1.1. The definitions and rules of interpretation in this clause apply in this Agreement.
Affiliate: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
Agreement: the Order Form and these Terms and Conditions, including any of their respective applicable Addendums and Schedules.
Articles: any written articles, news reports, essays or written content which is made available by With Intelligence to Authorised Users as part of the Services.
Applicable Data Protection Laws: to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data or, to the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Client is subject, which relates to the protection of personal data (which may include but not be limited to 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).
Authorised Users: an individual natural person, whether an employee, agent or independent contractor of the Client who is authorised by the Client to use the Services and the Software in accordance with the terms of this Agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Brand: the brand under which the Services and Software are provided to the Client, as is indicated at the top of the Order Form.
Comprehensive Restricted Location: a jurisdiction or territory that is the subject of Restrictive Measures, including Cuba, Iran, North Korea, Syria, Belarus and the Crimea, Kherson, Zaporizhzhia, Luhansk, and Donetsk regions of Ukraine insofar as such regions or countries remain subject to Restrictive Measures.
Confidential Information: any information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Applicable Data Protection Laws.
Client Data: any data inputted onto the Services and Software by the Client, Authorised Users, or With Intelligence on the Client’s behalf for the purpose of using or facilitating the Client’s use of the Services and the Software.
Cross Border Data Transfer Addendum (Subscriptions): With Intelligence’s cross border personal data transfer addendum setting out the terms on which With Intelligence may transfer personal data to the Client, as is set out at
(https://www.withintelligence.com/cross-border-data-transfer-addendum-subscriptions) and as may be updated from time to time.
Data: any data, content or information which is provided to the Client (whether directly or indirectly).
Data Processor Schedule: With Intelligence’s data processor schedule setting out the terms on which With Intelligence may, in certain circumstances, act as a data processor of the Client, as is set out at (https://www.withintelligence.com/data-processor-schedule) and as may be updated from time to time.
Derived Data: analytics, models, and/or statistics created by the Client and/or its Authorised Users as the result of the any aggregation, analysis, manipulation or interpretation of the Data carried out by an Authorised User.
Effective Date: the date of this Agreement, as specified on the Order Form.
EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
Fees: all applicable fees payable under this Agreement, including Subscription Fee, Merger Fee and/or Software Fees.
Initial Term: the period between the start date and the end date as is set out on the Order Form.
Merger Fee: revised Subscription Fees and Software Fees for the Services and Software (as applicable) based on the increased benefit the Client may receive from the Services and the Software due to the enlarged size and nature of the Client’s business following a Transfer.
Order Form: the signed order form to which these Terms and Conditions are attached which describes the Services and, if applicable, the Software which will be provided by With Intelligence.
Renewal Period: any additional one-year period that the Agreement is renewed for at the end of the Initial Term or any subsequent Renewal Period in accordance with clause 14.1.
Restrictive Measures: all applicable economic or financial sanctions, trade embargoes, or export controls imposed, administered or enforced from time to time by authorities such as (but not limited to): the Government of the United States, the European Union, and the Government of the United Kingdom.
Services: the subscription services provided by With Intelligence to the Client under this Agreement as is set out on the Order Form.
Software: the software set out on the Order Form (if any) and made available online or through third-party applications (together with any applicable maintenance releases) by With Intelligence.
Software Fees: the software fees payable by the Client to With Intelligence for the Software, as is set out on the Order Form.
Subscription Fees: the subscription fees payable by the Client to With Intelligence for the User Subscriptions, as is set out on the Order Form.
Term: the term of this Agreement, being the Initial Term and plus any Renewal Periods.
Third-Party Services: has the meaning given in clause 9.1.e.
Transfer: where the Client or an Affiliate of the Client merges with or acquires any interest, shares or otherwise obtains control of a third party or if any third party merges with or acquires such an interest in or control over the Client or an Affiliate of the Client.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
USA Specific Provisions Schedule (Subscriptions): the USA specific provisions schedule as is set out at (https://www.withintelligence.com/usa-specific-provisions-schedule-subscriptions) and as may be updated or amended from time to time.
User Subscriptions: the user subscriptions purchased by the Client in accordance with the Order Form which permit Authorised Users to access and use the Services and the Software in accordance with the terms of this Agreement. The number of User Subscriptions for Software may be equal to or less but not more than the number of User Subscriptions for Services. For the purposes of this Agreement, “use” of the Software shall be restricted to use of the Software in object code form.
1.2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
1.3. A reference to a company shall include any company, corporation, limited liability partnership or other body corporate, wherever and however incorporated or established.
1.4. A reference to writing or written includes e-mail.
2.1. Subject to the Client paying the Fees in accordance with clause 10.1 and the Client’s strict compliance with the Agreement, With Intelligence hereby grants to the Client a non-exclusive, non-transferable, limited:
(a) right to permit the Authorised Users to use the Services; and
(b) license to permit the Authorised Users to use the Software, during the Term for the normal business purposes of the Client in accordance with the Agreement.
2.2. The Client shall ensure that:
2.3. Except as may be required by any applicable law or permitted by any other clause of this Agreement, the Client shall not and shall ensure that the Authorised Users shall not:
2.4. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, and Software and in the event that the Client discovers any such unauthorised access or use the Client shall notify With Intelligence immediately.
2.5. Any breach by the Client of this clause 2 shall be deemed to be a material breach of this Agreement.
3.1. Authorised Users will each be given a username(s) and password(s). As part of the initial set-up, each Authorised User will be asked to change their password(s). The Client shall ensure that each Authorised User keeps their password(s) private and confidential and that they do not share such details with any other person.
3.2. With Intelligence may suspend or disable any username or password immediately if it reasonably believes that the Client or an Authorised User has breached any of the terms of this Agreement, including but not limited to a breach of this clause 3. If With Intelligence reasonably believes that the Client or an Authorised User is in breach of clause 3.1 above then, without prejudice to any other rights or remedies that With Intelligence may have, With Intelligence may immediately (i) terminate that Authorised User’s access or, where With Intelligence reasonably believes that such unauthorised use was caused by the Client, all Authorised Users’ access to the Services and Software; and (ii) charge the Client for an additional User Subscription for each non-Authorised User who used or accessed the Services or Software (as applicable) using an Authorised User’s username and password. With Intelligence may invoice the Client for any Subscription Fees and Software Fees payable in respect of any such additional User Subscriptions as if they had been included in the Order Form on the start date and the Order Form shall be deemed to have been amended accordingly.
4.1. With Intelligence shall, during the Term, provide the Services to the Client on and subject to this Agreement.
4.2. With Intelligence shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
4.3 The Client acknowledges that:
5.1. Each of With Intelligence and the Client shall be a data controller (as that term is defined by the UK GDPR) in connection with the processing of personal data in the performance of each party’s obligations under this Agreement.
5.2. Each party shall comply with their respective obligations under Applicable Data Protection Laws arising in connection with this Agreement.
5.3. The Client hereby consents to all actions taken by With Intelligence in connection with the processing of any personal data of the Client or otherwise provided to With Intelligence by or on behalf of the Client and/or the Authorised Users provided that such processing is in compliance with the then-current version of With Intelligence’s privacy policy available at www.withintelligence.com/privacy/. Without prejudice to clause 5.2, in the event of any inconsistency or conflict between the terms of With Intelligence’s privacy policy and this Agreement, the privacy policy will take precedence. The Client agrees and undertakes to notify the Authorised Users, its personnel, representatives and agents that their personal data will be transferred to With Intelligence and shall provide them with a link to the With Intelligence privacy policy and shall procure all required consents from the data subjects.
5.4. Without prejudice to clause 5.1 above, to the extent that With Intelligence is deemed to act as a processor of the Client in performing its obligations under this Agreement or in connection with it, the Data Processor Schedule shall apply and be deemed to form an integral part of this Agreement.
5.5. Where:
a) the Client is established in a location outside of the United Kingdom or European Economic Area or in any other country not subject to finding of adequacy in accordance with Article 45 of the UK GDPR; or
b) the Client is located in the United States of America and is:
c) not a participant in the EU-US Data Privacy Framework (for EU transfers) (the “DPF”) and the UK Extension to the EU-US Data Privacy Framework (for UK transfers) (the “UK Extension”); or
d) a participant in the DPF and the UK Extension (as applicable) but the DPF and UK Extension have (respectively) ceased to be subject to an adequacy decision by the European Commission and to adequacy regulations by the United Kingdom Parliament,
the Cross Border Data Transfer Addendum (Subscriptions) shall apply in respect of any transfers of personal data made by With Intelligence to the Client within the relevant third country and shall be deemed to form an integral part of this Agreement.
5.6. The Client shall indemnify With Intelligence on demand from any liability, cost, charge, damages, expense or loss (including all interest, penalties and legal costs and all other professional costs and expenses) which With Intelligence suffers as a result of the Client’s breach of (i) this clause 5; or (ii) any Applicable Data Protection Laws.
6.1. This clause 6 shall apply to any Services which are indicated on the Order Form.
6.2. Subscriptions to Services shall be delivered exclusively online.
6.3. Each Authorised User of a Service is permitted to access, print, display, download or store the Data in accordance with this Agreement and to the extent reasonably necessary to receive the benefit of the Services, which may include aggregation, analysis and interpretation of the Data.
6.4. Any Derived Data may be used and disclosed in reports and presentations of the Client provided that:
6.5. Authorised Users may input the Data onto the Client’s internal or proprietary industry specific data processing applications provided that by doing so the Data does not become available in unmodified form or readily extractible by any persons other than Authorised Users.
6.6. Authorised Users shall not disclose, disseminate, distribute or make available to anyone who is not an Authorised User any unmodified Data or Data which has been modified but remains identifiable or readily extractible to any other person in any way other than except as is permitted by clause 6.4 above.
7.1. The Client acknowledges that the Services and Software may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties and that where the Client or an Authorised User does so, they do so solely at their own risk. With Intelligence makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, with any such third party. With Intelligence does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services or Software.
7.2. Neither party shall export, directly or indirectly, any technical data acquired from the other party under this Agreement (or any products, including software, incorporating any such data) in breach of any appliable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other government approval without first obtaining such licence or approval.
8.1. With Intelligence shall perform the Services with reasonable skill and care.
8.2. With Intelligence owes no obligations to the Client to the extent that: (i) the Client’s use of the Services or Software is in breach of any law, the terms this Agreement or contrary to With Intelligence’s instructions, or (ii) where the Client or any third party modifies or alters the Services, Software or any Article in any way except as is expressly approved by With Intelligence in writing.
8.3. If the Services are not delivered in conformance with clause 8.1 then With Intelligence shall use its reasonable commercial endeavours to promptly correct any such non-conformance. Such correction constitutes the Client’s sole and exclusive remedy for any breach of clause 8.1. Notwithstanding the foregoing:
8.4. With Intelligence warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
9.1. The Client shall:
a) promptly provide With Intelligence with:
1. all necessary co-operation in relation to this Agreement;
2. all necessary access to such information and systems of the Client as may be reasonably required by With Intelligence for the purpose of delivering or providing the Services and Software, including but not limited to Client Data, Client personal data and any security access information necessary for the purpose of configuring the Services and the Software;
b) comply with all applicable laws and regulations with respect to its activities under this Agreement;
c) ensure that the Authorised Users use the Services and the Software in accordance with the terms of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement and any act or omission of an Authorised User which relates to the Services or Software; and
d) be solely responsible for procuring and maintaining such network connections and telecommunications links as may be necessary to access the Services; and
e) ensure that it has all the necessary licences and consents of any third-party applications, services, products, technologies or content (“Third-Party Services”) which are required for access to the Services and, if applicable, Software.
10.1. The Client shall pay the Fees to With Intelligence within thirty (30) days from the date of the invoice.
10.2. If With Intelligence has not received payment in accordance with the payment terms attached to the invoice and by the due date indicated then, without prejudice to any other rights and remedies of With Intelligence:
10.3. All amounts and fees stated or referred to in this Agreement:
10.4. With Intelligence shall, upon giving to the Client not less than 30 days’ notice prior to the end of the Initial Term or then current Renewal Period (as applicable), be entitled to increase the Subscription Fees and the Software Fees, such increase to take effect from the beginning of the immediately succeeding Renewal Period.
10.5. In the event that the Client or any Affiliate of the Client that has a right to access the Services, and Software is a party to a Transfer:
11.1. The Client acknowledges and agrees that With Intelligence and/or its licensors shall at all times retain full ownership of all Intellectual Property Rights in the Articles, the Data, the Services and the Software. Except as expressly stated herein, this Agreement does not grant the Client any rights or licences to or in any copyright, database right, patents, trade secrets, trade names or trademarks or other intellectual property rights (whether registered or unregistered) that With Intelligence owns, controls or has licensed from a third party. “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
12.1. Each party may be given access to Confidential Information relating to the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
12.2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
12.3. 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 this Agreement.
12.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
12.5. This clause 12 shall survive termination of this Agreement, however arising.
13.1. This clause 13 sets out the entire financial liability of With Intelligence (including any liability of With Intelligence for the acts or omissions of its employees, agents and sub-contractors) to the Client:
13.2. Except as expressly and specifically provided in this Agreement:
13.3. Nothing in this Agreement excludes the liability of either party:
13.4. Subject to clause 13.2 and clause 13.3:
13.5. With Intelligence shall indemnify the Client for any amounts finally awarded against them by a court of competent jurisdiction or agreed by With Intelligence to be paid in settlement in each case under any third party claim of an infringement of that third party’s Intellectual Property Rights brought against the Client (together with the Client’s reasonable outside attorney’s fees incurred in defending such claim) as a direct result of the Client’s use of the Services and/or the Software (“Indemnified Claim”). The indemnity in this clause 13.5 shall be the Client’s sole remedy against With Intelligence in respect of the Indemnified Claim and is subject to the Client: (i) giving With Intelligence prompt written notice of the Indemnified Claim; (ii) making no admission in respect of the Indemnified Claim; and (iii) providing reasonable assistance and cooperation to With Intelligence (at With Intelligence’s cost) in respect of the Indemnified Claim.
14.1. The Services shall be provided for and the licence for the Software shall be granted for the Initial Term and, unless otherwise expressly agreed, shall automatically renew at the end of the Initial Term or then current Renewal Period for successive Renewal Periods unless this Agreement is terminated in accordance with clause 14.2 of this Agreement.
14.2. Either party may terminate this Agreement: (a) for Services, with effect from the end of the Initial Term or then current Renewal Period by giving the other party gives written notice at least 30 days prior to the expiry of the Initial Term or then current Renewal Period (as applicable) and, if applicable, for Software the other party shall provide written notice at least 60 days prior to the expiry of the Initial Term or then current Renewal Period (as applicable); (b) if With Intelligence no longer has the right to license or distribute a material part of the Services or the Software; (c) if the other party commits a breach of any material term or condition of this Agreement and does not cure such breach within 30 days’ written notice to do so; or (d) if the other party’s assets are transferred to an assignee for the benefit of creditors, to a receiver or to a trustee in bankruptcy, a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within 60 days, or the other party is adjudged bankrupt. Any notice relating to termination by the Client must be sent to cancellation@withintelligence.com.
14.3 With Intelligence shall have the right to terminate the Agreement and any Order Form without prior notice or liability to Client, if With Intelligence determines, in its sole discretion, that such termination is required by With Intelligence to comply with applicable law or With Intelligence corporate policy, or that Client has breached any of the representations or covenants contained in clause 17.2 (Restrictive Measures).
14.4. Any termination does not relieve either Party of any liability incurred prior to such termination, or for Client’s payment for unaffected Services and Software. Upon the termination of this Agreement, or any Order Form; all Fees and any other sums owed by the Client at the date of termination shall automatically and immediately become due and payable.
14.5. Upon any expiration or other termination of an Order Form, all licenses (including, without limitation, to the Software) granted under same immediately will terminate. The Terms and Conditions will continue to apply to any Order Forms that have not been so terminated. The license to the Software shall automatically terminate upon the expiry or earlier termination of the Third-Party Services agreement through which access to the Software is provided.
14.6. Except as is otherwise expressly stated in this Agreement, the Client may not permanently retain any Data or Articles, including: (a) in any file or on any hard drive, server or other form of memory; or (b) in any printed form. The Client represents and warrants that upon any expiration or termination of this Agreement or an Order Form, as applicable, the Client will immediately: (i) discontinue all use of Services, Software, Articles, Data associated with any expired or terminated Order Forms; (ii) destroy any items relating to the Services, (including but not limited to Data, Software, Articles) and purge any Articles, Data from all electronic media; (iii) deinstall the Software; and (iv) upon request from With Intelligence provide written certification to With Intelligence that the Client has complied with this clause 14.6. With Intelligence reserves the right to audit the Client’s databases and systems to ensure its compliance with this clause 14.6. In the event that With Intelligence learns that the Client has not complied with the terms of this 14.6 then With Intelligence may invoice the Client for a Renewal Period for each year that the Client is or has been in breach of this clause 14.6.
14.7. In the event that the Client terminates this Agreement pursuant to clause 14.2 (b), (c) or (d) then With Intelligence shall refund the Client a pro-rated amount in respect of any prepaid Fees for the User Subscriptions.
15.1. Neither party be in breach of this Agreement or shall owe any liability to the other if it is prevented from or delayed in performing its obligations or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of With Intelligence or any other party), failure of a utility service or transport or telecommunications network, pandemic, epidemic, public health emergency, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub- contractors, provided that the other is notified of such an event and its expected duration. If the period of delay or non-performance continues for three months, the party not affected may terminate this Agreement by giving 30 days’ written notice to the affected party.
16.1. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.2. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
16.3. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
16.4. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
16.5. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
16.6. Neither party shall, without the prior written consent of the other, assign, transfer, charge, or deal in any other manner with all or any of its rights or obligations under this Agreement except that either party may, after having given prior written notice to the other party, assign or transfer any or all of its rights and obligations under this Agreement to:
16.7. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
16.8. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
16.9. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes or sent by email to the other email address as is set out on the Order Form.
16.10. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.
16.11. In the event that there is any conflict between the terms of this Agreement and any general terms and conditions set out on a With Intelligence website, the terms of this Agreement shall prevail.
16.12. All amounts due under this Agreement shall be made in cleared funds, without any deduction or set-off and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If the Client is required to many such deduction, it will pay to With Intelligence such additional amounts as are necessary to ensure receipt by With Intelligence of the full amount which With Intelligence would have received but for the deduction.
17.1 Each party shall comply with all applicable law, including but not limited to the Anti-Bribery Act 2010 and Modern Slavery Act 2015.
17.2 Restrictive Measures. As of the date(s) of the Agreement and any applicable Order Form, each party represents, warrants, and agrees that it (a) is not directly or indirectly, individually or in the aggregate 50% or more owned or controlled by any individual or entity that is the subject of Restrictive Measures; and (b) is not located in or organized under the laws of a Comprehensive Restricted Location, an agency or instrumentality of an entity that exercises any governmental authority in a Comprehensive Restricted Location, owned or controlled by any person that is located or resident in or organized under the laws of a Comprehensive Restricted Location. Client further represents, warrants, and agrees that it: (i) is not the subject of Restrictive Measures that would prohibit Client from receiving any Services under this Agreement; (ii) will not export, reexport, share, disclose or retransfer any goods, software, technology or Services received under this Agreement in violation of any Restrictive Measures; and (iii) will neither distribute nor redistribute, (nor permit or facilitate a third party, through action or inaction, to distribute or redistribute) the Services to, nor use the Services in furtherance of its business with, any person or transaction subject to Restrictive Measures or located, organized, or resident in, a Comprehensive Restricted Location without the prior written consent of With Intelligence. As long as the Agreement and any Order Form is in effect, Client will promptly notify With Intelligence if any circumstances arise that materially change the representations and warranties set forth above.
17.3 With Intelligence is entitled to suspend with immediate effect the right to use and access the Services or any part thereof if in With Intelligence’s reasonable opinion it is necessary to do so in order to comply with any With Intelligence corporate policy, applicable law, regulation or decision of any applicable regulatory body.
18.1 If the Client has purchased FolioMetrics CRM, the following clause shall apply:
The parties agree and acknowledge that the parties have entered into FolioMetrics Service Agreement and a separate agreement for the With Intelligence platform. Each of these agreements remain valid. Any Data (as defined in the With Intelligence Terms and Conditions – Subscriptions) shall remain the property of With Intelligence and shall not be considered “Client Content” (as defined in the FolioMetrics Service Agreement). Any contact details (company name, company address, email address and telephone number) which are imported via the import feature on FolioMetrics CRM shall be considered Client Content. Any performance data shall remain the property of With Intelligence.
19.1. Subject to clause 19.2, this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle such dispute or claim.
19.2. If the Client is incorporated in the United States of America, the provisions of the USA Specific Provisions Schedule (Subscriptions) shall apply.
20.1. This clause 18 only applies to Clients which have been provided a free, promotional trial of the Services and, if applicable, the Software (“Trial”) for the purpose of the Client evaluating whether to subsequently subscribe to the Service and licence the Software.
20.2 The parties acknowledge that it is not intended that an Order Form be executed for a Trial. Instead, any matters required to be set out in the Order Form pursuant to these Terms and Conditions (including, without limitation, the duration of the Trial Period, the description of the Services and Software (if any), and the number of User Subscriptions ) may instead be set out in writing (including by exchange of email) agreed between the parties’ respective authorised representatives, and references to “Order Form” in these Terms and Conditions shall be construed accordingly.
20.3 The duration of the Trial shall be three months or such other term not to exceed 12 months as may be agreed in writing between the parties’ respective authorised representatives for Services and for Software the duration of the Trial shall be 60 days or such other term not to exceed 60 days as may be agreed in writing between the parties’ respective authorised representatives (“Trial Period”). As it applies to a Trial, the term “Term” defined in these Terms and Conditions shall mean the Trial Period (subject to earlier termination in accordance with this Agreement).
20.4. If a Client has not signed an Order Form, this Agreement will become effective when the Client first accesses the Services and/or Software.
20.5. With Intelligence may immediately terminate or suspend the Trial at any time at its sole discretion at any time.
20.6 The following clauses of these Terms and Conditions do not apply: 4.2, 5.2, 8.1, the first paragraph of 8.3, 13.5 and 14.1.
This Agreement has been entered into on the date stated on the Order Form.
