Additional Terms – DataPoints Subscription Terms and Conditions

1.1 The following terms and conditions (“Terms”) apply to the Agreement between THE World Universities Insights Limited (referred to below as “THE”, “us”, “we”, “our”) and you.

1.2 The agreement between you and us comprises of: (a) the Subscription Agreement; (b) these Terms; and (c) any documents referred to in the Subscription Agreement or these Terms, (the “Agreement”).

1.3 Your DataPoints Service will commence on the date you accept these Terms & Conditions. Your continued access to the DataPoints Service is conditional upon payment of the Service Fee. If you fail to pay the Service Fee, we shall be entitled to suspend your access to all DataPoints Services.

2.1 In these Additional Terms the following terms have the following meanings:

2.2 The Contract is subject to the applicable provisions of THE's General Terms and Conditions, and THE's Additional Terms: Data Portal, all of which are incorporated by reference and form part of the DataPoints Service Specific Additional Terms as if set out in full herein. If there is any inconsistency between any of those terms and the DataPoints Service Specific Additional Terms, the terms of the DataPoints Service Specific Additional Terms shall prevail.

3.1 THE will use reasonable skill and care in the provision of the DataPoints Services and will endeavour to provide access to DataPoints no later than 14 days after the Effective Date (but this may not be possible if information provided by third parties (including the Client) that THE requires in order to do so does not arrive in a timely fashion). THE will endeavour to notify the Client where there is likely to be a delay in the supply of the DataPoints Information. THE reserves the right to change the format, frequency, presentation and content of the DataPoints Services or the DataPoints Information without reference to the Client.

3.2 By supplying the Client with the DataPoints Services, THE grants the Client a non-transferable, non-exclusive licence to use the DataPoints Information on the terms of the Contract. The Contract allows the Client restricted use of the DataPoints Information by the number of users in Appendix 1 (Service Particulars).

3.3 In the event that the Client is either acquired by or acquires a third party which itself possesses a licence to access the DataPoints Services, upon (i) expiry of the Term, or (ii) any anniversary of the Effective Date during an extension of the Term; or (iii) the expiry of the third party's licence (whichever occurs soonest), the Parties may agree to replace or amend the Contract so as to effect the consequent merging of the two entities' DataPoints Services and reflect the increased user base and the accompanying increase in the Charges.

4.1 The Subscription Service Fee is payable by you, into a bank account designated by us in writing or by credit card within thirty (30) days of receipt of our invoice. Your DataPoints Service will start from the Effective Date and, unless you or we have cancelled your DataPoints Service under Clause 7, will automatically renew on the day after the Subscription End Date, provided you have paid your Subscription Service Fee in accordance with Clause 4.2.

4.2 For renewals, the Subscription Service Fee for the forthcoming period (“Subscription Renewal Period”) is payable by you, into a bank account designated by us in writing or by credit card, within thirty (30) days of receipt of our invoice ("Subscription Renewal Payment Date"). If the Subscription Service Fee remains outstanding by the Subscription Renewal Payment Date, your DataPoints Service will be cancelled, and the Agreement will automatically terminate, and the provisions of Clause 7 shall apply.

4.3 The Subscription Service fee shall automatically increase for each Subscription Renewal Period in line with the percentage increase in the Consumer Prices Index in the twelve (12) month period immediately preceding the current Subscription End Date. We will notify you of any increase in the Subscription Service Fee via e-mail no later than 90 days' prior to the start of the next Subscription Renewal Period. We will issue an invoice to you for the Subscription Renewal Period 30 days’ prior to the current Subscription End Date.

4.4 The Subscription Service fee is not refundable, except as expressly set out in these Terms.

5.1 The Client confirms and agrees (as appropriate) that:

(a) (1) the DataPoints Information and all Intellectual Property Rights in or relating to the DataPoints Information and the DataPoints Services are and shall remain THE 's property during the Term (and any extension period (as applicable)) and afterwards, (2) all rights in the DataPoints Information belong to THE or THE's licensors (as appropriate) and are protected by copyright and other laws and (3) the Client may be held legally responsible for any Intellectual Property Rights infringement which is caused by the Client's failure to abide by the terms of the Contract; and

(b) it will at all times:

(i) ensure that its employees are made aware of and comply with the terms of the Contract and will only disclose or permit the disclosure of the DataPoints Information to the Client's employees in accordance with the Contract;

(ii) use the DataPoints Information solely for the Client's own internal requirements and only in the course of its business;

(iii) keep exclusive possession of and control over the DataPoints Information;

(iv) keep the DataPoints Information confidential and not disclose it or in any way make it available in whole or in part to any third party;

(v) effect and maintain adequate security measures to safeguard the DataPoints Information from access or use by any third party;

(vi) notify THE immediately if the Client become aware of any unauthorised disclosure, use or copying of the DataPoints Information;

(vii) maintain and provide to THE upon request a complete and accurate record of the Client's use of the DataPoints Information, (8) comply with all reasonable requests that THE makes to establish and maintain a compliance system to monitor the Client's use of the DataPoints Information; and

(c) the DataPoints Information does not constitute any form of advice, recommendation or arrangement by THE and shall not be relied upon by the Client in making (or refraining from making) any specific investment or other business or personal decisions – THE recommends that professional advice should be obtained before making any such decision; and

(d) it must not, nor knowingly permit anyone else to:

(i) copy the DataPoints Information or alter, obscure, remove, interfere with or add to any of the trade marks, trade names, markings or notices affixed to or contained in the DataPoints Services or the DataPoints Information at the time it is delivered to the Client;

(ii) use (whether directly or indirectly), any of our trade marks or logos without THE's prior written consent;

(iii) create a competing product or service from any of the DataPoints Information that THE supplies to it; and

(e) in the event that the Client breaches its obligations under the Contract then (without prejudice to any other rights or remedies which may be available to THE):

(i) THE may, in its absolute discretion, suspend the DataPoints Services or provision of further DataPoints Information; and

(ii) the Client will fully compensate THE for any loss or damage whatsoever (including costs, penalties, interest and any necessary payments made in order to settle or compromise any claim) which THE suffers or incurs directly or indirectly as a result or in respect of the Client's breach. For the avoidance of doubt, THE retains the right to exclude the Client from any future rankings, whether provided as part of the DataPoints Services or otherwise, in the event of the Client's breach of the Contract, in addition to the other remedies that may be available to THE in such an eventuality.

6.1 THE is not liable for the supply of DataPoints Information which is incorrect or illegible, or for late or non-arrival of the DataPoints Information, but THE will replace illegible DataPoints Information free of charge within 7 days of a request from the Client.

6.2 The Client acknowledges that due to the number of sources from which THE obtains DataPoints Information and (where applicable) the nature of electronic distribution via the World Wide Web:

(a) THE does not give any warranties in respect of the DataPoints Services or DataPoints Information, except THE hereby warrants that it is the owner of such Intellectual Property Rights as may subsist in the DataPoints Information, to the extent that it comprises a database, as such term is defined in the Copyright, Designs and Patents Act 1988;

(b) the DataPoints Information and DataPoints Services are provided on an "as is" basis without guarantee of accuracy or completeness;

(c) THE does not give any warranty that the DataPoints Services will be error free or uninterrupted;

(d) THE does not guarantee the availability or timeliness of the DataPoints Services or DataPoints Information; and

(e) save to the extent set out in the Contract, all implied warranties or conditions of satisfactory quality, merchantability and fitness for a particular purpose are excluded to the fullest extent permitted by law.

6.3 For the avoidance of doubt, THE's provision of the DataPoints Services to the Client is not intended to and does not guarantee that the Client's place in any relevant rankings or ratings will be improved, and THE is not responsible for any change in ranking or rating that the Client may experience during or after the Term.

6.4 Subject to the General Terms and Conditions, THE shall not be liable in contract, tort (including negligence), breach of statutory duty or otherwise for:

(a) any loss arising from failure by the Client to use the DataPoints Services or the DataPoints Information in accordance with the Contract; or

(b) any loss arising as a result of any third party bringing a claim in respect of any of the above types of loss.

7.1 Either party may cancel your DataPoints Service prior to its renewal by providing the other party with 30 days’ written notice prior to the current Subscription End Date.

7.2 In addition to the termination rights (if any) specified in the General Terms and Conditions, the Client may terminate the Contract at any time, on giving 30 days prior written notice to THE, in the event that the DataPoints Portal is unavailable for a period of 14 consecutive days (save where the period of unavailability, or any part thereof, is caused by a force majeure event).

7.3 In the event that the Client terminates the Contract in accordance with the General Terms and Conditions or Paragraph 7.2, the Client shall be entitled to a refund of the Charges that the Client has paid in advance (calculated on a pro-rata basis) in respect of the remainder of the Term.

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