Terms & Conditions
Grant of License
Licensor grants to Customer a non-exclusive, non-transferable license to access and use the Licensed Product(s) solely in accordance with this paragraph. Licensed Product(s) may be displayed, reformatted and distributed internally within the Subscriber’s organization only in insubstantial portions for research and related work in the ordinary course of the Subscriber's business. No other internal or external dissemination of any portion of the Licensed Product(s) is permitted except as expressly indicated below. Customer acknowledges it will not acquire any ownership rights (including copyrights and other intellectual property rights) in the Licensed Product(s), all of which shall be retained by Licensor.
Limitation on Access
Access to the Licensed Product(s) shall only be available to Authorized User(s) and may not be shared with other persons, either internally or externally, except as expressly provided in the Order Confirmation Form as an Additional Permitted Use. Each party shall comply with all applicable laws, regulations and sanctions. Licensor reserves the right to monitor Customer's use of the Licensed Product(s) to ensure compliance with the foregoing restrictions.
Fees are payable according to the payment terms set out on the Online Confirmation Form/Renewal Invoice. Except as expressly provided herein, the Fees are non-refundable.
Although Licensor will endeavor to keep the Licensed Product(s) and the underlying information made available through the Licensed Product(s) updated and accurate, the Licensed Product(s) and such underlying information are voluminous and often change. Accordingly, (i) Licensor cannot and does not warrant the accuracy or completeness of the Licensed Product(s) and such underlying information, and (ii) Customer agrees that Licensor will not be liable to Customer or any third party for any adverse consequences arising as a result of the inaccuracy or incompleteness the Licensed Product(s) and such underlying information. Customer further agrees that Licensor will not be liable to Customer or any third party for any trading, investment or commercial decisions made in reliance on the Licensed Product(s) or such underlying information.
This Agreement shall continue in full force and effect unless terminated as provided herein.
If Licensor reasonably believes at any time that Customer has breached this Agreement, Licensor may deliver written notice to Customer specifying such breach in reasonable detail. If within fifteen days after delivery of such notice Customer has not cured such breach to the reasonable satisfaction of Licensor, or the parties hereto have not otherwise agreed to amend this Agreement to address such breach, Licensor shall be permitted to terminate this Agreement, in which event Licensor shall not be required to refund any portion of the Fees to Customer or have any other liability to Customer.
Upon termination of this Agreement for any reason whatsoever, Customer shall, within ten (10) days thereafter, use best endeavours to take such action as shall be required to permanently delete the Licensed Product(s) from its information technology systems; provided that Customer may retain backup copies of Licensed Products solely as required to comply with any bona fide information technology policy of Customer then in effect.
Licensor shall indemnify Customer and hold it harmless against all claims, causes of action, judgments, damages, fines or expenses (including reasonable attorneys’ fees) arising from a third-party claim that Customer’s use of the Licensed Product(s) in accordance with this Agreement infringes upon or otherwise violates such third party’s copyright, trademark, patent or other intellectual property rights.
Customer shall indemnify Licensor and hold it harmless against all claims, causes of actions, judgments, damages, fines or expenses (including reasonable attorneys’ fees) arising from a third-party claim relating to Customer’s use of the Licensed Product(s), other than any claim for which Licensor expressly has an indemnification obligation hereunder.
The indemnification obligations herein are contingent on a party hereto giving prompt notice of any claim for which it seeks indemnification. An indemnified party shall provide the indemnifying party with reasonable non-monetary assistance in the defense of the claims on which indemnification is sought. The indemnifying party shall have the right to assume the defense of the claim, and the indemnifying party may select counsel of its choice, subject to the approval of the indemnified party, which consent shall not be unreasonably withheld. A party shall not be obligated to indemnify the other in the event the claim for which indemnification is sought arises from the other’s gross negligence, willful misconduct or breach of this Agreement.
Limitation of Liability
Notwithstanding anything to the contrary contained in this Agreement, in no event shall either party hereto be liable for any special, indirect, incidental, consequential or punitive damages (including, without limitation, damages for any loss of data, profit, goodwill, anticipated savings, revenue or business), whether based on contract, tort or other legal theory, in connection with this Agreement or otherwise in connection with Customer’s use or inability to use the Licensed Product(s).
Unless where otherwise stated, definitions used in this clause shall have the meanings set out in the Agreement;
“Agreement”: the Order Confirmation Form and Terms and Conditions (including this Data Protection clause) between Licensor and Customer;
“personal data”, “controller”, “processor”, “processing”, “data subject” and “supervisory authority” shall have the meanings ascribed to them under the GDPR, as applicable:
“Customer Data” means the personal data in whatever form or medium which is supplied, or in respect of which access is granted, to Licensor under this Agreement which shall be confined to the following categories of personal data: the first and last name, email address, location, phone number, job title and where necessary the bank account details of the Customer or where relevant its employees or contractors who wish to access the Licensed Products;
“Data Protection Law” means where applicable, the General Data Protection Regulation ((EU) 2016/679) (GDPR), the European Privacy and Electronic Communications Directive (Directive 2002/58/EC), as amended or replaced from time to time and all other national, international, regional, federal or other laws related to data protection and privacy that are applicable to any territory where Licensor processes personal data or is established;
“Reportable Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Data transmitted, stored or otherwise processed;
“Third Party Recipient” means any contractor, subcontractor or other party engaged by Licensor in relation to its performance of the Agreement who is or will be processing Customer Data, whether as a controller or processor and who may be located outside of the European Economic Area.
For the purposes of this Agreement, the Customer and Licensor agree that each party:
(a) acts as a controller in respect of the Customer Data;
(b) shall only process the Customer Data in compliance with Data Protection Law and shall not cause itself or the other party to be in breach of Data Protection Law;
(c) shall provide the other party with reasonable details of any enquiry, complaint, notice or other communication it receives from any supervisory authority relating to its processing of the Customer Data, and act reasonably in co-operating with the other party in respect of its response to the same; and
(d) shall act reasonably in providing such information and assistance as the other party may reasonably request to enable it to comply with its own obligations under Data Protection Law, including in the event of a Reportable Breach.
As the recipient of the Customer Data, Licensor shall:
(a) use the Customer Data for the Agreed Purpose only or as necessary to comply with its requirements under any applicable law;
(b) maintain all appropriate technical and organisational measures to ensure security of the Customer Data including protection against unauthorised or unlawful processing (including, without limitation, unauthorised or unlawful disclosure of, access to and/or alteration of the Customer Data);
Subject to the limitation of liability provisions in this Agreement, to the extent that Customer has an entitlement under Data Protection Law to claim from Licensor compensation paid by the Customer to a data subject as a result of a breach of Data Protection Law to which Licensor contributed, Licensor shall be liable only for such amount as it directly relates to its responsibility for any damage caused to the relevant data subject.
Any delay in performance of any provision of this Agreement caused by conditions beyond the reasonable control of either party hereto will not constitute a breach of this Agreement, provided that the delaying party has taken reasonable measures to notify the affected party in writing of the delay and uses reasonable effects to perform in accordance with this Agreement notwithstanding such conditions.
Any amendments of or waivers relating to this Agreement must be in writing signed by both parties hereto.
This Agreement shall not be assignable by either party hereto without the prior written consent of the other party, except that Licensor shall be permitted, without Customer’s consent, to assign this Agreement to any of its affiliates or in connection with a merger or consolidation involving Licensor or a sale of all or substantially all of Licensor’s assets.
This Agreement is governed by and construed in accordance with English law, without regard to choice of law provisions. Any disputes arising out of this Agreement that cannot be resolved by the parties will be brought in the courts of England and Wales.
In the event of any conflict between the terms of the Order Confirmation Form and these Terms & Conditions, the terms of the Order Confirmation Form shall govern.