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MANDATEWIRE CORPORATE SERVICES TERMS AND CONDITIONS

1  DEFINITIONS

1.1   These Terms and Conditions together with the Term Sheet, form a legally binding agreement between the parties (the “Agreement”). In this Agreement, words and phrases have the meaning given to them in this Clause 1:

  “Client” means your company and if applicable, subsidiaries and affiliates as stated in the Term Sheet.

  “Content” means MandateWire content accessible through the Service or any other MandateWire content provided or made available by MandateWire to the Client under this Agreement in any form and media, including without limitation any literary work (text, tables and computations) and artistic work (including videos and graphic works such as drawings, diagrams, maps, charts, plans and photographs).

  “IPRs” means all present and future copyright, moral rights, database rights, trade mark rights, trade secrets and all related rights and neighbouring rights and any other intellectual property rights of whatsoever nature throughout the world whether or not registered or capable of registration including all renewals and/or extensions thereof.

  “Modules” means the sections of the Site to which the Client has access as indicated on the Term Sheet.

  “MandateWire” means The Financial Times Limited with its registered office at Number One Southwark Bridge, London SE1 9HL.

  “Marks” means all trade marks, service marks, trade names, logos and other branding (whether registered or not) of MandateWire or its licensors.

  “Privacy Policy” means MandateWire’s current privacy policy available by clicking on the “Privacy policy” link on the footer of each page of www.MandateWire.com. 

  “Service” means the provision of access to the Site and the specific Modules by MandateWire to the Client.

  “Site” means www.MandateWire.com as created and from time to time modified, enhanced, edited or substituted by MandateWire.

  “Start Date” means the start date of the Agreement as mentioned in the Term Sheet.

  “Term” means the term of this Agreement during which MandateWire shall provide the Services to the Client as stated in the Term Sheet.

  “Terms and Conditions” means these terms and conditions.

  “Term Sheet” means the front page(s) of this Agreement and identified as such.

  “User" means the full-time and part-time employees of Client that are authorized to use the Service. If the Term Sheet does not specify a ‘user figure’ or any other reference to the number of users, then the number of Users shall be deemed to be equivalent to the total number of Client employees that actually have access to the Service. 

  “User Data” means any data identifying a User. 

1.2  The headings in this Agreement do not affect its interpretation. References in this Agreement to any statute or statutory provision shall include any statute or statutory provision in force at the date of this Agreement.

2  SERVICE

2.1  MandateWire shall provide the Users with online access to the Service.

2.2  The Client (including its Users) shall keep confidential and shall not share with any third party any “PIN”, “ID” or similar code (if applicable) that it is provided with to facilitate Users’ access to the Service. 

2.3  The Client shall be responsible for obtaining and maintaining all terminals, telephone, computer hardware and other equipment needed for access to and use of the Services and all charges related thereto. The Client acknowledges that the speed of the Service will depend upon the specification and quality of the Client’s own terminals, connection to the Internet and the extent of the Client’s use of the Internet.

3  USE OF CONTENT AND IPRS

3.1  Subject to the terms of this Agreement, MandateWire hereby grants to the Client a non-exclusive, non-transferable, non-sub-licensable licence to allow its Users to use the Content for their own personal internal business use and for no other purpose other than as set out in clause 3.2.

3.2  Users may use the Content for research and current awareness purposes in the normal course of business which includes making and storing individual electronic or print copies of the Content (for the avoidance of doubt this right is limited to Users on a non-systematic basis and shall not entitle the Client to develop an archive of Content).

3.3  Prior to providing Users with access to the Content via the Service, the Client shall ensure that all Users are aware of the terms of this Agreement, including their obligation to comply with any other user terms applicable to the Service and notified to the Client. The Client shall only provide Users with access to the Service via the access method provided by MandateWire and shall not provide access to anyone other than a User.

3.4  Except as expressly permitted by this Agreement, the Client shall not and shall ensure that its Users do not copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any Content or use the Content for the purposes of endorsement of a business, product or service.

3.5  MandateWire reserves complete editorial freedom in the form and content of the Content and may add to, remove or edit Content at any time on a permanent or temporary basis and with or without notice.

3.6  MandateWire reserves the right to monitor Content usage by all Users (in terms of volume, frequency or otherwise) during the term of this Agreement.

3.7  This Agreement does not constitute a sale of the Content and except as expressly provided in this Agreement no rights or licences, express or implied, are hereby granted to the Client or its Users in respect of the Content. The Client acknowledges that as between itself and MandateWire, MandateWire (or its licensors) is throughout the world the owner of all IPRs subsisting in the Content. Nothing herein contained shall be construed so as to transfer any IPRs whatsoever in the Content to the Client or its Users.

3.8  The Client acknowledges and agrees that: (a) all use of MandateWire’s Marks hereunder inures to the benefit of MandateWire, (b) MandateWire’s Marks will remain the exclusive property of MandateWire, (c) nothing in this Agreement shall confer upon the Client any right of ownership in MandateWire’s Marks, and (d) the Client shall not now or in the future contest the validity of MandateWire’s Marks or take any action impairing the rights of MandateWire in its Marks.

3.9  The Client shall not remove, shrink or otherwise modify the copyright or any other proprietary notice or any branding or logo of MandateWire (or its licensors) contained in any Content.

3.10  In case of unauthorised use of the Content or the Service by the Client or a User, MandateWire reserves the right to deny access to the Service to the Client or any User by blocking without prior notification the IP address(es) of the Client or User used to access the Service.

4  USER DATA

4.1  The Client shall provide MandateWire with a list of Users to provide access to the Service. If necessary, MandateWire shall provide the Client with a “PIN”, “ID” or similar code for the purpose of the Client or individual Users accessing the Service. The Client shall keep up-to-date records of any such codes issued to Users and the names of Users. The Client shall contact MandateWire if updates to any list of Users provided to FT are required, including when Users cease to be employed or engaged by the Client.

4.2  The Client acknowledges that Users may be required to register with the Service. The Client agrees that both during and after the Term of this Agreement MandateWire shall be entitled to use and process any User Data provided to it by a User in accordance with: (a) that User’s preferences; and (b) MandateWire’s then current Privacy Policy. For the avoidance of doubt MandateWire shall not be restricted from using any non-identifying data it may receive as a result of Users using the Content.

4.3  The Client shall send any emails to Users that MandateWire may reasonably request and MandateWire reserves the right to send service messages directly to Users.

4.4  The Client authorises MandateWire to provide any User Data to any third party that MandateWire engages to provide any aspect of the Service for the purpose of that third party providing the Service.

4.5  The Client shall provide MandateWire with reasonable assistance in complying with its obligations under applicable data protection and privacy laws insofar as necessary to facilitate MandateWire’s compliance with MandateWire’s obligations in this Agreement.

5  WARRANTIES AND LIABILITY

5.1  Each party warrants and represents to the other that it has the full power and authority to enter into this Agreement.

5.2  MandateWire warrants and represents to the Client that: (a) it has the right to grant the licence granted under this Agreement; and (b) it shall use reasonable care and skill in its provision of the Content to the Client under this Agreement.

5.3  The Client warrants and represents to MandateWire that: (a) it is entitled to provide any User Data relating to a User that may be provided by the Client to MandateWire; and (b) it shall and shall ensure that its Users shall only use the Content in accordance with the terms of this Agreement and shall not infringe any of MandateWire’s IPRs in the Content. The Client agrees to fully indemnify MandateWire against any losses, damages or costs incurred by MandateWire as a result of any breach of these warranties. Clauses 5.8 and 5.9 shall not apply to this indemnity.

5.4  Each party warrants and represents to the other that: (a) it has and will continue to have full legal authority to control and process data and that it will only control and process data in accordance with all applicable data protection laws, now existing or hereinafter enacted, and the terms of this Agreement and for the purposes of performing its obligations under this Agreement; and (b) it has in place and undertakes to maintain throughout the term of this Agreement appropriate technical and organizational measures against the accidental, unauthorized or unlawful processing, destruction, loss, damage or disclosure of data and adequate security programs and procedures to ensure that unauthorized persons do not have access to any equipment used to process data.

5.5  It is hereby agreed that except as expressly set out in this Agreement all warranties, conditions, representations, terms or undertakings, express or implied, statutory or otherwise are hereby excluded. Without limitation, MandateWire does not provide any warranties or representations regarding: (a) the accuracy, timeliness or completeness of the Content; (b) the satisfactory quality, merchantability, suitability or fitness for purpose of the Content; (c) the results that may be obtained from reliance on the Content; (d) the performance, availability, lack of negligence, workmanlike effort or delivery of the Service; or (e) the provision of the Service free from any virus, worms, time locks or anything else that has contaminating or destructive properties. Furthermore, the Content is only for general information and use and is not intended to address particular requirements. In particular, the Content does not constitute any form of advice, recommendation, representation, endorsement or arrangement by MandateWire and is not intended to be relied on in making (or refraining from making) any specific investment or other decisions. Appropriate independent advice should be obtained before making any such decision. Any information received through the Service, whether or not it is classified as “real time”, may have ceased to be current at the time it is received. Without limiting the foregoing: (i) the Client agrees that MandateWire shall not have any liability for any late delivery of, inaccuracies or omissions in the Content or the Service; and (ii) the Content and the Service are provided “as is” and neither MandateWire nor its partners who have been involved in the creation, production or delivery of the Content and/or the Service shall be liable for any direct or indirect damages arising out of the use of, or the inability to use the Content or the Service.

5.6  MandateWire shalll not have any liability to the Client to the extent such liability arises as a result of a breach of this Agreement by the Client or a breach of any user terms by a User.

5.7  Neither party excludes or limits its liability for death or personal injury to any person caused by its negligence or for fraudulent misrepresentation.

5.8  Neither party shall have any liability to the other for: (a) any indirect, special, incidental or consequential loss or damage of any kind whatsoever; or (b) any loss of profits, loss of revenue, anticipated savings, loss of business or loss of data, arising directly or indirectly from this Agreement whether such damages were reasonably foreseeable or actually foreseen.

5.9  Without prejudice to MandateWire’s right to payment of fees owing and subject to clause 5.11, the aggregate liability of either party for any breach of this Agreement shall be limited to direct damages which in no event shall exceed twice the aggregate amount of the fees paid or (if greater) payable by the Client to MandateWire under this Agreement during the 12 month period prior to that in which the claim arose.

5.10  The Client agrees that the limitations and restrictions on liability in this Agreement are reasonable taking into account all of the circumstances in which it is entered into and that they represent terms forming part of a negotiated agreement.

5.11  The limitations on liability in Clauses 5.8 and 5.9 shall not apply to any infringement of MandateWire’s IPRs by the Client (including use of the Content outside the scope of this Agreement).

6  PAYMENT

6.1  The Client shall pay the Fees as set out in the Term Sheet. If no payment term is specified on the invoice, MandateWire will require payment annually in advance within 25 days of the date of invoice. For the avoidance of doubt, failure to fulfil timely payments shall constitute a material breach of this Agreement.

6.2  The fees and all other charges are exclusive of value added tax or any other taxes which are or may be applicable.

6.3  MandateWire shall be entitled to review and increase the fees annually and such annual increases shall be notified by MandateWire to the Client.

7  TERM AND TERMINATION

7.1  This Agreement shall commence on the Start Date and subject to the provisions of Clauses 7.2 to 7.4 below, shall remain in force for the duration of the Term. 

7.2  Either party may terminate this Agreement if: (a) the other party is in breach of any of the terms of this Agreement and in the case of a breach capable of remedy having been notified of any such breach has failed to remedy the same within 14 days; or (b) the other party shall cease to carry on its business or shall have a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up or a court of competent jurisdiction shall make an administration order or liquidation order or similar order, or shall enter into any voluntary arrangement with its creditors, or shall be unable to pay its debts as they fall due or any analogous event occurs to the other party in any jurisdiction.

7.3  On the termination or expiry of this Agreement the Client’s and its Users’ rights to receive the Service shall immediately cease and the Client shall notify its Users that they are no longer entitled to access or use the Service. Client shall delete all copies of the Content and return or destroy (as instructed by MandateWire) all files, materials and documents supplied by MandateWire before and during the Term.

7.4  Any termination of this Agreement is without prejudice to any other rights or remedies a party may be entitled to under this Agreement or at law and shall not affect any accrued rights or liabilities of either party. Termination of this Agreement shall not relieve the Client of its obligation to pay MandateWire any outstanding fees.

7.5   In any circumstances where MandateWire is entitled to terminate this Agreement, including occasions when the Client fails to pay outstanding fees due, MandateWire may elect by written notice to suspend its provision of the Content to the Client without any liability and without any suspension of the Client’s payment obligations, until such time as MandateWire is satisfied that the breach is remedied or until MandateWire elects to exercise its right to terminate the Agreement.

8  CONFIDENTIALITY

Each party agrees to keep confidential (both before, during and after the Term) the terms of this Agreement and all information, whether written or oral, concerning the business or affairs of the other (including information relating to the other party’s customers or suppliers, financial information, projections, technology, product ideas, marketing plans or business plans) that it has received or obtained from the other or may receive or obtain from the other and shall not use the same without the prior written consent of the disclosing party for any purpose except as expressly permitted under this Agreement. This obligation will not apply in the case of any disclosure required by law or to information which is in the public domain (other than as a result of a breach of any confidentiality obligation). Each party agrees not to make any announcement regarding this Agreement or the activities associated with it without the prior written consent of the other.

9  FORCE MAJEURE

With the exception of the Client’s obligation to pay the Fees, neither party shall be liable for any failure to perform its obligations under this Agreement if such performance is hindered or prevented by any matter beyond the reasonable control of the party whose performance is hindered or prevented (including without limitation by reason of any failure, interruption, or degradation of any third party telecommunications network or system or hardware or the Internet or any part of it) (a “Force Majeure Event”). If a Force Majeure Event continues for more than one month then either party may immediately terminate this Agreement on written notice to the other (provided that the Force Majeure Event is still continuing on the date of that notice).

10  GENERAL

10.1  This Agreement does not confer any exclusive rights on the Client.

10.2  No provision of this Agreement may be amended, modified, discharged or terminated other than by the express written agreement of the parties.

10.3  No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.

10.4  Any notice, consent or other communication required to be given hereunder shall be made in writing and shall be delivered by hand, sent by first class post or facsimile to the other party and shall be deemed to have been received (if delivered) at the time of the delivery or (if sent by post) 48 hours after posting.  Any such communication shall be sent to the addresses of the Client and MandateWire (Attn of the General Counsel) shown in the Term Sheet. 

10.5  Nothing in this Agreement will be deemed to create a partnership, agency or joint venture between the parties.

10.6  This Agreement constitutes the entire agreement between the parties as to the subject matter hereof and supersedes all previous communications, representations and arrangements, either written or oral, and each party hereby acknowledges that no reliance is placed on any representation made by the other party before the Agreement date but not embodied in this Agreement.

10.7  If any provisions of this Agreement shall be held illegal or unenforceable by a court of competent jurisdiction then such provisions shall be severed and the remainder of this Agreement shall remain in full force and effect unless the business purpose of this Agreement is substantially frustrated thereby in which case this Agreement shall automatically terminate.

10.8  This Agreement may not be assigned, licensed, sub-licensed or otherwise transferred by the Client without the prior written consent of MandateWire.

10.9  No term of this Agreement shall be enforceable by a third party (including any User). 

10.10  This Agreement may be signed in counterparts and all signed copies of this Agreement shall be deemed to be originals of this Agreement.  Copies signed by counterparts and by fax or by PDF file sent by email shall be deemed to be original copies.

11  DISPUTES AND GOVERNING LAW

11.1  Each party agrees to respond promptly to any issues referred to it by the other party relating to this Agreement and shall seek to resolve any disputes arising through its relationship manager as quickly and effectively as possible.

11.2  Subject to Clause 11.1, if the parties cannot satisfactorily resolve any dispute within 14 days of referral to the relationship managers then that dispute shall be escalated to a Director (or equivalent) of both parties.  If the parties cannot satisfactorily resolve any dispute within 14 days of referral to a Director (or equivalent) then either party may seek its legal remedies as provided in Clause 11.4.

11.3  This Clause 11 shall not restrict either party from seeking immediate legal or equitable relief for any infringement of its IPRs.

11.4  This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England, provided that for the exclusive benefit of MandateWire, MandateWire retains the right to bring proceedings against the Client in the applicable courts of the Client's place of business.

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