This website (“Website”) is operated by Trounceflow Limited (“we”, “our, “us”), a company registered in
England
and Wales with its registered office at Devonshire House, One Mayfair Place, London, UK W1J 8AJ. We
are
registered as a data controller with the Information Commissioner’s Office.
Trounceflow are committed to protecting and respecting your privacy. This policy sets out the basis on which
any
personal information we collect about you, or that you provide to us, will be processed by us in connection
with
the Website and our services provided via the Website (in this Privacy Policy, the “Services”).
We are a data controller for purposes of processing that information concerning you and which is personal
data
under the General Data Protection Regulation of the European Union (“Personal
Data”) and which we collect.
We may collect and process the following information about you:
The Website uses cookies to distinguish you from other users of the Website. For detailed information on
the
cookies we use and the purposes for which we use them see our Cookie Policy (a copy
of
which is available on the Website).
We may use the information about you in the following ways:
We will use the information about you that we may receive from third parties (in particular, your employer [or
the
company to whom you provide services]) in order to provide you with access to the Website and to provide you
with
the Services. We may combine this information with other information we process about you and we will use
the
combined information for the purposes set out above (depending on the types of information we receive).
We may share the information we process about you with other group companies and affiliates and third
parties,
such as suppliers, vendors and business partners, to help us process your information for the purposes set
out
in this privacy policy.
We may disclose your personal information to a prospective seller or buyer in the event that we sell or buy
any
business or assets.
We may also disclose your personal information to third parties if we are under a duty to disclose or share
your
personal information in order to comply with any legal obligation, or in order to enforce or apply our
terms and
conditions as well as other agreements, or to protect the rights, property, or safety of Trounceflow,
our
customers, or others.
The information that we process about you will be stored within the European Economic Area (“EEA”). However,
the
information may be processed by staff who work for us or for one of our suppliers, vendors or business
partners
operating outside the EEA in countries whose privacy and data protection laws may not be equivalent to
the laws in
your country of residence. By using the Website and/or the Services or by submitting your personal
information to
us, you agree to this transfer, storing or processing of your personal information to and in such
countries. We
will, where necessary, put in place appropriate safeguards to ensure your information is
protected.
All information we process about you is stored on secure servers. Where we have given you (or where you
have
chosen) a password which enables you to access certain parts of the Website, you are responsible for
keeping
this password confidential. We ask you not to share your password with anyone.
Unfortunately, the transmission of information via the internet is not completely secure. Although we will do
our
best to protect your personal information, we cannot guarantee the security of your information transmitted
to the
Website; any transmission is at your own risk. Once we have received your information, we will use
strict
procedures and security features to try to prevent unauthorised access.
We process Personal Data for the purposes set out in this Privacy Policy, as described above. Our legal basis
to
process personal data includes processing that is: necessary for the performance of the contract between you
and us
(for example, to provide you with services you have request and to identify and authenticate you so you
may use our
website); necessary to comply with legal requirements (for example, to comply with applicable
accounting rules and
to make mandatory disclosures to law enforcement); necessary for our legitimate interests
(for example, to manage
our relationship with you and to improve the website and our services); and based on
consent by our customers (for
example, to communicate with you about our products and services and provide you
with marketing information), which
consent may subsequently be withdrawn (contact [email protected]) at any
time without affecting the lawfulness of
processing based on consent before its withdrawal.
In some instances, you may be required to provide us with Personal Data for processing as described above,
in
order for us to be able to provide you our services, and for you to use all the features of our website.
You are entitled, in accordance with applicable law, to object to or request the restriction of processing of
your
Personal Data, and to request access to, rectification, erasure and portability of your own Personal Data.
You can
exercise your rights at any time by contacting us at [email protected].
If you are aware of changes or inaccuracies in your information, you should inform us of such changes so that
our
records may be updated or corrected. You may lodge a complaint with a supervisory authority if you consider
that
our processing of your Personal Data infringes applicable law.
Any changes we make to our privacy policy in the future will be posted on this page and, where
appropriate,
notified to you by email. Please check back frequently to see any updates or changes to our privacy
policy.
If you have any questions, comments and requests regarding this privacy policy, please contact [email protected].
This Acceptable Usage Policy covers the security and use of all (Trounceflow’s) information and IT equipment. It also includes the use of email, internet, voice and mobile IT
equipment. This policy applies to all (Trounceflow’s) employees, trialists contractors and agents (hereafter referred to as ‘individuals’).
This policy applies to all information, in whatever form, relating to (Trounceflow’s) business activities, products and services worldwide, and to all information handled by (Trounceflow) relating
to other organisations with whom it deals. It also covers all IT and information communications facilities operated by (Trounceflow) or on its behalf.
Access to the (Trounceflow) IT systems is controlled by the use of User IDs, passwords and/or tokens. All User IDs and passwords are to be uniquely assigned to named
individuals and consequently, individuals are accountable for all actions on the (Trounceflow’s) IT systems.
Individuals must not:
• Allow anyone else to use their user ID/token and password on any (Trounceflow) IT system.
• Leave their user accounts logged in at an unattended and unlocked computer.
• Use someone else’s user ID and password to access (Trounceflow’s) IT systems.
• Leave their password unprotected (for example writing it down).
• Perform any unauthorised changes to (Trounceflow’s) IT systems or information.
• Attempt to access data that they are not authorised to use or access.
• Exceed the limits of their authorisation or specific business need to interrogate the system or data.
• Connect any non-(Trounceflow) authorised device to the (Trounceflow) network or IT systems.
• Store (Trounceflow) data on any non-authorised (Trounceflow) equipment.
• Give or transfer (Trounceflow) data or software to any person or organisation outside (Trounceflow) without the authority of (Trounceflow).
Our website (“Website”) uses cookies or similar technologies to distinguish you from other users of the
Website. A
cookie is a small file of letters and numbers containing information that we store on your browser or
the hard
drive of your computer when you visit the Website. Cookies help us to provide you with a good
experience when you
browse the Website and also allow us to improve the Website.
By continuing to browse the Website, you are agreeing to our use of cookies.
We use the following cookies:
Strictly necessary cookies. These are cookies that are required for the operation of the Website.
They
include, for example, cookies that enable you to access secure areas of the Website.
Analytical/performance cookies. These cookies collect information about website usage. They allow us
to
recognise and count the number of visitors and to see how visitors move around the Website when they are
using
it. This helps us to improve the way the Website works.
Functionality cookies. These cookies remember choices you make to improve your
experience on the Website.
Targeting cookies. These cookies record your visit to the Website, the pages you have visited and the
links
you have followed. We will use this information to make the Website and the information displayed on it
more
relevant to your interests. We may also share this information with third parties for this purpose.
Please note that third parties (including, for example, providers of external services like web traffic
analysis
services) may also use cookies on the Website. These cookies are likely to be analytical/performance
cookies or
targeting cookies.
You can block cookies by activating the setting on your browser that allows you to refuse the setting of all
or
some cookies. Alternatively, you may wish to visit www.allaboutcookies.org for comprehensive information on how to do this on a wide
variety
of browsers.
Please note that if you disable cookies, you may not be able to access all or parts of the Website.
Version: 5 June 2018
Trounceflow Limited, a company incorporated in England & Wales with number 10367410 (“Trounceflow”), and
whose
registered address is Devonshire House, One Mayfair Place, London, United Kingdom, W1J 8AJ, provides
access to a
website containing statistical information and related content to Subscribers (“Services”).
Trounceflow provides
Subscribers with the Services subject to the terms of the Agreement (as defined below).
Subscribers accept the
terms of the Agreement by ordering or using the Services.
1.1 In these Conditions:
“Agreement” these Conditions, the Privacy Policy and Cookie Policy;
“Approved User” an employee, advisor,
contractor or consultant of the Subscriber Group;
“Business Day” means a day (other than a Saturday, Sunday or
public holiday) when banks in London are open for
business;
“Charges” means, in respect of the initial Contract
Year, the Charges amount as specified in the Order (and in
respect of any subsequent Contract Year, the amount
specified in the Order subject to any adjustment made by
Trounceflow in accordance with these
Conditions);
“Commencement Date” means first day of the first Contract Year (as may be specified in the
Order);
“Conditions” means these terms and conditions, as updated from time to time;
“Confidential Information”
means all information (in any medium or format, including written, oral, visual or
electronic) which is marked or
described as confidential, or by its nature is confidential, and which relates to
the a party (“Disclosing Party”)
or its employees, officers, customers or suppliers and which is directly or
indirectly disclosed by the Disclosing
Party to the other party (“Recipient Party”) in the course of their
dealing relating to the Agreement, whether
before or after the Commencement Date. However, the following
information is not “Confidential Information”:
(a)
information which is in the public domain other than as a result of a breach of the Agreement;
(b) information
which the Recipient Party received, free of any obligation of confidence in relation to that
information;
and
(c) information which was developed or created independently by or on behalf of the Recipient Party.
“Cookie
Policy” means Trounceflow’s Cookie Policy (if any) as published on the Website and updated from time to
time;
“Content” means the statistical information and related content (as may include reports, insight and
other
commentary) made available by Trounceflow to the Subscriber via the Website (or otherwise) in accordance
with
the Agreement;
“Contract Year” initially means the period of 12 months commencing on the Commencement Date
(the first Contract
Year). Each subsequent Contract Year shall mean a period of 12 months commencing on the
anniversary of the
Commencement Date upon the expiry of the immediately preceding Contract Year;
“Group” means
in respect of any person, that person and any and all group undertakings (as such term is defined
in Section 1161
of the Companies Act 2006 as amended) from time to time of that person;
“Intellectual Property Rights” means (i)
patents, inventions, designs, copyright and related rights, database
rights, trade marks, trade names (whether
registered or unregistered), and rights to apply for registration,
(ii) proprietary rights in domain names, (iii)
knowhow and trade secrets, (iv) applications, extensions and
renewals in relation to any of these rights, and (v)
all other rights of a similar nature or having equivalent
effect anywhere in the world;
“Order” means a request
for access to the Services by a Subscriber in such format as may be specified by
Trounceflow from time to
time;
“Privacy Policy” means Trounceflow’s Privacy Policy as published on the Website and updated from time to
time;
“Subscriber” means the person or firm who purchases the Services; and
“Website” means the website
operated or controlled by Trounceflow to provide the Services.
1.2 In these Conditions:
1.2.1 a “person” includes a natural person, corporate or unincorporated body (whether or not having separate
legal
personality);
1.2.2 a reference to a “party” includes its successors or permitted assigns;
1.2.3 a reference to
a statute or statutory provision is a reference to such statutory provision as amended or
re-enacted. A reference
to a statute or statutory provision includes any subordinate legislation made under that
statutory provision, as
amended or re-enacted;
1.2.4 any phrase introduced by the terms, include, including, in particular, or any similar
expression shall be
construed as illustrative and shall not limited the sense of the words preceding these terms;
and
1.2.5 all dates and time shall be determined by reference to the date and time in London, England.
2.1 The Agreement shall commence on the Commencement Date and continue during the first Contract Year. Upon
the
expiry of each Contract Year, the Agreement shall be automatically renewed for another Contract Year
unless
terminated by either party in accordance with the Agreement.
2.2 Any early access, trial or testing of
the Services by any potential Subscriber shall be subject to the
Agreement, save that Trounceflow may terminate
such early access, trial or testing at any time, without notice
and without liability.
3.1 Trounceflow will permit the Subscriber’s Approved Users to access the Services in accordance with
the
Agreement through the Website. Trounceflow shall have no obligation to provide access the Services to
the
Subscriber’s Approved Users in excess of the number stated in the Order.
3.2 Trounceflow may at any time
change the Services and will use reasonable efforts to notify the Subscriber of
any adverse material changes to the
Services.
3.3 Trounceflow may from time to time agree to provide the Subscriber with additional services to the
Services
(for example, but without limitation, by providing additional statistical information at the request of
the
Subscriber). Save as may be expressly agreed between the parties to the contrary by formal written
agreement,
such additional services shall be provided under the terms of the Agreement (as though Services) and
subject to
such further charges (if any, as the parties may so agree) as shall be payable by the Subscriber
to
Trounceflow.
4.1 The Subscriber shall be entitled to nominate a number of Approved Users, up to the maximum number of
Approved
Users as set out in the Order. Subject to the preceding, the Subscriber may vary the identity and/or
details of the
individuals nominated as Approved Users by written notice to Trounceflow.
4.2 Trounceflow shall promptly update its
records and user authentication systems to reflect the details of any
Approved User (or variation of the details
thereof) validly notified by the Subscriber to Trounceflow.
4.3 An Approved User’s access to the Services may be
subject to such user authentication procedures,
confirmations and limitations to ensure fair and reasonable use, in
each case as Trounceflow may reasonably
require (as may include, the Approved User confirm his/her agreement to
selected terms of the Agreement).
4.4 In nominating an Approved User, the Subscriber shall give written notice to
Trounceflow of such information
(as may include, without limitation, his/her name, his/her e-mail address; and
his/her mobile telephone number
as Trounceflow may reasonably require in connection with the provision of the
Services (including user
authentication and monitoring of access).
4.5 The Subscriber shall procure that each
person nominated as an Approved User complies with the Agreement.
5.1 As between the parties, all Intellectual Property Rights in the Services and Content shall belong
to
Trounceflow and nothing in the Agreement shall have the effect of transferring the ownership of
such
Intellectual Property Rights to the Subscriber.
5.2 The Subscriber may use, copy, summarise, combine with
other content, or create derivative works from, any
discrete items of Content selected by an Authorised User for
the Subscriber Group’s business purposes. Unless
expressly stated otherwise in the Agreement, the Subscriber shall
not copy, reproduce, publicise, resell,
transfer, sublicense, permit access to or otherwise make available, any
Content or Services (or any part
thereof) to any person who is not an Authorised User without the prior written
consent of Trounceflow.
5.3 The Subscriber must provide, at its own cost and expense, such equipment and services
as are necessary to
access and use the Services and Content.
5.4 The composition, format and presentation of the
Content (including any platform, media, application or
program used in connection with the operation of the
Website) may be changed at any time by Trounceflow.
Trounceflow will use reasonable efforts to give notice to the
Subscriber of any significant change which is
expected to adversely impact the accessibility of the Services.
6.1 The Subscriber shall pay the Charges to the Supplier in accordance with this clause 6.
6.2 The Subscriber
shall be responsible for and pay any VAT and other sales or similar taxes imposed on any fees
or charges for the
Services.
6.3 Save for the first Contract Year, Trounceflow shall be entitled to vary the Charges for any
subsequent
Contract Year(s) by giving the Subscriber at least thirty (30) days’ written notice prior to the
commencement of
the relevant subsequent Contract Year(s). In such circumstances the Subscriber may have a right of
termination
under clause 12.3.
6.4 Upon the commencement of a Contract Year the Subscriber shall become liable
to pay the Charges for the whole
of that Contract Year in advance. Save as expressly provided for in clause 13.1.2,
no refund shall be payable in
the event that the Agreement is terminated for any reason prior to the expiry of that
Contact Year.
6.5 The Subscriber shall pay in full all Charges for which it is liable and which have been invoiced
by
Trounceflow within thirty (30) days of such invoice.
6.6 If the Subscriber fails to make payment in
accordance with this clause 6, then Trounceflow shall be entitled
to:
6.6.1 charge interest on the overdue
amount at a rate of four (4)% above the base rate of Barclays Bank plc in
London from time to time in force from
the date on which such amount fell due until payment, whether before or
after judgment; and/or
6.6.2 suspend
access to the Services until payment is made by the Subscriber in accordance with this clause
6.
7.1 The Recipient Party will hold the Disclosing Party’s Confidential Information in confidence, will use
it
solely for the purpose of the Agreement and will not disclose any part of it to any third party except
to
members of the Recipient Party’s Group, consultants and third-party contractors (including
professional
advisors, accountants and legal representatives) who are acting on behalf of the Recipient Party and
are bound
by, or are otherwise protected by legal privilege or confidentiality and non-disclosure
commitments
substantially similar to those contained in the Agreement.
8.1 The parties agree and acknowledge that Trounceflow shall be a data controller for the purposes of
processing
any personal data relating to the Subscriber and any Approved User in order to provide the Services and
as
otherwise provided in the Privacy Policy and the Cookie Policy.
8.2 Before the Subscriber provides any
personal data relating to an Approved User to Trounceflow pursuant to
clause 4.4, and where required by the Data
Protection Law, the Subscriber shall provide appropriate notice to
and obtain the consent of such Approved
User.
8.3 Each party shall comply at all times with their respective obligations under the Data Protection Law
and
shall not perform its obligations under the Agreement in such a way as to cause the other party to breach any
of
its applicable obligations under the Data Protection Law.
8.4 In this clause 8, Data Protection Law means the
General Data Protection Regulation of the European Union as
repealed and amended from time to time, and “personal
data”, and “processing” shall have the meanings given to
them in Data Protection Law.
9.1 To the extent permitted by applicable law, Trounceflow disclaims all other conditions, warranties or
other
terms which might have effect between the parties with respect to the Services, or be implied or
incorporated
into the Agreement, whether by statute, common law or otherwise, including any implied conditions,
warranties,
or other terms relating to satisfactory quality, reasonable skill and care, fitness for any particular
purpose
or ability to achieve a particular result. The Services are delivered “as is” and without warranty of
any
kind.
9.2 Subscriber acknowledges that Trounceflow is an aggregator and provider of information for
general
information purposes. Trounceflow does not provide, and Content shall not be relied upon as though it
were,
financial, tax, accounting, legal or other professional advice.
9.3 Subscriber assumes full responsibility
and risk of, and Trounceflow shall not be liable for any loss which
results from any transactions or decisions made
by the Subscriber on the basis of the Services or Content.
9.4 Content may include, or be derived from, data or
other information published, made available, or placed in
the public domain, by, third parties or otherwise
obtained by Trounceflow from third party sources (“Third Party
Source Data”). Content may be obtained and generated
from Third Party Source Data by automated processes.
Trounceflow does not review or independently verify the
accuracy of any Third Party Source Data. Trounceflow
gives no warranty or other assurance, with respect to the
accuracy of any Content which includes or is derived
from Third Party Source Data (“Derived Content”). Trounceflow
shall have no liability whatsoever with respect to
loss or damage arising out of or in connection with any
inaccuracy, error or omission in, or any unauthorised
use or disclosure of, any Third Party Source Data (including
any consequent inaccuracy, error or omission in any
Derived Content).
9.5 Content may be obtained and generated
by automated processes (as may include, without limitation, ‘spider’
programs which gather information from
websites, and algorithms, calculations and programs which manipulate and
present information so gathered)
(“Automated Processes”). The Subscriber acknowledges that Automated Processes
may be interrupted, disrupted or
otherwise fail to operate in a manner which generates the intended Content (for
example, but without limitation, in
the event of a change in the presentation format of information at the
source from which it is gathered).
Trounceflow will use commercially reasonable efforts to seek to correct or
remove any error of which it is aware in
Trounceflow’s Automated Processes where such Automated Process is not
generating the intended Automated Content (a
“Process Failure”). Trounceflow shall have no liability whatsoever
with respect to loss or damage arising out of or
in connection with any Process Failure.
10.1 Nothing in the Agreement shall operate as to limit or exclude the liability of either party to the other
for
death or personal injury arising out of negligence, for fraud or any other liability which cannot be limited
or
excluded by law.
10.2 Subject to clause 10.1, the total aggregate liability of Trounceflow to the Subscriber,
arising out of or
in connection with the Agreement, including liability for breach of contract, misrepresentation
(whether
tortious or statutory), tort (including negligence), breach of statutory duty, (a “Default”) shall not
exceed
the Charges paid by the Subscriber in the Contract Year(s) in which such Default occurred.
10.3
Trounceflow shall not be liable for any of the following types of loss or damage arising out of or in
connection
with the Agreement, whether such types of loss or damage arise in relation to liability for breach of
contract,
misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory
duty or
otherwise:
10.3.1 any loss or damage incurred by the Subscriber, any member of the Subscriber Group or any
Authorised User,
as a result of third party claims;
10.3.2 any loss of profits, business, contracts, customers,
anticipated savings, goodwill, revenue or similar
financial losses, any wasted expenditure, or any loss damage or
corruption of data (regardless of whether any of
these types of loss or damage are direct, indirect or
consequential); or
10.3.3 any indirect or consequential loss or damage whatsoever, even if Trounceflow was aware of
the possibility
that such loss or damage might be incurred by the Subscriber, any member of the Subscriber Group or
any
Authorised User.
11.1 Subject to clause 10.1, Trounceflow shall have no liability arising out of or in connection with
the
Agreement to any person other than the Subscriber.
11.2 The Subscriber shall indemnify and hold harmless
Trounceflow against any loss, liability, cost or expense
suffered or incurred by Trounceflow arising directly or
indirectly as a result of any claim made against
Trounceflow by any member of the Subscriber’s Group (other than
the Subscriber), any Authorised User, or any
employee, officer, consultant, contractor, customer or supplier of any
member of the Subscriber’s Group in
connection with the Agreement (including, without limitation, any use of the
Services or Content by any member
of the Subscriber’s Group, any Authorised User, or any employee, officer,
consultant, contractor, customer or
supplier of any member of the Subscriber’s Group).
12.1 Trounceflow may at any time suspend access to all or part of the Services at any time, including
where
required to do so by applicable law or regulation or to protect Trounceflow’s systems and security, or
to
conduct scheduled or emergency maintenance. Where practicable, Trounceflow will endeavour to provide
reasonable
prior notice of any material non-availability to the Services resulting from their suspension under this
clause
12.1. Where Trounceflow suspends access to all (or substantially all) of the Services for more than thirty
(30)
days, the Subscriber shall, without limiting its rights and remedies, have the right, exercisable if and for
so
long as access to the Services continue thereafter to be so suspended, to terminate the Agreement by
giving
written notice to Trounceflow.
12.2 Either party may terminate the Agreement at any time without cause by
giving the other party at least
thirty (30) days’ written notice.
12.3 If during a current Contract Year
Trounceflow gives notice of an increase in the Charges payable in respect
of any future Contract Year(s) pursuant
to clause 6.3, then the Subscriber shall be entitled to terminate the
Agreement at the end of the current Contract
Year by written notice to Trounceflow served at any time prior to
the expiry of the current Contract Year (which
notice shall be invalidated if any of the Subscriber’s Authorised
Users accesses the Services after the current
Contract Year).
12.4 Where a variation to the terms of the Agreement made pursuant to clause 15.10.2 is posted on
the Website
(or otherwise notified to the Subscriber) the Subscriber may (save where such variation is immaterial
or does
not impose any new liability or obligation on the Subscriber) at any time during the thirty (30) days
subsequent
thereto (and prior to the Subscriber’s acceptance (including, without limitation, acceptance by any of
the
Subscriber’s Authorised Users accessing the Services) of the Agreement, as so varied) be entitled to
terminate
the Agreement with immediate effect by written notice to Trounceflow.
12.5 Either party may terminate
the Agreement with immediate effect by giving written notice to the other party
if:
12.5.1 the other party
commits a material breach of the Agreement and (if the breach is remediable) fails remedy
that breach within ten
(10) days of that party being notified in writing of that breach; or
12.5.2 the other party is unable to pay its
debts (within the meaning of s 123 of the Insolvency Act 1986), or
becomes insolvent, or is subject to an order or
a resolution for its liquidation, administration, winding-up or
dissolution (otherwise than for the purposes of
solvent amalgamation or reconstruction), or has an
administrative or other receiver, manager, trustee, liquidator,
administrate or similar officer appointed over
all or any substantial part of its assets, or enters into or
proposes to enter into any arrangement with its
creditors generally, or is subject to any analogous event or
proceeding any applicable jurisdiction.
13.1 On termination or expiry of the Agreement:
13.1.1 the Subscriber shall (and shall procure that its Authorised
Users) immediately cease using the
Services;
13.1.2 in the event of:
(a) termination by Trounceflow (other
than termination by Trounceflow for the Subscriber’s breach of the
Agreement or insolvency in accordance with
clause 12.5); or
(b) termination by the Subscriber pursuant to clause 12.1; or
(c) termination by the Subscriber
for Trounceflow’s breach of the Agreement or insolvency in accordance with
clause 12.5; or
(d) termination by
the Subscriber pursuant to clause 12.4, or
(e) termination by the Subscriber pursuant to clause 15.1.3,
the
Subscriber shall be entitled to a pro-rata refund of the Charges it has paid for any remaining unexpired
portion of
the then current Contract Year as of the effective date of termination. Such pro-rata refund shall be
calculated at
a daily rate equal to: (x) the amount of the Charges previously paid for the current Contract
Year, divided by (y)
365 days); and
13.1.3 each party must promptly return or destroy any Confidential Information of the other party in
its
possession, custody or control.
13.2 Each party’s further rights and obligations under the Agreement shall
cease immediately on termination or
expiry of the Agreement, provided that the termination of the Agreement for any
reason shall not affect the:
13.2.1 continued operation of clauses 7, 8, 9, 10, 11, 13, 15.12 (and such provisions
of the Privacy Policy and
Cookie Policy as survive termination of the Agreement) and other provisions which are
necessary for the
interpretation or enforcement of the foregoing provisions of the Agreement; and
13.2.2 accrued
rights and obligations of the parties as at the date of termination or expiry (including, without
limitation, any
liability to pay any Charges (whether or not an invoice has been issued in respect
thereof)).
14.1 Trounceflow has the right (by itself or through its representatives) to audit the Subscriber, on at
least
fifteen (15) days’ written notice and during Subscriber’s normal business hours, to verify
Subscriber’s
compliance with the Agreement. Trounceflow may not conduct such an audit more than once in any twelve
(12) month
period unless Trounceflow has reason to suspect that the Subscriber is non-compliant. The Subscriber
shall
provide Trounceflow and its representatives (if applicable) with reasonable access to the Subscriber’s
records,
information, employees and any other information reasonably necessary for Trounceflow to conduct an audit
under
this clause 14.1.
14.2 If an audit reveals that Subscriber has breached any other material aspect of the
Agreement, the Subscriber
will pay Trounceflow’s costs of undertaking the audit and the parties shall agree a
reasonable adjustment to the
Charges to reflect any usage in excess of the Subscriber’s contractual entitlements.
15.1 Force majeure
15.1.1 For the purposes of the Agreement, “Force Majeure Event” means an event beyond the
reasonable control of
Trounceflow including but not limited to strikes, lock-outs or other industrial disputes
(whether involving
Trounceflow workforce or any other party), failure of a utility service or communications
network, act of God,
war, riot, civil commotion, malicious damage, compliance with any law or governmental order,
rule, regulation or
direction, accident, break down of plant or machinery, fire, flood, store, or default of
suppliers or
subcontractors.
15.1.2 Trounceflow shall not be liable to the Subscriber as a result of any delay
or failure to perform its
obligations under the Agreement as a result of a Force Majeure Event.
15.1.3 If the
Force Majeure Event prevents Trounceflow from providing any of the Services for more than thirty
(30) days, either
party shall, without limiting its rights and remedies, have the right, exercisable if and for
so long as the Force
Majeure Event thereafter continues to prevent Trounceflow from providing the Services, to
terminate the Agreement
by giving written notice to the other party.
15.2 Entire agreement
The Agreement constitutes the entire
agreement between the parties. The Subscriber acknowledges that it has not
relied on any statement, promise or
other representation made or given by or on behalf of Trounceflow which is
not set out in the Agreement, and waives
all rights and remedies which might otherwise be available to it in
relation to any such statement, promise or
representation but for this clause 15.2.
15.3 Authority
15.3.1 The person signing or otherwise concluding the
Agreement on behalf of a party represents that he/she is
authorised by such party to sign it for and on behalf of
such party.
15.3.2 Each party confirms that the Agreement is and shall be valid and binding upon it in accordance
with the
terms of the Agreement.
15.4 Assignment and subcontracting
15.4.1 Either party (a transferring
party) may, by written notice to the other party (the continuing party),
assign and transfer the whole of its
rights and obligations under the Agreement to any person (the new party)
who :
(a) is a member of the
transferring party’s Group; or
(b) assumes conduct of the business of the transferring party (or that part of the
business of the transferring
party to which the performance of the Agreement relates) pursuant to a merger,
reorganisation, or transfer of
business and assets,
provided that the transferring party and new party shall
execute, and deliver, a legally binding, enforceable
and unconditional deed of undertaking, in favour of the
continuing party, pursuant to which the new party
undertakes to comply with and be bound by the terms of the
Agreement, and to assume the rights and obligations
of the transferring party in substitution of the transferring
party (and Agreement shall thereafter be effective
as between the continuing party and the new party to the
exclusion of the transferring party). Such transfer
shall not relieve the transferring party of any antecedent
obligation or liability arising with respect to the
period prior to the date of transfer.
15.4.2 Save as
provided in clause 15.4.1, neither party may assign or otherwise transfer any of its rights or
obligations under
the Agreement without the prior written consent of the other party.
15.5 Notices
15.5.1 All notices or other
communications required to be given by a party under or in connection with the
Agreement may be given in writing or
sent by email. Notices to the Subscriber may be given to the Subscriber
contact whose details are set out in the
Order (or such other contact whose details may be provided by the
Subscriber for the purposes of communications in
connection with the Agreement). Notices to Trounceflow may be
sent to its registered office or by email to
[email protected]
15.5.2 Notices of breach of the Agreement shall be in writing and sent by registered mail,
courier or delivered
in person at the address set out on the latest Order form between the parties (or such other
contact whose
details as may be provided by one party to the other for the purposes of communications in connection
with the
Agreement).
15.5.3 Trounceflow may give technical or operational notices or other notices on the
Website or otherwise within
the Services themselves.
15.6 Waiver
The failure to exercise, or delay in
exercising, a right power or remedy provided by the Agreement or by law
shall not constitute a waiver of that
right, power or remedy. If a party waives a breach of any provision of the
Agreement, this shall not operate as a
waiver of a subsequent breach of any other provision.
15.7 Severability
If any provision, or part of a
provision, of the Agreement is found by any court or authority of competent
jurisdiction to be illegal, invalid or
unenforceable, that provision shall be deemed not to form part of the
Agreement, and the legality, validity or
enforceability of the remainder of the provisions of the Agreement
shall not be affected, unless required by
operation of applicable law.
15.8 No partnership
Nothing in the Agreement is intended to, or shall be deemed to,
constitute a partnership or joint venture of any
kind between any of the parties, nor shall constitute any party
the agent of the other party. No party shall
have the authority to act as agent for, or to bind, the other party in
any way.
15.9 Third party rights
A person who is not a party to the Agreement may not enforce any of its
provisions under the Contracts (Rights
of Third Parties) Act 1999.
15.10 Variation
15.10.1 Trounceflow may
modify or discontinue any aspect of the Service from time to time, but shall not thereby
change the fundamental
character of the Services (being the provision of statistical information concerning
emerging market bonds).
Trounceflow will use reasonable efforts to notify the Subscriber of any significant
adverse change.
15.10.2
Trounceflow shall be entitled to vary the terms of the Agreement (in whole or in part) by posting the
terms of the
Agreement, as so varied, on the Website (or otherwise providing notice thereof to the Subscriber).
Trounceflow will
use reasonable efforts to notify the Subscriber of any such variation. Access of the Services
by any of the
Subscriber’s Authorised Users at any time after the terms of the Agreement, as so varied, have
been posted on the
Website (or otherwise providing notice thereof to the Subscriber) shall constitute the
Subscriber’s acceptance of
the terms of the Agreement, as so varied, which shall thereafter be effective in
substitution of the prior unvaried
Agreement terms. The Subscriber may have the right to terminate the Agreement
in accordance with clause
12.4
15.10.3 Except as stated otherwise in the Agreement, no variation of the Agreement shall be effective
unless
made in writing and signed by or on behalf of the authorised representatives of the parties.
15.11
Costs
Each party shall bear its own costs and expenses in connection with the preparation, negotiation and
execution
of the Agreement.
15.12 Governing law and jurisdiction
The Agreement, and any dispute or claim arising out of or in connection with the Agreement (including
any
non-contractual disputes or claims) shall be governed by English law. The courts of England and Wales shall
have
exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.
