Our Terms, Policies and your Privacy

On these pages you will find set out our terms and policies that govern your use of this website and the services offered through it.

ONLINE DATA SUBSCRIBER AGREEMENT

This page (together with the documents referred to in it) sets out the Conditions on which the Subscriber may use the Services via the System. The Subscriber must read these Conditions carefully and make sure that they understand them before using or accessing any or all of the Services (including purchasing any Subscription Services). The Subscriber should understand that by using any of the Services they agree to be bound by these Conditions.

The Subscriber should print a copy of these Conditions for future reference.

The Subscriber should click on the button marked “I Accept” at the end of these Conditions if they accept them. The Subscriber should understand that if they refuse to accept these Conditions they will not be able to use or access any of the Services via the System.

1.

Definitions and Interpretation

1.1

In these Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Assurance Scheme(s)”	means the assurance scheme(s) referred to in the System;
“Business Day”	means, any day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business;
“Business Hours”	means any hours during which banks in London are open for business;
“CASI Data”	means the data relating to the Assurance Schemes made available under the Services via the System in accordance with these Conditions;
“Commencement Date”	means the date the Subscriber accepts these Conditions by clicking on the button marked “I Accept” at the end of these Conditions;
“Conditions”	means the terms and conditions set out in this document as amended from time to time in accordance with clause 24 which shall apply to the Pre-Subscription Services and the Subscription Services (including but not limited to each and every Contract);
“Confidential Information”	means the information contained in the Database, information concerning the Database, the System, the Services, other business information relevant thereto, information relating to the services, customers, business, revenue and systems of the Database Owner and any other information relating to the Database Owner or its business;
“Contract”	means each and every contract between the Subscriber and the Database Owner for the supply of Subscription Services to the Subscriber in accordance with these Conditions, which shall be formed in accordance with clause 4;
“Database”	means the database owned and operated by the Database Owner and which provides the CASI Data to the Subscriber in accordance with these Conditions;
“Database Owner”	means T.L.R Limited, a company registered in England and Wales under company number 02623795, whose registered office is at 10 Ridgmont Road, St. Albans, Herts, AL1 3AF;
“Data Protection Laws”	means all applicable laws from time to time in force in the United Kingdom relating to the protection of personal data, including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679), and any laws substituting, re-enacting or replacing any of the foregoing, as amended or updated from time to time and in force in the United Kingdom;
“Data Providers”	has the meaning given at clause 5.2;
“Force Majeure Event”	has the meaning given at clause 20;
“Inappropriate Content”	has the meaning given at clause 3.3;
“Intellectual Property Rights”	means all vested contingent and future intellectual property rights including but not limited to copyright, trade marks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up, database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created;
“Log-in Codes”	has the meaning given at clause 6.1;
“Order”	means each and every order for Subscription Services made by the Subscriber via the System;
“Order Confirmation”	means in respect of each Order, each electronic confirmation document sent via the System by the Database Owner to the Subscriber accepting that Order;
“Order Form”	means the order form on the page titled “Your Subscriptions Basket” on the Website which is used by the Subscriber to submit an Order;
“Pre-Subscription Services”	means the services provided by the Database Owner which the Subscriber can access or use without purchasing a subscription for the Subscription Services (such pre-subscription services to include but not be limited to: inputting, uploading or viewing certain classes of Subscriber Data, viewing certain classes of CASI Data directly associated with the Subscriber's business);
“Services”	means the Pre-Subscription Services and/or the Subscription Services (as the case may be);
“Software”	means the software owned by the Database Owner (or its licensors) used to provide access to the Database;
“Subscriber”	means the person, firm, company or other entity who uses the Services in accordance with these Conditions;
“Subscriber Data”	means any data which the Subscriber inputs, uploads or otherwise introduces to the System (including but not limited to the name, address, and principal business activities of the Subscriber, and contact details of any employees of the Subscriber);
“Subscriber's Equipment”	means, all or any part of the computer equipment, devices (including hand held devices) and software which the Subscriber shall use to access the CASI Data but not including the System;
“Subscription Fees”	means the fees (inclusive of VAT) payable by the Subscriber in order to receive the Subscription Services as set out in each Order, which are payable in accordance with clause 7;
“Subscription Offers”	means the menu of Subscription Services provided by the Database Owner and available to purchase by the Subscriber, as set out on the “Service Subscriptions” page for the Subscriber on the Website;
“Subscription Services”	means the specific services chosen from the Subscription Offers and purchased by the Subscriber pursuant to an Order Confirmation;
“System”	means the Database Owner's computer system, the Software and the Website;
“Term”	has the meaning given at clause 15.1;
“Territory”	means the UK;
“Website”	means the website at https://xure.co/ or any other website owned by the Database Owner through which the Database is accessed by Subscribers from time to time;

1.2

Unless the context otherwise requires, each reference in these Conditions to:

1.2.1

“writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2

a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3

a clause or paragraph is a reference to a clause of these Conditions; and

1.2.4

a "party" or the "parties" refer to the parties to these Conditions;

1.3: The headings used in these Conditions are for convenience only and shall have no effect upon the interpretation of these Conditions.
1.4: Words imparting the singular number shall include the plural and vice versa.
1.5: References to any gender shall include the other gender.
2.: Information about the Database Owner
2.1: The Database Owner operates the Database and the System, and its company details are set out in the definitions section above.
2.2: The Database Owner's main trading address is 40 Maritime street, Edinburgh, EH6 6SA and its VAT number is GB600511996.
2.3: These Conditions shall govern the access and use of the System, the Database and any and all CASI Data by the Subscriber.
3.: Subscriber Data and Subscriber status
3.1: By using the Services the Subscriber warrants and undertakes that:

3.1.1

it is legally capable of entering into binding contracts;

3.1.2

if a person, it is at least 18 years old;

3.1.3

it is using the Services for the purpose of its business activities, and not for personal use; and

3.1.4

it will only use the Services in accordance with these Conditions.

3.2: The Subscriber shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Subscriber Data. The Subscriber acknowledges that the Database Owner does not purport to monitor the content of the Subscriber Data.
3.3: The Subscriber warrants and undertakes that the Subscriber Data shall not:

3.3.1

infringe any Intellectual Property Rights of any person;

3.3.2

breach any law, statute or regulation (including but not limited to the Data Protection Laws);

3.3.3

include any material which is defamatory, libellous, discriminatory, abusive, threatening, offensive, obscene, or which is otherwise likely to cause offence, embarrassment or annoyance to any person; or

3.3.4

contain viruses or other computer programs intended to damage, interfere with or unlawfully process data,

“Inappropriate Content”.
3.4: If the Database Owner becomes aware of any allegation that any Subscriber Data may include Inappropriate Content or otherwise fail to comply with these Conditions, the Database Owner shall be entitled to delete or otherwise remove such data from the Database and/or System without consulting the Subscriber.
3.5: The Subscriber hereby grants a perpetual, irrevocable, royalty-free, non-transferable, non-exclusive licence for the Database Owner (and each of its sub-contractors) to use, copy and otherwise handle the Subscriber Data to the extent necessary to provide the Services or to exercise or perform the Database Owner's rights, remedies and obligations under these Conditions.
3.6: The Subscriber shall be liable for, and shall indemnify the Database Owner against any and all costs, liability, damages, loss, expenses, claims or proceedings in respect of any injury or damage whatsoever incurred either directly or indirectly in respect of any Subscriber Data which constitutes Inappropriate Content.
3.7: This clause 3 shall at all times be subject to the provisions of clause 16.
4.: How a Contract is formed between the Database Owner and the Subscriber
4.1: Each Order constitutes an offer in accordance with these Conditions by the Subscriber to purchase the Subscription Services set out in the relevant Order Form.
4.2: Each Order is subject to acceptance by the Database Owner, and a Contract shall only come into effect in respect of that Order on the date when the Database Owner confirms such acceptance by sending the Subscriber an Order Confirmation.
4.3: Each Order Confirmation shall be deemed received by the Subscriber 24 hours after the Database Owner sends an email to the Subscriber containing that Order Confirmation, unless the Database Owner receives a bounce-back to that email within that 24-hour period.
4.4: Each Contract shall form part of and be interpreted in accordance with these Conditions.
5.: The CASI Data
5.1: The Subscriber shall have access to:

5.1.1

before it purchases any Subscription Services, the CASI Data available under the Pre-Subscription Services; and/or

5.1.2

when it purchases any Subscription Services, the CASI Data set out in the relevant Order Confirmation.

5.2: The CASI Data and any other material made available by the Database Owner to the Subscriber forms part of the Database which is updated and amended by the Database Owner using information provided to it by multiple third party data suppliers (“the Data Providers”). The Database Owner shall make the Database available to the Subscriber through the System, subject to these Conditions.
5.3: The Database Owner may from time to time make amendments to the Database, the Software, the System or to any other associated material or facilities under its control provided such amendments do not materially reduce the quality of the CASI Data.
5.4: The Database Owner shall use reasonable endeavours to ensure that the Subscriber is able to access the CASI Data under the Subscription Services during Business Hours and on Business Days applicable in the Territory.
6.: Accessing the System
6.1: The Subscriber will receive a user identification code, password and any other piece of information necessary for the security of and access to the Database and/or the System (“Log-in Codes”).
6.2: All Log-In Codes are personal to the Subscriber and the Subscriber must treat any and all Log-in Codes as confidential, and must not disclose any Log-In Codes to any third party. The Database Owner has the right to disable any and all Log-in Codes, at any time, if in the Database Owner's opinion the Subscriber has failed to comply with any of these Conditions.
6.3: When using the System and/or the Database, the Subscriber must comply with the provisions of the Website terms of use published at https://xure.co/global/terms.eb and Website acceptable use policy published at https://xure.co/global/terms/acceptableuse.eb.
7.: Subscription Fees and payment for Subscription Services
7.1: The Subscriber shall pay the Subscription Fees set out in each Order Form to the Database Owner in accordance with these Conditions.
7.2: The Subscriber shall pay the Subscription Fees either:

7.2.1

online at the time of submitting any Order, by credit or debit card in accordance with clause 7.3; or

7.2.2

by cheque or BACS in accordance with clause 7.4.

7.3: If the Subscriber chooses to make payment as set out at clause 7.2.1 the Subscriber will be directed to an online payment facility available on the Website. If payment via the online payment facility is successful the Subscriber will be sent an Order Confirmation. If payment is not successful the Subscriber will be automatically notified via the System.
7.4: If the Subscriber chooses to make payment as set out at clause 7.2.2, the Subscriber shall pay the Subscription Fees in full and cleared funds within 30 Business Days of the date of the invoice sent by the Database Owner to the Subscriber for the relevant Subscription Fees. Time for payment is of the essence.
7.5: If the Subscriber chooses to make payment as set out at clause 7.2.2 and fails to make payment as set out at clause 7.4 in relation to any Contract, the Database Owner shall have the right to:

7.5.1

charge the Subscriber interest on any amount unpaid, at the rate of 2% per annum above the Bank of England base rate until payment in full is made;

7.5.2

suspend the Subscriber's access to the Database until the Database Owner receives in cleared funds all amounts due from the Subscriber. Subject to clause 14.1, the Database Owner shall not be liable for any delays or claims arising out of the Subscriber's inability to access the Database or the CASI Data due to such suspension; and/or

7.5.3

terminate these Conditions in accordance with clause 15.

8.: Preconditions and approval; On submitting each Order the Subscriber shall disclose details of its principal business activities to the Database Owner. The Database Owner reserves the right to reject any Order if, in the reasonable opinion of the Database Owner, there could be an adverse effect on the business of the Database Owner, any Subscriber or any third party involved in the CASI Data (including but not limited to, an adverse financial effect on the Database Owner, any Subscriber or any third party involved in the CASI Data, or a detrimental effect on the reputation or goodwill of the Database Owner, any Subscriber or any third party involved in the CASI Data).
9.: Use and storage of the CASI Data
9.1: The Subscriber shall:

9.1.1

not use the CASI Data to compile a database;

9.1.2

not resell, commercially reproduce or redistribute the CASI Data through any media, commercial network, cable or satellite system;

9.1.3

not use the CASI Data in any fashion which may infringe or otherwise prejudice the proprietary rights of the Database Owner or the Data Providers;

9.1.4

only use the CASI Data for the purposes of its principal business activities as disclosed under clause 8;

9.1.5

subject to clause 9.3, not allow any third party to access the CASI Data;

9.1.6

not reproduce or redistribute the CASI Data in machine-readable form;

9.1.7

only allow those of its employees who require access for the purposes permitted by these Conditions to access and use the CASI Data and/or Database;

9.1.8

not make any additions, corrections, amendments or other alterations of any kind whatsoever to the Database, the System or the CASI Data;

9.1.9

not reproduce, adapt, translate, arrange, redistribute or otherwise make available any part of the Database or its contents to any third party, either directly or indirectly;

9.1.10

not extract, or re-utilise the contents of the Database for any commercial purposes;

9.2: Subject to clause 9.1, the Subscriber shall be entitled to create and maintain records of such CASI Data as are necessary for the Subscriber to carry out any checks which are reasonably required to ascertain the Subscriber's or a third party's compliance, provided that at all times the Subscriber shall:

9.2.1

where such records are stored electronically, only store those records on the Subscriber Equipment;

9.2.2

maintain appropriate electronic and physical security measures to protect such records (whether in hardcopy or electronic form) against unauthorised access or disclosure; and

9.2.3

immediately notify the Database Owner if the Subscriber becomes aware of any loss of, unauthorised access to, or disclosure of, such records.

9.3: Notwithstanding clause 9.1.5, the Subscriber shall be entitled to show the relevant CASI Data (on the Subscriber Equipment or in hard copy format) to any inspector monitoring the Subscriber's compliance.
9.4: If the Subscriber breaches any of the provisions contained in this clause 9, both civil and criminal penalties may be incurred by the Subscriber. The Database Owner shall be entitled to immediate injunctive relief in order to restrain any breach by the Subscriber (whether actual or suspected) of any of the obligations of this clause 9.
10.: Software licence
10.1: Subject to clause 9.2, the Database Owner hereby grants the Subscriber a non-exclusive, non-transferrable licence to access and use the Software and the Database only for the purposes of accessing and using the CASI Data during the Term subject to these Conditions.
10.2: The licence granted by clause 10.1 shall be subject to the following terms and conditions:

10.2.1

the CASI Data and/or the Database may only be accessed by the Subscriber on the devices and/or workstations expressly authorised by the Database Owner as set out on each Order Confirmation;

10.2.2

the Subscriber may not store the CASI Data on a server or any other form of networked storage device which is accessible by multiple users; and

10.2.3

the Subscriber shall not make the CASI Data available for shared access.

11.: Subscriber's Equipment
11.1: The Database Owner reserves the right to require the Subscriber to disconnect any or all of the Subscriber's Equipment at any time in the event that, in the sole opinion of the Database Owner, the Subscriber's Equipment has or is likely to cause failures, interruptions, errors, defects or any other form of disruption to the System or to the Database.
11.2: In the event that the Subscriber is required to disconnect the Subscriber's Equipment under sub-clause 11.1, the Database Owner shall provide reasons in writing as soon as possible thereafter and shall provide details of any actions required on the part of the Subscriber to enable the Subscriber to reconnect and resume access to the CASI Data.
11.3: The Database Owner shall have the right to alter the Subscription Fees if changes made under sub-clause 11.2 result in increased costs to the Database Owner.
11.4: Failure by the Subscriber to comply with the terms of this clause 11 shall give the Database Owner the right to terminate the Subscriber's access to the System and the Database immediately and to terminate any Subscription Services and/or these Conditions in accordance with clause 15.
11.5: The Subscriber shall use its best endeavours to ensure that the Subscriber's Equipment is not put to any additional use or application which may give rise to failures, interruptions, errors, defects or any other form of disruption to the System or to the Database.
11.6: Under no circumstances may the Subscriber use the Subscriber's Equipment (or any other equipment) to access parts of the System or the Database which it is not expressly authorised to.
11.7: Under no circumstances may the Subscriber use the Subscriber's Equipment, or allow it to be used, in contravention of any of these Conditions.
11.8: The Subscriber may not use the Subscriber's Equipment in any manner which may result in the System, the Database or the CASI Data being accessed, used, stored or redistributed through any other database, network or other distribution medium.
11.9: The Database Owner shall have the right at any time during the Term to inspect the Subscriber's Equipment upon giving 14 days written notice to the Subscriber.
12.: Intellectual Property
12.1: All Intellectual Property Rights subsisting in the System, the Database, the CASI Data and any other related materials are the property of the Database Owner or it licensors.
12.2: The Subscriber shall not use the System, the Database or the CASI Data in any manner which is inconsistent with the provisions of the Copyright Designs and Patents Act 1988, the Trade Marks Act 1994 or any other legislation applicable within the Territory.
12.3: The Database Owner has invested and shall continue to invest substantial time and resources in the selection and arrangement of the Database and in the obtaining, verification and presentation of its contents. The Database is an original intellectual creation of the Database Owner.
12.4: The Subscriber shall ensure that the notice: “© TLR Limited All Rights Reserved” is included in any and all information produced from the Database or by the use of the CASI Data whether such information is in electronic or hard copy form.
13.: Confidentiality
13.1: The Subscriber undertakes that, except as provided by clauses 13.2 and 13.3, it shall, at all times:

13.1.1

keep confidential all Confidential Information;

13.1.2

not disclose any Confidential Information to any other person;

13.1.3

not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of these Conditions;

13.1.4

not make any copies of, record in any way or part with possession of any Confidential Information; and

13.1.5

ensure that none of its directors, officers, employees, agents or advisers do any act which, if done by the Subscriber, would be a breach of the provisions of sub-clauses 13.1.1 to 13.1.4 above.

13.2

The Subscriber may disclose any Confidential Information to:

any sub-contractor or supplier of the Subscriber;
any governmental or other authority or regulatory body; or
any employee or officer of the Subscriber or of any of the aforementioned persons;

to such extent only as is necessary for the purposes contemplated by these Conditions, or as required by law, and in each case subject to the Subscriber first informing the person in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in clause b) above or any authorised employee or officer of any such body) obtaining and submitting to the Database Owner a written undertaking from the person in question, as nearly as practicable in the terms of this clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

13.3

The obligations of confidentiality contained in this clause 13 shall not apply to any information that:

13.3.1

is at the Commencement Date, or at any time after that date becomes, public knowledge (other than as a result of disclosure by the Subscriber in breach of this clause 13);

13.3.2

was available to the Subscriber on a non-confidential basis prior to disclosure by the Database Owner; or

13.3.3

was, is or becomes available to the Subscriber on a non-confidential basis from a person who, to the Subscriber's knowledge, is not bound by a confidentiality agreement with the Database Owner or otherwise prohibited from disclosing the information to the Subscriber.

13.4: The obligations of confidentiality contained in this clause 13 shall continue in force in accordance with their terms for so long as the Confidential Information remains confidential, notwithstanding termination of these Conditions for any reason.
14.: Liability and Indemnity; THE SUBSCRIBER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
14.1: Nothing in these Conditions shall limit or exclude the Database Owner's liability for:

14.1.1

death or personal injury caused by its negligence, or the negligence of its employees;

14.1.2

fraud or fraudulent misrepresentation; or

14.1.3

any matter in respect of which it would be unlawful for the Database Owner to exclude or restrict liability.

14.2: The Database Owner shall use its reasonable endeavours to ensure that the System, the Database and the CASI Data are free from errors and inaccuracies and that the CASI Data is up-to-date.
14.3: If any errors or inaccuracies are brought to the Database Owner's attention, it shall use its reasonable endeavours to remedy the same in as short-a-time as is commercially viable. The Subscriber acknowledges that the CASI Data and the Database are created, updated and amended using information provided to the Database Owner by the Data Providers and the Database Owner is not in a position to verify the accuracy of the CASI Data or the Database.
14.4: Subject to clause 14.1, the Database Owner shall under no circumstances whatsoever be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect, consequential loss, loss of profit or damage sustained by the Subscriber or any third parties arising under on in connection with these Conditions (including as a result of the Subscriber or any third party using the System, the Database or the CASI Data).
14.5: Subject to clause 14.1, provided the Database Owner has complied with its obligations under clause 5.4, 14.2 and 14.3, the Database Owner shall not be liable for losses arising out of:

14.5.1

defects, failures, interruptions or unavailability in the System or the Database at any time or for any period; or

14.5.2

errors or inaccuracies in the CASI Data or the Database.

14.6: Subject to clause 14.1, the Database Owner shall under no circumstances whatsoever be liable for any defects, failures, interruptions or unavailability of the Subscriber's Equipment at any time or for any period.
14.7: Subject to clause 14.1, the total liability of the Database Owner during any 12 month period in respect of all losses arising under or in connection with these Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total of the Subscription Fees paid and/or payable by the Subscriber during the 12 month period immediately preceding the date on which the liability arose.
14.8: This clause 14 sets out the Database Owner's entire liability under any Contract, and except as set out in this clause 14, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Conditions.
14.9: The Subscriber shall be liable for, and shall indemnify the Database Owner against any and all costs, liability, damages, loss, expenses, claims or proceedings in respect of any injury or damage whatsoever incurred either directly or indirectly as a result of:

14.9.1

breach by the Subscriber of any of the provisions of these Conditions;

14.9.2

use by the Subscriber (or any person firm or company on behalf of the Subscriber or with the Subscriber's consent) of the System, the Database or the CASI Data, other than in accordance with these Conditions; and/or

14.9.3

breach by the Subscriber of any legislation or codes of practice which may govern use by the Subscriber (or any person firm or company on behalf of the Subscriber or with the Subscriber's consent) of the System, the Database or the CASI Data (whether in accordance with these Conditions, or otherwise).

14.10: This clause 14 shall survive termination of these Conditions.
15.: Term and Termination
15.1: These Conditions shall come into effect on the Commencement Date and, subject to early termination in accordance with this clause 15, shall continue in force for a period of 12 months (the “Term”).
15.2: The Database Owner shall provide any Subscription Services from the date set out in the relevant Order Confirmation.
15.3: The Database Owner has the right to terminate these Conditions immediately if the Subscriber:

15.3.1

has committed a material breach of these Conditions, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the Subscriber has failed to remedy the breach within 30 days after a written notice to do so;

15.3.2

has failed to make any payment due under these Conditions or any Contract by the due date; or

15.3.3

goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.

15.4: In the event of termination, expiry or discharge of these Conditions for any reason, the Subscriber shall securely and permanently destroy all CASI Data in any format in its control and/or possession, including but not limited to any CASI Data transferred to and/or stored on the Subscriber's Equipment and any records created and/or maintained in accordance with clause 9.2, provided that the Subscriber shall be entitled to retain one copy of any CASI Data that is required to be kept for legal and compliance purposes. The Subscriber shall take such action no later than 7 days following the date of expiry, discharge or termination.
15.5: Any and all rights and obligations of the parties which either expressly or by their nature continue beyond the termination, discharge, cancellation or expiration of these Conditions shall survive termination under this clause 15.
16.: Data Protection
16.1: This clause 16 sets out the framework for the processing of any personal data comprised in the CASI Data (“CASI Personal Data”) and any personal data comprised in the Subscriber Data (“Subscriber Personal Data”) by the parties under these Conditions. It is in addition to, and does not relieve, remove or replace any other obligation set out in these Conditions or the Data Protection Laws.
16.2: In this clause 16, the terms “appropriate technical and organisational measures”, “controller”, “data subject”, “personal data”, “personal data breach”, “processing” and “processor” shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including process, processed and processes shall be construed accordingly).
16.3: The parties acknowledge that they are each controllers in respect of the processing of CASI Personal Data and Subscriber Personal Data under these Conditions, and shall each comply with the Data Protection Laws in connection with such processing.
16.4: Each party shall implement appropriate technical and organisational measures to protect CASI Personal Data and Subscriber Personal Data against unauthorised or unlawful processing and accidental destruction, damage or loss, at all times taking into account the nature of the processing and having regard to the state of technological development and the cost of implementing any measures.
16.5: In respect of CASI Personal Data:

16.5.1

the Subscriber shall process CASI Personal Data only for the purpose of fulfilling its rights and/or obligations under these Conditions and for as long as necessary for that purpose, and fairly and lawfully in accordance with the Data Protection Laws;

16.5.2

the Subscriber shall promptly co-operate with and provide reasonable assistance, information and records to the Database Owner to assist the Database Owner with its respective compliance with the Data Protection Laws and in relation to any personal data breach and/or any request by an individual to exercise any data subject rights;

16.5.3

the Subscriber shall not transfer CASI Personal Data to any country outside the European Economic Area (“EEA”) (including in the Subscriber's own country) or to any international organisation (as defined in the Data Protection Laws) without (a) the Database Owner's prior written consent; and (b) providing appropriate safeguards (or otherwise complying with the Data Protection Laws) in relation to the transfer. For the avoidance of doubt, where the Subscriber is based in a country outside the EEA, it shall not itself be restricted from accessing or otherwise processing CASI Personal Data in that country; and

16.5.4

if the Subscriber has extracted or recorded CASI Personal Data from the System which is no longer being processed in accordance with clause 16.5.1 above, it shall promptly, irrecoverably and securely destroy or dispose of all such extracts and records (and all copies) in its possession or control.

16.6: In respect of Subscriber Personal Data:

16.6.1

the Database Owner shall process Subscriber Personal Data only for the purpose of fulfilling its rights and/or obligations under these Conditions, other agreements and in accordance with its privacy policy available at https://xure.co/global/terms/privacy.eb;

16.6.2

the Subscriber shall ensure that it is entitled to input or upload to the System (or otherwise transfer to the Database Owner) the Subscriber Personal Data for the purposes set out in these Conditions; and

16.6.3

the Subscriber shall ensure that the Subscriber Personal Data is accurate and up-to-date when it is inputted or uploaded to the System (or transferred to the Database Owner), and that such data complies in all respects with the Data Protection Laws.

16.7: The Subscriber shall promptly upon request from the Database Owner provide the Database Owner with copies of all records and information necessary to demonstrate the Subscriber's compliance with this clause 16 and/or the Data Protection Laws.
16.8: The provisions of this clause 16 shall survive expiry or termination of these Conditions (to the extent relevant after such expiry or termination).
17.: Assignment
17.1: The Subscriber may not transfer, assign, charge, sub-contract or otherwise dispose of these Conditions, or any of its rights or obligations arising under them, without the prior written consent of the Database Owner.
17.2: The Database Owner may transfer, assign, charge, sub-contract or otherwise dispose of these Conditions, or any of its rights or obligations arising under them, at any time during the Term.
18.: Written Communications; Applicable laws require that some of the information or communications that the Database Owner sends to the Subscriber be in writing. When using the Website, the Subscriber accepts that communication with the Database Owner will be mainly electronic. The Database Owner will contact the Subscriber by e-mail or provide it with information by posting notices on the Website. For contractual purposes, the Subscriber agrees to this electronic means of communication and it acknowledges that all contracts, notices, information and other communications that the Database Owner provides to the Subscriber electronically comply with any legal requirement that such communications be in writing. This condition does not affect the Subscriber's statutory rights.
19.: Notices
19.1: All notices given by the Subscriber to the Database Owner must be given to TLR Limited at 40 Maritime Street, Edinburgh, EH6 6SA or xure@everysite.co.uk.
19.2: The Database Owner may give notice to the Subscriber at either the e-mail or postal address the Subscriber provides the Database Owner when placing any Order, or in any of the ways specified in clause 18 above. Notice will be deemed received and properly served immediately when posted on the Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
20.: Force Majeure
20.1: The Database Owner will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Conditions that is caused by events outside its reasonable control including (without limitation) the following:

20.1.1

strikes, lock-outs or other industrial action;

20.1.2

civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

20.1.3

fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

20.1.4

impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

20.1.5

impossibility of the use of public or private telecommunications networks;

20.1.6

the acts, decrees, legislation, regulations or restrictions of any government; and

20.1.7

pandemic or epidemic

(“Force Majeure Event”).
20.2: The Database Owner's performance under these Conditions is deemed to be suspended for the period that the Force Majeure Event continues, and it will have an extension of time for performance for that period. The Database Owner will use its reasonable endeavours to bring the Force Majeure Event to a close.
21.: Severance; If any court or competent authority decides that any of the provisions of these Conditions are invalid, unlawful or unenforceable to any extent, the provision will, to that extent only, be severed from the remaining provisions which will continue to be valid to the fullest extent permitted by law.
22.: Entire Agreement
22.1: These Conditions and any Contracts entered into pursuant to them constitute the whole agreement between the parties and supersede all previous discussions, correspondence, negotiations, previous arrangements, understandings or agreements between the parties relating to their subject matter.
22.2: The Subscriber acknowledges that in entering into these Conditions and any Contracts pursuant to them that it has not relied on, nor will it have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Conditions or any Contracts entered into pursuant to them.
22.3: Nothing in these Conditions purports to limit or exclude any liability for fraud.
23.: No Waiver
23.1: If the Database Owner fails, at any time during the Term, to insist upon strict performance of any of the Subscriber's obligations under these Conditions, or if the Database Owner fails to exercise any of the rights or remedies to which it is entitled under these Conditions, this will not constitute a waiver of such rights or remedies and will not relieve the Subscriber from compliance with such obligations.
23.2: A waiver by the Database Owner of any breach by the Subscriber will not constitute a waiver of any subsequent breach by the Subscriber.
23.3: No waiver by the Database Owner of any of these Conditions will be effective unless it is expressly stated to be a waiver and is communicated to the Subscriber in writing in accordance with clause 19 above.
24.: Database Owner's right to vary these Conditions
24.1: The Database Owner has the right to revise and amend these Conditions from time to time on the Website.
24.2: Subject to clause 24.3, the Subscriber will be subject to the Conditions in force on the Website at the time that it submits each Order to the Database Owner. The Subscriber should check the Website prior to submitting any Order to the Database Owner.
24.3: If any change to these Conditions is required to be made by law or governmental authority the Database Owner will place amended Conditions on the Website and such amended Conditions will apply retrospectively to all Orders placed by the Subscriber from the date that the relevant law came into force.
25.: Law and Jurisdiction
25.1: Each Contract, these Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law.
25.2: Subject to clause 25.3, any dispute or claim arising out of or in connection with these Conditions and any Contracts entered into pursuant to them or their formation (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
25.3: Nothing in this clause 25 shall limit the right of the Database Owner to take proceedings against the Subscriber in any court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude the Database Owner from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of that other jurisdiction.
26.: Third Party Rights; A person who is not party to these Conditions shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
27.: Survival; Clauses which expressly or by implication survive termination, expiry or discharge of these Conditions shall continue in full force and effect, notwithstanding their termination, expiry or discharge.