Terms of Business

GENERAL TERMS OF BUSINESS

1. Introduction

1.1. The provision of our market news service(“Equity Report”) via the Website is governed by (a) the following terms and conditions (the “General Terms of Business”); and (b) the terms and conditions set out in any written Contract relating to the Equity Report Service that has been agreed between you and us. The General Terms of Business and the terms and conditions set out in any Contract (if any) shall together be referred to as the “T&Cs”. If there is any conflict, inconsistency or ambiguity between the General Terms of Business and the terms and conditions set out in the Contract, the latter shall prevail.
1.2. References in these General Terms of Business to “we”, “our” or “us” are references to (a) the entity identified as the “Supplier” in the Contract; or (b) Equity Report Ltd (Company Number14328204).References to “you” or “your” are references to the person that places an Order for part of the Equity Report Service with us in accordance with Condition 2.1. Where capitalised terms are not defined in the body of these General Terms of Business, they shall have the meanings set out in Annex 1.
1.3. The T&Cs will apply to all contracts between you and us that relate to the provision of the Equity Report Service (a “Contract”).
1.4. We amend the T&Cs from time to time. Every time you place an Order for a part of the Equity Report Service, the T&Cs in force at that time will apply to any Contract between you and us.

2. Order and Registration Process

2.1 You can place an order (an “Order”) for part of the Equity Report Service (the “Ordered Service”) with us by notifying us in writing in accordance with Condition 11.
2.2 All Orders are subject to acceptance by us, and we reserve the right to refuse to accept any Orders.
2.3 We will confirm our acceptance of your Order by sending you an email (the “Order Confirmation”).The Order Confirmation will include a Contract for your signature, details as to how to access your Ordered Service and an invoice for the Ordered Service.
2.4 The Contract between us for the supply of your Ordered Service shall be formed on signature by both us and you of the Contract referred to in clause 2.3.
2.5 You must ensure that the personal details that you provide when you register on the Website are accurate, current and complete in all respects and you must inform us immediately of any changes to that information by updating your personal details either on the Website or by contacting us at sales@equityreport.co.uk. We reserve the right to suspend or terminate your access to the Website and the Ordered Service if your personal details are found to be inaccurate.
2.6 You are responsible for maintaining the confidentiality of your registration details, including your username and password, and you must not under any circumstances share them outside your organisation. You are responsible for all activity and use of the Website and Ordered Service under your registration details.
2.7 Where in placing an Order you supply us with personal information, you agree that we may collect, store, use such information in accordance with our Privacy Policy.

3. The Service

3.1 We will provide the Ordered Service to you in consideration of your payment of the Fee to us in accordance with Condition 5. Your Ordered Service is provided as commentary only and does not in any way constitute legal, investment, taxation or any other form of advice and should not be relied upon as such.
3.2 We will provide the Ordered Service to you for the period stated in the Contract. On expiry of the Initial Term (and each Renewal Term) your subscription will automatically renew for a subsequent period equal in duration to the Initial Term (each a “Renewal Term”). The Initial Term and any Renewal Term may be referred to collectively in these T&Cs as the “Term”.
3.3 Save as set out in the T&Cs, we provide no warranty as to the accuracy, completeness, quality, non-infringement, merchantability, or fitness for a particular purpose of your Ordered Service or any information provided as part of your Ordered Service. Further, where your Ordered Service includes views, opinions or recommendations of individuals and organisations deemed of interest, we do not endorse or otherwise provide any warranty as to the accuracy, completeness, or timeliness of those views, opinions or recommendations. Any representation, condition or warranty which might be implied or incorporated into the T&Cs by statute, common law or otherwise is excluded to the fullest extent permitted by law.
3.4 Notwithstanding the generality of the foregoing, we shall:
3.4.1 ensure that your Ordered Service materially conforms with the description of that Ordered Service in the relevant Contract provided always that we shall have the right to modify or improve any aspect of your Ordered Service (determined solely in our discretion) at any time without notice to you;
3.4.2 monitor your use of your Ordered Service to assist with maintaining the security of the Equity Report Service as a whole and your compliance with the T&Cs;
3.4.3 take all reasonable steps to ensure that your Ordered Service is free from malicious software, including any software program or code intended to destroy, interfere with, corrupt or have a disruptive effect on program files, data or other information.
3.5 We shall also:
3.5.1 use reasonable endeavours to ensure that User access is fully functional when externally tested by us (provided that we are not responsible for difficulties with User access where such difficulties are due to your own internal issues); and
3.5.2 provide technical support to you during Working Hours on Working Days and use reasonable endeavours to resolve all technical difficulties originating from our system within two (2) Working Days of receipt of notification from you.

4. User Terms

4.1 You must not, and you must ensure that your Users do not, reproduce, retransmit, photocopy, distribute, disseminate, publish, broadcast, or circulate any information received through your Ordered Service (in whole or in part) to anyone who is not a User without our prior written consent. Information abstracted from Ordered Service content can be used for research purposes but not for commercial purposes, in such that it cannot be sold, lent, or otherwise hired out. Copying and distributing such information without our prior written consent is expressly prohibited, including posting such information to newsgroups, mail lists or bulletin boards accessible by persons outside your organisation.
4.2 You and your Users may link to the Website, provided that you and your Users do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not, and you must ensure that your Users do not, establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. You must not, and you must ensure that your Users do not, establish a link to our Website in any website that is not owned by you.
4.3 We reserve the right to monitor your and your Users’ use of your Ordered Service to ensure that you comply with the T&Cs. If we determine that you are not in compliance with the T&Cs, we reserve the right to take such action as we deem necessary, including, but not limited to, suspension or termination of your and your Users’ access to the Website and your Ordered Service. You acknowledge that such monitoring of use may include determining whether or not your Ordered Service is accessed under your account from multiple IP addresses.
4.4 You will:
4.4.1 provide details of all Users to us by the end of the first month of the Term (the “Initial Month”);
4.4.2 notify us within seven days if a User leaves the organisation so that we can assign the account to another User within the organisation.

5. Fee and Payment

5.1 Annual Payment: Upon signing the Contract, you agree to an initial up-front payment for one full year of service. After one year and annually thereafter, you will be billed a recurring Annual Subscription Renewal Fee in accordance with Condition 3.2. You will be responsible for all recurring charges until you cancel your subscription in line with our cancellation provisions.
5.2 Monthly Payment: There is an option to satisfy the Annual Subscription Fee by way of monthly instalments. If you choose to proceed in this way, you will be asked to set up a Direct Debit when placing your order. You will be responsible for all recurring charges until you cancel your subscription in line with our cancellation provisions.
5.3 All sums due to us under these T&Cs are exclusive of any VAT or other applicable sales tax, which (if applicable) shall be payable by you to us in addition to such sums at the relevant prevailing rate.
5.4 All sums due to us under these T&Cs shall be paid in full without any set off, deduction or withholding whatsoever, including for or on account of any taxes or other duties (including (without limitation) any withholding taxes) save for such deductions or withholdings as are required by law. If you are required by law to make any deduction or withholding from any payment to us, you shall do so and the sum due in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, we receive and retain a net sum equal to the sum that we would have received and retained had no such deduction or withholding been required to be made.

6. Intellectual Property

6.1 Save as set out in the T&Cs, nothing shall have the effect of assigning or transferring any rights (including Intellectual Property Rights) in or to the Equity Report Content to you, and any rights or licences not expressly granted to you under the T&Cs are strictly reserved to us.
6.2 In consideration of your payment of the Fee to us in accordance with Condition 5, we grant to you a non-exclusive, non-transferable, royalty-free, revocable licence allowing you and your Users to, only in the Location and subject to Condition 4:
6.2.1 view the Equity Report Content that forms part of your Ordered Service;
6.2.2 make and/or store electronic or print copies of the Equity Report Content that forms part of your Ordered Service for your own use, provided that when the Equity Report Content is copied and/or stored it includes the Equity Report Credit;
6.2.3 incorporate Equity Report Content that forms part of your Ordered Service, in written material generated by you for clients and other professional persons with whom you work in the normal course of its business, provided that when Equity Report Content is so incorporated or referenced, in whole or in part, it includes the Equity Report Credit.

7. Warranties

7.1 We warrant that:
7.1.1 we have the right, power and authority to enter into each Contract and grant to you the rights granted under the T&Cs;
7.1.2 we are the sole owner of the Equity Report Content;
7.1.3 to the best of our knowledge and belief, the use of the Ordered Service by you in accordance with the T&Cs shall not constitute any infringement by you of any third-party rights; and
7.1.4 we will comply with the General Data Protection Regulation in relation to all personal information accessed or made available to us in relation to your Ordered Service.
7.2 You warrant, represent, and undertake that:
7.2.1 you have the right power and authority to enter into a Contract with us and to provide the warranties set out in this Condition 7.2;
7.2.2 you will, and you will ensure that all Users understand, accept and comply with, the restrictions set out in Condition 4;
7.2.3 you will not, and will ensure that all Users will not, pass off or attempt to pass off any information that forms part of the Service as your or their own original ideas and material to any third party, either verbally or in writing, in whole or in part; and
7.2.4 you will comply with the General Data Protection Regulation in relation to all personal information accessed or made available to you in relation to your Ordered Service.

8. Liability

8.1 Nothing in the T&Cs shall limit your or our liability in respect of fraud, or death or personal injury caused by negligence.
8.2 Subject to Condition 8.1, we shall not be liable under any circumstances to you or any other party for any direct, indirect, economic, or consequential loss (including, without limitation, loss or corruption of programs, any loss of profit, or loss of anticipated savings) arising out of or in connection with:
8.2.1 any use of and/or access to your Ordered Service and/or third-party websites to which links are included in your Ordered Service;
8.2.2 any decision made, or action taken in reliance upon your Ordered Service or information provided as part of your Ordered Service; or
8.2.3 delays, omissions or inaccuracies in your Ordered Service or information provided as part of your Ordered Service.
8.3 Subject to Conditions 8.1 and 8.2, the total aggregate liability of us and our Associated Companies to you under any Contract shall be limited to a value equal to the Fee payable under that Contract.

9. Cancellation

9.1 We may cancel your Order and terminate the Contract between you and us at any time with immediate effect:
9.1.1 by not less than seven (7)days’ notice in writing to you for convenience;
9.1.2 by notice in writing where you fail to comply with your payment obligations under the Contract. Termination on this basis shall be without prejudice to our right to claim an administration charge in respect of, or interest on, any unpaid sums.
9.1.3 by notice in writing where you are in material breach of the Contract and (if that breach is remediable) you fail to remedy that breach within seven (7) days of being notified of that breach in writing. For the purposes of this Condition 9.1, a material breach shall include, but not be limited to you:
9.1.3.1 providing registration details to an unauthorised third party;
9.1.3.2 providing inaccurate or incomplete information to us;
9.1.3.3 breaching any of the obligations and restrictions set out in Condition 4; and
9.1.3.4 not crediting us in accordance with Condition 6.2;
9.1.4 by notice in writing where you are declared insolvent, bankrupt, have a liquidator, receiver or administrative receiver appointed or pass a resolution for winding up (otherwise than for the purpose of a solvent amalgamation or reconstruction) or if a court having proper authority makes an order to that effect;
9.1.5 by notice in writing where you enter into administration, are the subject of an administrative order, bankruptcy petition or order, or propose to or enter any voluntary arrangement with your creditors in the context of a potential liquidation; or
9.1.6 by notice in writing where you are the subject of any events or circumstances analogous to any of the events described in Conditions 9.1.4 and 9.1.5 in an applicable jurisdiction.
9.2 You may cancel your Order and terminate the Contract between you and us:
9.2.1 with immediate effect by notice in writing where we are in material breach of the Contract and (if that breach is remediable) we fail to remedy that breach within seven (7) days of being notified of that breach in writing; or
9.2.2 by written notice to us no later than one calendar month prior to the end of the Initial Term or a Renewal Term (as applicable), such cancellation and termination not to take effect until the final day of the Initial Term or Renewal Term (as applicable).
9.3 In the event that:
9.3.1 we terminate the Contract pursuant to Condition 9.1.1 or 9.1.2, we shall, within seven (7) days of the effective date of termination, refund to you such portion of the Fee that has been prepaid by you in respect of any period after the effective date of termination; or
9.3.2 we terminate the Contract pursuant to Condition 9.1.3 to 9.1.6 (inclusive), no part of the Fee already paid by you to us shall be refundable and any Fee payable in respect of the period up to and including the effective date of termination shall be payable within seven (7) days of that date; or
9.3.3 you terminate the Contract pursuant to Condition 9.2.1 or 9.2.2, we shall within seven (7) days of the effective date of termination refund to you such portion of the Fee that has been prepaid by you in respect of any period after the effective date of termination.
9.4 Expiry or termination of any Contract shall be without prejudice to any rights of you or us which may have accrued up to the date of such expiry or termination.

10. Events Outside our Control

10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control.
10.2 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
10.2.1 we will contact you as soon as reasonably possible to notify you;
10.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
10.2.3 the Contract between us will terminate if the Event Outside Our Control subsists for a period exceeding one (1) calendar month, unless agreed otherwise in writing in advance of such termination.

11. Communication

11.1 Subject to Conditions 11.2 and 11.3, any notice or other communications required to be given under or in connection with the T&Cs shall be in writing and shall be deemed received and properly served:
11.1.1 immediately when posted on the Website;
11.1.2 immediately when delivered by hand;
11.1.3 where sent by email: (i) by us, twenty-four (24) hours after that email is sent; or (ii) by you, on receipt of written acknowledgment from us that we have received your email (by way of a “read receipt” acknowledgment or otherwise); or
11.1.4 three (3) days after the date of posting of any letter by registered first class post or recorded delivery.
11.2 Unless you notify us otherwise in accordance with this clause 11, any notices given by us to you by hand, email or post must be to the addresses provided to us in your Order Form.
11.3 Unless we notify you otherwise in accordance with this clause 11, all notices given by you to us must be by email to sales@equityreport.co.uk.

12. Other Important Conditions

12.1 You shall comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the and Bribery Act 2010. We may terminate a Contract immediately by giving written notice to you if you are, or we reasonably suspect that you are, in breach of this Condition 12.1.
12.2 Both we and you agree to keep the existence and nature of each Contract between us and you, and all of their terms and provisions, confidential (save to our professional advisers or as otherwise required by law).
12.3 The waiver by you or us of any breach of the T&Cs shall not be construed as a waiver of any succeeding breach of the same or other provisions, nor shall any delay or omission on the part of either you or us to exercise any right power or privilege that you or we have or may have under the T&Cs operate as a waiver of any breach or default of the T&Cs.
12.4 The T&Cs shall form the entire agreement between you and us in relation to your Ordered Service and supersede all prior agreements and understandings in relation to it. Both we and you represent and undertake that in entering into a Contract neither of us relies on or shall have any remedy in respect of any statement, representation, warranty or undertaking (whether negligently or innocently made) of any person other than as expressly set out in the T&Cs.
12.5 No amendment, modification or change to the T&Cs (including to any Contract) will be valid unless in writing and signed by both you and us.
12.6 Neither you nor us may assign, sub-contract or otherwise transfer any of our rights or obligations under the T&Cs to any third party without the prior written consent of the other, save that we may, without your consent assign, sub-contract or transfer any of our rights or obligations under any Contract, in whole or in part, to any future entity associated with user in the event of a merger, acquisition, divestiture, consolidation or corporate reorganisation.
12.7 If a court of competent jurisdiction holds any provision of the T&Cs to be invalid or unenforceable, the remaining T&Cs shall not be affected, and each of those T&Cs shall be valid and enforceable to the full extent permitted by law.
12.8 Headings used in the T&Cs are for the purpose of information and identification only and shall not be constructed as forming part of any Contract.
12.9 A person who is not a party to a Contract between you and us has no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of that Contract.
12.10 These Conditions shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the courts of England and Wales.

ANNEX 1

Definitions
Contract Any contract between you and us for the provision of any part of the Equity Report Service and formed in accordance with Condition 2.4.
Data Protection Act The General Data Protection Regulation (GDPR) or any enactment that amends or replaces it from time to time.
Event Outside Our Control Any act or event beyond our reasonable control, including without limitation, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or failure of public or private telecommunications networks.
Fee The sum identified as the “Fee” in the Contract, or the cost of the Ordered Service as stated on the Website at the time that your Order is placed with us in accordance with Condition 2.1.
General Terms of Business The terms and conditions to which this Annex 1 is annexed.
Intellectual Property Rights Any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, marketing methods and procedures and advertising literature, including the “look and feel” of any websites.
Order An order for the provision of part of the Equity Report Service that is placed with us in accordance with Condition 2.1.
Order Confirmation A written confirmation of your Order issued by us pursuant to Condition 2.3.
T&Cs The General Terms of Business (including this Annex) and the terms and conditions set out in the Contract.
Technical Support Telephone and email support for the purpose of providing support and assistance in rectifying technical or other difficulties with your Ordered Service, and (where necessary) for logging and reporting such difficulties to the Administrator.
User An individual that falls within the definition of “User” in the Contract i. e. all individuals directly employed or engaged in any capacity by you and whose business e-mail address, domain name or suffix incorporates your corporate name or main website address (or a recognisable variation thereof).