Subscription Terms and Conditions

8. WITH INTELLIGENCE’S OBLIGATIONS

8.1. With Intelligence shall perform the Services with reasonable skill and care.

8.2. With Intelligence owes no obligations to the Client to the extent that: (i) the Client’s use of the Services or Software is in breach of any law, the terms this Agreement or contrary to With Intelligence’s instructions, or (ii) where the Client or any third party modifies or alters the Services, Software or any Article in any way except as is expressly approved by With Intelligence in writing.

8.3. If the Services are not delivered in conformance with clause 8.1 then With Intelligence shall use its reasonable commercial endeavours to promptly correct any such non-conformance. Such correction constitutes the Client’s sole and exclusive remedy for any breach of clause 8.1. Notwithstanding the foregoing:

a. All Services, Software, Data and Articles are provided on an ‘as is’ basis.

b. With Intelligence does not warrant that the Client’s use of the Services or Software will be
uninterrupted or error-free nor that the Services and/or the information obtained by the Client
through the Services will meet the Client’s requirements or expectations, whether or not such requirements or expectations were made known to With Intelligence on or prior to the Effective Date;

c. With Intelligence is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks; and

d. the Client acknowledges that all Articles are essentially journalistic in their nature and may, in
part, be based upon the personal opinions of the writer.

8.4. With Intelligence warrants that it has and will maintain all necessary licences, consents, and
permissions necessary for the performance of its obligations under this Agreement.

 

9. CLIENT’S OBLIGATIONS

9.1. The Client shall:

a. promptly provide With Intelligence with:

i. all necessary co-operation in relation to this Agreement;

ii. all necessary access to such information and systems of the Client as may be reasonably required by With Intelligence for the purpose of delivering or providing the Services and Software, including but not limited to Client Data, Client personal data and any security access information necessary for the purpose of configuring the Services and the Software;

b. comply with all applicable laws and regulations with respect to its activities under this Agreement;

c. ensure that the Authorised Users use the Services and the Software in accordance with the terms of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement and any act or omission of an Authorised User which relates to the Services or Software; and

d. be solely responsible for procuring and maintaining such network connections and
telecommunications links as may be necessary to access the Services; and

e. ensure that it has all the necessary licences and consents of any third-party applications, services, products, technologies or content (“Third-Party Services”) which are required for access to the Services and, if applicable, Software.

 

10. CHARGES AND PAYMENT

10.1. The Client shall pay the Fees to With Intelligence within thirty (30) days from the date of the invoice.

10.2. If With Intelligence has not received payment in accordance with the payment terms attached to the invoice and by the due date indicated then, without prejudice to any other rights and remedies of With Intelligence:

a. With Intelligence may, without liability to the Client, suspend all or part of the Services and the license to the Software until such time that any amounts owing to With Intelligence are paid; and

b. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank Plc from time to time, commencing from and including the due date and continuing until fully paid, whether before or after judgment.

10.3. All amounts and fees stated or referred to in this Agreement:

a. shall be payable in pounds sterling unless otherwise stated on the Order Form or agreed in writing by With Intelligence;

b. are non-cancellable and non-refundable; and

c. are exclusive of value added tax, which shall be added to With Intelligence’s invoices at the
appropriate rate.

10.4. With Intelligence shall, upon giving to the Client not less than 30 days’ notice prior to the end of the Initial Term or then current Renewal Period (as applicable), be entitled to increase the Subscription Fees and the Software Fees, such increase to take effect from the beginning of the immediately succeeding Renewal Period.

10.5. In the event that the Client or any Affiliate of the Client that has a right to access the Services, and Software is a party to a Transfer:

a. this Agreement shall remain in full force and effect;

b. With Intelligence may offer the Client a Merger Fee; and

c. unless and until the Client pays the Merger Fee, the Client agrees that no person who was (or, after the Transfer, is) an employee, contractor or other personnel of the relevant third party prior to the Transfer shall access, use or benefit in any way from the Services or the Software or shall otherwise be deemed to be Authorised User(s) under this Agreement.

 

11. PROPRIETARY RIGHTS

11.1. The Client acknowledges and agrees that With Intelligence and/or its licensors shall at all times retain full ownership of all Intellectual Property Rights in the Articles, the Data, the Services and the Software. Except as expressly stated herein, this Agreement does not grant the Client any rights or licences to or in any copyright, database right, patents, trade secrets, trade names or trademarks or other intellectual property rights (whether registered or unregistered) that With Intelligence owns, controls or has licensed from a third party. “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights including all applications for (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.

 

12. CONFIDENTIALITY

12.1. Each party may be given access to Confidential Information relating to the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:

a. is or becomes publicly known other than through any act or omission of the receiving party;

b. was in the other party’s lawful possession before the disclosure;

c. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

d. is independently developed by the receiving party, which independent development can be
shown by written evidence; or

e. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

12.2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

12.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of this Agreement.

12.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of
Confidential Information caused by any third party.

12.5. This clause 12 shall survive termination of this Agreement, however arising.

 

13. LIMITATION OF LIABILITY AND INDEMNITY

13.1. This clause 13 sets out the entire financial liability of With Intelligence (including any liability of With Intelligence for the acts or omissions of its employees, agents and sub-contractors) to the Client:

a. arising under or in connection with this Agreement;

b. in respect of any use made by the Client of the Services, the Software or any part of them; and

c. in respect of any representation, statement or tortious act or omission (including negligence)
arising under or in connection with this Agreement.

13.2. Except as expressly and specifically provided in this Agreement:

a. the Client assumes sole responsibility for results obtained from the use of the Services and the Software, and for conclusions drawn from such use, including but not limited to any trading,
investment or commercial decisions;

b. With Intelligence shall have no liability for any damage caused by errors or omissions in any
information, instructions, advice, opinion, recommendation, guidance, forecast, judgment,
publication, conclusion or any course of action (or inaction) of the Client or any client of Client or for any scripts provided to the Client by With Intelligence in connection with the Services, Software, or any actions taken by the Client, made or taken in reliance of, or based on, any of the Services (including in any Data or Derived Data), the Software or at With Intelligence’s direction or suggestion;

c. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

d. the Services and the Software are provided to the Client on an “as is” basis in accordance with clause 8.3.a.

13.3. Nothing in this Agreement excludes the liability of either party:

a. for death or personal injury caused by that party’s negligence; or

b. for fraud, fraudulent misrepresentation or wilful misconduct.

13.4. Subject to clause 13.2 and clause 13.3:
a. Neither party shall be liable to the other whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement;

b. With Intelligence’s total aggregate liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise, arising in connection with the
performance or contemplated performance of this Agreement shall be limited to the greater of (i) the aggregate of the total Subscription Fees and Software Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose; or (ii) £500; and

c. With Intelligence shall not be liable to the Client in the event that the Client is in breach of any of its obligations under this Agreement, including but not limited to those set out at clause 9.

13.5. With Intelligence shall indemnify the Client for any amounts finally awarded against them by a court of competent jurisdiction or agreed by With Intelligence to be paid in settlement in each case under any third party claim of an infringement of that third party’s Intellectual Property Rights brought against the Client (together with the Client’s reasonable outside attorney’s fees incurred in defending such claim) as a direct result of the Client’s use of the Services and/or the Software (“Indemnified Claim”). The indemnity in this clause 13.5 shall be the Client’s sole remedy against With Intelligence in respect of the Indemnified Claim and is subject to the Client: (i) giving With Intelligence prompt written notice of the Indemnified Claim; (ii) making no admission in respect of the Indemnified Claim; and (iii) providing reasonable assistance and cooperation to With Intelligence (at With Intelligence’s cost) in respect of the Indemnified Claim.

 

14. TERM AND TERMINATION.

14.1. The Services shall be provided for and the licence for the Software shall be granted for the
Initial Term and, unless otherwise expressly agreed, shall automatically renew at the end of the Initial Term or then current Renewal Period for successive Renewal Periods unless this Agreement is terminated in accordance with clause 14.2 of this Agreement.

14.2. Either party may terminate this Agreement: (a) with effect from the end of the Initial Term or then current Renewal Period by giving the other party gives written notice at least 30 days prior to the expiry of the Initial Term or then current Renewal Period (as applicable); (b) if With Intelligence no longer has the right to license or distribute a material part of the Services or the Software; (c) if the other party commits a breach of any material term or condition of this Agreement and does not cure such breach within 30 days’ written notice to do so; or (d) if the other party’s assets are transferred to an assignee for the benefit of creditors, to a receiver or to a trustee in bankruptcy, a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within 60 days, or the other party is adjudged bankrupt.

14.3. Any termination does not relieve either Party of any liability incurred prior to such termination, or for Client’s payment for unaffected Services and Software. Upon the termination of this Agreement, or any Order Form; all Fees and any other sums owed by the Client at the date of termination shall automatically and immediately become due and payable.

14.4. Upon any expiration or other termination of an Order Form, all licenses (including, without
limitation, to the Software) granted under same immediately will terminate. The Terms and
Conditions t will continue to apply to any Order Forms that have not been so terminated. The license to the Software shall automatically terminate upon the expiry or earlier termination of the Third Party Services agreement through which access to the Software is provided.

14.5. Except as is otherwise expressly stated in this Agreement, the Client may not permanently
retain any Data or Articles, including: (a) in any file or on any hard drive, server or other form of
memory; or (b) in any printed form. The Client represents and warrants that upon any expiration or termination of this Agreement or an Order Form, as applicable, the Client will immediately: (i) discontinue all use of Services, Software, Articles, Data associated with any expired or terminated Order Forms; (ii) destroy any items relating to the Services, (including but not limited to Data, Software, Articles) and purge any Articles, Data from all electronic media; (iii) deinstall the Software; and (iv) upon request from With Intelligence provide written certification to With Intelligence that the Client has complied with this clause 14.5. With Intelligence reserves the right to audit the Client’s databases and systems to ensure its compliance with this clause

14.5. In the event that With Intelligence learns that the Client has not complied with the terms of this 14.5 then With Intelligence may invoice the Client for a Renewal Period for each year that the Client is or has been in breach of this clause 14.5.

14.6. In the event that the Client terminates this Agreement pursuant to clause 14.2 (b), (c) or (d)
then With Intelligence shall refund the Client a pro-rated amount in respect of any prepaid Fees for the User Subscriptions.

 

15. FORCE MAJEURE

15.1. Neither party be in breach of this Agreement or shall owe any liability to the other if it is
prevented from or delayed in performing its obligations or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of With Intelligence or any other party), failure of a utility service or transport or telecommunications network, pandemic, epidemic, public health emergency, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the other is notified of such an event and its expected duration. If the period of delay or non-performance continues for three months, the party not affected may terminate this Agreement by giving 30 days’ written notice to the affected party.