DataPoints Services - Service Specific Additional Terms

In these Service Specific Additional Terms the following terms have the following meanings:

2.1 Where the Client has purchased DataPoints Services to run for a Service Period, the Client shall only have access to the DataSet(s) allocated by THE to that Service Period. Access to any historical DataSets that predate the Service Period are not included in the DataPoints Services unless they have been specifically purchased by the Client.

2.2 THE will use reasonable skill and care in the provision of the DataPoints Services and will endeavour to begin supply of DataPoints Information 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.

2.3 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 Section 5 of the Order Form.

2.4 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.

3.1 The Parties agree that this Paragraph 3 shall take precedence over Clause 2 of the General Terms and Conditions in relation to the DataPoints Services.

3.2 The Contract shall begin on the Effective Date and shall, unless terminated earlier in accordance with Clause 10 of the General Terms and Conditions, continue in full force and effect for the Initial Term. The Term of this Contract shall automatically be extended for one year (an Extension Period) at the end of the Initial Term and at the end of each Extension Period, unless either Party gives written notice to the other, not later than 30 days' before the end of the Initial Term or the relevant Extension Period, to terminate this Contract at the end of the Initial Term or the relevant Extension Period, as the case may be.

4.1 The Client shall pay THE the Charges in advance for the DataPoints Services as set out in Section 4 of the Order Form, for which THE shall be entitled to submit invoices either annually as a pro-rated proportion of the Charges or in full as a one-off payment.

4.2 Invoices shall identify the particular Services to which they relate and the time of their performance.

4.3 Charges are payable within 30 days of the Client's receipt of THE's invoice and are exclusive of all taxes, charges, duties and levies (which the Client shall pay in addition at the rate and in the manner prescribed by law, subject to receipt of a invoice).

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 property of THE or THE's licensors (as appropriate) at all times and are protected by copyright and other laws, and (2) 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; and

(viii) 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 THE's 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 on a full indemnity basis (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; and

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

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 Clause 9.1 of 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 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).

7.2 In the event that the Client terminates the Contract in accordance with Paragraph 10.2 of the General Terms and Conditions or Paragraph 7.1, 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.