GPI Data Terms 2021
Standard Terms and Conditions GPI DATA Sales
(A) The Supplier has curated and owns certain sets of Data which it makes available to Customers for the Purpose set out in the applicable Statement of Work
(B) The Customer wishes to purchase the Supplier’s Data in order to service in its business operations.
(C) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier’s Data subject to the terms and conditions of this agreement.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
- Applicable Laws: means the laws that apply to the parties including but not limited to the UK GDPR, Data Protection Act 2018, the Bribery Act 2010 and the Modern Slavery Act 2015.
- Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to access the Data in order to fulfil the Purpose.
- Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
- Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.
- Data: the documents, information, content, text, software, charts, graphics and other materials of any kind in any form supplied by the Supplier as part of the Services.
- Documentation: any document made available to the Customer by the Supplier online either now or in the future which sets out a description of the Data.
- Effective Date: the date of the SOW.
- Exceptional Circumstances: where, acting reasonably, the Supplier believes these terms and conditions have been or may be breached, or it is necessary to protect Supplier or Supplier’s other customers or the public and/or to minimise Supplier’s exposure to breach of any law or regulation or the risk of civil or criminal proceedings and/or to respond to claims of a breach of third party rights.
- Fees: the fees payable by the Customer to the Supplier as set out in the SOW
- Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
- Purpose: means the purpose for which the Customer is to use the Data as set out in the SOW.
- Services: mean an ongoing commitment as set out in the SOW to provide future Data and/or Documentation.
- Statement of Work (SOW): shall mean the statement of work agreed between the parties in respect of the key terms, including but not limited to fees, term, specific Data, countries, products and any special terms agreed between the parties.
Support Services: as set out in clause 3.3.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.4 A reference to writing or written includes e-mail.
2.1 Customer Obligations
2.1 Subject to the Customer purchasing the Data in accordance with clause 8, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit only the Authorised Users to use the Data and the Documentation and solely for the Purpose set out in the SOW.
2.2 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement or the SOW:
(i) utilise the Data or Documentation for any other purpose than the agreed Purpose; or
(ii) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Data and/or Documentation in any form or media or by any means; or
(b) use any part of the Data and Documentation in order to build a product or service which competes with the Supplier; or
(c) use the Data and/or Documentation to provide services to third parties unless explicitly permitted in the SOW; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Data and/or Documentation available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Data and/or Documentation other than as provided under this clause 2.
2.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Data and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.4 The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.
3.1 The Supplier shall provide the Data and/or Documentation as agreed in the SOW and make these available to the Customer on and subject to the terms of the SOW and these terms and conditions.
3.2 The Supplier shall use commercially reasonable endeavours to meet and delivery timescales outlined in the SOW.
3.3 The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours for a period of one month after each delivery of the Data and/or Documentation. Such Support Services include a monitored email box email@example.com. The Customer may purchase enhanced support services separately at the Supplier’s then current rates.
4. Data Protection
4.1 Both parties will comply with all applicable requirements of Applicable Laws. The parties acknowledge that the subject matter of this agreement is not personal data as defined in the Applicable Laws: neither party is processing or controlling personal data of the other party.
5. Third Party Providers
The Customer acknowledges that the Data and/or Documentation may reference third party websites and that the Customer may access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website reference by the Data and/or Documentation.
6. Supplier’s obligations
6.1 The Supplier undertakes that the Data will be produced substantially in accordance with the SOW and the Documentation and with reasonable skill and care.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Data and/or Documentation contrary to the Supplier’s instructions, or modification or alteration of the Data and/or Documentation by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Data and/or Documentation does not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired result. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
6.3 The Supplier:
(a) does not warrant that:
(i) the Data and/or Documentation will be error-free; or
(ii) that the Data and/or Documentation obtained by the Customer from the Supplier will enable the Customer to fulfil the Purpose or its broader business objectives; or
(b) 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 Customer acknowledges that the Data and/or Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.4 The Supplier may suspend some or all of the Services (which shall not amount to any waiver of any right of Termination) immediately on written notice to the Customer:
(a) In the event of Exceptional Circumstances;
(b) If the Customer has breached any payment obligation hereunder;
(c) If any event occurs giving the Supplier a right to terminate this agreement;
(d) Where the Supplier is required to by any regulatory or competent authority.
6.5 If the Services have been suspended for any reason other than Customer’s breach of this agreement, the Supplier shall resume the Services as soon as reasonably practicable. Where Services have been suspended as a result of Customer breach, if and when the Customer has remedied its breach the Supplier may, in its sole discretion, restore the Services and continue with this agreement.
7. Customer’s obligations
7.1 The Customer shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by the Supplier; in order to provide the Services required in the SOW;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Data and/or the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
8. Charges and payment
8.1 The Customer shall pay the Fees to the Supplier for the Data and/or the Documentation in accordance with this clause 8 and the SOW.
8.2 The Supplier shall on provision of the first set of Data and/or the Documentation provide to the Customer an invoice for the provision of the Services set out in the SOW; and the Customer shall pay each invoice within 30 days of the date of such invoice.
8.3 If the Supplier has not received payment within 30 days of the due date, and without prejudice to any other rights and remedies of the Supplier:
(a) the Supplier shall, without liability to the Customer, be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.4 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in pounds sterling unless stated otherwise in the SOW;
(b) are, subject to clause 12.3(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.
9. Proprietary Rights
9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Data and/or the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Data and/or the Documentation.
9.2 The Supplier confirms that it has all the rights in relation to the Data and/or the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
10. Confidentiality and compliance with Applicable Law
10.1 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;
(b) was in the other party’s lawful possession before the disclosure;
(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.
10.2 Subject to clause 10.4, each party shall hold the other’s Confidential Information in confidence and 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.
10.3 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.
10.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
10.5 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
10.6 The above provisions of this clause 10 shall survive termination of this agreement, however arising.
11.1 The Customer shall defend, indemnify and hold harmless the Supplier 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 Customer’s use of the Data and/or the Documentation, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim.
11.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Data and/or the Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) the Supplier is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and
(c) the Supplier is given sole authority to defend or settle the claim.
11.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Data and/or the Documentation so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
11.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Data and/or the Documentation by anyone other than the Supplier; or
(b) the Customer’s use of the Data and/or the Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) the Customer’s use of the Data and/or the Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
11.5 The foregoing and clause 12.3(b) state the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12. Limitation of liability
12.1 Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Data and/or the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction;
(b) 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
(c) the Data and/or the Documentation are provided to the Customer on an “as is” basis.
12.2 Nothing in this agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier’s negligence; or
(b) for fraud or fraudulent misrepresentation.
12.3 Subject to clause 12.1 and clause 12.2:
(a) neither party shall be liable to the other whether in tort (including 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
(b) each party’s total aggregate liability to the other party in contract (including in respect of the indemnity at clause 11.2), 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 Fees paid by the Customer to the Supplier during the 12 months immediately preceding the date on which the claim arose.
13. Term & termination
13.1 This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue until all of the Services set out in the SOW have been completed and payment has been received by the Supplier.
13.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(e) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy;
(f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
13.3 On termination of this agreement for any reason:
(a) The Customer may retain the data only for the completion of the Purpose.
(b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
14. Force majeure
The Supplier shall have no liability to the Customer 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 the Supplier 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 suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
If there is any conflict between this agreement and the applicable SOW, the SOW shall prevail.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18. Rights & remedies
19.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
19.2 If any provision or part-provision of this agreement is deemed deleted under clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
20. Entire Agreement
20.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
20.4 Nothing in this clause shall limit or exclude any liability for fraud.
21.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
21.2 The Supplier 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.
22. 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).
23. 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.
24.1 This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
24.2 No counterpart shall be effective until each party has provided to the other at least one executed counterpart.
25.1 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 email to the other party’s email address set out in the applicable SOW.
25.2 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 at the time of transmission.
26. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
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