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Terms and Conditions

  1. Please read these Terms and Conditions before you place any order with GlobalData UK Ltd a company registered in England and Wales with company number: 05968121 and having its registered offices at John Carpenter House, John Carpenter Street, London EC4Y 0AN (“GlobalData”, “we”, “us” or “our”).

  2. The purchase or use of any service or product from GlobalData is subject to these Terms and Conditions. Any order or booking form You enter into for a Licensed Product (“Booking Form”) is subject to these Terms and Conditions. Where these Terms and Conditions have been translated and there is an inconsistency in the language, the meaning attributed under the English language shall prevail.

  3. These Terms and Conditions, the Booking Form, and any additional documents containing the information required under clause 13 of these terms and conditions (Data Protection) (“the Data Protection Documents”) comprise the agreement pursuant to which we provide the Licensed Product(s) (as defined in the Booking Form) to you (“Agreement”). “You” or “your” or “Customer” refers to the person or body corporate which has placed an order (or on whose behalf an order is placed) and includes your legal successors and permitted assigns.

  4. GlobalData’s issuance of a Booking Form and these Terms and Conditions is an offer to provide the Licensed Product(s) to You and your signature of the Booking Form or issuance of a purchase order shall constitute your acceptance of this Agreement.

THE CUSTOMER’S ATTENTION IS DRAWN TO THE DISCLAIMER AND LIMITATION OF LIABILITY CLAUSES AT CLAUSES 6 AND 8 RESPECTIVELY.

  1. GRANT OF LICENSE:

    GlobalData grants to Customer a non-exclusive, non- transferable, limited and revocable license to access and use the Licensed Product(s) solely as provided in the Booking Form subject to these Terms and Conditions. Customer will not acquire any ownership rights or intellectual property rights or any other right or interest in the Licensed Product(s) by virtue of this Agreement, all of which belong to GlobalData.

  2. AUTHORISED USERS:

    1. The Booking Form lists the number of persons entitled to use the Licensed Product (“Authorised Users”). An Authorised User must work at and be an employee of the entity named as the Customer on the Booking Form.

    2. Access to the Licensed Product(s) shall only be available to Authorised User(s) and may not be shared with other persons, either internally or externally, except as expressly provided in this Agreement. Customer shall comply with all laws, regulations and sanctions applicable to its access to and use of the Licensed Product(s).

    3. Customer agrees to assume sole responsibility for the security of any passwords and other login details issued by GlobalData to Authorised User(s) for accessing the Licensed Product(s). Such login details are subject to cancellation or suspension by GlobalData at any time GlobalData reasonably believes Customer has breached this Agreement.

  3. PERMITTED USAGE:

    You shall ensure the Licensed Product(s) are used in compliance with the terms of the Agreement and in compliance with all applicable laws and regulations. You shall not do anything that causes any part of the Licensed Product(s) to be interrupted, damaged or in any way impaired. Subject to clause 4 below, the license permits an Authorised User to use the Licensed Product(s) solely for internal use and distribution and only within the Region/Countries identified on the Booking Form as follows:

    1. View, retrieve and display the underlying information made available from the Licensed Product (“Content”).

    2. Distribute to employees and incorporate into the Customer’s internal business reports and other documentation used in the Customer’s normal course of business, Insubstantial Amounts of the Content in read-only format with the source clearly identified. For the purposes of this clause, an ‘Insubstantial Amount’ of Content means an amount that has no independent commercial value as a product and could not be used as a substitute for GlobalData’s products or services. Customer’s right to share Insubstantial Amounts of the Content externally is subject to the express written consent of GlobalData and at GlobalData’s sole discretion.

  4. PROHIBITED USAGE:

    Except as otherwise permitted in this Agreement, you shall not:

    1. Remove or alter the conditions of use, any copyright notices and other identification or disclaimers as they may appear on the website, or in any print format.

    2. Provide by electronic means to any person other than an Authorised User any Content.

    3. Distribute or display any Content on any electronic network or otherwise, including without limitation the internet and the world wide web or otherwise commercially exploit the Content.

    4. Alter or change any part of the Content or reverse engineer, decompile, modify, duplicate, create derivative works from, use electronic assessment tools on, frame, mirror, display, transmit or distribute the Content or any software in connection with the Content or Licensed Product(s).

    5. You shall not use the Licensed Product(s) and/or Content to create content or engage in activities that directly compete with any GlobalData Group Company’s products, services or business interests. For the purposes of this clause 4(e), a “GlobalData Group Company” shall mean in relation to GlobalData, any entity that directly or indirectly controls, is controlled by, or is under common control with GlobalData from time to time.

    6. directly or indirectly extract, use, exploit, distribute, disseminate, copy, disclose or share with, or make available to third parties, modify or create derivative works from the Content for the purpose of developing, training or using any AI systems or related technology.

  5. FEES AND PAYMENT TERMS:

    1. We will invoice you, plus VAT and/or any sales tax if applicable, for fees payable by you to us under this Agreement (“Fees”) as set out in the Booking Form. Fees will be invoiced in advance for the period to which they apply. Unless indicated otherwise on the Booking Form you will pay all invoices immediately upon receipt of that invoice.

    2. If any unauthorised use is made of the Licensed Product(s) and/or Content and such use is attributable to the act or default of the Customer or a third party that has acquired access to the Licensed Product(s) and/or Content from the Customer then, without prejudice to GlobalData’s other rights and remedies, the Customer shall immediately be liable to pay GlobalData an amount equal to the fee that GlobalData would have charged, together with interest at the rate provided for in clause 5.3, had GlobalData or the Customer (as the case may be) authorised the unauthorised use at the beginning of the period of that unauthorised use, from the date of such use to the date of payment.

    3. Without prejudice to any other right or remedy available to GlobalData, if Customer fails to pay the Fees on the due date, GlobalData shall be entitled to charge interest on the overdue Fees from the due date until payment of the overdue Fees, whether before or after judgment. Such interest will accrue at a daily rate equivalent to 4% per year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is at or below 0%. In addition (and without prejudice to any other right GlobalData may have), GlobalData shall be entitled to suspend part or all of the services provided by GlobalData under this Agreement.

  6. DISCLAIMERS

    ALTHOUGH GLOBALDATA WILL ENDEAVOUR TO KEEP THE CONTENT UPDATED AND ACCURATE, THE CONTENT IS VOLUMINOUS AND OFTEN CHANGES. ACCORDINGLY, (I) GLOBALDATA CANNOT AND DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT OR THAT IT IS UP TO DATE; AND (II) CUSTOMER AGREES THAT GLOBALDATA WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY ADVERSE CONSEQUENCES ARISING AS A RESULT OF OR IN CONNECTION WITH ANY USE OR RELIANCE OF THE CONTENT. CUSTOMER FURTHER AGREES THAT GLOBALDATA WILL NOT BE DIRECTLY OR INDIRECTLY LIABLE

    TO CUSTOMER OR ANY THIRD PARTY TO WHOM CUSTOMER FURNISHES THE CONTENT FOR ANY TRADING, INVESTMENT, COMMERCIAL OR OTHER DECISIONS BASED ON OR MADE IN RELIANCE ON THE CONTENT.

  7. INDEMNIFICATION:

    1. Customer shall indemnify GlobalData and hold it harmless against all claims, causes of actions, judgements, damages, fines or expenses (including reasonable attorneys’ fees) arising from a third-party claim relating to Customer’s use of the Licensed Product(s) other than in strict compliance with the terms of this Agreement.

    2. The indemnification obligations herein are contingent on a party giving notice to the indemnifying party promptly upon becoming aware of any claim for which it seeks indemnification (an “Indemnity Claim”). An indemnified party shall provide the indemnifying party with reasonable non- monetary assistance in the defence of an Indemnity Claim. The indemnifying party shall have the right to assume the defence of an Indemnity Claim with counsel of its choice, subject to the approval of such counsel by the indemnified party (which approval shall not be unreasonably withheld, conditioned or delayed). No indemnity obligation shall exist with respect to an Indemnity Claim that arises from a non-indemnifying party’s gross negligence, wilful misconduct or breach of this Agreement.

  8. LIMITATION OF LIABILITY:

    1. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE OTHER PARTY’S NEGLIGENCE OR (II) FRAUD OR INTENTIONAL BREACH.

    2. SUBJECT TO 8.1: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF DATA, PROFIT, GOODWILL, ANTICIPATED SAVINGS, REVENUE OR BUSINESS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES, OR WASTED EXPENDITURE WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, IN CONNECTION WITH, OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LICENSED PRODUCT(S) AND/OR CUSTOMER’S USE OF OR INABILITY TO USE THE LICENSED PRODUCT(S); AND (B) GLOBALDATA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID FOR THE LICENSED PRODUCT(S) DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

  9. DURATION:

    This Agreement commences on the date indicated as the Subscription Start Date on the Booking Form and unless terminated earlier pursuant to clause 11 (Termination), shall continue for an initial term which expires on the date indicated on the Booking Form as the Subscription End Date (the “Initial Term”). In the case of a multi-year deal the Subscription End Date is the last date of the final year of the deal.

  10. AUDIT

    1. GlobalData reserves the right to monitor and audit Cus- tomer’s use of the Licensed Product(s) and Content to ensure compliance with these terms and conditions. If GlobalData suspects, the Customer is in violation this Agreement, Global- Data and/or its nominated third party (including designated auditor) has the right to:

      1. gain physical and remote access to, and take copies of, any records or other information held at the Customer’s premises or on the Customer’s systems and to deploy reasonable online audit tools for these purposes; and

      2. meet the Customer’s personnel, whom the Customer will procure, to provide all explanations reasonably necessary to perform the audit effectively; and

      3. inspect all records and Customer systems relating to the use of the Licensed Product(s) and Content, for the purpose of auditing the Customer's compliance with its obligations under this Agreement. Such audit rights shall continue for three years after termination of this Agreement. The Customer shall give all necessary assistance in connections with the conduct of any audit.

    2. The audit rights provided in clause 10 shall only be exercised on reasonable written notice to the Customer during the Customer’s normal business hours.

  11. TERMINATION:

    1. Where the Customer has breached the terms of this Agreement, GlobalData may provide notice to the Customer to rectify such breach within 30 days. Where the Customer has not rectified the breach within 30 days of receipt of notice by GlobalData, GlobalData may suspend the licenses granted herein, or in its sole discretion, terminate this Agreement. Notwithstanding the foregoing, where the Customer is in breach of clauses 1 to 4, or clause 10 of this Agreement, such breach shall be deemed to be a material breach and shall entitle GlobalData (in addition to and without prejudice to any other rights and remedies available to it (in law or otherwise)) to terminate this Agreement immediately without notice to the Customer. You acknowledge that a breach of the terms of this Agreement may cause us irreparable harm in respect of which it may be difficult for us to ascertain financial loss. Accordingly, in addition to any other rights that we have, you acknowledge that we shall be entitled to seek injunctive relief in respect of such breach and you agree to refrain from preventing GlobalData from obtaining such relief. Immediately following termination or the non-renewal of this Agreement, you shall cease using any login details provided in relation to accessing the Licensed Product(s) and delete from all computer hardware and storage media and otherwise destroy copies of all the Licensed Product(s) that we have made available to you, except retaining any data where and to the extent required to do so for legal or regulatory reasons only.

    2. You shall certify in writing to us that you have done these

      acts within 7 days of termination or non-renewal of this Agreement. You shall also pay to us any Fees that are outstanding immediately on termination.

    3. Without prejudice to any other rights of termination expressed in these Terms and Conditions, either party may terminate this Agreement with written notice to the other on the commencement of a voluntary case or proceeding seeking liquidation, reorganization or other relief with respect to the other party of its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction, that authorises the reorganisation or liquidation of the other party or its debt or the appointment of a trustee, receiver, liquidator, administrator, custodian or other similar official.

    4. Either party may terminate this Agreement with written notice to the other party if the other party fails to perform any material obligation hereunder and (in the case of a remediable breach) fails to remedy the breach within 30 days after receiving written notice of the breach.

  12. ASSIGNMENT:

    You may not assign any of your rights under the Agreement without our prior written consent. We may assign, transfer or novate any of our rights and/or the Agreement to any subsidiary or affiliated company or third party or as part of a purchase, merger, reorganisation or sale of our business.

  13. DATA PROTECTION:

    1. GlobalData shall process any personal data supplied by the Customer in accordance with the GlobalData Customer Privacy Notice, which is available at www.globaldata.com. Customer agrees that it shall comply with its own obligations under relevant data protection legislation.

    2. In some cases, the Licensed Product(s) may contain personal data. Where there are no adequacy regulations concerning the country in which the Customer is based for a

      restricted transfer, and GlobalData’s provision of services to the Customer requires a transfer of personal data out of the EEA, such personal data shall be transferred in accordance with the EU Standard Contractual Clauses by Commission Implementing Decision (EU) 2021/914 (available at https://ec.europa.eu/info/law/law-topic/data- protection/international-dimension-data- protection/standard- contractual-clauses-scc/standard- contractual-clauses- international-transfers_en ) (“SCCs”) which are hereby incorporated into this Agreement and agreed between GlobalData and Customer. Customer and GlobalData elect to incorporate by reference in this Agreement module 1 of the SCCs. The annexures of the SCCs shall be completed as follows:-

      • Under Annex I.A, GlobalData is a controller and the “data exporter” and the Customer is a controller, and the “data importer”;

      • The remaining details required in Annex I.A are as set out in the Agreement

      • Under Annex I.B, the details of the transfer are as described in the Agreement;

      • Under Annex I.C, the competent supervisory authority is the authority in the member state in which personal data is being exported; and

      • Subject to an export of personal data pursuant to clause 13.4 below, under Annex II, the technical and organizational measures implemented by the data importer shall be appropriate to the risks presented by its processing, the Customer having considered this in relation to the state of the art and costs of the implementation, nature, scope, context and purpose of processing.

      • Under clause 13, the competent supervisory authority is the member state in which personal data is being exported;

      • Under clause 17, the governing law is the law of the member state in which personal data is being exported;

      • Under clause 18, any dispute arising from the SCCs shall be resolved by the courts of the member state in which personal data is being exported;

    3. Where personal data originates from, and is being exported outside of the United Kingdom and GlobalData is therefore subject to the UK GDPR (as defined by clause 3(10) (as supplemented by clause 205(4) of the Data Protection Act 2018), the SCCs are supplemented with the UK addendum to the Standard Contractual Clauses

      adopted by the UK Information Commissioner’s Office pursuant to clause 119A(1) of the UK Data Protection Act 2018, as published on the Commissioner’s website at https://ico.org.uk/.

    4. Where the Customer is based in the United States and there is a transfer of personal data of EEA and/or UK citizens, such personal data shall flow to the Customer notwithstanding the foregoing references to the EU SCCs and UK addendum to the SCCs provided at all times the Customer has signed up to, and has self-certified its compliance with the EU-US Data Privacy Framework, pursuant to the EU Commission’s adoption of the EU-US Data Privacy Framework on 10th July 2023 (Commission Implementing Decision of 10th July 2023 C(2023) 4745) and the UK’s UK-US data bridge as extension to the EU-US Data Privacy Framework pursuant to the Data Protection (Adequacy) (United States of America) Regulations 2023 (as amended from time to time).

  14. FORCE MAJEURE:

    We shall not be liable for any delay or failure to perform any obligation under this Agreement insofar as the performance of such obligation is prevented by an event beyond our reasonable control, including but not limited to, earthquake,

    fire, flood or any other natural disaster, spread of any infectious disease, including (without limitation) any declared pandemic or epidemic, labor dispute, riot, revolution, terrorism, acts of restraint of government or regulatory

    authorities, any lock down or similar restrictions, failure of computer equipment and failure or delay of sources from which data is obtained.

  15. FURTHER PROVISIONS:

    1. The Agreement constitutes the entire understanding between the parties relating to the Licensed Product(s) and supersedes all previous agreements and understandings whether oral or written relating to or in connection with the Licensed Product(s). Any terms introduced by the Customer or presented and/or referenced in any purchase orders or otherwise are rejected and do not form part of the Agreement. The Customer hereby acknowledges and accepts that GlobalData provides the services under this Agreement strictly in accordance with these terms and conditions.

    2. To the extent that there is any inconsistency between these terms and conditions, Booking Form, and the Data Protection Documents, the order of precedence in dealing with any inconsistency shall be (1) the Data Protection Documents (only insofar as the inconsistency relates to data protection); (2) the Booking Form; and (3) these Terms and Conditions.

    3. The Agreement may be varied at any time, if the variation is agreed in writing by both parties. Notwithstanding the foregoing, GlobalData retains the right to modify this Agreement from time to time on giving the Customer at least 30 days prior written notice provided that any modification is required for legal, regulatory or security reasons or is deemed by GlobalData to be desirable or necessary as a result of changes in law or technology.

    4. Failure at any time to enforce any of these terms and conditions or to require performance by the other party of any such term or condition shall not be construed as a waiver of such provision or affect the right of either party to enforce the same.

    5. If any provision is held to be invalid or unenforceable by any tribunal of competent jurisdiction, the remaining provisions shall not be affected and shall be carried out as closely as possible according to the original intent.

    6. The Agreement does not confer any rights to or on any third party. This Agreement shall be governed by English law and each party agrees that the courts of England and Wales shall have non-exclusive jurisdiction to deal with any disputes (including non-contractual disputes) arising out of or in connection with this Agreement.

  16. SOLICITATION

    You agree that during the term of the Agreement and for a period of twelve (12) months immediately following the end of this Agreement (howsoever caused), you shall not either directly or indirectly attempt to solicit or entice away, solicit or entice away induce, recruit or encourage any of GlobalData’s employees, workers or contractors who were involved in the sale, marketing, support or production of the Licensed Product(s) used, to leave their employment or engagement, or attempt to solicit, induce, recruit, encourage or take away employees, workers or contractors of GlobalData. Nothing in this clause 16 (Solicitation) shall

    prevent You from recruiting such employees, workers or contractors who have responded to a national advertising campaign open to general applications and not specifically targeted at such employees, workers or contractors.

  17. NOTICES

    Any notice given to a party under or in connection with this Agreement shall be in writing addressed to that party at the address recorded in the last Booking Form or as otherwise notified in writing from time to time and shall be delivered by registered mail, commercial courier or email. A notice shall be deemed to have been received if sent by registered mail on the second working day after the date of posting; if delivered by commercial courier on the date of delivery confirmed by the courier; or if sent by email such notice shall be deemed to be given immediately if sent before 4pm or if sent after 4pm on the next working day. The times referenced in this clause 17 shall be based on the time zones in which GlobalData is based. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

  18. COMPLIMENTARY PRODUCTS

    Where the Booking Form includes access to complimentary products (which shall be clearly indicated on the Booking Form), Customer acknowledges and accepts that such products are provided on a complimentary basis and free of charge. Unless agreed otherwise in writing by GlobalData, such products shall be provided for the Initial Term only and access to such products shall automatically terminate at the end of the Initial Term (“Complimentary Period”).

    Notwithstanding the foregoing, GlobalData reserves the right to withdraw access to, and remove, such products from the Agreement in its sole discretion at any time during the Complimentary Period and on written notice to the Customer.