Online Subscription Terms

ONLINE SUBSCRIPTION TERMS

 

 

1.              Interpretation

 

1.1            The definitions and rules of interpretation in this clause apply in this Agreement.

 

this Agreement means these Terms & Conditions and the Subscription Form as may be signed by the User from time to time.

 

Business Day, means any day which is not a Saturday, Sunday or public holiday in the UK and/or other Euro zone countries.

 

Change of Control, means the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.

 

Confidential Information, means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5.

 

Effective Date, means the date of this Agreement.

 

Eurointelligence, means Eurointelligence Limited incorporated and registered in England and Wales with company number (5778200) whose registered office is at 1st Floor Barclays House, 51 Bishopric, Horsham, RH12 1BS.

 

Information, means the information made available to the User by Eurointelligence via emails and/or the Website or such other tools as may be used from time to time.

 

Initial Subscription Term, means the initial term of this Agreement as set out in the Instruction Form.

 

Login Details, means user name & password of each User.

 

Normal Business Hours, means 8.00 am to 6.00 pm local UK time, each Business Day.

 

Renewal Period, means the period described in clause 14.1.

 

Software, means the online software applications developed and provided by Eurointelligence as part of the Subscription Services.

 

User, means the person to which the Subscription Services will be provided by Eurointelligence as set out in the Subscription Form.

 

User Data, means the data inputted by the User or Eurointelligence on the User's behalf for the purpose of using the Subscription Services or facilitating the User’s use of the Subscription Services.

 

Subscription, means the subscription to the Subscription Services purchased by the User pursuant to clause 9.1 which entitle the User to access and use the Subscription Services and the Information in accordance with this Agreement.

Subscription Fees, means the subscription fees payable by the User to Eurointelligence for the User Subscriptions, as set out in the Subscription Form.

 

Subscription Form, means the form to be completed and signed by the User when Eurointelligence are instructed to provide the Subscription Services to the User;

 

Subscription Services, means the Information to be provided by Eurointelligence and sent to the User in the following format:

 

(1)  full version of the Daily Eurointelligence briefing, accessible on the Website with personalised login data (“Online Version”);

 

(2)  short version of the daily Eurointelligence briefing, with max 150 characters per news item, sent via email and the Link to Online Full Version (“Abbreviated & Online Version”); and/or

 

(3)  full version of the Daily Eurointelligence Briefing, sent via email and including the short version, with link to Online Version (“Full Information & Online Version”).

 

And the Link to Online Version and/or the Abbreviation & Online Version and/or the Full Information & Online Version shall hereinafter be referred to as the “Subscription Services”

 

Subscription Term has the meaning given in clause 14.1 being the Initial Subscription Term together with any subsequent Renewal Periods.

 

Support Subscription Services Policy, means Eurointelligence's policy for providing support in relation to the Subscription Services as made available at www.eurointelligence.com and/or www.eurointelligence.eu or such other website address as may be notified to the User from time to time.

 

Virus, means 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.

 

Website means www.eurointelligence.com and/or www.eurointelligence.eu or such other website as may be used by Eurointelligence form time to time.

 

1.2            Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3            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.

1.4            A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5            Words in the singular shall include the plural and vice versa.

1.6            A reference to one gender shall include a reference to the other genders.

1.7            A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.8            A reference to writing or written includes faxes but not e-mail.

1.9            References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2.              The Subscription

2.1            Subject to the User purchasing the Subscription in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, Eurointelligence hereby grants the User a non-exclusive, non-transferable right to use the Subscription Services and the Information during the Subscription Term solely for the User's personal use and information.

2.2            The User undertakes that he/she:

2.2.1       will not allow or suffer its Subscription to be used by any other person unless the User’s Subscription has been reassigned in its entirety to another person, in which case the User shall no longer have any right to access or use the Subscription Services and/or Information;

2.2.2       shall keep his Login Details for his/her use of the Subscription Services and Information and shall keep his/her password confidential;

2.2.3       shall permit Eurointelligence to audit the Subscription Services in order to establish the name and password of the User.  Such audit may be conducted no more than once per quarter, at Eurointelligence's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the User's normal conduct of business;

2.2.4       if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not a User, then without prejudice to Eurointelligence's other rights, the User shall promptly disable such passwords and Eurointelligence shall not issue any new passwords to any such individual; and

2.2.5       if any of the audits referred to in clause 2.2.5 reveal that the User has underpaid Subscription Fees to Eurointelligence, then without prejudice to Eurointelligence’s other rights, the User shall pay to Eurointelligence an amount equal to such underpayment as calculated in accordance with the prices set out in the Subscription Form within 10 Business Days of the date of the relevant audit.

2.3            The User shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Subscription Services that:

2.3.1       is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.3.2       facilitates illegal activity;

2.3.3       depicts sexually explicit images;

2.3.4       promotes unlawful violence;

2.3.5       is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.3.6       in a manner that is otherwise illegal or causes damage or injury to any person or property;

and Eurointelligence reserves the right, without liability or prejudice to its other rights to the User, to disable the User’s access to any material that breaches the provisions of this clause.

2.4            The User shall not:

2.4.1       except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties or in writing by Eurointelligence:

(a)      and except to the extent expressly permitted under this Agreement, 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 Information as applicable in any form or media or by any means; or

(b)      attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2.4.2       access all or any part of the Subscription Services and Information in order to build a product or service which competes with the Subscription Services and/or the Information; or

2.4.3       use the Subscription Services and/or Information to provide Subscription Services to third parties; or

2.4.4       subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or Information available to any third party, or

2.4.5       attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or Information, other than as provided under this clause 2; and

2.5            The User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and/or the Information and, in the event of any such unauthorised access or use, promptly notify Eurointelligence.

2.6            The rights provided under this clause 2 are granted to the User only. For the avoidance of doubt, if the User is a business, company or an organisation only one the registered individual within the business, company or organisation shall have the right to use the Subscription Services and if any other individual/s using the registered individual’s Login Details to access the Subscription Services, such use shall constitute a material breach of this Agreement.

3.              Additional user subscriptions

3.1            Subject to the provisions of this Clause 3, Eurointelligence may, if it has available and/or if it thinks fit in its absolute discretion to make available from time to time during any Subscription Term, offer the User to purchase additional User Subscriptions in excess of the number set out in the Subscription Form and Eurointelligence shall quote the applicable additional user subscription fee at the time.

3.2            If the User wishes to purchase additional User Subscriptions, the User shall notify Eurointelligence in writing. Eurointelligence shall evaluate such request for additional User Subscriptions and respond to the User with approval or rejection of the request.

3.3            If Eurointelligence approves the User’s request to purchase additional User Subscriptions, Eurointelligence will grant access to the Information in accordance with the provisions of this Agreement.

3.4            The User then shall, within 30 days of the date of Eurointelligence’s invoice, pay to Eurointelligence the relevant fees for such additional User Subscriptions as shall be applicable at the time and, if such additional User Subscriptions are purchased by the User part way through the Initial Subscription Term or any Renewal Period as applicable, such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period as applicable.

3.5            For the avoidance of doubt, nothing in this clause shall oblige Eurointelligence to have in place or offer additional user subscription.  

4.              Subscription Services

4.1            Eurointelligence shall, during the Subscription Term, provide the Subscription Services and make available the Information to the User on and subject to the terms of this Agreement.

4.2            Eurointelligence shall use commercially reasonable endeavours to make the Subscription Services available throughout the Business Days of a calendar year except for:

4.2.1       summer and winter breaks, the exact time, dates and length of which shall be in Eurointelligence’s sole discretion, but likely to constitute six weeks and take place during July/August and December/January of every year;

4.2.2       unpredicted illness or sickness that prevents the relevant experts of Eurointelligence to perform the Subscription Services in the usual manner, and Eurointelligence will use reasonable endeavours to find suitable replacement if such sickness or illness is likely to cause cessation of the Subscription Services for more than one calendar month;

4.2.3       planned maintenance carried out as shall be announced;

4.2.4       unscheduled maintenance performed outside Normal Business Hours, provided that Eurointelligence has used reasonable endeavours to give the User notice in advance as soon as it is able to; and

4.2.5       unpredictable events such as Virus, power failure, etc.

4.3            Eurointelligence will, as part of the Subscription Services and at no additional cost to the User, provide the User with Eurointelligence’s standard User support Subscription Services during Normal Business Hours in accordance with Eurointelligence's Support Subscription Services Policy in effect at the time that the Subscription Services are provided.  Eurointelligence may amend the Support Subscription Services Policy in its sole and absolute discretion from time to time.  The User may purchase enhanced support Subscription Services separately at Eurointelligence’s then current rates.

4.4            For the avoidance of doubt, a successful departure of an email from Eurointelligence’s email server shall be regarded as a successful provision of the Subscription Services.

5.              User data

5.1            The User shall own all right, title and interest in and to all of the User Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data.

5.2            Eurointelligence shall follow its archiving procedures for User Data and such procedures may be amended by Eurointelligence in its sole discretion from time to time.  In the event of any loss or damage to User Data, the User's sole and exclusive remedy shall be for Eurointelligence to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data maintained by Eurointelligence. Eurointelligence shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party.

5.3            Eurointelligence shall, in providing the Subscription Services, comply with its privacy and security procedures and such procedures may be amended from time to time by Eurointelligence in its sole discretion.

5.4            If Eurointelligence processes any personal data on the User’s behalf when performing its obligations under this Agreement, the parties record their intention that the User shall be the data controller and Eurointelligence shall be a data processor and in any such case:

5.4.1       the User acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the User is located in order to carry out the Subscription Services and Eurointelligence’s other obligations under this Agreement; and

5.4.2       the User shall transfer the relevant personal data to Eurointelligence so that Eurointelligence may lawfully use, process and transfer the personal data in accordance with this Agreement on the User's behalf.

6.              Third party providers

6.1            The User acknowledges that the Subscription Services may enable or assist it to access the website content of, correspond with, and purchase products and Subscription Services from, third parties via third-party websites and that it does so solely at its own risk.

6.2            Eurointelligence makes no representation 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 User, with any such third party. 

6.3            Any contract entered into and any transaction completed via any third-party website is between the User and the relevant third party, and not Eurointelligence.  Eurointelligence recommends that the User refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. 

6.4            For the avoidance of doubt, Eurointelligence does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Subscription Services.

7.              Eurointelligence's obligations

7.1            Eurointelligence undertakes that the Subscription Services will be performed substantially in accordance with the Information and with reasonable skill and care.

7.2            The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Subscription Services contrary to Eurointelligence's Subscription, or modification or alteration of the Subscription Services by any party other than Eurointelligence or Eurointelligence's duly his/her contractors or agents. If the Subscription Services do not conform with the foregoing undertaking, Eurointelligence will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the User with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the User's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.  Notwithstanding the foregoing, Eurointelligence:

7.2.1       does not warrant that the User's use of the Subscription Services will be uninterrupted or error-free; or that the Subscription Services, Information and/or the information obtained by the User through the Subscription Services will meet the User's requirements; and

7.2.2       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 User acknowledges that the Subscription Services and Information may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3            This Agreement shall not prevent Eurointelligence from entering into similar agreements with third parties, or from independently developing, using, selling or licensing Information, products and/or Subscription Services which are similar to those provided under this Agreement.

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

8.              User's obligations

8.1            The User shall:

8.1.1       provide Eurointelligence with:

(a)      all necessary co-operation in relation to this Agreement; and

(b)      all necessary access to such information as may be required by Eurointelligence;

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

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

8.1.3       carry out all other User responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the User's provision of such assistance as agreed by the parties, Eurointelligence may adjust any agreed timetable or delivery schedule as reasonably necessary;

8.1.4       use the Subscription Services and the Information in accordance with the terms and conditions of this Agreement;

8.1.5       obtain and shall maintain all necessary licences, consents, and permissions necessary for Eurointelligence, its contractors and agents to perform their obligations under this Agreement, including without limitation the Subscription Services;

8.1.6       ensure that its network and systems comply with the relevant specifications provided by Eurointelligence from time to time; and

8.1.7       be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Eurointelligence’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User's network connections or telecommunications links or caused by the internet.

9.              Charges and payment

9.1            The User shall pay the Subscription Fees to Eurointelligence for the User Subscriptions in accordance with this clause 9 and the Subscription Form.

9.2            The User shall on the Effective Date provide to Eurointelligence valid, up-to-date and complete credit card details or approved purchase order information acceptable to Eurointelligence and any other relevant valid, up-to-date and complete contact and billing details and, if the User provides:

9.2.1       its credit card details to Eurointelligence, the User hereby authorises Eurointelligence to bill such credit card:

(a)      on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term annually up front due at every annual anniversary of the Effective Date; and

(b)      subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

9.2.2       its approved purchase order information to Eurointelligence, Eurointelligence shall invoice the User:

(a)      on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(b)      subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

and the User shall pay each invoice within 30 days after the date of such invoice.

9.3            If Eurointelligence has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Eurointelligence:

9.3.1       Eurointelligence may, without liability to the User, disable the User’s password, account and access to all or part of the Subscription Services and Eurointelligence shall be under no obligation to provide any or all of the Subscription Services while the invoice(s) concerned remain unpaid; and

9.3.2       interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

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

9.4.1       shall be payable in Euro & Pounds Sterling;

9.4.2       are, subject to clause 13.4.2, non-cancellable and non-refundable;

9.4.3       are exclusive of value added tax, which shall be added to Eurointelligence's invoice(s) at the appropriate rate.

9.5            Eurointelligence shall be entitled to increase the Subscription Fees and/or the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at the start of each Renewal Period upon 90 days' prior notice to the User and the Subscription Form shall be deemed to have been amended accordingly.

10.           Proprietary rights

10.1         The User acknowledges and agrees that Eurointelligence and/or its licensors own all intellectual property rights in the Subscription Services and the Information. Except as expressly stated herein, this Agreement does not grant the User any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks whether registered or unregistered, or any other rights or licences in respect of the Subscription Services or the Information.

10.2         Eurointelligence confirms that it has all the rights in relation to the Subscription Services and the Information that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

11.           Confidentiality

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

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

11.1.2     was in the other party's lawful possession before the disclosure;

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

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

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

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

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

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

11.5         The User acknowledges that details of the Subscription Services, and the results of any performance tests of the Subscription Services, constitute Eurointelligence's Confidential Information.

11.6         Eurointelligence acknowledges that the User Data is the Confidential Information of the User.

11.7         This clause 11 shall survive termination of this Agreement, however arising.

12.           Indemnity

12.1         The User shall defend, indemnify and hold harmless Eurointelligence against claims, actions, proceedings, losses, damages, expenses and costs including without limitation court costs and reasonable legal fees arising out of or in connection with the User's use of the Subscription Services and/or Information, provided that:

12.1.1     the User is given prompt notice of any such claim;

12.1.2     Eurointelligence provides reasonable co-operation to the User in the defence and settlement of such claim, at the User's expense; and

12.1.3     the User is given sole authority to defend or settle the claim.

12.2         Eurointelligence shall defend the User, its officers, directors and employees against any claim that the Subscription Services or Information infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the User for any amounts awarded against the User in judgment or settlement of such claims, provided that:

12.2.1     Eurointelligence is given prompt notice of any such claim;

12.2.2     the User provides reasonable co-operation to Eurointelligence in the defence and settlement of such claim, at Eurointelligence's expense; and

12.2.3     Eurointelligence is given sole authority to defend or settle the claim.

12.3         In the defence or settlement of any claim, Eurointelligence may procure the right for the User to continue using the Subscription Services, replace or modify the Subscription Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 5 Business Days’ notice to the User without any additional liability or obligation to pay liquidated damages or other additional costs to the User.

12.4         In no event shall Eurointelligence, its employees, agents and sub-contractors be liable to the User to the extent that the alleged infringement is based on:

12.4.1     a modification of the Subscription Services or Information by anyone other than Eurointelligence; or

12.4.2     the User's use of the Subscription Services or Information in a manner contrary to the Subscription given to the User by Eurointelligence; or

12.4.3     the User's use of the Subscription Services or Information after notice of the alleged or actual infringement from Eurointelligence or any appropriate authority.

12.5         The foregoing and clause 13.4.2 state the User's sole and exclusive rights and remedies, and Eurointelligence's including Eurointelligence’s employees', agents' and sub-contractors’ entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13.           Limitation of liability

13.1         This clause 13 sets out the entire financial liability of Eurointelligence including any liability for the acts or omissions of its employees, agents and sub-contractors to the User:

13.1.1     arising under or in connection with this Agreement;

13.1.2     in respect of any use made by the User of the Subscription Services and Information or any part of them; and

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

13.2         Except as expressly and specifically provided in this Agreement:

13.2.1     the User assumes sole responsibility for results obtained from the use of the Subscription Services and the Information by the User, and for conclusions drawn from such use. Eurointelligence shall have no liability for any damage caused by errors or omissions in any information, Subscription or scripts provided to Eurointelligence by the User in connection with the Subscription Services, or any actions taken by Eurointelligence at the User's direction;

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

13.2.3     the Subscription Services and the Information are provided to the User on an "as is" basis.

13.3         Nothing in this Agreement excludes the liability of Eurointelligence:

13.3.1     for death or personal injury caused by Eurointelligence's negligence; or

13.3.2     for fraud or fraudulent misrepresentation.

13.4         Subject to clause 13.2 and clause 13.3:

13.4.1     Eurointelligence shall not be liable whether in tort including for negligence or breach of statutory duty, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

13.4.2     Eurointelligence's total aggregate liability in contract including in respect of the indemnity at clause 12.2, tort including negligence or breach of statutory duty, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

14.           Term and termination

14.1         This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

14.1.1     either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

14.1.2     otherwise terminated in accordance with the provisions of this Agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

14.2         Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:

14.2.1     the other party commits a material breach of any of the terms of this Agreement and if such a breach is remediable fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

14.2.2     an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or

14.2.3     an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986; or

14.2.4     a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or

14.2.5     the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

14.2.6     the other party ceases, or threatens to cease, to trade; or

14.2.7     there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or

14.2.8     the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

14.3         On termination of this Agreement for any reason:

14.3.1     all licences granted under this Agreement shall immediately terminate;

14.3.2     each party shall return and make no further use of any equipment, property, Information and other items and all copies of them belonging to the other party;

14.3.3     Eurointelligence may destroy or otherwise dispose of any of the User Data in its possession unless Eurointelligence receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the User of the then most recent back-up of the User Data. Eurointelligence shall use reasonable commercial endeavours to deliver the back-up to the User within 30 days of its receipt of such a written request, provided that the User has, at that time, paid all fees and charges outstanding at and resulting from termination whether or not due at the date of termination. The User shall pay all reasonable expenses incurred by Eurointelligence in returning or disposing of User Data; and

14.3.4     the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

15.           Force majeure

Eurointelligence shall have no liability to the User under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes whether involving the workforce of Eurointelligence or any other party, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Eurointelligences or sub-contractors, provided that the User is notified of such an event and its expected duration.

16.           Waiver

16.1         A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

16.2         Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

17.           Severance

17.1         If any provision or part of a provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

17.2         If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

18.           Entire agreement

18.1         This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

18.2         Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding whether in writing or not of any person whether party to this Agreement or not relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

19.           Assignment

19.1         The User shall not, without the prior written consent of Eurointelligence, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

19.2         Eurointelligence may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

20.           No partnership or agency

Nothing in this 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.

21.           Third party rights

This Agreement does not confer any rights on any person or party other than the parties to this Agreement and, where applicable, their successors and permitted assigns pursuant to the Contracts (Rights of Third Parties) Act 1999.

22.           Notices

22.1         Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this Agreement.

22.2         A notice delivered by hand shall be deemed to have been received when delivered or if delivery is not in business hours, at 9 am on the first business day following delivery. A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received on despatch, provided that the sender does not receive any indication that the email message transmission has not been successfully transmitted to the intended recipient.

23.           Governing law and jurisdiction

23.1         This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims are governed by, and construed in accordance with, the law of England.

23.2         The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation including non-contractual disputes or claims.