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Licence Agreement

IRON ORE 360

LICENCE AGREEMENT

This Licence Agreement (“Agreement”) is entered into between IFCHOR GALBRAITHS (Switzerland) SA, a company incorporated in Switzerland (the “Licensor”), and the purchaser identified on the applicable Order Form (the “Licensee”). The Licensor and Licensee are each a “Party” and together the “Parties”.

This Agreement governs the use of the Iron Ore 360 report and associated materials provided by the Licensor to the Licensee. By signing an Order Form, completing an electronic checkout, or otherwise purchasing or using the Materials, the Licensee agrees to be bound by the terms of this Agreement.

1. Definitions

In this Agreement, the following terms have the meanings set out below:

“Affiliate” means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where “control” means ownership of more than 50% of the voting rights or equity interests.

“Authorised User” means an individual employee, officer, or contractor of the Licensee (or, where the Licence Scope so permits, an Affiliate) who is permitted to access the Materials under this Agreement.

“Business Day” means any day other than a Saturday, Sunday, or public holiday in Geneva, Switzerland.

“Confidential Information” means all non-public information disclosed by one Party to the other, whether orally, in writing, or in electronic form, that is marked as confidential or would reasonably be understood to be confidential, including (without limitation) the Materials.

“Licence Scope” means the scope of permitted use purchased by the Licensee, as set out in Section 3 (Single-User, Multi-User, or Corporate).

“Materials” means the Report, all Updates, and any associated data, documents, or analyst outputs provided by the Licensor to the Licensee under this Agreement.

“Order Form” means the order confirmation, quotation, or equivalent document specifying the Licence Scope, Package, Subscription Term, fees, named Authorised Users (where applicable), and any other commercial terms agreed between the Parties.

“Package” means the product package purchased by the Licensee (Bronze, Silver, or Gold), as set out in Section 4.

“Report” means the Iron Ore 360 report in PDF format, including all text, data, analysis, charts, and supporting materials delivered as the initial product.

“Subscription Term” means the period set out in Section 7 during which the Licensee is entitled to receive the Update Service.

“Update” or “Update Service” means the provision of periodic updates to the Report, as described in Section 6.

2. Grant of Licence

2.1 Subject to payment of the applicable fees and compliance with this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Materials strictly in accordance with this Agreement and the applicable Order Form.

2.2 The licence is limited to the Licensee’s internal business use, within the Licence Scope purchased.

2.3 No ownership rights or intellectual property rights in the Materials are transferred to the Licensee. All rights not expressly granted are reserved by the Licensor.

3. Licence Scope

3.1 Single-User Licence

  • Permits use by one named Authorised User, identified on the Order Form.
  • The Materials may not be shared with any other person, internally or externally.
  • The Licensee may substitute the named Authorised User on prior written notice to the Licensor, provided that the replacement user is bound by the terms of this Agreement and no more than one named user has access at any time.

3.2 Multi-User / Team Licence

  • Permits use by a defined number of Authorised Users within the Licensee, as specified in the Order Form.
  • Internal sharing is permitted only within that named group of Authorised Users.
  • The Licensee may substitute Authorised Users on prior written notice, provided that the total number of concurrent users does not exceed the number purchased.

3.3 Corporate Licence

  • Permits internal use by employees, officers, and contractors of the Licensee and its Affiliates, provided that such Affiliates are bound by obligations at least as protective as those in this Agreement.
  • External distribution remains prohibited.
  • The Licensee remains responsible for acts and omissions of its Affiliates and Authorised Users under this Agreement.

4. Product Packages

4.1 Bronze

Includes access to the Report only. No Update Service is included.

4.2 Silver

Includes access to the Report and the Update Service for the Subscription Term.

4.3 Gold

Includes access to the Report, the Update Service for the Subscription Term, and one analyst presentation or briefing as described in Section 13.

5. Permitted Use

Subject to Section 9 (Restrictions), the Licensee may:

  • use the Materials for internal analysis, decision-making, and planning;
  • make a reasonable number of copies of the Materials (including printed and electronic copies) for use by Authorised Users in accordance with the Licence Scope;
  • quote or reference limited extracts of the Materials in internal presentations, memoranda, and reports, provided such internal documents remain confidential and are not distributed externally;
  • use insights and conclusions derived from the Materials internally, provided that the underlying data is not itself disclosed externally.

6. Update Service

6.1 Scope

The Update Service provides periodic updates to the Report, which may include:

  • revised production data;
  • updated shipping flows;
  • port congestion indicators;
  • freight rate trends;
  • updated analysis and commentary.

6.2 Frequency

The Licensor will use reasonable efforts to provide Updates no less frequently than quarterly during the Subscription Term, subject to data availability. Quarterly delivery is a target and not a binding service level.

6.3 Delivery

Updates will be delivered via one or more of the following, at the Licensor’s discretion:

  • email;
  • secure download link;
  • client portal, where applicable.

6.4 Limitations

The Licensor:

  • does not guarantee real-time or event-driven updates;
  • is not obligated to provide updates beyond the stated target frequency;
  • may vary the content and format of Updates, provided that the overall scope of the Update Service is substantially maintained over the Subscription Term.

7. Subscription Term

7.1 Access to the Update Service is provided for a period of twelve (12) months from the date of delivery of the Report, unless a different period is set out in the Order Form (the “Subscription Term”).

7.2 Upon expiry of the Subscription Term:

  • the Licensee retains access to Materials previously delivered, subject to the continuing restrictions in this Agreement;
  • no further Updates will be provided unless the Subscription Term is renewed in accordance with Section 8.

8. Renewal and Upgrades

8.1 Renewal

This Agreement does not automatically renew. The Licensor will, where reasonably practicable, notify the Licensee of renewal terms at least thirty (30) days before the end of the Subscription Term.

Renewal is at the Licensor’s then-prevailing rates, which may differ from the original fees.

8.2 Upgrades

The Licensee may upgrade its Licence Scope or Package at any time during the Subscription Term by paying the difference between the applicable tier fees, pro-rated for the remainder of the Subscription Term on the basis of completed months.

9. Restrictions

The Licensee shall not, and shall procure that its Authorised Users and Affiliates shall not:

  • distribute, share, resell, rent, lease, or otherwise make the Materials available to any third party;
  • publish or disclose the Materials externally, in whole or in part;
  • upload, post, or store the Materials on any external platform, database, repository, or file-sharing service;
  • use the Materials in any product, service, or output offered to third parties (whether for a fee or free of charge);
  • reproduce, copy, translate, or create derivative works of the Materials beyond the permitted use in Section 5;
  • use the Materials, or any part of them, to train, fine-tune, validate, or evaluate any artificial intelligence or machine-learning model, or to create any dataset intended for such purposes;
  • reverse-engineer, decompile, or otherwise attempt to re-derive the underlying datasets, methodologies, or sources from the Materials;
  • use the Materials for competitive benchmarking or to develop a product or service that competes with the Materials;
  • remove, obscure, or alter any proprietary notices, watermarks, or identifiers contained in the Materials.

The restrictions in this Section 9 do not prevent disclosure required by law, regulation, or binding order of a court or competent authority, provided that (to the extent legally permitted) the Licensee gives the Licensor prompt prior notice and reasonable opportunity to seek protective measures.

10. Data Usage

10.1 All data included in the Materials is provided for the Licensee’s internal use only and may not be redistributed or incorporated into any commercial product or service.

10.2 Derived insights and conclusions may be used internally. The Licensee may reference the Materials as a source in internal documents, but shall not reproduce underlying data externally.

10.3 The Licensee shall not publish externally any statistic, figure, chart, or table taken from the Materials without the Licensor’s prior written consent.

11. Intellectual Property

All intellectual property rights in the Materials, including copyright, database rights, and rights in the underlying analysis and compilation, remain the sole and exclusive property of IFCHOR GALBRAITHS (Switzerland) SA or its licensors. The Licensee acquires only the limited right to use the Materials as expressly set out in this Agreement.

12. Watermarking and Monitoring

12.1 The Licensor may embed identifying information in the Materials, including the Licensee’s name, the Authorised User’s name, company, or email address, for the purposes of deterring and investigating misuse.

12.2 The Licensor reserves the right to investigate suspected misuse of the Materials. On reasonable prior written notice (and no more than once per calendar year, unless misuse is reasonably suspected), the Licensee shall provide the Licensor with such information as is reasonably necessary to verify compliance with this Agreement. Any audit shall be conducted at the Licensor’s cost, unless material non-compliance is identified, in which case the reasonable costs of the audit shall be borne by the Licensee.

12.3 Personal data embedded in or collected through the Materials will be processed in accordance with Section 21 (Data Protection).

13. Analyst Access (Gold Package)

13.1 Gold Package holders are entitled to one analyst presentation or briefing call of up to sixty (60) minutes with a Licensor analyst during the Subscription Term.

13.2 The session must be scheduled and delivered within six (6) months of the date of delivery of the Report. Any entitlement not used within that period shall lapse, and no refund or credit will be given.

13.3 Scheduling is subject to analyst availability. The Licensor may deliver the session by video conference or, at its discretion, in person.

14. Fees and Payment

14.1 Fees are set out in the Order Form, are quoted in the stated currency, and are exclusive of Value Added Tax (VAT), sales tax, withholding tax, and any other applicable taxes or duties, which shall be borne by the Licensee.

14.2 Unless otherwise agreed in the Order Form, payment is due within thirty (30) days of the date of the Licensor’s invoice.

14.3 Late payments shall bear interest at the rate of five per cent (5%) per annum in accordance with Article 104 of the Swiss Code of Obligations, or such higher rate as may be agreed in the Order Form.

14.4 All fees are non-refundable once the Report has been delivered, save where refund is expressly required by mandatory law.

15. Delivery

15.1 The Report will be delivered by email or secure download link within two (2) Business Days of receipt of payment (or, where payment terms allow, within two (2) Business Days of acceptance of the Order Form).

15.2 Access to the Update Service (where included in the Package) will be provided separately, in accordance with Section 6.

16. Disclaimer

The Materials are provided “as is” and “as available”. To the fullest extent permitted by law, the Licensor:

  • makes no warranties or representations, express or implied, as to the accuracy, completeness, timeliness, or fitness for any particular purpose of the Materials;
  • does not provide investment, legal, tax, or regulatory advice, and the Materials should not be relied upon as such;
  • accepts no responsibility for any decision made, or action taken or omitted, by the Licensee or any third party in reliance on the Materials.

17. Limitation of Liability

17.1 Subject to Section 17.3, and to the fullest extent permitted by law, the Licensor’s total aggregate liability arising out of or in connection with this Agreement (whether in contract, tort, or otherwise) shall not exceed the total fees paid by the Licensee to the Licensor in the twelve (12) months immediately preceding the event giving rise to the claim.

17.2 Subject to Section 17.3, the Licensor shall not be liable for any indirect, consequential, special, or punitive loss, nor for any loss of profit, revenue, business, goodwill, or anticipated savings.

17.3 Nothing in this Agreement excludes or limits the liability of either Party for:

  • fraud or fraudulent misrepresentation;
  • wilful misconduct or gross negligence (to the extent such limitation would be invalid under Article 100 of the Swiss Code of Obligations);
  • any other liability that cannot lawfully be excluded or limited.

18. Termination

18.1 Either Party may terminate this Agreement with immediate effect on written notice if the other Party:

  • commits a material breach of this Agreement which is incapable of remedy;
  • commits a material breach of this Agreement which is capable of remedy and fails to remedy that breach within thirty (30) days of receipt of written notice requiring it to do so;
  • becomes insolvent, enters into liquidation (other than for solvent reconstruction), has an administrator or receiver appointed, or ceases or threatens to cease to carry on business.

18.2 On termination or expiry of this Agreement for any reason:

  • all rights granted to the Licensee under this Agreement shall cease with immediate effect;
  • the Licensee shall promptly cease all use of the Materials, delete or destroy all copies in its possession or control (save for one archival copy held for legal or regulatory compliance purposes), and, if requested by the Licensor, certify such deletion or destruction in writing;
  • no fees paid shall be refunded, save as required by mandatory law.

18.3 Termination shall not affect any rights or liabilities accrued prior to the date of termination.

19. Confidentiality

19.1 Each Party shall keep the other Party’s Confidential Information confidential, shall not use it except for the purposes of this Agreement, and shall not disclose it to any third party without the other Party’s prior written consent.

19.2 The obligations in Section 19.1 do not apply to information which:

  • is or becomes publicly available other than through the receiving Party’s breach;
  • was already lawfully in the receiving Party’s possession without an obligation of confidence;
  • is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information;
  • is required to be disclosed by law, regulation, or binding order of a court or competent authority, provided that (to the extent legally permitted) the receiving Party gives prompt notice and reasonable opportunity to seek protective measures.

19.3 The obligations in this Section 19 shall survive termination or expiry of this Agreement for a period of five (5) years.

20. Governing Law and Jurisdiction

20.1 This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

20.2 The Parties submit to the exclusive jurisdiction of the ordinary courts of the Canton of Geneva, Switzerland, subject to appeal to the Swiss Federal Supreme Court where permitted by law.

21. Data Protection

21.1 Each Party shall comply with applicable data protection laws, including the Swiss Federal Act on Data Protection (FADP) and, where applicable, the EU General Data Protection Regulation (GDPR).

21.2 The Licensor may process personal data relating to the Licensee’s Authorised Users (including name, company, email address, and access logs) for the purposes of: (a) delivering the Materials and the Update Service; (b) administering this Agreement; (c) embedding identifying information in the Materials under Section 12; and (d) investigating suspected misuse. Further information is set out in the Licensor’s privacy notice, available on request.

22. Sanctions and Export Control

22.1 The Licensee represents and warrants that it, its Affiliates, and its Authorised Users are not (a) subject to sanctions administered by the Swiss State Secretariat for Economic Affairs (SECO), the United Nations, the European Union, the United Kingdom, or the United States Office of Foreign Assets Control (OFAC), or (b) established, resident, or operating in a jurisdiction that is subject to comprehensive sanctions.

22.2 The Licensee shall not use the Materials in breach of any applicable sanctions, export-control, or anti-money-laundering laws.

23. Force Majeure

Neither Party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, cyber-attack, failure of telecommunications or third-party data providers, or governmental action. The affected Party shall notify the other Party promptly and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than ninety (90) consecutive days, either Party may terminate this Agreement on written notice.

24. Assignment

24.1 The Licensee may not assign, transfer, sub-contract, or otherwise deal with any of its rights or obligations under this Agreement without the Licensor’s prior written consent, which shall not be unreasonably withheld in the case of assignment to an Affiliate or to a successor in connection with a bona fide sale of all or substantially all of the Licensee’s business.

24.2 The Licensor may assign or transfer this Agreement to any Affiliate or to a successor in connection with a reorganisation, merger, or sale of all or substantially all of its business.

25. Notices

25.1 Any notice under this Agreement shall be in writing and shall be sent to the address or email address set out in the Order Form (or such other address as a Party may notify in writing).

25.2 A notice is deemed received: (a) if delivered by hand, on the day of delivery; (b) if sent by pre-paid courier, two (2) Business Days after dispatch; or (c) if sent by email, on the day of transmission, provided no bounce-back or delivery failure notice is received.

26. Survival

The following Sections shall survive termination or expiry of this Agreement: Section 9 (Restrictions), Section 10 (Data Usage), Section 11 (Intellectual Property), Section 16 (Disclaimer), Section 17 (Limitation of Liability), Section 18.2 (Post-termination obligations), Section 19 (Confidentiality), Section 20 (Governing Law and Jurisdiction), Section 21 (Data Protection), Section 25 (Notices), and this Section 26, together with any other provision which by its nature is intended to survive.

27. General

27.1 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the original intent.

27.2 Waiver

No failure or delay by a Party to exercise any right or remedy under this Agreement shall operate as a waiver of that right or remedy. A waiver is effective only if given in writing.

27.3 Amendment

Any amendment to this Agreement must be in writing and signed by both Parties.

27.4 Third-Party Rights

This Agreement does not confer any rights on any person or entity other than the Parties to it.

27.5 Entire Agreement

This Agreement, together with the applicable Order Form, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings. In the event of any conflict between this Agreement and an Order Form, the terms of this Agreement shall prevail unless the Order Form expressly refers to the provision of this Agreement that it is varying.