RESEARCH IN FINANCE TERMS AND CONDITIONS
(Version: September 2022)
1. THESE CONDITIONS
1.1 These are the Conditions that apply to any Service you purchase from us.
1.2 Please read these Conditions carefully. By issuing an Order or accessing/purchasing any Services, you acknowledge that you have read, understand and agree to follow and be bound by these Conditions. We recommend that you retain a copy of all the documents that make up our Agreement.
1.3 Some of the words and phrases in these Conditions mean specific things. They are capitalised all the way through and explained in the Defined Terms section towards the end of these Conditions.
1.4 These Conditions, the Order and, if applicable, the SOW (including, where applicable, any Special Terms agreed between us in the SOW) apply to and form part of the Agreement between us. They take precedence over any terms and conditions of supply previously supplied by us.
1.5 Each Order forms a separate, standalone Agreement.
1.6 No terms or conditions delivered with or contained in your purchase conditions, order or other document will form part of the Agreement between us.
1.7 Each Order issued by you shall be an offer to purchase Services subject to our Agreement.
1.8 Your Order is an offer to us to supply the Services which we may accept or reject at our discretion. When you place your Order, we may acknowledge it by email. However that acknowledgement does not mean that your order has been accepted. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:
1.8.1 our written acceptance of the Order; or
1.8.2 our commencement of the performance of/provision of access to the Services or notification to you that they are ready to be performed (as the case may be).
1.9 Rejection by us of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by you.
1.10 We may issue quotations to you from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by you.
1.11 If there is a conflict between any of the documents listed below, the order of priority, highest first, is:
1.11.1 (if relevant) the DPA with respect to the processing of Protected Data by us;
1.11.2 the SOW;
1.11.3 the Order; and
1.11.4 the Conditions.
2. OUR SERVICES
2.1 We provide access to the following Services (the one selected by you will be indicated in the Order):
2.1.1 Syndicated Subscription: a Service that provides you with access to syndicated market research reports and studies on a regular basis during the Term. The reports and studies you subscribe to and their frequency will be detailed in the Order and/or the SOW;
2.1.2 Bespoke Research: a Service where we conduct a bespoke research project for you. Details on the work we undertake will be detailed in the Order and/or the SOW.
2.1.3 Publishing Service: a Service where we provide you with access to report(s) we make available from time to time. The report(s) you have requested access to will be detailed in the Order.
3. WHEN OUR AGREEMENT BEGINS AND HOW LONG IT LASTS
3.1 If you have:
3.1.1 subscribed to a Syndicated Subscription, our Agreement starts on the Start Date and will, unless one of us ends it (in a way that these Conditions allow), carry on for 12 months (the Initial Term) and shall automatically continue after that for further consecutive periods of 12 months (each, an Additional Term) unless terminated by: i) you giving us not less than three months’ written notice to terminate our Agreement, such notice to expire at the end of the Initial Term, or, as the case may be, the relevant Additional Term; or ii) us giving you not less than one month’s notice to terminate the Agreement at any time;
3.1.2 purchased Bespoke Research, our Agreement starts on the Start Date and expires on the day we have completed performance of those Services (for example, by delivering you our final report or undertaking the final activity detailed in the Order or the SOW).
3.1.3 If you have purchased a Publishing Service (i.e. a report from us), unless otherwise agreed by us in advance, we will provide you with a copy of the relevant report once you have paid the Charges.
4. GENERAL PRINCIPLES
4.1 We agree to supply and you agree to purchase the Services on the terms set out in our Agreement.
4.2 We confirm we are a legal entity, authorised to agree our Agreement and provide the Services.
4.3 You confirm you are legally set up as a business, authorised to agree our Agreement and carry out your responsibilities under it.
5. WHAT WE HAVE TO DO
5.1 We will:
5.1.1 provide the Services with reasonable skill and care;
5.1.2 comply with Applicable Law applicable to us; and
5.1.3 in relation to Bespoke Research, report to you details about the progress of the Services in the manner and at the frequency agreed between us in writing from time to time.
5.2 We may perform the Services in instalments. Any delay or defect in an instalment shall not entitle you to cancel any other instalment.
6. WHAT YOU HAVE TO DO
6.1 You will:
6.1.1 perform your obligations in accordance with the terms of our Agreement;
6.1.2 pay the Charges for the supply of Services in the manner set out in clause 12;
6.1.3 tell us the name(s) and contact details of the individual(s) authorised to act on your behalf for the Services, and technical and billing matters. We may however accept instructions from a person who we reasonably believe is acting with your authority;
6.1.4 cooperate with us and comply with any reasonable requests we make to help us provide any Service including by making any staff available to us on our reasonable request;
6.1.5 provide us with any information, documents, materials, data or other items reasonably required by us in a timely manner, and you will make sure the same is accurate, up-to-date and complete;
6.1.6 provide us with your decisions in respect of certain matters we defer to you on in a timely manner;
6.1.7 where we perform any part of the Services at your site, provide us with reasonable and safe working facilities;
6.1.8 inform us in a timely manner of any matter which may affect our performance of the Services or your ability to pay the Charges;
6.1.9 comply with any of your additional or special responsibilities and obligations specified in each Order, the SOW or otherwise agreed between us from time to time;
6.1.10 comply with Applicable Law, and make sure that your Representatives do as well; and
6.1.11 obtain and maintain all necessary licences, permits and consents required to enable us to perform the Services.
7. YOUR USE OF DELIVERABLES
7.1 Except as set out in clause 7.3, if we provide you with or access to any information, advice, reports, studies or other materials as part of the output of the Services (Deliverables), we give you a non-transferable, non-sublicensable and non-exclusive licence to use those Deliverables for your internal use alone.
7.2 Except as set out in clauses 7.1 and 7.3, you cannot license, sell, rent, lease, transfer, copy, modify, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make all or any part of the Deliverables available to any third parties.
7.3 You may only use the Deliverables for purposes additional to those described in clause 7.1, with our written consent beforehand. We will not unreasonably withhold or delay that consent but it may be given by us subject to certain conditions (such as using any data in form provided by us without modification).
7.4 Without limiting our other rights and remedies, if you breach clause 7.1 you will be liable to pay us on demand an amount equal to the charges we would have charged the relevant third party for access and/or use of the relevant Deliverable at our then current rates.
7.5 Subject to clause 21.1 and to the fullest extent permitted by Applicable Law, we will have no liability to you or any third parties for any Losses you or they suffer as a result of your breach of any part of this clause 7.
7.6 This clause 7 shall survive the expiry or termination of our Agreement.
8. WHEN WE ARE NOT TO BLAME
8.1 If the Services, in whole or in part, cannot be provided by us for reasons caused in whole or part by: (a) you and/or your Representatives; (b) anyone other than us or suppliers/subcontractors doing something, or not doing something, they need to do; (c) a Force Majeure Event; or (d) restriction or prevention by Applicable Law, a court order, an application for interlocutory relief or injunction, then:
8.1.1 we shall have no liability for Losses that are attributable to any of those circumstances and/or events; and
8.1.2 any agreed timeframes for performance may be extended, if and where practicable, for a period equivalent to the period of the delay caused by those circumstances and/or events (however it may be longer at our discretion).
9. THIRD PARTY INFORMATION
9.1 Although we obtain Third Party Information from sources we believe to be reliable, receipt and use of the Third Party Information by you is ‘as-is’. We do not make any warranty or representation (whether express or implied), to you or any other person or entity as to the accuracy, timeliness, completeness, methodology used, merchantability or fitness for any particular purposes of any Third Party Information and you acknowledge and accept we have undertaken no independent verification or audit of any Third Party Information.
9.2 Subject to clause 21.1 and to the fullest extent permitted under Applicable Law, we disclaim any and all liability with regard to your use of and/or reliance on any Third Party Information.
9.3 You acknowledge and accept:
9.3.1 your use of Third Party Information may be subject to the requirements imposed by the relevant Third Party Information provider from time to time and you agree to comply with those requirements;
9.3.2 that access to some Third Party Information may be subject to appr oval by the relevant Third Party Information provider and/or the direct grant of a licence to you. Where any Third Party Information provider requires you to enter into a direct agreement with them in respect of the Third Party Information you will supply us with a copy of such licence on request;
9.3.3 that we may be required by a Third Party Information provider to provide details of your use of the Third Party Information and you agree that we may pass all information concerning your use to the relevant Third Party Information without notice;
9.3.4 all Third Party Information is proprietary to the Third Party Information provider that supplies it (and/or its licensors). Unless otherwise agreed with the Third Party Information provider, Third Party Information cannot be redistributed and is provided only for your internal use; and
9.3.5 certain types of misuse or misappropriation of Third Party Information may cause a Third Party Information provider irreparable harm, with respect to which such Third Party Information provider may be entitled to injunctive or other equitable relief.
10. CHANGE CONTROL MANAGEMENT
10.1 Where you or we see a need to change our Agreement or any of the Services (whether in order to include an additional service, function or responsibility to be performed by either or us, to amend the Services), we may at any time request, and you may at any time recommend, such Change and a Change Request shall be submitted by the one of us requesting/recommending (as applicable) the Change to the other. Such Change shall be agreed only once the Change Request is agreed by both of us (which can occur via writing (including email) or verbally). For the avoidance of doubt, if the Change affects the agreed Charges, we may amend the Charges to reflect the Change.
10.2 Until such Change is made in accordance with clause 10.1, both of us shall, unless otherwise agreed in writing, continue to perform our Agreement in compliance with its terms prior to such Change.
10.3 Any discussions which may take place between us in connection with a request or recommendation before the authorisation of a resultant Change shall be without prejudice to the rights of either of us.
10.4 Notwithstanding clauses 10.1 to 10.3, we may change the Service without following the Change process in clauses 10.1 to 10.3 so long as the performance of the Service is not materially adversely affected. We also reserve the right (but are not obliged) to amend our conclusions, recommendations or other Deliverables if we become aware of any omissions or misstatements in Third Party Information or Your Materials.
11. CHARGES
11.1 Our Charges shall be as set out in the Order or, if they are not set out in the Order, they will be calculated in accordance with our scale of charges in force from time to time.
11.2 Bespoke Research is provided on either a time-and-materials or fixed fee basis, as provided in the Order and/or the SOW. Any amount set forth in a time-and-materials basis is solely a good-faith estimate for your budgeting and our resource-scheduling purposes, and is not a guarantee that the work will be completed for that amount. The actual amount may be higher or lower. If the estimated amount is expended, we will continue to provide the Bespoke Research under the same rates and terms. We will periodically update you on the status of the Bespoke Research and the fees accrued when we apply a time-and-materials fee.
11.3 The amounts payable by you under the Agreement are exclusive of VAT. Where it applies, you will pay us VAT (at the prevailing rate when the payment is due to be made by you) on the sums payable under our Agreement.
11.4 If you have subscribed to a Syndicated Subscription, we may increase the Charges by giving you not less than four months’ notice in writing. Such Charges increase shall take effect on the next anniversary of the Start Date.
12. PAYMENT
12.1 Unless otherwise agreed with you:
12.1.1 we will invoice you for:
12.1.1.1 Syndicated Subscriptions yearly in advance;
12.1.1.2 Bespoke Research which is charged on a: fixed fee basis as follows (i) 50% of the Charges on acceptance of your Order by us (as determined under clause 1.8); and (ii) 50% of the Charges on completion of the Services (as determined under clause 3.1.2); or ii) on a time and materials basis, monthly in arrears; and
12.1.1.3 Publishing Services on acceptance by us of your Order (as determined under clause 1.8);
12.1.2 you will pay each of our invoices:
12.1.2.1 within 30 days of our invoice date;
12.1.2.2 in pounds sterling (GBP);
12.1.2.3 to the bank account nominated by us; and
12.1.2.4 in full and in clear funds, without deduction or set-off; and
12.1.3 if you require a purchase order number to be included on our invoice(s), you will ensure that only one purchase order number is used to cover all of our Charges. Where applicable, you will provide such purchase order number to us before the Start Date and, in any event, promptly following the date we accept your Order (as determined under clause 1.8).
12.2 If you do not pay any of our invoices by the due date, without limiting our other rights, we may:
12.2.1 charge you interest on the unpaid amount at 4 per cent a year above HSBC PLC base rate from time to time in force. That interest will compound on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment; and
12.2.2 restrict or suspend the Services under clause 17.
12.3 You will pay us any reasonable costs that we incur when recovering any amount you owe us.
12.4 We may on giving you written notice reduce the number of days you have to pay each invoice:
12.4.1 where:
12.4.1.1 you issue a profit warning; or
12.4.1.2 any credit agency reduces your credit rating; and
12.4.2 we reasonably consider that this will affect your ability to pay our invoices.
12.5 As part of our credit management procedures, we may at any time:
12.5.1 require you to pay a deposit, pay the Charges in advance, or provide a guarantee as security for payment of future invoices by the means requested by us; and
12.5.2 carry out a credit check on you. You will provide us or our agents with any information we or they may reasonably require for this.
12.6 Where applicable, you are liable for any Withholding Taxes on payments to us, so that the net amount we receive is not less than the amount invoiced to you.
12.7 If you do not agree with something in an invoice we send you:
12.7.1 before you have made payment, you will give us written notice within 7 days after the date of the invoice; and
12.7.2 after you have made payment, you will give us written notice of that dispute within two months after the date of the invoice.
12.8 We will both settle an invoice dispute in accordance with clause 20 and you will pay the amount we both finally agree on within five days of both of us agreeing it. You will always pay the undisputed amount of an invoice on the due date for payment.
12.9 We may still charge you a late payment charge or interest in accordance with clause 12.2 for any amount that we both agree is payable under clause 12.8.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 All Intellectual Property Rights in and to the Services and the Deliverables, excluding Your Materials, belong to and shall remain vested in us or our licensors (the RiF IPR).
13.2 Otherwise to the extent specifically agreed by us or allowed by applicable Law, you may not (nor permit others) to at any time:
13.2.1 use the RiF IPR for any purpose save for your right to use the Deliverables under clause 7.1; or
13.2.2 access all or any part of the RiF IPR in order to build a product or service which competes with all or any part of the RiF IPR or our business.
13.3 You will:
13.3.1 obtain and maintain all necessary licences and consents required for us and you to use Your Materials; and
13.3.2 be solely responsible for the population, accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Your Materials.
13.4 You acknowledge and agree that:
13.4.1 we will not be liable for any errors or inaccuracies in Your Materials or any changes or modifications to Your Materials by us due to your instructions;
13.4.2 we will not undertake any form of independent verification or audit of Your Materials; and
13.4.3 we will not be held responsible in any way for any Intellectual Property Right infringement, the violation of any other person’s rights or the violation of any laws, arising out of or related to Your Materials.
13.5 You warrant, undertake and represent to us that:
13.5.1 all licences and consents have been and shall be obtained and maintained in respect of Your Materials while we have a need to use them for the purposes of our Agreement; and
13.5.2 Your Materials and any other material provided by you to us, shall not infringe the rights of any third party (including any Intellectual Property Rights).
13.6 We may use any feedback and suggestions for improvement relating to the Services provided by you without charge or limitation (Feedback). You hereby assign (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us at the time the Feedback is first provided to us.
13.7 Except for the rights expressly granted in our Agreement, you will not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services and no Intellectual Property Rights of either party are transferred or licensed as a result of our Agreement.
14. PERSONAL DATA
14.1 We will either be a Controller, Processor or both under our Agreement depending on the type of Personal Data Processed and the purpose of the Processing.
14.2 If we act as your Processor, the DPA will apply and each of us agrees to its respective obligations, and may exercise its respective rights and remedies, set out in the DPA.
14.3 If we act as a Controller of your Personal Data we will Process the Personal Data in accordance with Data Protection Laws and as set out in the RiF Privacy Policy and you will:
14.3.1 comply with applicable Data Protection Laws and will fulfil all the requirements necessary for the provision of the Services by us, including providing any notifications and obtaining any regulatory approvals or consents required when sharing Personal Data with us; and
14.3.2 only disclose to us the Personal Data that we require to perform the Services.
15. KEEPING THINGS CONFIDENTIAL
15.1 We will both keep the other’s Confidential Information confidential and neither of us will disclose the other’s Confidential Information, unless one of us needs to do that:
15.1.1 to meet its responsibilities or to receive any benefit under our Agreement, and then only to its Representatives and, for us only, our subcontractors and suppliers, who need to know about the Confidential Information; or
15.1.2 because Applicable Law, a government or regulatory authority, or court of competent jurisdiction says it has to and the party disclosing it will give the other as much notice as reasonably possible before any disclosure.
15.2 The party receiving the Confidential Information in accordance with Clause 15.1 will ensure that the people it discloses the information to in accordance with clause 15.1 comply with this clause 15.
15.3 Nothing in our Agreement will prevent us from using any techniques, ideas and other know-how gained during the performance of our Agreement to the extent that such use does not result in a disclosure of your Confidential Information in breach of this clause 15.
15.4 This clause 15 will continue without limitation of time.
16. ANTI-BRIBERY
16.1 The expressions adequate procedures and associated with shall have the meanings set out in the Bribery Act 2010 and legislation or guidance published under it.
16.2 Each of us will comply with the Bribery Act 2010 including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
16.2.1 all of that party’s personnel;
16.2.2 all others associated with that party; and
16.2.3 all of that party’s sub-contractors;
involved in performing the Agreement also comply.
16.3 Without limiting clause 16.2, neither of us shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
16.4 Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 16.
17. RESTRICTING OR SUSPENDING A SERVICE
17.1 We may restrict or suspend any Service (in whole or in part) if:
17.1.1 you do not pay us any sums under our Agreement on time and in the way described in clause 12;
17.1.2 if you do not pay what you owe us under any other contract that you have entered into with us, as set out in that other contract; or
17.1.3 to implement a change under clause 9.
17.2 If we decide to restrict or suspend the Service for any of the reasons in clause 17.1, we will let you as soon as we reasonably can.
18. TERMINATING OUR AGREEMENT WHEN SOMETHING GOES WRONG
18.1 Either of us may terminate our Agreement in whole or in part immediately by giving the other party written notice if:
18.1.1 the other party materially breaches our Agreement and such breach cannot be remedied;
18.1.2 the other party materially breaches our Agreement and such breach can be remedied but the other party has not remedied the breach within 30 days after receiving the written notice; or
18.1.3 the other party suffers an Insolvency Event.
18.2 We may also terminate our Agreement in whole or in part immediately by giving you written notice to terminate if you do not pay what you owe us under our Agreement or any other contract that you have entered into with us on due date for payment.
19. WHAT HAPPENS WHEN OUR AGREEMENT IS TERMINATED
19.1 If the Agreement or a Service is terminated or expires, for any reason:
19.1.1 your right to receive the Services will cease immediately;
19.1.2 you can continue to use any Deliverables provided by us to you (provided that such use must comply with the terms of our Agreement and, in particular, clauses 7 and 13);
19.1.3 it will not affect any rights that either of us have up to that point;
19.1.4 you shall immediately pay all us all our outstanding invoices and interest;
19.1.5 we will invoice you for all Services performed but not yet invoiced and payment for such invoices shall be due immediately on receipt by you;
19.1.6 you will pay us the Termination Charges and any other charges identified in the SOW or otherwise notified by us to you as payable to us on early termination;
19.1.7 each of us will return or destroy any of the other’s Confidential Information within a reasonable time (except for any Confidential Information which it is necessary for a party to keep in order to comply with Applicable Law);
19.1.8 if you have subscribed to a Syndicated Subscription or purchased Bespoke Research and our Agreement is terminated by you under clause 19.1 or by us, in the case of a Syndicated Subscription, under clause 3.1.1, we will refund you pre-paid Charges in respect of Services that would have been provided in the remainder of the Term after termination. In all other circumstances we may retain any Charges paid in advance; and
19.1.9 any part of the Agreement which expressly or by implication is intended to survive termination or expiry will do so.
20. DISPUTE RESOLUTION
20.1 We will both do what we reasonably can to settle any dispute or claim that occurs under or in relation to our Agreement, and to avoid having to involve the courts or any other authority.
20.2 We will both use the following dispute resolution process:
20.2.1 whichever of us is affected will provide written notice of the complaint that clearly sets out the full facts and includes relevant supporting documents;
20.2.2 we will both use reasonable endeavours to settle the dispute within 14 days of getting the complaint and will make sure to give regular updates to the other during the 14 days; and
20.2.3 if the dispute is not settled after 14 days (or any other period agreed by both of us in writing), the dispute can be escalated to a senior executive of either of us (someone at director level or above).
20.3 Nothing in this clauses 20.1 or 20.2 stops either of us:
20.3.1 seeking interlocutory or other immediate relief if one of us is at risk of imminent harm;
20.3.2 going to a court of competent jurisdiction if either of us considers it reasonable; or
20.3.3 doing anything else our Agreement lets us do.
21. HOW FAR WE EACH ARE RESPONSIBLE
21.1 Nothing in our Agreement excludes or limits the liability of either of us for:
21.1.1 death or personal injury caused by either of us being negligent;
21.1.2 fraud or fraudulent misrepresentation; or
21.1.3 any other liability that cannot be excluded or limited by applicable law.
21.2 Subject to clause 21.1, we will be not be held liable under or in connection with our Agreement and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, for any of the following losses, no matter if those losses are direct or indirect: loss of profit, revenue or anticipated savings; loss of business or contracts; loss of goodwill; loss from wasted expenditure, wasted time or business interruption; loss, destruction or corruption of data; any liability to third parties; and any special, indirect or consequential loss or damage.
21.3 Subject to clauses 21.1 and 21.2, our total liability to you under or in connection with our Agreement, and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, will be limited to:
21.3.1 where you have purchased a Syndicated Subscription and:
21.3.1.1 where the first incident occurs in the first 12 months of our Agreement, the Charges that were paid or payable by you, or would have been paid by you had the incident not occurred, for the first 12 months from the Start Date; and
21.3.1.2 where the first incident occurs at any other time, the mean of the monthly Charges that were paid by you, from the Start Date to the date when the first incident occurred, multiplied by 12; and
21.3.2 where you have purchased any other Services, to the Charges paid by you for those Services.
21.4 You acknowledge and accept that our Services involve making point in time judgments which may be affected by unforeseen future events including wars, economic disruption, dislocations, business cycle vicissitudes, industrial relations, labour difficulties, political action and other factors the effects of which are not capable of precise assessment and that in many cases we are required to make value judgments based on material compiled by government agencies, trade bodies, data providers, scientific organisations and others. If we provide advice or recommendations to you, all decisions for the implementation of such advice or recommendations are your responsibility. To the fullest extent permitted by applicable law, we shall have no liability to you for any Losses suffered by you arising from or connected to the implementation of such advice or recommendations provided we have complied with our obligations in clause 5.1.1.
21.5 We exclude from our Agreement, as far as the law allows, any warranties, conditions or other terms that might be implied by statute or common law.
21.6 No claim under our Agreement may be brought against us by you more than 6 months after you discovered the basis for the claim.
21.7 To the fullest extent permitted by law, you will indemnify and keep us indemnified against any and all Losses suffered or incurred, awarded or agreed to be paid by us in respect of any third party claim against us that results from or arises in connection with any breach of these Conditions by you.
22. THINGS OUTSIDE OUR CONTROL
22.1 If we are affected by a Force Majeure Event we will:
22.1.1 not be liable for failing to do something we should have done, or for not doing it completely or on time to the extent this is caused by the Force Majeure Event; and
22.1.2 have a reasonable amount of extra time to perform the obligation that is affected by the Force Majeure Event.
23. NOTICES
23.1 If one of us needs to give the other notice, they will do it in writing, in English and:
23.1.1 send it by email, in the case of notices from us to you only;
23.1.2 deliver it by hand; or
23.1.3 send it by first class post, recorded delivery or courier.
23.2 Notices need to be sent to:
23.2.1 us, at the postal address shown on our invoice or any other address that we tell you to send notices to; or
23.2.2 you, at the address that you ask us to send invoices to, your primary email address or your registered office address as of the date of the notice or any other address or email address you tell us to use by giving notice to us.
23.3 The recipient of the notice is deemed to have received the notice on the date (or if the date is not a Business Day, then on the next Business Day):
23.3.1 of transmission, if it is an email;
23.3.2 the notice is left at the address or someone signs for it on behalf of the addressee, if it is delivered by hand or sent by courier; or
23.3.3 two days after posting, if it is sent by first-class post or recorded delivery.
24. NON-SOLICITATION
24.1 In order to protect our legitimate business interests, during the Restricted Period you shall not, either directly or indirectly, by or through yourself, any of your Affiliates, agents or otherwise, or in conjunction with your any of your Affiliates, agents or otherwise, whether for your own benefit or for the benefit of any other person:
24.1.1 solicit, entice or induce, or endeavour to solicit, entice or induce, any Restricted Person of ours with a view to employing or engaging the Restricted Person, or
24.1.2 employ or engage, or offer to employ or engage a Restricted Person of ours,
without our prior written consent beforehand.
24.2 In spite of clause 24.1 you may employ or engage a Restricted Person of ours who has responded directly to a bona fide recruitment drive either through a recruitment agency engaged by you or via an advertisement placed publicly by you (either in the press, social media, online or in trade and industry publications).
25. OTHER GENERAL TERMS
25.1 We may:
25.1.1 assign the benefit of our Agreement to another entity or person; and
25.1.2 subcontract our responsibilities under our Agreement to another person or entity, but if we do, we will still be responsible to you.
25.2 Our Agreement is personal to you. To the fullest extent permitted by Applicable Law, if you want to assign, subcontract or transfer your rights and obligations under our Agreement (as applicable), you need to get our written permission beforehand.
25.3 By giving you written notice, we can novate our Agreement, a Service or an Order to one of our Affiliates. If we do, all our rights, responsibilities and liabilities will transfer to that Affiliate and you will need to deal with that Affiliate instead of us as we will no longer be a party to our Agreement in relation to the relevant Service.
25.4 The Conditions, the Order, (where applicable) the SOW and any other documents referenced in any of those documents set out the terms agreed between both of us and replace any previous communication between us. Your own terms are not part of our Agreement even if you provided them to us before signing the Order or if you send them to us. By agreeing to our Agreement, each of us acknowledges they have not relied on any representation, warranty, collateral contract or other assurance (made negligently or innocently) except for the ones in our Agreement.
25.5 Except as set out otherwise in our Agreement, a person who is not a party to our Agreement will not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any its terms.
25.6 We shall use reasonable endeavours to perform the Services in accordance with any agreed time schedule, or, if no time schedule has been agreed, within a reasonable time. However, any such dates are estimates only and time shall not be of the essence.
25.7 Except where our Agreement provides otherwise, our Agreement does not create any partnership, exclusive arrangement or joint venture between us, or authorise either of us to enter any commitments for, or on the behalf of, the other.
25.8 If either of us does not do, or delays doing, something that our Agreement allows, they will not have waived their right to do it.
25.9 If any court of competent jurisdiction finds that any part of our Agreement is illegal, invalid or unenforceable, that part will be considered removed, but no other part of our Agreement will be affected. If any illegal, invalid or unenforceable part of our Agreement would be legal, valid or enforceable if part of it were removed, we both will negotiate in good faith to change our Agreement so it reflects what we both originally intended as much as possible.
25.10 Except where our Agreement provides otherwise, it cannot be varied without both of us agreeing to the variation.
25.11 The laws of England and Wales will apply to our Agreement and any disputes or claims in connection with it or our relationship, including non-contractual ones.
25.12 We both agree:
25.12.1 if you are incorporated in the United Kingdom, the courts of England and Wales will have exclusive jurisdiction over any disputes or claims connected to our Agreement or our relationship; and
25.12.2 if you are incorporated outside the United Kingdom, any disputes or claims connected to our Agreement or our relationship will be referred to and finally resolved by arbitration in accordance with the rules from time to time in force of the London Court of International Arbitration (Rules) which rules are deemed to be incorporated by reference into this clause and: (i) the arbitration shall be conducted by a sole arbitrator agreed between us, or in default of agreement appointed by the President of the London Court of International Arbitration or any person who the President has from time to time delegated his power to make such appointments; (b) the seat or legal place of the arbitration shall be in London, England; and (c) the language to be used in the arbitration shall be English.
26. DEFINED TERMS
This document contains definitions which are written with a capital letter. These definitions have the following meanings:
Additional Term has the meaning set out in clause 3.1.1.
Affiliates means any entity that directly or indirectly Controls or is Controlled by, or is under common Control with another entity.
Agreement means the agreement between you and us for the supply and purchase of Services incorporating these Conditions, the Order, any other documents referenced in these Conditions and, where applicable, the SOW.
Applicable Law means any laws and regulations, as may be amended from time to time, that apply to the provision or receipt of a Service.
Bespoke Research has the meaning given to that term in clause 2.1.2.
Business Day means a day other than a Saturday, Sunday or bank or public holiday in England.
Change means any change to our Agreement including to any part of the Services.
Change Request means a written request submitted by one of us to the other to effect a Change.
Charges means the fees and charges that you pay us in relation to each Service.
Conditions means our terms and conditions of supply set out in this document.
Confidential Information means any information that is confidential in nature concerning one of us including, details of either of our businesses, affairs, customers, suppliers, plans, Intellectual Property Rights or strategies and, in our case, our Confidential Information also includes our oral and written proposals and all Deliverables, in each case, no matter how it is recorded, stored or disclosed, but it does not include:
i) information that is available to the public, or becomes available, unless it is because one of us breaches its obligations of confidentiality (save that any publicly available information shall be classified as Confidential Information where it is compiled in a form that is not in the public domain);
ii) information that was already available to the one of us receiving the information on a non-confidential basis; or
iii) information we both agree in writing is not confidential information.
Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls and Controlled shall be interpreted accordingly.
Controller has the meaning given to that term in applicable Data Protection Laws from time to time.
Customer, you and your means the person identified as the customer in the Order.
Data Protection Laws means, as binding on either of us or the Services:
i) the GDPR;
ii) the Data Protection Act 2018;
iii) any laws which implement any such laws; and
iv) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
Deliverables has the meaning given to that term in clause 7.1.
DPA means our data processing agreement provided by us to you (or such other data processing agreement agreed between us in writing) which sets out our respective rights and obligations where you are a Controller of the Protected Data and we are your Processor of that Protected Data.
Force Majeure Event means an event or sequence of events beyond our reasonable control.
GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679, including as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time).
Initial Term has the meaning set out in clause 3.1.1.
Insolvency Event means if a party:
i) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
ii) is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986;
iii) becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
iv) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
v) has a resolution passed for its winding up;
vi) has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
vii) is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced; or
viii) has a freezing order made against it;
ix) is subject to any events or circumstances analogous to those in points (i) to (viii) in any jurisdiction.
Intellectual Property Rights means any trademark, service mark, trade and business name, patent, copyright (including software), database right, design right, community design right, registered design, right in Confidential Information, internet domain name, moral right and know-how, or any similar right in any part of the world and any applications for registering any of these rights that can be registered in any part of the world are also included.
Losses means any debt, claim, obligation, costs (including legal costs, deductibles or increased premiums), expense, loss, damage, compensation, charge, remedy or liability of any kind, prospective or contingent and whether or not currently ascertainable.
Order means the order for the Services placed by you.
Personal Data has the meaning given to that term in applicable Data Protection Laws from time to time.
Processing shall have the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly).
Processor has the meaning given to that term in applicable Data Protection Laws from time to time.
Protected Data means Personal Data received from or on your behalf in connection with the performance of our obligations under our Agreement in relation to which you are a Controller and we are your Processor.
Publishing Service has the meaning given to that term in clause 2.1.3.
Research in Finance, RiF, we, us and our means Research in Finance Limited of 80 Coleman Street, London, EC2R 5BJ, registered in England with company number 08441324, except where it is clear from the context that references to “we” or “our” means both of us.
Representatives means employees, officers, representatives or advisers.
Restricted Period means, where you have subscribed to a Syndicated Subscription or purchased Bespoke Research, the Term and a period of six months after the Term.
Restricted Persons means any person employed or engaged by us at any time during the Term in relation to the provision of a Syndicated Subscription and/or Bespoke Research who has or had material contact or dealings with you.
RiF IPR has the meaning given to that term in clause 13.1.
RiF Privacy Policy means the policy that we have implemented and may update from time to time on how we Process Personal Data when we act as Data Controller and that is currently set out at: https://researchinfinance.co.uk/privacy-policy-and-cookies/ (as such url is updated by us on our website from time to time).
Service has the meaning given to that term in clause 2.1 and in the context of our Agreement means those Services that we have agreed to provide you under our Agreement, as set out in the Order.
SOW means a written statement of work agreed between us setting out details on the Services to be provided by us, amongst other things.
Special Term means any variations to these Conditions and/or additional and/or specific terms agreed between us in the SOW.
Start Date means the start date indicated in the Order or, if earlier, the date we commence the performance of/provision of access to the Services.
Syndicated Subscription has the meaning given to that term in clause 2.1.1.
Term means where you have: (i) subscribed to a Syndicated Subscription, the Initial Term and each Additional Term; and (ii) purchased Bespoke Research, the term of our Agreement as determined in accordance with clause 3.1.2.
Termination Charges means any compensatory charges payable by you to us on early termination of the Term, as set out in the SOW.
Third Party Information means any data, information of other materials provided by us directly or obtained from third parties that are not our property.
VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.
Withholding Tax means any tax, deduction, levy or similar payment obligation that is required to be deducted or withheld from a payment under Applicable Law.
Your Materials any data, materials, information or other resources controlled, owned by or licensed to you.
27. INTERPRETATION
27.1 In these Conditions, unless the context otherwise requires:
27.1.1 the words ‘include’, ‘including’ or ‘for example’ do not limit something to just the examples that follow;
27.1.2 any reference to a specific law or regulation in these Conditions includes that law or regulation as amended, replaced or extended;
27.1.3 any reference to a ‘party’ or one of us includes that party’s personal representatives, successors and permitted assigns;
27.1.4 any reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; and
27.1.5 any headings in these Conditions are included for convenience. They will not have any effect on the interpretation of our Agreement.
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