1.DEFINITIONS
You or Your: The person, firm, corporation or other organisation entering into this agreement with us by accepting these terms. Where the context so requires, You or Your includes your Authorised Users.
Us, We, or Our: Infopro Digital Services Limited, a company registered in England and Wales (company number 04699701).
Affiliates: in respect of any person to whom the term Affiliate refers a company, corporation or partnership or other business entity (“entity”) which is directly or indirectly controlled by or under substantially common control with or controls (as the case may be) the person so referred to and for this purpose “control” means the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership, agreement or other document regulating the entity in question) that the entity’s affairs are conducted in accordance with its wishes.
Authorised Users: those persons listed in the Order or such other persons as are agreed by the parties from time to time.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 6.
Data: has the meaning given in the Schedule attached hereto.
Data Subjects: has the meaning given in Data Protection Laws.
Data Protection Laws: means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended
Digital Materials: the electronic materials described more fully in the Order under ‘Services’
Materials: the Print Materials and Digital Materials.
Order: the order form completed and signed by the parties or other written confirmation setting out the particulars of the subscription We are to provide You.
Print Materials: the printed physical materials described more fully in the Order under ‘Services’
Services: the provision of Materials and Data.
Subscriber Data: The data input by you (and anyone authorised by you) for use in conjunction with the Materials.
Subscription Fee: The subscription fee for the Services to be provided under this agreement, as specified in our invoice relating to this agreement.
Subscription Period: The period in respect of which either (a) a Subscription Fee is payable for the Services, as specified in our invoice relating to this agreement or (b) a free trial is to operate as specified in writing by Us.
Term: the period starting from the Start Date and expiring on the End Date as set out in the Order.
2.AUTHORITY AND LICENCE FOR USE OF DIGITAL MATERIALS AND DATA
2.1 We authorise you and/or your Authorised Users to use the Digital Materials specified in the Order on a non-exclusive basis for the Term for which you agree to pay us the Subscription Fee save insofar as You and We have agreed that the Digital Materials will be provided without charge for a limited trial period in which case the balance of these Terms and Conditions shall be binding.
2.2 The Subscription Fee shall be paid to Us or such Affiliate of Ours as is specified in the Order save insofar as the Order provides that the Subscription Fee may be paid via a third party agent of Yours (“Third Party Agent”). In the event that payment is made via a Third Party Agent You shall indemnify Us and keep Us indemnified against any loss, damage, costs and expenses We suffer or incur as a result of any default by the Third Party Agent in making payment of the Subscription Fee in accordance with the terms of the Order as otherwise set out in this agreement.
2.3 The authorities and licences set out in clause 2.1 above and 3.1 below start when you enter into this agreement and end
(a) if the Subscription Period expires without your agreeing to renew this agreement on the terms and Subscription Fee then applying; or
(b) If this agreement is terminated under clause 8.
2.4 You and/Your Authorised Users may:
(a) Search, view, copy and print out a single copy of material containing Digital Materials for your own use provided that such copies are not made available to any person who is not an Authorised User;
(b) Access the Digital Materials while away from your principal place of work.
2.5 You shall not:
(a) Attempt to duplicate, modify, disclose or distribute any portion of the Digital Materials except as expressly permitted in this Agreement and for the avoidance of doubt You may not facilitate the making available of the Digital Materials to anyone who is not an Authorised User; or
(b) Host the Digital Materials (or any copy or copies thereof) on any server or other device or otherwise provide access to the Digital Materials (or any copy or copies thereof) except as expressly permitted in this Agreement.
2.6 Your use of the Data is subject to the terms hereof and to those additional terms and conditions set out in the Schedule attached hereto. In the event of any conflict, the terms of the Schedule shall prevail.
3.AUTHORITY AND LICENCE FOR USE OF PRINT MATERIALS
3.1 We authorise you to use the Print Materials specified in the Order on a non-exclusive basis for the Term or which you agree to pay Us the Subscription Fee save insofar as You and We have agreed that the Print Materials will be provided without charge for a limited trial period in which case the balance of these Terms and Conditions shall be binding.
3.2 You may copy the Print Materials for Your own internal use provided that such copies are not provided to any person who is not an Authorised User;
3.3 You shall not attempt to reproduce or distribute any portion of the Print Materials except as expressly permitted in this Agreement.
4.YOUR OBLIGATIONS
4.1 You will take all steps necessary to ensure that Authorised Users comply with the terms of use of the Services in this agreement and do not:
(a) copy, print out or otherwise reproduce any Materials nor any material relating to part of the Services, except as permitted under this Agreement or authorised by us in writing;
(b) make any part of the Materials or of the Services available to any third party other than the Authorised Users, except as permitted under this agreement or authorised by us in writing;
(c) Alter any part of the Materials or Services; or
(d) Purport to assign or otherwise dispose of your rights under this agreement.
4.2 You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Materials or Services using accounts created with your username and password, including without limitation taking all necessary steps to ensure that no part of the Materials or Services is accessible to an Authorised User after his or her employment by You ends. You will be required to co-operate with Our reasonable requirements from time to time in this regard.
4.3 You acknowledge and agree that we and our licensors own all intellectual property rights in the Materials. Except as expressly stated to the contrary, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Materials or any related documentation.
4.4 You are responsible for configuring your information technology, computer programs and platform in order to access the Services. Notwithstanding clause 5.2, you should use your own virus protection software.
4.5 In the event that You are unable to access the Digital Materials for a period exceeding 48 hours’ duration You must inform Us no later than 7 days thereafter. We are unable to accept any liability in respect of loss and damage arising from any failure to comply with the foregoing requirement.
4.6 We reserve the right to suspend provision of the Services in the event that you fail to make payment of the Subscription Fee in accordance with the relevant invoice. In the event such right is exercised provision of the Services shall be restored on our receipt of full payment of the outstanding Subscription Fee.
4.7 We reserve the right to deploy analytics software to monitor the compliance of You and Your Authorised Users with the terms of this Agreement.
5.OUR OBLIGATIONS
5.1 We warrant that you will not infringe any third party intellectual property rights by using the Materials.
5.2 We will take reasonable steps to ensure that any data files we supply to you as part of the Service are virus-free.
5.3 We will use our best endeavours to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).
5.4 We will use our best endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom business hours.
6.CONFIDENTIALITY
6.1 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:
(a) Is or becomes publicly known other than through any act or omission of the receiving party; or
(b) Was in the other party’s lawful possession before the disclosure; or
(c) Is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) Is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
6.2 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.
6.3 Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed except in accordance with the terms of this agreement.
6.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in our case, those third parties sub- contracted by us to perform services related to Subscriber Data maintenance and back-up).
6.5 We acknowledge that the Subscriber Data is your Confidential Information.
6.6 This clause shall survive termination of this agreement, however arising, by two years.
7.DATA PROTECTION
7.1 In this clause 7, ‘personal data’, ‘data subject’ and ‘processing’ have the meanings given to them in the Data Protection Laws unless otherwise stated.
7.2 To the extent that the Data includes personal data, each party shall comply with all Data Protection Laws that apply to it and shall not put the other in breach of any Data Protection Laws. For the avoidance of doubt any personal data of representatives of the Customer required for processing the Customer’s order shall be retained in accordance with the provisions of Data Protection Laws and the Supplier’s privacy policy, a copy of which may be found at https://www.infopro-digital.com/terms- conditions/privacy-policy/?lang=en.
8.COMPLIANCE
8.1 Each party shall comply with the Bribery Act 2010;
8.2 Without limitation to Clause 8.1, neither party will make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such bribe or other improper payment to be made or received on its behalf, either in the United Kingdom or elsewhere, and each party will implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
8.3 In this Clause 8, the expression ‘adequate procedures’ will be construed in accordance with the Bribery Act 2010 and documents published under it.
8.4 Each party shall comply fully with the requirements of the Modern Slavery Act 2015.
9.TAX EVASION FACILITATION PREVENTION
9.1 For the purposes of this Clause 9:
(a) the expressions ‘Prevention Procedures’, ‘UK Tax Evasion Offence’ and ‘Foreign Tax Evasion Offence’ will be construed in accordance with Part 3 of the Criminal Finances Act 2017 (‘CFA 2017’) and guidance published under it;
(b) Corporate Failure to Prevent Offence means an offence under section 45 and/or section 46 of CFA 2017 and any other applicable United Kingdom laws, legislation, statutory instruments and regulations in relation to preventing the facilitation of tax evasion and any similar or equivalent laws in any other relevant jurisdiction;
9.2 You will ensure that You will not by any act or omission commit, or cause, facilitate or contribute to the commission by any person including Us, of a:
(a) Corporate Failure to Prevent Offence;
(b) UK Tax Evasion Offence; or
(c) Foreign Tax Evasion Offence in connection with the performance of the Services and this Agreement.
9.3 You will not solicit or engage with or take steps to solicit or engage with any person associated with Us to facilitate the commission of a UK Tax Evasion Offence or a Foreign Tax Evasion Offence in connection with the performance of the Services and this Agreement.
9.4 You will pay, in full and in a timely manner, all taxes due and payable relating to all monies, remuneration, profit and value received or payable by You in connection with the provision of the Services and this Agreement.
9.5 Without prejudice to Clause 9.2, You shall comply with Our Prevention Procedures as notified to You from time to time.
9.6 You warrant and represent that you have not:
(a) been investigated in connection with, or charged with having committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence;
(b) received any court orders, warrants or oral or written notices from a government prosecuting authority concerning any actual or alleged violation by it of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence; or
(c) received any report (including a report from your auditors or any other person) or discovered any evidence suggesting that You have committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence.
9.7 You must immediately notify Us as soon as You become aware of any allegation, investigation, evidence or report relating to a breach or possible breach of any of the requirements in this Clause 9.
10.LIABILITY
10.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
(a) Any breach of this agreement;
(b) Any use made by you of the Services or any part of them; and
(c) Any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this agreement.
10.2 Except as expressly and specifically provided in this agreement all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
10.3 Nothing in this agreement excludes our liability:
(a) For death or personal injury caused by our negligence; or
(b) For fraud or fraudulent misrepresentation.
10.4 Subject to clause 10.3 above:
(a) we shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose.
10.5 Under this clause, our liability includes that of any Affiliate and our and their respective agents, employees and sub-contractors, you includes any other party claiming through you and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Services, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
10.6 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock- outs or other industrial disputes, failure of a utility service or transport or communications 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 or storm.
11.TERMINATION
11.1 This agreement will terminate if you are in material breach of any of its terms and if the breach is not remedied within the period of fifteen working days after written notice of it has been given to you.
11.2 On termination of this agreement for any reason:
(a) All licences granted under this agreement shall immediately terminate;
(b) Subject to the exceptions in this sub-clause, you will take reasonable steps to delete the Materials from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of any part of the Materials. You are not required to delete or destroy printouts containing Materials that were made prior to termination, or copies of such printouts;
(c) We may destroy or otherwise dispose of any of the Subscriber Data in our possession unless we receive, no later than ten days after the effective date of the termination or expiry of this agreement, a written request for the delivery to you of a print-out of the then most recent back-up of the Subscriber Data. We shall use reasonable endeavours to deliver the print-out to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in delivering such print-out; and
(d) Termination shall not affect or prejudice 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.
12.3 If You are a regulated firm or otherwise subject to record-keeping requirements imposed by applicable laws, you may keep archival copies of the Materials for your legal and regulatory compliance purposes, provided that:
(a) You retain only the minimum amount of the Materials, including extracts from the Materials, such that the information you retain has no independent commercial value, and could not be used as a substitute for Our Services, or any part of them;
(b) You identify the legal and regulatory rules which require you to retain the Materials for compliance purposes; and
(c) You promptly certify your compliance with sub-clause 12.2(b) and this clause 12.3 (and explain the legal and regulatory rules that require you to retain the Materials), if We request this.
12.GENERAL PROVISIONS
12.1 The rights provided under this agreement are granted to you only, and shall not without our prior written consent be considered granted to any Affiliate of yours. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
12.2 We may not without Your prior written consent, assign, transfer or charge any of Our rights in this Agreement save in respect of Affiliates of Ours.
12.3 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
12.4 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.
12.5 Any notice to be served pursuant to this Agreement shall be sent by email to the address You advise, or, in Our case to infopro@subscription.co.uk or such other address as We advise You from time to time.
12.6 This agreement and the Subscription Fee invoice constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
12.7 English law governs this agreement and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales in respect of all claims (including non-contractual claims).
12.8 This Agreement may be executed by electronic signature. You hereby waive any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to the Agreement for the purposes of proceedings issued in respect of any of its terms.
SCHEDULE TERMS AND CONDITIONS OF DATA LICENCE
1.Definitions and interpretation
Words and expressions shall have the meanings given to them in this Agreement, including without limitation as set out below.
| Agreement | means these Terms and Conditions and the Order; |
| Confidential Information | means any and all confidential information, (whether in oral, written or electronic form) including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other’s business, finance or technology, know-how, intellectual property, assets, strategy, products and customers, including without limitation information relating to manufacturing or other processes, management, financial, marketing, technical and other operations of any person, firm, or organisation associated with that party, including any confidential Data and the contents of this Agreement; |
| Control Customer | has the meaning given to it in section 1124 of the Corporation Tax Act 2010; means as set out in the Order; |
| Data | means the information being supplied and licensed by the Supplier under this Agreement, as described in the Order and/or sub-clause 2.1(a), which shall include, for the avoidance of doubt, any updates, additions or new versions thereof together with such other information as is provided to the Customer from time to time by or on behalf of the Supplier in connection with this Agreement; |
| Data Protection Laws | means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; |
| Fees | means the fees and other amounts payable under clause 3 (Fees, expenses and payment) below; |
| Intellectual Property Rights | means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights, rights in the Data or any other data, semiconductor chip topography rights, the right to sue for passing off, utility models, domain names and all similar rights and, in each case: whether registered or not,including any applications to protect or register such rights,including all renewals and extensions of such rights or applications,whether vested, contingent or future andwherever existing. |
| Order | means either the purchase order form completed and signed by the parties or other written confirmation, in both cases setting out the particulars of the terms on which the Data is to be licensed to the Customer. |
| Software | means the source code deployed to facilitate the functionality of the Data; |
| Supplier | means Infopro Digital Services Limited, registered in England and Wales no. 04699701 at Fifth Floor, 133 Houndsditch, London EC3A 7BX. |
| Term | means as set out in the Order; |
| VAT | means United Kingdom value added tax and any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom; |
| Website | means the Licensor’s proprietary website specified in the Order from which the Data can be accessed. |
2. Data supply, licence and maintenance
2.1 The Supplier grants the Customer a licence to access and use the Data (including any Intellectual Property Rights therein) for the Term, subject to the terms set out below.
(a) Data description: As set out in the Order. For the avoidance of doubt, any other services requested by the Customer that are not set out in the Order may be supplied by the Supplier subject to such terms and conditions as the Supplier shall reasonably require.
(b) Format of supply: The Data will be made available to the Customer by providing log-in and password details necessary to provide access on the relevant pages of the Websites.
(c) Licence scope: The licence is non-exclusive and includes the right to use any Intellectual Property Rights in the Data where necessary or desirable for the Customer to make use of the licensed Data in accordance with this Agreement.
(d) Licence transferability: This licence is non-transferable by the Customer and cannot be sub-licensed without the Supplier’s consent (such consent not to be unreasonably withheld or delayed).
(e) Licensed territory: The licence only relates to use of the Data (and any associated Intellectual Property Rights) in the UK and the Republic of Ireland (‘the Territory’) and the Customer shall not without the prior written consent of the Supplier (such consent not to be unreasonably withheld or delayed) export or permit to be exported any Data from the Territory;
(f) Licensed use: The licensed Data may only be used in accordance with the provisions of clause 2.2 below, any conditions specified in the Order and in connection with the Customer’s ordinary course of business and may not be reproduced, re-sold or distributed to third parties except as set out herein;
(g) Other conditions: Each party shall be responsible at its own expense for complying with any applicable laws that apply to it, including Data Protection Laws.
(h) Except as expressly set out in this Agreement, no Intellectual Property Rights of either party in the Data or otherwise are assigned or transferred except as expressly agreed in writing by the parties.
2.2 The Customer may not do or permit or authorise the doing of any of the following acts in relation to the Data or the Website:
(a) use in a way that is unlawful;
(b) use in connection with any material which contains computer viruses or spyware or malware of any description or with any material which is designed to adversely affect the operation of any computer hardware or software or any communications network;
(c) use in any manner in which simultaneous access by multiple users is permitted;
(d) copy, sell, rent, lend, lease, license, sub-license, distribute or in any other manner transfer or grant any rights to third parties; or
(e) decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Software other than in the circumstances set out in clause 3.3.
(f) remove or modify any copyright or similar notices, or any of the Supplier’s or any other person’s branding, that the Software causes to be displayed when used; or
(g) attempt to circumvent or interfere with any security features of the Software.
2.3 If it is necessary for the Customer to decompile the Software in order to create an independent program to allow the interoperability of the Software with other software, it shall notify the Supplier in writing in advance and request the provision of the information necessary to enable such interoperability. The Supplier may, but is not obliged to, provide such information and assistance to the Customer as it considers appropriate.
2.4 The Supplier shall be responsible for such maintenance of the Website and Data as it considers to be essential to ensure that functionality is not materially adversely affected.
2.5 The Supplier shall maintain the Data from time to time to remove any bugs or other malware (“Faults”). For the avoidance of doubt, such maintenance shall not include
(a) The correction of Faults attributable to the acts or omissions of the Customer;
(b) The correction of Faults arising from the Customer’s unauthorised use of the Data;
(c) Travel to the Customer’s premises
(d) The Supply of updates attributable to the Customer’s upgrade of its IT systems
(e) Faults attributable to a failure of the Customer’s hardware, telecommunications network or electricity supply.
2.6 Any enhancements to the Data or other products and services available from the Supplier may be purchased by the Customer on such terms and conditions as the Supplier reasonably requires from time to time.
2.7 The Customer shall accept responsibility for configuring its information technology, computer programs and platform in order to access the Data.
2.8 The Customer may grant sub-licences in respect of the Data on the same terms as set out herein with the exception of this clause 3.8 provided that (a) it shall remain responsible to the Supplier for all acts and omissions of the relevant sub-licensee that are not permitted herein
(b) it confirms to the Supplier the existence of sub-licence immediately thereafter; and (c) it complies with the provisions of clause 4.7 below.
3. Fees, expenses and payment
3.1 The Customer shall pay the Supplier those amounts set out in the Order in accordance with the Supplier’s payment instructions, which may be reviewed by the Supplier at any time during the Term.
3.2 All amounts due under this Agreement are exclusive of VAT, sales or other tax applicable which shall be paid in addition by the Customer at the rate and in the manner for the time being prescribed by law.
3.3 The Supplier shall invoice the Customer electronically to the email address notified by the Customer in writing to the Supplier for all sums due under this Agreement and the Customer shall remain solely responsible for payment of the Fees in accordance with the terms hereof.
3.4 Where sums due are not paid in full by the due date, the Supplier may, without limiting its other rights, charge interest on such sums at the Late Payment of Commercial Debts rate from time to time in force and/or suspend the operation of the Licence.
3.5 Interest will apply from the due date for payment until actual payment in full, whether before or after judgment.
3.6 Time shall be of the essence in respect of the payment of fees due pursuant to this clause 3.
3.7 The Supplier shall invoice the Customer in respect of any the sub-licences it has granted, at the price shown on the Order notwithstanding any agreement made with the relevant sub- licensee. The Customer shall be solely responsible for any invoicing and collection of the sums due from the relevant sub-licensees. In the event that the Customer fails to make timely and full payment of all sums due under the Supplier’s invoice the Supplier reserves the right to suspend or terminate the relevant sub-licensee’s access to the Data.
4. Warranties
4.1 The Supplier warrants and represents to the Customer that:
(a) the Supplier has the right to grant to the Customer the rights contemplated herein;
(b) the Data contains nothing which infringes the statutory or common law rights of any third party;
(c) the Data and any Intellectual Property Rights in the Data are not subject to any claims or litigation, are free from all liens and encumbrances and do not infringe any rights (whether of intellectual property of otherwise) of any third party;
(d) the Data shall be consistent with the terms of any documentation supplied with it provided the Customer has followed all instructions for the set-up and configuration of the systems required to access the Data;
(e) any and all technical information contained within the Data has been obtained from third parties and the Supplier is unable to guarantee its accuracy.
4.2 To the extent that the Data includes personal data, each party warrants to the other that it has complied with all Data Protection Laws that are applicable to it in relation to such data.
4.3 All other warranties and representations, whether statutory or implied, are hereby expressly excluded to the fullest extent permitted by law.
5. Confidentiality and Data protection
5.1 In this Agreement, ‘personal data’, ‘data subject’ and ‘processing’ have the meanings given to them in the Data Protection Laws unless otherwise stated.
5.2 To the extent that the Data includes personal data, each party shall comply with all Data Protection Laws that apply to it and shall not put the other in breach of any Data Protection Laws. For the avoidance of doubt any personal data of representatives of the Customer required for processing the Customer’s order shall be retained in accordance with the provisions of Data Protection Laws and the Supplier’s privacy policy, a copy of which may be found at https://www.infopro-digital.com/terms-conditions/privacy-policy/?lang=en.
6. Data Use and Restrictions
6.1 The rights granted to the Customer under this Agreement do not include any resale of any part of the Data; any collection and use of any derivative of the Website or its contents; any downloading or copying of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools.
6.2 The Data may not be reproduced, duplicated, copied, sold, resold or otherwise exploited (in whole or in part) for any purpose inconsistent with the limited rights granted to the Customer under this Agreement.
6.3 The Customer may not frame or utilise framing techniques to enclose any trade mark, logo, or other Licensor-generated content of the Website, or use meta tags or any other “hidden text” or data elements utilising the Licensor’s name or trademarks without the express written consent of the Licensor.
6.4 The Licensor shall in no way be responsible or liable for unauthorised use or disclosure of personal information by the Customer.
7. Limits on liability
7.1 The Supplier shall not be liable to the Customer for any loss and damage arising from:
(a) The Customer’s failure to follow the Supplier’s instructions in respect of accessing the Data;
(b) Any third party claims arising from repair works undertaken in reliance on the Data;
(c) Non-availability of the Data as a result of third party hardware, software or infrastructure faults