Terms of Use

STATMETRIX PLATFORM TERMS OF USE

these TermsThese are Statmetrix Limited’s Terms of Use in relation to their proprietary platform. Statmetrix grants access to each Customer (as defined herein) on the basis of the terms set out herein. Statmetrix Limited is a company incorporated and registered in England and Wales with company number 10090776 whose registered office is at Harben House, Harben Parade, Finchley Road, London NW3 6LH and is referred to in these Terms as “Statmetrix”.

Agreed terms

  1. Interpretation
    • The definitions and rules of interpretation in this clause apply in these Terms.
    • Authorised Users: those employees, members, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Statmetrix Data.
    • Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
    • Club: the club or organisation of which the Customer is a part or is responsible for and in relation to which the Customer intends to use the Services.
    • Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 6 or clause 11.7.
    • Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
    • Customer Data: the data inputted by the Customer, Registered Players, Authorised Users, or Statmetrix on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
    • Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
    • Effective Date: the date of these Terms.
    • Equipment: the equipment provided by Statmetrix to the Customer for the purposes of and in relation to the recording of events staged by the Club or in which the Club is involved.
    • Platform: the platform owned and operated by Statmetrix through which it provides its Services.
    • Registered Player: an individual to whom Statemetrix provides access to the Platform as a player.
    • Renewal Period: the period described in clause 1.
    • Services: the subscription services provided by Statmetrix to the Customer under these Terms via the Platform.
    • Software: the online software applications provided by Statmetrix as part of the Services.
    • Statmetrix Data: the data supplied through the Platform as part of the Services.
    • Subscription Fees: the subscription fees payable by the Customer to Statmetrix for the User Subscriptions, as set out in the relevant pricing model provided to the Customer by Statmetrix from time to time
    • Subscription Term: has the meaning given in clause 1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
    • UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
    • User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 1 which entitle Authorised Users to access and use the Services and the Statmetrix Data in accordance with these Terms.
    • Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
  2. these Termsthese Termsthese TermsCustomer User Subscriptions
    1. Subject to the Customer purchasing the User Subscriptions in accordance with Clause 1, the restrictions set out in this Clause 2 and the other provisions of these Terms, Statmetrix hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services, the Platform and the Statmetrix Data during the Subscription Term solely for the Customer's internal business operations.
    2. In relation to the Authorised Users, the Customer undertakes that:
      1. the maximum number of Authorised Users that it authorises to access and use the Services, the Platform and the Statmetrix Data shall not exceed the maximum number of permitted Authorised Users as may be advised by Statmetrix from time to time;
      2. each Authorised User shall keep a secure password for his use of the Services.
    3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      6. is otherwise illegal or causes damage or injury to any person or property;
      7. and Statmetrix reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
    4. The Customer shall not:
      1. 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 these Terms:
        1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Statmetrix Data (as applicable) in any form or media or by any means; or
        2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
      2. access all or any part of the Services, the Platform and Statmetrix Data in order to build a product or service which competes with the Services; or
      3. use the Services, the Platform or Statmetrix Data to provide services to third parties; or
      4. subject to Clause 1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, the Platform or Statmetrix Data available to any third party except the Authorised Users, or
      5. attempt to obtain, or assist third parties in obtaining, access to the Services, the Platform and Statmetrix Data, other than as provided under this Clause 2; and
    5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform, the Services and the Statmetrix Data and, in the event of any such unauthorised access or use, promptly notify Statmetrix.
    6. 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. Registered Player Access
    1. This Clause 3 applies to Registered Players.
    2. Where Statmetrix grants access to the Platform to Registered Players, each such Registered Player agrees that is shall:
      • comply with all of the requirements of these Terms;
      • use the Platform only in accordance with the licence granted under Clause 3.3.
    3. Each Registered Player shall be able to select membership to the Platform under a free plan or a plan which carries a membership fee. The Registered Player acknowledges it may not have access to certain parts of the Platform if it selects a free plan.
    4. Subject to compliance with these Terms, Statmetrix grants each Registered Player a non-exclusive, non-transferable right, without the right to grant sub-licences, to use the Services, the Platform and the Statmetrix Data whilst such person is a Registered Player solely for their personal use.
  4. Services
    1. Statmetrix shall, during the Subscription Term, provide the Services and make available the Platform and the Statmetrix Data to the Customer on and subject to these Terms.
    2. Statmetrix may update or change the Services or the Platform from time to time and makes no guarantee to the Customer that either shall be available or uninterrupted.
    3. Statmetrix may suspend or withdraw or restrict the availability of all or any part of the Services or the Platform as it may reasonably deem necessary. In the event that such suspension or withdrawal occurs, Statmetrix will use reasonable endeavours to provide reasonable notice to the Customer.
  5. Equipment Purchase
    1. Where available, the Customer may purchase certain Equipment from Statmetrix for its own use or use by the Club. In relation to such purchased Equipment the Customer agrees and acknowledges the following:
      1. Statmetrix sells such Equipment on behalf of third parties; and
      2. the warranties provided in relation to such purchased Equipment shall be as provided by the manufacturer of such Equipment.
    2. The cost of all Equipment purchased by the Customer pursuant to Clause 5.5 shall be paid by the Customer:
      1. upfront prior to the provision of the Equipment; or
      2. monthly during the Subscription Term provided that the Initial Term shall be 24 months.
  6. Customer Data and Sharing
    1. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
    2. The Customer and each Registered Player hereby grant to Statmetrix a perpetual, royalty-free, worldwide licence to use the Customer Data for the purposes of operating its business. The Customer and the Registered Player each acknowledges that Statmetrix may share the Customer Data and any data derived from it with its customers for such purposes subject to applicable laws and regulations.
    3. Statmetrix shall, in providing the Services, comply with its Privacy Policy relating to the privacy, security and use of the Customer Data.
    4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
    5. The Customer hereby agrees that, where it shares any third party personal data with Statmetrix for the purposes of receiving the Services, the Customer has properly obtained all necessary rights, authorisation and consents to transfer any such data to Statmetrix and the Customer agrees and acknowledges that any such personal data will be processed in accordance with the applicable Privacy Notice of Statmetrix.
    6. The parties acknowledge that:
      1. if Statmetrix processes any personal data on the Customer or any Registered Player's behalf when performing its obligations under these Terms, the Customer, or the Registered Player, is the controller and Statmetrix is the processor for the purposes of the Data Protection Legislation.
      2. Schedule 1 sets out the duration of the processing and the types of personal data and categories of data subject.
      3. the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Statmetrix's other obligations under these Terms.
    7. Without prejudice to the generality of Clause 4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Statmetrix for the duration and purposes of these Terms so that Statmetrix may lawfully use, process and transfer the personal data in accordance with these Terms on the Customer's behalf.
    8. Without prejudice to the generality of clause 4, Statmetrix shall, in relation to any personal data processed in connection with the performance by Statmetrix of its obligations under these Terms:
      1. process that personal data only on the documented written instructions of the Customer or the Registered Player unless Statmetrix is required by the laws of any member of the European Union or by the laws of the European Union applicable to Statmetrix and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where Statmetrix is relying on Applicable Laws as the basis for processing personal data, Statmetrix shall promptly notify the Customer or the Registered Player of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Statmetrix from so notifying such party;
      2. not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
        1. the Customer or Statmetrix has provided appropriate safeguards in relation to the transfer;
        2. the data subject has enforceable rights and effective legal remedies;
        3. Statmetrix complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
        4. Statmetrix complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
      3. assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      4. notify the Customer without undue delay on becoming aware of a personal data breach;
      5. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and
      6. maintain complete and accurate records and information to demonstrate its compliance with this clause 6 and immediately inform the Company if, in the opinion of the VAR, an instruction infringes the Data Protection Legislation.
    9. Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
    10. The Customer consents to Statmetrix appointing such third-party processor of personal data as may be agreed in relation to these Terms. Statmetrix confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Clause 6 and in either case which reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Statmetrix, Statmetrix shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 6.
    11. Either party may, at any time on not less than 30 days' notice, revise this Clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Terms).
  7. Statmetrix Obligations
    1. Statmetrix undertakes that the Services will be performed with reasonable skill and care.
    2. The undertaking at Clause 1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Statmetrix's instructions, or modification or alteration of the Services by any party other than Statmetrix or Statmetrix's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Statmetrix 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 performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in Clause 7.1. Notwithstanding the foregoing, Statmetrix:
      1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Statmetrix Data and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
      2. 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 Services and Statmetrix Data may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    3. These Terms shall not prevent Statmetrix from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
    4. Statmetrix warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.
  8. Customer's obligations
    1. The Customer shall:
      1. provide Statmetrix with:
        1. all necessary co-operation in relation to these Terms; and
        2. all necessary access to such information as may be required by Statmetrix;
        3. in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
    2. without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;
    3. carry out all other Customer responsibilities set out in these Terms 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, Statmetrix may adjust any agreed timetable or delivery schedule as reasonably necessary;
    4. ensure that the Authorised Users use the Services and the Statmetrix Data in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User's breach of these Terms;
    5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Statmetrix, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;
    6. be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Statmetrix's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
  9. Charges and payment
    1. For the purposes of this Clause 9 only, references to the Customer shall not include Registered Players who have subscribed to a free plan.
    2. The Customer shall pay the Subscription Fees, subject to a maximum number of Authorised Users.
    3. The Customer shall on the Effective Date provide to Statmetrix valid and approved purchase order information acceptable to Statmetrix and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides its approved purchase order information to Statmetrix, Statmetrix shall invoice the Customer:
      1. on the Effective Date for the Subscription Fees payable in respect of the initial period or relevant Renewal Period; and
      2. subject to Clause 1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice.
    4. If Statmetrix has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Statmetrix:
      1. Statmetrix may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Statmetrix shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
      2. 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 Barclays Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
    5. All amounts and fees stated or referred to in these Terms:
      1. shall be payable in pounds sterling;
      2. are, subject to Clause 3(b), non-cancellable and non-refundable;
      3. are exclusive of value added tax, which shall be added to Statmetrix's invoice(s) at the appropriate rate.
    6. Statmetrix shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 90 days' prior notice to the Customer and Clause 1 shall be deemed to have been amended accordingly.
    7. All payments made by the Customer under this Agreement shall be processed by Statmetrix third party payment provider [NAME] and all such payments shall be subject to [NAME]’s terms available at [LINK].
  10. Proprietary rights
    1. The Customer acknowledges and agrees that Statmetrix and/or its licensors own all intellectual property rights in the Services and the Statmetrix Data. Except as expressly stated herein, these Terms does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Statmetrix Data.
    2. Statmetrix confirms that it has all the rights in relation to the Services and the Statmetrix Data that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.
  11.  Confidentiality
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:
      1. is or becomes publicly known other than through any act or omission of the receiving party;
      2. was in the other party's lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
      4. is independently developed by the receiving party, which independent development can be shown by written evidence.
    2. Subject to Clause 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 these Terms.
    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 these Terms.
    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 4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    5. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    6. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Statmetrix's Confidential Information.
    7. Statmetrix acknowledges that the Customer Data is the Confidential Information of the Customer.
    8. No party shall make, or permit any person to make, any public announcement concerning these Terms 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.
    9. The above provisions of this Clause 11 shall survive termination of these Terms, however arising.
  12.  Indemnity
    1. The Customer shall defend, indemnify and hold harmless Statmetrix 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 Services and/or Statmetrix Data, provided that:
      1. the Customer is given prompt notice of any such claim;
      2. Statmetrix provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
      3. the Customer is given sole authority to defend or settle the claim.
    2. Statmetrix shall defend the Customer, its officers, directors and employees against any claim that the Services or Statmetrix Data 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:
      1. Statmetrix is given prompt notice of any such claim;
      2. the Customer provides reasonable co-operation to Statmetrix in the defence and settlement of such claim, at Statmetrix's expense; and
      3. Statmetrix is given sole authority to defend or settle the claim.
    3. In the defence or settlement of any claim, Statmetrix may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms 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.
    4. In no event shall Statmetrix, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
      1. a modification of the Services or Statmetrix Data by anyone other than Statmetrix; or
      2. the Customer's use of the Services or Statmetrix Data in a manner contrary to the instructions given to the Customer by Statmetrix; or
      3. the Customer's use of the Services or Statmetrix Data after notice of the alleged or actual infringement from Statmetrix or any appropriate authority.
    5. The foregoing state the Customer's sole and exclusive rights and remedies, and Statmetrix's (including Statmetrix's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
  13. Limitation of liability
    1. Except as expressly and specifically provided in these Terms:
      1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Statmetrix Data by the Customer, and for conclusions drawn from such use. Statmetrix shall have no liability for any damage caused by errors or omissions in the Statmetrix Data or any other information, instructions or scripts provided to Statmetrix by the Customer in connection with the Services, or any actions taken by Statmetrix at the Customer's direction;
      2. 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 these Terms; and
      3. the Services and the Statmetrix Data are provided to the Customer on an "as is" basis.
    2. Nothing in these Terms excludes the liability of Statmetrix:
      1. for death or personal injury caused by Statmetrix's negligence; or
      2. for fraud or fraudulent misrepresentation.
    3. Subject to clause 1 and clause 13.2:
      1. Statmetrix shall not be liable whether in tort (including for 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 these Terms; and
      2. Statmetrix's total aggregate liability in contract (including in respect of the indemnity at Clause 2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
  14. Term and termination
    1. These Terms shall, unless otherwise terminated as provided in this Clause 14, commence on the Effective Date and shall continue for 12 months (subject to any longer period set out in Clause 6(b)) and, thereafter, these Terms shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
      1. either party notifies the other party of termination, in writing, at least 60 days before the end of any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable Renewal Period; or
      2. otherwise terminated in accordance with the provisions of these Terms; and the term set out in this Clause 14.1 together with any subsequent Renewal Periods shall constitute the Subscription Term.
    2. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of any term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
      2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under these Terms has been placed in jeopardy.
    3. On termination of these Terms for any reason:
      1. all licences granted under these Terms shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Statmetrix Data;
      2. each party shall return and make no further use of any equipment, property, Statmetrix Data and other items (and all copies of them) belonging to the other party; and
      3. 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.
  15. Conflict

If there is an inconsistency between any of the provisions in the main body of these Terms and the Schedules, the provisions in the main body of these Terms shall prevail.

  1. Variation

No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  1. Waiver

No failure or delay by a party to exercise any right or remedy provided under these Terms 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.

  1. Rights and remedies

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

  1. Severance
    1. If any provision or part-provision of these Terms 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 these Terms.
    2. If any provision or part-provision of these Terms is deemed deleted under clause 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.
  2. Entire agreement
    1. These Terms 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.
    2. Each party acknowledges that in entering into these Terms 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 these Terms.
    3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
  3. Assignment
    1. The Customer shall not, without the prior written consent of Statmetrix, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
    2. Statmetrix 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 these Terms.
  4. No partnership or agency

Nothing in these Terms 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).

  1. Third party rights

These Terms does not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

  1. Notices
    1. Any notice required to be given under these Terms 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 these Terms, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in these Terms.
    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 fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
  2. Governing law

These Terms 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.

  1. Jurisdiction

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 these Terms or its subject matter or formation (including non-contractual disputes or claims).

 


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