Master Subscription Terms
Last updated October 2022
1.1 The following definitions and rules of interpretation in this clause apply to these Terms:
Affiliate: means any entity that is directly or indirectly Controlling, Controlled by or under common Control with a Party.
Anti-Corruption Laws: means all applicable anti-money laundering and anti-bribery laws or regulations of any jurisdiction.
API: means application program interfaces.
Business Day: means a day other than a Saturday, Sunday or public holiday, on which banks are open for business in the United Kingdom.
Confidential Information: means any information or data that is disclosed by one Party to the other or obtained or received by a Party, whether orally or in writing, that is designated by a Party as being confidential, or which should be understood to be confidential given its nature and the circumstances surrounding its disclosure, Confidential Information shall include the Platform Content but exclude any information or data which:
A) is public knowledge or subsequently becomes public knowledge other than through a breach of these Terms; or
B) is already known to the other Party or in the other Party’s possession at the time of disclosure or subsequently comes lawfully into the other Party’s possession from a third party.
Control (and Controlling and Controlled shall be construed accordingly) means:
A) the ownership of more than fifty per cent (50%) of the voting shares of a Party or its parent; or
B) the right or power to control the management of a Party.
Contract: means the contract between you and us which comprises your Order Form(s), the Terms, any Third Party Terms, any policies incorporated by reference into the Order Forms or Terms and any amendments to any of those documents.
Cookies: means small data files on a Device that store a User’s account, Password and potentially other information.
Customer Data: means any data, inputs, information or material uploaded to the Platform by you and any algorithms, formulae, codes or outputs generated solely by you on the Platform (other than Derived Data), including all Intellectual Property Rights with respect thereto.
Dataset: means a specific category, sub-set or class of Market Data, or a collection of categories, sub-sets and/or classes of Market Data.
Derived Data: means any data created by you and/or any User in connection with your and/or such User’s use of the Platform and/or the Market Data and as a result of combining, processing, changing, converting or calculating the Market Data or any portion thereof with other data where the resulting data: (i) does not bear resemblance to the underlying Market Data; and (ii) cannot be readily reverse engineered, disassembled or decompiled so that a third party may access the Market Data via the Derived Data.
Devices: means your and/or any User’s infrastructure, computer and communications terminals, APIs and systems (including mobile devices) which are used to access the Platform or otherwise used in connection with this Contract.
Export Restrictions: means all applicable sanctions and export control laws and regulations of any jurisdiction.
Fees: means the fees, including but not limited to the Subscription Fees, set out in an Order Form which are payable by you under this Contract.
Force Majeure Event: has the meaning given to it in clause 17.
Infringement Claim: has the meaning given to it in clause 11.4.
Initial Subscription Term: means the initial period of a User Subscription commencing on the date indicated as being the subscription start date on the relevant Order Form and ending 12 months thereafter, unless otherwise set out in the Order Form.
Intellectual Property Rights: means patents, trade marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights, know-how, processes, names of customers, suppliers and third parties, and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition.
Local Entity: shall have the meaning given to it in clause 8.10.
Losses: means all losses, liabilities, damages, costs, expenses (including reasonable legal fees) and charges of every description arising from or in connection with this Contract.
Market Data: means the information (including but not limited to data, text, images and sound recordings) to which you and your Users are granted access on the Platform in raw form pursuant to the terms of an Order Form or otherwise.
Normal Business Hours: means 8.00 am to 5.00 pm local UK time on Business Days.
Order Form: means the ordering document or online order evidencing Subscriptions for the Services that is entered into by the Parties and specifies the number of User licences (if applicable) and other services contracted for, applicable fees, billing periods, and other charges as agreed by the Parties.
Password: means any password, passphrase, key, code, number, login credentials, or other authentication system issued to you and/or any User by us for the purpose of accessing and using the Platform.
Personal Data: shall have the meaning given to ‘personal data’ in the General Data Protection Regulation (EU) 2016/679.
Personnel: means employees, officers, agents, consultants, contractors and sub-contractors and their employees, officers, agents, consultants, contractors and subcontractors.
Platform: means the software developed by us and/or our Affiliates (including its source code and the Platform Content) and made available to you and/or any Users online which enables you and/or any Users to access Market Data, research, implement and execute investment strategies based on market data inputs and other Customer Data, including all upgrades and modifications thereto.
Platform Content: means all data, information and material owned by or licenced to us or any of our Affiliates (including Market Data) and contained within any part of the Platform but excluding the Customer Data.
Privacy Notice: means our privacy notice as published online at https://www.sigtech.com/legal/privacy-notice, and as may be updated or amended from time to time.
Professional Services: means the professional services as set out in an Order Form.
Renewal Period: means the renewal period set out in the applicable Order Form.
Services: means the products, features, add-ons and services provided by SigTech relating to the research, development, back testing, implementation and deployment of investment strategies.
SigTech, “we”, “us” or “our”: means the applicable contracting entity as set out in the Order Form.
SigTech Materials: means the manuals or usage guides on how to use the Platform as provided by us to you from time to time.
Subscription Fees: means the subscription fees payable by you as set out in an Order Form.
Subscription Term: means the subscription term set out in the applicable Order Form.
Support Services: means the support services as set out in an Order Form.
Termination Date: means the date on which this Contract is terminated in accordance with its terms.
Third Party Providers: means any third party which from time to time provides Market Data, information, data, content, hardware, software or other services to SigTech and/or its Affiliates.
Third Party Terms: has the meaning given to it in clause 4.2.
Users (and each a User): means your Personnel who are authorised by you to access and use the Platform on your behalf in accordance with the terms of this Contract and the End User Terms.
User Terms and Conditions: means the user terms and conditions which apply to each User’s use of the Platform and which are made available to Users at https://www.sigtech.com/legal/....
2. Order Forms
2.1 This Contract shall govern all Order Forms and shall commence either (i) on the date specified on an Order Form or (ii) on the date we send you an email confirming our acceptance of your online order.
2.2 To purchase our Services, you are required to complete an Order Form, which shall include details of, amongst other things, the number of User Subscriptions you wish to purchase and the Datasets you would like some or all of your Users to have access to.
2.3 Our acceptance of the terms of your Order Form takes place when we have: (i) countersigned your Order Form and (ii) sent you an email outlining your order, at which point and on which date the Order Form shall take effect (unless otherwise set out in the Order Form).
2.4 To access the Platform and the Services each of the individuals designated by you as a User will be required to create a user account. Any failure or delay by a User to activate his or her user account shall not extend or alter the duration or terms of any User Subscription.
2.5 Each User Subscription shall commence on the subscription start date stated in the relevant Order Form and shall, unless terminated in accordance with the terms of the relevant Order Form, continue for the Subscription Term.
2.6 Unless different terms are agreed in the relevant Order Form, each User Subscription shall automatically renew for the Renewal Period and then for subsequent consecutive Renewal Periods, unless either Party notifies the other Party of its election not to renew, as provided in clause 2.8.
2.7 Except as expressly provided in the applicable Order Form, renewal of promotional or discount priced User Subscriptions shall be at the SigTech current list price in effect at the time of the applicable renewal.
2.8 Unless otherwise set out in the Order Form, you may elect not to renew a User Subscription by notifying us writing at least 60 days prior to the expiration of the applicable Subscription Term. We may elect not to renew any User Subscription by notifying you in writing at least 30 days prior to the expiration of the applicable Subscription Term.
2.9 Where either Party elects to renew only part of an Order Form, we may issue a new Order Form to reflect the changes to the Services.
2.10 Unless otherwise agreed in an Order Form, during an Evaluation Period you may terminate that Order Form prior to the end of the Evaluation Period by giving at least one (1) week’s prior written notice to us.
3.1 Subject to your purchase of User Subscriptions in accordance with clause 2, we grant to you a limited, non-transferable, non-sublicensable, non-exclusive right, without the right to grant sublicenses, to permit Users to access and use:
A) the Platform;
B) the Services;
C) the SigTech Materials; and
D) any Market Data or Datasets selected by you in an Order Form.
3.2 You agree and acknowledge that the Platform, the Platform Content and the Services:
A) are for internal business use only; and
B) may only be used for the purpose of researching, creating and generating Customer Data and/or Derived Data.
3.3 We may from time to time, in our sole discretion, make any changes to the Platform, the Platform Content, the Services or the SigTech Materials that we deem necessary or reasonable to maintain or enhance the quality or delivery of our products and services to its customers or to comply with applicable laws and regulations.
3.4 Subject to the restrictions set out in clause 6.1, you and your Users may freely exploit the Derived Data, including copying, storing, publishing or distributing such Derived Data.
4. Third Party Providers
4.1 Our ability to grant you access to the Market Data and Datasets through the Platform is subject to the rights, licences and permissions obtained by us from Third Party Providers. A Third Party Provider may impose restrictions on the usage of its Market Data and Datasets and may change them from time to time. These restrictions may:
A) prevent certain types of usage of its Market Data and Datasets; or
B) require us or you to report usage of its Market Data and Datasets to the Third Party Provider; or
C) require you to pay additional fees in connection with its Market Data and Datasets whether directly to the Third Party Provider or through SigTech.
4.2 You can view any additional terms which Third Party Suppliers have provided to SigTech at www.sigtech.com/legal/third-party-suppliers-additional-terms (Third Party Terms). We shall use commercially reasonable endeavours to ensure that this webpage is maintained with the latest versions of all additional terms imposed by Third Party Suppliers. Any such Third Party Terms are binding on you and deemed to be incorporated into and form part of this Contract.
4.3 Our provision of the Market Data and Datasets is not guaranteed.
4.4 We may require that you enter into a direct agreement with a Third Party Provider(s) in connection with certain Market Data or Datasets, in which case we shall not be obligated to provide the relevant Market Data or Datasets to you until we receive: (i) a copy of such agreement from you; or (ii) confirmation from the Third Party Provider that you have entered into such an agreement. If a Third Party Provider terminates the relevant agreement with you, you shall notify us without undue delay and we may, in our absolute discretion, suspend access to the relevant Market Data.
4.5 We may, at any time:
A) amend, suspend or revoke your access, or the access of any User to the Market Data or Dataset in whole or in part; and/or
B) amend, suspend, revoke or update any or all of the information comprising the Market Data and/or cease provision of the Market Data; and
C) in respect of any such amendment, revocation, cessation or update, we shall not be in breach of this Contract and have no liability to you or any User.
5. Our obligations
5.1 We shall, during the Subscription Term, provide you with access to the Platform and make available the SigTech Materials to you on and subject to the terms of this Contract.
5.2 Our provision of the Platform and the SigTech Materials shall be delivered using reasonable skill and care.
5.3 We provide support to all Users via our website, email, user forums, third party instant messaging applications (such as Slack and Symphony) and by telephone. You accept that, although we will use reasonable endeavours to solve problems identified by you, the nature of software is such that no guarantee can be provided that any particular problem will be solved.
5.4 We shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, during the Subscription Period, except for:
A) scheduled maintenance carried out during the maintenance window which is usually 6.00 am to 10.00 am UK time on Saturdays; and
B) unscheduled maintenance performed outside Normal Business Hours. We will use reasonable endeavours to give you at least 1 hour’s notice in advance.
5.5 We reserve the right to update the Platform at any time or to perform routine maintenance where necessary. We shall use best endeavours to ensure any updates or maintenance are performed outside Normal Business Hours.
5.6 We do not:
A) warrant that:
1) your use of the Platform or our provision of the Market Data will be uninterrupted or error-free; or
2) that the Platform will be available at all times.
B) take responsibility 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 you acknowledge that the Platform and SigTech Materials may be subject to limitations, delays and other problems inherent in the use of such communications facilities
5.7 Save as set out in an Order Form, we shall have no obligation to provide any training, guidance or consultancy services to you.
6. Customer obligations
6.1 You shall not, and shall not attempt to, and shall procure that no User shall, or shall attempt to, do any of the following:
A) use the Platform, the Market Data, Datasets and/or the SigTech Materials, including any Intellectual Property Rights in or related to any of them, in any manner which is inconsistent with the terms of this Contract;
B) download, reverse engineer, copy, duplicate, reproduce, publish, distribute, display, transmit or communicate or disseminate to any third party the Platform, any Market Data or the SigTech Materials or any information obtained or derived therefrom (other than Derived Data);
C) use the Market Data and/or Derived Data to create, attempt to create, or assist with the creation of, any index of tradable assets;
D) use the Platform, the Market Data, the Derived Data and/or the SigTech Materials for any purpose, or in any manner, that would amount to commercial exploitation outside of your own organisation, including any purpose or manner that would compete with us, our Affiliates and/or any Third Party Providers;
E) sell or attempt to sell any of the Market Data and/or any of your rights under this Contract to use the Market Data, the Platform and/or the SigTech Materials;
F) use the Platform and/or the SigTech Materials in any way that violates, plagiarises or infringes upon the rights of any other person, including Intellectual Property Rights, data protection rights, the right of privacy or the right of publicity, or that would be abusive, profane, obscene, indecent, threatening, defamatory, offensive or otherwise illegal;
G) use the Platform in any way that is not compliant with, or breaches, any applicable laws or regulations;
H) except as expressly permitted by this Contract, give or grant (or allow others to give or grant) any third party access to or use of the Platform, the Market Data and/or the SigTech Materials;
I) attempt to interfere with the proper working of the Platform, including attempting to circumvent security, usage monitoring, download restrictions, licence control or other protection mechanisms, or otherwise disrupt the operation of the Platform;
J) obscure, remove or interfere with or add to any copyright notice, trade mark, trade name or other proprietary marking on, or visible during, the operation or use of the Platform or any Datasets or Market Data;
K) use the Platform (and any part thereof) to do any of the following:
1) upload, post, transmit or otherwise make available any viruses, corrupted files, or any other software, data, files or programs that may interrupt, damage, destroy or limit the functionality of the Platform (Malware);
2) upload, store, transmit or otherwise make available any content, material or data that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, or is in breach of any contractual duty or any obligation of confidence, or that does not comply with applicable laws or regulation, or is otherwise prohibited;
3) engage in any fraudulent activity or further any fraudulent purpose; or
4) attempt to gain unauthorised access to our systems or networks; and
L) permit any User or any third party to do, or attempt to do, any of the foregoing.
6.2 You shall:
A) ensure that no Malware is transmitted from any Devices to the Platform and inform us immediately if you become aware of any such transmission;
B) be responsible for establishing and maintaining your and each User’s access to the Platform over a suitable Internet connection;
C) at no cost to us, include such copyright, disclaimers and other notices in connection with the Market Data or Derived Data as we may require;
D) only use the Platform in accordance with the SigTech Materials, any instructions provided by us and otherwise in accordance with this Contract;
E) notify us immediately upon becoming aware of any breach, or potential breach, of this Contract or any use of the Platform by any User in breach of clause 6.1; and
F) provide us with all necessary cooperation in relation to this agreement and all necessary access to such information as we may require in order for us to perform our obligations under this Contract.
6.3 You acknowledge and agree that:
A) you and/or any User will only be able to access Customer Data that conforms to the format and APIs supported by the Platform;
B) the Platform has not been developed to meet your individual requirements;
C) the Platform and/or Market Data are provided by us or any Third Party Providers on an “as is” basis;
D) you accept responsibility for, and acknowledge you exercise your own independent judgement in, you selection of any of the Market Data, your use or intended use of such Market Data, and any results obtained;
E) nothing contained on the Platform or in the Market Data constitutes any form of advice, assurance or guarantee;
F) we shall not be responsible for any delays, delivery failures, or any other Losses resulting from the transfer of data over communications networks and facilities, including the internet;
G) we shall have no liability for decisions made by you and/or any User as a result of using the Platform or the Market Data;
H) any errors or disruptions in or to the Platform shall not constitute a breach of this Contract by us;
I) you shall be fully responsible and liable for: (i) ensuring that you have all rights and necessary consents to use the Customer Data in connection with the Platform; and (ii) the quality and accuracy of the Customer Data; and
7.1 You shall provide a copy of the Terms to each of your Users and you shall procure that those Users comply with the Terms. A PDF version of these Terms is available for you to share with your Users on request.
7.2 You shall ensure that:
A) access to the Platform is restricted to registered and authorised Users;
B) you shall ensure that the number of actual Users you authorise to access and use the Platform and the Services does not exceed the number of User Subscriptions set out in the Order Form(s);
C) you will not allow any User login to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Platform of the Services; and
D) each User shall only be permitted to have one active session on the Platform at any one time and must not disclose or share his or her Password.
7.3 Any breach by a User of the terms of this Contract will be deemed to be a breach by you and the performance of any act or any omission under this Contract by a User will be deemed to be the act or omission by you.
7.4 You will be fully responsible and directly liable for each User’s use of the Platform, the Market Data, the SigTech Materials and compliance with the applicable provisions of this Contract and the User Terms and Conditions.
7.5 Without prejudice to any other rights or remedies under this Contract, we reserve the right to suspend your access or the access of any User to the Platform from time to time at our sole discretion.
7.6 Each User will be required to accept our User Terms and Conditions and our Privacy Notice online before being granted access to, and use of, the Platform.
8.1 You shall pay all Fees and charges for the User Subscriptions and Services in accordance with the terms contained in the applicable Order Form.
8.2 Except as set out in clause 11.6, Fees are non-refundable and non-cancellable.
8.3 You are responsible for paying the Fees for all Subscriptions specified in an Order Form, whether or not such Subscriptions are used.
8.4 You may add User Subscriptions, Datasets or Services (including add-ons and features) by executing an additional Order Form. Additional Subscriptions or Datasets shall be subject to the following:
A) additional User Subscriptions, Datasets and/or Services will be coterminous with the applicable original Subscription Term; and
B) the Subscription Fee payable in respect of any additional User Subscription(s) purchased by you will be the same as the Subscription Fee applicable to your then-existing User Subscriptions under the applicable original Order Form, pro-rated for the remainder of the Subscription Term or Renewal Term (as applicable), provided such additional User Subscriptions are on commercial terms which are identical to those which apply to your then-existing User Subscriptions.
8.5 All Fees must be paid in the currency set out in the Order Form and are not subject to any deductions, credits, or other set-offs.
8.6 You shall provide us with such billing and contact information as we may require and you shall promptly notify us of any changes such information.
8.7 If you wish to dispute any Fees contained in any invoice, you must notify us in writing prior to the date that payment of such invoice is due or the invoice will be deemed correct and you waive your right to dispute it. Where you dispute any invoice, you shall pay any undisputed amounts in accordance with the terms of this Contract.
8.8 Payment of the amount(s) described in an invoice is due within fourteen (14) days of the date of receipt of the invoice.
8.9 All sums payable are exclusive of taxes (including withholding taxes, value added tax (VAT), or other taxes, but excluding income taxes imposed on us) for which you shall be liable and charged in addition thereto. If you are obliged to withhold or deduct any portion of the Fees, then we shall be entitled to receive from you such amounts as will ensure that the net receipt, after tax and duties, to us in respect of the Fees is the same as it would have been had the relevant payment not been subject to tax or duties.
8.10 You may be invoiced by one of our Affiliates (each, a Local Entity). The relevant Local Entity is typically the Local Entity in your jurisdiction, or if we do not have a Local Entity in your jurisdiction, the Local Entity responsible for the jurisdiction in which you are located.
8.11 If you exceed the User Subscription limit set out in your Order Form, we will immediately invoice you for the Subscription Fees incurred in respect of each such excess User for the period commencing on (and including) the date that such excess User(s) first accessed the Platform and ending on (and including) the last day of the Initial Subscription Term or Renewal Period (as applicable) and you will pay such User Fees in accordance with this clause 8.
8.12 If you fail to pay any amount(s) payable under this Contract, we will be entitled to charge you interest on the overdue amount, payable by you on demand, from the due date up to the date of actual payment, after as well as before judgement, at the rate of 1.5% per month. Such interest shall accrue on a daily basis and be compounded quarterly.
8.13 In respect of each Renewal Period, we shall be entitled to increase the Fees by a sum equivalent to the greater of:
A) the increase in the UK Retail Price Index (RPI), as stated in the last published RPI figures; and
B) up to 5%.
8.14 Without prejudice to clause 8.13, we may increase or adjust the basis for calculating any Fees in our sole and absolute discretion provided that:
A) such increase or adjustment will not take effect until the commencement of the next Renewal Period;
B) we give you prior written notice of any such increase or adjustment in Fees at least thirty (30) days prior to the start of Renewal Period;
C) if such increase or adjustment in Fees is greater than the increase permitted by clause 8.13 and you do not agree to such increase or adjustment in Fees, you may terminate this Contract by giving written notice to us prior to the expiry of the Initial Subscription Term or then current Renewal Period (as applicable), such notice not to expire before the end of the Initial Subscription Term or then current Renewal Period (as applicable); and
D) if you do not give a notice of termination pursuant to (C) above, you will be taken to have accepted such increase or adjustment in Fees and will be invoiced accordingly.
9. Professional Services
9.1 We shall provide the Professional Services (if any) as set out in the Order Form. Fees payable for any Professional Services provided by us shall be as set out in the Order Form. Unless otherwise set out in the Order Form, fees for professional services shall be payable in accordance with clause 8.
9.2 We shall:
A) use reasonable skill and care in our provision of the Professional Services; and
B) use reasonable endeavours to meet any performance dates or milestones set out in the Order Form.
9.3 You shall appoint a manager for the Professional Services and notify us who that person is in the Order Form. That person shall be responsible for overseeing the provision of the Professional Services and shall act as your primary point of contact while we are providing Professional Services.
9.4 Unless otherwise set out in an Order Form, the Professional Services will be delivered remotely and our staff will not be required to attend your offices or use your equipment. You shall reimburse us for all reasonable expenses incurred by our staff in the course of providing Professional Services which require any of them to attend your offices or use your equipment, subject to production of receipts or other appropriate evidence of payment.
10. Limitations of Liability
10.1 Unless specifically set out in an Order Form, and to the extent permitted by law, this Contract will exclude any implied conditions, warranties or other term as to, and us, our Affiliates and the Third Party Providers make no warranties (express or implied) in respect of, merchantability, fitness for a particular purpose, correctness, satisfactory quality, use of reasonable skill and care, accuracy, non-infringement, completeness, security, reliability or performance of the Platform, the Market Data, the Services or any other matter.
10.2 You shall indemnify us against all Losses suffered or incurred by us arising out of, or in connection with, the Customer Data and/or your, and/or any User’s, misuse of the Platform, the Market Data and/or the Derived Data.
10.3 Subject to clauses 10.4 and 10.5, the maximum aggregate liability of either Party, whether in contract, tort or otherwise in connection with this Contract, shall in respect of the Initial Subscription Term or any Renewal Period, be limited to the aggregate amount of all Fees for the Initial Subscription Term or Renewal Period (as applicable).
10.4 Subject to clause 10.5, and to the extent permitted by law, we will not be liable for any of the following:
A) any Losses suffered as a result of any inability to access or use the Platform;
B) any Losses resulting from or in connection with any Customer Data;
C) any special, indirect, incidental or consequential damages, loss of profits, loss of anticipated savings, loss of business or business opportunities, loss of goodwill or loss of data,
in each case, regardless of whether we were aware of the possibility of such loss or damage occurring, and, in the case of (A) and (B) above, arising out of your and/or any User’s use of and/or reliance on the Platform, the Market Data or otherwise in connection with this Contract.
10.5 Nothing in this Contract shall operate to limit or exclude either Party’s liability for any of the following:
A) death or personal injury caused by its negligence or the negligence of its Personnel;
B) fraud or fraudulent misrepresentation;
C) any other liability that cannot be excluded or limited by law; and
D) in the case of you, a breach of clause 6.1(B) and the indemnity given in clause 10.2
10.6 You agree that, in entering into this Contract, you have not relied on any representations (whether written or oral) of any kind other than those expressly set out in this Contract.
11. Intellectual Property Rights
11.1 You acknowledge that all Intellectual Property Rights in the Platform, the Market Data and the SigTech Materials shall vest in us, our Affiliates and/or any Third Party Providers (as applicable) and you agree that neither you and/nor any User shall have any rights in respect of the Intellectual Property Rights in, or in relation to, the Platform, the Market Data or the SigTech Materials.
11.2 You (or your licensors) will own the Intellectual Property Rights in the Customer Data and Derived Data and, save as set out in clause 6.2(C) and 11.3, we acknowledge that we shall neither own, nor have any rights in respect of, the Intellectual Property Rights in, or in relation to, the Customer Data and the Derived Data.
11.3 You grant us a non-exclusive, worldwide, royalty-free, sub-licensable and irrevocable (for the duration of the Term) licence to use, copy, store, transmit and display the Customer Data and the Derived Data for the purposes of our provision of the Platform to you only. For the avoidance of doubt, such Customer Data and Derived Data shall not be made available to our other customers.
11.4 Subject to clauses 11.5 and 11.7, we shall indemnify you against all Losses incurred by you as a result of any claim made against you that your use of the Platform in accordance with the terms of this Contract infringes the Intellectual Property Rights of a third party (Infringement Claim).
11.5 The indemnity granted by us in clause 11.4 shall not apply to the extent that any Infringement Claim arises through, or in connection with, your and/or any User’s misuse of the Platform or the breach of any terms of this Contract by you and/or any User.
11.6 In the event that any Infringement Claim is brought against you we may, in our sole and absolute discretion:
A) modify the Platform so that it ceases to be infringing while retaining the same or substantially the same features, functionality and performance;
B) replace the Platform with a non-infringing alternative while retaining the same or substantially the same features, functionality and performance; or
C) terminate this Contract and/or the relevant Order Form and refund the Fees paid by you for the Initial Subscription Term or Renewal Period (as applicable) minus any pro rata amount of User Fees paid or payable for the use of the Platform up to the Termination Date.
11.7 You shall:
A) promptly notify us in writing of any Infringement Claim or threat of an Infringement Claim;
B) not make any admission or settlement in relation to an Infringement Claim without our prior written consent;
C) provide us with all information and assistance that we may require in relation to an Infringement Claim;
D) allow us complete control of the conduct of any Infringement Claim; and
E) do all such acts and execute all such documents as may be required to give full effect to this clause 11.7.
12.1 This Contract shall, unless terminated in accordance with its express terms, continue until the expiry of the last User Subscription, as set out in the relevant Order Form.
12.2 Without affecting any other right or remedy available to us, we may terminate any Order Form and/or this Contract at any time on written notice if:
A) continued access by you and/or the Users to the Platform would constitute a security risk to the Platform and/or to our other customers and users, as reasonably determined by us;
B) you and/or any User have breached applicable laws or regulations in connection with your use of the Platform, including financial services regulatory requirements, Anti-Corruption Laws or Export Restrictions, or you and/or any User commits any fraudulent or criminal act;
C) we determine, acting reasonably, that any User is using the Platform in breach of the applicable terms of this Contract (in particular, the restrictions set out in clause 6.1); or
D) you undergo a change of Control.
12.3 Without affecting any other right or remedy available to it, either Party may terminate this Contract at any time on written notice to the other if:
A) the Party is in material or persistent breach of any of the terms of this Contract and either that breach is incapable of remedy, or Party fails to remedy that breach within fourteen (14) days of the date that the Party receives written notice requiring that breach to be remedied;
B) the Party is the subject of a petition, order, or resolution in connection with winding up (whether solvent or insolvent), or you cease or threaten to cease to carry on all, or a material part of, your business;
C) the Party is unable to pay its debts or the Party begins negotiations for, takes any proceedings concerning, proposes or makes any agreement for the deferral, rescheduling or other readjustment (or proposes or makes a general assignment or an arrangement or composition with or for the benefit of some or all of the Party’s creditors) for all of (or all of a particular type of) the Party’s debts;
D) the Party is the subject of a petition for an administration order or an application for an administration order, or an administrator is appointed to it or notice of intention to appoint an administrator is given, or any other step is taken by any person with a view to the Party’s administration under the Insolvency Act 1986 including the passing of any resolution by the Party’s directors or shareholders approving the presentation of any such petition, the making of any such application or appointment or the giving of any such notice; and
E) the Party suffers, or is subject to, any equivalent event, circumstance or procedure to those set out above in this clause 12.2(B) to (D) (inclusive).
13. Consequences of Termination
13.1 On expiry or termination of this Contract for any reason:
A) all rights granted to you and Users under this Contract shall cease;
B) you and your Users shall cease all use of the Platform and the Market Data;
C) you shall promptly pay us any sums due up to the Termination Date; and
D) all Customer Data and Derived Data will be deleted from the Platform within sixty (60) days of the Termination Date.
13.2 Termination or expiry of this Contract for any reason shall not affect or prejudice any of the Parties’ accrued or outstanding rights or obligations at the time of termination or expiry; and the provisions of this Contract which expressly, or by their nature, survive termination.
14. Data Protection
14.1 In this clause 14:
A) “Data Protection Legislation” shall mean the Data Protection Act 2018, GDPR and the UK GDPR (as applicable) and any other applicable laws relating to the protection of personal data and the privacy of individuals (all as amended, updated or re-enacted from time to time);
B) “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);
C) “Personal Data”, “Controller”, “Processor”, “Data Subject” and “Processing” shall have the same meaning as in the Data Protection Legislation.
D) “UK GDPR” means the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419).
14.2 The parties acknowledge that we are a Processor acting on your behalf and that, for the purposes of this Contract:
A) the types of Personal Data are: names, contact details and other personal information on invoices or receipts uploaded or any other item added or submitted to us, and the categories of Data Subjects are: your staff and any other individuals identified in documents uploaded by you (“Personal Data”); and
B) the nature/purpose of the Processing is to enable us to carry out the Services (which form the subject matter of the Processing), or to provide analytics services as requested by you, and the duration of the Processing shall be the term of this Contract.
14.3 We will also act as Controller in respect of our use of personal data relating to your Users and other staff.
14.4 We shall comply with our obligations under the Data Protection Legislation in respect of the Personal Data and shall, where we are acting as your Processor:
A) process the Personal Data only to the extent, and in such manner, as is necessary for the purpose of providing the Services and in accordance with your written instructions and this clause 14.
B) implement appropriate technical and organisational measures in accordance with the Data Protection Legislation to ensure a level of security appropriate to the risks that are presented by such Processing;
C) ensure that any employees or other persons authorised to Process the Personal Data are subject to appropriate obligations of confidentiality;
D) on your request and taking into account the nature of the Processing and the information available to us, assist you in ensuring compliance with our obligations under Articles 32 to 36 of the General Data Protection Regulation (EU) 2016/679 (where applicable) in respect of the Personal Data;
E) procure by way of a written contract that any subprocessors we appoint to carry out our processing obligations under this Contract will, at all times during the engagement, be subject to data processing obligations equivalent to those set out in this clause 14.
F) not engage any third party to carry out our processing obligations under this Contract without obtaining your prior written consent, save that you hereby consent to our use of the following subprocessors: (i) members of our group; and (ii) service providers we appoint (a list of which is available on request);
G) notify you, as soon as reasonably practicable, about any request or complaint received from a Data Subject (without responding to that request, unless authorised to do so by you) and assist you by technical and organisational measures, insofar as possible, for the fulfilment of your obligations in respect of such requests and complaints;
I)notify you without undue delay on becoming aware of a Personal Data breach;
J) on your request, make available all information necessary to demonstrate our compliance with this clause 14 and on reasonable advance notice in writing otherwise permit, and contribute to, audits you (or your authorised representative) carry out with respect to the Personal Data, provided that you shall (or shall ensure your authorised representatives shall):
1) sign a non-disclosure agreement in terms acceptable to us prior to undertaking such audit;
2)be accompanied by a member of our Staff at all times whilst on site during the audit;
3) use your reasonable endeavours to ensure that the conduct of any such audit does not unreasonably disrupt our normal business operations; and
4) comply with our relevant IT and security policies whilst carrying out any such audit.
K) on termination or expiry of this Contract, destroy, delete or return (as you direct) all Personal Data and delete all existing copies of such data unless required by law to keep or store such Personal Data.
14.5 You acknowledge that clause 14.4(A) shall not apply to the extent that we are required by law to Process the Personal Data other than in accordance with your instructions and we acknowledge that, in such a case, we must promptly inform you of the relevant legal requirement prior to Processing (unless the law prohibits the provision of such information on important grounds of public interest).
15. Anti-Bribery and Export Restrictions
15.1 You undertake and warrant that:
A) you will comply with all applicable Anti-Corruption Laws, and all applicable economic or trade sanctions, export control and securities laws;
B) you have not violated any applicable Anti-Corruption Laws;
C) you will notify us without undue delay if you have been found to have violated, or have been accused of possible violations of any applicable Anti-Corruption Laws;
D) you will not take any action to cause us or any Third Party Providers to breach any Export Restrictions;
E) you, your Affiliates and their respective directors are not the subject of any Export Restrictions; and
F) you are not Controlled by any person or entity that is the subject of any Export Restrictions.
16. Confidentiality and Publicity
16.1 Each Party may be given access to Confidential Information by the other Party in order to perform its obligations under this Contract. A party's Confidential Information shall not be deemed to include information that:
A) is or becomes publicly known other than through any act or omission of the receiving Party;
B) was in the other Party's lawful possession before the disclosure;
C) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or
D) is independently developed by the receiving Party, which independent development can be shown by written evidence.
16.2 Each Party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, except that each Party may disclose the other’s Confidential Information:
A) to its employees, officers, representatives, service providers, subcontractors or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this Contract, provided always that such recipients shall be made aware of the confidential nature of the Confidential Information that receive and shall agree to reasonable confidentiality undertaking to protect such Confidential Information;
B) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or
C) as described in our Privacy Notice or under clause 14.4.
16.3 Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under this Contract and you will on written request or on termination of this Contract:
A) cease to use our Confidential Information; and
B) as soon as reasonably practicable return to us or securely destroy (or in respect of information held electronically permanently delete (to the extent technically feasible) all of our Confidential Information in your possession.
16.4 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.
16.5 We acknowledge that the Customer Data is your Confidential Information.
16.6 On or before the Termination Date you shall:
A) destroy or return to us all documents and materials containing, reflecting, incorporating or based on our Confidential Information, excluding Derived Data and Customer Data;
B) erase all our Confidential Information from your computer and communications systems and devices used by you or your Users, or which is stored in electronic form;
C) to the extent technically and legally practicable, erase all our Confidential Information which is stored in electronic form on systems and data storage services provided by third parties; and
D) certify in writing to us, upon request, that you have complied with the requirements of this clause 16.6.
16.7 Nothing in clause 16.6 shall require you to return or destroy any documents and materials containing or based on the our Confidential Information that you are required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject.
16.8 We may use your name, logo and relevant trademarks on our website and/or on our marketing materials, exclusively for the purposes of marketing and promotion.
16.9 You agree that, if requested by us, you shall promptly provide at least one written testimony per year of your experience of using the Platform.
17.1 Force Majeure. We shall not be liable to you for any delay or non-performance of your obligations under this Contract arising from any cause beyond our control including any of the following: strikes, lock-outs or other industrial disputes, pandemic or epidemic, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors (each a Force Majeure Event).
17.2 Waiver. No failure or delay by either Party to exercise or enforce any right or remedy under this Contract shall constitute a waiver, or prejudice or restrict that Party’s further right to exercise that, or any other, right or remedy.
17.3 Severability. If any provision of this Contract is held to be invalid or unenforceable (in whole or in part) by any law, rule, order or regulation of any government or by the final determination of any court of competent jurisdiction, such invalidity or unenforceability shall not affect the other part of that provision or the other provisions of this Contract which shall remain in full force and effect.
17.4 Revision of terms. We reserve the right to revise these Terms at any time. You are advised to check the website periodically for notices concerning such revisions. Your continued use (and the continued use by your Users) of the Platform and the Services shall be deemed to constitute acceptance of any revised terms.
17.5 Third Party Rights
A) Our Affiliates and the Third Party Providers may enforce any rights or benefits conferred by this Contract on our Affiliates and the Third Party Providers (as applicable).
B) Subject to clause (A) and any permitted assignees, no person who is not a party to this Contract will have any rights under the Contracts (Rights of Third Parties) Act 1999 to benefit from or enforce this Contract.
17.6 Notices. Notices to us must be sent to firstname.lastname@example.org, or to any other email address notified to you by us. We will send notices to you to the then current email address on your account.
17.7 Relationship of the Parties
A) Nothing in this Contract shall be construed as constituting a partnership between the Parties nor, except as expressly provided, shall it constitute, or be deemed to constitute, any Party as the agent of the other Party for any purpose.
B) Subject to any express provisions to the contrary in this Contract, neither Party shall have the right or authority to and shall not act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind, on behalf of the other Party, or bind the other Party in any way.
17.8 Entire Agreement. This Contract contains the whole agreement between us and you relating to the subject matter of this Contract and supersedes all prior agreements, arrangements and understandings between the Parties relating to that subject matter.
17.9 Assignment. You are not permitted to assign, transfer or sub-contract your rights under, or the benefit of, this Contract (in whole or in part) or purport to assign, transfer or sub-contract your rights under or the benefit of this Contract (in whole or in part) to any third party. We may assign, transfer or sub-contract our obligations or rights under this Contract (in whole or in part) to our Affiliates or Third Party Providers.
17.10 Governing law and jurisdiction. This Contract (including any relevant non-contractual obligations) shall be governed by and construed in accordance with the laws of England and Wales and each Party irrevocably agrees that all proceedings arising out of or in connection with this Contract (including any non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
17.11 Order of Precedence. In the event of any discrepancy or inconsistency between these Terms and an Order Form, the Order Form will prevail to the extent of any such discrepancy or inconsistency.