Terms of Price Feeds

These terms and conditions for price feeds are to be read in conjunction with a Services Agreement between CONSTI (the Supplier of the Services) and you (Subscriber) which, by its terms, will incorporate these by reference or have them printed on the back or attached to them.

The standard way of signing the Services Agreement is by filling out a online form or PDF form. In order that a contract becomes effective, Subscriber has to agree to to the Services Agreement request of the Subscriber by email or in a written manner within 72 hours until it was received. If the Subscriber is not confirming the acceptance of the Services Agreement, the contract does not become effective.

The Services Agreement will contain the following:

Name, status, country/state of incorporation address, email address of the Subscriber, VAT number if existing.
The name and position of person executing on behalf of the Subscriber.
Details of the Subscriptions to be taken, including the Price.
Initial Term and Duration of the Services Agreement.
Date of the Services Agreement.
Date on which the Subscriptions are to commence.
Location at which the Subscriptions is to be utilised.

Individual definitions of terms: see section 21 Definitions.

1 Rights and Obligations of CONSTI

1.1 Services Provision: CONSTI shall provide the Services to the Subscriber upon the terms of the Services Agreement which incorporate these Terms of Price Feeds.

1.2 License Grant: CONSTI hereby grants Subscriber a non-transferable, non-exclusive license to access and use on a subscription basis the CONSTI data identified in the Services Agreement (the "Data") hosted by CONSTI in accordance with these Terms of Price Feeds. Subscriber agrees to use the Data solely for Subscriber’s internal business purposes (“Permitted Internal Use”).

1.3 Care in Compilation: CONSTI shall use all reasonable care in the compilation of the information which forms any part of the Services.

1.4 Editorial Freedom: CONSTI reserves to itself complete editorial freedom in the form and content of the Services and, if those alterations do not result in a material change to the Services, CONSTI may alter the same from time to time with reasonable prior written notice.

1.5 Contractual amendments: CONSTI will propose significant amendments to the Service Agreement or the Terms of Price Feeds, which go beyond the editorial freedom, to the Subscriber either via email or in writing at least 90 calendar days prior to the intended date of implementation of said amendments. The Subscriber will have the option to accept, reject, or remain silent regarding the proposed amendments before the specified effective date. Should the Subscriber choose to remain silent within 15 calendar days from the receipt of the notification regarding proposed amendments, it will be considered as approval of the amendments. However, if the Subscriber objects to the amendments within the 15-day timeframe, the proposed changes will not take effect. CONSTI will explicitly state this consequence when presenting the amendments to the Subscriber. Any objections must be sent to the email address "info@consti.tech". Amendments concerning Charges are subject to Section 3 and the corresponding List of Prices, while the process outlined in Section 3.2 applies.

2 Rights and Obligations of the Subscriber

2.1 Licensed Data: Subscriber shall make no attempt to (i) alter, modify, improve, reverse engineer, interfere, disassemble or decompile the Data and/or the hosting of the Services by which the Data is delivered; or (ii) sublicense or transfer any of Subscriber’s rights under this Agreement, except as otherwise provided in this Agreement.

2.2 Redistribution of Data: The Subscriber shall not sell or disclose or distribute externally the Data provided by CONSTI for any monetary or other consideration.

2.3 Data Access: The Subscriber shall authorize individual users to access and use the Data by assigning user IDs and passwords or API keys to each such user (an “Identified User”) providing that the Data is not used by more Identified Users than the number of Identified Users specified in the Services Agreement.

2.4 Contract: The Subscriber shall use reasonable endeavors to comply with any terms attached to any of the Consents set out herein.

2.5 Payments: The Subscriber shall pay the charges when due.

3 Charges

3.1 Subscription Charges: The Subscriber’s obligation to pay the Subscription shall commence on the Commencement Date.

3.2 Price Changes: CONSTI reserves the right to amend the Charges as per the procedure outlined in Section 1.5 under the following circumstances:

If the costs associated with providing the Services have increased.
If there is a need to alter the overall structure of the Fees for the Services.
If the content of the License has been expanded.
If the value of the License has increased.
If adjustments to the Fees are necessary to align CONSTI's fee level with that of other comparable market data suppliers and information providers.
If adjustments to the Services are necessary to align CONSTI's service level with that of other comparable market data suppliers and information providers.
If there have been changes to the manifest or methodology used by the Subscriber's Services.

CONSTI will exercise its discretion reasonably when making adjustments to the Fees and/or Services, ensuring that the legitimate interests of the Subscribers are adequately taken into account.

To avoid a potential price increase in the future, Subscribers can prepay for the desired Services up to three years in advance.

3.3 Termination Due to Charges Increase: Subscriber has 15 days time to object against charges increase, see Section 1.5.

3.4 Payment Terms: All Charges are stated net of VAT/sales tax and any withholding tax/tax deducted at source (“TDS”) and shall be paid in full in cleared funds without set off, deduction or abatement on any grounds within 30 (thirty) days of the date of the invoice. If a Subscriber is required by local law to deduct TDS then the TDS will be on the Charges net of VAT/sales tax and the Subscriber must ensure delivery of the appropriate withholding tax certificate at the end of the next calendar quarter. Time for payment shall be of the essence.

4 Representations and Warranties

5.1 Accuracy and Reliance: Despite CONSTI's diligent efforts to ensure the accuracy, completeness, timeliness, and correct sequencing of the Data, Subscriber acknowledges that neither CONSTI nor its third-party software, data, or service providers shall be liable for any inaccuracies, incompleteness, delays, or sequencing errors in the Data. Subscriber agrees that any decision made or action taken in reliance upon such Data is solely at their own risk.

5.2 Service Provision Warranty: CONSTI warrants that it will exercise reasonable skill and care in providing the Services.

5.3 Exclusion of Implied Warranties: All other implied warranties, conditions, and terms, whether implied by statute, law, or otherwise, are excluded to the fullest extent permitted by law.

5.4 Data Backup Responsibility: CONSTI expressly excludes all liability for the regular backup of Subscriber’s data, and Subscriber acknowledges that it is solely responsible for backing up its data in accordance with best industry practice.

5 Limitations of Liability

5.1 Price Reliance: Subscriber acknowledges that CONSTI has priced its Services and entered into the Agreement based on the limitations of liability and disclaimers of warranties and damages outlined herein, which are essential to the agreement between the Parties.

5.2 Maximum Liability and Remedies: Subject to allegations of fraud or willful default, each Party's maximum aggregate liability and sole remedy for all claims arising out of or in connection with the Services Agreement shall not exceed the amount paid or payable by the Subscriber under the Subscription.

5.3 Exclusion of Certain Losses: Neither Party shall be liable for any special, indirect, or consequential loss suffered by the other Party, including loss of profits, business, data, contracts, savings, or use.

5.4 Exception to Limitation: Any limitation of liability set out in the Services Agreement shall not apply to restrict a Party's liability for death or personal injury caused by negligence or where such restriction would be contrary to applicable law.

5.5 Time Limit for Claims: Neither Party shall be liable for claims made more than two years after the termination of the Services Agreement.

6 Indemnity

6.1 Third-Party Claims: Each Party shall indemnify the other against any third-party claim alleging loss or damage caused by corrupt information in the Data attributable to the indemnifying Party's employee, agent, or contractor, up to the annual contract value.

7 Confidentiality

7.1 Confidential Information Handling: The Parties shall keep Confidential Information confidential, with exceptions for lawful knowledge, public domain status, necessary disclosure for Services Agreement fulfillment, or legal requirements.

7.2 Employee Compliance: Both Parties shall ensure their employees, agents, and subcontractors comply with confidentiality obligations.

7.3 Continuation of Obligations: Confidentiality obligations continue indefinitely but do not apply in specific circumstances.

7.4 Public Announcements: Neither Party may publicize the contract without the other Party's prior written consent.

8 Term

8.1 Effective Date: The Services Agreement comes into effect on the Commencement Date.

8.2 Termination: The Agreement continues for the Initial Term and thereafter until terminated by either Party with a 90-day written notice, effective on the next anniversary of the Commencement Date.

9 Ownership

9.1 Intellectual Property Rights: CONSTI and/or its suppliers own all rights to the Data and related technology used in the Services, protected by copyright.

9.2 Data Usage Restrictions: Subscriber agrees not to exploit the Data commercially without CONSTI’s consent or for any unlawful purpose.

9.3 License Exclusion: Subscriber is not granted any license or rights under CONSTI's patents, trademarks, trade secrets, or copyrights, except as provided herein.

9.4 Audit Rights: CONSTI may conduct periodic audits of Subscriber's usage of the Data, limited to ensuring compliance with the Agreement.

9.5 Subscriber's Clients Information: CONSTI normally does not require information regarding Subscriber’s clients.

9.6 Audit Findings Consequences: If the audit determines Subscriber's improper use of the Data, CONSTI may require reimbursement for audit costs and adjust charges accordingly.

9.7 Audit Standards: CONSTI's audit rights shall comply with industry best practices, minimizing disruption to Subscriber's operations and respecting confidentiality requirements. All audit-related information is deemed Confidential Information.

10 Intellectual Property Indemnification

10.1 Notification of Purported IP Claims: If a Subscriber becomes aware of any assertion by a third party that the Data or Services infringe upon their copyright, trademark rights, or patent (a "Purported IP Claim"), the Subscriber shall notify CONSTI in writing within 14 days of receiving such claim.

11.2 Indemnification Process: CONSTI will indemnify, defend, and hold harmless the Subscriber against any claim or proceedings based on a Purported IP Claim, provided that:

CONSTI is promptly notified in writing of the claim,
CONSTI is given sole authority and control of the defense or settlement of the claim, and
the Subscriber provides all reasonable information and assistance requested by CONSTI.

11 Public Announcements

12.1 Use of Party Names: Neither Party shall use the other Party's name or marks in advertising, publicity, or promotional materials without prior written consent, except as otherwise agreed in a written form, subject to conditions.

12 Identification

12.1 Confidentiality: Subscriber is responsible for maintaining the confidentiality of its corporate ID, passwords, and those of Identified Users. CONSTI shall not be liable for failures resulting from Subscriber's non-compliance.

13 Data Protection

13.1 Compliance: Both Parties agree to comply with all legal requirements related to the storage, transfer, provision, and use of Data and personal data.

13.2 User Consent Warranty: The Subscriber warrants securing consent from users and third parties whose personal data is processed by CONSTI, indemnifying CONSTI against any costs or losses due to breach of this warranty.

14 Termination

14.1 Suspension for Non-Payment: CONSTI may suspend Services immediately if Charges are unpaid, and may terminate the Agreement if not remedied within seven days.

14.2 Breach Termination: The Services Agreement can be terminated by either Party immediately upon providing written notice to the other Party under the following circumstances:

The other Party breaches a significant term of the Services Agreement (excluding those outlined in section 14.1) and, if the breach is remediable, fails to rectify it within thirty days of receiving a written request from the non-breaching Party.
A resolution is passed or an order is made for the winding up of the other Party (except for solvent amalgamation or reconstruction purposes), or the other Party becomes subject to an administration order, appointment of a receiver or administrative receiver, encumbrancer taking possession of any of the other Party's property, or any analogous process under foreign law.

15 Consequences of Termination

15.1 Effect of Termination: Any termination of the Services Agreement for any reason shall not affect the rights or obligations accruing or accrued to either Party and which may have existed prior to its termination.

15.2 Financial Settlement: Upon termination, Services cease, outstanding Charges are due, and CONSTI reimburses any unused Subscription amount, offset by outstanding Charges.

16 Force Majeure

16.1 Neither Party shall be held accountable to the other for any reduction in Charges, delay, or failure to fulfill its obligations under the Services Agreement due to circumstances beyond its reasonable control, commonly referred to as a "Force Majeure Event." These include, but are not limited to:

Natural disasters such as floods, storms, or other acts of nature;
War, hostilities, revolutions, riots, or civil disorder;
Damage to or malfunction of premises, machinery, equipment, or materials (including computer hardware or software) belonging to CONSTI, whether temporary or permanent;
Changes in laws or regulations, including amendments, interpretations, or applications by authorities;
Actions by governmental or public authorities or agencies of the European Economic Community, including delays in granting consent, exemptions, or clearances;
Strikes, lockouts, or other industrial actions;
Breaches of contract, defaults, or insolvency of third parties, excluding agents or subcontractors of the Party seeking relief and companies within the same group;
Failure of a Data Supplier to deliver contracted data, integral to the Data, for more than three consecutive business days.

16.2 In the event of a Force Majeure Event, the affected Party shall:

Provide written notice to the other Party promptly, detailing the commencement, extent, cause, and estimated duration of the Force Majeure Event;
Make reasonable efforts to minimize the impact of the Force Majeure Event on its obligations under the Services Agreement;
Resume its obligations under the Services Agreement as soon as reasonably feasible following the conclusion of the Force Majeure Event.

17 Assignment

17.1 Transfer: CONSTI can transfer the contractual relationship to an affiliated company, if needed for organizational reasons.

17.2 Rights and Obligations: Other assignment of rights or obligations under the Agreement requires prior written consent.

18 Statutory Interest

18.1 If any payment is not made in full by the Subscriber in accordance with this Service Agreement, CONSTI may charge interest on the outstanding amount from the due date until full payment is made, at the rate of 2% above the base lending rate from time to time of the European Central Bank.

19 General Provisions

19.1 Waiver: No forbearance or delay by either Party constitutes a waiver of rights.

19.2 Partnership Disclaimer: The Agreement does not establish a partnership, joint venture, or agency relationship between the Parties.

19.3 Severability: Illegal, invalid, or unenforceable terms do not affect the validity of remaining provisions.

19.4 No Authority to Bind: The Subscriber has no authority to bind CONSTI.

19.5 Execution: The Agreement may be executed in multiple counterparts.

19.6 Cumulative Remedies: Rights and remedies under the Agreement are cumulative.

19.7 Costs Recovery: Non-breaching Party may recover litigation costs, including attorney’s fees.

19.8 Fraud Exclusion: Nothing in this section limits liability for fraud.

19.9 Reference to Statutes: Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time consolidated or re-enacted.

19.10 Clause References: Reference to clauses are, unless otherwise provided, references to clauses of these Terms and Conditions.

19.11 Headings: The headings and sub-headings are inserted for convenience only and do not form part of these Terms and Conditions.

19.12 Incorporation: These Terms and Conditions form part of the Services Agreement. The Subscriber acknowledges and agrees that the Terms and Conditions shall apply to the provision of the Services unless the context expressly states otherwise, and shall take effect from the Commencement Date.

19.13 Conflict Resolution: In the event of a conflict between any provision of the Services Agreement and a provision of the Terms and Conditions, the Terms and Conditions shall prevail unless the context expressly states otherwise.

19.14 Offer Basis: The Subscriber agrees and acknowledges that the provision of these Terms and Conditions is not intended to form the basis of any offer to the Subscriber to provide the Services. The provision of the Services is subject to CONSTI and the Subscriber entering into a Services Agreement.

20 Notices

20.1 Methods of Service: A notice to a Party served pursuant to the Services Agreement shall be sent by hand or by first class pre-paid post (or airmail if sent internationally) or by courier or by electronic mail.

20.2 Recipient Address: A notice shall be sent to the address of a Party as set out in the Services Agreement.or emailed to CONSTI at info@consti.tech and to Subscriber at their email address specified in the Services Agreement. However, if the Party has notified the serving Party in writing of another address for the service of notices under the Services Agreement, the notice shall be sent to that address.

20.3 Delivery Timeframes: A notice sent within the same country is considered served on the second business day after posting. However, if the notice is sent from one country to an address in another country, it is deemed served on the tenth business day after posting.

20.4 Exceptional Circumstances: Postal service disruptions may affect delivery timeframes.

20.5 Electronic Notices: Electronic notices are deemed served upon successful transmission.

20.6 Non-Interference: Parties must not prevent or delay notice service.

21 Definitions

21.1 Meanings: In these Terms of Price Feeds, the following terms shall have the meanings ascribed to them.

"Anniversary Date": The date which is twelve months from the Commencement Date, and twelve months from any subsequent Renewal Date
"Charges": All sums set out in the Service Agreement and payable in accordance with these Terms and Conditions and the Services Agreement.
"Commencement Date": The date on which the Services commence, as set out in the Service Agreement, or such other date as may be agreed in writing by the Parties.
"Confidential Information": The Services Agreement and all other documentary, electronic, or oral communications exchanged between the Parties relating to it, including all invoices, and all information relating to the business and affairs of each of the Parties, their customers, clients, and suppliers, and all other information in whatever form which is of a confidential nature which either Party may obtain by reason of its supply or use of the Services provided under the terms of the Services Agreement.
"Initial Term": The initial term of the Services Agreement as set out therein.
"Permitted Internal Use": The rights granted to Subscriber regarding use of Data as specified in the Service Agreement and in these Terms and Conditions.
"Renewal Date": The date of the first Anniversary, or such other date as the Parties may designate.
"Subscription": The annual or quarterly subscription fee for the provision of the Services set out in the Services Agreement. For the avoidance of doubt, notwithstanding any arrangement which CONSTI may enter into regarding the payment by the Subscriber of the Subscription, all CONSTI Services are supplied on the basis that the minimum Subscription Period is one year.
"Subscription Period": The Initial Term and any subsequent renewal period.
"Subscriber": The person or company to whom CONSTI is to supply the Services.
"Services": The CONSTI price feeds specified in the Services Agreement.
"Services Agreement": The agreement between CONSTI and the Subscriber which incorporates these Terms of Price Feeds.

22 Entire Agreement

22.1 The Services Agreement represents the comprehensive agreement between the Parties regarding its subject matter. There are no additional conditions, warranties, representations, collateral contracts, promises, or obligations, whether written, oral, or implied, beyond those explicitly stated in the Services Agreement.

22.2 This Clause does not restrict either Party's liability for fraudulent actions.

23 Law and Jurisdiction

23.1 Supplier of the Services: The publisher of CONSTI is ROCKSYS GmbH, Kurfuerstendamm 194, 10707 Berlin, Germany.

23.2 Governing Law: The Agreement is governed by German law.

23.3 Jurisdiction: The Parties submit to the exclusive jurisdiction of the Courts of Berlin, Germany in respect of any disputes, matters or claims which may arise out of or in connection with the Services.

23.4 Third-Party Rights: The Parties confirm no intent to confer rights on third parties, and the Contracts (Rights of Third Parties) Act 1999 does not apply.

Last update: 2021-02-14

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