Standard Terms and Conditions

Version 1.3

1. Interpretation 
   1. The definitions and rules of interpretation in this clause apply in this Subscription Agreement.
   2. The following definitions shall apply: 
      1. Authorised Users: those employees, officers, and directors of the Client who are authorised by the Client to use the Services and the Documentation on behalf of a Subscribed Entity for the Permitted Purpose.
      2. Acceptable Use Policy: the acceptable use policy made available via the Service URLs or otherwise provided in writing by the Supplier to the Client, as may be Updated from time to time.
      3. Billing Period: the period described in clause 13.2.
      4. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
      5. Confidential Information Policy: the confidential information policy made available via the Service URLs or otherwise provided in writing by the Supplier to the Client, as may be Updated from time to time.
      6. Client: the legal person as defined in the Order Form.
      7. Client Data: the data inputted by or on behalf of any Client Party, for the purpose of using the Services and/or the Documentation or facilitating the Client's use of the Services and/or the Documentation.
      8. Client Systems: all software and systems used by or on behalf of the Client, any of its or their direct or indirect sub-contractors, or any Authorised User in connection with the provision or receipt any of the Services or that the Services otherwise, link, inter-operate or interface with or utilise (in each case whether directly or indirectly).
      9. Client Party: the Client, a Subscribed Entity, an Authorised User, or any person instructed by the Client (together, the "Client Parties").
      10. Data Processing Addendum: the Supplier's data processing addendum made available via the Service URLs or otherwise provided in writing by the Supplier to the Client, as may be Updated from time to time.
      11. Documentation: the document(s) made available to the Client by the Supplier online via the Service URLs or otherwise provided in writing by the Supplier to the Client, which sets out a description of the Services and the user instructions for the Services, as may be Updated from time to time.
      12. Force Majeure: an event or sequence of events beyond a Party's reasonable control preventing or delaying it from performing its obligations under the Subscription Agreement (provided that an inability to pay is not Force Majeure), including the failure of any third party to provide services upon which the Supplier relies to deliver the Services, any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet.
      13. Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Client or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
      14. Initial Subscription Term: the initial term of each Subscription Licence, as set out in the Order Form.
      15. Inside Information: information of a precise nature which has not been made public, relating, directly or indirectly, to one or more issuers of financial instruments or to one or more financial instruments and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments.
      16. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service 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, database rights, 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.
      17. Licence Start Date: the commencement date of each Subscription Licence, as set out in Schedule 1 of the Order From.
      18. Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
      19. Order Form: the electronic order form (including its schedules (if any)) entered into by or on behalf of the Client and the Supplier in relation to the Services.
      20. Party or Parties: the Supplier and/or the Client, including their permitted successors and assigns.
      21. Permitted Purpose: the management of insider lists on behalf of a Subscribed Entity subject to EU Market Abuse Regulation (596/2014) ("EU MAR"), or EU MAR as amended by the UK Market Abuse Exit Regulations 2019 ("UK MAR").
      22. Relevant Licence Period: the period described in clause 21.4.
      23. Relief Event: any breach of the Subscription Agreement by the Client or any Force Majeure.
      24. Renewal Period: the period described in clause 21.2.
      25. Service URLs: insiderlist.com, its subdomains, or any other website notified to the Client by the Supplier from time to time.
      26. Services: the subscription services provided by the Supplier to the Client under the Subscription Agreement via the Service URLs, as more particularly described in the Documentation and the Order Form.
      27. Software: the online software applications provided by the Supplier as part of the Services.
      28. Standard Terms and Conditions: these terms and conditions made available via the Service URLs or otherwise provided in writing by the Supplier to the Client, as may be Updated by the Supplier from time to time.
      29. Subscribed Entity or Subscribed Entities: the legal person(s) specified the Order Form.
      30. Subscription Agreement: the agreement between the parties for the supply and purchase of the Services, which is made up of the Order Form, the Standard Terms and Conditions, Data Processing Addendum, the Acceptable Use Policy, and the Confidential Information Policy.
      31. Subscription Licence: a licence granted pursuant to clause 2.
      32. Subscription Licence Fee: the amount paid by the Client to the Supplier per annum for each Subscription Licence, as set out the Order Form.
      33. Subscription Term: has the meaning given in clause 21.3 (being the Initial Subscription Term together with any subsequent Renewal Periods for each Subscription Licence).
      34. Supplier: the legal person defined in the Order Form.
      35. Update: has the meaning given in clause 19.2, and Updated shall be construed accordingly.
      36. Update Notification: has the meaning given in 19.1.
      37. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
      38. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
   3. Clause, schedule and paragraph headings shall not affect the interpretation of the Subscription Agreement.
   4. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
   5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
   6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
   7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
   8. A reference to a statute or statutory provision is a reference to as amended, extended, re-enacted, or consolidated from time to time.
   9. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
   10. A reference to writing or written includes e-mail but not fax.
   11. References to clauses are to the clauses of these Standard Terms and Conditions.
   12. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Rights of Use 
   1. Subject to the terms of the Subscription Agreement, for each Subscription Licence purchased by the Client as set out in the Order Form, the Supplier hereby grants the Client a limited, non-exclusive, non-transferable, revocable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and Documentation on behalf of the relevant individual Subscribed Entity for the Permitted Purpose during the Subscription Term.
   2. The Client undertakes that: 
      1. each Subscription Licence shall only be used by the Authorised Users on behalf of the relevant Subscribed Entity as set out in the Order Form for the Permitted Purpose and shall not be used by or on behalf of any other person or for any other purposes; and
      2. the number of Subscribed Entities the Services are used by or on behalf of shall not exceed the number of Subscription Licences it has purchased from time to time.
   3. The rights provided under this clause 2 are granted to the Client only, and shall not be considered granted to any affiliate, subsidiary or holding company of the Client.
3. Acceptable Use Policy 
   1. The Client shall be bound by and comply with the Acceptable Use Policy in relation to the use of the Services.
4. Restrictions on Use 
   1. The Client shall not: 
      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Subscription Agreement: 
         1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
         2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
      2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
      3. use the Services and/or Documentation to provide services to third parties; or
      4. subject to clause 31.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or
      5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under clause 2; or
      6. use the Services to control, process, or store Inside Information.
5. Services 
   1. The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Client on and subject to the terms of the Subscription Agreement.
   2. The Supplier may, from time to time, make changes to the features and functionality of the Services (or any part) without notice and without the consent of the Client provided such changes do not materially adversely affect the Services.
   3. Without limitation to the generality of clause 5.2, the Supplier may make changes to the Services to: 
      1. modify, improve, update or upgrade existing functionality or services;
      2. introduce new functionality or services;
      3. reflect changes to technology or market practice;
      4. limit or remove existing functionality or services; or
      5. ensure that the Services remain compliant with all applicable laws, legal obligations or regulations.
6. Availability 
   1. The Supplier shall use commercially reasonable endeavours to make the Services available during Normal Business Hours, subject to any unscheduled or planned maintenance when the Services may not be available.
   2. The Supplier shall use reasonable endeavours to give the Client advance notice of any anticipated maintenance required that may cause the Services to become unavailable during Normal Business Hours.
7. Support 
   1. The Supplier will, as part of the Services, provide the Client with the Supplier's standard client support services during Normal Business Hours as set out below: 
      1. helpdesk service to include assistance with use of the Software, operational support and attendance to technical queries; and
      2. responding and resolving technical errors (unless caused by a fault in the Client's software, hardware or other equipment operating in conjunction with the Software).
   2. The Supplier shall aim to respond to all requests raised by the Client within 24 hours but provides no guarantee with regard to any response or resolution timeframe.
   3. If required, the Client may purchase enhanced support services separately via agreement with the Supplier in writing.
8. Client Data 
   1. The Supplier shall not be responsible for any loss, destruction, alteration, disclosure, corruption, or damage of or to any Client Data.
   2. Except to the extent the Supplier has direct obligations under applicable data protection laws, the Client acknowledges that the Supplier has no control over any Client Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Client Data.
   3. The Client shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data, and shall ensure that it (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.
   4. Except as otherwise expressly stated in the Subscription Agreement, the Supplier shall not be obliged to provide the Client with any assistance in extracting, transferring or recovering any data whether during or after the Subscription Term.
   5. The Client acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Client Data, including as necessary to ensure the continuation of the Client's and Subscribed Entities" businesses.
   6. The Client shall, without limitation, ensure that it backs up (or procures the back up of) all Client Data regularly (in accordance with its and any Client Party's needs) and extracts it from the Services prior to the termination or expiry of the Subscription Agreement or the cessation or suspension of any of the Services.
   7. The Supplier routinely undertakes regular backups of the Services (which may include Client Data) for its own business continuity purposes. The Client acknowledges that such steps do not in any way make the Supplier responsible for ensuring the Client Data does not become inaccessible, damaged or corrupted.
   8. To the maximum extent permitted by applicable law, the Supplier shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Client Data.
   9. If the Supplier reasonably believes, or becomes aware of any allegation, that any Client Data may not comply with the Acceptable Use Policy or any other part of the Subscription Agreement, the Supplier shall have the right to permanently delete or otherwise remove or suspend access to any Client Data which is suspected of being in breach of any of the foregoing, and/or to disclose any such Client Data to law enforcement authorities (in each case without the need to consult the Client).
   10. Unless otherwise set out in the Subscription Agreement or subsequently agreed by the parties in writing, the Supplier shall within 60 days of the end of the provision of the Services (or any part) relating to the processing of the Client Data securely dispose of such Client Data (and all existing copies of it) except to the extent that any applicable laws require the Supplier to store such Client Data.
   11. The Supplier shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any Client Data undertaken in accordance with the Subscription Agreement.
9. Data protection 
   1. Each party shall be bound by and comply with the Data Processing Addendum in relation to any personal data collected, shared and/or otherwise processed as part of the Services.
10. Third party providers 
    1. The Client acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Client, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Client and the relevant third party, and not the Supplier. The Supplier recommends that the Client refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
11. Supplier's obligations 
    1. The Supplier: 
       1. does not warrant that: 
          1. the Client's use of the Services will be uninterrupted or error-free; or
          2. that the Services, Documentation, and/or the information obtained by the Client through the Services will meet the Client's requirements; or
          3. that the Software or the Services will be free from Vulnerabilities or Viruses; or
          4. the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements;
       2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and the Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    2. The Subscription Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Subscription Agreement.
12. Client's obligations 
    1. The Client shall: 
       1. provide the Supplier with: 
          1. all necessary co-operation in relation to the Subscription Agreement; and
          2. all necessary access to such information as may be required by the Supplier,
           

          in order to provide the Services, including but not limited to Client Data, security access information and configuration services;

       2. without affecting its other obligations under the Subscription Agreement, comply with all applicable laws and regulations with respect to its activities under the Subscription Agreement;
       3. carry out all other Client responsibilities set out in the Subscription Agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
       4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Subscription Agreement and shall be responsible for any Authorised User's breach of the Subscription Agreement;
       5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under the Subscription Agreement, including without limitation the Services;
       6. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time;
       7. be, to the extent permitted by law and except as otherwise expressly provided in the Subscription Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet;
       8. use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier; and
       9. at its own cost, procure, install and maintain all required enabling software and third-party software required to access and use the Services.
13. Charges and payment 
    1. The Client shall pay the Subscription Licence Fees to the Supplier in accordance with this clause 13 and as set out in the Order Form.
    2. The Supplier shall invoice the Client for the Subscription Licence Fee in respect of each Subscription Licence at the start of each 12-month period of the applicable Subscription Term (each a "Billing Period"), and the Client shall pay each invoice within 14 days after the date of such invoice.
    3. If the Supplier has not received payment within 14 days of invoice, interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Official Bank Rate of the Bank of England, commencing on the due date and continuing until fully paid, whether before or after judgement.
    4. All fees stated or referred to in the Subscription Agreement are exclusive of all taxes (including any goods and services tax or value added tax), which if applicable shall be added to the Supplier's invoice(s) at the appropriate rate.
    5. Fees payable to the Supplier under the Subscription Agreement shall be paid by BACS electronic funds transfer into a bank account nominated by the Supplier, unless otherwise notified by the Supplier to the Client in writing.
    6. Subject to clause 13.7 below, the Supplier shall be entitled to increase the Subscription Licence Fee payable for each Subscription Licence at the start of each applicable Billing Period upon 30 days' prior notice to the Client and the Subscription Agreement shall be deemed to have been amended accordingly. For the avoidance of doubt, the Supplier shall not increase any Subscription Licence Fee until after expiry of the first applicable Billing Period.
    7. Each Subscription Licence Fee shall not increase by more than the greater of 5%, or any percentage increase in the Retail Prices Index for the previous 12 months, as published by the Office of National Statistics.
    8. To the extent the Subscription Agreement terminates or expires for any reason (other than due to termination by the Client under clauses 19.3 or 21.5) the Client shall not be entitled to any refund or discount of any Subscription Licence Fees paid for any parts of any month during which the Services cease to be provided.
14. Proprietary rights 
    1. The Client acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, the Subscription Agreement does not grant the Client any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the Services and/or the Documentation.
    2. To the extent that any Client Party acquires any Intellectual Property Rights in the Software, Documentation, or any other part of the Services, the Client shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier or such third party as the Supplier may elect. The Client shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this clause 14.2.
    3. The Supplier has no obligation to deliver any copies of any software to the Client in connection with the Subscription Agreement or the Services.
    4. The Client and Authorised Users may be able to store or transmit Client Data using one or more Subscription Licences and the Services may interact with Client Systems. The Client hereby grants a royalty-free, non-transferable, non-exclusive licence for the Supplier (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Client Data and Client Systems to the extent necessary to perform or provide the Services or to exercise or perform the Supplier's rights, remedies and obligations under the Subscription Agreement.
    5. The Supplier may use any feedback and suggestions for improvement relating to the Services provided by any Client Party without charge or limitation ("Feedback"). The Client hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier at the time such Feedback is first provided to the Supplier.
    6. The Client hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to the Supplier under the Subscription Agreement.
    7. This clause 14 shall survive termination or expiry of the Subscription Agreement.
15. No reliance 
    1. The Client acknowledges that the Supplier does not: 
       1. provide any legal, accounting or other professional or regulated services or advice as part of or in connection with the Services and/or the Documentation; or
       2. warrant that the Services and/or the Documentation will comply with, meet and/or satisfy any legal or regulatory obligation of any person, including but not limited to any Client Party; or
       3. guarantee the accuracy, compliance, or appropriateness of the Services and/or the Documentation, or the results of the Services and/or the Documentation, in relation to any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes or sanctions to which any Client Party may be subject.
    2. Use of the Services and/or the Documentation does not relieve any Client Party from their legal and/or regulatory compliance obligations (including but not limited to those under UK MAR and EU MAR), and the Client remains solely liable and responsible for ensuring compliance with all applicable laws and regulations.
    3. This clause 15 shall survive termination or expiry of the Subscription Agreement.
16. Relief 
    1. To the maximum extent permitted by law, the Supplier shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of the Subscription Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
17. Limitation of liability 
    1. The extent of the Supplier's liability under or in connection with the Subscription Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence, breach of statutory duty, misrepresentation, restitution, or otherwise) shall be as set out in this clause 17.
    2. Except as expressly and specifically provided in the Subscription Agreement: 
       1. the Client assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Client, and for conclusions drawn from such use;
       2. the Supplier shall have no liability for any damage caused by errors or omissions in any information or instructions provided to the Supplier by the Client in connection with the Services, or any actions taken by the Supplier at the Client's direction;
       3. 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 the Subscription Agreement; and
       4. the Services and the Documentation are provided to the Client on an "as is " basis.
    3. Subject to clauses 17.1 and 17.6, the Supplier shall not be liable for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Subscription Agreement.
    4. Subject to clause 17.1 and clause 17.6 the Supplier shall not be liable for any: 
       1. loss of profits;
       2. loss of business;
       3. depletion of goodwill and/or similar losses;
       4. destruction, loss of use, or corruption of data or information;
       5. loss or corruption of software or systems;
       6. loss or damage to equipment;
       7. loss of use;
       8. loss of production;
       9. loss of contract;
       10. loss of opportunity;
       11. pure economic loss;
       12. loss of savings, discount or rebate (whether actual or anticipated); and/or
       13. harm to reputation or loss of goodwill,
        

       however so arising under the Subscription Agreement.

    5. Subject to clauses 17.1 and 17.6, the Supplier'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 Subscription Agreement shall be limited to the total Subscription Licence Fees paid by the Client to the Supplier under this Subscription Agreement during the 12 months immediately preceding the date on which the claim arose.
    6. Nothing in the Subscription Agreement excludes the liability of the Supplier: 
       1. for death or personal injury caused by the Supplier's negligence; or
       2. for fraud or fraudulent misrepresentation; or
       3. any other losses which cannot be excluded or limited by applicable law.
    7. Nothing in the Subscription Agreement excludes the liability of the Client for any breach, infringement or misappropriation of the Supplier's Intellectual Property Rights.
    8. This clause 17 shall survive termination or expiry of the Subscription Agreement.
18. Indemnity 
    1. The Client shall defend, indemnify and hold the Supplier harmless against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties, judgements, fines, settlements and legal and other reasonable professional costs and expenses) that it may incur or be required to pay resulting from or arising out of or in connection with: 
       1. any use of the Services and/or the Documentation by or on behalf of any Client Party; and
       2. any breach of any term of the Subscription Agreement by the Client.
    2. At the Supplier's written request, the Client will advance the Supplier any expenses incurred by it in defending any action brought against it in connection with the Services and/or the Documentation. Advance payments will be made in full in immediately available funds prior to the disposition of any claim.
    3. This clause 18 shall survive termination or expiry of the Subscription Agreement.
19. Changes to terms 
    1. The Supplier may at its absolute discretion make, and notify the Client of, updated versions of the documents referred to in the Order Form or other documents referred to in any part of the Subscription Agreement from time to time by notifying the Client of such update in writing (together with a copy of the update or a link to a copy of the update) or by any other means which the Supplier elects (each an "Update Notification").
    2. The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of the Subscription Agreement from the date 30 Business Days" after Update Notification of such revised document(s) (the "Update") (or at such later date as the Supplier may specify).
    3. In the event that the Client reasonably believes that any Update materially impacts it negatively in any manner it may by notice elect to terminate any impacted Subscription Licence provided it exercises such right prior to such Update taking effect pursuant to clause 19.2 on not less than 15 Business Days prior written notice and notifies the Supplier at the time of exercising such right of the negative impact which has caused it to exercise this right. In the event of such termination the Client shall receive a prorate refund of any Subscription Licence Fees for any outstanding period of the relevant Subscription Term for the terminated Subscription Licence.
20. Suspension 
    1. The Supplier may, without prejudice to any other rights or remedies available to it, suspend access to, or use of, the Services in whole or in part immediately on notice to the Client if: 
       1. the Supplier suspects there has been: 
          1. any misuse of the Services or breach of the Subscription Agreement;
          2. any attack on the Services used by Client; or
          3. any access or manipulation of Client Data by a third party without the Client's consent;
       2. the Supplier reasonably believes that the suspension of the Services is necessary to protect its infrastructure, network or the use of the Services by other clients because of a threat to the security, integrity or use of the Services;
       3. the Client fails to pay any sums due to the Supplier by the due date for payment; or
       4. required by law, by court or governmental or regulatory order.
    2. Where the reason for the suspension is suspected misuse of the Services or breach of the Subscription Agreement, without prejudice to its rights under clause 21, the Supplier will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
    3. In relation to suspensions under clause 20.1(c), access to the Services will be restored promptly after the Supplier receives payment in full and cleared funds.
    4. All fees shall remain payable during any period of suspension notwithstanding that the some or all of the Client Parties may not have access to the Services.
    5. The Supplier shall have no liability whether under the Subscription Agreement or at law to the Client for any exercise of its rights pursuant to this clause 20.
21. Term and termination 
    1. This Subscription Agreement shall, unless otherwise terminated as provided in this Subscription Agreement, commence on the date on which it is signed by both Parties and continue for as long as a Subscription Term is in effect pursuant to clause 21.2 below for any Subscription Licence.
    2. Each Subscription Licence shall commence on the relevant Licence Start Date and shall continue, unless otherwise terminated in accordance with this Subscription Agreement, for the Initial Subscription Term and, thereafter, shall automatically renew for successive periods of 12 months (each a "Renewal Period") unless otherwise terminated in accordance with the provisions of the Subscription Agreement.
    3. The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the "Subscription Term" for each Subscription Licence.
    4. An individual Subscription Licence may be terminated if either party notifies the other party in writing at least 90 days before the end of the applicable Initial Subscription Term or Renewal Period for that Subscription Licence (the "Relevant Licence Period"), in which case the Subscription Licence shall end upon the expiry of the Relevant Licence Period. All unpaid Subscription Licence Fees for the outstanding term of the Relevant Licence Period shall remain payable by the Client to the Supplier.
    5. Without affecting any other right or remedy available to it, either party may terminate this Subscription Agreement with immediate effect by giving written notice to the other party if: 
       1. the other party commits a material breach of the Subscription Agreement and such breach is not remediable;
       2. the other party commits a material breach of the Subscription Agreement which is not remedied within 30 Business Days of receiving written notice of such breach; or
       3. the other party fails to pay any amount due under the Subscription Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
    6. Any breach of the Acceptable Use Policy shall be considered a material breach of the Subscription Agreement.
22. Consequences of termination 
    1. On termination of the Subscription Agreement for any reason: 
       1. all licences granted under this Subscription Agreement shall immediately terminate, including all Subscription Licences;
       2. the Client shall (and shall procure that each Authorised User shall): 
          1. immediately cease all use of the Services and Documentation;
          2. destroy and delete or, if requested by the Supplier, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them);
       3. subject to clause 9, the Supplier may destroy or otherwise dispose of any of the Client Data in its possession, and the Client shall pay all reasonable expenses incurred by the Supplier in disposing of Client Data; and
       4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
    2. Any provision of the Subscription Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Subscription Agreement shall remain in full force and effect.
23. Confidentiality 
    1. Each Party shall be bound by and comply with the Confidential Information Policy in relation to any Confidential Information collected, shared and/or otherwise processed as part of the Services.
    2. This clause 23 shall survive the termination or expiry of the Subscription Agreement.
24. Announcements 
    1. The Supplier may: 
       1. periodically distribute marketing materials, information releases, and other public announcements regarding the Client's use of the Services;
       2. in its marketing materials: 
          1. refer to the Client as a client of the Supplier;
          2. refer to the type of services that the Supplier has provided to the Client; and
          3. include quotes or testimonials provided by or on behalf of any Client Party;
       3. publish and circulate a case study describing the services supplied by the Supplier to the Client and any associated savings, operational efficiencies, and/or other improvements derived.
    2. The Client grants to the Supplier a worldwide, non-exclusive, fully transferable, royalty-free, right and license to use its name, logo, and any associated trademarks (whether registered or unregistered) in such materials made in accordance with clause 24.1.
25. Conflict 
    1. If there is any conflict or inconsistency between the terms of the Subscription Agreement, the following order of priority shall apply such that a term contained in a higher document on the list shall take precedence over a term contained in a lower document on the list: 
       1. the Order Form;
       2. these Standard Terms and Conditions;
       3. the Data Processing Addendum;
       4. the Acceptable Use Policy;
       5. the Confidential Information Policy; and
       6. the Documentation.
    2. Subject to the order of priority between documents in clause 25.1, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
26. Variation 
    1. No variation of the Subscription Agreement shall be effective unless it is: 
       1. an Update made in accordance with the Subscription Agreement; or
       2. made in writing, refers to the Subscription Agreement, and is signed by both Parties (or their authorised representatives);
27. Waiver 
    1. A waiver of any right or remedy under this Subscription Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    2. A failure or delay by a Party to exercise any right or remedy provided under this Subscription Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Subscription Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
28. Rights and remedies 
    1. Except as expressly provided in the Subscription Agreement, the rights and remedies provided under the Subscription Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
29. Severance 
    1. If any provision of the Subscription Agreement (or part of any provision) is or becomes illegal, invalid, or unenforceable, it shall be deemed deleted but shall not affect the legality, validity and enforceability of any other provision of the Subscription Agreement.
    2. If any provision of the Subscription Agreement (or part of any provision) is deemed deleted under clause 29.1 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
30. Entire agreement 
    1. The Subscription Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. Each Party acknowledges that in entering into the Subscription Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Subscription Agreement.
    3. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Subscription Agreement.
    4. Nothing in this clause shall limit or exclude any liability for fraud.
31. Assignment and other transfers 
    1. The Client shall not, without the prior written consent of the Supplier, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights and/or obligations under the Subscription Agreement.
    2. The Supplier may at any time assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights and/or obligations under the Subscription Agreement, without the consent of the Client.
32. No partnership or agency 
    1. Nothing in the Subscription Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
33. Third party rights 
    1. The Subscription Agreement does not confer any rights on any person or party (other than the Parties to the Subscription Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
34. Notices 
    1. Any notice required to be given under the Subscription Agreement: 
       1. shall be in writing; and
       2. shall be sent by: 
          1. recorded delivery post to the other Party at its address set out in the Order Form, or such other address as may have been notified by that Party for such purposes; or
          2. e-mail to the e-mail address of an authorised representative of the other Party as set out in the Order Form, or such other e-mail address as may have been notified by that Party for such purposes.
    2. A correctly addressed notice sent by recorded delivery post shall be deemed to have been received at the recorded date of delivery.
    3. A notice sent by e-mail shall be deemed to have been received at the time of transmission.
35. Set off 
    1. Each party shall pay all sums that it owes to the other party under the Subscription Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
36. Costs and expenses 
    1. Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Subscription Agreement (and any documents referred to in it).
37. Governing law 
    1. The Subscription Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
38. Jurisdiction 
    1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Subscription Agreement, or the performance, validity or enforceability of it (including non-contractual disputes or claims) (a "Dispute"), subject to clauses 39 and 40.
39. Dispute Resolution 
    1. If a Dispute arises, then, except as expressly provided in the Subscription Agreement, the Parties shall follow the procedure set out in this clause: 
       1. either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a "Dispute Notice"), together with relevant supporting documents;
       2. on service of the Dispute Notice, a senior executive of the Supplier and senior executive of the Client shall attempt in good faith to resolve the Dispute;
       3. if the representatives of each Party are for any reason unable to resolve the Dispute within 30 Business Days of it being referred to them, the Parties agree to enter into mediation in good faith to settle the Dispute in accordance with the Centre for Effective Dispute Resolution ('CEDR') Model Mediation Procedure;
       4. unless otherwise agreed between the Parties within 15 Business Days of service of the Dispute Notice, the mediator will be nominated by CEDR;
       5. to initiate the mediation, a Party must give notice in writing (an "ADR notice") to the other Party to the Dispute, referring the dispute to mediation;
       6. if there is any point on the logistical arrangements of the mediation, other than nomination of the mediator, upon which the Parties cannot agree within 15 Business Days from the date of the ADR notice, where appropriate, in conjunction with the mediator, CEDR will be requested to decide that point for the Parties having consulted with them; and
       7. unless otherwise agreed between the Parties, the mediation will start not later than 30 Business Days after the date of the ADR notice.
    2. No Party may commence any court or arbitration proceedings in relation to the whole or part of the Dispute until it has attempted to settle the Dispute by mediation and either the mediation has terminated or the other Party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
    3. If for any reason the Dispute is not resolved within 90 Business Days of commencement of the mediation, the Dispute may be referred to and finally resolved by the courts of England and Wales, subject to clause 40 and in accordance with clause 38.
40. Arbitration 
    1. The Parties agree that the Supplier may, at its sole option (and regardless of whether the Supplier is claimant or respondent), refer a Dispute, for final resolution, at any time to arbitration administered by the London Court of International Arbitration (the "LCIA") under its LCIA Rules, which rules are deemed to be incorporated by reference into this clause (an "Arbitration Referral").
    2. If the Supplier makes an Arbitration Referral, it is agreed that: 
       1. the number of arbitrators will be one;
       2. the seat of arbitration shall be London;
       3. the law governing this arbitration agreement shall be the substantive law of England and Wales; and
       4. the language of the arbitration shall be English.
    3. If the Client has already initiated court proceedings in relation to a Dispute before the Supplier has commenced arbitration proceedings, it is agreed that, on the demand of the Supplier, those court proceedings are to be discontinued by the Client within 5 Business Days after the Supplier has commenced arbitration proceedings in respect of the Dispute.
    4. The Supplier must deliver the demand for discontinuance within 90 Business Days of service of the court proceedings by the Client on the Supplier and must commence the arbitration proceedings within 90 days of the demand for discontinuance. The Client will pay all costs incurred in connection with the court proceedings and the Client will indemnify the Supplier in respect of any costs that the Supplier may be liable to pay under any order made in the court proceedings.
    5. This clause 40 is for the benefit of the Supplier.