Use of this website by the Customer (as defined below), as well as any reports, briefings, profiles and other publications provided via this website, are subject to the following terms and conditions (the “Terms and Conditions”). The Terms and Conditions shall apply for as long as the website and/or publications are used by the Customer. This website, known as Shadow Governance Intel (the “Site”), is owned and operated by the Supplier (as defined below).

The Customer shall ensure that only Customer Users who have been approved by the Customer and made aware of these Terms and Conditions shall be permitted to access the Site and the Customer shall be solely responsible for and shall indemnify the Supplier in full in respect of any and all breach of these Terms and Conditions by its Customer Users.

  1. The Supplier owns the copyright and any database rights in the Data (as defined below) held on the Site. No material may be resold or published elsewhere without the Supplier’s written consent, save as authorised by a licence granted by the Supplier or to the extent required by applicable law. The Customer shall hold the Site’s publications in strictest confidence and shall not copy, disclose, or attempt to derive the composition or underlying information, structure or ideas of the Site’s publications. The Customer agrees that the Site’s publications and the information contained therein are the confidential information of the Supplier.
  1. The Supplier has agreed to provide the Customer with access to the Data for the Term (as defined below) on the terms set out in these Terms and Conditions.
  1. Except as specifically provided in the Agreement or by law (and not effectively excluded hereunder), there are no other warranties or representations, express or implied, made by the Supplier and the Customer’s attention is specifically drawn to clauses 5 (Subscription Fee), 6 (Unauthorised Use and Disclosure), 9 (License), 11 (Warranties),12 (Limitations of Liability) and 13 (Subscription and Termination).
  1. As part of the Agreement, the Supplier has agreed to license to the Customer the use of all copyright and database rights in the Data for the Permitted Use (as defined below), on the terms set out in the Agreement. The Customer should refer to the Customer User Restrictions for further details of the scope of the Permitted Use (all as defined below).
  1. The content of the Agreement is hereby accepted by both the Supplier and the Customer. By the payment of the Subscription Fee, the Customer hereby agrees to be bound by the Agreement.
  1. Subject always to the provisions of clauses 14.2 and 14.3 of these Terms and Conditions, the Supplier shall not be obliged to refund any Subscription Fee paid by the Customer as at the date of termination of the subscription (for whatever reason).
  1. The Supplier grants to the Customer a non-exclusive, non-transferable, revocable, limited licence for the Permitted Use only during the Term, subject to the Customer User Restrictions, to access and view the Data. The Customer shall not:
    1. use or include the Data (wholly or in part) in any of its products or services;
    2. redistribute the Data (wholly or in part) to any third party; or
    3. commercially exploit any of the material accessed through the Site.
  1. By accepting these Terms and Conditions, the Customer acknowledges that it recognises and accepts the fact that:
    1. some of the data is commercially and politically sensitive;
    2. some of the data provided to the Supplier has been provided under the condition of confidentiality and/or cannot be verified by the Supplier; and
    3. some of the data may contain unproven allegations which are not being reproduced by the Supplier as fact but are being reproduced in order to allow a commercial judgement to be taken by the Customer and as such, the Supplier is not making any representations as to the veracity of such allegations.

 

1.    Interpretation

1.1    The definitions and rules of interpretation in this clause apply in these Terms and Conditions and in any other agreement between the parties.

Agreement: these Terms and Conditions, together with the Schedule and the Subscription Form.  

Business Day: a day other than a Saturday, Sunday or public holiday in Scotland when clearing banks in Scotland are open for business.

Commencement Date: The date on which the Customer receives an email from the Supplier confirming their subscription to the Site.

Confidential
Information: all confidential information (however recorded or preserved and including, but not limited to, any part of the Data) disclosed by the Supplier (or any employees, officers, representatives, advisers or sub-contractors) (Representatives) to the Customer and the Customer’s Representatives in connection with this Agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure.

Customer: The individual or entity identified and detailed in the Subscription Form as being the Customer, together with (i) any organisation by which the Customer is employed or engaged; and/or (ii) any Customer User or any third party accessing the Site using the Customer’s subscription or details.

Customer System: any information technology system or systems owned or operated by the Customer from which the Data is accessed and/or viewed in accordance with this Agreement.

Customer User: any Representative of the Customer who uses the Security Features to access the Site and/or the Data.

Customer User Restrictions: the obligations imposed on the Customer in connection with the Permitted Use, as set out in the Schedule.

Data: the database compiled by the Supplier in respect of the Site, together with all supplementary information and materials contained therein, in whatever form, including text, images (still and moving) and sound recordings.

Initial Period: depending on the level of subscription chosen by the Customer, either (i) a period of 12 months commencing on the Commencement Date; or (ii) a period of 1 month commencing on the Commencement Date, said period being detailed in the Subscription Form.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Licence: the licence granted in clause 9.

Membership: for the avoidance of doubt, the terms ‘Subscriber’ and ‘Member’, ‘Subscription’ and ‘Membership’ can be used interchangeably throughout this Agreement and throughout the Site.

Permitted Use: internal business and research use (which shall not include the use of the Data by, or for the benefit of, any person other than the Customer).

Renewal Period: either (i) in the event of the Customer selecting a 12 month Initial Period, any successive 12-month period after the Initial Period for which this Agreement may be renewed in accordance with clause 13.2; or (ii) in the event of the Customer selecting a 1 month Initial Period, any successive 1-month period after the Initial Period for which this Agreement may be renewed in accordance with clause 13.2.

Schedule: the schedule provided at the end of these Terms and Conditions.

Security Feature: any security feature required to enable the Customer to have secure access to the Data, including any authentication key, PIN, username, password, token or smartcard that may be necessary for secure access.

Software: any software indicated or suggested by the Supplier to the Customer as being desirable to enable optimal access to the Data.

Subscription Form: the subscription form for access to the Site and the Data which is completed by the Customer online and which details certain key information relating to the application of these terms and conditions.   

Subscription Fee: the sum detailed in the Subscription Form as being the amount to be paid by the Customer to the Supplier in accordance with the provisions of clause 5 of the Agreement.

Supplier: SG Analysis Limited, a private limited company incorporated and registered in Scotland (Registered Number: 496888), whose registered office is at Chestney House, 149 Market Street, St Andrews, Fife KY16 9PF.

Term: the Initial Period and any applicable Renewal Periods.

1.2    Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3    A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4    The Schedule and Subscription Form form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedule and the Subscription Form.

1.5    A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6    Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7    Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8    A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.9    A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.10    A reference to writing or written includes faxes and e-mail.

1.11    References to clauses and to the schedule are to the clauses of and schedule to this Agreement and references to paragraphs are to paragraphs of the Schedule.

1.12    Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

 

2.    Scope
During the Term the Supplier shall provide access to the Data to the Customer and the Customer shall pay the Subscription Fee and shall access and/or use the Data solely for the Permitted Use.

 

3.    Connection

3.1    The Supplier shall use reasonable efforts to ensure that access to the Data is available on the Commencement Date.

3.2    The Customer shall ensure that it promptly complies with any applicable minimum hardware configuration requirements specified or recommended by the Supplier for the purpose of establishing connectivity between the Customer System and the Data.

3.3    Each party shall bear its own costs of establishing that connectivity.

3.4    Subject to the provisions of clause 14.2 below (force majeure), the Supplier shall use reasonable endeavours to resolve any technical difficulties which limit, restrict or preclude the Customer’s access to the Data within 7 days of the Customer notifying the Supplier of such difficulties, however the Supplier makes no warranties, assurances or promises to the Customer that it will be able to do so.  

 

4.    Data

4.1    During the Term the Supplier shall provide the Customer with access to the Data in accordance with the terms of this Agreement.

4.2    The Supplier may change at any time, with no prior notice to the Customer:

(a)    the content, format or nature of Data (including but not limited to the addition and removal of, or amendments to, any part of the Data); and
(b)    the means of access to the Data.

 

5.    Subscription Fee

5.1    In exchange for the provision by the Supplier of access to the Data in accordance with clause 4.1, the Customer shall pay to the Supplier the Subscription Fee.

5.2    The Subscription Fee shall be due and payable in full to the Supplier, (i) in the case of the Initial Period and Renewal Period being 12 months, annually in advance; or (ii) in the case of the Initial Period and Renewal Period being 1 month, monthly in advance.

5.3    Time shall be of the essence regarding the Customer's obligations to make payment in accordance with this clause 5 and such obligations are material obligations for the purpose of clause 13.4(b).

5.4    The Subscription Fee is exclusive of VAT or any other applicable sales tax, which shall be paid by the Customer, if applicable, at the rate and in the manner for the time being prescribed by law.

5.5    The Supplier may, in respect of any applicable Renewal Period, vary the Subscription Fee, the basis on which it is calculated, and any other provisions of this Agreement, by giving 90 days' prior written notice to the Customer of their intention to do so.

5.6    The Subscription Fee may not be varied more than once in each 12-month period commencing on the Commencement Date or any anniversary of that date.

 

6.    Unauthorised Use and Disclosure

6.1    The Customer shall indemnify and keep fully indemnified the Supplier and the Supplier’s Representatives at all times against any loss suffered or incurred by the Supplier or any of the Supplier’s Representatives (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses (including legal expenses on an indemnity basis)) arising from any unauthorised use of or access to the Data, where such use is attributable to the act or default of, or through, the Customer (including, but not limited to, breach of any Customer User Requirements) or the Customer’s Representatives.  

6.2    By entering into this Agreement, the Customer acknowledges that it recognises and accepts the fact that:-

(i)    some of the Data is commercially and politically sensitive;
(ii)    some of the Data provided to the Supplier has been provided under condition of confidentiality and/or cannot be verified by the Supplier; and
(iii)    some of the Data may contain unproven allegations, which are not being     reproduced by the Supplier as fact but are being reproduced in order to allow a commercial judgement to be taken by the Customer and as such, the Supplier is not     making any representations as to the veracity of any such allegations.  

6.3    On the basis of clause 6.2 above, the Customer shall indemnify and keep fully indemnified the Supplier and the Supplier’s Representatives at all times against any loss, liability, expense or damages suffered or incurred by the Supplier or any of the Supplier’s Representatives (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses (including legal expenses on an indemnity basis)) arising from any disclosure of the Data or any part thereof (whether such disclosure is written, oral or in any other format), or through any repetition of the Data or any part thereof or any repetition of any allegation or statement contained in the Data, where such disclosure or reproduction is attributable to the act or default of the Customer or any of the Customer’s Representatives.  

7.    Confidentiality

7.1    The term Confidential Information does not include any information that:

(a)    is or becomes generally available to the public (other than as a result of its disclosure by the Customer or the Customers’ Representatives in breach of this clause 7);
(b)    was available to the Customer on a non-confidential basis before disclosure by the Supplier;
(c)    was, is, or becomes, available to the Customer on a non-confidential basis from a person who, to the Customer’s knowledge, is not bound by a confidentiality agreement with the Supplier or the Supplier’s Representatives or otherwise prohibited from disclosing the information to the Customer;
(d)    was known to the Customer before the information was disclosed to it by the Supplier or the Supplier’s Representative; or
(e)    the parties to this Agreement agree in writing is not confidential or may be disclosed.

7.2    The Customer shall keep the Supplier’s Confidential Information confidential and shall not:

(a)    use any Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement; or
(b)    disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.

7.3    The Customer (or Customer User, as the case may be) may disclose the Supplier’s Confidential Information to those of its Representatives who need to know that Confidential Information for the Permitted Use, provided that:

(a)    it informs those Representatives of the confidential nature of the Confidential Information before disclosure; and
(b)    at all times, it is responsible for the Representatives' compliance with the confidentiality obligations set out in this clause 7.

7.4    The Customer acknowledges that the Supplier's Confidential Information includes the content of the Data or any software or other materials created or supplied by the Supplier in connection with access to the Data.

7.5    The Customer may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Supplier as much notice of the disclosure as possible.

7.6    The Supplier reserves all rights in its Confidential Information. No rights or obligations in respect of the Supplier’s Confidential Information, other than those expressly stated in this Agreement, are granted to the Customer, or are to be implied from this Agreement.

7.7    Without prejudice to the provisions of clause 13 of this Agreement (termination), in the event that the provisions of this clause 7 are breached by the Customer, the Supplier has the right to terminate this Agreement immediately on written notice to the Customer, in accordance with clause 13.3(b) and the Customer shall indemnify and keep fully indemnified the Supplier and the Supplier’s Representatives at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Supplier or any of the Supplier’s Representatives arising from any breach of this clause 7 by the Customer and from the actions or omissions of any Customer Representative.  

7.8    The provisions of this clause 7 shall continue to apply after termination of this Agreement or expiry of the Term.

 

8.    Security and Passwords

8.1    The Customer shall ensure that the Data is kept secure through proper use of the Security Features and shall use the best available security practices and systems applicable to the use of the Data to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Data.

8.2    Where the Supplier uses Security Features in relation to the Data (wholly or in part), the Security Features must, unless the Supplier notifies the Customer otherwise, be kept confidential, be used solely by the Customer or the Customer User and not lent, shared, transferred or otherwise misused.

8.3    If the Customer becomes aware of any misuse of any Data or any security breach in connection with this Agreement that could compromise the security or integrity of the Data or otherwise adversely affect the Supplier or if the Customer learns or suspects that any Security Feature has been revealed to or obtained by any unauthorised person, the Customer shall, at the Customer's expense, immediately notify the Supplier and fully co-operate with the Supplier to remedy the issue to the satisfaction of the Supplier as soon as reasonably practicable.

8.4    The Customer agrees to co-operate with the Supplier's reasonable security investigations.

8.5    The Supplier may change Security Features on notice to the Customer or the Customer Users for security reasons.

 

9.    Licence

9.1    The Supplier grants to the Customer a non-exclusive, non-transferable, revocable, limited licence for the Permitted Use only during the Term, subject to the Customer User Restrictions, to access and view the Data.  

9.2    Except as expressly provided in this Agreement, the Customer shall not:

(a)    use or include the Data (wholly or in part) in any of its products or services; or
(b)    redistribute the Data (wholly or in part) to any third party.

9.3    The Customer shall observe and abide by the Customer User Restrictions and shall fully indemnify the Supplier from and against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Supplier or any of the Supplier’s Representatives as a result of the breach by the Customer, or any of the Customer’s Representatives, of this clause 9 or any of the Customer User Restrictions.

 

10.    Intellectual Property Rights Ownership

10.1    The Customer acknowledges that:

(a)    all Intellectual Property Rights in the Data and the construction and format of the Data are the property of the Supplier; and
(b)    it shall have no rights in or to the Data other than the right to use them in accordance with the express terms of this Agreement.

 

11.    Warranties

11.1    The Supplier warrants that it has the right to provide the Customer with access to the Data and to grant the Customer access to the Data as specified in this Agreement.

11.2    Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

11.3    Without limiting the effect of clause 11.2, the Supplier does not warrant that:

(a)    the access to and/or supply of the Data will be free from interruption;
(b)    the access to the Data will run on the Customer System;
(c)    the Data is accurate, complete, reliable, secure, useful, fit for purpose or timely; or
(d)    the Data has been verified for use by the Customer or any third party or that the Data will be suitable for or be capable of being used by the Customer or any third party for the Permitted Use.

11.4    The Supplier has made every effort to ensure that the information contained in the Data is accurate and complete in all material respects, however the Customer acknowledges and agrees that any reliance placed on information contained in the Data is at the Customer’s own risk and the Supplier shall not be liable for any loss of the kind specified in clause 12.2 below, that is incurred by the Customer as a result of its reliance on the information contained in the Data.

11.5    In the event that the Customer suspects or becomes aware of any errors contained in the Data, the Customer shall inform the Supplier in writing of this fact and shall provide the Supplier with details of the suspected or actual errors as soon as reasonably practicable, and in any event, no later than 14 days from the date on which the Customer becomes aware of the error.  

 

12.    Limitation of Liability

12.1    Neither party excludes or limits liability to the other party for:

(a)    fraud or fraudulent misrepresentation;
(b)    death or personal injury caused by negligence;
(c)    a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d)    any matter in respect of which it would be unlawful for the parties to exclude liability.

12.2    Subject to clause 12.1, neither the Supplier nor any of the Supplier’s Representatives shall in any circumstances be liable whether in contract, delict (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:

(a)    any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
(b)    any loss or corruption (whether direct or indirect) of data or information belonging to the Customer;
(c)    any loss or corruption (whether direct or indirect) caused to or suffered by the Customer System;
(d)    any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time);
(e)    any loss suffered by the Customer as a result of any errors or omissions in the content of the Data;
(f)    subject always to the provisions of clause 14 (force majeure), any loss suffered by the Customer as a result of any unavailability of or interruption to access to the Data (whether wholly or partly);
(g)    any loss suffered by the Customer as a result of any delay or failure of the Supplier to perform its obligations under this Agreement, where such delay is due to circumstances out with the reasonable control of the Supplier (including, but not limited to, any circumstances falling within the scope of clause 14 (force majeure));
(h)    any indirect or consequential loss arising under or in connection with this Agreement; or
(i)    any loss or liability (whether direct or indirect) under or in relation to any other contract.

12.3    Clause 12.2 shall not prevent claims, which fall within the scope of clause 12.4, for:

(a)    direct financial loss that are not excluded under any of the categories set out in clause 12.2(a) to clause 12.2(e); or
(b)    tangible property or physical damage; or
(c)    any losses claimed under clause 6.2 of this Agreement.

12.4    Subject to clause 12.1, the Supplier's total aggregate liability in contract, delict (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in all circumstances be limited to the greater of:

(a)    the Subscription Fee; or
(b)    the amount of any actual, direct financial loss suffered by the Customer as a direct result of any action of the Supplier in terms of this Agreement, which loss can be fully and properly evidenced by the Customer.  
For the avoidance of doubt, in no circumstances shall the Supplier be liable to the Customer under this clause 12.4 for any loss of the type specified in clause 12.2 above.

12.5    Any dates quoted for the provision of access to the Data are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in the provision of access to the Data that is caused by an event within the scope of clause 14 (force majeure) or the Customer's failure to provide the Supplier with adequate technical instructions or any other instructions that are relevant to the provision of access to the Data, or the Customer's failure to comply with clause 3.2.

 

13.    Subscription Period and Termination

13.1    Unless otherwise extended in accordance with clause 13.2 below, this Agreement shall run for the duration of the Initial Period and, save as expressly provided otherwise in these Terms and Conditions, neither party shall have the right to terminate this Agreement prior to the expiry of the Initial Period.  

13.2    In the event that the Supplier has not received a notice from the Customer to terminate its subscription in accordance with clause 13.3 below, then the Customer’s subscription shall automatically renew on the first day following the day on which the Initial Period (or the current and validly subscribed for Renewal Period, if applicable) expires and the Supplier shall be entitled to seek payment of a further Subscription Fee from the Customer in respect of the Renewal Period. The Supplier shall be entitled to rely on the payment method and details provided by the Customer in respect of the Initial Period (or the current and validly subscribed for Renewal Period, if applicable) to deduct the Subscription Fee relative to any pending Renewal Period.  In the event that payment in respect of any pending Renewal Period is not received by the Supplier by the last day of the Initial Period (or the current and validly subscribed for Renewal Period, if applicable) then the Supplier shall be entitled to suspend the Customer’s access to the Site and the Data indefinitely pending receipt of the relevant Subscription Fee.  

13.3    The Customer may choose to terminate the subscription by (i) in circumstances where the Initial Period (or the current and validly subscribed for Renewal Period) is for a duration of 12 months, giving the Supplier 30 days’ notice in writing of its desire to do so, such notice period to expire on the last day of the Initial Period (or the current and validly subscribed for Renewal Period, if applicable); and (ii) in circumstances where the Initial Period (or any current and validly subscribed for Renewal Period, if applicable) is for a duration of 1 month, giving the Supplier 7 days’ notice in writing of its desire to do so, such notice period to expire on the last day of the Initial Period (or current and validly subscribed for Renewal Period, if applicable) Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Customer if:

(a)    the Customer fails to pay any amount due under this Agreement (including but not limited to any Subscription Fee in respect of any Renewal Period) on the due date for payment and remains in default not less than 14 days after being notified in writing to make that payment;
(b)    the Customer commits a material breach of any term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if that breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing by the Supplier to do so;
(c)    without prejudice to clause 13.3(b) above, the Customer breaches any Customer User Restriction imposed on the Customer by virtue of the Schedule to this Agreement; or
(d)    there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010)

13.4    Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a)    the other party:

(i)    suspends, or threatens to suspend, payment of its debts;
(ii)    is unable to pay its debts as they fall due or admits inability to pay its debts;
(iii)    (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(iv)    (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
(v)    (being a partnership) has any partner to whom any of clause 13.5(a)(i) to clause 13.5(a)(iv) apply;

(b)    the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (in the case of a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(c)    a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d)    an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
(e)    the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(f)    a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(g)    a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced on or sued against, the whole or any part of the other party's assets and that attachment or process is not discharged within 14 days;
(h)    any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.5(a) to clause 13.5(g) (inclusive); or
(i)    the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

13.5    Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect following termination of this Agreement in accordance with this clause 13.

13.6    Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.

13.7    On any termination of this Agreement for any reason, the Customer shall immediately pay any outstanding amounts owed to the Supplier (together with any applicable interest thereon) under this Agreement and shall ensure that there is no further use of or access to the Data from the date of termination.

13.8    On any termination of this Agreement for any reason specified in clause 13.2 or 13.4 above, the Supplier shall not be obliged to refund any Subscription Fee paid by the Customer as at the date of termination.  

 

14.    Force Majeure

14.1    Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, to be determined by the parties acting reasonably. If the period of delay or non-performance continues for a continuous period of 90 days, the party not at fault may terminate the Agreement immediately by giving written notice to the affected party.  

14.2    Without prejudice to clause 14.1 above, in the event that access to the Data is unavailable to the Customer for a continuous period of 14 days due to technical issues or other events, circumstances or causes beyond the reasonable control of the Supplier, then the Customer shall be entitled to suspend the Term temporarily until such time as the problem is resolved and access to the Data is resumed.  For the avoidance of doubt, the duration of any such suspension shall be added to the end of the Term, with the effect that the Initial Period (or any current and validly subscribed for Renewal Period, if applicable) shall be extended by the duration of any suspension.  The Supplier may, at its sole discretion and in certain limited circumstances only, elect to reimburse the Customer on a pro-rated basis for any such period of suspension.  

14.3    If access to the Data is unavailable to the Customer for a continuous period of 90 days, the Agreement shall terminate. The Supplier may, at its sole discretion and in certain limited circumstances only, elect to reimburse the Customer on a pro-rated basis for the period for which access to the Data was unavailable.  

 

15.    Assignation

15.1    This Agreement is personal to the Customer and it shall not assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the Supplier (which is not to be unreasonably withheld or delayed).

15.2    The Customer confirms it is acting on its own behalf and not for the benefit of any other person.

15.3    The Supplier may at any time assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the consent of the Customer.

 

16.    Waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

 

17.    Remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

 

18.    Announcements
No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

 

19.    Notice

19.1    Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:

(a)    delivered by hand or by pre-paid first-class post, Royal Mail “Signed For” service or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b)    sent by fax to its main fax number; or
(c)    sent by email to its main email address.

19.2    Any notice or communication shall be deemed to have been received:

(a)    if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b)    if sent by pre-paid first-class post, Royal Mail “Signed For” service, or other next working day delivery service, at 9.00 am on the second Business Day after posting.
(c)    if sent by fax, at 9.00 am on the next Business Day after transmission; or
(d)    if sent by email, at 9.00am on the next Business Day after transmission.

19.3    This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

 

20.    Variation
Except as expressly provided in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

 

21.    Severance

21.1    If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

21.2    If any provision or part-provision of this Agreement is determined to be invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

22.    No Partnership or Agency

22.1    Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

22.2    Each party confirms it is acting on its own behalf and not for the benefit of any other person.

 

23.    Third-Party Rights

23.1    Except as expressly provided elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement.

23.2    The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.

 

24.    Entire Agreement

24.1    This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.

24.2    Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.

24.3    Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

 

25.    Governing Law and Jurisdiction

25.1    This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland.

25.2    Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

The Customer shall:

  1. Limit access to the Services and Data to the Customer User and shall not permit anyone other than the Customer User to use the username and password required to access the Data;
  2. Not create their own independently searchable database of materials provided as part of the Data;
  3. Not use the Data to create any product or service which competes, directly or indirectly, with the provision of the Services by the Supplier;
  4. Not extract, reutilise, use, exploit, redistribute, redisseminate, copy or store the Data or the Materials for any purpose not expressly permitted by this Agreement;
  5. Not copy, modify, decompile, reverse engineer, disassemble or create derivative works from the Data;
  6. Not do anything which may damage the reputation of the Supplier, the Data or the Services, including by way of using the Data (wholly or in part) in any manner which is racist or that incites religious hatred or violence or other criminal activities;
  7. Not sell, supply, copy, distribute, transmit, circulate, publish or reproduce in any way any part of the Data; or
  8. Not disclose any information concerning any part of the Data or Confidential Information to any third party (whether verbally or in writing).