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Welcome to Distinctive Insights’ Report Conditions (defined below).
These Report Conditions apply to an order for and use of our Reports (defined below). The Report Conditions do not apply to your use and interaction with our Website (defined below) and your use of any Reports (defined below) we may make available to you free of charge. Please see here https://distinctiveinsights.ai/terms-condtions/ for the latest copy of our terms and conditions that apply to your use of the Website and any content made freely available on it. Any rights not expressly granted by these Report Conditions are reserved.
1.1 Company details. RAFAIN Limited (t/a Distinctive Insights) (company number 12922059) (we, us or our) is a company registered in England and Wales and our registered office is at 86 – 90 Paul Street, London, England, EC2A 4NE. Our VAT number is 363 5558 76. We operate the website https://distinctiveinsights.ai/ (the Website).
1.2 About you. Where we refer to you or your in these Report Conditions, that is a reference to the organisation which places an order for the Services (defined below) via the Website. When you place an order, you are agreeing to enter into the Contract (defined below) and be bound by these Report Conditions.
1.3 Contacting us. To contact us, email our customer service team at contact@distinctiveinsights.ai. How to give us formal notice of any matter under the Contract is set out in clause 15.
1.4 Our Services. We provide our customers with expert research into data relevant to the financial services sector. This research is compiled and made available to our customers in the form of reports (individually, a Report) as they may be updated from time to time in accordance with clause 7.3. You may purchase Reports via the Website on an individual basis. You may also purchase an annual subscription from us to access our historical library of all the Reports we have produced and every new Report we publish throughout the subscription year (Subscription). The provision of Reports and/or our hosting of the applicable Reports on designated areas on our Website to make them available to you after your purchase of an individual Report, or a Subscription, as the case may be, are the services we provide to you (Services).
2.1 Our contract. These terms and conditions (Report Conditions) apply to the order by you for the supply of any individual Report by us to you or the order by you for a Subscription through which Reports are made available to you (each a Contract). The purchase of an individual Report and a purchase of a Subscription shall constitute separate Contracts subject to these Report Conditions. The Report Conditions apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Authority. Where your employee is entering into the Contract on your behalf, you warrant that they have full capacity, authority, and all necessary consents to enter into that Contract.
2.3 No consumers. We do not provide the Services to consumers in any jurisdiction. You warrant to us that you are not a consumer as that term may be defined by the applicable laws of the jurisdiction in which you are based.
2.4 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.5 Language. These Report Conditions and the Contract are made only in the English language.
3.1 Placing your order for a Report. Please follow the onscreen prompts to place your order for an individual Report. You may only submit an order using the method set out on the Website. You may add multiple Reports to one order (and the purchase of multiple individual Reports in one order shall each constitute individual Contracts). Each order is an offer by you to purchase a Report or Reports from us subject to these Report Conditions.
3.2 Required information and correcting input errors. When you place an order, you will be asked to provide us with details about you, your contact details, and your payment method. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 Accepting your order for a Report. Our acceptance of your order takes place when we send an email to you to accept it and provide you with a link to access the Report(s) you have purchased as specified in your order, and, if you have created an account, access to additional Services, at which point and on which date a Contract between you and us will come into existence. The Contract(s) will relate only to the Report(s) in your order.
3.4 If we cannot accept your order for a Report. If we are unable to supply you with the Report(s) you have ordered for any reason, we will inform you of this by email and we will not process your order. If you have already paid for a Report, we will refund you the full amount.
3.5 Accessing previously purchased Reports. Immediately prior to placing your order, you will be prompted to create an account with us. This is optional. If you create an account, we will provide you with access to the relevant Services where you may access and re-download any Report you have purchased from us in accordance with these Report Conditions. If you do not create or already have a preexisting account prior to placing your order, you acknowledge and agree that you will not have access to the relevant Services and we will not have any obligation to provide you with access to and/or a replacement copy of any Report you have purchased. If you already have an account with us when placing an order for an individual Report, any new Report you purchase will be added to your account.
3.6 Duration of access to an individual Report. Unless the Contract terminates or expires:
(a) where you create an account or have a preexisting account, we shall provide you with access to and/or make available for download the individual Report you have purchased for a period of one calendar year and the Contract shall expire at the end of this period; or
(b) where you do not create an account or do not have a preexisting account, the download link provided by us to you in accordance with clause 3.3 shall remain available to use for a period of up to three calendar months (Download Period) from the date we sent the email until the link expires. The link will expire:
(i) at the end of the Download Period; or
(ii) at the time you download the Report(s) using the download link, whichever occurs first, and
the Contract shall expire at the end of the Download Period.
3.7 No link sharing. You may not share, distribute or otherwise make available the download link provided to you in accordance with clause 3.3 to any person other than the Named Employee (defined below).
4.1 Creating an account and placing your order for a Subscription. Immediately prior to placing an order for a Subscription, you will be prompted to create an account. You must have an account to purchase a Subscription. Each order for a Subscription is an offer to purchase a Subscription from us.
4.2 Required information and correcting input errors. When you place an order for a Subscription, you will be asked to provide us with details about you, your contact details, and your payment method. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
4.3 If we cannot accept your order for a Subscription. If we are unable to provide you with a Subscription, we will inform you of this by email and we will not process your order. If you have already paid for a Subscription, we will refund you the full amount.
4.4 Accepting your order for a Subscription. Our acceptance of your order for a Subscription takes place when we send an email to you to accept it, notifying you that you have access to the relevant Services at which point and on which date a Contract between you and us will come into existence. After we have accepted your order for a Subscription in accordance with this clause 4.5, we shall enable your access to the Services.
4.5 Previously purchased Reports. For the avoidance of doubt, where you have previously purchased a Report from us in accordance with clause 3, that Contract shall not be affected by your purchase of a Subscription. You agree that you are not entitled to any refund in respect of previously purchased Reports that are also available to you via your purchased Subscription.
4.6 Duration of a Subscription. We offer annual subscriptions. When you purchase a Subscription, the Contract shall commence on the date we accept your order in accordance with clause 4.4 (Commencement Date). Unless terminated in accordance with clause 4.7, clause 13 or clause 14, the Contract shall continue from the Commencement Date for a period of one calendar year (Initial Subscription Term) and, thereafter, the Contract may be renewed for successive periods of one calendar year (each a Renewal Period and together the Subscription Term).
4.7 Cancellation. Either party may terminate the Contract by giving written notice and the Contract shall terminate at the end of the Initial Subscription Term or the relevant Renewal Period, as the case may be.
4.8 New Reports. For the duration of the Initial Subscription Term and any Renewal Period, we shall, from time to time, make all new Reports we produce for our customers available to you as part of the Services. You acknowledge and agree that we are not required to make available a specific number of Reports during the Initial Subscription Term and any Renewal Period and our output may fluctuate.
5.1 If you create an account to use the Services, the terms of this clause 5 apply to the creation of, your access to, and your use of, that account.
5.2 You agree that your account shall specify the name of an individual employee within your organisation with that employee’s corporate email address (Named Employee).
5.3 When the account is created and we accept your order for an individual Report or a Subscription, as the case may be, we shall supply you with login details through which the Named Employee may access the relevant Services on your behalf in accordance with these Report Conditions. You undertake that you will not allow or suffer any account created for a Named Employee to be used by any other person unless we agree in writing to reassign the account in its entirety to another employee who shall become the new Named Employee, in which case the prior individual employee shall no longer have any access to the account. For the avoidance of doubt, an account may not be accessed by or reassigned to any person who is not an employee of your organisation.
5.4 You agree to:
(a) keep your account details and password confidential;
(b) use your best endeavours to prevent any unauthorised use of the Services;
(c) notify us immediately if you reasonably suspect or become aware of any unauthorised use of the Services; and
(d) remain liable for any use (or unauthorised use) of the Services as a result of any act by or omission of you or any other person (including the Named Employee).
5.5 If we reasonably suspect or become aware of any unauthorised use of the Services, we may immediately and without liability to you disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while such unauthorised use remains unresolved.
5.6 We may, at our option, delete your account on termination or expiry, howsoever caused, of all Contracts associated with that account.
6.1 For the purpose of this clause 6, Intellectual Property Rights means: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and 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 use and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications 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.
6.2 You acknowledge and agree that we and our licensors own all Intellectual Property Rights connected with the Services and in the Reports.
6.3 We hereby grant to you, or shall procure the direct grant of, a non-exclusive, revocable, non-transferable right and licence, without the right to grant sublicences, to enable your Named Employee to access and use the Services and to download, copy and otherwise share the Reports with your employees and independent contractors (Personnel), solely for your internal business purposes. This licence shall continue indefinitely unless it is revoked in accordance with clause 6.5.
6.4 The licence granted to you pursuant to clause 6.3 contains the following restrictions:
(a) you shall and shall ensure that your Personnel shall, comply with the terms of clause 5;
(b) you shall not, and you shall ensure that your Personnel shall not, offer any Report for resale;
(c) you shall not, and you shall ensure that your Personnel shall not, distribute or make available any Report or its contents to any person outside of your organisation;
(d) you shall not, and you shall ensure that your Personnel shall not, display any Report or its contents to any person outside your organisation; and
(e) you shall not, and you shall ensure that your Personnel shall not, do anything which may damage our reputation, the Reports, or the Services, including by way of using any Report (wholly or in part) in any manner which:
(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) is pornographic;
(iv) promotes unlawful violence;
(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(vi) is otherwise illegal or causes damage or injury to any person or property.
6.5 Without prejudice to any of our other rights or remedies, we shall be entitled to revoke the licence granted to you pursuant to clause 6.3 immediately upon written notice to you only in the following circumstances:
(a) if we reasonably suspect, or become aware of, any breach by you of the terms and/or restrictions set out in clause 6; and/or
(b) if we terminate the Contract pursuant to clause 13.1.
6.6 This clause 6 shall survive the termination or expiry of the Contract.
7.1 Descriptions and illustrations. Any descriptions or illustrations on the Website are published for the sole purpose of giving an approximate idea of the Services and the contents of a Report (including abstracts, extracts or summaries). They will not form part of the Contract or have any contractual force.
7.2 Compliance with specification. Subject to clause 7.3, we shall supply the Services to you in accordance with the specification for the Services (and any Report) appearing on our Website at the date of your order in all material respects.
7.3 Changes to specification. Without prejudice to clause 9.4, we may change at any time (including to comply with any legal obligation or requirement affecting, or in our reasonable opinion, likely to affect the Services or any Report), with as much prior notice to you as is reasonably practicable but not less than 30 days:
(a) the content, format or nature of the Services and any Report; and
(b) the means of access to the Services.
7.4 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
7.5 Reliance. Without limiting the effect of clause 2.1 or clause 11.4, we do not warrant that:
(a) the supply of the Services will be free from interruption;
(b) any Report is or will be accurate, complete, reliable, secure, useful, fit for purpose or timely;
(c) the content of any Report:
(i) has been or will be tested by us for use by you or that it will be suitable for or be capable of being used by you;
(ii) has been verified by us;
(iii) where that content contains links to other websites and/or resources provided by third parties, that those websites or resources have been approved or verified by us or that we endorse or are connected to any content accessed via those links;
(d) the Services and/or any Report or its contents meet or will meet your requirements or expectations; and
(e) the Services and/or any Report or its contents constitute or will constitute professional advice in any form.
7.6 Availability. We shall use commercially reasonable endeavours to make the Services available to you 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
(b) unscheduled maintenance performed outside of the period between 8.00 am to 6.00 pm UK time Monday to Friday (excluding any UK bank holiday) provided that we have used reasonable endeavours to give you at least 6 hours’ notice in advance.
7.7 If any part of the Services becomes unavailable for any reason we shall provide technical support services between 9.30 am and 5.30 pm UK time Monday to Friday (excluding any UK bank holiday) and use reasonable endeavours to resolve the unavailability of the Services.
7.8 You are responsible for maintaining all necessary back-up copies of any Report used by you.
8.1 Your responsibilities. It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you cooperate with us in all matters relating to the Services;
(c) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
(d) you review the accuracy, completeness and correctness of any Report and will be solely responsible for your use of or reliance on any Report and its contents (including the use of or reliance on any third party content linked to within the content of any Report).
8.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 8.1(a) to clause 8.1(c) (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 13; and
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services.
8.3 Not professional advice. You acknowledge and agree that the Services and any Report do not constitute professional advice in any form.
9.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 9.
9.2 The Charges are the prices quoted on the Website at the time you submit your order.
9.3 Price changes for individual Reports. If you have purchased an individual Report, our Charges may change from time to time, but changes will not affect any order you have already placed.
9.4 Price changes for Subscriptions. If you have purchased a Subscription, we shall be entitled to increase our Charges at the start of any Renewal Period upon two calendar months’ prior notice to you. Such increased Charges shall apply for the Subscription Term thereafter unless increased again by us in accordance with this clause 9.4.
9.5 Our Charges:
(a) shall be payable in pounds sterling;
(b) are non-cancellable and non-refundable; and
(c) are exclusive of value added tax, which, if applicable, shall be paid by you at the appropriate rate.
9.6 Price corrections. We take all reasonable care to ensure that the prices stated for the Services and/or the Reports are correct at the time when the relevant information was entered into the system. However, it is always possible that, despite our reasonable efforts some of the Services and/or Reports on the Website may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
9.7 How to pay. Payment for the Services is in advance.
9.8 Payment for the individual Report(s). We will take your payment for the applicable Charges for the individual Report(s) upon acceptance of your order.
9.9 Payment for Subscriptions. We will take your payment for the applicable Charges for your Subscription upon acceptance of your order and, without prejudice to clause 9.4, at the commencement of each Renewal Period during the Subscription Term.
9.10 Payment methods. You can pay using a debit card or credit card. The cards we accept may change from time to time.
9.11 No set off. You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10.1 Personal data processing. For the purposes of this clause 10 the following definitions apply:
(a) Applicable Data Protection Laws means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
(b) controller, processor, data subject, personal data, personal data breach and processing shall have the meanings given to them in the UK GDPR.
(c) Customer Personal Data: any personal data which we process in connection with the Contract, in the capacity of a processor on your behalf, as set out in clause 10.8(b).
(d) Distinctive Insights Personal Data: any personal data which we process in connection with the Contract, in the capacity of a controller, as set out in clause 10.8(a).
(e) UK GDPR has the meaning given to it in the DPA 2018.
10.2 We and you will comply with all applicable requirements of Applicable Data Protection Laws. This clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
10.3 This clause 10.3 to clause 10.8 (inclusive) shall apply if you have purchased a Subscription from us in accordance with clause 4 and you have given us the details of your individual named employee(s) in accordance with clause 5, in respect of which we act as your processor (see clause 10.8(b)(i)). In any other case, we will process personal data in accordance with our Privacy Policy at the following link https://distinctiveinsights.ai/privacy-policy/. For the avoidance of doubt, the terms of the Privacy Policy shall not be incorporated into the Contract.
10.4 We and you have determined that, for the purposes of Applicable Data Protection Laws:
(a) we are the controller of the Distinctive Insights Personal Data;
(b) you are the controller and we are the processor of the Customer Personal Data;
(c) you retain control of the Customer Personal Data and remain responsible for your compliance obligations under Applicable Data Protection Laws, including providing any required notices and obtaining any required consents, and for the written processing instructions you give to us for the duration of the Contract; and
(d) in relation to the Customer Personal Data, clause 10.8(c) describes the subject matter, duration, nature and purposes of the processing and personal data categories and data subject types in respect of which we may process the Customer Personal Data to fulfil the commercial purposes of the Contract.
10.5 Without prejudice to the generality of clause 10.2, we shall, in relation to any Customer Personal Data processed in connection with our performance of our obligations under the Contract:
(a) process that Customer Personal Data only on your documented written instructions unless we are required by domestic law to otherwise process that Customer Personal Data. Where we are relying on domestic law as the basis for processing Customer Personal Data, we shall promptly notify you of this before performing the processing required by domestic law unless the domestic law prohibits us from so notifying you;
(b) ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Customer Personal Data, ensuring confidentiality, integrity, availability and resilience of our systems and services, ensuring that availability of and access to Customer Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us);
(c) ensure that all personnel who have access to and/or process Customer Personal Data are obliged to keep the Customer Personal Data confidential;
(d) assist you insofar as this is possible (taking into account the nature of the processing and the information available to us), and at your cost and written request, in responding to any request from a data subject and in ensuring your compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify you without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
(f) without prejudice to clause 5.6, at your written direction, delete or return Customer Personal Data and copies thereof to you on termination or expiry of the Contract unless we are required by domestic law to continue to process that Customer Personal Data. For the purposes of this clause 10 Customer Personal Data shall be considered deleted where it is put beyond further use by us; and
(g) maintain records to demonstrate our compliance with this clause 10 and allow for reasonable audits by you or your designated auditor, for this purpose, on reasonable written notice.
10.6 You hereby provide us with your prior, general authorisation for us to:
(a) appoint processors to process the Customer Personal Data, provided that:
(i) the processor is listed in clause 10.8(d) or we inform you of any intended changes concerning the addition or replacement of the processors listed in clause 10.8(d), thereby giving you the opportunity to object to such changes provided that if you object to the changes and cannot demonstrate, to our reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, you shall indemnify us for any losses, damages, costs (including legal fees) and expenses suffered by us in accommodating the objection;
(ii) we shall ensure that the terms on which we appoint such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on us in this clause 10; and
(iii) we shall remain responsible for the acts and omissions of any such processor as if they were our acts and omissions;
(b) transfer Customer Personal Data outside of the UK provided that we shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws.
10.7 This clause 10 shall remain in full force and effect so long as the Contract remains in effect or we retain any Customer Personal Data related to the Contract in our possession or control. Any provision of this clause 10 that expressly or by implication should come into or continue in force on or after termination of the Contract in order to protect the Customer Personal Data shall remain in full force and effect.
10.8 For the purposes of the UK GDPR, this clause 10.8 sets out the factual statements required by Article 28(3) UK GDPR and the initial list of our processors pursuant to clause 10.6(a)(i):
(a) where we act as a controller:
(i) when processing Distinctive Insights Personal Data contained within correspondence between your employees, our personnel, and/or documents relating to the establishment, management, audit, operation, and communication (on which we may wish to rely on to establish our rights and liabilities under the Contract) in respect of the Contract; and
(ii) when processing Distinctive Insights Personal Data of your staff for marketing purposes;
(iii) when processing Distinctive Insights Personal Data to analyse how your Personnel use the Services;
(b) where we act as a processor:
(i) save as set out in clause 10.8(a), when processing the Customer Personal Data of data subjects whose personal data is provided to us in order to facilitate their access to your Subscription in accordance with the Contract;
(c) particulars of processing:
(i) subject matter of processing: the performance of our duties under the Contract;
(ii) duration of processing: for the term of the Contract and for such time afterwards as required for you and us to exercise our rights and obligations under this clause 10;
(iii) nature of processing: the processing of Customer Personal Data to enable us to comply with our duties under the Contract;
(iv) commercial purpose of processing: to enable us to perform our duties under the Contract;
(v) personal data categories: identity data, contact details and such other personal data categories as relevant; and
(vi) data subject types: your employees;
(d) approved processors:
(i) Our website development and support services providers
11.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
11.2 Subject to clause 11.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
11.3 Subject to clause 11.1 and clause 11.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract in a contract year. In this clause 11.3 a contract year means a 12-month period beginning with the commencement of the Contract or any anniversary of it. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, our total liability for those claims shall not exceed the single highest annual cap for those contract years.
11.4 We have given commitments as to compliance of the Services with the relevant specification in clause 7.2. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the relevant Contract.
11.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
11.6 Nothing in these Report Conditions limits or affects the exclusions and limitations set out in our terms and conditions that apply to your use of the Website and any content made freely available on it https://distinctiveinsights.ai/terms-condtions/.
11.7 This clause 11 will survive termination or expiry of the Contract.
12.1 We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.
12.2 We each may disclose the other’s confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
12.4 This clause 12 will survive termination or expiry of the Contract.
13.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(d) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
13.2 Consequences of termination. Termination or expiry of the Contract will not affect your or our rights and remedies that have accrued as at termination.
13.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel you must notify us in writing. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
15.1 Any notice given by one of us to the other under or in connection with the Contract must be in writing, and shall be:
(a) if given by us to you:
(i) delivered by commercial courier to your registered office (if you are a company) or your principal place of business (in any other case); or
(ii) sent by email to the following address (or an address substituted in writing by you): the email address used to create your account or, if no account has been created by you, the email addressed used most recently by you to purchase an individual Report;
(b) if given by you to us: sent by email to the following address (or an address substituted in writing by us): contact@distinctiveinsights.ai
15.2 Any notice shall be deemed to have been received:
(a) if delivered by commercial courier, on signature of a delivery receipt or at the time the notice is left at the proper address; or
(b) if sent by email, at the time of the transmission provided that no bounceback or out of office message is received.
15.3 The provisions of this clause 15 will not apply to the service of any proceedings or other documents in any legal action.
16.1 Interpretation. The following rules of interpretation apply in these Report Conditions:
(a) when we refer to “in writing” in these Report Conditions, this includes email;
(b) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(c) a reference to a company includes any company, corporation or other body corporate, wherever and however incorporated and established;
(d) unless the context otherwise requires, words in the singular include the plural and in the plural include the singular;
(e) a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that legislation or legislative provision;
(f) any obligation on a party not to do something includes an obligation not to allow that thing to be done;
(g) any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
16.2 Assignment and transfer
(a) We may assign, novate or transfer our rights and obligations under the Contract to another entit
(b) You may only assign, novate or transfer your rights or your obligations under the Contract to another person if we agree in writing.
16.3 Variation. Without prejudice to clause 7.3 and clause 9.4, any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
16.4 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
16.5 Severance. Each clause of these Report Conditions operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clause will remain in full force and effect.
16.6 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
16.7 Governing law and jurisdiction.
(a) The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
(b) We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
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