1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Contract : the email or letter issued by the Supplier which sets out the log-in details of the Customer.
Confidential Information : information that is proprietary or confidential and is either clearly labelled as such or identified as confidential information, or information which, by its nature, would be treated as proprietary or confidential by a reasonable person. The content, data and details of the Services, and the results of any performance tests of the Services, shall in any event be deemed the Supplier's Confidential Information.
Customer Data : the data inputted by the Customer or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Documentation : all documentation provided under this Agreement by the Supplier to the Customer, if any.
Intellectual Property Rights : means any current and future intellectual property rights, including copyrights, design rights, trademarks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how including commercial know-how, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, rights in databases, all intangible rights and privileges of a nature similar, analogous or allied to any of the above, in every case in any part of the world and whether or not registered or applied for.
Third-party Provider : a third-party supplier of data, information, software, services or other items that are part of or otherwise used in connection with the Services.
Trial Period : the period during which the Customer is permitted by the Supplier to access the Services.
1.2 Clause headings are for convenience and reference only and shall not affect the interpretation of any provision of this Agreement.
1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to all genders.
1.5 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
2.1 The Supplier reserves the right to alter or modify the Services and any portions or configurations thereof from time to time.
2.2 The Supplier grants the Customer a non-exclusive and non-transferable licence to use the service, data and content within the Services during the Trial Period solely for the purpose of evaluating the Services. The Customer shall not use any of such data or content for any other purposes including, without limitation, for purposes of conducting or operating the Customer's or any third party's business.
3. Customer data
3.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
3.2 To the extent that the Customer Data equals or contains personal data for the purposes of the General Data Protection Regulation (" GDPR"), the Supplier shall be the data controller in respect of this personal data, and shall maintain appropriate technical and procedural safeguards to keep the data secure. The Customer can contact the Supplier in respect of its data using the following contact details: firstname.lastname@example.org.
3.3 The Supplier processes personal data solely for the purpose of delivering the Services to the Customer. In particular, the Supplier will process the Customer's contact details in order to provide the Customer with login details necessary to use the Services, or to respond to Customer queries.
3.4 The Supplier will only share personal data with group entities located outside the European Economic Area if appropriate safeguards with regard to the protection of the data are in place. Such safeguards may include the use of Standard Model Clauses as set out by the European Commission, or the institution of binding corporate rules ensuring adequate protection.
3.5 All personal data will be retained for as long as necessary to deliver the Service. If the Trial Period ends, or is otherwise terminated, without the Customer choosing to purchase the Service, all personal data will be removed securely within 4 (four) weeks of the end or termination of the Trial Period.
3.6 Any person whose personal data is processed under this Agreement has the right to inspect and rectify his personal data, to have the data erased, to obtain a copy of his data in a universally accepted format, to object against the processing of his data or to request that processing be minimised. In addition, the Customer has the right to lodge a complaint with its national data protection authority if it has concerns about the processing of its data. If the Customer is based in the Netherlands, the relevant data protection authority is the Autoriteit Persoonsgegevens. The Customer takes responsibility for informing all data subjects, whose data may be processed as part of this Agreement, of their rights in accordance with article 13 GDPR and any other relevant privacy legislation.
4. Third-party Providers
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Any contract entered into and any transaction completed via any Third-party Provider website is between the Customer and the relevant third party, and not the Supplier.
5. Services to be provided on an as-is basis
To the fullest extent permitted by law, except as expressly provided otherwise in this Agreement, the Supplier expressly disclaims all conditions and warranties, express or implied, statutory or otherwise, including any implied warranties of satisfactory quality, merchantability or fitness for a particular purpose with respect to the Services provided or any part of them. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS-IS" BASIS AND THE CUSTOMER SHALL USE THE SERVICES AT THE CUSTOMER'S OWN RISK.
6. Customer's obligations
6.1 The Customer shall:
(a) provide the Supplier with:
(i) all necessary cooperation in relation to this Agreement;
(ii) all necessary access to such information as may be required by the Supplier in order to provide the Services, including, without limitation, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to its activities under this Agreement; and
(c) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
6.2 The Supplier and the Customer will independently determine the purpose and means for the processing of any personal data, and thus neither shall act as a data processor for the other, in relation to the performance of this Agreement and all obligations related therein. It is the sole responsibility of the Customer to assess and ensure that (the use of) the Services are in accordance with its obligations under applicable laws, including the applicable data protection legislation. The Supplier is not responsible for determining the requirements of data protection legislation applicable to the Customer or the Customer's business or that (the use of) the Services meets the requirements of the applicable data protection legislation and the Supplier gives no warranties and makes no representations in this respect.
The Services which are provided on a trial basis are provided without charge.
8. Intellectual Property
8.1 The Supplier and/or its Third-party Providers own all Intellectual Property Rights in the Services (and all the Services data and content) and the Documentation.
8.2 The Customer agrees that any Third-party Provider of any portion of the Services may enforce its rights against the Customer as an intended third-party beneficiary of this Agreement, even though such Third-party Provider is not a party to this Agreement.
9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. 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 receiving party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2 Each party shall hold the other party's Confidential Information in confidence and, unless required by law, not make the other party's Confidential Information available to any third party, or use the other party's Confidential Information for any purpose other than the implementation of this Agreement.
9.3 This clause 9 shall survive any termination of this Agreement.
10.1 The Services and any components thereof have been carefully compiled by the Supplier and have been obtained from, and based upon, a variety of publicly available sources (such as financial reporting services and company reports) and Third-party Providers believed reliable.
10.2 The Services and all components thereof are provided on an "as is" and "as available" basis and the Customer's use of the Services is at the Customer's own risk. The Supplier nor its affiliates nor its Third-party Providers are liable for the information, data, software, products and documentation included in the Services or any decision or consequence based on the use of it. The information, data, software, products and documentation included in the Services are not intended to be an advice on any particular matter, including investment or financial advice of any kind.
10.3 No representation is made or warranty is given (either express or implied) as to the completeness, accuracy, reliability, the continuous supply, merchantability, fitness for any purpose or use, freedom from bugs, software errors or defects, uninterrupted functioning, or operating with any software or hardware configuration as to the Services, including the information, data, software, products or documentation contained therein, any component thereof or any communications (oral or written) with respect thereto, or the results obtained by their use or as to the performance thereof.
10.4 To the fullest extent permitted by law, the Customer shall be liable to and indemnify, hold harmless and defend the Supplier, its affiliates and its Third-party Providers from and against any and all costs, claims, damages or liabilities (including reasonable attorneys' fees) arising out of use of the Services by the Customer.
11. Limitation of liability
11.1 To the extent permitted by law, neither party shall be liable (including any liability for the acts and omissions of each party's employees, agents or sub-contractors) in tort (including negligence), indemnity, equity, contract or otherwise, under or in connection with this Agreement for:
(a) loss or corruption of data;
(b) loss of production;
(c) loss of profit;
(d) loss of operation time;
(e) loss of goodwill;
(f) loss of business;
(g) loss of business opportunities;
(h) loss of revenues;
(i) loss of anticipated savings; and/or
(j) any special, indirect or consequential loss, damage, cost or expense of any kind whatever and however caused, arising out of, or in connection with or under this Agreement.
11.2 Both parties acknowledge and agree that the exclusions of liability and disclaimers set out in this Agreement are reasonable in the light of all the circumstances existing as at the Effective Date and have been agreed taking into account the commercial value of this Agreement to each party and the commercial standing of each party.
11.3 This clause 11 shall survive any termination of this Agreement.
12. Term and termination
12.1 This Agreement shall commence on the Effective Date and shall continue until the end of the Trial Period.
12.2 The Supplier may, at any time and for any reason, without notice to the Customer and with no liability, terminate this Agreement, the Trial Period and/or the Services.
12.3 On termination of this Agreement, the Trial Period and/or the Services for any reason:
(a) the Customer shall cease using the Services; and
(b) the Customer shall permanently destroy any physical copies of the data and/or content which have been downloaded from the services and the Customer shall permanently erase any copies of such data and/or content which have been stored in any systems.
12.4 Any termination of this Agreement is without prejudice to any other rights or remedies a party may be entitled to under this Agreement or provided by law. It does not affect any accrued rights or liabilities of a party nor any provision which is expressly or by implication intended to come into force on, or to continue in force after, termination.
13. Force majeure
The Supplier shall not be liable for any delays or failure to meet its obligations under this Agreement due to any cause outside its reasonable control.
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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16. Rights and remedies
Except as expressly provided otherwise 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.
17.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or replaced with a provision that would be valid, enforceable or legal, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
18. Entire Agreement
18.1 This Agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
18.2 Each party acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
The Customer shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
20. No partnership or agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, without limitation, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Any notice, request, demand or other communication required or permitted under this Agreement must be made in writing and in English. It must be addressed to the other party at the address set out in the Contract or to such other address as such party may from time to time advise in accordance with this clause 21. It may be sent by prepaid registered or recorded mail or by prepaid international courier service of international reputation, and will be deemed to have been received:
(a) by mail (local) — 3 days after the date of mailing; or
(b) by international courier — 5 days after the date of mailing.
Each party undertakes and warrants to the other party that it shall not do anything which is in violation of all/any applicable anti-bribery laws.
23. Governing law
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 the Netherlands.
Each party irrevocably agrees that the courts of Amsterdam, the Netherlands, 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), without prejudice to the right of appeal, including an appeal to the Supreme Court.