOADING DATA FROM IFASTAT. BY ACCESSING OR DOWNLOADING DATA, YOU (“USER”) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR DOWNLOAD DATA FROM IFASTAT.
Background
The International Fertilizer Association (“IFA”) compiles and disseminates information on fertilizer markets as available on IFASTAT Portal.
IFA owns or is licensed to use and sub-license (as contemplated by this Agreement) the copyright and any database rights in the IFA Data (defined below).
The User is either an IFA Member (defined below) or is expressly authorized by IFA in writing to access the IFASTAT Portal, that wishes to obtain access to IFA Data from time to time.
IFA and the User (each a “Party”, together the “Parties”) have therefore agreed to enter into this Agreement setting out the terms and conditions upon which the User obtains the IFA Data.
1. Interpretation
1.1. The definitions and rules of interpretation in this clause apply in this Agreement and in any other agreement between the Parties.
Business Day: a day other than a Saturday, Sunday or bank or public holiday in England and Wales;
Change of Control: a change in the identity of the person who has Control;
Confidential Information: all confidential information (however recorded or preserved) disclosed by a Party or its Representatives to the other Party and that Party's Representatives in connection with this Agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure. It is acknowledged that IFA Data is Confidential Information of IFA;
Control: the right to control, directly or indirectly, the activities of a person, whether through ownership or the ability to control the voting powers of shares, the ability to control the board or management of such person or otherwise;
Effective Date: the date the User first accesses the IFASTAT Portal and/or downloads IFA Data.
IFA Data: the data, statistics, publications, images, and other information made available through IFASTAT Portal from time to time.
IFASTAT Portal: the online means by which IFA makes available IFA’s collection of databases, market outlooks, factsheets, supply reports, consumption reports and other data, that collectively contain statistical information on fertilizer markets.
IFA Member: A User that has a live membership with IFA that has not been withdrawn and has not ceased.
Insolvency Event: where a person ceases or threatens to cease to carry on business, is found unable to pay its debts within the meaning of the Insolvency Act 1986 section 123 , has an administrator, receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters any composition with creditors generally, or has an order made or resolution passed for it to be wound up (otherwise than in furtherance of any scheme for solvent amalgamation or solvent reconstruction) or undergoes any similar or equivalent process in any jurisdiction;
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Licence: the licence granted in Clause 2.1.
Representatives: in relation to a Party, its employees, officers, contractors, subcontractors, representatives and advisers.
1.2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6. References to clauses and schedules are to the clauses and schedules of this Agreement and references to paragraphs are to paragraphs of the relevant schedule.
2. Grant of Licence
2.1. Subject to and conditional upon compliance with the terms of this Agreement, IFA grants to the User a limited, non-exclusive, non-transferable, revocable licence to access and use IFA Data, subject to the terms of this Agreement.
2.2. User may not share the IFA Data with other persons, other than the User’s officers, employees and directors to the extent required.
2.3. User must immediately notify IFA of any suspected or actual data breach or unauthorized use of IFA Data.
3. Permitted Use
3.1 User shall at all times ensure the IFA Data is used in compliance with the terms of the Agreement and in compliance with all applicable laws and regulations.
3.2 User may use IFA Data solely for internal and non-commercial reports, analysis, research, and presentations (“Internal Purposes”), provided that:
Clear attribution is given to IFA and the IFA Data is visibly cited as the source;
The User’s use and reproduction of the IFA Data is fair, reasonable, and is not extensive; and
IFA Data is aggregated to display global or regional totals, the top-5 producing countries, or similar groupings.
3.3 Subject to Clause 3.2, User may quote individual sentences from IFA Data for Internal Purposes.
3.4 User may use IFA Data solely for public non-commercial reports, materials and releases (“Public Purposes”), provided that:
User obtains express written permission of IFA;
Clear attribution is given to IFA and the IFA Data is visibly cited as the source;
The User’s use and reproduction of the IFA Data shall solely be to the extent as reasonably required for the Public Purposes; and
IFA Data is aggregated to display global or regional totals, the top-5 producing countries, or similar groupings.
3.5 Subject to Clause 3.4, User may quote individual sentences from IFA Data for Public Purposes and in all cases this reproduction shall not exceed minor extracts.
3.6 User may use IFA Data to train or fine tune User’s own artificial intelligence models strictly for Internal Purposes, provided that such model is not made available to any third party and the User ensures and accepts full responsibility for such use remaining strictly internal. Any external use or disclosure for Public Purposes requires prior written consent from IFA.
3.7 User shall not knowingly or intentionally do anything that causes any part of the IFA Data or IFASTAT Portal to be interrupted, damaged or in any way impaired.
3.8 User agrees to assume responsibility for the security of any passwords, security measures, and other login details issued by IFA for accessing the IFA Data and IFASTAT Portal.
3.9 Users are encouraged to share with IFA a copy of any reports or presentations in which IFA Data is used.
4. Restrictions
4.1 No part of IFA Data may be copied, downloaded, displayed, reproduced, modified, published, stored, redistributed, sold, or otherwise exploited for any commercial purpose without the express written permission of IFA.
4.2 User may not distribute IFA Data to third parties, subsidiaries, affiliates, or business partners unless explicitly authorized by IFA or covered by a group membership.
4.3 Wholesale copying or use of entire IFA works from IFA Data is strictly prohibited.
4.4 User may not publish a large volume of IFA Data for Internal Purposes , unless the User consults with IFA and obtains prior written authorization.
4.5 IFA reserves the right to monitor and audit User compliance with this Agreement.
4.6 Upon termination or breach, User must delete all IFA Data (including all copies held by the User) and certify deletion in writing.
5. Intellectual Property
5.1. User acknowledges that:
all IFA Data is protected by copyright and other Intellectual Property Rights;
IFA retains all rights, title, and interest in and to the IFA Data and IFASTAT Portal;
User shall have no rights in or to IFA Data other than the right to use it in accordance with the express terms of this Agreement; and
any derivative works or improvements created using IFA Data remain the property of IFA unless otherwise agreed in writing.
5.2. User must respect IFA’s Intellectual Property Rights at all times.
5.3. For the purposes of Clauses 3.2.1. and 3.4.2 above, User may use the IFA name and logo to appropriately cite a source as originating from IFA Data.
6. Disclaimer of Warranties
6.1. User acknowledges and agrees that:
IFA Data is provided “as is” without warranties of any kind, express or implied;
IFA does not warrant the accuracy, completeness, reliability, suitability or timeliness of the IFA Data;
The IFA Data and IFASTAT Portal are subject to change without notice;
The IFA Data and IFASTAT Portal may contain inaccuracies or errors and IFA expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by law;
User uses the IFA Data and IFASTAT Portal at its own risk and shall be responsible for ensuring that such information meets its own specific requirements;
User shall not place any reliance upon the IFA DATA whereby an error or omission could put any person at risk of injury or cause damage to property;
IFA and IFA’s employees shall not be liable for any damages arising from the use or inability to use IFA Data or the IFASTAT Portal; and
Use by User of IFA Data does not imply any endorsement by IFA of any analysis or conclusions derived therefrom.
7. Liability
7.1. IFA shall not be liable to the User for any loss of profit or loss of revenue arising out of or in connection with:
this Agreement; or
any breach or non-performance of this Agreement no matter how fundamental (including by reason of IFA’s negligence).
7.2. IFA shall not be liable to the User for:
any indirect loss;
any loss of goodwill, reputation or opportunity; or
any loss of or corruption of data,
in each case arising out of or in connection with this Agreement or any breach or non-performance of it no matter how fundamental (including by reason of that IFA’s negligence) whether or not IFA had been informed of or was aware that there was a serious possibility of such loss.
7.3. The total liability of IFA arising under or in connection with this Agreement or any breach or non-performance of it no matter how fundamental (including by reason of IFA’s negligence) in contract, tort or otherwise shall be limited to the value of IFA’s annual membership fee or £1000, whichever is greater.
7.4. Notwithstanding any contrary provision in this Agreement, neither Party limits or excludes its liability in respect of:
any death or personal injury caused by its negligence;
any fraud;
its willful default or willful abandonment of this Agreement or any part of it; or
any statutory or other liability which cannot be excluded under applicable law.
7.5. User agrees to fully indemnify and hold harmless IFA from any claims, damages, or losses (including all reasonably incurred legal expenses suffered or incurred by IFA) arising from User's use of the IFA Data and IFASTAT Portal other than in strict compliance with the terms of this Agreement.
8. Enforcement
8.1. IFA strictly enforces its Intellectual Property Rights. Unauthorized use, reproduction, or distribution of IFA Data may result in civil, criminal, or administrative penalties, including but not limited to damages, injunctions, and other remedies available under law.
8.2. Failure by IFA to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other rights.
9. Term and Termination
9.1. This Agreement shall begin on the Effective Date and shall continue unless a Party serves on the other Party termination notice.
9.2. Subject to the Company’s User remaining an IFA Member in accordance with IFA’s Articles of Association and applicable byelaws, either Party may terminate this Agreement for convenience following thirty (30) Business Days from the service of a written notice on the other Party.
9.3. IFA may terminate this Agreement immediately upon written notice to the User that the User:
is in breach of this Agreement;
is in breach of any other agreement between the Parties or any policies or codes published by IFA from time to time;
is suspended from accessing IFA’s services, including IFA Data and the IFASTAT Portal for any reason including but not limited to non-payment of fees;
ceases to be an IFA Member;
undergoes an Insolvency Event; or
undergoes a Change of Control.
9.4. Upon termination, all rights under this Agreement shall terminate and User shall delete all IFA Data from its systems and shall confirm this deletion in writing with IFA.
10. Confidentiality
10.1. Each Party shall treat all Confidential Information as strictly confidential and shall not disclose Confidential Information to any person except as expressly permitted by this Agreement.
10.2. A Party may disclose Confidential Information if and to the extent:
required by law or order of the courts, or by any securities exchange or regulatory or governmental body to which such Party is subject, wherever situated (whether or not the requirement for information has the force of law);
disclosed on a necessary basis to the professional advisers, auditors and bankers of such Party;
the Confidential Information has come into the public domain other than by a breach of any obligation of confidentiality; or
with the prior written approval of the other Party.
10.3. The restrictions contained in this Clause 10 shall continue to apply after the termination or expiry of this Agreement (however arising) without limit in time.
11. Notices
Any notice to be given under this Agreement must be in writing and may be given by email, post or personal delivery.
12. Variations
No purported amendment or variation of this Agreement or any provision of this Agreement shall be effective unless it is in writing and duly executed by or on behalf of each of the Parties.
13. Third Party Rights
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
14. No Partnership or Agency
Nothing in this Agreement is intended to or shall give rise to any relationship of partnership, joint venture or profit sharing in the nature of partnership between the Parties.
15. Entire Agreement
This Agreement constitutes the entire agreement and understanding between the Parties relating to the transactions contemplated by or in connection with this Agreement and the other matters referred to in this Agreement and supersedes and extinguishes any other agreement or understanding (written or oral) between the Parties or any of them relating to the same.
16. Assignment
16.1. This Agreement is personal to the User and may not be assigned.
16.2. IFA may at any time, without the prior written consent of the User, assign all or any part of its rights and/or obligations under this Agreement.
17. Governing Law and Jurisdiction
17.1. This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) are governed by and shall be construed in accordance with English Law.
17.2. The Parties submit to the exclusive jurisdiction of the English courts for all purposes relating to and in connection with this Agreement.
18. Contact
For questions regarding this Agreement or requests for permission to use IFA Data beyond the scope of this Licence, please contact the IFA Secretariat.
By clicking “Accept” or otherwise accessing or downloading data from IFA and IFASTAT Portal, you acknowledge that you have read, understood, and agree to be bound by the terms of this Data Licence Agreement.