General Subscription Terms of Business ("Terms")

These Terms, the applicable Product Schedule(s) and the Order Form together form the Agreement between the Company and the Customer.

DEFINITIONS

The following definitions apply throughout this Agreement and all Schedules. Where a term is defined in both these General Terms and a Product Schedule, the Schedule definition prevails for that Schedule.

Clause, schedule and paragraph headings do not affect interpretation. Words in the singular include the plural and vice versa. References to legislation include any amendment, re-enactment or replacement. References to “writing” or “written” include email but exclude fax.

1. The Agreement

1.1. Scope. The Customer’s use of the Products is governed by this Agreement and any additional policies or guidelines notified to the Customer in writing by the Company from time to time, provided that no such policy or guideline shall materially increase the Customer’s obligations or reduce the Customer’s rights without the Customer’s prior written consent.

1.2. Precedence. In the event of any inconsistency or conflict between the documents forming the Agreement, the Order Form prevails, then the applicable Product Schedule, then these Terms.

1.3. Product-specific terms. Product-specific terms apply only to the Product to which they relate. A Product Schedule forms part of the Agreement where it is identified in the Order Form or is otherwise clearly applicable to the Product purchased by the Customer, including by reference to the Product name, description, access type or features set out in the Order Form. Where no Product Schedule applies to a Product, the Customer’s access to and use of that Product shall be governed by the Order Form and these Terms only.

2. Grant of Licence

Subject to the terms of this Agreement and in exchange for the Fees or other good and valuable consideration, the Company grants the Customer a limited, non-exclusive, non-transferable, revocable right to access and use the relevant Product(s) and Content during the Term for the Customer’s internal business purposes, including in connection with the provision of professional, legal, consulting, advisory or other services to its clients, provided that any use remains subject to the restrictions set out in this Agreement. All rights not expressly granted are reserved by the Company.

3. Accounts, User Access and Security

3.1. To access certain Products, the Customer must register and create one or more accounts (each an “Account“) by providing a username, password and contact information. Each Account may only be used by the individual Authorised User to whom it is assigned. Sharing, selling or transferring Accounts or passwords is strictly prohibited.

3.2. The Customer is responsible for maintaining the confidentiality of all Account credentials and for all activities conducted under those credentials.

3.3. The Customer agrees, and shall procure that each Authorised User agrees, to:
(a) provide registration information that is true, accurate, current and complete and to maintain and update it promptly;
(b) keep passwords strictly confidential and maintain adequate administrative controls to ensure password security;
(c) notify the Company as soon as reasonably practicable upon becoming aware of or suspecting any unauthorised use of an Account or password; and
(d) not impersonate any person or misrepresent the Customer’s identity or affiliation.

3.4. Each Authorised User must register using a valid business email address as their username.

3.5. If the Company reasonably suspects that the Customer has provided false or incomplete information, that there is unauthorised use of an Account, or that an Account shows fraudulent or abusive activity, the Company may require payment for additional licences and/or restrict, suspend or terminate access on written notice.

IP Authentication

3.6. Where the Company grants a multi-user licence, the parties may set up IP address authentication for automatic log-in. The Customer shall submit only IP addresses specific to its permitted users and shall notify the Company promptly of any changes. Only permitted users may access the Product via the multi-user licence.

Permitted Scope

3.7. The type of access granted, the number of Authorised Users, the definition of any Benefiting Group, and any usage limitations applicable to each Product are as specified in the Order Form (together, the “Permitted Scope“). The Customer’s access to each Product is limited strictly to its Permitted Scope.

3.8. All obligations and restrictions applicable to Authorised Users under this Agreement, including those relating to permitted use, content restrictions, confidentiality and AI, apply equally to all persons granted access within the Permitted Scope.

3.9. Where the Permitted Scope includes a Benefiting Group, the Customer shall maintain appropriate administrative controls to keep membership current and accurate and shall notify the Company promptly of any material changes that affect access entitlements.

3.10. Where the Permitted Scope does not define a fixed number of users, access remains subject to any technical or usage limitations notified by the Company from time to time.

Usage and Fees

3.11. The Fees payable under each Subscription are calculated by reference to the Permitted Scope set out in the Order Form and the expected level of usage. Where:
(a) the Permitted Scope permits only a set number of Authorised Users to access the Product and the number of active users or the composition of any permitted group exceeds the Permitted Scope set out in the Order Form; or
(b) actual usage otherwise materially exceeds the agreed scope or number of Authorised Users reflected in the Order Form,

3.12. the Customer shall be liable for additional Fees in respect of such excess at the Company’s then-current list price. The Company also reserves the right to require the parties to agree a revised fee structure, including during the Term where the excess is significant, or at the next renewal. Nothing in this clause limits the Company’s rights under clause 8 (Fees and Payment) or clause 13 (Compliance).

3.13. If the Customer wishes to increase the number of Authorised Users during a Term, the parties shall negotiate and sign a variation or new Order Form, which shall include additional Fees as agreed between the parties.

3.14. No refunds or pro-rata discounts will be given for unused Authorised Users or Accounts not activated due to errors in the details provided by the Customer.

Suspension of Access

3.15. Without limiting any other rights or remedies, the Company may suspend access to any Product immediately where it reasonably believes the Customer or any Authorised User is in material breach of this Agreement, including misuse of Content, or prohibited AI-related activity.

4. Customer’s Obligations

4.1. The Customer undertakes to the Company that it shall:
(a) perform its obligations under this Agreement;
(b) comply with all Applicable Laws; and
(c) maintain all authorisations, permits and approvals required to perform its obligations under this Agreement.

4.2. The Customer warrants and represents that it will not:
(a) download, copy, store, display or distribute any part of the Content or Product in any medium except as expressly permitted by this Agreement;
(b) alter or modify any part of the Product other than as reasonably necessary to use it for its internal business purposes;
(c) alter any Content or remove any copyright or other proprietary notices;
(d) install, post or distribute substantial portions of the Content online or create a database using any portion of the Product or Content;
(e) use the Product to build a competing product or service, or sublicence, sell or commercially exploit the Product; or
(f) reverse-engineer, decompile or disassemble any software accessed through the Product.

4.3. No automated access. Any use of the Product by automated means (including mechanical, programmatic, robotic, scripted, spider or bulk-download methods) is strictly prohibited. The Customer shall not scrape, harvest, systematically retrieve or bulk download Content. Notwithstanding this, incidental caching by a standard web browser, use of accessibility tools, and any automated access expressly authorised in writing by the Company (including via API) are permitted.

4.4. No interference. The Customer will not:
(a) interfere with, interrupt, destroy or limit the functionality of any Product or supporting software, hardware or telecommunications equipment;
(b) use any Product in any manner that could damage, disable, overburden or impair any Company server or network;
(c) gain or attempt to gain unauthorised access to any Product, other accounts, computer systems or networks connected to any Company server; or
(d) obtain or attempt to obtain any materials or information through any means not intentionally made available through the Product.

4.5. The Customer may not use, and may not authorise any third party to use, the Product or Content in any manner that could:
(a) substitute for or compete with the Product or Content;
(b) compete with the Company’s or Company Parties’ business; or
(c) adversely affect the Company’s network or servers.

4.6. If the Company’s performance is prevented or delayed by any act or omission of the Customer, the Company may suspend performance on written notice until the Customer remedies the default. The Company shall not be liable for any costs or losses arising from the Customer’s failure to perform its obligations.

5. Permitted Use of Products

5.1. The Customer may download, print, photocopy, distribute and digitally store limited extracts of Content available via the Products, to the extent permitted by Applicable Laws, solely for internal business purposes, including in connection with the provision of professional, legal, consulting, advisory or other services to its clients, provided that any use remains subject to the restrictions set out in this Agreement. For these purposes, “limited extracts” means reasonable excerpts of Product or Content materials circulated within the Customer’s organisation to the extent reasonably necessary for the Customer’s internal business purposes, provided that appropriate attribution to the Company is given and no Product or Content materials are distributed, sublicensed, made available to third parties, or reproduced wholesale or in isolation from the Products.

5.2. The Customer shall:
(a) ensure Authorised Users adhere to the Intellectual Property Rights provisions and do not breach this Agreement;
(b) ensure only Authorised Users have access to Content and Product; and
(c) use reasonable endeavours to protect Content and Product from unauthorised use and promptly notify the Company upon becoming aware of any unauthorised use and take all reasonable steps to ensure it ceases.

5.3. Credit and attribution. Any approved external use of Content must include a clear attribution statement in the form similar to: “Reprinted from [or ‘Excerpted from’/’Based on’] [REPORT NAME], published on [DATE]. © [YEAR] [relevant Centellic entity name]. All rights reserved.” unless otherwise agreed in writing.

5.4. External Use. Except to the extent expressly permitted in the applicable Order Form and these Terms, the Customer shall not publish, distribute, make available or otherwise use Content outside its organisation without the Company’s prior written consent. The Company may approve such use subject to additional fees, usage limitations and attribution requirement.

6. Third Party Content; Linking

6.1. Third party opinions. The Product may contain views and statements of third parties. The Company neither endorses nor warrants any such content. The Customer should evaluate the accuracy of any third-party information and seek professional advice as appropriate.

6.2. External links. Where a Product includes links to third-party services or resources (each an “External Site”), the Customer uses those links at its own risk. The Company does not control and is not responsible for any External Site, and shall not be liable for any Losses arising from the Customer’s use of, or reliance on, any External Site.

6.3. Third Party Licensed Content. Content may contain materials provided under licence from third parties and may be subject to additional use, access, reproduction, distribution, storage, attribution or other licence restrictions. The Customer shall comply with any restrictions applicable to such third-party content. Where there is any conflict between this Agreement and any restrictions applicable to Third Party Licensed Content, the restrictions applicable to the relevant Third Party Licensed Content shall prevail solely in relation to that content.

6.4. Customer linking. The Customer may link to freely available pages of a Product on its own website provided it does not: replicate the Product homepage; frame or border the Product; imply endorsement by or misrepresent the Customer’s relationship with the Company; use Company logos or trademarks without prior written permission; or link from a website containing unlawful, infringing or objectionable content.

6.5. The Company does not grant any permission, clearance, release or licence in respect of any third-party names, logos, trademarks, images, likenesses or other third-party materials that may appear within the Content. The Customer is solely responsible for determining whether any additional permissions are required for its intended use of such materials.

7. Company’s Obligations

7.1. Subject to the Customer’s compliance with this Agreement, the Company shall perform its obligations with all reasonable care and skill, including operating the systems and technology platforms underlying the Products.

7.2. Modifications. The Company may change, suspend, withdraw or replace any Product, feature or Content where it reasonably considers this necessary for legal, regulatory, editorial, commercial, technical or operational reasons. During the term of a paid Subscription, the Company will not make changes that materially reduce the core functionality of the relevant Product as a whole.

8. Fees and Payment

8.1. Fees exclude all shipping, handling and applicable taxes. The Company may deduct or withhold taxes as required by Applicable Laws.

8.2. The Company shall invoice the Customer at the frequency set out in the Order Form. The Customer shall pay all invoices in full, without set-off, counterclaim, deduction or withholding (except as required by Applicable Laws), in cleared funds to the account nominated by the Company in accordance with the Order Form payment terms.

8.3. The Company may increase Fees prior to any Further Term on written notice to the Customer before the start of that Further Term. The Fees for each Further Term will increase to reflect the Company’s then-current standard pricing for the relevant Product or comparable services. 

8.4. If any amount is not paid when due, the Company may charge interest on the overdue amount, from the due date until payment in full, at the highest rate permitted under the applicable governing law. This is without prejudice to the Company’s other rights and remedies under this Agreement.

9. Intellectual Property Rights

9.1. The Company or its licensors own all Intellectual Property Rights in the Products and Content. No title or ownership in the Products or the Content passes to the Customer under this Agreement.

9.2. The Company grants the Customer a revocable, non-exclusive licence during the Term to use the Company’s Logo solely as required to provide proper attribution and citation of the Products, in accordance with the Company’s branding guidelines as notified from time to time.

9.3. The Customer shall not, and shall not permit anyone else to, reproduce, copy, distribute, publish, sell, create derivative works of, or otherwise use any Intellectual Property Rights in the Products without the Company’s prior written consent.

9.4. The Customer grants the Company a limited right to use its Logo for the purpose of performing obligations under this Agreement and to designate the Customer as a customer in the Company’s marketing communications and on its websites.

10. Use of Artificial Intelligence

10.1. Where any Product includes AI Tools, the Company will ensure all AI Tools are provided in accordance with Applicable Laws. Unless otherwise expressly agreed by the Customer, the Customer acknowledges that AI Tools operate within a retrieval-augmented generation (“RAG“) framework that does not involve Customer data in the training or fine-tuning of any machine learning or third-party AI models.

10.2. The Customer shall not, and shall procure that Authorised Users and any third parties do not, use the Products, Content or any Outputs:
(a) for the primary purpose of training, fine-tuning, benchmarking, embedding, vectorising or otherwise developing any machine learning or AI technology (including Generative AI); or
(b) in combination with external AI models or technologies without the Company’s prior written consent.

10.3. Where an AI Tool generates Outputs from Customer Inputs, the Customer warrants that:
(a) it has all rights, licences and permissions needed to provide Inputs to the Products;
(b) there will be human oversight of all use of AI-powered features at all times;
(c) it will evaluate Outputs for accuracy and appropriateness before use or sharing; and
(d) it will not rely on Outputs as a sole source of truth or as a substitute for professional advice.

10.4. The Intellectual Property Rights in Inputs are retained by the Customer. To the extent any Intellectual Property Rights subsist in Outputs, and to the extent such Outputs incorporate, are derived from, or are informed by the Company’s proprietary Content, data or materials, the Intellectual Property Rights in such Outputs shall be owned by the Company. Subject to the foregoing, the Company grants the Customer a non-exclusive, worldwide, royalty-free licence to use, reproduce and share Outputs for the Customer’s internal business purposes. The Company will not use identifiable Customer Inputs or Outputs for any purpose other than providing the Products without the Customer’s prior written consent.

11. Confidentiality

11.1. Each party undertakes, during the Term and for three (3) years after its termination or expiry, not to disclose to any person any Confidential Information of the other party, except as permitted by clause 11.2.

11.2. Each party may disclose Confidential Information:
(a) to employees, officers, representatives, contractors and advisers who need to know it for the purposes of this Agreement, provided each such person complies with this clause 11; and
(b) as required by law, a court of competent jurisdiction or a governmental or regulatory authority.

11.3. Neither party shall use the other’s Confidential Information for any purpose other than exercising its rights and performing its obligations under this Agreement.

11.4. The obligations in this clause 11 do not apply to information that the receiving party can demonstrate:
(a) is or becomes publicly available other than through breach of this Agreement;
(b) was lawfully known to it before disclosure;
(c) is lawfully disclosed to it by a third party without restriction; or
(d) is independently developed by it without use of the disclosing party’s Confidential Information.

12. Data Protection

12.1. The parties acknowledge that, in respect of any personal data shared or otherwise processed in connection with the Customer’s use of the Products, each party acts as an independent Data Controller. Each party determines, independently and for its own lawful purposes, the purposes and means of its processing of such personal data, including for account administration, access management, compliance, security, customer communications and the provision or receipt of the Products. For the avoidance of doubt, such personal data may include business contact details, account registration information, access and usage data, communications data and compliance records. Neither party processes such personal data on behalf of the other, and nothing in this Agreement appoints either party as the processor, agent, joint controller, service provider or contractor of the other. Each party shall comply with its own obligations under applicable Data Protection Laws and, in the case of the Company, the Company’s Privacy Policy.

12.2. The Company has implemented and will maintain commercially reasonable technical and organisational measures designed to protect personal data against accidental or unlawful loss, destruction, alteration, unauthorised disclosure of, or access to, such personal data. While no system can be guaranteed to be completely secure, the Company will comply with its obligations under applicable Data Protection Laws in relation to the security of personal data.

12.3. Each party is responsible for providing any required privacy notices, establishing an appropriate lawful basis and complying with all transparency, data subject rights and accountability obligations applicable to its own processing of personal data under Data Protection Laws.

12.4. This clause 12 is in addition to, and does not relieve, remove or replace, either party’s obligations under the Data Protection Laws.

13. Compliance

13.1. Each party shall:
(a) comply with all Applicable Laws relating to anti-bribery and corruption, anti-tax evasion and facilitation of tax evasion, anti-money laundering, anti-terrorist financing, economic sanctions and export controls, anti-slavery and human trafficking, and anti-fraud;
(b) not engage in any activity, practice or conduct that would constitute an offence under any such laws;
(c) comply with the Company’s Code of Conduct as published on the Company’s public website (in the version in force at the date of the Order Form, subject to not less than 30 days’ prior written notice of any material amendment) and maintain adequate policies and procedures to ensure compliance; and
(d) notify the Company immediately upon becoming aware of any breach or potential breach of this clause 13.

13.2. The Customer shall ensure that any person associated with it or any member of the Customer’s group who uses the Products does so only in accordance with this clause 13.

13.3. Where the Customer’s usage data indicates that usage may have exceeded the Permitted Scope or other agreed limits, the parties shall review the relevant usage data in good faith. If, following such review, the Company reasonably determines that the Customer has exceeded the agreed limits, the Company may invoice for any additional Fees properly due in respect of such excess usage.

14. Limitation of Liability

14.1. Disclaimer. Except as expressly provided in this Agreement, all Products and Content are provided on an “as is”, “as available” basis. Unless explicitly stated elsewhere in this Agreement, the Company and the Company Parties disclaim all warranties, express or implied. The Company does not warrant the ongoing availability of any Content or the life of any Subscription. These disclaimers apply to the fullest extent permitted by Applicable Laws.

14.2. Nothing in this Agreement limits any party’s liability which cannot lawfully be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

14.3. Subject to clause 14.2:
(a) neither party shall be liable (whether in contract, tort or otherwise) for any: loss of profits, sales, business or opportunity; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; cost of wasted management time; business interruption; or any indirect or consequential loss, damage, costs or expenses; and
(b) each party’s aggregate liability for all Losses arising under or in connection with this Agreement (whether in contract, tort or otherwise) shall not exceed three (3) times the total Fees paid or payable by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim.

14.4. The aggregate cap in clause 14.3(b) does not apply to either party’s:
(a) obligation to pay Fees and other amounts properly due;
(b) indemnification obligations;
(c) breach of clause 10 (Use of Artificial Intelligence); or
(d) breach of confidentiality obligations under clause 11 (Confidentiality), where each party’s aggregate liability for all Losses arising shall not exceed five (5) times the total Fees paid or payable by the Customer under the Agreement.

14.5. No claim may be brought more than 36 months after the cause of action arises, to the fullest extent permitted by Applicable Laws.

14.6. No professional advice. The Customer acknowledges that the Company is not a law firm and does not offer legal or business advice. The Company shall have no liability arising from any reliance the Customer places on Content published through the Products. All Content is for information only and is not intended to constitute advice on which the Customer should rely.

14.7. Company warranties. The Company warrants that during the Term the Products, when used in accordance with this Agreement, will not infringe the Intellectual Property Rights of any third party. Additional product-specific warranties are set out in the relevant Product Schedule.

15. Indemnities

15.1. Customer indemnity. The Customer shall indemnify and hold harmless the Company and the Company Parties from and against any Losses to the extent resulting from:
(a) the Customer’s or any Authorised User’s material breach of clause 5 (Permitted Use of Products), clause 10 (Use of Artificial Intelligence), clause 11 (Confidentiality) or clause 12 (Data Protection);
(b) any Input, data or other materials provided by or on behalf of the Customer infringing any third-party rights or breaching Applicable Laws; or
(c) the Customer’s use of the Products otherwise than in accordance with this Agreement, in each case subject always to clause 14 (Limitation of Liability).

15.2. Company indemnity. Subject to clause 15.3, the Company shall indemnify and hold harmless the Customer from and against any Losses arising from a third-party claim that the Products, when used in accordance with this Agreement, infringe any Intellectual Property Rights. This indemnity does not apply where a claim arises from:
(a) the Customer’s or any Authorised User’s breach of this Agreement;
(b) any modification not made by or on behalf of the Company;
(c) any combination with materials not provided by the Company where the claim would not have arisen but for such combination; or
(d) use outside the scope of the rights granted under this Agreement.

15.3. Claims procedure. As a condition of any indemnity under this clause 15, the party seeking indemnification (the “Indemnified Party“) shall:
(a) notify the other party (the “Indemnifying Party“) promptly of the claim;
(b) not admit liability or settle the claim without the Indemnifying Party’s prior written consent; and
(c) take reasonable steps to mitigate its losses. The Indemnified Party shall grant the Indemnifying Party sole authority to avoid, dispute, compromise or defend the claim, provided that the Indemnifying Party shall not enter into any settlement imposing obligations, restrictions or liability on the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld.

15.4. Remedies for IP claims. The Company may, at its option and expense:
(a) procure the right for the Customer to continue using the affected Products;
(b) modify or replace them so they no longer infringe, without materially reducing core functionality; or
(c) if neither is commercially reasonable, terminate the affected Subscription or Order Form and refund prepaid Fees for the unused period. This clause 15.4 sets out the Customer’s sole and exclusive remedies for IP infringement claims against the Products.

16. Term and Termination

16.1. Unless otherwise agreed in the Order Form, following the Initial Term, the Agreement automatically renews for successive periods equivalent to the Initial Term (each a “Further Term”) unless either party gives not less than 90 days’ prior written notice of non-renewal before the end of the then-current Term.

16.2. Without prejudice to any other rights or remedies, either party may terminate this Agreement with immediate effect on written notice if the other party:
(a) commits a material breach that is not remediable; or
(b) commits a remediable material breach but fails to remedy it within 30 days of receiving written notice.

16.3. The Company may terminate this Agreement with immediate effect on written notice if any consent, licence, permission or authorisation held by the Customer is revoked or modified such that the Customer can no longer comply with its obligations under this Agreement.

16.4. Either party may terminate this Agreement with immediate effect on written notice if the other party:
(a) becomes insolvent or is unable to pay its debts as they fall due;
(b) has a receiver, administrator, administrative receiver or liquidator appointed over it or any material part of its assets or business;
(c) passes a resolution for winding-up or is subject to a court order to that effect; or
(d) enters into any composition, scheme of arrangement or voluntary arrangement with its creditors generally. For the avoidance of doubt, this clause 16.4 applies in addition to, and does not limit, the rights under clause 16.2.

16.5. For the avoidance of doubt, neither party is entitled to terminate this Agreement for convenience. Termination may only occur in accordance with this clause 16.

16.6. Accrued rights. Cancellation, termination or expiry of this Agreement does not affect any accrued rights or liabilities of either party, nor relieve the Customer of any obligation to pay Fees accrued to the date of termination.

16.7. Post-termination. On termination:
(a) all rights granted to the Customer automatically terminate and the Customer shall immediately cease to access the Products; and
(b) the Customer shall remove all electronic copies of Content from its systems within 30 days of termination; and
(c) each party shall, on the other party’s written request, promptly return or destroy all Confidential Information of the other party in its possession or control (except to the extent retention is required by Applicable Laws), and shall certify in writing that it has done so.

16.8. Survival. The following clauses survive termination: clause 5 (Permitted Use of Products), clause 8 (Fees and Payment), clause 9 (Intellectual Property Rights), clause 10 (Use of Artificial Intelligence), clause 11 (Confidentiality), clause 12 (Data Protection), clause 14 (Limitation of Liability), clause 15 (Indemnities), clause 16.6 (Accrued rights) and clause 21 (Governing Law, Jurisdiction and Disputes), together with any provision expressed to survive or which by its nature is contemplated to survive termination.

17. Force Majeure

Except in relation to the Customer’s obligation to pay Fees, neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in performance resulting from a Force Majeure Event. The time for performance shall be extended accordingly. Either party may terminate this Agreement on written notice if a Force Majeure Event continues for more than 60 days.

18. General

18.1. The parties acknowledge and agree that:
(a) this Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations and understandings concerning its subject matter;
(b) the Customer does not rely on any statement or representation not set out in this Agreement and shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement;
(c) if any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect;
(d) a waiver of any breach does not constitute a waiver of any subsequent breach;
(e) no variation of this Agreement is effective unless agreed in writing and signed by authorised representatives of each party;
(f) the rights and remedies of each party are cumulative and the exercise of any one right or remedy does not limit the exercise of any other; and
(g) nothing in this Agreement creates any partnership, joint venture or agency between the parties.

18.2. Update to Terms. The applicable version of these Terms and any Product Schedule is the version identified in, or made available at the URL stated in, the Order Form as at the Order Form Effective Date, unless the Order Form states otherwise. The Company may update online terms from time to time, but any update that materially increases the Customer’s obligations or materially reduces the Customer’s rights shall not apply during the then-current Subscription term unless agreed in writing by the Customer.

18.3. Notices. Any notice given under or in connection with this Agreement shall be in writing and shall be:
(a) delivered by hand or sent by pre-paid first class post to the address set out in the Order Form; or
(b) sent by email to the address set out in the Order Form. A notice is deemed received:
(i) if delivered by hand, at the time of delivery;
(ii) if sent by post, at 9.00am on the second Business Day after posting;
(iii) if sent by email, at the time of transmission, unless the transmission is sent outside Business Hours, in which case at 9.00am on the next Business Day.

19. Assignment

19.1. The Company may assign its rights or obligations under this Agreement:
(a) to a Company Party at any time; or
(b) on reasonable notice to a third party in connection with a merger, sale of assets or change of control, provided that such assignment does not materially adversely affect the Customer’s rights under this Agreement.

19.2. The Customer may not assign its rights or obligations without the Company’s prior written consent.

20. Third Party Rights

This Agreement is intended to benefit the Company and the Company Parties to the extent that any Product or Content is provided by, or any right under this Agreement is exercised by, a Company Party. Subject to Applicable Law, the Company and the Company Parties may enforce this Agreement on its own behalf and on behalf of other Company Parties.

21. Governing Law, Jurisdiction and Disputes

21.1. This Agreement and any dispute or claim arising out of or in connection with it is governed by:
(a) the laws of the State of New York (without regard to its conflict of law principles), if the contracting Company entity is incorporated in the United States; or
(b) English law, if the contracting Company entity is incorporated in the United Kingdom or any other jurisdiction.

21.2. The courts having exclusive jurisdiction over any dispute or claim arising out of or in connection with this Agreement shall be:
(a) the state and federal courts located in New York County, New York, if the contracting Company entity is incorporated in the United States; or
(b) the courts of England and Wales, if the contracting Company entity is incorporated in the United Kingdom or any other jurisdiction. If a dispute arises, the parties shall first endeavour to reach a resolution by nominating a senior-level representative from each party to negotiate in good faith. If the dispute is not resolved within 30 days of the date on which either party gives written notice to the other that a dispute has arisen (or such longer period as the parties may agree in writing), either party may refer the dispute to the courts specified in this clause 21.2.

21.3. Nothing in clause 21.2 prevents either party from seeking injunctive, equitable, specific performance or other urgent relief. The Customer acknowledges that Content is highly proprietary and that unauthorised copying, transfer or use may cause the Company damage not adequately compensated by monetary damages alone.

Last Updated: August 13th 2026