Subscription Terms & Conditions

1. APPLICATION OF TERMS
1.1 These Integrum ESG – Subscription and Data
Licence Terms v 231221PEA shall apply to and be
incorporated in the Integrum ESG – Subscription Order
(“Order”) identifying the subscription for services which
shall prevail over any inconsistent terms or conditions
contained in, or referred to in, the Customer’s purchase
order, confirmation of order, or specification, or implied
by law, trade custom, practice or course of dealing.
1.2 This agreement shall, unless otherwise terminated
commence on the Effective Date and shall continue for
the Initial Subscription Term (as shown in the Order)
and, thereafter, this agreement shall be automatically
renewed for successive periods as specified in the
Order (each a “Renewal Period” and together the
"Subscription Term").
2. USER SUBSCRIPTIONS
2.1 Subject to the Customer paying: (a) the applicable
Subscription Fee in accordance with clause 6 which
entitles employees, agents and independent contractors
authorised by the Customer (“Authorised Users”) to
use the services described in the Order via
www.IntegrumESG.com (“Services”) and the
documents which describe the Services and the user
instructions (“Documentation”) in the Location shown
in the Order to access and use the Services in
accordance with this agreement and (b) the Upload
Fees in accordance with clause 6 per company
nominated by the Customer from time to time (“Target”
or “Portfolio Company”); the Supplier hereby grants to
the Customer a non-exclusive, non-transferable right
solely for the Customer's internal business operations
during the Subscription Term, without the right to grant
sublicences, to permit the Authorised Users to use the
Services, including the supply of any data or information,
in whatever form including images, still and moving, and
sound recordings, the provision of which is comprised in
the Services (“Data”).
2.2 The Customer acknowledges that the Supplier may
use its admin access to confirm that use of the Services
is in accordance with this agreement and, as appropriate
and without prejudice to its other rights, the Supplier
may: (i) promptly disable any passwords; (ii) charge the
Customer for any unauthorised use; and/or (iii) at its
discretion suspend or terminate the Services as a whole.
2.3 The Customer shall not access, store, distribute or
transmit any worms, trojan horses, viruses, or any
material during the course of its use of the Services that
is unlawful or that might damage Supplier’s reputation.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law
which is incapable of exclusion by agreement between
the parties and except to the extent expressly permitted
under this agreement: (i) attempt to copy, modify,
duplicate, create derivative works from, frame, mirror,
republish, download, display, transmit, or distribute all or
any portion of the online software applications provided
by the Supplier as part of the Services (“Software”)
and/or Documentation (as applicable) in any form or
media or by any means; or (ii) attempt to de-compile,
reverse compile, disassemble, reverse engineer or
otherwise reduce to human-perceivable form all or any
part of the Software; or
(b) access all or any part of the Services and
Documentation in order to build a product or service
which competes with the Services and/or the
Documentation; or
(c) ensure Authorised Users do not share login
credentials with anyone inside or outside of the
Customer’s firm or Location, nor assign new login
credentials to anyone outside the Customer firm; or
(d) use the Services and/or Documentation to provide
services to third parties save where expressly
authorised by Supplier in writing in the Order; or
(e) license, sell, rent, lease, transfer, assign, distribute,
display, disclose, or otherwise commercially exploit, or
otherwise make the Services and/or Documentation
available to any third party except the Authorised Users;
or
(f) attempt to obtain, or assist third parties in obtaining,
access to the Services and/or Documentation, other
than as provided under this clause.
2.5 The Customer shall use all reasonable endeavours
to prevent any unauthorised access to, or use of, the
Services and/or the Documentation and, in the event of
any such unauthorised access or use, or suspicion of
any such unauthorised access or use, promptly notify
the Supplier.
2.6 The rights provided under this clause are granted to
the Customer only, and shall not be considered granted
to any subsidiary or holding company of the Customer.
3. SUPPLIER'S OBLIGATIONS
3.1 The Supplier shall, during the Subscription Term,
provide the Services and make available the
Documentation to the Customer substantially in
accordance with the Documentation and with
reasonable skill and care on and subject to the terms of
this agreement.
3.2 The Supplier shall use commercially reasonable
endeavours to make the Services available 24 hours a
day, seven days a week, except for: (a) planned
maintenance carried out during the maintenance
window outside of European stock market time; and (b)
unscheduled maintenance performed outside 0930 to
1830 local UK time, each UK business day, provided that
the Supplier has used reasonable endeavours to give
the Customer as much notice in advance as is 
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reasonably practicable. Further, the Customer
acknowledges that the timing of it generating a rating for
a Target is dependent upon the manner and timing of
submission of data by that Target and the Supplier is not
responsible for such submissions of data.
3.3 The Supplier will, as part of the Services and in
consideration of the support fees set out in Schedule 1,
provide the Customer with the Supplier's standard
customer support services during 0930 to 1830 UK time,
each UK business day in accordance with the Supplier's
Support Services Policy in effect at the time that the
Services are provided. The Supplier may amend the
Support Services Policy in its sole and absolute
discretion from time to time. The Customer may
purchase enhanced support services separately at the
Supplier's then current rates.
3.4 The Supplier is not responsible for any nonconformance which is caused by use of the Services
contrary to the Supplier's instructions, or modification or
alteration of the Services by any party other than the
Supplier or the Supplier's duly authorised contractors or
agents. If the Services do not conform with the foregoing
undertaking, Supplier will, at its expense, use all
reasonable commercial endeavours to correct any such
non-conformance promptly, or provide the Customer
with an alternative means of accomplishing the desired
performance. Such correction or substitution constitutes
the Customer's sole and exclusive remedy for any
breach of the Supplier’s obligations in this clause.
3.5 The Supplier is not responsible for any delays,
delivery failures, or any other loss or damage resulting
from the transfer of data over communications networks
and facilities, including the internet, and the Customer
acknowledges that the Services and Documentation
may be subject to limitations, delays and other problems
inherent in the use of such communications facilities.
3.6 This agreement shall not prevent the Supplier from
entering into similar agreements with third parties, or
from independently developing, using, selling or
licensing documentation, products and/or services
which are similar to those provided under this
agreement.
3.7 The Supplier warrants that it has and will maintain
all necessary licences, consents, and permissions
necessary for the performance of its obligations under
this agreement.
4. DATA
4.1 The Customer acknowledges that the Supplier shall
not own any right, title and interest in and to the data
submitted or inputted by or on behalf of the Target for
the purpose of using the Services or facilitating the
Customer's use of the Services (“Target Data”). The
Supplier shall produce an ESG assessment and rating
based on the Target Data (“Assessment”). The
Customer acknowledges that the Target has sole
responsibility for the legality, reliability, integrity,
accuracy and quality of all such Target Data.
4.2 The Customer shall own all right, title and interest in
and to all of the data inputted by the Customer,
Authorised Users, or the Supplier on the Customer's
behalf for the purpose of using the Services or
facilitating the Customer's use of the Services including
the Customer’s investment holdings, investment watch
lists, and customisation choices (“Customer Data”) that
is not personal data and shall have sole responsibility
for the legality, reliability, integrity, accuracy and quality
of all such Customer Data.
4.3 The Supplier shall follow its archiving procedures for
Customer Data as set out in its Back-Up Policy available
at www.IntegrumESG.com as such document may be
amended by the Supplier in its sole discretion from time
to time. In the event of any loss or damage to Customer
Data and/or Target Data, the Customer's sole and
exclusive remedy against the Supplier shall be for the
Supplier to use reasonable commercial endeavours to
restore the lost or damaged Customer Data or Target
Data from the latest back-up of such Customer Data or
Target Data maintained by the Supplier in accordance
with the archiving procedure described in its Back-Up
Policy. The Supplier shall not be responsible for any
loss, destruction, alteration or disclosure of Customer
Data or Target Data caused by any third party (except
those third parties sub-contracted by the Supplier to
perform services related to Customer Data or Target
Data maintenance and back-up for which it shall remain
fully liable under the Data Protection Addendum).
4.4 The Supplier shall, in providing the Services, comply
with its Privacy and Security Policy relating to the
privacy and security of the Customer Data and Target
Data available at www.IntegrumESG.com or such other
website address as may be notified to the Customer
from time to time, as such document may be amended
from time to time by the Supplier in its sole discretion.
4.5 Both parties will comply with all applicable
requirements of data protection legislation. This clause
is in addition to, and does not relieve, remove or replace,
a party's obligations or rights under the Data Protection
Legislation.
5. CUSTOMER'S OBLIGATIONS
The Customer shall:
(a) provide the Supplier with all necessary co-operation
and information as may be required by the Supplier in
order to provide the Services;
(b) without affecting its other obligations under this
agreement, comply with all applicable laws and
regulations and maintain all necessary licences,
consents, and permissions with respect to its activities
under this agreement;
(c) ensure that the Authorised Users use the Services
and the Documentation in accordance with the terms
and conditions of this agreement and shall be
responsible for any Authorised User's breach of this
agreement;
(d) be responsible for ensuring the Target is entitled to 
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upload the Target Data and that it does not contain
material or share price sensitive unpublished data; and
(e) be responsible for agreeing with the Target whether
the Target is entitled to have access to the Assessment
produced by the Supplier.
6. CHARGES AND PAYMENT
6.1 If a Subscription Order has been entered into
between the Customer and Malk Sustainability Partners,
that governs the Customer’s use of the web-hosted
Integrum ESG platform and specifies Subscription Fees
in section 3 of that Order, then sections 6.2 through 6.6
of these terms (below) shall not apply. If the Order has
been entered into between the Customer and Integrum
ESG, then sections 6.2 through 6.6 of these terms
(below) shall apply.
6.2 The Customer shall pay the subscription fees and
any support fees (“Subscription Fees”) to the Supplier
for the User Subscriptions and the relevant Upload Fees
in each case as set out in the Order.
6.3 The Customer will pay all sums due by bank transfer
or via direct debit mandate via GoCardless Ltd
https://gocardless.com/ or such other provider as may
be notified by the Supplier to the Customer.
6.4 The Supplier will issue an invoice to the Customer
within seven days of receipt of a written request.
6.5 If the Supplier has not received payment within 30
days after the due date, and without prejudice to any
other rights and remedies of the Supplier:
(a) the Supplier may, without liability to the Customer,
disable the Customer's password, account and access
to all or part of the Services and the Supplier shall be
under no obligation to provide any or all of the Services
while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due
amounts at an annual rate equal to 3% over the then
current base lending rate of National Westminster Bank
Plc.
6.6 All amounts and fees stated or referred to in this
agreement: (a) shall be payable in pounds sterling; (b)
are non-cancellable and non-refundable; and (c) are
exclusive of value added tax, which shall be added to
the Supplier's invoice(s) at the appropriate rate.
6.7 The Supplier shall be entitled to increase the fees at
the start of each Renewal Period upon 90 days' prior
notice to the Customer and the Order shall be deemed
to have been amended accordingly.
7. CONFIDENTIALITY
7.1 Each party undertakes that it shall not at any time
during this agreement, and for a period of two years after
termination or expiry of this agreement, disclose to any
person any confidential information concerning the
business, affairs, customers, clients or suppliers of the
other party or of any member of the group of companies
to which the other party belongs, except as permitted by
clause 7.2.
7.2 Each party may disclose the other party's
confidential information: (i) to its employees, officers,
representatives, contractors, subcontractors or advisers
who need to know such information for the purposes of
exercising the party's rights or carrying out its obligations
under or in connection with this agreement; and (ii) as
may be required by law, a court of competent jurisdiction
or any governmental or regulatory authority.
7.3 No party shall use any other party's confidential
information for any purpose other than to exercise its
rights and perform its obligations under or in connection
with this agreement.
7.4 The Customer acknowledges that details of the
Services, the Software and the Documentation and any
other materials created by the Supplier in connection
with the Services (“Materials”) and the Data, and the
results of any performance tests of the Services,
constitute the Supplier's confidential information. The
Supplier acknowledges that the Customer Data is the
confidential information of the Customer.
7.5 The provisions of this clause shall survive
termination of this agreement, however arising.
8. LICENCE
8.1 The Supplier grants to the Customer a nonexclusive, non-transferable, revocable, licence for the
Permitted Use identified in the Order only during the
Term at the Location (“Licence”) to:
(a) use the Services for marketing, promotion or
demonstration purposes;
(b) use the Services internally for testing and
implementing the Services and integrating them in any
information technology system or systems owned or
operated by the Customer to which Data is delivered or
within which Data is Distributed in accordance with this
Agreement (“Customer System”) to the extent
reasonably necessary to enable the Customer to
Distribute the Services in accordance with this
Agreement (and ”Distribute” means to make Data
accessible (including the provision of access through a
database or other application populated with the Data,
transferring or disclosing the Data) by any means,
including any electronic means, to any Authorised User
within the Location.
(c) access, view and to combine or aggregate the Data
(wholly or in part) with other data or information or to
adapt the Data (wholly or in part) (“Manipulate”) Data
and create derived data where Data (wholly or in part)
Manipulated to such a degree that it: cannot be identified
as originating or deriving directly from the Data or the
Services and cannot be reverse-engineered such that it
can be so identified; and is not capable of use
substantially as a substitute for the Data or the Services
(“Derived Data”);
(d) store the Data and Data that has been Manipulated
(“Manipulated Data” and which includes Derived Data)
on the Customer System;
(e) Distribute the Data and Manipulated Data to
Authorised Users on the Customer System within the 
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Location.
(f) Use the Data and the Materials for Customer’s
internal business uses, including by, or for the benefit of
any employee of the Customer;
(g) Share extracts from the Assessment and Derived
Data with its investment clients and potential investment
clients, and with investment consultant firms, but only for
Target companies or other companies in the Supplier
database that are directly comparable to the Target
company and not in a systematic manner or in a manner
that would mean the client would not need to subscribe
directly to the service.
8.2 Except as expressly provided in this Agreement, the
Customer shall not:
(a) use the Services (wholly or in part) in its products or
services; or
(b) Distribute the Services (wholly or in part).
(c) permit the Services to be used by any person other
than the Authorised Users;
(d) make copies of the Data or the Materials save to the
extent reasonably necessary for the following purposes:
back-up, mirroring (and similar availability enhancement
techniques), security, disaster recovery and testing;
(e) use the Services for any purpose contrary to any law
or regulation or any regulatory code, guidance or
request;
(f) extract, reutilise, use, exploit, Distribute, disseminate,
copy or store the Data or the Materials for any purpose
not expressly permitted by this Agreement;
(g) do anything which may damage the reputation of the
Supplier, the Data or the Services, including by way of
using the Data (wholly or in part) in any manner which is
pornographic, racist or that incites religious hatred or
violence.
8.3 Customer acknowledges that certain Data is
supplied by third party Refinitiv to check the ESG data
and that Customer has no licence to export such data
from its dashboard or database.
8.4 The Customer and any subsidiary or holding
company from time to time and any subsidiary from time
to time of a holding company of the Customer
(“Customer Group Company”) whose registered office
is in the Location may use the Services or exercise the
Licence in accordance with this Agreement as if that
Customer Group Company were the Customer. The
provisions of this Agreement shall apply to that
Customer Group Company as if they were set out in full
in this Agreement and each reference to the Customer
were replaced by that Customer Group Company, but
the Customer shall not be relieved of any of its
obligations under this Agreement. Without limiting the
Supplier's other rights and remedies, the Customer
acknowledges that it is responsible for the acts and
omissions of that Customer Group Company as if they
were its own and that it is directly liable to the Supplier
for all loss and damage (whether direct or indirect)
howsoever arising out of, or in connection with, that
Customer Group Company's access to or use of the
Data, the Materials or the Services.
9. INDEMNITY
9.1 The Customer shall defend, indemnify and hold
harmless the Supplier against claims, actions,
proceedings, losses, damages, expenses and costs
(including without limitation court costs and reasonable
legal fees) arising out of or in connection with the
Customer's use of the Services and/or Documentation.
9.2 The Supplier shall defend the Customer against any
claim that the Customer's use of the Services or
Documentation in accordance with this agreement
infringes any United Kingdom patent effective as of the
Effective Date, copyright, trade mark, database right or
right of confidentiality, and shall indemnify the Customer
for any amounts awarded against the Customer in
judgment or settlement of such claims.
9.3 In the defence or settlement of any claim, the
Supplier may procure the right for the Customer to
continue using the Services, replace or modify the
Services so that they become non-infringing or, if such
remedies are not reasonably available, terminate this
agreement on two UK business days' notice to the
Customer without any additional liability or obligation to
pay liquidated damages or other additional costs to the
Customer.
9.4 In no event shall the Supplier, its employees, agents
and sub-contractors be liable to the Customer to the
extent that the alleged infringement is based on: (a) a
modification of the Services, Data or Documentation by
anyone other than the Supplier; or (b) the Customer's
use of the Services, Data or Documentation in a manner
contrary to the instructions given to the Customer by the
Supplier; or (c) the Customer's use of the Services, Data
or Documentation after notice of the alleged or actual
infringement from the Supplier or any appropriate
authority.
9.5 The foregoing and clause 12.4 state the Customer's
sole and exclusive rights and remedies, and the
Supplier's (including the Supplier's employees', agents'
and sub-contractors') entire obligations and liability, for
infringement of any patent, copyright, trade mark,
database right or right of confidentiality.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 The Customer acknowledges that:
(a) all intellectual property rights in the Data and the
Materials are the property of the Supplier or its licensors,
as the case may be;
(b) it shall have no rights in or to the Data or the
Materials other than the right to use them in accordance
with the express terms of this Agreement; and
(c) the Supplier or its licensors has or have made and
will continue to make substantial investment in the
obtaining, verification, selection, co-ordination,
development, presentation and supply of the Data; and
(d) any goodwill generated through the Customer's use 
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of the Supplier’s trade marks shall belong only to the
Supplier.
10.2 The Customer assigns to the Supplier with full title
guarantee, all intellectual property rights in any
development of the Materials and in any Manipulated
Data it may create, by way of future assignment.
10.3 The Customer shall, and shall use all reasonable
endeavours to procure that any necessary third party
shall, at the Supplier's cost, promptly execute such
documents and perform such acts as may reasonably
be required for the purpose of giving full effect to this
Agreement.
10.4 The intellectual property rights assigned to the
Supplier under clause 10.2 shall be deemed to be
included in the Licence from the date when such rights
arise.
10.5 The Customer shall co-operate with the Supplier to
protect the goodwill and reputation of the Services.
10.6 Any display of the Services by the Customer shall
credit, wherever technically and commercially feasible,
the Supplier, any licensor of the Supplier or any other
source of the Data specified by the Supplier as the
source of the Data.
10.7 The Supplier undertakes to defend the Customer
and each Customer Group Company from and against
any claim or action that the provision, receipt or use of
the Data or Materials (wholly or in part) infringes any
intellectual property right of a third party (IPR Claim)
and shall be responsible for any losses, damages, costs
(including all legal fees) and expenses incurred by or
awarded against the Customer as a result of, or in
connection with, any such IPR Claim, provided that, if
any third party makes a IPR Claim, or notifies an
intention to make a IPR Claim against the Customer, the
Customer shall: (a) give written notice of the IPR Claim
to the Supplier as soon as reasonably practicable; (b)
not make any admission of liability in relation to the IPR
Claim without the prior written consent of the Supplier;
(c) at the Supplier's request and expense, allow the
Supplier to conduct the defence of the IPR Claim
including settlement; and (d) at the Supplier's expense,
co-operate and assist to a reasonable extent with the
Supplier's defence of the IPR Claim.
10.8 Clause 10.7 shall not apply where the IPR Claim in
question is attributable to:
(a) possession, use, development, modification or
retention of the Data or Materials (wholly or in part) by
the Customer other than in accordance with this
Agreement, provided that the obligations in clause 10.7
shall not apply to the extent that the relevant Claim was
attributable to the use of any Manipulated Data;
(b) use of the Data or the Materials (wholly or in part) in
combination with any hardware or software not supplied
or specified by the Supplier to the extent that the
infringement would have been avoided by the use of the
Data or the Materials (wholly or in part) not so combined;
(c) use of the Data (wholly or in part) in combination with
any data not supplied or specified by the Supplier to the
extent that the infringement would have been avoided
by the use of the Data (wholly or in part) not so
combined.
10.9 If any IPR Claim is made, or in the Supplier's
reasonable opinion is likely to be made, against the
Customer, the Supplier may at its sole option and
expense:
(a) procure for the Customer the right to continue using,
developing, modifying or retaining the Data or the
Materials (wholly or in part) in accordance with this
Agreement;
(b) modify the Data or the Materials (wholly or in part) so
that they cease to be infringing;
(c) replace the Data or the Materials (wholly or in part)
with non-infringing items; or
(d) terminate this Agreement immediately by notice in
writing to the Customer and refund any Charges for the
relevant Accounting Period paid by the Customer as at
the date of termination (less a reasonable sum in
respect of the Customer's use of the Data or Materials
to the date of termination) on return of the Data or the
Materials and all copies of each of them.
10.10 This clause constitutes the Customer's sole and
exclusive remedy and the Supplier's only liability in
respect of IPR Claims and, for the avoidance of doubt,
is subject to clause 12.
11. WARRANTIES
11.1 The Supplier warrants that it has the right to license
the receipt and use of Data and Materials as specified in
this Agreement.
11.2 Except as expressly stated in this Agreement, all
warranties, conditions and terms, whether express or
implied by statute, common law or otherwise are hereby
excluded to the extent permitted by law.
11.3 Without limiting the effect of clause 11.2 the
Supplier does not warrant that:
(a) the Data is accurate, complete, reliable, secure,
useful, fit for purpose or timely; or
(b) the Data has been tested for use by the Customer or
any third party that the Data will be suitable for or be
capable of being used by the Customer or any third
party; or
(c) the Customer's use of the Services or the supply of
the Data will be uninterrupted or error-free; or
(d) that the Services, Documentation and/or the
information obtained by the Customer through the
Services will meet the Customer's requirements; or
(e) the Services will be free from weaknesses in the
computational logic found in software and hardware
components that when exploited, results in a negative
impact to the confidentiality, integrity, or availability; or
(f) the Documentation or Services will comply with any
heightened cybersecurity requirements relating to
security of network and information systems and 
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security breach and incident reporting requirements.
12. LIMITATION OF LIABILITY
12.1 The Customer acknowledges that:
(a) the Supplier is not providing investment research or
any investment recommendations;
(b) the use and interpretation of the Data requires
specialist skill and knowledge of financial markets and
investments and the relevant Customer Group
Company has that skill and knowledge and undertakes
that it will exercise that skill and knowledge and
appropriate judgement when using the Data;
(c) the Customer shall, except as expressly set out in
this Agreement, be solely responsible as against the
Supplier and any third party whose data, information,
software or other material is supplied as part of the
Services (“Data Provider”) for: (i) any opinions,
recommendations, forecasts or other conclusions made
or actions taken by any Customer Group Company, any
client or subscriber of any Customer Group Company or
any other third party based (wholly or in part) on the
Data; and (ii) procuring, maintaining and securing the
Customer System, and all network connections and
telecommunications links from the Customer System to
the Supplier's systems and data centres;
(d) it is in the best position to ascertain any likely loss it
may suffer in connection with this Agreement, that it is
therefore responsible for making appropriate insurance
arrangements to address the risk of any such loss and
that the provisions of this clause 12 are reasonable in
these circumstances.
(e) For the avoidance of doubt the Supplier is not
providing investment research or any investment
recommendations. The Services and Data are provided
in good faith as one of many issues the Customer should
consider when considering its investments or
communications, and the Customer must always draw
its own conclusions from the Data provided.
12.2 Neither party excludes or limits liability to the other
party for: (a) fraud or fraudulent misrepresentation; (b)
death or personal injury caused by negligence.
12.3 Subject to clause 12.2, neither party shall be liable
whether in contract, tort (including for negligence and
breach of statutory duty howsoever arising),
misrepresentation (whether innocent or negligent),
restitution or otherwise, for any losses (whether direct or
indirect) of: profits, business, business opportunities,
revenue, turnover, reputation or goodwill, any loss or
corruption of data or information, loss of anticipated
savings or wasted expenditure (including management
time), or any loss or liability under or in relation to any
other contract.
12.4 Subject to clause 12.2, each party’s total aggregate
liability in contract, tort (including negligence and breach
of statutory duty howsoever arising), misrepresentation
(whether innocent or negligent), restitution or otherwise,
arising in connection with the performance or
contemplated performance of this Agreement or any
collateral contract shall in all circumstances be limited to
the greater of: (a) £18,000 and (b) 100% of the total
Charges paid by the Customer to the Supplier during the
12 month period immediately before the date on which
the cause of action first arose.
12.5 Any dates quoted for delivery of the Services are
approximate only, and the time of delivery is not of the
essence. The Supplier shall not be liable for any delay
in delivery of the Services that is caused by an event
within the scope of clause 14.1 or the Customer's failure
to provide the Supplier with adequate delivery
instructions or any other instructions that are relevant to
the supply of the Services or the Customer's failure to
comply with the terms of this Agreement.
12.6 Without limiting the effect of the other provisions of
this clause, if this Agreement is terminated for any
reason other than termination by the Customer on the
ground of the Supplier's material breach, the Supplier
shall not be liable:
(a) to provide the Customer with the Data or any
product, service or solution relating to the Data; or
(b) for the consequences of the inability of the Customer
to comply with the terms of any other arrangements
which the Customer may have entered into with any
third party including any Subscriber.
12.7 The Customer shall indemnify the Supplier against
any claims, losses, damages, costs (including all legal
fees) and expenses incurred by or awarded against the
Supplier or any Data Provider (“Supplier Claim”)
arising out of or in connection with:
(a) access to or use, Distribution or re-Distribution of
Data or Materials by any Customer Group Company
otherwise than in accordance with this Agreement
(including any inaccurate or incomplete Return); or
(b) any data or information provided by the Customer to
the Supplier.
12.8 The Customer acknowledges that each Data
Provider and any other provider of services to the
Supplier has the benefit of and may enforce the
exclusions and limitations set out in this clause, as if the
provisions of this clause were set out in full in this
Agreement and each reference to the Supplier were
replaced by that Data Provider or other provider (as the
case may be).
13. TERMINATION
13.1 Either party may terminate this Agreement upon
the expiry of the then applicable Subscription Term by
giving notice in writing at least 30 days before the end of
the applicable Subscription Term.
13.2 Without affecting any other right or remedy
available to it, either party may terminate this agreement
with immediate effect by giving written notice to the other
party if:
(a) the other party fails to pay any amount due under this
agreement on the due date for payment and remains in
default not less than 14 days after being notified in 
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writing to make such payment;
(b) the other party commits a material breach of any
other term of this agreement which breach is
irremediable or, if such breach is remediable, fails to
remedy that breach within a period of 14 days after being
notified in writing to do so;
(c) the other party repeatedly breaches any of the terms
of this agreement in such a manner as to reasonably
justify the opinion that its conduct is inconsistent with it
having the intention or ability to give effect to the terms
of this agreement;
(d) the other party is unable to pay its debts as they fall
due or enters into any negotiation or files any application
or has any application filed against it to postpone or
restructure its debts or it suspends or ceases, or
threatens to suspend or cease, carrying on all or a
substantial part of its business or a creditor, receive or
administrator, or insolvency practitioner takes control of
its business or it enters into administration or becomes
insolvent.
13.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall
immediately terminate and the Customer shall
immediately cease all use of the Services and/or the
Documentation including any Redistribution of the
Services and ensure there is no further use of the
Services in any of the Customer's services or products;
(b) each party shall return and make no further use of
any equipment, property, Documentation and other
items (and all copies of them) belonging to the other
party;
(c) the Supplier may destroy or otherwise dispose of any
of the Customer Data in its possession in accordance
with clause 13.4 unless the Supplier receives, no later
than ten days after the effective date of the termination
of this agreement, a written request for the delivery to
the Customer of the then most recent back-up of the
Customer Data. The Supplier shall use reasonable
commercial endeavours to deliver the back-up to the
Customer within 30 days of its receipt of such a written
request, provided that the Customer has, at that time,
paid all fees and charges outstanding at and resulting
from termination (whether or not due at the date of
termination). The Customer shall pay all reasonable
expenses incurred by the Supplier in returning or
disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the
parties that have accrued up to the date of termination,
including the right to claim damages in respect of any
breach of the agreement which existed at or before the
date of termination shall not be affected or prejudiced.
13.4 On any termination or expiry of this Agreement for
any reason or expiry of the Term:
(a) the Customer shall immediately pay any outstanding
amounts owed under this Agreement;
(b) each party shall as soon as reasonably practicable
return, delete or destroy as directed in writing by the
other party all data, information, software, and other
materials (including printed materials) provided to it by
the other party in connection with this Agreement
including all materials containing or based on the other
party's confidential information, except for one copy that
it may use for audit purposes only, and subject to the
confidentiality obligations in clause 7; and
(c) without limiting the effect of clause 13.4(b), the
Customer shall as soon as reasonably practicable
ensure that all Data and Manipulated Data (excluding
any Derived Data) is deleted from the Customer System
and the respective information technology systems of all
its Authorised Users
(d) and any electronic data shall be considered deleted
where it has been put beyond use by the deleting party.
13.5 If a party is required by any law, regulation, or
government or regulatory body to retain any documents
or materials that it would otherwise be required to return
or destroy under this clause, it shall notify the other party
in writing of that retention, giving details of the
documents or materials that it must retain. That party
shall not be in breach of this clause with respect to the
retained documents or materials, but clause 7 shall
continue to apply to them.
14. GENERAL
14.1 Force majeure. The Supplier shall have no liability
to the Customer under this agreement if it is prevented
from or delayed in performing its obligations under this
agreement, or from carrying on its business, by acts,
events, omissions or accidents beyond its reasonable
control.
14.2 Export. Neither party shall export, directly or
indirectly, any technical data acquired from the other
party under this Agreement in breach of any applicable
laws or export control regulations.
14.3 Variation. No variation of this agreement shall be
effective unless it is in writing and signed by the parties
(or their authorised representatives).
14.4 Waiver. No failure or delay by a party to exercise
any right or remedy provided under this agreement or by
law shall constitute a waiver of that or any other right or
remedy.
14.5 Entire agreement. This agreement constitutes the
entire agreement between the parties and supersedes
and extinguishes all previous agreements, promises,
assurances, warranties, representations and
understandings between them, whether written or oral,
relating to its subject matter. Each party acknowledges
that in entering into this agreement it does not rely on
any statement, representation, assurance or warranty
(whether made innocently or negligently) that is not set
out in this agreement. Each party agrees that it shall
have no claim for innocent or negligent
misrepresentation based on any statement in this
agreement. Nothing in this clause shall limit or exclude
any liability for fraud.
14.6 Assignment. The Customer shall not, without the 
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prior written consent of the Supplier, assign, transfer,
charge, sub-contract or deal in any other manner with all
or any of its rights or obligations under this agreement.
The Supplier may at any time assign, transfer, charge,
sub-contract or deal in any other manner with all or any
of its rights or obligations under this agreement.
14.7 No partnership. Nothing in this agreement is
intended to or shall operate to create a partnership
between the parties, or authorise either party to act as
agent for the other.
14.8 Third party rights. Save as expressly stated, this
agreement does not confer any rights on any person or
party other than the parties to this agreement.
14.9 Notices. Any notice required to be given under this
agreement shall be in writing and shall be delivered by
hand or sent by pre-paid first-class post or recorded
delivery post to the other party at its postal or email
address set out in the Order. A notice delivered by hand
shall be deemed to have been received when delivered
and a notice sent by email shall be deemed to have been
received at the time of sending provided no automated
response was received that the email was not delivered
(or if delivery is not in business hours, at 9 am on the
first business day following delivery). A correctly
addressed notice sent by pre-paid first-class post or
recorded delivery post shall be deemed to have been
received at the time at which it would have been
delivered in the normal course of post.
14.10 Law. This Agreement shall be governed by and
construed in accordance with the law of England and
Wales whose courts shall have exclusive jurisdiction.