Scroll to read in full. These terms bind both parties on acceptance.
Definitions
“Services” means access to the Index trading terminal and its market data. “Licence” means the right for one Named User to access the Services. “Named User” means an individual identified in section 4. “Market Data” means the pricing, curve, index and news information made available through the Services. “Fees” means the charges in section 5. “Agreement” means this document and its schedules.
Grant of licence
The Provider grants the Customer a non-exclusive, non-transferable right for its Named Users to access the Services for the Customer’s internal business use, for the number of Licences purchased. One Named User may use each Licence; logins are personal and must not be shared. Named Users may be substituted on notice to the Provider.
Market data
Market Data is provided for the Customer’s internal use only and must not be redistributed, resold or made available to any third party. It originates from exchanges and third-party sources and may be subject to their terms, which the Customer agrees to observe. Market Data may be delayed, incomplete or interrupted and is provided on an “as is” basis. It is information only, is not financial, investment or trading advice, and must not be relied upon as the sole basis for any trading decision. The Provider is not a party to, and accepts no responsibility for, any transaction the Customer enters into.
Term & renewal
Each Licence has a minimum term of 12 months, beginning on the date this Agreement is accepted by the Customer and the first payment is made (the “Start Date”), from which date the Services are made available. After the 12-month minimum term the Licence continues on a rolling monthly basis until either party ends it on 30 days’ written notice, taking effect at the end of a billing month. During any rolling period after the minimum term, the uplifted Fee in clause 5 applies until a further 12-month term is agreed, whereupon the standard Fee for that term applies.
Fees & payment
The Customer pays the Fees monthly in advance. Fees are per Licence per month and exclusive of VAT, which is payable in addition. The first three Licences are charged at the plan rate stated in section 3; where the Customer holds three or more Licences, each further Licence is charged at the additional-user rate stated in section 3. Exchange and market-data charges are recharged at cost per Licence. The Provider may charge interest on late payment under the Late Payment of Commercial Debts (Interest) Act 1998.
Where a Licence continues on a rolling monthly basis after its 12-month minimum term, the monthly Fee for that Licence increases by 35% and that uplifted Fee applies until the parties agree a further 12-month term, on the agreement of which the standard Fee for that term applies. The Provider may otherwise change the Fees on 30 days’ notice, taking effect at the next renewal.
Customer responsibilities
The Customer will keep login credentials secure, use the Services in accordance with this Agreement and applicable law, and not copy, resell, sub-licence, reverse engineer or attempt to extract the underlying data feeds other than through the features provided. The Customer is responsible for acts and omissions of its Named Users.
Unauthorised use, sharing and redistribution
Licences are for the Customer’s Named Users only. If the Customer or any Named User is found to be sharing login credentials or Licences, redistributing or reselling the Services or Market Data, or accessing or extracting the Services or Market Data through any unauthorised API, data feed or automated link, in each case without the Provider’s express written permission, this is a material breach. The Provider may monitor use of the Services to verify compliance.
In that event, and in addition to any other right or remedy (including the Provider’s rights of suspension and termination below), the Provider may invoice, and the Customer will pay, for each affected Licence and for each instance of unauthorised use: (a) the annual Fee for that Licence, being twelve times its monthly Fee; plus (b) a further amount equal to 100% of that annual Fee. The parties agree this is a genuine and proportionate pre-estimate of the additional cost, monitoring burden and loss of value caused by such use, and a reasonable protection of the Provider’s legitimate interest in the integrity of its Services and Market Data.
Intellectual property
All intellectual property rights in the Services and Market Data remain with the Provider and its licensors. Where a plan includes the Customer’s own branding, that branding is used solely to configure the Customer’s own instance and grants the Provider no rights beyond that purpose.
Confidentiality
Each party will keep the other’s confidential information confidential and use it only for the purpose of this Agreement, except where disclosure is required by law or to professional advisers under equivalent duties of confidence.
Data protection
Each party will comply with the UK GDPR and the Data Protection Act 2018. The Provider processes personal data (such as Named User details) to provide and support the Services in accordance with its privacy policy, and the parties will put in place a data processing addendum where one is required.
Warranties & disclaimers
The Provider will provide the Services with reasonable skill and care and will use reasonable efforts to keep them available. Except as expressly stated, the Services and Market Data are provided without warranty of any kind, including as to accuracy, completeness, timeliness or uninterrupted availability. Nothing in the Services constitutes financial, investment or trading advice.
Limitation of liability
Nothing in this Agreement excludes liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be excluded by law. Subject to that, neither party is liable for indirect or consequential loss, or for loss of profit, trades, revenue, goodwill or data; and each party’s total liability arising out of this Agreement is limited to the Fees paid in the 12 months before the claim. The Provider is not liable for losses arising from reliance on Market Data or from any trading decision made by the Customer.
Suspension & termination
The Provider may suspend access where Fees are overdue or where the Services are being misused. Either party may terminate on written notice if the other commits a material breach that is not remedied within 14 days of being asked, or becomes insolvent. On termination, access to the Services ends and accrued Fees become payable.
Governing law
This Agreement and any dispute arising out of it are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
General
This Agreement is the entire agreement between the parties on its subject matter and supersedes prior discussions. Any variation must be in writing and signed by both parties. Neither party may assign it without the other’s consent (not to be unreasonably withheld). A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999. Notices must be in writing to the contacts in section 1.