Terms & Conditions

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Radius (Subscribers) terms and conditions (October 2020)

General

1.1 These terms and conditions apply to the use by an individual, institutional or corporate subscriber (“Subscriber”) of the data, software tools, information and editorial content (“Licensed Materials”) from time to time contained in the EG products and services (“Radius Services”) specified in an order form agreed by EG and the Subscriber (“Order Form”). These terms and conditions and the terms and conditions in the Order Form shall collectively be referred to as “Conditions”.

1.2 Provision of Radius Services is conditional on payment by the Subscriber of all amounts set out in the Order Form.

1.3. EG is a trading name of LNRS Data Services Ltd.

License Terms and Use Restrictions

2.1 Subscribers will be given access to Radius Services on a Per User Licence, Site or Multisite Licence or an Enterprise License, (each a “Licence”) as stated on the Order Form and more specifically described in these Conditions. All licenses are personal to the Subscriber named on the Order Form and may not be assigned or transferred.

2.2 Subscribers and Authorised Users may only use the Radius Service and Licensed Materials and create and use Derived Materials in the normal course of the Subscriber’s business. During the subscription Term the Subscriber and each Authorised User may only use the Radius Service and the Licensed Materials in connection with and for the ultimate purpose of providing its customers, or prospective customers, with their services as a real estate advisor, and for this purpose the Subscriber and each Authorised User may use the EG Materials: (i) for internal reference, presentations, communications, reports and analysis; (ii)for external presentations, communications, reports and analysis, the results of which are made available to customers and prospective customers of the Subscriber; (iii)to create Derived Materials that may be used internally for Subscriber business; and (iv) to create Derived Materials that may be used externally with customers or prospective customers of the Subscriber. Provided that in each case above such usage is not contrary to the usage restrictions set out in paragraph below.

Subscribers and Authorised Users may not (i) systematically redistribute the Licensed Materials and/or Derived Materials to Subscribers, prospects or Unauthorised persons; (ii) re-sell or redistribute the Radius Services, any part of the Licensed Materials or any Derived Materials to any third parties who are not customers or genuine potential customers of the Subscribers; (iii) download or otherwise copy substantial portions of the Licensed Materials; or (iv) use Radius Services in excess of Normal Usage or (v) re-sell any part of the Licensed Materials or any Derived Materials to any third party as a stand-alone; or (vi) use the Derived Materials or any part thereof in any way that could reasonably be considered untruthful, misleading, or disparaging of EG or the Radius Service. (vii) use the Radius Service in any other way than as expressly permitted in clause 2.2; or (viii) make the Radius Service or Licensed Material or any of its contents available to any person other than as expressly permitted in clause 2.2.

2.3 Except where specifically provided otherwise, these Conditions apply to all Licenses. The types of Licenses are:

Per User License: this licence permits a single individual to access the Radius Services and to use the Licensed Materials in the course of the Subscriber’s normal business. The Subscriber shall: (i) obtain the prior written consent of EG prior to any additional individual(s) being granted access to the Radius Services; and (ii) promptly notify EG of any changes to the individuals identified in the Order Form.

Site or Multisite License: this licence permits all the Subscriber’s employees and/or other workers normally located at the physical site(s) specified on the Order Form to access the Radius Services and to use the Licensed Materials in the course of the Subscriber’s normal business.

Enterprise License: this license permits all the employees and/or other workers of the Subscriber Group to access the Radius Services and to use the Licensed Materials in the course of the Subscriber Group’s normal business. The addition of Affiliates to the Subscriber Group is subject to the prior written consent of RBI. References in these Conditions to Subscriber includes the Subscriber Group provided that the Subscriber will be liable for acts and omissions of Affiliates as though such acts and/or omissions were the Subscriber’s own.

2.4 Usernames are unique to the named individual Authorised User and must not be shared or transferred. EG may alter usernames and/or passwords from time to time in accordance with its standard security procedures and shall inform the Subscriber accordingly. The Subscriber will not, and will procure that each Authorised User will not, disclose to or share any login details( username and passwords) to the Service with any Unauthorised Person. If EGsuspects that a password is being used by an Unauthorised Person or if EG detects use of the Product or Service or Licensed Materials in excess of Normal Usage it may immediately cancel the access or relevant Authorised User.

2.5 Subscriber shall notify EG promptly if it becomes aware or suspects that any Unauthorised Person has obtained a password. EGwill alter the password and inform the Subscriber accordingly.

Defined Conditions

In these terms:

Authorised User(s)” means with respect to the (i) Per User Licence – the named individual(s) identified in the Order Form; (ii) Site Licence – all the Subscriber’s employees and/or other workers normally located at the physical site(s) specified on the Order Form; (iii) Enterprise License – all employees and other workers in the Subscriber Group; “Data Protection Laws” means all data protection laws and regulations, including those of the United Kingdom (“UK”), Switzerland, European Economic Area (“EEA”) and the European Union (“Union”), applicable to the processing of personal data under these Conditions, including the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”) from May 25, 2018. The terms “controller”, “data subject”, “personal data”, “personal data breach”, “processing”, and “processor” will have the meanings ascribed to them in the Data Protection Laws, and where the relevant Data Protection Laws use the term ‘data controller’ or ‘data processor’, they shall be read as controller and processor, respectively.

Derived Materials” means materials created by or on behalf of the Subscriber incorporating the Licensed Materials in combination with other information and/or data;

Normal Usage” means the average usage of the Radius Services by all subscribers over the same period as observed by EG subject to a tolerance level of 20% ;

Unauthorised” in relation to a person means any person other than a Subscriber or any other person within or outside a Subscriber Group who is neither a Subscriber nor an Authorised User but excludes administrative and support staff who provide technical and other support services to a Subscriber or Authorised Users but do not otherwise use the Licensed Materials.

Intellectual Property Rights

4.1. Usernames and Passwords are not to be shared with Unauthorised persons. If EG suspects that a password is being used by an Unauthorised person or if EG detects use of the Radius Service and Licensed Materials in excess of Normal Usage it may cancel the access for the relevant Authorised User.

4.2 All intellectual property rights, including but not limited to copyright and database rights, in the Radius Services and the Licensed Materials are and shall remain the property of LNRS Data Services Ltd, its Affiliates or third party licensors.

4.3 Subscribers and Authorised Users acquire no proprietary rights in the Radius Services or the Licensed Materials and except as expressly permitted by these Conditions may not use the Radius Services or the Licensed Materials in any way that infringes the intellectual property rights in them.

4.4 Subscribers and Authorised Users may not obscure or remove any copyright, disclaimer or other notices that appear on Licensed Materials extracted from the Radius Services.

4.5 The Subscriber shall ensure that the Licensed Materials, Derived Materials and extracts thereof will not be used in any way that could reasonably be considered untruthful, misleading, or disparaging of EG or its products or services.

4.6 Subscribers and Authorised Users may not, make the Radius Services, any part of the Licensed Materials or any Derived Materials available to Unauthorised persons other than on an ad-hoc non-systematic basis in the normal course of the Subscriber’s business as per permitted usage detailed in clause 2.2.

4.7 Subscribers and Authorised Users may not, without EG’s prior written consent, use any automated algorithm, device, method, system or software to: (i) access, use, search, copy, monitor, mine, extract or scrape data or other content from the Radius Services; or (ii) disable or incapacitate any part of the Radius Services or any usage tracking application or programme used by EG.

4.8 EG will indemnify, defend and hold the Subscriber harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable legal costs) payable to a third party resulting from any claim that the Licensed Materials infringes any intellectual property right of such third party (a “Claim”); provided, however that EG shall have no obligation under this clause 4.9 to the extent such Claim is caused by: (i) Subscriber’s or a third party’s modification or misuse of Licensed Materials; (ii) infringing items of Subscriber’s or third party’s origin, design or selection; or (iii) the operation, combination or use of the Licensed Materials, without EG’s prior written consent, with products or services provided by Subscriber or third parties.

4.9. EG’s indemnification obligations hereunder shall be subject to: (i) EG receiving prompt written notice of the existence of any Claim; (ii) EG being able to, at its option and expense, control the defence and or settlement of such Claim; and (iii) EG receiving full cooperation from Subscriber. In the event Subscriber notifies EG of any Claim, EG shall have the option to do one or more of the following: (i) procure a licence sufficient to continue offering the Licensed Materials to the Subscriber; or (ii) remove the relevant Licensed Materials from the Radius Services.

RELX and the RE symbol are trade marks of RELX Group plc, used under license.

Verification and Audit

5.1 The Subscriber shall, within seven days of a written request from EG provide; (i) a list of all individuals who have access to the Radius Service and Licensed Materials; or (ii) a certificate signed by an officer of the Subscriber confirming that the Subscriber has complied in all material respects with these Conditions and specifically that the Radius Service and Licensed Materials have not been distributed or transmitted, in any form, to any Unauthorised person.

5.2EG or any other person authorised by EG shall have the right, after giving written notice of ten calendar days, to enter the Subscriber’s premises during normal business hours and inspect the Subscriber’s records relating to the use Radius Service and distribution of the Licensed Materials. EG shall treat as confidential all information relating to the Subscriber’s business that it acquires in the course of such an inspection. EG shall not exercise this right of inspection more than once in each calendar year.

5.3 If an audit performed by EG under this clause 5 reveals that the Subscriber is in breach of these Conditions the Subscriber will reimburse EG ; (i) the reasonable cost incurred by EG  in performing the audit; (ii) all fees payable in relation to any Unauthorised person or any other unauthorised use revealed by the audit as having access to the Radius Services or the Licensed Materials; and (iii) interest on the above amounts from the date they become payable until the date of payment at the highest rate permitted by applicable law.

5.4 The rights of EG under this clause shall continue for the term of the subscription and for 12 months thereafter.

Availability of Radius Services

6.1. EG shall use all reasonable endeavours in accordance with good industry practice to ensure that Radius Services are available to Subscribers and Authorised Users excluding downtime for regular or emergency maintenance which shall be kept to a minimum.

6.2. Time is not of the essence in respect to the delivery of any particular EG Service or Licensed Materials and EG’s sole obligation is to effect such delivery as soon as is practically possible.

Warranties; Limitations on Liability

7.1 The Radius Services and Licensed Materials are provided by EG on an ‘as is’ basis and EG excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose, merchantability, accuracy, correctness, timeliness, and completeness of Radius Services and Licensed Material. EG is not responsible for errors and omissions in the Licensed Materials of any kind, regardless of the cause, or for results obtained from using Radius Services or Licensed Material.

7.2 The total aggregate liability of EG, its affiliates and their licensors to the Subscriber for any direct loss for any breach of this Agreement and/or any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement or use of any Radius Service or Licensed Material by the Subscriber or its Authorised Users is limited to an amount equal to the aggregate amount paid by the Subscriber to EG for the use of the Radius Service during the period of 12 months prior to the date the loss was incurred.

7.3 Neither EG, its affiliates or their licensors will be liable to the Subscriber whether in contract, tort, misrepresentation or otherwise (including in negligence), howsoever arising, for any:

(i) special, incidental, indirect and consequential loss or damage of any kind, even if it has been advised on the possibility of such loss or damage; (ii) loss of revenue;(iii) loss of profits; (iv) loss of business opportunity; and (v) loss of reputation, arising out of the Subscriber’s use of the Radius Service or Licensed Material or otherwise arising out of the Order Form whether or not the possibility of such loss or damage was notified to EG or was within their contemplation.

7.4 Nothing in these terms and conditions is intended to limit the liability of any person for death or personal injury caused by the negligence of that person, its employees or agents or for fraud, except to the extent permitted by applicable law.

7.5 While the employees and agents of EG may be authorised to assist the Subscriber by means of help-desk and support facilities, any assistance given by such employee, servant or agent shall be solely at the Subscriber’s risk and neither EG nor its affiliates will be liable for any loss or damage suffered by the Subscriber arising there from.

7.6 The Subscriber shall indemnify EG and its affiliates against any liabilities, losses, damages, costs or expenses whatsoever caused incurred by EG directly or indirectly as a result of any claim or course of action made or instituted against EG by any third party arising from the unauthorised use of the Radius Service or Licensed Materials by the Subscriber or its Authorised Users.

7.7 EG’s only obligation to the Subscriber in respect of interruptions to the Radius Service caused by circumstances outside EG’s control shall be to use all reasonable efforts to have the Service reinstated as soon as practicable.

7.8 EG shall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.

7.9 It is the Subscriber’s responsibility to ensure that it has the equipment necessary to access the Radius Services and receive the Licensed Materials.

Suspension and Termination

8.1 Without prejudice to any other right or remedy which may be available to it, EG may suspend or terminate subscriber ’s access to any Radius Service immediately with or without compensation if: (i) the Subscriber is in breach of these Conditions; (ii) the Subscriber fails to make any payment to EG within 14 (fourteen) calendar days of the due date and fails to remedy such breach within 14 (fourteen) calendar days after written notice from EG specifying the breach and requiring it to be remedied; (iii) the Subscriber at any time becomes insolvent or bankrupt (or the equivalent in any jurisdiction) or enters into any arrangements with or for the benefit of its creditors or be wound up compulsorily or voluntarily (otherwise than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver appointed of all or any part of its undertaking or assets ceases or threatens to cease to carry on business; (iv) Subscriber or any entity controlling subscriber acquires, is acquired by and/or merges with another legal entity; or (v) Subscriber or any Licensed Users is sanctioned by any trade sanctions regimes including but not limited to any of the United Kingdom, the European Union, the United Nations or the United States of America.

8.2 EG shall additionally be entitled to suspend access of the Radius Service to the Subscriber if it reasonably suspects that the Subscriber or any Authorised User is in breach of these Conditions, and may impose a reasonable charge to the subscriber for restoring the Radius Service.

8.3 EG shall be entitled to update, enhance, withdraw or otherwise change the Radius Services from time to time.

8.4 On expiry of a subscription without renewal, or on termination or cancellation of a subscription for any reason during the subscription term, the Subscriber shall cease all use of the Radius Service and Licensed Materials immediately and delete all such Licensed Materials from its systems, applications or other storage. The Subscriber shall provide certification to EG of any such destruction upon EG’s request. The undertaking to delete Licensed Materials does not apply to Licensed Materials which the Subscriber must retain under any applicable law, rule or regulation, including the rules of a professional body but such Licensed Materials will remain subject to Conditions.

8.5 In no event will the termination or expiry relieve Subscriber of its obligation to pay any fees payable to EG for the period prior to the effective date of termination.

8.6. Expiry or termination of these Conditions shall be without prejudice to the accrued rights and obligations of the parties and, in particular, clause 3, 4, 5,7, 8,9,10 and 12 shall survive termination for whatever reason.

Data Protection

9.1 Each of the parties shall comply with its respective obligations under applicable Data Protection Laws.

9.2 Subscriber recognises that, in the process of accessing and using the Radius Services and Licensed Materials, it and the Authorised Users will supply personal data. Subscriber represents and warrants that it and the Authorised Users have complied with all applicable obligations under the Data Protection Laws in supplying personal data to EG , including providing any required notices and obtaining any required consents and authorisations for EG’s processing such personal data and that it is responsible for its decisions and actions concerning the use and other processing of the personal data.

9.3 To the extent that EG act as a processor of personal data on Subscriber’s behalf, EG will process such personal data in accordance with the Data Protection Laws and, as of May 25, 2018, the GDPR – Data Processing Addendum (“DPA”) attached as Schedule 1 to these Conditions.

9.4 Subscriber acknowledges and agrees that the services EG provides to provide the Radius Services include (i) compiling statistical and other information related to the performance, operation and use of the Radius Services and Licensed Materials, and (ii) use data in aggregated and/or anonymized form for security and operations management or for research and development purposes, provided that such information and data will not identify or serve to identify Subscriber or any data subject.

9.5 Subscriber agrees that while Radius Services provide analysis and insight, Subscriber alone will be responsible for any decisions it may take using insights from Radius Services as one of several factors, and that therefore Subscriber will be responsible for compliance with any requirements under Articles 21 (Right to Object) or 22(Automated Individual Decision Making and Profiling) GDPR in so far as they might arise as well as for responding to any requests from any data subject (subject to Clause 4 of the DPA).

Confidentiality

10.1 Each Party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) shall: (i) use the Disclosing Party’s Confidential Information solely for the purposes of fulfilling its obligations under these Conditions (ii) keep the Disclosing Party’s Confidential Information secure and take no lesser security measures and degree of care to protect the Disclosing Party’s Confidential Information than the Receiving Party applies to its own confidential or proprietary information (but not less than reasonable care); and (iii) not disclose the Disclosing Party’s Confidential Information to any third party except with the prior written consent of the Disclosing Party or in accordance with this Clause.

10.2 The obligations of confidentiality shall not apply where the Receiving Party can demonstrate that the Confidential Information: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) is or was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is or was received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

10.3 Upon the expiry or termination of these Conditions, each party will promptly return or destroy the relevant Confidential Information of the other and any copies, extracts and derivatives thereof, except as otherwise set out in these Conditions.

10.4 The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

10.5 Each party acknowledges that its breach of this Clause may cause irreparable injury to the other party for which monetary damages may not be an adequate remedy. Accordingly, a party will be entitled to seek any legal or equitable remedies in the event of such a breach by the other. The operation of this clause shall survive the termination or expiration of these Conditions.

Notice

11.1 To Subscriber. EG may provide any notice to Subscriber under these Conditions by: (i) posting a notice EG ’s website; or (ii) sending a message to the email address then associated with Subscriber’s account. Notices EG provides by posting on its website will be effective upon posting and notices by email will be effective when EG sends the email. It is Subscriber’s responsibility to keep Subscriber’s email address current. Subscriber will be deemed to have received any email sent to the email address then associated with Subscriber’s account when the email is sent, whether or not Subscriber actually receives the email.

11.2 To EG. To give EGnotice under these Conditions, Subscriber must contact EG as follows: by personal delivery, overnight courier or registered or certified mail to LNRS Data Services Ltd, Quadrant House, Sutton, Surrey, CM2 5AS, United Kingdom, attention General Counsel. EG may update the address for notices by posting a notice on EG’s website. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one (1) business day after they are sent. Notices provided registered or certified mail will be effective three (3) business days after they are sent.

Governing Law and Jurisdiction

12.1 These Conditions and any dispute or non-contractual obligation arising out of or in connection with them shall be governed by, and construed in accordance with the laws of England and Wales.

12.2 Each party hereby submits to the exclusive jurisdiction of the courts of England and Wales over any dispute arising out of or in connection with these Conditions.

Entire Agreement

13.1 These Conditions, including all schedules hereto and together with the Order Form, constitutes the entire agreement and understanding between the parties and supersedes any prior and contemporaneous agreements, proposals or representations, written or oral, between them concerning the subject matter of these Conditions and the Order Forms. Each party acknowledges that, in entering into these Conditions, it does not rely on any statement, representation, assurance or warranty of any person (whether a party to these Conditions or not) other than as expressly set out in these Conditions or any Order Form. Nothing in these Conditions shall restrict or exclude any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.

13.2 Neither these Conditions, nor any order or associated Order Form shall be modified by any purchase order submitted by Subscriber, even if such purchase order is accepted by EG.

Assignment

14.1 Subscriber may not assign, novate or otherwise transfer any of its rights or obligations hereunder, whether by operation of law or otherwise, without EG’s prior written consent. EG may assign, novate or otherwise transfer any or all of its rights and/or obligations under these Conditions at any time; provided, the assignor/transferee assumes the performance obligations set forth hereunder. Subject to the foregoing, these Conditions will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Relationship of the Parties

15.1 The parties are independent contractors. Nothing in these Conditions shall be construed as constituting a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

Third-Party Beneficiaries

16.1 Save as expressly set out in these Conditions, a person who is not a party to these Conditions has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its Conditions or otherwise.

Waiver and Cumulative Remedies

17.1 No failure or delay by either party in exercising any right under these Conditions will constitute a waiver of that right. The rights and remedies arising under, or in connection with, these Conditions are cumulative and, except where otherwise expressly provided in these Conditions, do not exclude rights and remedies provided by law or otherwise. Any termination of these Conditions and/or parts of them does not affect any accrued rights or liabilities of either party and nor does it affect the coming into force or the continuance in force of any provision of the Conditions that is expressly or by implication intended to come into or continue in force on or after such termination.

Severability

18.1 If any provision (or part provision) of these Conditions is or becomes illegal, invalid or unenforceable in any respect: (i) it shall not affect or impair the legality, validity or enforceability of the remaining provisions of these Conditions; and (ii) that provision (or part provision) shall be limited or eliminated to the minimum extent necessary so that these Conditions shall otherwise remain in full force and enforceable effect.

SCHEDULE 1:

THE GDPR – DATA PROCESSING ADDENDUM (“DPA”)

Scope

This DPA applies to EG ’s processing of personal data on Subscriber’s behalf under these Conditions. With regard to such processing, Subscriber is the controller of the personal data and EG are the processor of the personal data. This DPA does not apply where EG are a controller of personal data.

Processing

2.1. EG shall not engage another processor without Subscriber’s prior specific or general written authorisation. In the case of general written authorisation, EG shall inform Subscriber of any intended changes concerning the addition or replacement of other processors, thereby giving Subscriber the opportunity to object to such changes in the manner more specifically set forth herein.

2.2. EG’s processing shall be governed by this DPA under Union or governing Member State law as set forth in these Conditions. In particular, Estate Gazette shall:

a) process the personal data only on Subscriber’s documented instructions, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by the Union or Member State law governing such personal data. In such a case, EG shall inform Subscriber of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

b) ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

c) take all measures required pursuant to Article 32(Security of Processing) of the General Data Protection Regulation (“GDPR”);

d) respect the conditions referred to in paragraphs 2.1 and 2.3 for engaging another processor;

e) taking into account the nature of the processing, assist Subscriber by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Subscriber’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;

f) assist Subscriber in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to EG ;

g) at Subscriber’s choice and/or on expiry or termination of these Conditions, delete or return to Subscriber all the personal data after the end of the provision of EG Products relating to processing and delete existing copies unless Union or Member State or other applicable law requires storage of the personal data (which for the avoidance of doubt, does not apply to aggregated or anonymized data);

h) make available to Subscriber all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Subscriber or another auditor at the Subscriber’s mandate;

i) immediately inform Subscriber if, in EG ’s opinion, an instruction from Subscriber to Estate Gazette infringes the GDPR or other Union or Member State data protection provisions.

2.3. Where EG engages another processor for carrying out specific processing activities on Subscriber’s behalf, the same data protection obligations as set out in this DPA shall be imposed on that other processor by way of a contract or other legal act under Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the GDPR. Where that other processor fails to fulfil those data protection obligations,  EG shall (subject to the Conditions of these Conditions) remain fully liable to Subscriber for the performance of that other processor’s obligations.

2.4. The subject-matter of EG’s processing is the personal data provided related to Radius Services and Licensed Materials under these Conditions. The duration of the processing is the duration of the provision of the Radius Services and Licensed Materials under these Conditions. The nature and purpose of the processing is in connection with the provision of the Radius Services and Licensed Materials under these Conditions. The types of personal data processed are as set out in relevant product descriptions and other types of personal data submitted to the Radius Services. The categories of data subjects are Subscriber’s employees, Authorised Users and clients, prospects, suppliers, business partners and others whose personal data is submitted to the Radius Services.

2.5. These Conditions including this DPA are Subscriber’s complete and final documented instructions to EG for the processing of personal data. Additional or alternate instructions must be agreed upon separately by the parties. EG will ensure that its personnel engaged in the processing of personal data will process personal data only on Subscriber’s documented instructions, unless required to do so by Union, Member State or other applicable law.

Sub-processing

3.1. Subscriber hereby provide EGgeneral consent to engage other processors for the processing of personal data in accordance with this DPA. EG shall maintain a list of such processors (which EG may update from time to time) and make it available to Subscriber on request. Subscriber may object to the change without penalty by notifying EG within fourteen (14) calendar days after receipt of EG ’s notice. Without prejudice to any applicable refund or termination rights Subscriber have under these Conditions, EG shall use reasonable endeavours to change, modify or remove the affected Radius Services or Licensed Materials to avoid processing of personal data by such new processor to which Subscriber reasonably object.

Data Subject Rights

4.1. EG shall, to the extent legally permitted, promptly notify Subscriber of any data subject requests EG receives and reasonably cooperate with Subscriber to fulfil Subscriber’s obligations under the GDPR in relation to such requests. Subscriber shall be responsible for any reasonable costs arising from EG’s providing assistance to Subscriber to fulfil such obligations.

Transfer

5.1. EG shall ensure that, to the extent that any personal data originating from the UK, Switzerland or EEA is transferred by EG to another processor in a country or territory outside the UK, Switzerland or EEA that has not received a binding adequacy decision by the European Commission or competent national data protection authority, such transfer shall be subject to an appropriate transfer mechanism that provides an adequate level of protection in accordance with the GDPR.

Security Of Processing

6.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the parties shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

a) the pseudonymisation and encryption of personal data;

b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and

d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

6.2. In assessing the appropriate level of security, account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.

6.3. The parties shall take steps to ensure that any natural person acting under the authority of either party who has access to personal data does not process them except on instructions from Subscriber, unless he or she is required to do so by Union or Member State law.

Personal Data Breach

7.1. EG shall notify Subscriber without undue delay after becoming aware of a personal data breach and shall reasonably respond to Subscriber’s requests for further information to assist Subscriber in fulfilling Subscriber’s obligations under Articles 33 and 34 of the GDPR.

Records Of Processing Activities

8.1. EG shall maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of personal data on Subscriber’s behalf, make them available to Subscriber as required.

Audit

9.1. Audits shall be:

a) Limited to EG’s processing of personal data under the Agreement and compliance with this DPA only;

b) Conducted by an independent third party reputable auditor;

c) Subject to the execution of appropriate confidentiality undertakings;

d) Conducted no more than once per year, unless a demonstrated reasonable belief of non-compliance with the Conditions has been made, upon thirty (30) days written notice and having provided a plan for such review; and

e) Conducted at a mutually agreed upon time and in an agreed upon manner.

Conflict

10.1. If there is any conflict or inconsistency between the terms of this DPA and the Conditions, the terms of this DPA shall control to the extent required by law. Otherwise, the Conditions shall control in the case of such conflict or inconsistency.

Radius (Contributors) terms and conditions (October 2020)

GENERAL

1.1            These terms and conditions apply to the use by an individual, institutional or corporate subscriber (“Subscriber”) of the data, software tools, information and editorial content (“Licensed Materials”) from time to time contained in the EG  products and services (“Service(s)”) specified in an order form agreed by EG and the Subscriber (“Order Form”). These terms and conditions and the terms and conditions in the Order Form shall collectively be referred to as “Agreement”.

1.2            Provision of Services is conditional on payment by the Subscriber of all amounts set out in the Order Form.

1.3           This Agreement comprises these T&Cs (including the Schedules) and the Order Form to which these T&Cs are attached. If there is any conflict between the terms of the Order Form and the terms of these T&Cs, the terms of the Order Form will take precedence.

1.4           Defined terms used in this Agreement can be found in Schedule 1.

PARTY DETAILS

2.1           The parties to this Agreement are (i) the Subscriber, and (ii) LNRS Data Services Ltd (company number 151537) trading as EG (“EG”). The Subscriber and EG are together referred to as the “Parties” and each is a “Party”.

2.2           EG’s registered address is Quadrant House, The Quadrant, Sutton, SM2 5AS, England.

2.3           The Subscriber’s contact details are as set out in the Order Form.

TERM

3.1        The Subscription will commence on the Start Date and continue for the duration of the Initial Term unless terminated sooner in accordance with the terms of the Agreement.

3.2        Upon the date of expiry of the Initial Term, the Subscription shall renew automatically for the First Renewal Period (and continue for the duration of the First Renewal Period unless terminated sooner in accordance with the terms of the Agreement) unless a Party provides the other Party  with no fewer than 60 calendar days’ notice to terminate the Agreement in advance of the expiry of the Initial Term.

3.3        Upon the date of expiry of the First Renewal Period (if applicable) and upon each anniversary thereof, the Subscription shall renew automatically for a renewal period of twelve(12) calendar months  (each a “Further Renewal Period”) (and continue for the duration of each Further Renewal Period unless terminated sooner in accordance with the terms of this Agreement), unless a Party provides the other Party with no fewer than 60 calendar days’ notice to terminate the Agreement in advance of the expiry of the First Renewal Period or the then current Further Renewal Period (as applicable).

3.4        The Fees for each Subscription Year after the end of the Initial Term may be increased by EG as notified to the Subscriber.

3.5        The period from the Start Date until the date on which the Agreement is terminated (including any First Renewal Period and Further Renewal Periods) is the “Subscription Term”.

PROVISION OF SERVICE

4.1        From the Start Date and for the duration of the Subscription Term, EG will provide the Service to the Subscriber in accordance with the terms of this Agreement.

FEES AND PAYMENT

5.1           The Subscriber shall pay the Subscription Fee plus VAT for each Subscription Year during the Subscription Term in advance and in full, without set-off, withholding or other deduction.

5.2           The Subscriber shall, within twenty-eight (28) days from date of an invoice relating to the Subscription Fee, pay the relevant Subscription Fee plus VAT to EG by remitting the invoiced sums to the account specified in the invoice.

5.3           Access to the Service is conditional on payment of the Subscription Fee and if the Subscriber fails to pay the relevant Subscription Fee plus VAT on or before the due date for payment then EG may suspend the Subscriber’s access to the Service as set out in clause 16.1 and/or exercise its rights pursuant to clause 17.1(a).

SUBSCRIBER’S CONTRIBUTION   

6.1

(a)  As the Subscriber is a real estate advisor the Subscription provided under this Agreement is conditional upon Subscriber  contributing to the Service, throughout the Subscription Term, with Subscriber Data.  The Subscriber agrees to contribute  to the Service, throughout the Subscription Term, Subscriber Data that meets certain qualitative and quantitative submission criteria, as per the contribution criteria available at www.egi.co.uk/radiusdx-terms  and as may be amended from time to time by EG (the “Contribution Criteria”),

For the purpose of this Agreement a “Contributor” and references to “the Contributor” in this Agreement are references to the Subscriber.

(b)  For the avoidance of doubt, at all times during the Subscription Term, the Subscriber will continue to meet its obligations to contribute Subscriber Data including during any period during which access to the Service is suspended and up to the date of termination.

(c)  If the Contributor  fails to meet the Contribution Criteria, then the Parties will follow this process:

(i)             EG will contact the Subscriber to notify the Subscriber of its failure to meet the Contribution Criteria and specify in writing the precise nature of the failure, the occasions on which failure has occurred and what the Subscriber must do to remedy the failure;

(ii)            EG will support the Subscriber in remedial activity by answering all reasonable queries from the Subscriber regarding Subscriber Data submission and Contribution Criteria requirements; and

(iii)          the Subscriber will immediately remedy its Subscriber Data contributions so that the Contribution Criteria are once again met;

(d)  If the Subscriber has failed to remedy the relevant failure to meet the criteria set out in clause 6.1(a) (and failure may be remedied even if the time for delivery of the relevant data has passed), then the matter will be promptly escalated to both the Senior Stakeholder of the Subscriber (as set out on the Order Form) and the Managing Director of EG for discussion and resolution. If the failure remains unresolved for a further period of 30 days after the notification by EG then EG is entitled immediately and with notice to the Senior Stakeholder to suspend all Authorised Users’ access to the Service.

(e)   If 60 days after the notification, the Subscriber has still not remedied the relevant failure then EG is entitled to exercise its right to terminate this Agreement under clause 17.1. In these circumstances the Subscriber will remain liable to pay the Subscription Fee for the balance of the Initial Term or Renewal Term.

(f)    For the avoidance of doubt, at all times during the process set out in clauses 6.1(a) the Subscriber will, continue to meet its obligations to contribute Subscriber Data which meets the Contribution Criteria, including during any period during which access to the Service is suspended and up to the date of termination.

(g)  The Subscriber has no obligation to provide Red Data and contribution of Red Data is entirely at the discretion of the Subscriber.  For the avoidance of doubt, if there is any change at any time to the categorisation of Raw Data as Red Data, including if any data which was formerly Red Data is moved to be categorised as Green Data by EG without the agreement of the Subscriber, then the Subscriber has no obligation to provide that Green Data and such data will be excluded from any Contribution Criteria.

(h)   EG will support the Subscriber in remedial activity by answering all reasonable queries from the Subscriber regarding Subscriber Data submission and Contribution Criteria requirements;

USE OF THE SERVICE AND THE EG MATERIALS

7.1        It is the Subscriber’s responsibility to ensure that it has the compatible equipment and systems necessary to access the Service and receive EG Materials (including via an API ), as set out in Contribution Criteria.  EG will not be liable for any failure to meet its obligation to deliver the Service in the event that the Subscriber is unable to access the Service due to the incompatibility of the Subscriber’s own equipment and/or systems.

7.2        During the Subscription Term, the Subscriber and each Authorised User may only use the Service and the EG Materials in connection with and for the ultimate purpose of providing its  customers, or prospective customers, with their services as a real estate advisor, and for this purpose the Subscriber  and each Authorised User may use the EG Materials as follows:

(i)             for internal reference, presentations, communications, reports and analysis;

(ii)            for external presentations,  communications, reports and analysis, the results of which are made available to customers and prospective customers of the Subscriber;

(iii)          to create Derived Materials that may be used internally for Subscriber business; and

(iv)          to create Derived Materials that may be used externally with customers or prospective customers of the Subscriber.

Provided that in each case above such usage is not contrary to the usage restrictions set out in clause 7.3.

7.3            Save in accordance with clause 7.2, neither the EG Materials nor any Derived Materials may be shared with or disclosed to or made available to any third parties by the Subscriber, or any Authorised User. Without limitation to the foregoing, neither the Subscriber, nor any Authorised User shall do any of the following restricted activities in relation to the EG Materials or Service or Derived Material :

(a)   redistribute any EG Materials (whether in their original form or as part of Derived Materials) to its customers or potential customers in a manner intended to (i) circumvent such parties needing a subscription to the Service themselves, or (ii) compete with the Service;

(b)  redistribute any EG Materials (whether in their original form or as part of Derived Materials) to any third parties who are not customers or genuine potential customers of the Subscriber or any Permitted Affiliate;

(c)   redistribute or give access to any part of the Service, the EG Materials or any Derived Materials, to a competitor of EG (whether directly or intentionally indirectly)

(d)  re-sell the Service or EG Material or any Derived Materials ;

(e)   re-sell any part of the EG Materials or any Derived Materials to any third party as a stand-alone;

(f)    use the Derived Materials or any part thereof in any way that could reasonably be considered untruthful, misleading, or disparaging of EG or the Service;

(g)   use the Service in any other way than as expressly permitted in clause 7.2; or

(h)  make the Service or any of its content available to any person other than as expressly permitted in clause 7.2.

7.4        Usernames are unique to the named individual Authorised User and must not be shared or transferred. EG may alter usernames and/or passwords from time to time in accordance with its standard security procedures and shall inform the Subscriber accordingly. The Subscriber will not, and will procure that   each Authorised User will not, disclose to or share any login details( username and passwords) to the Service with any Unauthorised Person. If EG suspects that a password is being used by an Unauthorised Person or if EG detects use of the Product or Service or Licensed Materials in excess of Normal Usage it may immediately cancel the access or relevant Authorised User.

7.5        Subscriber shall notify EG promptly if it becomes aware or suspects that any Unauthorised Person has obtained a password. EG will alter the password and inform the Subscriber accordingly.

SUBSCRIBER DATA

8.1        Throughout the Subscription Term, the Contributor shall submit Subscriber Data to the Service. As a minimum, Subscriber Data will be contributed and updated at least once a month. The Contributor shall ensure  to submit (and shall ensure that any party acting on its behalf shall submit) information, data and/or materials that, does not infringe the Intellectual Property Rights of any third party (whether such infringement would be because of (i) the submission to the Service, or (ii) use of by EG in accordance with clause 8.5, or (iii) the use of the Subscriber Data or any part of it by other subscribers to the Service in accordance with the permitted uses specified in clause 7. For clarification, Contributor shall (for itself and any party acting on its behalf) be responsible to ensure that all data, images, photographs, documents(including .pdfs) or information  that is included as a part of Subscriber Data does not infringe Intellectual Property Rights of any third party and Contributor shall further ensure that such submitted Subscriber Data does not bear any watermarks, metadata, trademarks, logos, tradenames or copyrighted information of any other third party.

8.2        The Contributor will comply with the data delivery methods specified by EG from time to time (such as but not limited to an API) to contribute Subscriber Data to the Service.

8.3        The Contributor will be responsible to ensure that in relation to any personal data included within the Subscriber Data, the Contributor  is at all times acting in compliance with the applicable Data Protection Laws including either providing appropriate notices or obtaining any required consents and authorisations for EG’s processing such personal data. The  Contributor shall indemnify and keep EG and its Affiliates and officers indemnified from and against any and all costs, liabilities, losses and expenses(including, but not limited to, reasonable legal costs) incurred by EG as a result of any claim by any data subject or third party in relation to processing of such personal data.

8.4        The Subscriber will indemnify and keep  EG, its Affiliates and officers indemnified  from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable legal costs) incurred by EG as a result of any claim by a third party (not being an Affiliate of EG) that the Subscriber Data infringes that third party’s Intellectual Property Rights (each a “Claim”), provided always that the indemnity in this clause 8.3 will not apply to any claim which relates to information and data sourced by EG (other than Subscriber Data) or any Red Data contributed by the Subscriber, if such Red Data was used by EG other than as permitted in this Agreement;

8.5        The Parties agree that the above indemnity shall be the Subscriber’s sole liability and (other than EG’s termination right in clause 17.1(e)) EG’s sole remedy (whether in contract, tort, misrepresentation or otherwise, including in negligence), howsoever arising  in relation to any loss or liability suffered or incurred by EG arising out of or in connection with each Claim.

8.6        EG shall have sole conduct of any Claim which EG believes to be covered under the indemnity in clause 8.2.  The Parties agree that the following will apply to any third party Claim that EG (acting reasonably) believes to be  covered by the indemnity in clause 8.3:

(a)   EG will notify the Subscriber of any potential Claim promptly upon having received it and will provide the Subscriber with such detail as available to EG at the time, and making available further detail promptly as and when it becomes available;

(b)  EG and Subscriber shall consult on the progress and approach to the Claim throughout the process;

(c)   EG will not settle or compromise or make any admission of liability, agreement or compromise in relation to any Claim or threatened Claim without the prior written approval of the Subscriber not to be unreasonably withheld;

(d)  EG will give the Subscriber reasonable information on a reasonably regular and prompt basis to the Subscriber as to the progress of the claim and all negotiations in relation to the Claim including in relation to any settlement or potential settlement;

(e)   the Subscriber shall provide EG with all reasonable assistance at the Subscriber’s cost, and the Subscriber shall have the option participate in the defence through its own counsel at its own expense.

8.7        In relation to the Subscriber Data submitted to the Service by or on behalf of the Subscriber in its capacity as Contributor, the Subscriber hereby grants EG a non-exclusive, non-transferable and non-sub-licensable (in both cases save as pursuant to clause 19.5), world-wide, royalty-free, perpetual licence to use (including copying, storing and distributing) such Subscriber Data in the following ways

(a)               Red Data and Green Data may be used to create anonymised, aggregated data statistics and derived analytics (“Analytics and Statistics”) that may be used on the Service and in other products and services provided by EG;

(b)               Red Data may be used as part of the Service to the Subscriber which contributed it, but not as part of the Service for any other Subscribers;

(c)               Green Data may be used to populate databases compiled by EG (“Databases”) that may be used in the Service and in other products and services provided by EG;

(d)               Green Data may be used by EG in the Service and in other EG products and services;

(e)               Green Data may be  distributed  (including by way of sale) by EG to third parties (save as may be agreed between the Parties from time to time), whether as part of the Service or otherwise; and

(f)                Green Data may be  amended, enhanced, enriched, co-mingled with other data, and otherwise adapted or used to create derivative works which may be used and distributed by EG both within and outside the Service.

8.8        Without limiting sub-clauses 8.7 (a)and (b), Red Data is Confidential Information of the Subscriber.

8.9        EG reserves the right to remove any Subscriber Data from the Service at its discretion if it has reasonable grounds to believe (or if EG receives notice of any dispute concerning) such Subscriber Data) infringing any law or regulation (including any third party’s Intellectual Property Rights or other rights).  If EG wishes to so remove any Subscriber Data, it will notify the Subscriber in reasonable time prior to such removal that it has reasonable grounds to believe such Subscriber Data infringes law, regulation and/or third party Intellectual Property Rights and that such Subscriber Data will be removed from the Service.

8.10     EG may, at its sole discretion,  retain copies of the Subscriber Data submitted to the Service by or on behalf of the Contributor and shall do so until the date falling five (5) years from the date on which the relevant Subscriber Data was submitted to the Service

INTELLECTUAL PROPERTY RIGHTS IN SERVICE AND EG MATERIALS

9.1        The Subscriber acknowledges that all Intellectual Property Rights in the Service (including the underlying software) and the EG Materials vest in EG and/or its Affiliates or licensors. The Subscriber acquires no Intellectual Property Rights in the Service or EG Materials and except as expressly permitted by the Agreement the Subscriber may not use (nor allow the use of by any Permitted Affiliate or Authorised User) the Service or the EG Materials (save for Subscriber Data) in any way that infringes the intellectual property rights in them.

9.2        Neither the Subscriber nor any Authorised User may obscure or remove any copyright, disclaimer or other notices that appear on EG Materials (save for Subscriber Data) extracted from the Service.

9.3        Neither the Subscriber nor any Authorised User may use any algorithm, device, method, system or software which is automated to:

(a)   copy, use, search, monitor, mine, extract or scrape EG Materials from the Service provided that this restriction shall not prevent the Subscriber downloading EG Materials via the API;

(b)  disable or incapacitate any part of the Service or any usage tracking application or programme used by EG; or

(c)   use the Service or the EG Materials other than as permitted herein.

INTELLECTUAL PROPERTY RIGHTS IN OWN DATA

10.1     EG acknowledges that all proprietary and Intellectual Property Rights in Subscriber Data in the form delivered to the Service by or on behalf of the Contributor vest in the Contributor and this Agreement imposes no limitation on how such Subscriber Data is used by any of the Subscriber outside the Service. Once delivered to EG for use in the Service, EG shall have the right to use the Subscriber Data only as expressly permitted by the Agreement, but shall otherwise obtain no rights in or to the Subscriber Data.

USE OF SUBSCRIBER TRADEMARKS

11.1     [The Subscriber hereby grants or procures the grant to EG, for the duration of the Subscription Term, a non-exclusive, non-transferable (other than to a Permitted Transferee), royalty-free licence to reproduce and display (at EG’s discretion) the Subscriber’s name and/or logo (“Subscriber Mark”) on the Website for the purpose only of identifying the Subscriber as a subscriber to the Service and for no other purpose. EG will comply with all reasonable instructions given to EG by the Subscriber regarding use of the Subscriber Mark on the Website, including instructions to remove the Subscriber Mark at the Subscriber’s discretion. The Subscriber warrants that it has the necessary rights to grant or procure the grant of the foregoing licence and that EG’s use of the Subscriber Mark in accordance with the terms of the licence will not infringe the rights (including the Intellectual Property Rights) of any third party. The Subscriber will indemnify EG and any Permitted Transferee against any loss and reasonable expenses incurred by EG as a result of a breach of the foregoing warranty resulting in a third party claim against EG and/or a Permitted Transferee, provided that the indemnity will be subject to EG allowing the Subscriber to take control of the defence and/or settlement of the relevant claim if the Subscriber elects to do so.]

11.2     If the Subscriber provides EG with a testimonial regarding the Service, the Subscriber hereby grants EG a non-exclusive, non-transferable (other than to a Permitted Transferee), royalty-free licence to reproduce and publish (at EG’s discretion) such testimonial on the Website and other media.

AUDIT AND VERIFICATION

12.1         The Subscriber shall, within seven days of a written request from EG provide; (i) a list of all individuals who have access to the Licensed Materials; or (ii) a certificate signed by an officer of the Subscriber confirming that the Subscriber has complied in all material respects with these Conditions and specifically that the Licensed Materials have not been distributed or transmitted, in any form, to any Unauthorised Person.

12.2         EG or any other person authorised by EG shall have the right, after giving written notice of ten calendar days, to enter the Subscriber’s premises during normal business hours and inspect the Subscriber’s records relating to the use and distribution of the Licensed Materials. EG shall treat as confidential all information relating to the Subscriber’s business that it acquires in the course of such an inspection. EG shall not exercise this right of inspection more than once in each calendar year.

12.3         If an audit performed by EG under this clause 12 reveals that the Subscriber is in breach of terms of this Agreement, then in addition to any other remedy that EG may peruse, the Subscriber will reimburse EG, (i) the reasonable cost incurred by EG in performing the audit; (ii) all fees payable in relation to any Unauthorised Person or any other unauthorised use revealed by the audit as having access to the EGI Services or the Licensed Materials; and (iii) interest on the above amounts from the date they become payable until the date of payment at the highest rate permitted by applicable law.

12.4         The rights of EGI under this clause 12 shall continue for the Subscription Term  and for 12 months thereafter.

FEEDBACK

13.1         EG may request once a quarter that the Subscriber provides feedback regarding the Service for market research purposes. The Subscriber will use reasonable endeavours to engage with such feedback process by sending a representative to any feedback meetings of which it is notified by EG.

13.2         If Subscriber provides feedback (written and/or verbal) regarding the Service (“Feedback”), EG shall be sole owner of all rights in (i) the Feedback, and (ii) any enhancements made to Service or new products and/or services created as a result of Feedback received (“Enhancements”). To the extent that Subscriber may be deemed by law to own any rights, title or interest in and to the Feedback and/or the Enhancements, Subscriber hereby assigns and transfers to EG (by way of assignment of present and future rights) all right, title and interest (including Intellectual Property Rights) in (a) the Feedback, and (b) the Enhancements. Subscriber shall not be entitled to any remuneration in relation to the Feedback or the Enhancements (including future equitable remuneration) and hereby waives any applicable moral rights. Feedback shall form part of EG’s Confidential Information and Subscriber shall not disclose it to any third parties.

COMMERCIAL CONFIDENTIALITY

14.1     For the purpose of the Agreement, “Confidential Information” means:

(a)  the terms of this Agreement; and

(b)  any other information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) relating to the Disclosing Party’s business affairs and/or the business affairs of the Disclosing Party’s Affiliates, that is either identified as confidential when disclosed to the Receiving Party or, if not identified as confidential on disclosure, which would be regarded as confidential by a reasonable business person. This includes (but is not limited to) information, data or material concerning the Disclosing Party’s or its Affiliate’s customers, clients, projects, products, services, market opportunities, plans, systems, networks, suppliers, transactions or finances, and information that was disclosed both before and after the date of the Agreement.

14.2     The Receiving Party will keep the Disclosing Party’s Confidential Information confidential and will not disclose it or any part thereof to any third party other than to its Affiliate(s) for the purposes of exercising their rights or carrying out their obligations under this Agreement or for its internal corporate administration purposes such as financial reporting, legal advice, tax, regulatory and compliance purposes, audit purposes as well as support with corporate communications and invoicing and accounting.

14.3     The obligations of a Receiving Party pursuant to clause 14.2 shall not apply to any Confidential Information that:

(a)  at the time of disclosure to the Receiving Party, is publicly available; or

(b)  after disclosure to the Receiving Party, becomes publicly available other than through a breach of the obligation set out in clause 14.2 or becomes lawfully available to the Receiving Party from any third party, free from any confidentiality obligation; or

(c)   the Receiving Party is required to disclose by law or order of a court of competent jurisdiction but only to the extent of the required disclosure provided that (where and to the extent lawful) it gives the Disclosing Party an opportunity to address such order; or

(d)  is independently developed by the Receiving Party without reference to such Confidential Information.

14.4     The Subscriber will procure that each Authorised User complies with the provisions of this clause 14.

14.5     EG will procure that its Affiliates comply with the provisions of this clause 14.

LIABILITY

15.1     The Service and the EG Materials are provided “as is” and no representations, warranties or covenants are given regarding the accuracy, completeness and/or fitness for purpose of the Service or the EG Materials. Nothing in the Service constitutes advice. To the extent permitted by applicable law, all warranties and other terms implied by statute or common law are hereby excluded.

15.2     Nothing in this Agreement shall limit either Party’s liability:

(a)   for negligence resulting in death or personal injury;

(b)  for wilful misconduct, fraud or fraudulent misrepresentation; or

(c)   relating to any indemnities that the Party has given in clause 11.1

15.3     Subject to clauses 15.2 and 15.4 and excluding the Subscriber’s liability to pay EG the Subscription Fees and any sums payable pursuant to clause 12.4, the total aggregate liability, of EG whether in contract, tort, misrepresentation or otherwise (including in negligence), howsoever arising of is limited to an amount equal to the aggregate amount paid by the Subscriber to EG for the use of the Service during the period of 12 months prior to the date the loss was incurred:

15.4     Excluding any liability referred to in clause 15.2, neither Party shall have any liability to the other Party whether in contract, tort, misrepresentation or otherwise (including in negligence), howsoever arising, for any:

(i)             special, incidental, indirect and consequential loss or damage of any kind, even if it has been advised on the possibility of such loss or damage;

(ii)            loss of revenue;

(iii)          loss of profits;

(iv)          loss of business opportunity; and

(v)            loss of reputation.

15.5     The parties agree that EG can recover from Subscriber the following as direct loss for the purposes of the indemnity in clause 8.2:

(a)   any sum agreed to be payable to the third party claimant under a settlement of a Claim as approved under clause 8.4(c);

(b)  any sums determined in a judgment against EG or its Affiliates relating to a Claim and paid in accordance with that judgment;

(c)   any reasonable and proper costs and expenses for external legal advice, representation, court fees, expert witnesses or technical expert advice related to defending, preparing or dealing with a Claim;

(d)  any costs to investigate the Claim (other than internal overhead) such as forensic investigation costs;

(e)  wasted expenditure or unnecessary charges incurred by EG to an external entity (including regulatory fines but excluding internal overhead, expenditure and charges); and

(f)    any reasonable and proper costs actually incurred by EG to replace or otherwise remediate issues within the Service as a result of or related to the Claim.

15.6     A Party shall have no liability for any failure, delay or omission in relation to meeting its obligations under the Agreement arising from any cause beyond its control, including acts of god, acts or regulations of any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.

15.7     EG’s only obligation to the Subscriber in respect of interruptions to the Service caused by circumstances outside EG’s control shall be to use all reasonable efforts to have the Service reinstated as soon as practicable.

SUSPENSION

16.1         EG may suspend access to the Service by the Subscriber, and Authorised Users without liability or compensation:

(a)   if EG has reasonable grounds to believe that the Subscriber, or any Authorised User is in breach of the usage terms in clauses 7.2 or 7.3 relating to the Service in a material respect; or

(b)  if EG is required to suspend the service by law or by order of the courts; or

(c)   if such suspension is necessary to protect EG’s systems from unauthorised access; or

(d)  for routine maintenance and/or upgrades to EG’s systems and/or the Service. EG will use reasonable commercial efforts to ensure that any such suspension is limited to the minimum period necessary to complete the relevant works;

(e)  for non-payment of any Subscription Fees due and payable hereunder as set out in clause 5.4; or

16.2         Any suspension of the Service pursuant to clause 16.1 will continue until such time as the situation which lead to the suspension is remedied or where EG has a right to terminate this Agreement and exercises that right in accordance with its terms.

TERMINATION

17.1       The Agreement may be terminated immediately by notice in writing to the Subscriber and without liability by EG:

(a)  if the Subscriber does not pay the Subscription Fee in accordance with the terms of this Agreement;

(b)  if the Subscriber or Authorised User is in breach of the usage terms relating to the Service set out in clauses 7.2 and 7.3 of the Agreement; or

(c)   if the provisions of clause 6.1(e) apply and the Subscriber has not remedied the failure to meet the Contribution Criteria within 60 days of original notification by EG;

(d)  if the Subscriber or any Permitted Affiliate is in breach of any Applicable Law in relation to this Agreement (other than where clause 17.1(e) applies);

(e)  if the Subscriber  submits (or has submitted on its behalf) information, data and/or materials which infringe (or are subject to a Claim that they infringe) the Intellectual Property Rights of a third party.

17.2                 The Agreement may be terminated by EG on 12 months’ notice if EG is withdrawing the Service from the market and if the termination date is part way through a Subscription Year then any fully paid Subscription Fee for that year will be pro-rated and, upon termination of the Agreement, the portion of the Subscription Fee applying to unfulfilled portion of that Subscription Year shall be refunded to the Subscriber.

17.3                 The Agreement may be terminated by a Party (the “Terminating Party”) upon written notice to the other Party (the “Notified Party”) if:

(a)  the Notified Party is in material breach of any of its obligations under the Agreement and, if capable of remedy, such material breach has not been remedied within 30 days of the Notified Party receiving notice to remedy from the Terminating Party and referring expressly to this clause 17.3(a), except that this provision will not apply in relation to failure to meet the Contribution Criteria, where the provisions of clause 17.1(d) will apply; or

(b)  the Notified Party is (i) insolvent, or (ii) enters into a composition with its creditors, or (iii) is subject to a winding up order, or (iv) passes a resolution for its winding up, or (v) has an administrator or administrative receiver appointed in relation to it, or (vi) any similar actions are taken in connection with the insolvency, administration or liquidation of the Notified Party.

17.4                 The Agreement may be terminated by the Subscriber upon written notice to EG, if EG is in breach of the terms of the licence.  .

17.5                 Nothing in this Agreement prevents either Party from seeking injunctive relief to prevent or limit breaches of the terms of the Agreement.

18     CONSEQUENCES OF EXPIRY OR TERMINATION

18.1                 Upon expiry or termination of the Agreement:

(a)  Upon termination for of this agreement, EG will cease to make the Services available to the Subscriber, all indebtedness of the Subscriber to EG shall become immediately due and the Subscriber  will forthwith return to EG  all documentation relating to the Services and Licensed Material.;

(b)   the Subscriber may cease to submit Subscriber Data to Service;

(c)   EG may retain all Subscriber Data delivered by or on behalf of the Contributor to the Service prior to termination  and continue to use the Subscriber Data (other than Red Data except where that Red Data is already at the date of termination part of Analytics and Statistics) as permitted pursuant to clause 8.6.  EG will also return all Red Data delivered by the Contributor and (regardless of the date of delivery) expunge all the Contributor’s raw Red Data from EG’s systems and the Service  ; and

(d)  EG shall, upon written request from the Subscriber within 60 days of the date of termination or expiry of the Agreement, provide the Subscriber with a copy of all  Subscriber Data submitted to EG by or on behalf of the Subscriber during the Subscription Term (subject to that Subscriber Data having been delivered within the period of 5 years prior to the termination date).

18.2                 On expiry of a Subscription without renewal, or on termination or cancellation of a subscription for any reason during the Subscription Term, the Subscriber shall cease all use of the  Service and EG Materials immediately and delete all such EG Materials from its systems unless otherwise agreed in writing. The undertaking to delete  EG Materials does not apply to EG Materials which the Subscriber must retain under any applicable law, rule or regulation, including the rules of a professional body but such Licensed Materials will remain subject to the remaining terms of this clause.

18.3                 Expiry or termination of the Agreement shall be without prejudice to the accrued rights and obligations of the Parties and, in particular, clauses 7.2 and 7.3 (to the extent stated in clause 17.2) 8.3, 8.4 , 8.5, 8.6, 8.8, 9, 10, 12 ,  14, 15, 18 and 19 shall survive termination of the Agreement. For the avoidance of doubt, the Subscriber is not obliged to contribute new Subscriber Data after termination takes effect or after expiry of the Agreement. Without limitation to the foregoing, termination of the Agreement by EG other than pursuant to clause 18.2 or clause 17.1(d does not affect EG’s right to receive any Subscription Fee for the remainder of the then current term (if is the Initial Term or the First Renewal Term as the case may be, but not any Further Renewal Term) pursuant to the terms of the Agreement, (for purposes of illustration, if EG were to terminate the Agreement other than under Clause 17.2 or clause 18.1(e) at any time during the Initial Term, Subscriber would pay the remainder of the Subscription Fees for the Initial Term only).  Termination of the Agreement by the Contributor under clause 3.4, 18.3 or 17.4 (a) or (b) ends EG’s rights to any future Subscription Fee payments for the balance of the then current term.

18.4                 The Subscriber shall only be entitled to a refund of any paid Subscription Fee (pro-rated to reflect the remaining year of the Subscription Term to which it applies from the date of termination) in the event that the Agreement is terminated by the Subscriber pursuant to 17.3, or 17.4 or by EG pursuant to clause 18.2.

19     GENERAL

19.1       Each of the Parties shall comply with its respective obligations under applicable Data Protection Laws. The Subscriber shall ensure that

19.2        The Subscriber recognises that, in the process of accessing and using the Service and EG Materials, it and the Authorised Users will supply personal data. Subscriber represents and warrants that it and the Authorised Users have complied with all applicable obligations under the Data Protection Laws in supplying personal data to EG, including providing any required notices and obtaining any required consents and authorisations for EG’s processing such personal data and that it is responsible for its decisions and actions concerning the use and other processing of the personal data

19.3       To the extent that EG act as a processor of personal data on Subscriber’s behalf, EG will process such personal data in accordance with the Data Protection Laws and, as of May 25, 2018, the GDPR – Data Processing Addendum (“DPA”) attached as Schedule 1 to this Agreement.

19.4       The Subscriber acknowledges and agrees that the services EG  provides  to provide the Services and EG Material include (i) compiling statistical and other information related to the performance, operation and use of the Service and EG Materials, and (ii) use data in aggregated and/or anonymized form for security and operations management or for research and development purposes, provided that such information and data will not identify or serve to identify Subscriber or any data subject.

19.5       The Subscriber agrees that while Service provide analysis and insight, the Subscriber alone will be responsible for any decisions it may take using insights from Service and EG Material as one of several factors, and that therefore Subscriber  will be responsible for compliance with any requirements under Articles 21 (Right to Object) or 22(Automated Individual Decision Making and Profiling)  GDPR in so far as they might arise as well as for responding to any requests from any data subject (subject to Clause 4 of the DPA).

19.6                 Data protection.

19.7                 Supplier Code.  As Subscriber is a Contributor therefore  the Subscriber will comply with,  , EG’s supplier code of conduct found at http://www.relxgroup.com/corporateresponsibility/policies/Pages/Home.aspx.

19.8                 RELX Code.  EG will comply with the RELX Group code of ethics and business conduct found at http://www.relxgroup.com/corporateresponsibility/policies/Pages/Home.aspx.

19.9                 Applicable laws. Each Party warrants that it will at all times during the Subscription Term, comply with all Applicable Laws (except that this warranty will not apply to the Intellectual Property Rights in any contribution of information, data or materials contributed by or on behalf of the Subscriber). “Applicable Laws” means, in relation to a Party, all applicable laws relevant to its duties, obligations and performance under the Agreement, including laws concerning bribery and corruption. Without limitation to the foregoing, each Party shall maintain in place throughout the Subscription Term its own policies and procedures relating to anti-bribery compliance, including adequate procedures under the Bribery Act 2010. Neither Party shall, offer, promise, pay, give or authorise any undue financial or other advantage, directly or indirectly, to any commercial contact or to any government official in connection with obtaining a business advantage in relation to this Agreement. Neither Party shall accept any undue financial or other advantage from any person as an inducement or reward for any act or forbearance or in connection with any matter or business transacted in relation to the subject matter of this Agreement. Each Party shall promptly report any apparent breach of this clause 19.4 to the other Party.

19.10              Assignment. The subscription is personal to the Subscriber and may not be assigned without EG’s prior written consent. EG may assign the benefit of the Agreement to an Affiliate.

19.11              Notices. All notices sent in relation to this Agreement must be in writing and sent to the address of the recipient set out in the Order Form (in the case of the Subscriber) or at the start of the T&Cs (in the case of EG).  Notice must be given by hand, by commercial courier or by first class pre-paid post and will be deemed to be delivered if sent by hand or commercial courier, on the date of delivery and if sent by first class pre-paid post, 48 hours after posting, provided that where delivery occurs after 6.00 pm on a Working Day, or at any time on a day which is not a Working Day, service will be deemed to occur at 9.00am on the next following Working Day

19.12              Entire agreement. The Agreement contains the entire understanding between the Parties in relation to the subject matter set out in it, and supersedes all previous understandings (including proposals, negotiations and agreements) relating to such subject matter.

19.13              Variations. The terms of this Agreement may only be varied by written agreement signed by both Parties.

19.14              Severability. If any provision of the Agreement is deemed to be illegal or unenforceable, such provision will be deemed to be deleted from the Agreement. Any such deletion will not affect the provisions of the rest of the Agreement nor their enforceability.

19.15              Third party rights. No one other than a Party to the Agreement may enforce any of its terms.

19.16              Governing law and jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The Parties agree to the exclusive jurisdiction of the courts of England in relation to any dispute or claim arising out of or in connection with this Agreement.

SCHEDULE 1

DEFINITIONS AND INTERPRETATION

DEFINITIONS

In the Agreement, the following terms shall have the meaning given:

Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party; and “control” means the direct or indirect possession of more than fifty (50%) percent of the power to direct or cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise.

Analytics and Statistics” has the meaning given in clause 8.6.

API” means EG’s proprietary application programming interface as may be made available to the Subscriber by EG to receive data (amongst other things, as may be determined from time to time) from subscribers.

Applicable Laws” has the meaning given in clause19.4.

Authorised User” means an individual who is employed by or is a contractor to the Subscriber

Confidential Information” has the meaning given in clause 14.1.

Contributor” has the meaning given in clause 6.

Databases” has the meaning given in clause 8.5.

“Data Protection Laws” means all data protection laws and regulations, including those of the United Kingdom (“UK”), Switzerland, European Economic Area (“EEA”) and the European Union (“Union”), applicable to the processing of personal data under these Terms, including the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”) from May 25, 2018.

Derived Materials” means materials created by or on behalf of the Subscriber or any Permitted Affiliate or Authorised User incorporating insubstantial portions of the EG Materials in combination with other information and/or data.

EG Materials” means the data, information and other materials that can be accessed by the Subscriber, Permitted Affiliate or Authorised User as part of the Service, including the Databases and the Analytics and Statistics but excluding any raw Green Data and raw Red Data supplied by or on behalf of the Subscriber itself.

Green Data” means categories of data identified as ‘Green Data’ in Contribution Criteria.

Initial Term” means the initial subscription period set out in the Order Form.

“Intellectual Property Rights” means patents, logos, trademarks, service marks, registered design, utility models, trade or business names, know-how, copyright (including copyright in computer software), rights in databases, design rights, trade secrets and all other intellectual property rights of a similar nature (whether registered or unregistered) and any application anywhere in the world.

Order Form” means the order form to which these T&Cs are attached.

Permitted Affiliates” means the Affiliates of the Subscriber listed in the Order Form as at the date of this Agreement, as such list of Affiliates is updated annually by the Subscriber at the written request of EG and such Affiliates as are acquired or set up from time to time by the Subscriber in the interim period prior to the annual updating of the list of Affiliates from time to time.

Permitted Transferee” means (a) an Affiliate of EG, or (b) a purchaser of all or part of the relevant EG business which includes the Service, or (c) a subcontractor of EG responsible for delivering all or part of the relevant EG business.

Rate of Inflation” means the rate of inflation measured over a 12 month period by the Consumer Price Index, published by the Office for National Statistics (or such index as may replace this index from time to time) as published in August of the year preceding the year for which the relevant Subscription Fee is calculated.

Raw Data” means the data, information and other materials supplied (and in the form and format in which it is supplied) by or on behalf of the Subscriber to the Service

Red Data” means categories of data identified as ‘Red Data’ in Contribution Criteria.

Service” means the service owned and provided by EG known as “Radius Data  Exchange” (or such other name as may be used for the service from time to time) comprising, amongst other things, databases of commercial real estate data and analytics tools.

Start Date” has the meaning given in the Order Form.

Subscriber Data” means data, information and other materials comprising Green Data (and, if the Subscriber so wishes, Red Data) comprising Green Data (and, if the Subscriber so wishes, Red Data)    provided to EG by or on behalf of the Subscriber for use on the Service in accordance with the terms of the Agreement.

Subscriber” means the party identified as such in the Order Form.

Subscription” means Subscriber’s subscription to the Service.

Subscription Fee” means the subscription fee charged by EG for the Subscription in the amount set out in the Order Form for the first year of the Subscription and thereafter as calculated from time to time in accordance with the terms of the Agreement.

Subscription Term” has the meaning given in clause 3.6.

Subscription Year” means each successive 12-month period during the Subscription Term commencing on the Start Date and thereafter each anniversary thereof;

Unauthorised Person” means any person who is not an Authorised User.

Upgrade” shall mean a significant enhancement or improvement to the Service whether in the form of a new or changed functionality or feature or significant improvement in quality or user-friendliness of an existing functionality or feature or depth of service.

Website” means the website via which the Service is accessed.

Working Day” means Monday to Friday inclusive excluding any public holidays in England.

INTERPRETATION

(a)        The term “includes” and any derivatives of such term shall not imply any limitation on the words preceding or following them and shall, in each case, be interpreted as meaning “includes without limitation”;

(b)        a reference to the Agreement includes the schedules to the T&Cs which form part of the Agreement;

(c)        a reference to a ‘clause’ is to a clause in the T&Cs; and

(d)        any headings used in the Agreement are for interpretation only and shall have no effect on the interpretation of the Agreement.

SCHEDULE 2:

THE GDPR – DATA PROCESSING ADDENDUM (“DPA”)

Scope 

1.1.          This DPA applies to EG’s processing of personal data on Subscriber’s behalf under the Agreement. With regard to such processing, Subscriber is the controller of the personal data and EG are the processor of the personal data. This DPA does not apply where EG are a controller of personal data.

Processing 

2.1. EG shall not engage another processor without Subscriber’s prior specific or general written authorisation. In the case of general written authorisation, EG shall inform Subscriber of any intended changes concerning the addition or replacement of other processors, thereby giving Subscriber the opportunity to object to such changes in the manner more specifically set forth herein.

2.2. EG’s processing shall be governed by this DPA under Union or governing Member State law as set forth in the Agreement. In particular, EG shall:

a) process the personal data only on Subscriber’s documented instructions, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by the Union or Member State law governing such personal data. In such a case, EG shall inform Subscriber of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

b) ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

c) take all measures required pursuant to Article 32(Security of Processing) of the General Data Protection Regulation (“GDPR”);

d) respect the conditions referred to in paragraphs 2.1 and 2.3 for engaging another processor;

e) taking into account the nature of the processing, assist Subscriber by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Subscriber’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;

f) assist Subscriber in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to EG;

g) at Subscriber’s choice and/or on expiry or termination of Agreement, delete or return to Subscriber all the personal data after the end of the provision of Service and EG Material relating to processing and delete existing copies unless Union or Member State or other applicable law requires storage of the personal data (which for the avoidance of doubt, does not apply to aggregated or anonymized data);

h) make available to Subscriber all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Subscriber or another auditor at the Subscriber’s mandate;

i) immediately inform Subscriber if, in EG’s opinion, an instruction from Subscriber to EG infringes the GDPR or other Union or Member State data protection provisions.

2.3. Where EG engages another processor for carrying out specific processing activities on Subscriber’s behalf, the same data protection obligations as set out in this DPA shall be imposed on that other processor by way of a contract or other legal act under Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the GDPR. Where that other processor fails to fulfil those data protection obligations, EG shall (subject to the terms of the Agreement) remain fully liable to Subscriber for the performance of that other processor’s obligations.

2.4. The subject-matter of EG’s processing is the personal data provided related to Service and EG Materials under the terms of the Agreement. The duration of the processing is the duration of the provision of the  Services and EG Materials under the Agreement. The nature and purpose of the processing is in connection with the provision of Service and EG Materials under this Agreement. The types of personal data processed are as set out in relevant product descriptions and other types of personal data submitted to the Service. The categories of data subjects are Subscriber’s employees, Authorised Users and clients, prospects, suppliers, business partners and others whose personal data is submitted to the Service.

2.5. The Agreement including this DPA are Subscriber’s complete and final documented instructions to EG for the processing of personal data. Additional or alternate instructions must be agreed upon separately by the parties. EG will ensure that its personnel engaged in the processing of personal data will process personal data only on Subscriber’s documented instructions, unless required to do so by Union, Member State or other applicable law.

Sub-processing 

3.1. Subscriber hereby provide EG general consent to engage other processors for the processing of personal data in accordance with this DPA. EG shall maintain a list of such processors (which EG may update from time to time) and make it available to Subscriber on request. Subscriber may object to the change without penalty by notifying EG within fourteen (14) calendar days after receipt of EG’s notice. Without prejudice to any applicable refund or termination rights Subscriber have under the terms of the Agreement, EG shall use reasonable endeavours to change, modify or remove the affected Services or EG Materials to avoid processing of personal data by such new processor to which Subscriber reasonably object.

Data Subject Rights 

4.1. EG shall, to the extent legally permitted, promptly notify Subscriber of any data subject requests EG receives and reasonably cooperate with Subscriber to fulfil Subscriber’s obligations under the GDPR in relation to such requests. Subscriber shall be responsible for any reasonable costs arising from EG’s providing assistance to Subscriber to fulfil such obligations.

Transfer 

5.1. EG shall ensure that, to the extent that any personal data originating from the UK, Switzerland or EEA is transferred by EG to another processor in a country or territory outside the UK, Switzerland or EEA that has not received a binding adequacy decision by the European Commission or competent national data protection authority, such transfer shall be subject to an appropriate transfer mechanism that provides an adequate level of protection in accordance with the GDPR.

Security Of Processing 

6.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the parties shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

a) the pseudonymisation and encryption of personal data;

b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and

d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

6.2. In assessing the appropriate level of security, account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.

6.3. The parties shall take steps to ensure that any natural person acting under the authority of either party who has access to personal data does not process them except on instructions from Subscriber, unless he or she is required to do so by Union or Member State law.

Personal Data Breach 

7.1. EG shall notify Subscriber without undue delay after becoming aware of a personal data breach and shall reasonably respond to Subscriber’s requests for further information to assist Subscriber in fulfilling Subscriber’s obligations under Articles 33 and 34 of the GDPR.

Records Of Processing Activities 

8.1. EG shall maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of personal data on Subscriber’s behalf, make them available to Subscriber as required.

Audit 

9.1. Audits shall be:

a) Limited to EG’s processing of personal data under the Agreement and compliance with this DPA only;

b) Conducted by an independent third party reputable auditor;

c) Subject to the execution of appropriate confidentiality undertakings;

d) Conducted no more than once per year, unless a demonstrated reasonable belief of non-compliance with the terms of the Agreement has been made, upon thirty (30) days written notice and having provided a plan for such review; and

e) Conducted at a mutually agreed upon time and in an agreed upon manner.

Conflict 

10.1. If there is any conflict or inconsistency between the terms of this DPA and the terms of the Agreement, the terms of this DPA shall control to the extent required by law. Otherwise, Agreement shall control in the case of such conflict or inconsistency.

Radius terms and conditions for contributors (non customers)

  1. GENERAL
    1.1. These terms and conditions apply to the use by an individual, institutional or corporate Contributor(“Contributor ”) of the data, information and editorial content (“Materials”) from uploaded from time to time into EG Radius Data Exchange Contributor User Interface (“Service(s)”) Materials into the Service. As specific on the Contributor Order. These terms and conditions shall apply when you are uploading Material on to the Services and shall be referred to as “Agreement”.

    1.2. Defined terms used in this Agreement can be found in Schedule 1.

  2. PARTY DETAILS
    2.1. The parties to this Agreement are (i) the Contributor, and (ii) LNRS Data Services Limited (company number 151537) trading as EG (“EG”). The Contributor and EG are together referred to as the “Parties” and each is a “Party”.

    2.2. EG’s registered address is Quadrant House, The Quadrant, Sutton, SM2 5AS, England.

    2.3. The Contributor contact details are as provided by the Contributor when subscribing access to Services.

  3. TERM
    3.1. The access to the Service shall provide on the data EG advises and continue for the duration of the Term unless terminated sooner by EG in accordance with the terms of the Agreement.

  4. PROVISION OF SERVICE
    4.1. From the agreed date and for the duration of the Term, EG will provide access to the Service to the Contributor for the sole purpose of the Contributor uploading Material in the Service.

  5. CONTRIBUTORS CONTRIBUTION
    5.1. The Contributor agrees to contribute Materials to the Service that meets certain qualitative and quantitative submission criteria, as notified by EG from time to time (the “Contribution Criteria”).


    5.2. The Contributor has no obligation to provide Red Data (defined in the Contribution Criteria at www.egi.co.uk/radiusdx-terms) and contribution of Red Data is entirely at the discretion of the Contributor. For the avoidance of doubt, if there is any change at any time to the categorisation of Raw Data as Red Data, including if any data which was formerly Red Data is moved to be categorised as Green Data by EG without the agreement of the Contributor, then the Contributor has no obligation to provide that Green Data and such data will be excluded from any Contribution Criteria.

  6. USE OF THE SERVICE
    6.1. It is the Contributor’s responsibility to ensure that it has the compatible equipment and systems necessary to contribute Material to the Service.

    6.2. During the Term, the Contributor may only use the Service in connection with and for the ultimate purpose of uploading Material on the Services.

    6.3. Usernames are unique to the named individual Authorised User and must not be shared or transferred. EG may alter usernames and/or passwords from time to time in accordance with its standard security procedures and shall inform the Contributor accordingly. The Contributor will not, and will procure that each Authorised User will not, disclose to or share any login details( username and passwords) to the Service with any Unauthorised Person.

    6.4. Contributor shall notify EG promptly if it becomes aware or suspects that any Unauthorised Person has obtained a password. EG will alter the password and inform the Contributor accordingly.

  7. CONTRIBUTOR DATA
    7.1. Throughout the Term, the Contributor shall submit Contributor Data to the Service. Contributor is expected to contribute Contributor Data at least once a month. The Contributor shall ensure to submit (and shall ensure that any party acting on its behalf shall submit) information, data and/or materials that, does not infringe the Intellectual Property Rights of any third party (whether such infringement would be because of (i) the submission to the Service, or (ii) use of by EG in accordance with clause 7.5, or (iii) the use of the Contributor Data or any part of it by other Contributors to the Service in accordance with the permitted uses specified in clause 6. For clarification, Contributor shall (for itself and any party acting on its behalf) be responsible to ensure that all data, images, photographs, documents(including .pdfs) or information that is included as a part of Contributor Data does not infringe Intellectual Property Rights of any third party and Contributor shall further ensure that such submitted Contributor Data does not bear any watermarks, metadata, trademarks, logos, tradenames or copyrighted information of any other third party.

    7.2. The Contributor will comply with the data delivery methods specified by EG from time to time (such as but not limited to an API) to contribute Contributor Data to the Service.

    7.3. The Contributor will be responsible to ensure that in relation to any personal data included within the Contributor Data, the Contributor is at all times acting in compliance with the applicable Data Protection Laws including either providing appropriate notices or obtaining any required consents and authorisations for EG’s processing such personal data. The Contributor shall indemnify and keep EG and its Affiliates and officers indemnified from and against any and all costs, liabilities, losses and expenses(including, but not limited to, reasonable legal costs) incurred by EG as a result of any claim by any data subject or third party in relation to processing of such personal data.

    7.4. The Contributor will indemnify and keep EG, its Affiliates and officers indemnified from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable legal costs) incurred by EG as a result of any claim by a third party (not being an Affiliate of EG) that the Contributor Data infringes that third party’s Intellectual Property Rights (each a “Claim”), provided always that the indemnity in this clause 7.3 will not apply to any claim which relates to information and data sourced by EG (other than Contributor Data) or any Red Data contributed by the Contributor, if such Red Data was used by EG other than as permitted in this Agreement;

    7.5. The Parties agree that the above indemnity shall be the Contributor’s sole liability and (other than EG’s termination right ) EG’s sole remedy (whether in contract, tort, misrepresentation or otherwise, including in negligence), howsoever arising in relation to any loss or liability suffered or incurred by EG arising out of or in connection with each Claim.

    7.6. EG shall have sole conduct of any Claim which EG believes to be covered under the indemnity in clause 7.3. The Parties agree that the following will apply to any third party Claim that EG (acting reasonably) believes to be covered by the indemnity in clause 7.3:

    (a) EG will notify the Contributor of any potential Claim promptly upon having received it and will provide the Contributor with such detail as available to EG at the time, and making available further detail promptly as and when it becomes available;

    (b) EG and Contributor shall consult on the progress and approach to the Claim throughout the process;

    (c) EG will not settle or compromise or make any admission of liability, agreement or compromise in relation to any Claim or threatened Claim without the prior written approval of the Contributor not to be unreasonably withheld;

    (e) the Contributor shall provide EG with all reasonable assistance at the Contributor’s cost, and the Contributor shall have the option participate in the defence through its own counsel at its own expense.

    7.7. In relation to the Contributor Data submitted to the Service by or on behalf of the Contributor in its capacity as Contributor, the Contributor hereby grants EG a non-exclusive, non-transferable and non-sub-licensable world-wide, royalty-free, perpetual licence to use (including copying, storing and distributing) such Contributor Data in the following ways:-

    (a) Red Data and Green Data may be used to create anonymised, aggregated data statistics and derived analytics (“Analytics and Statistics”) that may be used on the Service and in other products and services provided by EG;

    (b) Red Data may be used as part of the Service to the Contributor which contributed it, but not as part of the Service for any other Contributors;

    (c) Green Data may be used to populate databases compiled by EG (“Databases”) that may be used in the Service and in other products and services provided by EG;

    (d) Green Data may be used by EG in the Service and in other EG products and services;

    (e) Green Data may be distributed (including by way of sale) by EG to third parties (save as may be agreed between the Parties from time to time), whether as part of the Service or otherwise; and

    (f) Green Data may be amended, enhanced, enriched, co-mingled with other data, and otherwise adapted or used to create derivative works which may be used and distributed by EG both within and outside the Service.

    7.8. Without limiting sub-clauses 7.7 (a)and (b), Red Data is Confidential Information of the Contributor.

    7.9. EG reserves the right to remove any Contributor Data from the Service at its discretion if it has reasonable grounds to believe (or if EG receives notice of any dispute concerning) such Contributor Data) infringing any law or regulation (including any third party’s Intellectual Property Rights or other rights). If EG wishes to so remove any Contributor Data, it will notify the Contributor in reasonable time prior to such removal that it has reasonable grounds to believe such Contributor Data infringes law, regulation and/or third party Intellectual Property Rights and that such Contributor Data will be removed from the Service.

    7.10. EG may, at its sole discretion, retain copies of the Contributor Data submitted to the Service by or on behalf of the Contributor and shall do so until the date falling five (5) years from the date on which the relevant Contributor Data was submitted to the Service.

  8. INTELLECTUAL PROPERTY RIGHTS IN SERVICE AND EG MATERIALS
    8.1. The Contributor acknowledges that all Intellectual Property Rights in the Service (including the underlying software) and the EG Materials vest in EG and/or its Affiliates or licensors. The Contributor acquires no Intellectual Property Rights in the Service or EG Materials and except as expressly permitted by the Agreement the Contributor may not use (nor allow the use of by any Permitted Affiliate or Authorised User) the Service or the EG Materials (save for Contributor Data) in any way that infringes the intellectual property rights in them.

    8.2. Neither the Contributor nor any Authorised User may obscure or remove any copyright, disclaimer or other notices that appear on EG Materials (save for Contributor Data) extracted from the Service.

    8.3. Neither the Contributor nor any Authorised User may use any algorithm, device, method, system or software which is automated to:

    (a) copy, use, search, monitor, mine, extract or scrape EG Materials from the Service provided that this restriction shall not prevent the Contributor downloading EG Materials via the API;

    (b) disable or incapacitate any part of the Service or any usage tracking application or programme used by EG; or

    (c) use the Service or the EG Materials other than as permitted herein.

  9. INTELLECTUAL PROPERTY RIGHTS IN OWN DATA
    9.1. EG acknowledges that all proprietary and Intellectual Property Rights in Contributor Data in the form delivered to the Service by or on behalf of the Contributor vest in the Contributor and this Agreement imposes no limitation on how such Contributor Data is used by any of the Contributor outside the Service. Once delivered to EG for use in the Service, EG shall have the right to use the Contributor Data only as expressly permitted by the Agreement, but shall otherwise obtain no rights in or to the Contributor Data.

  10. USE OF CONTRIBUTOR TRADEMARKS
    10.1. The Contributor hereby grants or procures the grant to EG, a non-exclusive, non-transferable, royalty-free licence to reproduce and display (at EG’s discretion) the Contributor’s name and/or logo (“Contributor Mark”) on the Website for the purpose only of identifying the Contributor as a Contributor to the Service and for no other purpose. EG will comply with all reasonable instructions given to EG by the Contributor regarding use of the Contributor Mark on the Website, including instructions to remove the Contributor Mark at the Contributor’s discretion. The Contributor warrants that it has the necessary rights to grant or procure the grant of the foregoing licence and that EG’s use of the Contributor Mark in accordance with the terms of the licence will not infringe the rights (including the Intellectual Property Rights) of any third party. The Contributor will indemnify EG against any loss and reasonable expenses incurred by EG as a result of a breach of the foregoing warranty resulting in a third party claim against EG, provided that the indemnity will be subject to EG allowing the Contributor to take control of the defence and/or settlement of the relevant claim if the Contributor elects to do so.

    10.2. If the Contributor provides EG with a testimonial regarding the Service, the Contributor hereby grants EG a non-exclusive, non-transferable, royalty-free licence to reproduce and publish (at EG’s discretion) such testimonial on the Website and other media.

  11. FEEDBACK
    11.1. EG may request once a quarter that the Contributor provides feedback regarding the Service for market research purposes. The Contributor will use reasonable endeavours to engage with such feedback process by sending a representative to any feedback meetings of which it is notified by EG.

    11.2. If Contributor provides feedback (written and/or verbal) regarding the Service (“Feedback”), EG shall be sole owner of all rights in (i) the Feedback, and (ii) any enhancements made to Service or new products and/or services created as a result of Feedback received (“Enhancements”). To the extent that Contributor may be deemed by law to own any rights, title or interest in and to the Feedback and/or the Enhancements, Contributor hereby assigns and transfers to EG (by way of assignment of present and future rights) all right, title and interest (including Intellectual Property Rights) in (a) the Feedback, and (b) the Enhancements. Contributor shall not be entitled to any remuneration in relation to the Feedback or the Enhancements (including future equitable remuneration) and hereby waives any applicable moral rights. Feedback shall form part of EG’s Confidential Information and Contributor shall not disclose it to any third parties.

  12. COMMERCIAL CONFIDENTIALITY
    12.1. For the purpose of the Agreement, “Confidential Information” means:

    (a) the terms of this Agreement; and

    (b) any other information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) relating to the Disclosing Party’s business affairs and/or the business affairs of the Disclosing Party’s Affiliates, that is either identified as confidential when disclosed to the Receiving Party or, if not identified as confidential on disclosure, which would be regarded as confidential by a reasonable business person. This includes (but is not limited to) information, data or material concerning the Disclosing Party’s or its Affiliate’s customers, clients, projects, products, services, market opportunities, plans, systems, networks, suppliers, transactions or finances, and information that was disclosed both before and after the date of the Agreement.

    12.2. The Receiving Party will keep the Disclosing Party’s Confidential Information confidential and will not disclose it or any part thereof to any third party other than to its Affiliate(s) for the purposes of exercising their rights or carrying out their obligations under this Agreement or for its internal corporate administration purposes such as financial reporting, legal advice, tax, regulatory and compliance purposes, audit purposes as well as support with corporate communications and invoicing and accounting.

    12.3. The obligations of a Receiving Party pursuant to clause 12.2 shall not apply to any Confidential Information that:

    (a) at the time of disclosure to the Receiving Party, is publicly available; or

    (b) after disclosure to the Receiving Party, becomes publicly available other than through a breach of the obligation set out in clause 12.2 or becomes lawfully available to the Receiving Party from any third party, free from any confidentiality obligation; or

    (c) the Receiving Party is required to disclose by law or order of a court of competent jurisdiction but only to the extent of the required disclosure provided that (where and to the extent lawful) it gives the Disclosing Party an opportunity to address such order; or

    (d) is independently developed by the Receiving Party without reference to such Confidential Information.

    12.4. The Contributor will procure that each Authorised User complies with the provisions of this clause 12.

    12.5. EG will procure that its Affiliates comply with the provisions of this clause 12.

  13. LIABILITY
    13.1. The Service and the EG Materials are provided “as is” and no representations, warranties or covenants are given regarding the accuracy, completeness and/or fitness for purpose of the Service or the EG Materials. Nothing in the Service constitutes advice. To the extent permitted by applicable law, all warranties and other terms implied by statute or common law are hereby excluded.

    13.2. Nothing in this Agreement shall limit either Party’s liability:

    (a) for negligence resulting in death or personal injury;

    (b) for wilful misconduct, fraud or fraudulent misrepresentation; or

    (c) relating to any indemnities that the Party has given under these Terms.

    13.3. The total aggregate liability, of EG whether in contract, tort, misrepresentation or otherwise (including in negligence), howsoever arising of is limited to an amount equal to £1000.00 in the aggregate.

    13.4. Excluding any liability referred to in clause 13.2, neither Party shall have any liability to the other Party whether in contract, tort, misrepresentation or otherwise (including in negligence), howsoever arising, for any:

    (i) special, incidental, indirect and consequential loss or damage of any kind, even if it has been advised on the possibility of such loss or damage;

    (ii) loss of revenue;

    (iii) loss of profits;

    (iv) loss of business opportunity; and

    (v) loss of reputation.

    13.5. A Party shall have no liability for any failure, delay or omission in relation to meeting its obligations under the Agreement arising from any cause beyond its control, including acts of god, acts or regulations of any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.

    13.6. EG’s only obligation to the Subscriber in respect of interruptions to the Service caused by circumstances outside EG’s control shall be to use all reasonable efforts to have the Service reinstated as soon as practicable.

  14. SUSPENSION
    14.1. EG may suspend access to the Service by the Contributor, and Authorised Users without liability or compensation:

    (a) if EG has reasonable grounds to believe that the Contributor, or any Authorised User is in breach of the usage of the Service ; or

    (b) if EG is required to suspend the service by law or by order of the courts; or

    (c) if such suspension is necessary to protect EG’s systems from unauthorised access; or

    (d) for routine maintenance and/or upgrades to EG’s systems and/or the Service. EG will use reasonable commercial efforts to ensure that any such suspension is limited to the minimum period necessary to complete the relevant works;

14.2. Any suspension of the Service pursuant to clause 14.1 will continue until such time as the situation which lead to the suspension is remedied or where EG has a right to terminate this Agreement and exercises that right in accordance with its terms.

  1. TERMINATION
    15.1. The Agreement may be terminated immediately by notice in writing to the Contributor and without liability by EG:

    (a) if the Contributor or any Permitted Affiliate is in breach of any Applicable Law in relation to this Agreement (other than where clause 15.1(b) applies);

    (b) if the Contributor submits (or has submitted on its behalf) information, data and/or materials which infringe (or are subject to a Claim that they infringe) the Intellectual Property Rights of a third party.

    15.2. The Agreement may be terminated by EG if EG is withdrawing the Service from the market without any liability on part of EG.

    15.3. The Agreement may be terminated by a Party (the “Terminating Party”) upon written notice to the other Party (the “Notified Party”) if:

    (a) the Notified Party is (i) insolvent, or (ii) enters into a composition with its creditors, or (iii) is subject to a winding up order, or (iv) passes a resolution for its winding up, or (v) has an administrator or administrative receiver appointed in relation to it, or (vi) any similar actions are taken in connection with the insolvency, administration or liquidation of the Notified Party.

    15.4. Nothing in this Agreement prevents either Party from seeking injunctive relief to prevent or limit breaches of the terms of the Agreement.

  2. CONSEQUENCES OF EXPIRY OR TERMINATION
    16.1. Upon expiry or termination of the Agreement:

    (a) Upon termination for of this agreement, EG will cease to make the Services available to the Contributor, and the Contributor will forthwith return to EG all documentation relating to the Services;

    (b) the Contributor may cease to submit Contributor Data to Service;

    (c) EG may retain all Contributor Data delivered by or on behalf of the Contributor to the Service prior to termination and continue to use the Contributor Data (other than Red Data except where that Red Data is already at the date of termination part of Analytics and Statistics) as permitted pursuant to this Agreement. EG will also return all Red Data delivered by the Contributor and (regardless of the date of delivery) expunge all the Contributor’s raw Red Data from EG’s systems and the Service; and

  3. GENERAL
    17.1. Each of the Parties shall comply with its respective obligations under applicable Data Protection Laws. The Contributor shall ensure that

    17.2. The Contributor recognises that, in the process of accessing and using the Service , it and the Authorised Users will supply personal data. Contributor represents and warrants that it and the Authorised Users have complied with all applicable obligations under the Data Protection Laws in supplying personal data to EG, including providing any required notices and obtaining any required consents and authorisations for EG’s processing such personal data and that it is responsible for its decisions and actions concerning the use and other processing of the personal data.

    17.3. To the extent that EG act as a processor of personal data on Contributor’s behalf, EG will process such personal data in accordance with the Data Protection Laws and, as of May 25, 2018, the GDPR – Data Processing Addendum (“DPA”) attached as Schedule 1 to this Agreement.

    17.4. The Contributor acknowledges and agrees that the services EG provides to provide the Services and Material include (i) compiling statistical and other information related to the performance, operation and use of the Service and Materials, and (ii) use data in aggregated and/or anonymized form for security and operations management or for research and development purposes, provided that such information and data will not identify or serve to identify Contributor or any data subject.

    17.5. The Contributor agrees that while Service provide analysis and insight, the Contributor alone will be responsible for any decisions it may take using insights from Service and EG Material as one of several factors, and that therefore Contributor will be responsible for compliance with any requirements under Articles 21 (Right to Object) or 22(Automated Individual Decision Making and Profiling) GDPR in so far as they might arise as well as for responding to any requests from any data subject (subject to Clause 4 of the DPA).

  4. DATA PROTECTION
    18.1. Supplier Code. As Contributor is a Contributor therefore the Contributor will comply with, EG’s supplier code of conduct found at http://www.relxgroup.com/corporateresponsibility/policies/Pages/Home.aspx.

    18.2. RELX Code. EG will comply with the RELX Group code of ethics and business conduct found at http://www.relxgroup.com/corporateresponsibility/policies/Pages/Home.aspx.

    18.3. Applicable laws. Each Party warrants that it will at all times during the Term, comply with all Applicable Laws (except that this warranty will not apply to the Intellectual Property Rights in any contribution of information, data or materials contributed by or on behalf of the Contributor). “Applicable Laws” means, in relation to a Party, all applicable laws relevant to its duties, obligations and performance under the Agreement, including laws concerning bribery and corruption. Without limitation to the foregoing, each Party shall maintain in place throughout the Term its own policies and procedures relating to anti-bribery compliance, including adequate procedures under the Bribery Act 2010. Neither Party shall, offer, promise, pay, give or authorise any undue financial or other advantage, directly or indirectly, to any commercial contact or to any government official in connection with obtaining a business advantage in relation to this Agreement. Neither Party shall accept any undue financial or other advantage from any person as an inducement or reward for any act or forbearance or in connection with any matter or business transacted in relation to the subject matter of this Agreement. Each Party shall promptly report any apparent breach of this clause 18.3 to the other Party.

    18.4. Assignment. The subscription is personal to the Contributor and may not be assigned without EG’s prior written consent. EG may assign the benefit of the Agreement to an Affiliate.

    18.5. Notices. All notices sent in relation to this Agreement must be in writing and sent to the address of the recipient as provided to the parties. Notice must be given by hand, by commercial courier or by first class pre-paid post and will be deemed to be delivered if sent by hand or commercial courier, on the date of delivery and if sent by first class pre-paid post, 48 hours after posting, provided that where delivery occurs after 6.00 pm on a Working Day, or at any time on a day which is not a Working Day, service will be deemed to occur at 9.00am on the next following Working Day

    18.6. Entire agreement. The Agreement contains the entire understanding between the Parties in relation to the subject matter set out in it, and supersedes all previous understandings (including proposals, negotiations and agreements) relating to such subject matter.

    18.7. Variations. The terms of this Agreement may only be varied by written agreement signed by both Parties.

    18.8. Severability. If any provision of the Agreement is deemed to be illegal or unenforceable, such provision will be deemed to be deleted from the Agreement. Any such deletion will not affect the provisions of the rest of the Agreement nor their enforceability.

    19.1 Third party rights. No one other than a Party to the Agreement may enforce any of its terms.

    19.2 Governing law and jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The Parties agree to the exclusive jurisdiction of the courts of England in relation to any dispute or claim arising out of or in connection with this Agreement.

SCHEDULE 1
DEFINITIONS AND INTERPRETATION

  1. DEFINITIONS
    In the Agreement, the following terms shall have the meaning given:
    “Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party; and “control” means the direct or indirect possession of more than fifty (50%) percent of the power to direct or cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise.
    “Analytics and Statistics” has the meaning given in clause 7.7.
    “API” means EG’s proprietary application programming interface as may be made available to the Contributor by EG to receive data (amongst other things, as may be determined from time to time) from Contributors.
    “Applicable Laws” has the meaning given in clause19.4.
    “Authorised User” means an individual who is employed by or is a contractor to the Contributor;
    “Confidential Information” has the meaning given in clause 12.1.
    “Contribution Criteria” has the meaning given in clause 5.
    “Contributor” has the meaning given in clause 5.
    “Databases” has the meaning given in clause 7.5.
    “Data Protection Laws” means all data protection laws and regulations, including those of the United Kingdom (“UK”), Switzerland, European Economic Area (“EEA”) and the European Union (“Union”), applicable to the processing of personal data under these Terms, including the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”) from May 25, 2018.
    “Green Data” means categories of data identified as ‘Green Data’ in Contribution Criteria.
    “Intellectual Property Rights” means patents, logos, trademarks, service marks, registered design, utility models, trade or business names, know-how, copyright (including copyright in computer software), rights in databases, design rights, trade secrets and all other intellectual property rights of a similar nature (whether registered or unregistered) and any application anywhere in the world.
    “Raw Data” means the data, information and other materials supplied (and in the form and format in which it is supplied) by or on behalf of the Contributor to the Service
    “Red Data” means categories of data identified as ‘Red Data’ in Contribution Criteria.
    “Service” means the service owned and provided by EG known as “Radius Data Exchange” (or such other name as may be used for the service from time to time) comprising, amongst other things, databases of commercial real estate data and analytics tools.
    “Start Date” has the meaning given and agreed between the Parties.
    “Contributor Data” means data, information and other materials comprising Green Data (and, if the Contributor so wishes, Red Data) comprising Green Data (and, if the Contributor so wishes, Red Data) provided to EG by or on behalf of the Contributor for use on the Service in accordance with the terms of the Agreement.
    “Contributor” means the party that has agreed to contribute Material to the Service; .
    “ Term” has the meaning given in clause 3.6.
    “Unauthorised Person” means any person who is not an Authorised User.
    “Upgrade” shall mean a significant enhancement or improvement to the Service whether in the form of a new or changed functionality or feature or significant improvement in quality or user-friendliness of an existing functionality or feature or depth of service.
    “Website” means the website via which the Service is accessed.
    “Working Day” means Monday to Friday inclusive excluding any public holidays in England.

  2. INTERPRETATION
    (a) The term “includes” and any derivatives of such term shall not imply any limitation on the words preceding or following them and shall, in each case, be interpreted as meaning “includes without limitation”;
    (b) a reference to the Agreement includes the schedules to the T&Cs which form part of the Agreement;
    (c) a reference to a ‘clause’ is to a clause in the T&Cs; and
    (d) any headings used in the Agreement are for interpretation only and shall have no effect on the interpretation of the Agreement.

SCHEDULE 2:
THE GDPR – DATA PROCESSING ADDENDUM (“DPA”)

  1. SCOPE
    1.1. This DPA applies to EG’s processing of personal data on Contributor’s behalf under the Agreement. With regard to such processing, Contributor is the controller of the personal data and EG are the processor of the personal data. This DPA does not apply where EG are a controller of personal data.

  2. PROCESSING
    2.1. EG shall not engage another processor without Contributor’s prior specific or general written authorisation. In the case of general written authorisation, EG shall inform Contributor of any intended changes concerning the addition or replacement of other processors, thereby giving Contributor the opportunity to object to such changes in the manner more specifically set forth herein.

    2.2. EG’s processing shall be governed by this DPA under Union or governing Member State law as set forth in the Agreement. In particular, EG shall:

    a) process the personal data only on Contributor’s documented instructions, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by the Union or Member State law governing such personal data. In such a case, EG shall inform Contributor of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

    b) ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

    c) take all measures required pursuant to Article 32(Security of Processing) of the General Data Protection Regulation (“GDPR”);

    d) respect the conditions referred to in paragraphs 2.1 and 2.3 for engaging another processor;

    e) taking into account the nature of the processing, assist Contributor by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Contributor’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;

    f) assist Contributor in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to EG;

    g) at Contributor’s choice and/or on expiry or termination of Agreement, delete or return to Contributor all the personal data after the end of the provision of Service and EG Material relating to processing and delete existing copies unless Union or Member State or other applicable law requires storage of the personal data (which for the avoidance of doubt, does not apply to aggregated or anonymized data);

    h) make available to Contributor all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Contributor or another auditor at the Contributor’s mandate;

    i) immediately inform Contributor if, in EG’s opinion, an instruction from Contributor to EG infringes the GDPR or other Union or Member State data protection provisions.

    2.3. Where EG engages another processor for carrying out specific processing activities on Contributor’s behalf, the same data protection obligations as set out in this DPA shall be imposed on that other processor by way of a contract or other legal act under Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the GDPR. Where that other processor fails to fulfil those data protection obligations, EG shall (subject to the terms of the Agreement) remain fully liable to Contributor for the performance of that other processor’s obligations.

    2.4. The subject-matter of EG’s processing is the personal data provided related to Service and EG Materials under the terms of the Agreement. The duration of the processing is the duration of the provision of the Services and EG Materials under the Agreement. The nature and purpose of the processing is in connection with the provision of Service and EG Materials under this Agreement. The types of personal data processed are as set out in relevant product descriptions and other types of personal data submitted to the Service. The categories of data subjects are Contributor’s employees, Authorised Users and clients, prospects, suppliers, business partners and others whose personal data is submitted to the Service.

    2.5. The Agreement including this DPA are Contributor’s complete and final documented instructions to EG for the processing of personal data. Additional or alternate instructions must be agreed upon separately by the parties. EG will ensure that its personnel engaged in the processing of personal data will process personal data only on Contributor’s documented instructions, unless required to do so by Union, Member State or other applicable law.

  3. SUB-PROCESSING
    3.1. Contributor hereby provide EG general consent to engage other processors for the processing of personal data in accordance with this DPA. EG shall maintain a list of such processors (which EG may update from time to time) and make it available to Contributor on request. Contributor may object to the change without penalty by notifying EG within fourteen (14) calendar days after receipt of EG’s notice. Without prejudice to any applicable refund or termination rights Contributor have under the terms of the Agreement, EG shall use reasonable endeavours to change, modify or remove the affected Services or EG Materials to avoid processing of personal data by such new processor to which Contributor reasonably object.

  4. DATA SUBJECT RIGHTS
    4.1. EG shall, to the extent legally permitted, promptly notify Contributor of any data subject requests EG receives and reasonably cooperate with Contributor to fulfil Contributor’s obligations under the GDPR in relation to such requests. Contributor shall be responsible for any reasonable costs arising from EG’s providing assistance to Contributor to fulfil such obligations.

  5. TRANSFER
    5.1. EG shall ensure that, to the extent that any personal data originating from the UK, Switzerland or EEA is transferred by EG to another processor in a country or territory outside the UK, Switzerland or EEA that has not received a binding adequacy decision by the European Commission or competent national data protection authority, such transfer shall be subject to an appropriate transfer mechanism that provides an adequate level of protection in accordance with the GDPR.

  6. SECURITY OF PROCESSING
    6.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the parties shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:


    a) the pseudonymisation and encryption of personal data;

    b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

    c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and

    d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

    6.2. In assessing the appropriate level of security, account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.

    6.3. The parties shall take steps to ensure that any natural person acting under the authority of either party who has access to personal data does not process them except on instructions from Contributor, unless he or she is required to do so by Union or Member State law.

  7. PERSONAL DATA BREACH
    7.1. EG shall notify Contributor without undue delay after becoming aware of a personal data breach and shall reasonably respond to Contributor’s requests for further information to assist Contributor in fulfilling Contributor’s obligations under Articles 33 and 34 of the GDPR.

  8. RECORDS OF PROCESSING ACTIVITIES
    8.1. EG shall maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of personal data on Contributor’s behalf, make them available to Contributor as required.

  9. AUDIT
    9.1. Audits shall be:

    a) Limited to EG’s processing of personal data under the Agreement and compliance with this DPA only;

    b) Conducted by an independent third party reputable auditor;

    c) Subject to the execution of appropriate confidentiality undertakings;

    d) Conducted no more than once per year, unless a demonstrated reasonable belief of non-compliance with the terms of the Agreement has been made, upon thirty (30) days written notice and having provided a plan for such review; and

    e) Conducted at a mutually agreed upon time and in an agreed upon manner.

  10. CONFLICT
    10.1. If there is any conflict or inconsistency between the terms of this DPA and the terms of the Agreement, the terms of this DPA shall control to the extent required by law. Otherwise, Agreement shall control in the case of such conflict or inconsistency.

PropertyLink terms and conditions (October 2020)

  1. General

1.1 These terms and conditions apply to the access and use by an individual, institution or corporation (“Customer”) to EG’s proprietary platform (“EG Services”) specified in an order form agreed by EG and the Customer (“Order Form”) and to the data, images, text, photographs, information, reporting and analytics features on the EG Service (“Licensed Materials”). These terms and conditions and the terms and conditions in the Order Form shall collectively be referred to as “Conditions”.

1.2 These Conditions will be interpreted in accordance with the laws of England and Wales.

1.3. Provision of EG Services is conditional on continued payment by the Customer of all amounts set out in the Order Form.

1.4. EG is a trading name of LNRS Data Services Ltd.

  1. License Terms and Use Restrictions

2.1 Customer will be given access to EG Services to Submit Listings (each a “Licence”) in the format and volume as stated on the Order Form and more specifically described in these Conditions. All Licences are personal to the Customer named on the Order Form and may not be assigned or transferred.

2.2 Customer may only access and use EG Services to Submit the Listings and may only use the Licensed Material in the normal course of the Customer’s business.

The Customer shall ensure that the Listings are Submitted in accordance with EG’s specifications and any content Submitted is strictly in compliance with all applicable Law and these Conditions.

2.3 Customers and Authorised Users may not (i) systematically or otherwise redistribute the Licensed Materials to customers, prospects or Unauthorised persons; (ii) re-sell the EG Services or any part of the Licensed Materials to others; (iii) download or otherwise copy substantial portions of the Licensed Materials; or (iv) use EG Services in excess of Normal Usage.

2.4 Except where specifically provided otherwise, these Conditions apply to all Licences. The types of Licences are:

Per User License: this licence permits a single individual to access the EG Services Customer and to Submit Listings on EG Service in the Customer’s normal business. Customer shall: (i) obtain the prior written consent of EG prior to any additional individual(s) being granted access to the EG Services; and (ii) promptly notify EG of any changes to the individuals identified in the Order Form.

Site or Multisite License: this licence permits all the Customer’s employees and/or other workers normally located at the physical site(s) specified on the Order Form to access the EG Services and to and to Submit Listings on EG Service in the Customer’s normal business.

Enterprise License; this license permits all the employees and/or other workers of the Customer Group to access the EG Services and to Submit Listings on EG Service in the Customer Group’s normal business. The addition of Affiliates to the Customer Group is subject to the prior written consent of RBI. References in these Conditions to Customer includes the Customer Group provided that the Customer will be liable for acts and omissions of Affiliates as though such acts and/or omissions were the Customer’s own.

  1. Defined Terms

In these Conditions:

Affiliates” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party; and “control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise.

Authorised User(s)” means with respect to the (i) Per User Licence – the named individual(s) identified in the Order Form; (ii) Site Licence – all the Customer employees and/or other workers normally located at the physical site(s) specified on the Order Form; (iii) Enterprise License – all employees and other workers of Customer and its Affiliates; (iv) any third party Service Provider agreed and detailed on the Order Form that is permitted to Submit Listings to the EG Services on behalf of Customer.

Change of Control” means the sale of all or substantially all the assets of a Party; any merger, consolidation or acquisition of a Party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of a Party in one or more related transactions.

Customer” means Customer as detailed on the Order;

EG” means LNRS Data Services Ltd, a company registered in England and Wales, with its registered office at Quadrant House, The Quadrant, Sutton, Surrey, SM2 5AS UK trading as “EG” or “EGI” or “EG”;

Intellectual Property Rights” means copyright and related rights, database rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, patents, rights to inventions, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Law” means as required by applicable declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, or other binding restriction of or by any federal, state, municipal, local, territorial, or other governmental department, regulatory authority, judicial, or administrative body (whether domestic, international, or foreign), as amended from time to time.

Listing(s)” means all content (including without limitation data, information, documents, photos, graphs, images or .pdfs) Submitted by or on behalf of Customer to the EG Services.

Normal Usage” means the usage of the EG Services by Customer to Submit the agreed number of Listings as detailed on the Order Form;

Service Provider” means a service provider that EG agrees is authorised to Submit Listings (or other content) to the EG Services on Customer’s behalf (as will be documented in writing, for example on the Order Form);

Submit” means submit, upload, provide, make available or capture, in each case (i) by means of any technology (including without limitation by way of batch feed via API services ), and (ii) in any form (and Submission, Submits, Submitted, etc shall be construed accordingly).

Unauthorised” in relation to a person means any person other than a Customer, Authorised User or Service Provider, or, in the case of an Enterprise Licence, an Affiliate of Customer but excludes administrative and support staff who provide technical and other support services to a Customer or Authorised Users but do not otherwise use EG Services. Notwithstanding the aforegoing, in all cases, any direct or indirect competitors of EG are Unauthorised.

  1. Intellectual Property Rights and Access

4.1. Passwords are not to be shared with Unauthorised persons or otherwise used by anyone other than the Customer or Authorised User to whom such password is assigned. If EG suspects that a password is being used by an Unauthorised person or anyone other than the Customer to whom such password is assigned or if EG detects use of the EG Services in excess of Normal Usage it may: (i) cancel the relevant password (ii) terminate access for Authorised User(s) as deemed appropriate in the sole discretion of EG; and (iii) and take all appropriate action to deal with such breach including reporting any such activities to the relevant authorities.

4.2 All Intellectual Property Rights, including but not limited to copyright and database rights, in the EG Services and Licensed Materials are and shall remain the property of LNRS Data Services Ltd, its Affiliates or third party licensors.

4.3 Customer, Customer Affiliates, Authorised Users, or Service Providers acquire no proprietary rights in the EG Services or the Licensed Materials and, except as expressly permitted by these Conditions, may not use the EG Services or the Licensed Materials in any way that infringes EG’s Intellectual Property Rights in the EG Services and Licensed Materials or that enables or facilitates any Unauthorised person to do so.

4.4 Customers and Authorised Users may not obscure or remove any copyright disclaimer or other notices that appear on Licensed Materials extracted from the EG Services.

4.5 The Customer shall ensure that the Licensed Materials will not be used in any way or any Listings are Submitted that could reasonably be considered untruthful, misleading, or disparaging of EG or its products or services.

4.6 Customers, Customer Affiliates, Authorised Users and may not make the EG Services or any portion of such Services or Listings available to Unauthorised persons or otherwise assist Unauthorised persons in gaining access to the Services or copies of any Licensed Materials.

4.7 The Customer shall be responsible to ensure that Customer and Authorised Users shall only Submit Listings that are created and produced by Customer and Customer shall ensure that any Listings Submitted shall not infringe any Intellectual Property Rights of any third parties.

4.8 Customers and Authorised Users may not, without EG’s prior written consent, use any automated algorithm, device, method, system or software to: (i) access, use, search, copy, monitor, mine, extract or scrape data or other content from the EG Services; or (ii) disable or incapacitate any part of the EG Services or any usage tracking application or programme used by EG or (iii) procure, encourage or facilitate the carrying out of such acts by Unauthorised persons.

RELX and the RE symbol are trade marks of RELX Group plc, used under license.

  1. Listings and Licence to EG Services

5.1 The Customer shall only Submit (and shall ensure that any party (including Authorised Users, Customer’s Affiliates or Service Providers) acting on its behalf shall only Submit) Listings that Customer has either created itself or in which the Customer has explicit written licensed a right allowing it to Submit to the EG Service and to be used, stored, adapted, accessed, reproduced and made available via the EG Service or similar EG products in accordance with the terms of the Agreement.

5.2 In relation to each Listing Submitted by or on behalf of the Customer, the Customer warrants and represents that:

5.2.1 it, and any Authorised User, Customer Affiliate or Service Provider acting on its behalf, has the right and all necessary consents required to submit the Listing to the EG Service; and neither:

(i) The Submission of the Listing to the EG Service (or any component thereof); nor

(ii) The use, storage, adaptation, access, reproduction, or making available of the Listing or any part of it by EG in accordance with this Agreement; nor

(iii) The use, storage, adaptation, access, reproduction, or making available of the Listing or any part of it by other authorised users of the EG Service when using EG Service,

shall infringe the rights (including the Intellectual Property Rights) of any third party, nor shall cause the Customer, Service Provider nor any Customer Affiliate to be in breach of any obligation under contract or otherwise; and

5.2.2 neither it nor any party acting on its behalf will Submit Listings to the EG Service which has been obtained from third parties unless those third parties have consented to such information, data or materials being Submitted to EG Service as Listings for use, storage, adaptation, access, reproduction, and/ or making available by EG in accordance with the terms of the Agreement.

5.2.3 neither it nor any party acting on its behalf will Submit Listings to the EG Service which contravenes the British Code of Advertising Practice and is in breach of any relevant legislation, including the Equality Act 2010, the Obscene Publications Act and any other legislation or regulation, such as those relating to the provision of Financial Services, which apply to specific Advertisers, products or services.

5.2.4 If any Listing submitted for publication contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or copy by which any living person is or can be readily identified, Customer warrants that the Customer has obtained the authority of such living person to make use of such name, representation and/or copy.

5.2.5 The Customer is solely responsible for fulfilling and dealing with any orders or enquiries relating to Listings and will indemnify and hold RBI harmless accordingly.

5.3 The Customer grants EG a non-exclusive, irrevocable, royalty-free, worldwide, transferable licence to use, store, adapt, access, reproduce, and/ or make available the Listings to: (i) deliver the EG Services to users of the EG Service and (ii) in any other products and services of EG, and warrants and represents to EG that it holds all necessary rights in the Listings to grant such licence.

5.4 EG reserves the right to remove any Listings from the EG Service at its discretion if (i) it has reasonable grounds to believe such Listings (or use, storage, adaptation, access, reproduction, or making available of such Listings by EG) may infringe any Intellectual Property Right or law or regulation; (ii) EG receives notice of any dispute concerning such Listings; (iii) if the person posting the Listing is not an Authorised User; (iv) if a Listing contains any false or misleading information.

5.5 The Customer will indemnify, defend and hold EG, its Affiliates and officers harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, damages or account of profits for infringement of Intellectual Property Rights and reasonable legal costs) incurred by EG directly or indirectly as a result of any claim or course of action made or instituted against EG by any third party in connection with an alleged breach by Customer of clause 5.1 and/ or any representations and warranties contained in clause 5.2 and clause 5.3 or a breach caused by any Unauthorised user (e.g. where an Unauthorised User Submits Listing(s)) where such access was as a result of the Customer or Authorised User(s) facilitating, encouraging or procuring access for such Unauthorised user).

5.6 The Customer will notify EG in writing within 24 hours if it (or any Customer Affiliate or Authorised User) (i) becomes aware that any Listings Submitted to the EG Service gives rise to a breach of clause 5.1 or 5.2, and/or (ii) receives any information regarding an allegation that any Listings Submitted to the EG Service infringes the rights (including the Intellectual Property Rights) of any third party.

5.7 The Customer will take into account and comply with (and will communicate clearly to its Authorised Users, Service Providers and Customer Affiliates) any directions which EG may provide to Customer which are designed to reduce the risk of the Submission of Listings giving rise to any infringement of Intellectual Property Rights or law or regulation.

  1. Verification and Audit

6.1 The Customer shall, within seven days of a written request from EG provide; (i) a list of all individuals who have access to EG Services and/or Licensed Materials on behalf of Customer; or (ii) a certificate signed by an officer of the Customer confirming that the Customer has complied in all material respects with these Conditions and specifically that the Licensed Materials have not been distributed or transmitted, in any form, to any Unauthorised person.

6.2 EG or any other person authorised by EG shall have the right, after giving written notice of ten calendar days, to enter the Customer’s premises during normal business hours and inspect the Customer’s records relating to the use and distribution of the Licensed Materials and access to the EG Services. EG shall treat as confidential all information relating to the Customer’s business that it acquires in the course of such an inspection. EG shall not exercise this right of inspection more than once in each calendar year.

6.3 If an audit performed by EG under this section 6 reveals that the Customer is in breach of these Conditions the Customer will reimburse EG; (i) the reasonable cost incurred by EG in performing the audit; (ii) all fees payable in relation to any Unauthorised person or any other unauthorised use revealed by the audit as having access to the EG Services or the Licensed Materials; and (iii) interest on the above amounts from the date they become payable until the date of payment at the highest rate permitted by applicable law.

6.4 The rights of EG under this section shall continue for the term of the subscription and for 12 months thereafter.

  1. Availability of EG Services

7.1. EG shall use all reasonable endeavours in accordance with standard industry practice to ensure that EG Services are available to Customers and Authorised Users excluding downtime for regular or emergency maintenance which shall be kept to a minimum.

7.2. Time is not of the essence in respect to the delivery of any particular EG Service or Licensed Materials and EG’s sole obligation is to effect such delivery as soon as is practically possible.

  1. Limitations on Liability

8.1 The EG Services and Licensed Materials are provided by EG on an ‘as is’ basis and EG excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose.

8.2 The total aggregate liability of EG to Customer (and its Authorised Users) in connection with use of the EG Services or Licensed Materials (other than for death or personal injury caused by its negligence or that of its agents) shall not exceed the amount paid or payable by the relevant Customer for the then current subscription term. To the extent permitted by applicable law EG shall have no liability to any Customer for any special, incidental, indirect and/or consequential damage of any kind, even if it has been advised on the possibility of such damage.

8.3 The liability of EG to any Customer for interruptions to availability of the EG Services caused by circumstances within its control shall not exceed the amount paid by the relevant Customer for access to the relevant EG Services. The only obligation of EG in respect of interruptions caused by circumstances outside its control shall be to use all reasonable efforts to have the EG Services reinstated.

8.4 EG shall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.

8.5 It is the Customer’s responsibility to ensure that it has the equipment necessary to access the EG Services and receive the Licensed Materials.

  1. Service Provider

9.1 If specifically agreed with EG, EG may, on Customer’s request, permit a Service Provider to Submit Listings on behalf of Customer, provided, at all times that:

(i) Service Provider executes a separate agreement with EG for Submission of Listings on behalf of Customer;

(ii) Service Provider adheres to all directions which EG may provide which are designed to reduce the risk of the Submission of Listings giving rise to any infringement of Intellectual Property Rights or law or regulation; and

(iii) Customer will, at all times, be responsible and liable for the acts and omissions of any of its Service Providers.

9.2 Customer shall immediately notify EG of any changes to the Service Provider. Any changes to the Service Provider shall be agreed in writing.

9.3 EG shall have right at its sole discretion, for any reason and without liability, to deny or withdraw the permission to use any Service Provider access to EG Services on behalf of Customer.

  1. Suspension and Termination

10.1 EG may without notice and without compensation suspend access to any EG Services by a Customer and/or one or more Authorised Users if (i) the Customer is in default of its payment obligations; or (ii) EG has reasonable grounds to suspect the Customer or such Authorised User(s) to be in breach of these Conditions (including for example, but not limited to, sharing passwords that are assigned to a particular Customer or Authorised User or otherwise facilitating, encouraging or procuring access for an Unauthorised user); or (iii) if due to any Change of Control of the Customer or any Service Provider business.
10.2 EG shall be entitled to update, enhance, withdraw or otherwise change the EG Services from time to time.

10.3. EG may terminate the licence relating to the affected EG Services at any time, by giving notice, and unless it terminates under Clause 10.1, may offer a refund of unused portions of time of the remaining term for the affected EG Services.

10.4 On expiry of a subscription without renewal, or on termination or cancellation of a subscription for any reason during the subscription term, the Customer shall cease all use of the EG Services and Licensed Materials immediately and delete all such Licensed Materials from its systems unless otherwise agreed in writing. The undertaking to delete Licensed Materials does not apply to Licensed Materials, which the Customer must retain under any applicable law, rule or regulation, including the rules of a professional body, but such Licensed Materials will remain subject to the remaining terms of this clause.
10.5. The EG Services may be suspended or, at EG’s option, terminated immediately by EG without liability in the event that Customer or any Authorised User is sanctioned by the United Kingdom, the European Union, the United Nations or the United States of America trade sanction regimes.

10.5. Expiry or termination of these Conditions shall be without prejudice to the accrued rights and obligations of the parties and, in particular, sections 3, 4, 5, 6, 7, 8, and 10 shall survive termination for whatever reason.

The Initial Term commences from the Initial Term Start Date (set out above) and ends upon the expiry of the Initial Term Duration (set out above).

The above constitute the only terms and conditions that apply to the subscription, and no other customer terms and conditions whether on purchase orders or otherwise, and whether dated or submitted before or after the date of the Order Form, shall apply.

EG Advertiser terms and conditions (November 2020)

1. Interpretation

1.1. All Advertisements accepted for publication by  EG (‘EG’) in any of its print or online publications are accepted subject to these terms and conditions (“Conditions”). Any other conditions proposed by the Customer  shall be void unless accepted by EG in writing.

EG is a trading name of LNRS Data Services Limited.

1.2. In these Conditions:

Advertiser” means the person whose goods or services are advertised;

Advertisement” means display, recruitment, online, email, mail order and classified advertising and shall include inserts, supplements and re-directed advertisements;

Customer ” means the person placing the order for the insertion of the Advertisement;

Medium” means the print or online publication taking the booking.

EG Site” means the EG website(s) onto which an Advertisement is sold

1.4. All Advertisements are accepted subject to space being available in the Medium.

  1.   Customer  to contract as Principal

2.1. The Customer  warrants that the Customer  contracts with EG as principal notwithstanding that the Customer  may be acting directly or indirectly for the Advertiser as an advertising agent or media buyer or in some other representative capacity. Where the Customer  is the Advertiser’s advertising agency, the Customer  warrants that it is authorised by the Advertiser to place the Advertisement with EG.

3. Delivery and Ownership of materials

3.1. Materials delivered must conform to EG’s specifications. EG reserves the right to charge the Customer  for work it required to amend materials to conform to its specifications but accepts no liability for such work.

3.2. Any intellectual property rights in designs prepared by EG shall remain the property of EG and Advertisements including such designs may not be reproduced without EG’s consent.

4. Booking procedures

4.1. If an Advertisement includes a promotion, competition or a special offer of merchandise the Advertiser must provide full details to EG on request.

5. Prices and Payment terms

5.1. Prices published by EG from time to time are subject to revision at any time and orders are accepted on the condition that the price binds EG only in respect of the period specified in the applicable rate card.

5.2. Series discounts apply only to orders placed in advance and completed within the agreed period. EG reserves the right to adjust advance discounts and/or to surcharge in the event of a series of Advertisements not being completed within that period. If the Customer  cancels the balance of a contract to publish a series of Advertisements, except in the circumstances set out in paragraph 23, it relinquishes any series discount and all Advertisements will be paid for at the appropriate rate.

5.3. Prices are exclusive of applicable Value Added Tax which the Customer  shall additionally be liable to pay to EG.

5.4. Credit accounts must be settled in accordance with the terms shown on the invoice, which are strictly net. In default, all outstanding transactions will become liable for immediate settlement. Interest will be charged monthly on overdue accounts at the rate of 2% above the HSBC Bank plc Minimum Lending Rate.

6. Limitations on EG’s Liability

6.1. Except to the extent specified in paragraph 15, EG shall not be liable for any loss or damage suffered by the Customer  as a result of any total or partial failure (howsoever caused) of publication, distribution or availability of any Medium in which any Advertisement is scheduled to be included or for any error, misprint or omission in the printing of any Advertisement. In the event of an error or omission by EG, which detracts materially from the Advertisement, EG will either reinsert the Advertisement or relevant part of the Advertisement in a subsequent issue or make a reasonable refund of or adjustment to the price paid by the Customer . No reinsertion, refund or adjustment will be made for any other error or omission or where the error or omission is the result of delivery of materials which do not comply with EG’s specifications.

6.2. The total liability of EG to the Customer  for any act or omission of EG, its servants or agents relating to any Advertisement shall not exceed the amount of a full refund of any price paid to EG for the Advertisement or the cost of a reasonably comparable further or corrective Advertisement. Without limiting the foregoing, EG shall not be liable for any loss of profits or business or for indirect or consequential loss. EG accepts no liability for the repetition of an error in an Advertisement ordered for more than one insertion unless notified immediately the error occurs. Complaints regarding reproduction of printed Advertisements must be received in writing within one calendar month of the cover date.

6.3. EG accepts no responsibility for the quality of reproduction of any photograph supplied by the Customer , its agents or servants.

7. Cancellation or suspension

7.1. Cancellation or suspension of an Advertisement by the Customer  must be received in writing by EG within the period specified by the appropriate Medium. Periods for acceptance of cancellation or suspension vary in accordance with differing production requirements.

7.2. EG reserves the right to omit or suspend an Advertisement at any time for good reason, without liability to the Customer  and shall notify the Customer  as soon as possible. If such omission or suspension is due to the act or default of the Customer , the Advertiser or their respective servants or agents, then the Customer  shall pay for the Advertisement in full notwithstanding that the Advertisement has not been published.

7.3. EG reserves the right to cancel any order without liability in the event of becoming aware of any meetings of creditors, bankruptcy, liquidation proceedings, the appointment of a receiver or administrative receiver over the whole or substantial part of the Customer ’s assets, or any indication whatsoever of financial difficulties.

8. Customer ’s Warranties and Indemnities

8.1. The Customer  warrants that the Advertisement does not contravene the British Code of Advertising Practice and is not in breach of any relevant legislation, including the Equality Act 2010, the Obscene Publications Act and any other legislation or regulation, such as those relating to the provision of Financial Services, which apply to specific Advertisers, products or services.

8.2. If any Advertisement submitted for publication contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or copy by which any living person is or can be readily identified, the Customer  warrants that the Customer  or the Advertiser has obtained the authority of such living person to make use of such name, representation and/or copy.

8.3. The Customer  will indemnify and hold harmless EG from and against any claim that the Advertisement infringes the copyright, trademark or other intellectual property rights of any person or that it is defamatory or infringes any other right of any person. EG reserves the right to withdraw and/or refuse to publish an Advertisement without liability to the Customer  if it reasonably believes that the Advertisement may make EG or the Advertiser liable to any complaint, claim or proceedings.

8.4. The Customer  is solely responsible for fulfilling and dealing with any orders or enquiries relating to the goods, services or promotion to which the Advertisement relates and will indemnify and hold EG harmless accordingly.

8.5. The Customer  agrees at all times in its conduct of business with or on behalf of EG strictly to comply with all applicable laws, ordinances, codes, regulations, standards and judicial and administrative orders (jointly “Applicable Laws”) relevant to its duties, obligations and performance including, without limitation, Applicable Laws related to bribery such as the United States Foreign Corrupt Practice Act and the UK Bribery Act and those enforced in the country where the Customer  is resident or conducts its business.

9. Print Advertising

9.1. Copy must be supplied by the Customer  without application from EG. If copy instructions are not received by the agreed date, no guarantee can be given that any agreed proofs will be supplied or corrections made and EG reserves the right to repeat the most appropriate recent copy or omit the Advertisement. Where a layout or proof is submitted to the Customer , it must be returned on the date specified and EG reserves the right to publish the Advertisement in the same form as any layout or proof submitted if the layout or proof is not returned on the date specified. In any of these cases, the total price of the order will remain unaltered.

9.2. If, at its discretion, EG considers it necessary to modify the space or alter the date or position of the Advertisement or make any other alteration to an Advertisement accepted for insertion, the Customer  will have the right to cancel the publication of the Advertisement if the alterations requested are unacceptable.

9.3. Where an Advertisement has been accepted by EG and includes inserts EG reserves the right to charge the full price if the inserts fail to arrive at the agreed time and place for insertion.

9.4. Charges will be made to the Customer  where printers are involved in extra production work owing to acts or defaults of the Customer  or the Advertiser.

9.5. All gross display Advertisement rates are subject to the current Advertising Standards Board of Finance (‘ASBOF’) levy payable by the Customer . Where an order is placed by a Customer  who is an advertising agency, the Customer  will be responsible for paying the levy to ASBOF. Where an Advertiser places advertising direct, EG reserves the right to add the ASBOF levy to its gross rate and pass this direct to ASBOF.

10. Directory Advertising

10.1. EG cannot guarantee the position of any printed Advertisement. Advertisements will be placed as near as possible to the selected position as the page make-up permits. EG reserves the right to modify the wording of any classification or trade heading in the Medium or the Advertisement.

10.2. Requests for cancellation or reduction of an order may be considered but only if received in writing by EG within 28 (twenty eight) days from signing the order providing that such notification is made at least 28 (twenty eight) days prior to the final copy date.

10.3. Changes in printed copy must be confirmed in writing by the Customer  in time for the changes to be made to the Advertisement by EG. EG reserves the right to charge for any additional expenses involved in such changes.

11. Online Advertising

11.1. The Customer  must deliver complete creative content to EG at least 2 working days before 9am on the go-live date in a format which complies with EG’s online ad formats for such content. To cancel or alter an order the Customer  must inform EG by e-mail or fax to the number or address on the order, at least 2 working days before 9am on the go-live date Otherwise, EG may not be able to achieve the specified go-live date but the Customer  must pay the full amount irrespective of whether any delivery target for impressions have been met.

11.2. If the Customer  is supplying creative content or change of creative to be used in rotations, in the form of a redirected advertisement, the Customer  must inform EG in advance.

11.3. If an Advertisement links to another site, the Customer  is responsible for maintaining the link and for the content of the linked site. EG may remove any Advertisement which contains content or links to a site which, in EG’s opinion, is defamatory or objectionable or will bring EG into disrepute. The Customer  will indemnify EG from and against any claims or liability arising from links contained in an Advertisement.

11.4. Advertisements may contain only such information and code as is necessary to run the Advertisement effectively on the relevant EG Site. Advertisements may not contain tags, cookies, beacons or similar technology which identifies users of any EG Site or enables the Customer  or any third party to serve such users with any advertising other than the Advertisement.

11.5. If an Advertisement is supplied which does not comply with these Conditions or EG receives complaints regarding an Advertisement, EG may, at its discretion, remove the Advertisement from display without reference or liability to the Customer .

11.6. Where an Advertisement is sold on a cpm basis, EG will provide the Customer  with delivery statistics and campaign reports on a regular basis throughout the campaign period. The statistics and other reports provided by EG shall, in the absence of manifest error, be binding on the Customer  and are in lieu of any other right of audit.

11.7. The Customer ’s sole remedy if EG, or its third party subcontractors who may host and serve Advertisements from time to time, make an error in displaying any Advertisement is the cost of re-running the relevant Advertisement. Neither EG nor its subcontractors shall be liable for failure to display the Advertisement caused by circumstances outside their control.

12. Recruitment Advertising

12.1. Any Customer  or Advertisers who is either an employment agency or an employment business (as defined by the Employment Agencies Act 1973 (‘the Act’)) must ensure that Advertisements comply with their obligations under the Act and the Conduct of Employment Agencies and Employment Businesses Regulations 2004.

12.2. Buyers and Advertisers agree to deal fairly and professionally with individuals who may respond to a recruitment related Advertisement and to indemnify EG from and against any claim brought by an individual against EG arising from a breach of this obligation or any other of these Conditions.

12.3. EG does not guarantee any response to recruitment related Advertisements or that responses will be from individuals suitable for the job advertised. It is the Advertisers responsibility to carry out such checks and procedures as are necessary to ensure that candidates are suitable for the job advertised and have the required qualifications and personal characteristics.

13. Confidentiality

13.1. Each party acknowledges that Confidential Information may be disclosed to it or otherwise come to its attention. Each party agrees and undertakes that it will hold any Confidential Information in complete confidence and will not disclose it in whole or in part at any time to any third party, nor use Confidential Information for any purpose other than the performance of its obligations under these Conditions. This provision shall survive the termination of these Conditions for any reason for a period of 2 (two) years commencing immediately on the date of such termination.

13.2. Confidential Information shall not include information which:

a) at or prior to the time of disclosure was known to the receiving party or was generally available to the public as evidenced in writing, except to the extent that such information was unlawfully appropriated;

b) at or after the time of disclosure becomes generally available to the public other than through any act or omission on the part of the receiving party;

c) is received from a third party free to make such disclosure without breaching any legal obligation; or

d) is independently developed by the receiving party.

13.3. A party may disclose the other party’s Confidential Information which is required to be disclosed by law, court order or request by any government or regulatory authority or which the disclosing party expressly agrees in writing may be disclosed.

14. Anti-bribery

14.1. Each party represents and warrants to the other that neither it, nor anyone acting on its behalf, will violate any anti-bribery laws or international anti-bribery standards, regardless of their technical applicability to that party. Specifically, each party agrees that it will not, directly or indirectly, pay, promise or offer to pay, or authorize the payment of any money or anything of value to:

14.1.1. an officer, employee, agent or representative of any government, including any department, agency or instrumentality of any government or any government-owned or government controlled entity or any person acting in an official capacity on behalf thereof; or

14.1.2. a candidate for political office, any political party or any official of a political party; or

14.1.3. any other person or entity while knowing or having reason to believe that some portion or all of the payment or thing of value will be offered, given or promised, directly or indirectly, to any person or entity described above;

for the purpose of influencing any act or decision of such government official, political party, party official, or candidate in his or its official capacity, including a decision to do or omit to do any act in violation of the lawful duty of such person or entity, or inducing such person or entity to use his or its influence with the government or instrumentality thereof to affect or influence any act or decision.

14.2. In addition, each party undertakes that no payment will be made to anyone for any reason on behalf of or for the benefit of either party which is not properly and accurately recorded in the books and records of the paying party, including amount, purpose and recipient, all of which will be maintained with supporting documentation. Each party agrees that its books and records relating to transactions contemplated under these Conditions will be subject to audit by the other party at reasonable times as necessary to ensure compliance with the foregoing, and that it will provide the other party with all information it reasonably requests so that it complies with the reporting requirements of all anti-bribery laws and standards, and that it will upon request certify its continued compliance with all anti-bribery laws and standards.

14.3. Each party reserves the right to terminate these Conditions effective immediately if the other party, or anyone acting on behalf of that party, fails to comply with the provisions of this Clause 8.

15. General

15.1. Nothing in these Conditions shall be construed so as to create a partnership, joint venture or contract of employment between the parties.

15.2. If any provision of these Conditions is deemed void, invalid or unenforceable for any reason whatsoever, such voidness, invalidity or unenforceability shall not affect the validity of other provisions of these Conditions and the provisions thus declared void or invalid shall be considered to have been deleted from these Conditions.

15.3. No extension of time or other indulgence which may be granted by either party shall constitute a waiver of the other party’s strict rights under these Conditions.

15.4. These Conditions shall be governed and construed in accordance with the laws of England and Wales.

15.5. Neither party shall be held liable for any loss or failure to perform its obligations under these Conditions due to circumstances beyond its reasonable control.

15.6. Any notices given by either party hereunder shall be given in writing to the recipient at its address set out below (or such address as such party may notify the other for the purposes of these Conditions):

To Customer : the Customer ’s address specified in the Order Form

To EG: EG, LNRS Data Services Limited, Quadrant House, Sutton, Surrey, CM2 5AS, United Kingdom, attention General Counsel

Any such notice shall be deemed to be delivered, if sent by first class post, 48 (forty eight) hours after posting; and, if sent by email, at the time of transmission, if sent to the correct email address and no notice of delivery failure is received.

15.7. These Conditions may not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other, save that either party may assign its rights and obligations under these Conditions to a Group Company or a purchaser of all or part of the business without consent being required.

15.8. These Conditions, which includes the Order Form, constitutes the entire understanding between the parties as to the subject matter hereof and supersedes all previous communications, representations, arrangements, understandings and agreements whether written or oral relating thereto and no variation or amendment to these Conditions shall be effective unless made in writing and signed on behalf of each of the parties hereto.

EG Sponsorship terms and conditions (November 2020)

These terms and conditions will apply to the sponsorship by an individual, institutional or corporate sponsor (“Customer ”) of the event specified in an order form agreement agreed by EG (“EG”) and the Customer  (“Order Form”). These terms and conditions and the terms and conditions in the Order Form shall collectively be referred to as “Conditions”. EG is a trading name of LNRS Data Services Limited

1. INTERPRETATION

1.1 In these Conditions the following terms shall have the following meanings:

Confidential Information means in respect of each party to these Conditions all information (whether in oral, written, graphic, machine recognisable, or sample form) of a confidential or proprietary nature whether or not marked as “Confidential” or “Proprietary” or similar designation, owned, developed, controlled, licensed to or otherwise acquired by or used by that party (whether or not relating to these Conditions) and relating to its business;

“Delegate(s)” mean agreed designated representative(s) of Customer  that may be pre-agreed and permitted to attend the Event under the Sponsorship Package agreed;

“Event” shall mean the events or awards, or other such functions or arrangements as set out in the Order Form;

“Event Date(s)” shall mean the date or dates for the Event set out in the Order Form or such other date(s) on which the Event is held pursuant to these Conditions;

“Force Majeure” shall mean any circumstances outside EG’s reasonable control including, without limitation, war, act of terrorism, riot, civil commotion, strike, lockout or any other industrial action, Act of God, storm, fire, earthquake, flood, electrical failure or action of government or other competent authority;

“Group Company” means any subsidiary, subsidiary undertaking or holding company of a company and any subsidiary or subsidiary undertaking of any such holding company;

Intellectual Property Rights” shall mean patents, inventions, know-how, trade secrets and other confidential information, registered designs, design rights, copyrights, database rights, rights affording equivalent protection to copyright and design rights, trademarks, trade names, service marks, business names, moral rights, registrations and applications to register any of the aforesaid items, rights in the nature of any of the aforesaid items in any country and/or jurisdiction, rights in the nature of unfair competition rights, goodwill, the rights to sue for passing off or other rights in any unregistered trade mark;

“Sponsorship Price” shallmean the sponsorship price specified in the Order Form;

“Sponsorship Package”shall mean the services to be supplied by EG as set out in the Order Form.

“Sponsor’s Trademarks” means the trademarks and logos set out in the Order Form;

1.2 Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting persons shall include bodies corporate, unincorporated associations and partnerships.

1.3 Headings in these Conditions are for convenience only and shall not affect the interpretation of these Conditions.

2. EG’S RESPONSIBILITIES

  1. 2.1 EG shall organise the Event to take place on the Event Date(s) provided that in the event that the holding of the Event on the Event Date(s) becomes impossible or inadvisable in EG’s opinion as the result of Force Majeure EG shall be entitled on notifying the Customer  to hold the Event on alternative dates and all the provisions of these Conditions shall apply as if the Event had been held on the date or dates set out in these Conditions.

2.2 EG shall be responsible for the day-to-day management of the Event and the deployment of such appropriately and adequately qualified staff as are required to organise all aspects of the Event.

2.3 EG shall provide the Sponsorship Package to the Customer  in relation to the Event.

3. SPONSOR’S OBLIGATIONS

3.1 The Customer  shall pay the Sponsorship Price in pounds sterling plus applicable VAT in accordance with the payment terms set out in the Order Form.

3.2 The Customer  shall pay undisputed invoices within 28 days of the date of EG’s invoice.

3.3 EG shall be entitled to charge the Customer  interest on overdue payments at the rate of two per cent above the base rate of HSBC Bank PLC.

3.4 The Sponsorship Price will be refundable only in accordance with the cancellation terms set out in the Order Form.

3.5 The Customer  shall additionally perform any obligations set out in the Order Form as Customer ’s Obligations and will use such reasonable endeavours to provide support and assistance to EG in promoting the Event as may be agreed between EG and the Customer.

3.7 If there are any Customer delegates attending the Event, the Customer  shall be responsible to ensure that Delegates that are designated to attend Event on behalf of Customer , are not residing in a prohibited country or otherwise prohibited in accordance with any sanctions regimes of the European Union, United Kingdom, United Nations or United States of America’s regulatory authorities or any other applicable local regional sanctions) (“Applicable Sanctions”).

For avoidance of any doubts, for any paid attendance by the Delegate at the Event, EG reserves all rights to: (I) suspend or terminate these Conditions or (ii) reject entry or permission for any Delegate to attend an Event or (iii) issue invoice in any alternate currency (other than as agreed on these Conditions) for the Sponsorship Price; or (iv) credit any prepaid Sponsorship Price and  re-invoice Customer  in alternate currency, where permitting such Delegate or continuation of the sponsorship shall expose EG to a potential or actual breach of any Applicable Sanctions.

4. TERM & TERMINATION

4.1 These Conditions shall commence on the order date set out in the Order Form and, subject to its earlier termination in accordance with the provisions of this section, shall continue until the completion of both parties’ obligations under these Conditions.

4.2 EG may terminate these Conditions by written notice to the Customer  if, at its sole discretion, EG cancels the Event.

4.3 Either party may terminate these Conditions by written notice if the other is in breach of any of its material obligations under these Conditions and fails to remedy such breach (if capable of remedy) within 30 (thirty) days of a written notice to do so.

4.4 Either party may terminate these Conditions immediately and without notice if:

(a) the other enters into a composition with its creditors;

(b) an order is made for the winding up of the other;

(c) an effective resolution is passed for the winding up of the other (other than for the purposes of amalgamation or reconstruction on terms approved by the first party);

(d) the other has a receiver, manager, administrative receiver or administrator appointed in respect of it; or

(e) the other becomes insolvent, ceases, or threatens to cease, carrying on business.

4.5 In the event of the termination of these Conditions by EG for any reason, EG’s total liability to the Customer  shall be the refund of any Sponsorship Price actually paid to EG by the Customer .

4.6 The Customer  may by written notice to EG terminate these Conditions at any time before the commencement of the Event subject to the cancellation terms set out in the Order Form.

5. INTELLECTUAL PROPERTY RIGHTS

  1. 5.1 EG shall own all rights in and to the Event and all revenues and costs relating to the Event shall belong to EG.

5.2 The Customer  hereby grants to EG a non-exclusive, royalty free licence to use the Customer ’s Trademarks in relation to the Event for the purpose only of providing the Sponsorship Package and warrants that it is entitled to grant such rights to EG.

5.3 EG hereby grants to the Customer  a non-exclusive, royalty free licence to use the title of the Event and such other trademarks and logos of EG as are reasonably required for the purpose of the Sponsorship Package and warrants that it is entitled to grant such rights to the Customer .

5.4 Each of EG and the Customer  shall comply with the reasonable instructions and guidelines of the other relating to the use of its trademarks and logos.

5.5 Each party shall indemnify and hold harmless the other from and against any claim that use of the other’s trademarks pursuant to these Conditions infringes the Intellectual Property Rights or other right or license of any person.  In the event of a claim in respect of which either party is entitled to claim an indemnity from the other under this section the party claiming the indemnity shall promptly notify the indemnifying party of such claim in writing, shall give the indemnifying party the full conduct of the defence or settlement of any claim and shall make no admission or offer of settlement without the prior written authorisation of the indemnifying party.

6. CONFIDENTIAL INFORMATION

6.1 Each party acknowledges that Confidential Information may be disclosed to it or otherwise come to its attention. Each party agrees and undertakes that it will hold any Confidential Information in complete confidence and will not disclose it in whole or in part at any time to any third party, nor use Confidential Information for any purpose other than the performance of its obligations under these Conditions. This provision shall survive the termination of these Conditions for any reason for a period of 2 (two) years commencing immediately on the date of such termination.

6.2 Confidential Information shall not include information which:

(a) at or prior to the time of disclosure was known to the receiving party or was generally available to the public as evidenced in writing, except to the extent that such information was unlawfully appropriated;

(b) at or after the time of disclosure becomes generally available to the public other than through any act or omission on the part of the receiving party;

(c) is received from a third party free to make such disclosure without breaching any legal obligation; or

(d) is independently developed by the receiving party.

6.3 A party may disclose the other party’s Confidential Information which is required to be disclosed by law, court order or request by any government or regulatory authority or which the disclosing party expressly agrees in writing may be disclosed.

7. LIABILITY

7.1 Nothing in these Conditions shall exclude or restrict either party’s liability for death or personal injury resulting from its negligence.

7.2 Subject to Clause 7.1, the liability of each party as against the other party under these Conditions shall be limited to a maximum sum equivalent to the Sponsorship Price.

7.3 Neither party shall be held liable to the other under contract or tort or for breach of statutory duty or otherwise with reference to any matter arising directly or indirectly out of or related to these Conditions for any indirect, consequential, incidental or punitive loss, damage or liability, including consequential or incidental loss of profits, business, data or the use of data.

8. ANTI-BRIBERY

8.1 Each party represents and warrants to the other that neither it, nor anyone acting on its behalf, will violate any anti-bribery laws or international anti-bribery standards, regardless of their technical applicability to that party. Specifically, each party agrees that it will not, directly or indirectly, pay, promise or offer to pay, or authorize the payment of any money or anything of value to:

8.1.1 an officer, employee, agent or representative of any government, including any department, agency or instrumentality of any government or any government-owned or government controlled entity or any person acting in an official capacity on behalf thereof; or,

8.1.2 a candidate for political office, any political party or any official of a political party; or

8.1.3 any other person or entity while knowing or having reason to believe that some portion or all of the payment or thing of value will be offered, given or promised, directly or indirectly, to any person or entity described above;

for the purpose of influencing any act or decision of such government official, political party, party official, or candidate in his or its official capacity, including a decision to do or omit to do any act in violation of the lawful duty of such person or entity, or inducing such person or entity to use his or its influence with the government or instrumentality thereof to affect or influence any act or decision.

8.2 In addition, each party undertakes that no payment will be made to anyone for any reason on behalf of or for the benefit of either party which is not properly and accurately recorded in the books and records of the paying party, including amount, purpose and recipient, all of which will be maintained with supporting documentation. Each party agrees that its books and records relating to transactions contemplated under these Conditions will be subject to audit by the other party at reasonable times as necessary to ensure compliance with the foregoing, and that it will provide the other party with all information it reasonably requests so that it complies with the reporting requirements of all anti-bribery laws and standards, and that it will upon request certify its continued compliance with all anti-bribery laws and standards.

8.3 Each party reserves the right to terminate these Conditions effective immediately if the other party, or anyone acting on behalf of that party, fails to comply with the provisions of this Clause 8.

9. GENERAL

9.1 Nothing in these Conditions shall be construed so as to create a partnership, joint venture or contract of employment between the parties.

9.2 If any provision of these Conditions is deemed void, invalid or unenforceable for any reason whatsoever, such voidness, invalidity or unenforceability shall not affect the validity of other provisions of these Conditions and the provisions thus declared void or invalid shall be considered to have been deleted from these Conditions.

9.3 No extension of time or other indulgence which may be granted by either party shall constitute a waiver of the other party’s strict rights under these Conditions.

9.4 These Conditions shall be governed and construed in accordance with the laws of England and Wales.

9.5 Neither party shall be held liable for any loss or failure to perform its obligations under these Conditions due to circumstances beyond its reasonable control.

9.6 Any notices given by either party hereunder shall be given in writing to the recipient at its address set out below (or such address as such party may notify the other for the purposes of these Conditions):

To Customer : the Customer ’s address specified in the Order Form

To EG: EG, LNRS Data Services Limited, Quadrant House, Sutton, Surrey, CM2 5AS, United Kingdom,

Attention:  Head of Legal, EG

Any such notice shall be deemed to be delivered, if sent by first class post, 48 (forty eight) hours after posting; and, if sent by email, at the time of transmission, if sent to the correct email address and no notice of delivery failure is received.

9.7 These Conditions may not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other, save that either party may assign its rights and obligations under these Conditions to a Group Company or a purchaser of all or part of the business without consent being required.

9.8 These Conditions, which includes the Order Form, constitutes the entire understanding between the parties as to the subject matter hereof and supersedes all previous communications, representations, arrangements, understandings and agreements whether written or oral relating thereto and no variation or amendment to these Conditions shall be effective unless made in writing and signed on behalf of each of the parties hereto.