Evaluation terms

Published on the 16 December 2020

These Evaluation Terms apply where Iress has entered into a Service Order with a Recipient pursuant to which Iress provides access to Iress software and/or services for a limited period of time for the Purpose.

1 - Definitions

The following definitions apply in these Evaluation Terms:

Agreement: means a relevant Service Order and these Evaluation Terms which, together, constitute the entire agreement between Iress and the Recipient in relation to the Purpose.

Information: information relating to the business, affairs, software or services of Iress, a Third Party Service Provider (or any of their affiliates) and obtained by the Recipient in connection with the Purpose (or otherwise) and including technical and functional specifications, know-how, product information, pricing and related terms.

Permitted Party: means, where acting solely in accordance with the Purpose, (a) the Recipient, or (b) a third party expressly permitted by Iress in writing.

Third Party Service(s): any data (including financial data or information), services or software provided by, or on behalf of, a third party and made available through the Iress Service.

Third Party Service Provider: a service or data feed provider who is not part of the Iress group and who provides Third Party Service(s).

Iress, Recipient, Purpose, Iress Service, Trial Period shall have the meaning set out in the Service Order which incorporates these Evaluation Terms.

2 - Licence

2.1 Iress grants the Recipient a non-exclusive, non-transferable, revocable licence to access and use the Iress Service during the Trial Period for the Purpose.

2.2 The Recipient shall not:

a) make the Iress Service available to a third party (except in accordance with these Evaluation Terms);

b) copy, reproduce, adapt, modify or publish the Iress Service except as may be strictly necessary for the Purpose;

c) create derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive the source code of, or any internal file generated by, any software which forms part of the Iress Service;

d) alter or remove any copyright, trademark, notice of Intellectual Property Rights or any other protective notice included within the Services without the prior written consent of Iress.

2.3 The Recipient acknowledges that where it is receiving Third Party Services during the Trial Period, the Purpose may be subject to further restrictions, as set out in a Service Order incorporating these terms.

3 - Confidentiality

3.1 Where Information is provided to the Recipient in connection with the Purpose, the Recipient agrees that it will respect and preserve the confidentiality of such information for a period of five years after the date of such disclosure, notwithstanding the end of the Trial Period.

3.2 The Recipient shall take all reasonable steps to preserve the security and confidentiality of the Information and notify Iress promptly upon discovery of any unauthorised use or disclosure of it.

3.3 The Recipient shall not without the prior written consent of Iress:

a) communicate or otherwise make available the Information to any third party other than a Permitted Party; or

b) use the Information itself for any commercial, industrial or other reason other than the Purpose; or

c) copy, adapt, or otherwise reproduce the Information save as strictly necessary for the Purpose.

3.4 Where the Recipient makes the Iress Service, the Third Party Service(s) and Information or any part thereof available to a Permitted Party, the Recipient shall ensure that the Permitted Party is made aware of the confidential nature of the Information and is bound by conditions of secrecy no less strict than those set out here. The Recipient agrees to monitor the use of the Iress Service, the Third Party Service(s) and Information by the Permitted Party and to enforce their obligations of confidence (including where directed to do so by Iress).

3.5 The obligations contained in this paragraph 3 shall not apply to any part of the Information which the Recipient can clearly demonstrate to Iress’ satisfaction:

a) has become public knowledge other than through the fault of the Recipient or a Permitted Party;

b) was already known to the Recipient prior to disclosure to it by Iress; or

c) has been received from a third party who neither acquired it in confidence from Iress nor owed Iress a duty of confidence in respect of it.

4 - Property Rights

4.1 The Iress Service and Information are proprietary to Iress or its licensors. The Third Party Services are proprietary to the Third Party Service Providers or their licensors. The Recipient acknowledges that any disclosure or rights granted pursuant to these Evaluation Terms shall not confer on the Recipient any intellectual property or other rights in relation to the Iress Service, Third Party Service(s) or the Information.

4.2 Ownership of any copies of all or any part of the Iress Service and/or Information and related documentation shall at all times remain with Iress, and the Recipient shall label any copies in a tangible medium with a notice that such copy belongs to Iress.

4.3 In the event that the Recipient is notified of any claim that use of the Iress Service infringes the rights of a third party, the Recipient agrees to immediately notify Iress and, at Iress’ request, to immediately cease use of the Iress Service.

5 - Privacy

The Recipient agrees not to input any personal information (being information relating to an identifiable living natural person and, where applicable, a juristic person) into the Iress Service. Only test (dummy) data should be entered into the Iress Service.

6 - Term and Termination

6.1 The Recipient’s licence to use the Iress Service will terminate:

a) at the end of the Trial Period unless Iress elects to extend it;

b) immediately upon written notice by Iress;

c) automatically upon entry into an agreement between Iress and the Recipient for an ongoing licence of the Iress Service.

6.2 Upon termination in accordance with clause 6.1, above, the Recipient shall return to Iress or destroy all Information which have been provided to the Recipient pursuant to this Agreement. On request by Iress, the Recipient shall certify in writing that it has complied with this clause 6.2.

7 - Disclaimer

7.1 The Recipient is evaluating the Iress Service free of charge and agrees that it is reasonable that Iress shall have no liability of any kind (including negligence) in respect of the Iress Service or under this Agreement, except in the case of fraudulent acts or in respect of death and personal injury caused by Iress’ negligence. In particular, Iress shall have no liability for any data loss or corruption and the Recipient agrees that it has sole responsibility for protecting its data during evaluation of the Iress Service.

7.2 No representations, conditions, warranties or other terms of any kind are given in respect of the Iress Service, the Third Party Service(s) or the Information, and all statutory implied warranties and conditions are excluded to the fullest extent possible.

8 - Third Party Services

8.1 Where Third Party Services (including third party data feeds) are provided via the Iress Service, the Recipient acknowledges that such Third Party Service(s) may be subject to the Third Party Service Provider’s terms of use (“Third Party Terms”). Such Third Party Terms may be set out on the following website http://support.iress.com.au/legal/thirdpartydata.html (or such other URL as adopted by Iress from time to time) or otherwise notified to the Recipient. The Recipient must comply with all Third Party Terms (as amended from time to time). To the extent any Third Party Terms relating to use of the Third Party Service conflict with these terms, the Third Party Terms shall prevail. The Recipient agrees, for the purposes of reviewing any use of the Third Party Service(s), to allow Iress, Third Party Service Providers or their authorised representatives reasonable and appropriate access to any of the Recipient's premises where such Third Party Service(s) are being used, stored or accessed in order to inspect, test and audit the same and the Recipient's compliance with the requirements of any Third Party Terms. If any audit results in Iress and/or a relevant Third Party Service Provider becoming aware that the Recipient is not in compliance with its obligations under this Agreement, (without prejudice to Iress’ rights or remedies) Recipient will promptly remedy the issue.

9 - General

9.1 The person signing the Service Order on behalf of the Recipient confirms that they are authorised to enter into the Agreement and to bind the Recipient.

9.2 "Writing" or "written" includes email.

9.3 Neither the Recipient’s rights nor obligations under this Agreement may be assigned or sub-contracted, other than with Iress’ written consent.

9.4 This Agreement can only be varied by written agreement between Iress and the Recipient.

9.5 Other than expressly stated herein, this Agreement does not confer rights or benefits on a person who is not party to it.

9.3 Any claim or dispute arising out of or in connection with the Agreement is to be governed by the laws of the country in which Iress is incorporated. Each party submits to the non-exclusive jurisdiction of the courts of the country in which Iress is incorporated.