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Climate Scorecard — Terms & Conditions

 

  1. INTRODUCTION
    1. These terms and conditions (the “Agreement”) apply to the Subscriber’s subscription to the Service and form the agreement between the Subscriber and ONci Americas (US) Inc. (“ONci”) in respect of the Service. By clicking “I accept”, the Subscriber hereby agrees to be unconditionally and irrevocably bound to this Agreement.
    2. This Agreement may be varied from time to time at the discretion of ONci: (i) to make the Agreement easier to understand or fairer to the Subscriber; (ii) to correct non-material mistakes, ambiguities, inaccuracies or omissions where it is reasonable to do so; (iii) to make improvements to the services we provide which are of benefit to the Subscriber; (iv) to reflect changes in security design or technology at no increased cost to the Subscriber; (v) to respond to changes in law, codes of practice, industry-wide practices, court or ombudsman decisions or new regulatory practice; (vi) if a regulator or other legal authority instructs ONci to do so; or (vii) if not otherwise prejudicial to the Subscriber’s rights.
    3. A copy of the Agreement (as varied from time to time) can be accessed at any time via ONci’s website at: www.onci.com/climate-scorecard-terms
    4. If there is a conflict between this Agreement and the terms of the Sign-Up Form, the terms of the Sign-Up Form shall prevail.
  2. DEFINITIONS
    1. In this Agreement, the following expressions have the following meanings:
      1. “Affiliate” means, if applicable, any entity that directly or indirectly is Controlled by, or is under common Control with, the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
      2. “Authorized Users” means: (i) the Subscriber; and (ii) any other person to whom ONci grants access to the Service at the request of the Subscriber, provided that such person has agreed to the Conditions of Use and the Subscriber shall remain liable for any breaches of this Agreement by such other persons.
      3. “Client Data” means all electronic data and electronic information submitted by the Subscriber or any other Authorized Person as part of its application for the Service or as otherwise processed by ONci in connection with the Services.
      4. “Conditions of Use” means the conditions of use for the Service which specify the permitted uses and restrictions on use of the Service as set out in clauses 5, 6 and 7 respectively.
      5. “Controller”, “Data Exporter”, “Data Importer”, “Data Subject”, “Data Subject Request”, “Personal Data”, “Personal Data Breach”, “Process”, “Processor” and “Supervisory Authority ” shall have the meanings given to them (or terms used for similar concepts) in applicable Data Protection Laws and Regulations, as applicable to the relationship between ONci and the Authorized Users in respect to the Services, and similar terms shall be construed accordingly. References to Supervisory Authority shall include the UK Information Commissioner’s Office;
      6. “Credentials” means the username and password log on credentials to be used by an Authorized User in order to gain access to the Service.[3]
      7. “Data Protection Laws and Regulations” means, as applicable: (i) Regulation (EU) 2016/679 together with applicable legislation implementing or supplementing the same or otherwise relating to the processing of Personal Data of natural persons; (ii) the Data Protection Act 2018 of the United Kingdom, and the GDPR as amended and incorporated into UK law,; and (iii) any analogous U.S. Federal or State legislation applicable to the Client Data or the Services,  in each case, as amended from time to time;
      8. “Fee” means the annual subscription charge for the Service (if any), as noted in the Sign-Up Form.
      9. “Intelligence” means all and any part of the reports, datasets, articles, commentaries, profiles, written materials, data or other materials which are made available by the Service.
      10. “ONci Group” means ONci and each of its Affiliates.
      11. “Privacy Policy” means ONci’s privacy notice located at [insert link], as amended from time to time.
      12. “Service” means the (i) Intelligence, (ii) web-based application through which it is made available, (iii) the tools and features which can be used to save or export the Intelligence into various formats as available from time to time; and (iv) support available to the Subscriber, if any; in each case as applies to the “Free”, “Standard” or “Premium” Service for which the Subscriber has subscribed for.
      13. “Sign-Up Form” means the online form to be completed by the Subscriber for access to the Service. 
      14. “Start Date” means the date on which the Subscriber is first granted access to the Service following submission of a Sign-Up Form and payment of the Fee (if applicable), as shall be notified to the Subscriber by email.
      15. “Term” means the twelve (12) month period immediately following the Start Date and each successive twelve (12) month period thereafter until terminated in accordance with clause 15.
      16. “Third Party Content” means information obtained by ONci Group from publicly available sources or third party data providers and made available to Subscriber through the Services.
      17. “Third Party Offering” means any software or services that ONci Group licenses or procures from a third party that Subscriber uses in connection with, or which interoperates with, the Services.
    2. The headings used in this Agreement are for convenience only and shall not control the meaning or the interpretation of any of its provisions.
    3. Words that appear after the expression “include”, “including”, “other” “for example”, “such as” or “in particular” (or any similar expression) in this Agreement shall not limit the meaning of the words appearing before such expression.
  3. AGREEMENT
    1. This Agreement will come into force on the Start Date and continue until terminated in accordance with clause 15.
  4. ACCESS TO THE SERVICE
    1. The Subscriber shall be granted access to the Service via an ONci website
    2. The Subscriber shall be granted access to the Service for the duration of the Term.
    3. ONci reserves the right to use appropriate technical protection measures to control access and/or to detect unauthorized use of the Service in accordance with this Agreement, provided that no such measure shall adversely affect the rights of theSubscriber under this Agreement.
  5. AUTHORIZED USE OF THE INTELLIGENCE
    1. ONci hereby permits the Subscriber and Authorized Users to use the Service during the Term in accordance with thepermitted uses set out in clause 5, subject to the restrictions on use set out in clauses 6 and 7.
    2. Each Authorized User may use the Service during the term of this Agreement for the following purposes:
      1. Viewing and reproducing the Intelligence
        1. To browse and search the Service and to display the Intelligence on
        2. To make and save to an electronic file digital copies extracted from the Intelligence in any of the formats supported by the Service and to access and retrieve such copies.
        3. To print out copies of the Intelligence and to photocopy them for use in the course of performing their employment duties.
        4. To create new documents, reports, presentations or other new materials in the course of performing their employmentduties which incorporate limited extracts (“Limited Extracts”) from the Intelligence (“New Materials”) and to sharethose materials in accordance with clause 5.2.5 and 5.2.6 below.
      2. Internal and External Sharing of the Intelligence in New Materials
        1. To share New Materials with (a) other Authorized Users; or (b) third parties for use by those parties only in the course oftheir employment or business (“External Sharing”), subject to compliance with the following conditions:
        2. the quantitative amount of any Limited Extracts reproduced in any New Material that is distributed to a third party does not exceed ten (10) % of the total quantity of that New Material. ONci may consent to an Authorized User’s written request to increase this percentage for a specific purpose (such consent to be notified in writing and not to be unreasonably withheld);
        3. any Limited Extracts are accurately reproduced in the New Material, and any conclusions which appear in the New Material and which are based on or refer to such extracts, are accurate, fair and reasonable;
        4. New Materials are not used in a way that could reasonably be viewed as competitive with ONci Group or substitutable for its products or services; and
        5. ONci’s prior written consent has been obtained by the Authorized User for any External Sharing which relates to any of the purposes listed under clause 7.
      3. To create “Derived Data”, being data produced as a result of combining, processing, changing, converting or calculating part or all of the Intelligence with other data (whether relating to or owned by the Subscriber and/or any third party) and: (i) which is not intended (and cannot be readily employed) as a substitute for the underlying Intelligence; (ii) which cannot be readily reverse engineered, disassembled or decompiled such that a third party may access the Intelligence via the Derived Data; and/or (iii) in which the underlying Intelligence does not form a substantial part.
    3. All New Materials containing extracts of the Intelligence, whether created for Internal Sharing or External Sharing, shall attribute the Limited Extracts to ONci in the following form: “Source: OakNorth Americas (US) Inc.© All rights reserved”.
    4. ONci hereby grants each Authorized User a limited, non-exclusive, non-transferable, license to use the ONci Group’s proprietary intellectual property subsisting in the Service for the duration of the Term solely for Authorized User’s business purposes in accordance with this Agreement. Furthermore, ONci hereby grants each Authorized User a limited, non-exclusive, non-transferable, perpetual license to use the ONci Group’s trademarks and service marks solely as needed to perform any attribution requirements as required by this Agreement (and the use of such trademarks and service marks shall inure to the benefit of ONci.
    5. In the event an Authorized User becomes aware of any non-compliance with the licensing terms set forth in this clause 5 or as elsewhere set out in this Agreement, then that Authorized User shall promptly notify ONci and the parties will work together to address the non-compliance.
  6. NON-ONCI PROVIDERS
    1. Third Party Offerings. Any acquisition or use by an Authorized User of a Third Party Offering and any exchange of data between an Authorized User and any third party or the Third Party Offering is solely between that Authorized User and the applicable third party. ONci does not warrant or support Third Party Offerings, unless as expressly agreed otherwise.
    2. Subscriber Data. If an Authorized User chooses to use a Third Party Offering with the Service, such Authorized User grants ONci permission to allow the Third Party Offering and its provider to access Client Data as required for the interoperation of that Third Party Offering with the Service. ONci is not responsible for any disclosure, modification or deletion of Client Data resulting from access by such Third Party Offering or its provider.
    3. Integration with Third Party Offering. The Service may contain features designed to interoperate with Third Party Offerings. To use such features, an Authorized User may be required to obtain access to such Third Party Offerings from their providers, and may be required to grant ONci access to such Authorized User’s account(s) on such Third Party Offerings. ONci cannot guarantee the continued availability of such features, and may cease providing them without entitling the Subscriber to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Offering ceases to make the Third Party Offering available for interoperation with the Service in a manner acceptable to ONci. The Subscriber shall ensure that the Subscriber and other Authorized Users have all necessary rights and licenses to interoperate any Third Party Offering with the Service as contemplated in this Agreement.
    4. Open Source Software. Certain software comprised in or required to access and use the Service may be subject to open source licence terms. If such terms conflict with the terms of this Agreement, the applicable open source licence terms shall take precedence.
    5. Third Party Content. Each Authorized User acknowledges and agrees that Third Party Content may be contained in the Services and ONci relies on third parties to license such content and/or make such content available to ONci. Accordingly, ONci’s ability to make Third Party Content available through the Service is subject to the timely supply of Third Party Content from its licensors and availability from third party sources. Each Authorized User agrees that the availability of Third Party Content through the Service shall cease automatically, without liability on the part of ONci or its licensors, upon termination of ONci’s access to such Third Party Content. ONci may from time to time and in its sole discretion add to, replace or terminate its use of any Third Party Content. Neither ONci nor its licensors make any representations or warranties as to the Third Party Content and do not guarantee their accuracy, timeliness, completeness or usefulness. Third Party Content is provided “as is” and neither the Third Party Content providers nor ONci shall have any liability related to the use or misuse of the Third Party Content provided.
    6. Removal of Third Party Content or Third Party Offerings. If an Authorized User receives notice that Third Party Content or a Third Party Offering must be removed, modified and/or disabled to avoid violating applicable law or third-party rights, the Authorized User will promptly do so. If the Authorized User does not take required action in accordance with the above, or if in ONci’s judgment continued violation is likely to reoccur, ONci may disable the applicable Third Party Content or Third Party Offering for all Authorized Users. If requested by ONci, the Authorized User shall confirm such deletion and discontinuance of use in writing and ONci shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable. In addition, if ONci is required by any third party rights holder to remove Third Party Content, or receives information that Third Party Content provided to Authorized Users may violate applicable law or third-party rights, ONci may discontinue access to Third Party Content as part of the Service.
  7. RESTRICTIONS ON USE OF INTELLIGENCE
    1. Any use of the Intelligence beyond the permitted use cases specified in clauses 6 and 7 above (including any External Sharing and/or disclosure of Intelligence for the purposes listed in this clause 7.1) shall require ONci’s prior written consent which may be subject to additional terms and/or charges as specified by ONci at its sole discretion. In addition to the information required under such additional terms, any request by an Authorized User for ONci’s consent under this clause 7.1 shall at a minimum specify: (i) details of the recipient(s) of the Intelligence; (ii) the Intelligence the Subscriber wishes todisclose and the form in which it wishes to disclose it; and (iii) the purposes for which those recipient(s) will use the Intelligence, in each case whether the Intelligence is incorporated in New Material(s) or otherwise.
    2. The purposes for which ONci’s prior written consent is required under clause 1 shall include:
      1. making the Intelligence and/or New Material(s) available via an intranet or extranet;
      2. subject to clause 7.5, making all or part of the Intelligence and/or New Materials available to the public or to a significant portion of the public for any purpose and by any means (such as via the internet) including:
        1. the publication or circulation of investment presentations or prospectuses, listing documents and/or materials relating to an initial or other public offering of securities; and
        2. any advertising, marketing or promotional claims, including claims that appear on any product packaging.
    3. Except as provided in clause 5 or unless with ONci’s express written consent granted in accordance with this clause 7, an Authorized User may not:
      1. knowingly permit anyone to use the Service and/or the Intelligence; and/or
      2. re-distribute or make available to third parties Intelligence which any of them extract from the Service, whether incorporated in New Materials or otherwise.
    4. An Authorized User may not:
      1. systematically scrape, crawl, harvest, retrieve or otherwise gather by electronic means any data or other content from the website from which the Information is provided to monitor, access, copy, create, acquire or compile - directly or indirectly, in single or multiple downloads - a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, robots or spiders, or any automatic devices, programs, algorithms or methodologies or otherwise;
      2. remove, obscure or modify any copyright or other notices included in the Intelligence nor any metadata or digital rights management intelligence that may be associated with the Intelligence; or
      3. submit any Intelligence into any large language models and generative AI (artificial intelligence) platforms at anytime.
    5. Nothing in this Agreement shall be construed as allowing the use of the Intelligence, Service, New Materials or Derived Data to create a derivative work, product or service:
      1. which infringes the intellectual property rights of ONci or its licensors; and
      2. in connection with any lobbying activities or any legal disputes, proceedings or allegations; and/or
      3. that damages ONci’s reputation or goodwill or which could (in part or in whole) be substituted for a work, product or service provided by ONci.
    6. Authorized Users shall use all reasonable endeavours to permanently delete all stored copies of the Intelligence within sixty (60) days following termination or expiry of this Agreement. However, this will not prevent any continued use of any New Materials or Derived Data which were compiled before termination of this Agreement.
    7. An Authorized User shall not:
      1. disclose or share the Credentials issued to that Authorized User with any third party without ONci consent. Notwithstanding any authorized use of the Credentials or the Services by a third party, the Authorized User shall remain liable for any use or misuse of the same by such third party;
      2. access or attempt to access the Service other than by using the Credentials;
      3. when using the Service, use any Third Party Content other than the content that ONci makes available through the Service (and shall not access any other content or data owned by ONci) and other than in accordance with the terms of this Agreement;
      4. except as permitted in this Agreement: (i) store the Third Party Content outside of the Authorized User’s device; or (ii) disclose, sell, license, monetise, or otherwise share any Third Party Content or any data or information derived from it;
      5. use the Services to encourage or promote illegal activities;
      6. display, copy, store, modify, sell, publish or redistribute the Services in whole or in part. The Authorized User’s licence and rights granted under this Agreement will terminate automatically if the relevant Authorized User attempts to do so;
      7. use the Services for any purpose other than those permitted under this clause 7. In particular, an Authorized User may not use (or encourage the use of) the Service for any illegal purpose, to make unsolicited offers or advertisements (including to sell the Third Party Content), to impersonate or falsely claim affiliation with any person or entity, to misrepresent, harass, defraud or defame others, to negatively present the Service or to suggest or implyONci’s endorsement of the Subscriber;
      8. reverse engineer, copy, decompile, disassemble, derive the source code of, modify, adapt, capture, reproduce,publicly display, publicly perform, transfer, sell, license, create derivative works from or based upon, republish, upload,edit, post, transmit, distribute, exploit, scrape any Third Party Content or data available through the Service or build databases from, circumvent or otherwise translate (or encourage or assist any other person to do any of the foregoing) the Service in whole or in part;
      9. obtain data or other information from or relating to users of the Service except as expressly permitted under this Agreement;
      10. tamper with the Service, or any network or server that ONci uses in connection with the Service (“Servers”), or doanything that may adversely affect any users' ability to use of the Service;
      11. use the Service in a way that may interrupt or impair the proper functioning of the Service, or the Servers; and
      12. create integration(s) of the Service with the Subscriber’s own services that function substantially the same as any of the Service.
    8.  Monitoring. ONci shall be entitled to monitor Authorized Persons’ access to the Service and the amount of data request and other traffic to ensure the proper functioning of the Service. The Subscriber agree to such monitoring and limitations and shallnot (nor attempt to) interfere or circumvent such monitoring and/or limitations. ONci reserves the right to use technical measures to defeat such interference or circumvention.
    9. Subscriber information. Authorized Users agree to submit only accurate, complete and true information when using the Service. If the information an Authorized User provides is inaccurate, fraudulent or incomplete, ONci reserves the right to restrict, suspend or terminate access to the Service.
    10. Version Updates. ONci may maintain, update or modify the Service (“Versioning”), from time to time. Versioning may adversely affect any integrations made by Authorized Users with its own systems and access to and/or communications withthe Service and the Authorized Usersagree that ONci shall have no liability for any such adverse effects. Subject to clause 7.11, ONci may also decide to discontinue the Service or related support, or any part thereof in its sole In such case, Authorized Users will be provided with as much prior notification as is reasonably possible. ONci shall have no liability to Authorized Users for such termination.
    11. Version Support. ONci may terminate its support of any version of the Service platform at any time after 6 months from the first release date of a new version of the platform. ONci may withdraw access to any version of the platform at any time after 12 months from the first release date of a new version of such platform.
  8. PROVISIONS ABOUT ONCI’S PERFORMANCE
    1. ONci will use its reasonable endeavours to make the Service available to Authorized Users at all times save for routine or essential maintenance, and to restore access to the Intelligence as soon as possible in the event of an interruption or suspension of the Service.
    2. If the Service remains unavailable for more than [twenty four (24) hours] and if the unavailability is not beyond ONci’s control, access under this Agreement will be extended for a period of time equal to the period of unavailability.
    3. ONci reserves the right to conduct essential maintenance, software upgrades and other works necessary to maintain the efficient provision of the Service. Where such works result in the Service becoming temporarily unavailable, ONci will provide at least [two weeks’] notice to the Subscriber and shall wherever possible carry out works on Saturdays or Sundays [(GMT or BST, as applicable)], in each case except where urgent action is required to remedy unplanned interruptions.
    4. ONci reserves the right to make changes from time to time to all or any parts of the Intelligence and/or the Service for any reason provided that the functionality and performance of the Service, and the overall content of the Intelligence, shall not be substantially and adversely affected from the Subscriber’s perspective by any such changes. The changes referred to in this clause may take the form of the addition, removal, correction or editing of the Intelligence or other content, the migration of the Intelligence or the Service to a different format or location and/or changes to the tools or other features and functionalities of the Service.
  9. SUBSCRIBER’S OBLIGATIONS
    1. The Subscriber shall: (i) use its best endeavours to ensure that Authorized Users access and use the Intelligence only in accordance with the Conditions of Use and in accordance with any other applicable provisions contained in this Agreement; and (ii) take all reasonable steps within its power to ensure that no person, firm or company other than an Authorized User accesses or uses the Service. For the avoidance of doubt, acceptance by any Authorized User of the Conditions of Use shall not relieve the Subscriber of any of its obligations and responsibilities under this Agreement.
    2. Without prejudice to any other of its rights and remedies, ONci may suspend or terminate an Authorized User’s access to part or all of the Service in the event of any actual, threatened or reasonably suspected unauthorized or excessive use, or use made in bad faith, of the Service by an Authorized User (“Unacceptable Use”). ONci shall provide the Subscriber with up to one week to cure all Unacceptable Use before suspending or terminating such user’s access in accordance with this clause 9.2 except where providing such cure period could adversely affect the security of the Service or ONci’s systems or result in the download or distribution of an excessive volume of Intelligence. ONci shall reinstate access once (acting reasonably) it is satisfied such use will not recur.
    3. Where access to the Intelligence is to be controlled by use of passwords, the Subscriber shall use reasonable efforts to ensure that Authorized Users do not divulge their identification numbers and passwords to any third party. The Subscriber will use all reasonable endeavours to ensure that any unauthorized disclosure or use of passwords is reported to ONci as soon as the Subscriber becomes aware of it.
  10. FEES
    1. If applicable, the Subscriber shall pay the Fee in accordance with the Sign-Up Form.
    2. The Fee is exclusive of value added tax and of any equivalent sales taxes.
    3. Payment of the Fee is to be made via ONci’s appointed payment services provider, as noted in the Sign-Up Form. ONci accepts no responsibility or liability of any nature in connection with or arising from the Subscriber’s payment via ONci’s appointed payment services provider or the use of such provider’s payment platform or services.
  11. WARRANTIES & INDEMNITIES
    1. ONci warrants to the Subscriber that:
      1. it has the right to license the rights granted under this Agreement and that it has obtained any and all necessary permissions from third parties to license the Intelligence;
      2. the Intelligence contained within the Service, and the tools and other features available within the Service, will conform in all material respects to their respective descriptions as set out in the specification or proposal provided to the Subscriber; and
      3. it will use reasonable skill and care in the provision of the Service and the Intelligence. Although ONci makes every effort to ensure that it corrects faults in the Intelligence of which it is aware, it does not warrant that the Intelligence will be accurate, up-to-date or complete as the accuracy and completeness of the data and other content available in respect of different parts of the Intelligence will vary depending on the availability and quality of sources on which each part is based. Furthermore, ONci does not warrant that the Intelligence or the Service will be fit for any particular purpose(s) for which they are used by the Subscriber as ONci does not have any knowledge of, nor control over, those purposes.
    2. Each party warrants to the other that neither it nor its Associated Persons appear on the Specially Designated Nationals and Blocked Persons List made available by the Office of Foreign Assets Control of the US Treasury Department at treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx and/ or on the EU Sanctions List made available by the European Commission at https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-%09entities-subject-to-eu-financial-sanctions?locale=en in each case, as updated from time to time.
      1. In this clause, “Associated Person” means, in relation to a party, a person that performs services on behalf of that party including its employees, partners, consultants, agents or Affiliates (if applicable).
    3. Subject to clause 11.4:
      1. ONci shall indemnify and hold the Subscriber harmless from and against any direct or indirect losses, damages, awards or penalties finally awarded by a court with competent jurisdiction arising from any claim by any third party for actual infringement of copyright or any other intellectual property right arising out of the use of the Intelligence by the Subscriber or any Authorized User in accordance with the terms of this Agreement. This indemnity will not apply to any claim which relates to any modification, abstraction or other change made to the Intelligence by an Authorized User or which otherwise arises by virtue of a breach of this Agreement by the Subscriber or any other Authorized User; and
      2. the Subscriber shall indemnify and hold ONci harmless from and against any losses, damages, awards or penalties, including reasonable legal fees, ONci suffers or incurs in connection with any claim by any third party arising from the disclosure or publication of the Intelligence and/or New Material by the Subscriber and/or any Authorized Users except to the extent such claim arises as a result of ONci’s breach of this Agreement.
    4. Whenever a party ("Indemnifier") is required to indemnify the other party ("Indemnified") under 11.3 of this Agreement:
      1. the Indemnified shall immediately notify the Indemnifier on receipt of any claim and shall make no admission or take any action without the Indemnifier’s express written authority;
      2. the Indemnifier shall have the sole right to deal with any such claim and to defend the legal proceedings in respect of such claims at its own expense, including the right to compromise or settle or otherwise dispose of any such claim provided that the Indemnifier shall not bring the Indemnified’s name into disrepute; and
      3. the Indemnified shall provide, at the Indemnifier’s expense, such assistance in investigating and defending such claims as the Indemnifier may reasonably request.
  12. EXCLUSIONS & LIMITATIONS OF LIABILITY
    1. Nothing in this Agreement will operate to exclude or limit: (i) either party’s liability for deliberate breach of this Agreement, for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation or under any indemnity it gives under this Agreement; or (ii) the Subscriber’s liability in respect of any claim made by ONci against the Subscriber in connection with a breach of its intellectual property rights in the Intelligence and/or the Service arising from a breach of this Agreement by the Subscriber, its Affiliates (if applicable) and/or any Authorized Users.
    2. The sole warranties given by ONci are those contained in clause 11. ONci excludes any and all other warranties, conditions, or representations relating to the Intelligence and/or the Service to the fullest extent permitted by law, whether express, implied, oral or written, and including any which may be contained in any specification or proposal provided to the Subscriber.
    3. If ONci fails or is unable to comply with its obligations as regards availability as set out in this Agreement, and ONci is unable to remedy the problem within a reasonable period, the Subscriber’s sole remedy for such failure shall be to an extension of the term of subscription.
    4. Subject to clause 12.1, neither party shall be liable for: (i) any loss of data; use; reputation; goodwill or opportunity; (ii) any loss of or failure to realize expected profit, revenue, savings or any other form of pure economic loss, whether any such loss is direct or indirect; or (iii) any form of indirect, special, incidental, punitive or consequential loss or damages, and, in each case, however arising.
    5. Subject to clause 12.1, ONci shall not be liable for any loss suffered by the Subscriber, or by any client or customer or Authorized User of the Subscriber, as a direct or indirect result of its use of any of the Intelligence or of making any business decision, or refraining from making any such decision, based wholly or partly on any data, expression of opinion, statement or other information or data contained in the Intelligence.
    6. Except as mentioned above in this clause 12, each party’s maximum aggregate liability to the other party under or in connection with this Agreement (whether arising in contract, tort, breach of statutory duty or otherwise) in each Contract Year of this Agreement, whether in respect of a single event, series or connected events or of unconnected events, shall not exceed the total amount of Fees paid by the Subscriber under this Agreement in that year. In this clause 12.6, “Contract Year” means the 12 month period from the Start Date or any anniversary of that date.
  13. INTELLECTUAL PROPERTY RIGHTS
    1. ONci reserves all its rights in the Intelligence and the Service in respect of copyright, database right, trade mark rights or otherwise.
    2. The Subscriber shall at the request and expense of ONci do all such things as may be reasonably required to assist ONci in taking or resisting any legal proceedings in relation to any infringement of any such rights.
  14. CONFIDENTIALITY
    1. Both parties acknowledge that they or their employees may, in the course of performing their responsibilities under this Agreement, be exposed to or acquire non-public information which is proprietary to or confidential to either party or third parties to whom they owe a duty of confidentiality ("Confidential Information"). Both parties agree to hold Confidential Information in strict confidence and not to disclose the same to third parties or to use such Confidential Information for any purpose whatsoever other than the provision of services to the Subscriber as contemplated by this Agreement and to advise each of its employees who may be exposed to Confidential Information of their obligations to keep such information confidential. This provision shall survive termination of the Agreement.
    2. ONci agrees that it will not, without the prior written consent of the Subscriber, represent, directly or indirectly, that any product or any service provided by ONci has been approved or endorsed by the Subscriber. This provision shall survive termination of the Agreement.
  15. TERMINATION & EFFECT OF TERMINATION
    1. ONci may terminate this Agreement immediately by giving written notice to the Subscriber if the Subscriber fails to pay any sum due under this Agreement when it falls due.
    2. The Subscriber may terminate this Agreement at the end of each successive twelve (12) month period from the Start Date by giving written notice to ONci no later than 30 calendar days prior to the end of the relevant twelve (12) month period.
    3. Either party may terminate this Agreement immediately by giving written notice to the other on occurrence of any of the following events:
      1. if the other party commits any breach of any of the terms and conditions of this Agreement and fails to remedy that breach (if capable of remedy) within 30 days after notice from the other party giving full particulars of breach and requiring it to be remedied; or
      2. if the other party enters into liquidation, whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior approval of the other party), or compounds with or makes any arrangements with its creditors or makes a general assignment for the benefit of its creditors, or has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any applicable law.
    4. Upon termination or expiry of this Agreement, access to the Service by the Subscriber and other Authorized Users shall be terminated.
    5. Termination shall not affect any right to damages or other remedy which the terminating party may have in respect of the event giving rise to the termination.
  16. DATA PROTECTION
    1. ONci is a Controller for the Personal Data it receives from the Subscriber to provide the Service. The Parties acknowledge and agree that each party is an independent Controller for the purposes of this Agreement.
    2. ONci will only Process Personal Data to the extent necessary to provide the Service and otherwise as set out in its Privacy Policy. ONci will be solely responsible for determining the purposes and manner in which Personal Data is Processed.
    3. ONci shall be responsible for responding to and complying with any Data Subject requests to exercise rights under Data Protection Laws and Regulations addressed ONci that it receives.
    4. ONci shall ensure access to Personal Data is limited to individuals who may assist in the provision of the Services.
    5. ONci shall implement and maintain appropriate technical and organisational measures to prevent unlawful disclosure, unauthorized Processing of or accidental loss, destruction, damage or alteration of Personal Data, taking into account the state of the art, the costs of the implementation and the nature, scope, context and purposes of Processing alongside the risk of the varying likelihood and severity of rights and freedoms of natural persons.
    6. When ONci becomes aware of an incident that has a material impact on the Service and the Processing of the Personal Data that is subject to this Agreement, ONci shall notify Subscriber about the incident without undue delay.
  17. GENERAL
    1. Assignment. Neither party may assign or transfer all or parts of its rights or obligations under this Agreement without prior written consent of the other, such consent not to be unreasonably withheld or delayed.
    2. Force Majeure. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing its obligations under this Agreement if such delay or default is caused by conditions beyond its control including but not limited to Acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
    3. Entire Agreement. This Agreement and the Sign-Up Form constitute the entire agreement and understanding of the parties in relation to its subject matter and supersedes and extinguishes all previous drafts, agreements, undertakings, representations, warranties and proposal documents of any kind, whether in writing or oral, between the parties relating to the subject matter of this Agreement and the Sign-Up Form.
    4. No representations. Each party acknowledges that in entering into this Agreement it has not relied and is not relying on any representations or warranties (whether implied or otherwise) other than those expressly set out in this Agreement and the parties irrevocably and unconditionally waive any right they may have to any remedy in respect of any other such representation or warranty except in the case of fraud.
    5. Modifications. No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of ONci and the Subscriber.
    6. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
    7. Waiver. Waiver of any provision in this Agreement shall not be deemed a waiver of any other provision in this Agreement, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
    8. No third party rights. No provision of this Agreement shall be enforceable by any person or individual other than the parties to this Agreement.
  18. GOVERNING LAW AND DISPUTE RESOLUTION
    1. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. Any action or proceeding brought by either party in connection with this Agreement will be under the exclusive jurisdiction of the state and federal courts situated in New York City, New York, USA and each party hereto irrevocably waives its rights to jury trial with respect thereto.
    2. Without limiting the foregoing, the parties acknowledge and agree that a breach of any provision of clauses 13 and 14 of this Agreement may cause ONci irreparable injury and damage and therefore may be enjoined through injunctive proceedings, in addition to any other rights or remedies which may be available to such party, at law or in equity. The Subscriber and ONci agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Transactions Act are specifically excluded from application to this Agreement
    3. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (i) delivered in person, (ii) sent by first class certified mail or sent by overnight courier, in each case properly posted and fully prepaid to the appropriate address set forth below, or (iii) sent by e-mail. Notices of termination or of an indemnifiable claim shall be clearly marked as “Legal Notices.” Either party may change its e-mail address or its address for notice by notice to the other party given in accordance with this clause. Notices will be considered to have been given at the time of actual delivery in person, three (3) business days after deposit in the mail as set forth above, or one (1) business day after delivery to an overnight courier service, if sent by e-mail, notice will be considered delivered when sent (except that, if not given during normal business hours for the recipient, such notice shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices to the Subscriber regarding invoice matters will be sent to the relevant invoice contact designated by the Subscriber. All other notices to the Subscriber will be sent to the relevant contract administrator designated by the Subscriber and to the address set forth in this Agreement, unless otherwise agreed by the parties.